What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-02-12 compared with 2025-02-14 · 339 added, 317 removed, 1087 unchanged (38% of the section changed)

91 unchanged sentences

Long-term contract assets, net 53,176 86,953

86,953 132,780

Property and equipment, net 188,449 215,678

2 unchanged sentences

Long-term accounts receivable 763,923 845,943

845,943 412,666

Other assets 123,466 135,373

10 unchanged sentences

Long-term accounts payable 715,494 799,546

799,546 353,794

Other liabilities 186,659 160,527

67 unchanged sentences

Stock-based compensation expense — — — — 33,738 — — 33,738

ESPP 27 — — — 4,477 — — 4,477

Employee stock purchase plan issuances 37 — — — 4,490 — — 4,490

Shares issued upon conversion of Convertible Notes 2,833 28 — — ( 28 ) — — —

Shares received from convertible note hedge upon conversion of Convertible Notes ( 2,833 ) ( 28 ) — — 28 — — —

Settlement upon exercise of Warrants 215 2 — — ( 196,912 ) ( 196,910 )

Excise tax on stock repurchases — — — — ( 1,246 ) — — ( 1,246 )

Repurchase of treasury stock — — ( 1,201 ) ( 151,118 ) — — — ( 151,118 )

Retirement of treasury stock ( 1,201 ) ( 12 ) 1,201 151,118 ( 5,605 ) — ( 145,501 ) —

Excise tax on stock repurchases — — — — ( 1,657 ) — — ( 1,657 )

Foreign currency translation adjustments, net of tax — — — — — 44,758 — 44,758

4 unchanged sentences

Stock-based compensation expense — — — — 33,971 — — 33,971

Repurchase of treasury stock — — ( 1,634 ) ( 217,108 ) — — — ( 217,108 )

Retirement of treasury stock ( 1,634 ) ( 16 ) 1,634 217,108 ( 15,537 ) — ( 201,555 ) —

Employee stock purchase plan issuances 27 — — — 4,477 — — 4,477

Shares issued upon conversion of Notes 141 1 — — ( 1 ) — — —

Shares received from convertible note hedge upon conversion of convertible notes ( 141 ) ( 1 ) — — 1 — — —

Settlement upon early exercise of Warrants — — — — — — — —

Excise tax on stock repurchases — — — — ( 1,657 ) — — ( 1,657 )

Balances at Repurchase of treasury stock — $ — ( 1,023 ) ( 200,020 ) — — — ( 200,020 )

Balances at Retirement of treasury stock ( 1,023 ) $ ( 10 ) 1,023 $ 200,020 $ ( 10,465 ) $ — $ ( 189,545 ) $ —

Foreign currency translation adjustments, net of tax — — — — — ( 39,546 ) — ( 39,546 )

1 unchanged sentence

Balances at December 31, 2024 31,778 $ 318 — $ — $ 342,893 $ ( 81,158 ) $ 1,508,558 $ 1,770,611

INSIGHT ENTERPRISES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

Common Stock Treasury Stock Additional

Comprehensive

Earnings Total

Stockholders'

Shares Par Value Shares Amount

Balances at December 31, 2022 34,009 $ 340 — $ — $ 327,872 $ ( 58,802 ) $ 1,368,658 $ 1,638,068

2 unchanged sentences

Stock-based compensation expense — — — — 28,951 — — 28,951

Excise tax on stock repurchases — — — — ( 1,882 ) — — ( 1,882 )

Repurchase of treasury stock — — ( 1,634 ) ( 217,108 ) — — — ( 217,108 )

17 unchanged sentences

Amortization of debt issuance costs 4,423 5,591 4,870

Net loss on revaluation of warrant settlement liabilities 25,069 — —

Net change on revaluation of earnout liabilities 25,329 ( 7,848 ) —

Earnout payments in excess of acquisition date fair value ( 25,451 ) — —

Impairment loss on long lived real estate assets 12,588 — —

Other adjustments 2,038 1,054 234

1 unchanged sentence

Increase in accounts receivable ( 1,159,735 ) ( 656,092 ) ( 11,892 )

Decrease in inventories 54,439 75,729 53,711

(Increase) decrease in inventories ( 37,396 ) 54,439 75,729

Decrease (increase) in contract assets 48,884 58,433 ( 13,840 )

Increase in long-term accounts receivable ( 454,887 ) ( 126,850 ) ( 17,015 )

Decrease (increase) in long-term accounts receivable 108,956 ( 454,887 ) ( 126,850 )

Decrease in other assets 3,412 16,199 34,061

Increase in accounts payable 1,047,396 825,555 216,229

Increase in long-term accounts payable 441,881 111,790 7,931

Decrease in accrued expenses and other liabilities ( 51,613 ) ( 35,518 ) ( 3,518 )

