What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-02-12 compared with 2025-02-14 · 187 added, 228 removed, 311 unchanged (57% of the section changed)

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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 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.

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Full year 2025 financial and operational highlights included the following:

• We reported gross profit of $1.8 billion and record gross margin of 20.3%, primarily driven by margin expansion in North America.

• We reported gross profit of $1.8 billion and record gross margin of 21.4%, primarily driven by margin expansion in North America and EMEA.

• We generated cash flows from operations of $303.8 million.

• In May 2024, we acquired Infocenter to strengthen our digital transformation capabilities leveraging their deep expertise in ServiceNow’s comprehensive suite of capabilities.

• We strengthened our capabilities through two strategic acquisitions:

Inspire11, enhancing our AI and data expertise, and Sekuro, expanding cybersecurity and digital resilience across APAC.

On a consolidated basis, for the year ended December 31, 2025:

• Net sales of $8.2 billion decreased 5% compared to 2024.

• Gross profit of $1.8 billion increased 6% compared to 2023.

• Gross profit of $1.8 billion was relatively flat compared to 2024.

• Consolidated gross margin expanded approximately 110 basis points to a record 21.4% of net sales in 2025.

This increase reflects expansion in margin from services net sales, primarily from growth in Insight Delivered services and cloud solution offerings.

This increase reflects expansion in margin from services net sales, primarily from growth in other agency transactions and Insight Core services.

• Earnings from operations decreased to $334.9 million in 2025, a decrease of 14% compared to the prior year, which represented 4.1% of net sales.

• Our effective tax rate in 2024 was 25.0%, which compares to our effective tax rate of 25.6% in 2023.

• Our effective tax rate in 2025 was 30.3%, compared to our effective tax rate of 25.0% in 2024.

• Net earnings and diluted net earnings per share were $157.3 million and $4.86, respectively, in 2025.

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• the repurchase of approximately 1.2 million shares of the Company’s common stock for an aggregate cost of $151.1 million.

INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

The results of operations for 2024 include the following items:

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When referring to non-GAAP measures, the Company refers to them as “Adjusted.” See the "Use of Non-GAAP Financial Measures" section below for additional information and a reconciliation of such non-GAAP measures to the most directly comparable GAAP financial measures.

Throughout the “Overview” and “Results of Operations” sections of this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” we refer to changes in net sales, gross profit, selling and administrative expenses and earnings from operations on a consolidated basis and in North America, EMEA and APAC excluding the effects of fluctuating foreign currency exchange rates, which are also considered to be non-GAAP measures.

INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

Throughout the “Overview” and “Results of Operations” sections of this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” we refer to changes in net sales, gross profit,earnings from operations and Adjusted earnings from operations in EMEA and APAC excluding the effects of fluctuating foreign currency exchange rates, which are also considered to be non-GAAP measures.

We believe providing this information excluding the effects of fluctuating foreign currency exchange rates provides valuable supplemental information to investors regarding our underlying business and results of operations, consistent with how we, including our management, evaluate our performance.

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Net of tax amounts referenced above were computed using the statutory tax rate for the taxing jurisdictions in the operating segment in which the related expenses were recorded, adjusted for the effects of valuation allowances on net operating losses in certain jurisdictions.

During 2024, we generated $632.8 million of cash from operating activities and primarily utilized cash for strategic acquisitions, to repurchase shares of our common stock, to repay debt and for payment of earnouts and other acquisition related payments.

We had net repayments of $554.1 million under our ABL facility and issued $500.0 million in principal amount of Senior Notes.

We ended the year with $259.2 million of cash and cash equivalents and $864.1 million of debt outstanding under our long-term debt facilities, including $332.9 million related to the Convertible Notes that are classified as a current liability at December 31, 2024.

During 2025, we generated $303.8 million of cash from operating activities and primarily utilized cash for strategic acquisitions, to repurchase shares of our common stock, to repay debt, to fund the cash settlement of a portion of warrants (the "Warrants") relating to certain hedge and warrant transactions (the "Call Spread Transactions") entered into in connection with the issuance of our convertible senior notes that matured in 2025 (the "Convertible Notes") and for payment of earnouts and other acquisition related payments.

We had net borrowings of $818.8 million under our ABL facility.

We ended the year with $358.0 million of cash and cash equivalents and $1,361.3 million of debt outstanding under our long-term debt facilities.

Details about segment results of operations can be found in Note 20 to the Consolidated Financial Statements in Part II, Item 8 of this report.

Our discussion and analysis of financial condition and results of operations is intended to assist in the understanding of our consolidated financial statements, including the changes in certain key items in those consolidated financial statements from year to year and the primary factors that contributed to those changes, as well as how certain critical accounting estimates affect our consolidated financial statements.

Supply Chain Constraints and Inflation Update

Supply constraints that have had an industry-wide impact since the beginning of 2020 eased in the second half of 2023.

We believe that any remaining supply constraints and extended lead times for certain infrastructure, including networking products, have now normalized back to near historic levels.

Despite the easing supply constraints, we continue to see a general slowdown in our clients' decision making, which we believe will continue in the short term.

Inflation contributed to higher interest rates on all of our variable rate facilities in 2024 compared to 2023.

While these interest rates are expected to eventually decrease, we continue to anticipate higher than historical rates throughout most of 2025.

We are actively monitoring

Supply Chain, Demand and Inflation Update

We believe inflation contributed to sustained high interest rates on all of our variable rate borrowing facilities throughout 2025, consistent with the prior year period.

While these interest rates are expected to continue to moderately decrease going forward, we continue to anticipate higher than historical rates in 2026.

We are actively monitoring changes to the global macroeconomic environment, including those impacting our supply chain, demand for our products whether due to tariffs or otherwise and interest rates, and assessing the potential impacts these challenges may have on our current results, financial condition and liquidity.

We are also mindful of the potential effects these conditions could have on our clients, partners and prospects as we enter 2026.

INSIGHT ENTERPRISES, INC.

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AND RESULTS OF OPERATIONS (continued)

changes to the global macroeconomic environment, including those impacting our supply chain and interest rates, and assessing the potential impacts these challenges may have on our current results, financial condition and liquidity.

We are also mindful of the potential impact these conditions could have on our clients, partners and prospects in 2025 and beyond.

RESULTS OF OPERATIONS

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Incentives from our largest partners are significant and changes in the incentive requirements, which occur regularly, could impact our results of operations to the extent we are unable to effectively shift our focus and efficiently respond to them.

For example, recent changes in incentives for certain cloud-based solutions adversely impacted our results of operations in 2025.

For a discussion of risks associated with our reliance on partners, see “Risk Factors – Risks related to Our Business, Operations and Industry – We rely on our partners for product availability, competitive products to sell and marketing funds and purchasing incentives, which can and do change significantly in the amounts made available and the requirements year over year,” in Part I, Item 1A of this report.

Our results of operations include the results of Amdaris, SADA and Infocenter from their respective acquisition dates.