(Decrease) increase in long-term accounts payable ( 107,533 ) 441,881 111,790

Increase (decrease) in accrued expenses and other liabilities 43,625 ( 51,613 ) ( 35,518 )

Net cash provided by operating activities:

9 unchanged sentences

Repayments on ABL revolving credit facility ( 5,202,845 ) ( 5,176,546 ) ( 4,288,036 )

Net repayments under inventory financing facilities ( 13,577 ) ( 70,408 ) ( 8,307 )

Warrants settlement ( 221,978 ) — —

Repayment of principal on the Convertible Notes ( 333,091 ) ( 16,895 ) —

Net borrowings (repayments) under inventory financing facilities 6,374 ( 13,577 ) ( 70,408 )

Proceeds from issuance of senior unsecured notes — 500,000 —

Payment of debt issuance costs ( 6,487 ) ( 8,652 ) —

Repayment of principal on the Convertible Notes ( 16,895 ) — —

Repurchases of common stock ( 151,118 ) ( 200,020 ) ( 217,108 )

1 unchanged sentence

Other payments ( 9,974 ) ( 7,711 ) ( 13,141 )

Net cash (used in) provided by financing activities:

Net cash provided by (used in) financing activities:

82,292 ( 321,271 ) ( 16,712 )

Foreign currency exchange effect on cash, cash equivalents and restricted cash balances 22,993 ( 17,614 ) 7,449

(Decrease) increase in cash, cash equivalents and restricted cash ( 9,318 ) 105,067 59,741

Increase (decrease) in cash, cash equivalents and restricted cash

99,309 ( 9,318 ) 105,067

Cash, cash equivalents and restricted cash at beginning of period 261,467 270,785 165,718

5 unchanged sentences

Description of 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 our clients achieve meaningful business outcomes and drive real results at scale.

We serve these clients in North America;

1 unchanged sentence

and Asia-Pacific (“APAC”).

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

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

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

6 unchanged sentences

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

Effective October 31, 2025, we acquired 100 percent of the issued and outstanding shares of Sekuro Limited (“Sekuro”) for a preliminary cash purchase price of approximately $ 79,522,000 , net of cash, cash equivalents and restricted cash acquired of $ 3,822,000 and excluding the estimated fair value of earn outs, reported in other liabilities, of up to AUD 122,500,000 .

Effective October 1, 2025, we acquired 100 percent of the issued and outstanding equity of Inspire11 LLC (“Inspire11”) for a preliminary cash purchase price of approximately $ 209,689,000 , net of cash and cash equivalents acquired of $ 1,413,000 and excluding the estimated fair value of earn outs, reported in other liabilities, of up to $ 66,000,000 .

Effective May 1, 2024, we acquired 100 percent of the issued and outstanding shares of Infocenter.io Corporation ("Infocenter") for a cash purchase price of $ 265,000,000 , net of cash and cash equivalents acquired of $ 5,103,000 , and excluding the estimated fair value of earn outs, reported in other liabilities, of up to $ 106,250,000 .

Effective December 1, 2023, we acquired SADA Systems, LLC ("SADA"), a provider of cloud consultancy and technical services, for a cash purchase price of approximately $ 399,762,000 , net of cash and cash equivalents acquired of $ 24,701,000 and excluding the estimated fair value of earn outs, reported in other liabilities, with a range of payouts through 2027 of $ 0 to $ 390,000,000 .

The acquisition was funded through a combination of cash on hand and borrowings under our senior secured revolving credit facility (the “ABL facility”).

Effective August 17, 2023, we acquired Amdaris Group Limited (“Amdaris”), a software development and digital services specialist, for a cash purchase price of approximately $ 82,875,000 , net of cash and cash equivalents acquired, and excluding the estimated fair value of earn outs, reported in other liabilities, with a range of payouts through 2026 of $ 0 to $ 54,391,000 .

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

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

(See Note 21 for a discussion of our acquisitions).

6 unchanged sentences

and its consolidated subsidiaries, unless the context suggests otherwise.

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Acquisition Accounting

The Company accounts for all business combinations using the acquisition method of accounting, which allocates the fair value of the purchase consideration to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values.

The excess of the purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill.

The excess of the purchase consideration over the fair values of

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

these identifiable assets and liabilities is recorded as goodwill.

When determining the fair values of assets acquired and liabilities assumed, management makes estimates and assumptions.

21 unchanged sentences

Such awareness may be as a result of bankruptcy filings, or deterioration in the client’s or partner’s operating results or financial position.

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Allowance for Contract Assets

2 unchanged sentences

Probability of default rates are published quarterly by third-party credit agencies.

Adjustments to our initial credit risk ratings may take into account various customer specific factors, including estimated loss given default, the locations in which the customer is operating and macroeconomic conditions.

Adjustments to our initial credit risk ratings may take into account various customer specific factors, including estimated loss given default, the

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

locations in which the customer is operating and macroeconomic conditions.

These adjustments result in our internal risk rating categorization as low, moderate or high, as disclosed in Note 2.

19 unchanged sentences

Impairment, if any, is based on the excess of the carrying amount over the estimated fair value of those assets.

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Goodwill is recorded when the purchase price paid for an acquisition exceeds the estimated fair value of net identified tangible and intangible assets acquired.

8 unchanged sentences

Changes in these estimates and assumptions could materially affect the determination of fair value or goodwill impairment, or both.

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Intangible Assets

14 unchanged sentences

We use the implicit rate when readily determinable.

The operating lease ROU

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

asset includes any prepaid lease payments and additional direct costs and excludes lease incentives.

The operating lease ROU asset includes any prepaid lease payments and additional direct costs and excludes lease incentives.

Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.

11 unchanged sentences

Revenue is measured based on the consideration specified in a contract with a client, and excludes any sales incentives and amounts collected on behalf of third parties.

The Company recognizes revenue when it satisfies a performance obligation by transferring control of a product or service or by arranging for the sale of a vendor’s products or service to a client.

The Company recognizes revenue when it

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

satisfies a performance obligation by transferring control of a product or service or by arranging for the sale of a vendor’s products or service to a client.

Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a client, are excluded from revenue.

10 unchanged sentences

The transaction price for hardware sales is adjusted for estimated product returns that we expect to occur under our return policy based upon historical return rates.

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

We leverage drop-shipment arrangements with many of our partners and suppliers to deliver products to our clients without having to physically hold the inventory at our warehouses, thereby increasing efficiency and reducing costs.

8 unchanged sentences

For renewals, revenue is recognized upon the commencement of the software license agreement or when the renewal term begins, as applicable.

A substantial portion of the software licenses we sell are perpetual software licenses and do not require renewal or extension after their initial purchase by the client.

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

A portion of the software licenses we sell are perpetual software licenses and do not require renewal or extension after their initial purchase by the client.

Such perpetual licenses are periodically subject to true-up, whereby additional perpetual licenses are sold under the client’s pre-existing master agreement.

1 unchanged sentence

Since the client already possessed copies of the licensed software prior to the true-up, software revenue related to the underlying additional licenses is recognized when we agree to the true-up with our client and the partner.

Security Software

For sales transactions for certain security software products that are sold with integral third-party delivered software maintenance, we record the software license on a net basis, as the agent in the arrangement.

We report all fees earned from these activities net within our services net sales category in our consolidated statements of operations.

Services Offerings

5 unchanged sentences

Because we are acting as the software publisher’s agent, revenue is recognized when the parties agree to the initial purchase, renewal or extension as our agency services are then complete.

We report all fees earned from activities reported net within our services net sales category in our consolidated statements of operations.

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

We report all fees earned from these activities net within our services net sales category in our consolidated statements of operations.

Vendor Direct Support Services Contracts

4 unchanged sentences

Because we are acting as the agent, revenue is recognized when the parties agree to the purchase of the support services contract as our agency services are then complete.

We report all fees earned from these activities net within our services net sales category in our consolidated statements of operations.

Cloud / Software-as-a-Service Offerings

7 unchanged sentences

Where this variable consideration is uncertain, we recognize our agency revenue to the extent that a significant reversal will not occur.

We report all fees earned from these activities net within our services net sales category in our consolidated statements of operations.

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Insight Delivered Services

10 unchanged sentences

We recognize revenue on fixed fee professional services contracts using a proportional performance method of revenue recognition based on the ratio of direct labor and other allocated costs incurred to total estimated direct labor and other allocated costs.

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

OneCall Support Services Contracts

5 unchanged sentences

We recognize the revenue ratably over the contract term of the stand ready obligation, generally one to three years .

On our consolidated balance sheet, a significant portion of our contract liabilities balance relates to OneCall support services agreements for which clients have paid or have been invoiced but for which we have not yet recognized the applicable services revenue.

On our consolidated balance sheet, a portion of our contract liabilities balance relates to OneCall support services agreements for which clients have paid or have been invoiced but for which we have not yet recognized the applicable services revenue.

We also defer incremental direct costs to fulfill our service contracts that we prepay to third parties for direct support of our fulfillment of the service contract to our clients under our contract terms and amortize them into operations over the term of the contracts.