Our results of operations include the results of Infocenter, Inspire11 and Sekuro from their respective acquisition dates.

2025 Compared to 2024

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Net sales in North America decreased 6%, or $400.0 million, in 2025 compared to 2024.

This net decrease reflects a decrease in hardware net sales, partially offset by increases in software and services net sales.

Net sales of hardware decreased 10%, year to year.

Net sales of software and services increased 3% and 7%, respectively, year over year.

The changes were primarily the result of the following:

• The decrease in hardware net sales was due to lower volume of sales to large enterprise and corporate clients due to lower demand.

This decrease reflects lower sales of devices and infrastructure.

We believe these decreases reflect client decisions around timing of device refreshes and investment responses to challenges in the broader macroeconomic environment.

We expect this trend could continue into 2025.

• The increase in services net sales was primarily due to higher sales of cloud solution offerings including from SADA and an increase in sales of Insight Delivered services from SADA and Infocenter, partially offset by declines in sales of Insight Delivered services from our organic business and in software maintenance.

Our North America organic business excludes SADA, which we acquired on December 1, 2023 and excludes Infocenter, which we acquired on May 1, 2024.

• The increase in software net sales was primarily due to a significant multiyear transaction in the first quarter, partially offset by changes in certain vendor relationships (shifting from a principal to agent role), as well as the continued migration of on-premise software to cloud solutions, in each case, reported net in services net sales.

This net decrease reflects decreases in software and services net sales, partially offset by an increase in hardware net sales.

Net sales of hardware increased 2%, year over year.

Net sales of software and services decreased 27% and 2%, respectively, year to year.

The net changes were primarily the result of the following:

• The decrease in software net sales was primarily due to a significant multiyear transaction in the first quarter of 2024 with no comparable transaction in 2025, changes in certain vendor relationships (shifting us from a principal to an agent role), as well as the continued migration of on-premise software to cloud solutions, reported net in services net sales.

• The decrease in services net sales was primarily due to a decrease in certain fees from cloud solution offerings as a result of partner program changes and a decline in sales of Insight Delivered services from our North America organic business.

The decrease in sales of Insight Delivered services from our North America organic business was partially offset by an increase in net sales from Infocenter and Inspire11.

Our North America organic business excludes Infocenter, which we acquired on May 1, 2024 and excludes Inspire11, which we acquired on October 1, 2025.

• The increase in hardware net sales was primarily due to higher volume of sales to commercial clients due to higher demand for devices.

Our net sales by offering category for EMEA for 2025 and 2024 were as follows (dollars in thousands):

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$ 1,355,148 $ 1,414,097 (4 %)

Net sales in EMEA decreased 10% (decreased 11% excluding the effects of fluctuating foreign currency exchange rates), or $149.6 million, in 2024 compared to 2023.

Net sales in EMEA decreased 4% (decreasing 8% when excluding the effects of fluctuating foreign currency exchange rates), or $58.9 million, in 2025 compared to 2024.

This net decrease reflects a decrease in software and hardware net sales, partially offset by an increase in services net sales.

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The changes were primarily the result of the following:

• The decrease in software net sales was primarily due to lower volume of sales to large enterprise and public sector clients and also reflects changes in certain vendor relationships.

• The decrease in software net sales was primarily due to lower volume of sales to large enterprise and public sector clients and the continued migration of on-premise software to cloud solutions, reported net in services net sales .

• The decrease in hardware net sales was primarily due to lower volume of sales to large enterprise, corporate and public sector clients due to lower demand.

• The increase in services net sales was primarily due to increased sales of Insight Delivered services and an increase in other agency net sales, partially offset by a net decrease in fees from cloud solution offerings primarily as a result of partner program changes.

INSIGHT ENTERPRISES, INC.

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AND RESULTS OF OPERATIONS (continued)

• The decrease in hardware net sales was primarily due to lower volume of sales to public sector clients due to lower demand.

• The increase in services net sales was due to increased sales of Insight Delivered services from Amdaris, which we acquired in August 2023, partially offset by declines in sales of Insight Delivered services from our EMEA organic business.

Our EMEA organic business primarily excludes Amdaris.

Our net sales by offering category for APAC for 2025 and 2024 were as follows (dollars in thousands):

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$ 237,495 $ 233,021 2 %

Net sales in APAC increased 1% (increased 2% excluding the effects of fluctuating foreign currency rates), or $3.2 million, in 2024 compared to 2023.

Net sales of services and software increased 8% and 5%, respectively, year over year, partially offset by a decrease in hardware net sales of 19% year to year.

Net sales in APAC increased 2% (increasing 4% when excluding the effects of fluctuating foreign currency exchange rates), or $4.5 million, in 2025 compared to 2024.

Net sales of services and hardware increased 5% and 2%, respectively, year over year, partially offset by a decrease in software net sales of 1% year to year.

The net changes were primarily the result of the following:

• The increase in services net sales was due to higher sales of cloud solution offerings that are recorded on a net sales recognition basis in the services net sales category and increased sales of Insight Delivered services.

• The increase in software net sales was primarily due to higher volume of sales to enterprise and public sector clients, partially offset by the continued migration of on-premise software toward higher sales of cloud solution offerings.

• The decrease in hardware net sales was due to lower volume of sales to large enterprise and corporate clients.

• The increase in services net sales was due to net sales from Sekuro, partially offset by a decrease in services net sales from the APAC organic business combined with net decrease in certain fees from cloud solution offerings primarily as a result of partner program changes.

Our APAC organic business excludes Sekuro, which we acquired on October 31, 2025 .

• The slight decrease in software net sales was primarily due to the impact of fluctuating foreign currency rates.

• The slight increase in hardware net sales was due to higher volume of sales to large enterprise and commercial clients.

Net sales by category for North America, EMEA and APAC were as follows for 2025 and 2024:

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100 % 100 % 100 % 100 % 100 % 100 %

INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

Gross Profit .

Gross profit increased 6%, or $96.5 million, in 2024 compared to 2023, with gross margin increasing approximately 210 basis points to 20.3% of net sales.

Gross profit and gross margin also increased in each of our operating segments in 2024 compared to 2023.

Our gross profit and gross profit as a percent of net sales by operating segment for 2024 and 2023 were as follows (dollars in thousands):

Gross profit was relatively flat, decreasing $4.6 million in 2025 compared to 2024, with gross margin expanding approximately 110 basis points to 21.4% of net sales.

Our gross profit and gross profit as a percentage of net sales by operating segment for 2025 and 2024 were as follows (dollars in thousands):

2025 % of Net

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Consolidated $ 1,761,427 21.4 % $ 1,766,016 20.3 %

North America’s gross profit increased 4%, or $56.0 million, in 2024 compared to 2023.

As a percentage of net sales, gross margin expanded by approximately 170 basis points year over year.

The year over year net increase in gross margin was primarily attributable to the following:

North America’s gross profit decreased 3%, or $35.7 million, in 2025 compared to 2024.

As a percentage of net sales, gross margin expanded approximately 60 basis points year over year.

The year over year net expansion in gross margin was primarily attributable to the following:

• An expansion in services margin year over year of 45 basis points primarily due to margins from increased cloud solution offerings, despite partner program changes as well as margin contributed by increased sales of Insight Delivered services from Infocenter and Inspire11.

• A net increase in product margin of 20 basis points year over year.

This increase was primarily due to slightly higher margins on software net sales compared to the prior year.

• An expansion in services margin year over year of 149 basis points was due to higher margins generated from increased cloud solution offerings, including margin expansion contributed by SADA and from increased sales of Insight Delivered services from SADA and Infocenter.

EMEA’s gross profit increased 13% (increased 11% excluding the effects of fluctuating foreign currency exchange rates), or $33.2 million, in 2024 compared to 2023.

This increase was primarily due to the decrease in software net sales that typically transact at lower margins than hardware.

INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

EMEA’s gross profit increased 10% (increasing 6% when excluding the effects of fluctuating foreign currency exchange rates), or $30.1 million, in 2025 compared to 2024.

As a percentage of net sales, gross margin expanded 320 basis points to 23.9%.

The year over year net increase in gross margin was primarily attributable to the following:

• An expansion in services margin year over year of 321 basis points primarily due to higher margins from increased sales of Insight Delivered services from Amdaris.

• A net increase in product margin of 90 basis points year over year.

This increase was primarily due to higher margins on hardware compared to the prior year.

APAC’s gross profit increased 11% (increased 12% excluding the effects of fluctuating foreign currency exchange rates), or $7.3 million, in 2024 compared to 2023.

As a percentage of net sales, gross margin increased by approximately 270 basis points year over year.

The expanded gross margin for APAC in 2024 compared to 2023 was due primarily to changes in sales mix to services net sales, including Insight Delivered services that are sold at higher margins than product net sales.

The year over year net expansion in gross margin was primarily attributable to the following:

• An expansion in services margin year over year of 424 basis points primarily due to higher margins from increased sales of other agency net sales and Insight Delivered services, partially offset by a net decrease in fees from cloud solution offerings primarily as a result of partner program changes.

We acted as a paid pass-through agent in transactions for certain clients and their vendors that expanded into the Middle East beginning in 2025.

These transactions are reported net in services net sales as other agency transactions in our consolidated statement of operations.

• A net decrease in product margin of 112 basis points year to year.

This decrease was primarily due to lower margins on both hardware and software compared to the prior year.

APAC’s gross profit increased 1% (increasing 3% when excluding the effects of fluctuating foreign currency exchange rates), or $1.0 million, in 2025 compared to 2024.

As a percentage of net sales, gross margin decreased by approximately 20 basis points year to year.

The contracted gross margin for APAC in 2025 compared to 2024 was due to a decrease in services margins from the APAC organic business, partially offset by services margin contributed from Sekuro.

Our overall gross margins expanded in 2025 compared to 2024, as expected.

We believe this trend could continue into future periods as we focus on selling solutions and increasing our services net sales.

As a result of certain partner program changes, we believe we may not experience significant growth in cloud gross profit in 2025 compared to 2024.

Operating Expenses.

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Selling and administrative expenses also increased approximately 140 basis points as a percentage of net sales in 2025 compared to 2024.

The overall net increase in expenses reflects an increase of $43.9 million in personnel costs, including teammate benefits, an increase in depreciation and amortization expense of $35.5 million, and a net increase in other expenses of $15.5 million, year over year.

The increase in personnel costs reflects higher teammate headcount for the majority of 2024 from the acquisitions of Amdaris, SADA and Infocenter, partially offset by reductions in the fourth quarter of 2024, combined with the impact of merit increases.

The increase in depreciation and amortization expenses were also

INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

the result of the Amdaris, SADA and Infocenter acquisitions.

The net increase in other expenses reflects increases in service agreement expenses and an increase in transformation costs.

We incurred transformation costs in 2024 of $18.4 million compared to $16.6 million in 2023.

These costs are unique in nature and are not expected to recur in the longer term.

These increases in other expenses were partially offset by recoveries in excess of costs incurred of $2.1 million in 2024 related to a third-party data center service outage compared to costs incurred in excess of recoveries of $5.0 million in the prior year combined with net gains of $7.8 million from the change in the revaluation of earnout liabilities, with no such activity in the prior year.

The overall net increase in expenses reflects a net increase of $51.9 million in other expenses and an increase of $8.6 million in depreciation and amortization expenses, partially offset by a decrease of $9.1 million in personnel costs, including teammate benefits, a decrease of $4.0 million in professional fees and a decrease of $3.3 million in facility expenses.

The net increase in other expenses primarily reflects a net loss on revaluation of earnout liabilities in 2025 of approximately $25.3 million compared to a net gain on revaluation of earnout liabilities of approximately $7.8 million in the prior year.

We incurred an impairment loss of approximately $12.6 million on a real estate asset that was reclassified to held for sale in April 2025 with no comparable activity in the prior year.

We also incurred transformation costs in 2025 of $13.1 million compared to $18.4 million in 2024.

These transformation costs are unique in nature and are not expected to recur in the longer term.

There was a net increase in fees for service agreements of approximately $6.8 million compared to the prior year period.

In 2025 we recovered approximately $0.2 million in costs we previously incurred related to a third-party data center service outage that occurred in July 2023 compared to net recoveries in 2024 of approximately $2.1 million in excess of such costs previously incurred.

On July 29, 2023, a third-party data center that hosts network environments for certain Insight managed services clients, experienced a security incident that resulted in a service outage at the data center.

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To support our clients that were impacted, the Company paid for certain equipment and services required to resolve the outage.

The increase in depreciation and amortization expenses reflects higher amortization of intangible assets associated with the Infocenter, Inspire11 and Sekuro acquisitions.

The decrease in personnel costs primarily reflects reductions in teammate headcount throughout 2025 compared to 2024, excluding the acquisitions in the fourth quarter of 2025, as well as a reduction in variable compensation related to performance, partially offset by increases from the acquisitions of Inspire11 and Sekuro.

The decrease in professional fees primarily reflects reductions in activity and consulting projects, year over year.

The decrease in facility expenses is primarily due to the reduction in leased offices in 2025 compared to 2024.

INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

Severance and Restructuring Expenses, Net.

During 2024, we recorded severance and restructuring expenses, net of adjustments, totaling $34.0 million.

The increase compared to 2023 was primarily due to actions taken to reduce both our teammate count, particularly non-technical resources, as well as strategic reductions in physical locations within the United States.

These expenses were partially offset by net gains on the sale of properties due to restructuring of $2.4 million.

During 2023, we recorded severance expense, net of adjustments, totaling $12.9 million.

These expenses were partially offset by net gains on the sale of properties due to restructuring of $6.8 million.

During 2025, we recorded severance and restructuring expenses, net of adjustments, totaling $37.1 million compared to $31.6 million in 2024.

The increase was primarily due to strategic changes in our North America operating segment business resulting in the realignment of certain roles and responsibilities and reductions in workforce.

Total severance and restructuring expenses of $34.0 million incurred in 2024 were partially offset by net gains on the sale of properties due to restructuring of $2.4 million.

Acquisition and Integration-related Expenses .

During 2025, we incurred $3.6 million in direct third-party costs primarily related to the acquisition of Inspire11 and Sekuro.

During 2024, we incurred $2.7 million in direct third-party costs primarily related to the acquisition of Infocenter.

During 2023, we incurred $7.4 million in direct third-party costs primarily related to the acquisitions of SADA and Amdaris.

See Note 21 to the Consolidated Financial Statements in Part II, Item 8 of this report for further discussion of our acquisitions.

execute our acquisition strategy, we expect to incur additional acquisition and integration related expenses.

Earnings from Operations.

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As a percentage of net sales, earnings from operations decreased by approximately 30 basis points to 4.2%.

The decrease in earnings from operations was primarily driven by increases in selling and administrative expenses and severance and restructuring expenses, partially offset by an increase in gross profit and a decrease in acquisition and integration related expenses.

EMEA’s earnings from operations increased 21% (increasing 20% excluding the effects of fluctuating foreign currency exchange rates), or $8.1 million, year over year, in 2024 compared to 2023.

As a percentage of net sales, earnings from operations increased by approximately 90 basis points to 3.3%.

The increase in earnings from operations was primarily driven by increases in gross profit and a decrease in acquisition and integration related expenses, partially offset by increases in selling and administrative expenses and severance and restructuring expenses.

APAC’s earnings from operations increased 19% (increasing 20% excluding the effects of fluctuating foreign currency exchange rates), or $3.7 million, year over year, in 2024 compared to 2023.

As a percentage of net sales, earnings from operations increased by approximately 150

INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

basis points to 10.0%.

The increase in earnings from operations reflects an increase in gross profit, partially offset by increases in selling and administrative expenses, severance and restructuring expenses and acquisition and integration related expenses.

The decrease in earnings from operations was primarily driven by the decrease in gross profit.

EMEA’s earnings from operations decreased 33% (decreasing 35% when excluding the effects of fluctuating foreign currency exchange rates), or $15.2 million, year to year, in 2025 compared to 2024.

As a percentage of net sales, earnings from operations decreased by approximately 100 basis points to 2.3%.

APAC’s earnings from operations decreased 7% (decreasing 5% when excluding the effects of fluctuating foreign currency exchange rates), or $1.6 million, year to year, in 2025 compared to 2024.

As a percentage of net sales, earnings from operations decreased by approximately 90 basis points to 9.1%.

The decrease in earnings from operations reflects increases in selling and administrative expenses and acquisition and integration related expenses.

Adjusted Earnings from Operations.

Adjusted earnings from operations increased 2%, or $10.2 million, year over year, in 2024 compared to 2023.

Adjusted earnings from operations was relatively flat, increasing $1.6 million, year over year, in 2025 compared to 2024.

Our Adjusted earnings from operations and Adjusted earnings from operations as a percentage of net sales by operating segment were as follows for 2025 and 2024 (dollars in thousands):

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North America’s Adjusted earnings from operations decreased 1%, or $3.4 million, year to year, in 2025 compared to 2024.

As a percentage of net sales, Adjusted earnings from operations increased by approximately 30 basis points to 6.0%.

The decrease in Adjusted earnings from operations was primarily driven by increases in selling and administrative expenses, partially offset by an increase in gross profit.

EMEA’s Adjusted earnings from operations increased 18% (increasing 16% excluding the effects of fluctuating foreign currency exchange rates), or $8.4 million, year over year, in 2024 compared to 2023.

As a percentage of net sales, Adjusted earnings from operations increased by approximately 100 basis points to 4.0%.

The increase in Adjusted earnings from operations was primarily driven by increases in gross profit, partially offset by an increase in selling and administrative expenses.

APAC’s Adjusted earnings from operations increased 21% (increasing 22% excluding the effects of fluctuating foreign currency exchange rates), or $4.3 million, year over year, in 2024 compared to 2023.

As a percentage of net sales, Adjusted earnings from operations increased by approximately

INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

30 basis points to 6.3%.

The decrease in Adjusted earnings from operations was primarily driven by a decrease in gross profit, partially offset by a decrease in selling and administrative expenses.

EMEA’s Adjusted earnings from operations increased 10% (increasing 7% when excluding the effects of fluctuating foreign currency exchange rates), or $5.7 million, year over year, in 2025 compared to 2024.

As a percentage of net sales, Adjusted earnings from operations increased by approximately 50 basis points to 4.5%.

The increase in Adjusted earnings from operations reflects an increase in gross profit, partially offset by an increase in selling and administrative expenses.

The increase in Adjusted earnings from operations was primarily driven by an increase in gross profit, partially offset by a decrease in selling and administrative expenses.

APAC’s Adjusted earnings from operations decreased 3% (decreasing 1% when excluding the effects of fluctuating foreign currency exchange rates), or $0.7 million, year to year, in 2025 compared to 2024.

As a percentage of net sales, Adjusted earnings from operations decreased by approximately 50 basis points to 10.0%.

The decrease in Adjusted earnings from operations reflects an increase in selling and administrative expenses, partially offset by an increase in gross profit.

Non-Operating Expense (Income).

Interest Expense, Net.

Interest expense, net primarily relates to borrowings under our financing facilities and imputed interest under our inventory financing facilities, the Convertible Notes and the Senior Notes, partially offset by interest income generated from interest earned on cash and cash equivalent bank balances.

Interest expense increased 41%, or $19.7 million, in 2024 compared to 2023.

This was primarily due to the issuance of the Senior Notes and higher loan balances under our ABL facility.

This was partially offset by higher interest income earned in 2024 and decreased imputed interest under our inventory financing facilities.

Imputed interest under our inventory financing facilities decreased $3.6 million due to lower average daily balances in 2024 compared to 2023.

Interest expense, net primarily relates to borrowings under our financing facilities and imputed interest under our inventory financing facilities, the Convertible Notes and the Senior Notes, as applicable, partially offset by interest income generated from interest earned on cash and cash equivalent bank balances.

Interest expense net increased 46%, or $26.8 million, in 2025 compared to 2024.

This was primarily due to higher loan balances under our ABL facility, primarily resulting from the cash settlement of the Convertible Notes and a portion of the Warrants in 2025, the issuance of the Senior Notes in May 2024, lower interest income earned and increased imputed interest under our inventory financing facilities in 2025.

This was partially offset by lower ABL interest rates in 2025 compared to 2024.

For a description of our various financing facilities, see Notes 7 and 8 to our Consolidated Financial Statements in Part II, Item 8 of this report.

Other Income (Expense), Net .

Other (income) expense, net, consists primarily of foreign currency exchange gains and losses.

Other income (expense), net primarily reflects a net loss on the revaluation of warrant settlement liabilities of $25.1 million recorded in 2025 in connection with the cash settlement of a portion of the Warrants, with no comparable activity in 2024.

Foreign currency exchange gains and losses result from foreign currency transactions, including foreign currency derivative contracts and intercompany balances that are not considered long-term in nature.

The changes in net foreign currency exchange gains/losses are due primarily to the underlying changes in the applicable exchange rates, partially mitigated by our use of foreign exchange forward contracts to offset the effects of fluctuations in foreign currencies on certain of our non-functional currency assets and liabilities.

INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

Income Tax Expense.

Our effective tax rate for 2025 was 30.3% compared to 25.0% in 2024.

The decrease in the tax rate was primarily due to additional research and transferable energy tax credit benefits available in 2024 as compared to 2023.

The effective tax rate in 2024 was higher than the federal statutory rate of 21.0% primarily due to state income taxes and higher taxes on earnings in foreign jurisdictions.

These increases were offset partially by research and transferable energy tax credits.

The increase in the tax rate in 2025 as compared to 2024 was primarily due to the non-deductibility of net losses related to both the fair value adjustments associated with the warrant settlement liabilities and the revaluation of earnout liabilities.

These increases were partially offset by research and other tax credits.

The effective tax rate in 2025 was higher than the federal statutory rate of 21.0% primarily due to state income taxes, higher taxes on earnings in foreign jurisdictions and the non-deductibility of net losses related to both the fair value adjustments associated with the warrant settlement liabilities and the revaluation of earnout liabilities.

These increases were partially offset by research and transferable energy tax credits.

See Note 11 to the Consolidated Financial Statements in Part II, Item 8 of this report for further discussion of income tax expense.

INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

Use of Non-GAAP Financial Measures

Adjusted non-GAAP earnings from operations exclude (i) severance and restructuring expenses, net, (ii) certain executive recruitment and hiring related expenses, (iii) amortization of intangible assets, (iv) transformation costs, (v) certain acquisition and integration related expenses, (vi) gains and losses from revaluation of acquisition related earnout liabilities, and (vii) certain third-party data center service outage related expenses and recoveries, as applicable.

Adjusted non-GAAP earnings from operations (which we also refer to as "Adjusted earnings from operations") excludes (i) severance and restructuring expenses, net, (ii) certain executive recruitment and hiring related expenses, (iii) amortization of intangible assets, (iv) transformation costs, (v) certain acquisition and integration related expenses, (vi) gains and losses from revaluation of acquisition related earnout liabilities, (vii) certain third-party data center service outage related expenses and recoveries, and (viii) impairment losses on long lived real estate assets now held for sale, as applicable.

Adjusted non-GAAP earnings from operations is used by the Company and its management to evaluate financial performance against budgeted amounts, to calculate incentive compensation, to assist in forecasting future performance and to compare the Company’s results to those of the Company’s competitors.

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Change in fair value of earnout liabilities, net 19,901 5,402 — 25,303

(1,419) (6,430) — (7,849)

41,951 9,236 869 52,056

Transformation costs 7,142 5,941 — 13,083

Impairment loss on a long lived real estate asset held for sale 12,588 — — 12,588

Severance and restructuring expenses, net 24,538 12,046 547 37,131

Acquisition and integration related expenses 2,394 — 1,173 3,567

Adjusted non-GAAP earnings from operations $ 418,584 $ 61,614 $ 23,790 $ 503,988

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Amortization of intangible assets 62,377 6,912 292 69,581

Gain on revaluation of earnout liabilities (1,419) (6,430) — (7,849)

Transformation costs 18,355 — — 18,355

Impairment loss on a long lived real estate asset held for sale — — — —

Severance and restructuring expenses, net 23,042 7,975 588 31,605

Acquisition and integration related expenses 1,700 695 281 2,676

(1,146) 566 — (580)

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Adjusted non-GAAP EFO as a percentage of net sales 6.0 % 4.0 % 10.5 % 5.8%

In North America, other includes transformation costs of $18.4 million and data center service outage recoveries of $2.1 million for the year ended December 31, 2024

(b) In North America, other includes transformation costs of $16.6 million and data center service outage related expenses, net of recoveries of $5.0 million for the year ended December 31, 2023

Includes severance and restructuring expenses, net of $31.6 million and $6.1 million for the years ended December 31, 2024 and 2023, respectively.

Includes acquisition and integration related expenses of $2.9 million and $7.4 million for the years ended December 31, 2024 and 2023, respectively.

(a) In North America, other includes data center service outage recoveries of $0.2 million for the year ended December 31, 2025

(b) In North America, other includes data center service outage recoveries of $2.1 million for the year ended December 31, 2024

2024 Compared to 2023

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Net cash used in investing activities (309,803) (303,278)

Net cash used in financing activities (321,271) (16,712)

Net cash provided by (used in) financing activities 82,292 (321,271)

Foreign currency exchange effect on cash, cash equivalent and restricted cash balances 22,993 (17,614)

(Decrease) increase in cash, cash equivalents and restricted cash (9,318) 105,067

Increase (decrease) in cash, cash equivalents and restricted cash 99,309 (9,318)

Cash, cash equivalents and restricted cash at beginning of period 261,467 270,785

Cash, cash equivalents and restricted cash at end of period $ 360,776 $ 261,467

Cash and Cash Flow

• Our primary uses of cash during 2024 were to fund the acquisition of Infocenter, repay debt, including principal upon conversion of a portion of the Convertible Notes, fund repurchases of our common stock and to pay earnouts and other acquisition related payments.

INSIGHT ENTERPRISES, INC.

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AND RESULTS OF OPERATIONS (continued)

Cash and Cash Flow

• Our primary uses of cash during 2025 were to repay the remaining principal balance upon maturity of the Convertible Notes, to fund strategic acquisitions, to fund the cash settlement of a portion of the Warrants, and to repurchase shares of our common stock.

• Operating activities generated $303.8 million in cash in 2025, compared to $632.8 million in 2024.

• We received proceeds from the sale of assets of $13.8 million in 2024, compared to $15.5 million in 2023.

• We had net repayments under our inventory financing facilities of $13.6 million in 2024 compared to net repayments of $70.4 million in 2023.

• Net repayments under our ABL facility were $554.1 million in 2024.

• We received proceeds from the sale of assets of $13.8 million in 2024 with no comparable activity in 2025.

• We had net borrowings under our inventory financing facilities of $6.4 million in 2025 compared to net repayments of $13.6 million in 2024.

• Net borrowings under our ABL facility were $818.8 million in 2025.

• We issued $500.0 million in principal amount of Senior Notes, which we used to pay down a portion of our borrowings under our ABL facility.

Net repayments under our ABL facility were $554.1 million in 2024.

• We repaid approximately $333.1 million of the remaining principal balance upon maturity of the Convertible Notes in 2025.

• Capital expenditures were $24.5 million in 2025 compared to $46.8 million in 2024.

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We anticipate that cash flows from operations, together with the funds available under our financing facilities, will be adequate to support our expected cash and working capital requirements for operations, as well as other strategic acquisitions, over the next 12 months and beyond.

We expect existing cash and cash flows from operations to continue to be sufficient to fund our operating cash activities and cash commitments for investing and financing activities, such as capital expenditures, strategic acquisitions, repurchases of our common stock, early settlement of a portion of the Warrants in cash (as discussed further below), principal payment on the Convertible Notes that mature in February 2025, debt repayments and repayment of our inventory financing facilities for the next 12 months.

We currently expect to fund known cash commitments beyond the next 12 months through operating cash activities and/or other available financing resources.

Net cash provided by operating activities.

• Cash flow from operating activities in 2024 was $632.8 million, compared to $619.5 million in 2023.

The nominal increase in cash flow from operating activities was partially driven by a decrease in hardware net sales.

• We have an inverted cash cycle resulting from typically paying partners on shorter terms than we provide to our clients.

This generally means in periods of declining hardware sales, we typically generate increased cash from operations.

Our consolidated cash flow operating metrics for the quarters ended December 31, 2024 and 2023 were as follows:

Days sales outstanding in ending accounts

receivable (“DSOs”) (a)

Days inventory outstanding (“DIOs”) (b) 7 9

Days purchases outstanding in ending accounts

payable (“DPOs”) (c)

Cash conversion cycle (days) (d) 7 29

(a) Calculated as the balance of accounts receivable, net at the end of the period divided by daily net sales.

Daily net sales is calculated as net sales for the quarter divided by 92 days.

(b) Calculated as average inventories divided by daily costs of goods sold.

Average inventories is calculated as the sum of the balances of inventories at the beginning of the period plus inventories at the end of the period divided by two.

Daily costs of goods sold is calculated as costs of goods sold for the quarter divided by 92 days.

(c) Calculated as the sum of the balances of accounts payable – trade and accounts payable – inventory financing facilities at the end of the period divided by daily costs of goods sold.

Daily costs of goods sold is calculated as costs of goods sold for the quarter divided by 92 days.

(d) Calculated as DSOs plus DIOs, less DPOs.

INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

• Our cash conversion cycle was 7 days in the quarter ended December 31, 2024, a decrease of 22 days when compared to the fourth quarter of 2023.

• The changes in our cash conversion cycle compared to the same period in the prior year resulted from the net effect of a 58 day increase in DPOs and a 2 day decrease in DIOs partially offset by a 38 day increase in DSOs.

• The changes in our cash conversion cycle year over year were primarily the result of:

• The impact to DPOs of netting on certain revenue streams (agent net revenue) that flow through accounts payable on a gross basis while flowing through our income statement on a net basis including a significant agency transaction that based on its terms had not cleared by quarter end as well as changes in vendor mix;

• the benefit to DIOs of the reduction in hardware sales;

• the impact to DSOs of netting on certain revenue streams (agent net revenue) that flow through accounts receivable on a gross basis while flowing through our income statement on a net basis including a significant agency transaction that based on its terms had not cleared by quarter end.

• Our cash conversion cycle is impacted by netted costs that we apply to our services net sales to appropriately record net sales that we earn as an agent.

These netted costs, while excluded from both net sales and cost of goods sold, are processed and applied to accounts receivable and accounts payable in each reporting period.

As a result, our DSO and DPO calculated on the basis of unadjusted net sales and unadjusted cost of goods sold are inherently inflated.

Netted costs were $2.2 billion and $1.8 billion in the fourth quarter of 2024 and 2023, respectively.

Adjusting our cash conversion cycle calculation by adding netted costs to both daily net sales and daily costs of goods sold results in an increase in our cash conversion cycle from 7 days to 14 days in the fourth quarter of 2024 and a reduction from 29 days to 22 days in the fourth quarter of 2023, which we believe provides a more accurate reflection of our cash flow operating metrics.

This generally means in periods of growing hardware sales, we typically use cash from operations.

• Cash flow provided by operating activities in 2025 was $303.8 million, compared to $632.8 million in 2024.

The decrease in cash flow from operating activities was partially driven by a slight increase in hardware net sales.

• The decrease in cash provided by operating activities period over period is primarily due to lower net earnings combined with the impact of higher hardware net sales compared to 2024.

In 2024, our cash provided by operations was also more positively impacted by the timing of receipts compared to partner payments.

• We continue to be impacted by netted costs that we apply to our services net sales to appropriately record net sales that we earn as an agent.

These netted costs, while excluded from net sales and cost of goods sold, are processed and applied to accounts receivable and accounts payable in each reporting period.

As a result, calculation of our unadjusted cash conversion cycle, including days sales outstanding and days payables outstanding, do not provide an accurate reflection of our cash conversion metric, due to the metric components being inherently inflated.

For example, netted costs were $4.0 billion and $2.2 billion in the fourth quarter of 2025 and 2024, respectively.

• We expect that cash flow from operations will be used, at least partially, to fund working capital as we typically pay our partners on average terms that are shorter than the average terms we grant to our clients in order to take advantage of supplier discounts.

• We intend to use cash generated in 2025, in excess of working capital needs to pay down our ABL facility and inventory financing facilities, to settle a portion of the Warrants in cash, and for strategic acquisitions.

• We intend to use cash generated in 2026 in excess of working capital needs to pay down our ABL facility and inventory financing facilities, to repurchase shares of our common stock and for strategic acquisitions.

Net cash used in investing activities .

• We paid $265.0 million to acquire Infocenter on May 1, 2024, net of cash and cash equivalents acquired of $5.1 million.

Additionally, we paid $5.2 million, net of cash and cash equivalents acquired, for an entity in our EMEA segment, on July 1, 2024.

• We acquired SADA and Amdaris for approximately $398.6 million and $82.9 million, respectively, net of cash and cash equivalents acquired and excluding earn outs and hold backs in 2023.

• We received proceeds from the sale of assets, including properties held for sale, of $13.8 million and $15.5 million in 2024 and 2023, respectively.

• Capital expenditures were $46.8 million and $39.3 million in 2024 and 2023, respectively.

The majority of the capital expenditures in 2024 were used for our new Texas distribution facility and to fund technology related projects.

• We expect total capital expenditures in 2025 to be in the range of $35.0 to $40.0 million.

• We paid $203.8 million, net of cash and cash equivalents acquired of $1.4 million, to acquire Inspire11 on October 1, 2025.

Additionally, on November 3, 2025, we paid $81.5 million, net of cash, cash equivalents and restricted cash acquired of $3.8 million, to acquire Sekuro in our APAC segment.

INSIGHT ENTERPRISES, INC.

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AND RESULTS OF OPERATIONS (continued)

• We paid $265.0 million net of cash and cash equivalents acquired of $5.1 million, to acquire Infocenter on May 1, 2024.

Additionally, we paid $5.2 million, net of cash and cash equivalents acquired, for NWT in our EMEA segment, on July 1, 2024.

• We received proceeds from the sale of assets, including properties held for sale, of $13.8 million in 2024 with no comparable activity in 2025.

• Capital expenditures were $24.5 million and $46.8 million in 2025 and 2024, respectively.

The majority of the capital expenditures in 2025 were used to fund leasehold improvements and for technology related projects.

• We expect total capital expenditures in 2026 to be in the range of $20.0 to $30.0 million.

Net cash used in financing activities.

• In May 2024, we issued $500.0 million in principal amount of Senior Notes, which we used to pay down a portion of our borrowings under our ABL facility.

• During 2024, we had net repayments on our long-term debt under our ABL facility of $554.1 million and had net repayments under our inventory financing facilities of $13.6 million.

• During 2023, we had net borrowings on our long-term debt under our ABL facility of $299.6 million and had net repayments under our inventory financing facilities of $70.4 million.

• In 2024, we made earnout and acquisition related payments of $20.3 million associated with our Amdaris and Hanu acquisitions.

• In 2024, we also funded $200.0 million of repurchases of our common stock, compared to $217.1 million purchased during 2023.

• We expect to partially settle the warrants associated with the Convertible Notes in cash in the first half of 2025.

• In May 2024, we issued $500.0 million aggregate principal amount of Senior Notes, which we used to pay down a portion of our borrowings under our ABL facility.

• During 2025, we had net borrowings on our long-term debt under our ABL facility of $818.8 million, which were primarily used to fund the repayment of the remaining principal balance upon maturity of the Convertible Notes, to fund strategic acquisitions, to settle a portion of the Warrants and to repurchase shares of our common stock.

• During 2024, we had net repayments on our long-term debt under our ABL facility of $554.1 million.

• We had net borrowing under our inventory financing facilities of $6.4 million in 2025 and net repayments of $13.6 million in 2024.

• In 2025, we repaid approximately $333.1 million for the remaining principal balance upon maturity of the Convertible Notes.

• In 2024, we repaid approximately $16.9 million principal upon conversion of a portion of the Convertible Notes.

• In 2025, we paid $222.0 million to settle a portion of the Warrants relating to the Call Spread Transactions associated with the Convertible Notes in cash.

• In 2025, we made earnout and acquisition related payments of $20.2 million primarily associated with our acquisition of Infocenter.

• In 2024, we made earnout and acquisition related payments of $20.3 million associated with our acquisitions of Amdaris and Hanu.

• In 2025, we repurchased $151.1 million of our common stock, compared to $200.0 million repurchased during 2024.

2024 Compared to 2023

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Financing Facilities

Our debt balance as of December 31, 2024 was $864.1 million .

As of December 31, 2024, the current portion of our long-term debt primarily relates to the Convertible Notes.

• Our debt balance as of December 31, 2025 was $1.4 billion.

• Our objective is to pay our debt balances down while retaining adequate cash balances to meet overall business objectives.

• The Convertible Notes are subject to certain events of default and certain acceleration clauses.

As of December 31, 2024, no such events have occurred.

• The Senior Notes are subject to certain events of default and certain acceleration clauses.

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• While the ABL facility has a stated maximum amount, the actual availability under the ABL facility is limited by a minimum accounts receivable and inventory requirement.

As of December 31, 2024, eligible accounts receivables and inventory were sufficient to permit access to the full $1.8 billion under the ABL facility of which $39.0 million was outstanding.

As of December 31, 2025, eligible accounts receivable and inventory were sufficient to permit access to the full $2.0 billion under the ABL facility of which $868.2 million was outstanding.

INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

We also have agreements with financial intermediaries to facilitate the purchase of inventory from certain suppliers under certain terms and conditions.

4 unchanged sentences

amounts available and weighted average borrowings and interest rates during the year.

INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

Cash Requirements From Contractual Obligations

2 unchanged sentences

• $91.0 million under operating leases, the majority of which are due from 2026 through 2029;

• remaining contingent consideration (earnout payments) associated with our acquisition of SADA, up to a maximum of $240.0 million, payable upon certain defined contingencies being met for 2025 and 2026 that would be paid in 2026 and 2027, respectively;

• contingent consideration (earnout payments) associated with our acquisition of Amdaris, up to a maximum of $9.0 million, payable upon certain defined contingencies being met for 2025 that would be paid in 2026;

• contingent consideration (earnout payments) associated with our acquisition of Infocenter, up to a maximum of $106.3 million, payable upon certain defined contingencies being met for the years ended April 30, 2025 and April 30, 2026 that would be paid in 2025 and 2026, respectively;

• remaining contingent consideration (earnout payment) associated with our acquisition of SADA, up to a maximum of $120.0 million, payable upon certain defined contingencies being met for 2026 that would be paid in 2027;

• contingent consideration (earnout payment) associated with our acquisition of Amdaris of approximately $6.8 million for 2025, that will be paid in 2026;

• contingent consideration (earnout payment) associated with our acquisition of Infocenter, up to a maximum of $53.1 million, payable upon certain defined contingencies being met for the 12-month period ended April 30, 2026 that would be paid in 2026;

• contingent consideration (earnout payments) associated with our acquisition of Inspire11, up to a maximum of $66.0 million, payable upon certain defined contingencies being met for the12-month periods ended September 30, 2026 and September 30, 2027 that would be paid in 2026 and 2027, respectively;

• contingent consideration (earnout payments) associated with our acquisition of Sekuro, up to a maximum of AUD 122.5 million, payable upon certain defined contingencies being met for the 12-month periods ended October 31, 2026 and October 31, 2027 that would be paid in 2026 and 2027, respectively;

• a purchase commitment related to cloud services of $59.0 million that must be met by September 2029;

• a purchase commitment related to software as a service of $26.1 million that must be met by November 2026;

• a purchase commitment related to a service contract of $13.1 million that was paid in January 2026;

• $868.2 million outstanding under our ABL facility maturing in 2030;

• $493.1 million outstanding under our Senior Notes maturing in 2032.

• $333.1 million principal amount due on the Convertible Notes maturing in February 2025.

Undistributed Foreign Earnings

Cash and cash equivalents held by foreign subsidiaries may be subject to U.S.

Cash and cash equivalents held by foreign subsidiaries are generally subject to U.S.

income taxation upon repatriation to the United States.

Certain of our foreign earnings were deemed distributed as a result of the Tax Cuts and Jobs Act of 2017;

however, for years subsequent to 2017, we continue to assert indefinite reinvestment of foreign earnings for certain of our foreign subsidiaries.

As of December 31, 2024, we had approximately $217.0 million in cash and cash equivalents in our foreign subsidiaries, the majority of which reside in Canada, Australia, New Zealand and The Netherlands.

Certain of these cash balances will be remitted to the U.S.

by paying down intercompany payables generated in the ordinary course of business or through dividend distributions.

As of December 31, 2025, we had approximately $306.6 million in cash and cash equivalents in certain of our foreign subsidiaries, primarily residing in Canada, Australia, the Netherlands and New Zealand.

Certain of these cash balances will be remitted to the United States by paying down intercompany payables generated in the ordinary course of business or through actual dividend distributions.

Off-Balance Sheet Arrangements

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The magnitude, timing and nature of any future acquisitions or investments will depend on a number of factors, including the availability of suitable candidates, the negotiation of acceptable terms, our financial capabilities and general economic and business conditions.

Financing for future transactions would result in the utilization of cash, incurrence of additional debt, issuance of stock or some combination of the three.

See Note 20 to the Consolidated Financial Statements in Part II, Item 8 of this report for a discussion of our acquisitions of Infocenter in May 2024, SADA in December 2023, Amdaris in August 2023 and Hanu in June 2022.

Financing for future transactions would result in the utilization of cash, incurrence of additional debt,

INSIGHT ENTERPRISES, INC.

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AND RESULTS OF OPERATIONS (continued)

issuance of stock or some combination of the three.

See Note 21 to the Consolidated Financial Statements in Part II, Item 8 of this report for a discussion of our acquisitions of Inspire11 and Sekuro in October of 2025 and Infocenter in May 2024.

With the exception of the impact on our variable interest rate debt facilities, we have historically not been adversely affected by inflation, as technological advances and competition within the IT industry have generally caused the prices of the products we sell to decline and product life cycles tend to be short.

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We do not believe there is a reasonable likelihood there will be a material change in the estimates or assumptions used to recognize net sales.

However, if actual results are not consistent with our estimates or assumptions, it could have a material effect on our reported net sales, timing of revenue recognition and our results of operations.

We have not made any material

However, if actual results are not consistent with our estimates or assumptions, it could have a material effect on our reported net sales, timing of revenue recognition and our

INSIGHT ENTERPRISES, INC.

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AND RESULTS OF OPERATIONS (continued)

changes in accounting methodology or key assumptions used to recognize net sales during the past three fiscal years.

results of operations.

We have not made any material changes in accounting methodology or key assumptions used to recognize net sales during the past three fiscal years.

We have not made any material adjustments to our financial statements as a result of actual results not being consistent with our estimates in the past three fiscal years.

See Note 1 to the Consolidated Financial Statements in Part II, Item 8 of this report for further discussion of our accounting policies related to sales recognition and for a detailed description of our product and services offerings.

Partner Funding

We receive payments and credits from partners, including consideration pursuant to volume sales incentive programs, volume purchase incentive programs and shared marketing expense programs.

Partner funding received pursuant to volume sales incentive programs is recognized as it is earned as a reduction to costs of goods sold.

Partner funding received pursuant to volume purchase incentive programs is allocated as a reduction to inventories based on the applicable incentives earned from each partner and is recorded in costs of goods sold as the related inventory is sold.

Partner funding received pursuant to shared marketing expense programs is recorded as it is earned as a reduction of the related selling and administrative expenses in the period the program takes place if the consideration represents a reimbursement of specific, incremental, identifiable costs.

Partner funding received pursuant to certain services delivered is recorded as services net sales.

Consideration that exceeds the specific, incremental, identifiable costs is classified as a reduction of costs of goods sold.

Judgments and Uncertainties

We make period-end estimates about the anticipated achievement levels under the various partner programs in order to accrue amounts earned.

These estimates and assumptions primarily include whether we have met key net sales targets under the various partner programs.

Based on our current methodology to recognize partner funding, the amount of reported net sales and gross profit is not highly sensitive to changes in key assumptions around achievement levels.

For example, a revised assessment of the achievement level for any individual partner program would not materially affect our reported net sales or gross profit.

Effect if actual results differ from assumptions

We have not made any material changes in the methodology or key assumptions used to evaluate estimates of anticipated achievement levels under individual partner programs during the past three fiscal years.

We do not believe there is a reasonable likelihood there will be a material change in the estimates or assumptions used to recognize partner funding.

However, if our actual results are not consistent with our assumptions it could have a material effect on our results of operations and our cash flows.

We have not made any material adjustments to our financial statements as a result of actual results for partner funding not being consistent with our estimates in the past three fiscal years.

See Note 1 to the Consolidated Financial Statements in Part II, Item 8 of this report for further discussion of our accounting policies related to partner funding.

We perform an annual review of our goodwill in the fourth quarter of every year.

We continually assess if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value and assess whether any indicators of impairment exist.

INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

for our overall business, significant negative industry or economic trends, significant declines in our stock price for a sustained period or significant underperformance relative to expected historical or projected future cash flows or results of operations.

Events or circumstances that could trigger an impairment review include a significant adverse change in legal factors or in the business climate, unanticipated competition, significant changes in the manner of our use of the acquired assets or the strategy for our overall business, significant negative industry or economic trends, significant declines in our stock price for a sustained period or significant underperformance relative to expected historical or projected future cash flows or results of operations.

Any adverse change in these factors, among others, could have a significant effect on the recoverability of goodwill and could have a material effect on our consolidated financial statements.

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Additionally, during each of the years ended December 31, 2025, 2024 and 2023 we analyzed each of our reporting units and determined that no impairment charge was necessary.

Acquisition Accounting/Business Combinations

We account for acquired businesses using the acquisition method of accounting, which requires that once control of a business is obtained, all of the assets acquired and liabilities assumed, be recorded at the date of acquisition at their respective fair values, or other basis as applicable.

The excess purchase price over the estimated fair value of net assets acquired is recorded as goodwill.

We use various models to determine the value of assets acquired and liabilities assumed such as the cost method, market method, relief from royalty method, multi-period excess earnings

INSIGHT ENTERPRISES, INC.

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AND RESULTS OF OPERATIONS (continued)

and discounted cash flow methods.

Acquisition Accounting/Business Combinations

The excess purchase price over the estimated fair value of net assets acquired is recorded as goodwill.

We use various models to determine the value of assets acquired and liabilities assumed such as the cost method, market method, relief from royalty method, multi-period excess earnings and discounted cash flow methods.

We engage outside appraisal firms to assist in the fair value determination of identifiable intangible assets.

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Any such impairment charges could have a material effect on our results of operations.

We completed two business combinations in fiscal 2024, including an acquisition in EMEA, and two business combinations in fiscal 2023.

We completed two business combinations in fiscal 2025, including an acquisition in APAC, two business combinations in fiscal 2024 and two business combinations in fiscal 2023, including an acquisition in EMEA.

We have not made any material adjustments to our financial statements as a result of business combination key assumptions not being consistent with our estimates in the past three fiscal years.

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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 7. Management’s Discussion and Analysis