Third-party Provided Services

Third-party Sub-Contractor Services

A majority of our third-party sub-contractor services contracts are entered into in conjunction with other services contracts under which the services are performed by Insight teammates.

2 unchanged sentences

We recognize revenue for these contracts as the underlying services are performed and we satisfy our performance obligations.

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Third-party Services

For certain third-party service contracts in which we do not control the services prior to transferring to our clients because we are not responsible for fulfillment of the services, we have concluded that we are an agent in the transaction and record revenue on a net sales recognition basis.

We report all fees earned from these activities net within our services net sales category in our consolidated statements of operations.

Costs of Goods Sold

6 unchanged sentences

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

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

applicable incentives earned from each partner and is recorded in cost of goods sold as the related inventory is 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 cost 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.

10 unchanged sentences

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

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Advertising Costs

4 unchanged sentences

Stock-based compensation is measured based on the fair value of the award on the date of grant and the corresponding expense is recognized over the period during which an employee is required to provide service in exchange for the reward.

Stock-based compensation expense is classified in the same line item of our consolidated statements of operations as other payroll-related expenses specific to the employee.

Stock-based compensation expense is included within selling and administrative expenses in our consolidated statements of operations as other payroll-related expenses specific to the employee.

Compensation expense related to service-based restricted stock units (“RSUs”) is recognized on a straight-line basis over the requisite service period for the entire award.

8 unchanged sentences

Income and expense items are translated at the average exchange rate for each month within the year.

The resulting translation adjustments are recorded directly in accumulated other comprehensive income, net of tax – foreign currency translation adjustments as a separate component of

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

stockholders’ equity.

The resulting translation adjustments are recorded directly in accumulated other comprehensive income, net of tax – foreign currency translation adjustments as a separate component of stockholders’ equity.

Net foreign currency transaction gains/losses, including transaction gains/losses on intercompany balances that are not of a long-term investment nature and non-functional currency cash balances, are reported in other expense (income), net within non-operating (income) expense in our consolidated statements of operations.

Derivative Financial Instruments

We enter into forward foreign exchange contracts to mitigate the risk of non-functional currency monetary assets and liabilities on our consolidated financial statements.

These forward contracts are not designated as hedge instruments.

The fair value of the related derivative assets and liabilities are recorded gross in other current assets and accrued expenses and other current liabilities in our consolidated balance sheets.

Gains/losses are recorded net in non-operating (income) expense in our consolidated statements of operations.

We also enter into forward contracts to hedge a portion of the Company's net investment in foreign currency denominated operations.

These forward contracts are designated as net investment hedges.

The fair value of the related derivative assets and liabilities are recorded gross in other current assets and accrued expenses and other current liabilities in our consolidated balance sheets.

Gains/losses are recorded net in foreign currency translation adjustments in our consolidated statements of comprehensive income.

The Company classifies cash flows related to the settlement of its net investment hedges as investing activities in our consolidated statements of cash flows.

Income taxes are accounted for under the asset and liability method.

3 unchanged sentences

We recognize net deferred tax assets to the extent that we believe these assets are more likely than not to be realized.

In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies and results of recent operations.

In making such a determination, we consider all available positive and negative evidence,

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies and results of recent operations.

If we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

8 unchanged sentences

Such estimates are subject to change and may affect our results of operations and our cash flows.

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Net Earnings Per Share (“EPS”)

1 unchanged sentence

Diluted EPS is computed on the basis of the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method.

Dilutive potential common shares include outstanding RSUs and certain shares underlying our outstanding convertible senior notes (the "Convertible Notes") and the warrants (the "Warrants") relating to the Call Spread Transactions (as defined in Note 8), as applicable.

Dilutive potential common shares include outstanding RSUs and certain shares underlying our previously outstanding 0.75 % Convertible Senior Notes due 2025 (the "Convertible Notes") and the warrants (the "Warrants") relating to the Call Spread Transactions (as defined in Note 8), as applicable.

A reconciliation of the denominators of the basic and diluted EPS calculations follows (in thousands, except per share data):

8 unchanged sentences

433 3,205 2,619

Warrants 335 2,348 1,343

Weighted-average shares used to compute diluted EPS

5 unchanged sentences

These share-based awards could be dilutive in the future.

For the years ended December 31, 2023, and 2022, certain potential outstanding shares underlying the Warrants were excluded from the diluted EPS calculations because their inclusion would have been anti-dilutive.

For the year ended December 31,

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

2023, certain potential outstanding shares underlying the Warrants were excluded from the diluted EPS calculations because their inclusion would have been anti-dilutive.

Recently Issued Accounting Standards

5 unchanged sentences

The Company is currently evaluating the impact the adoption of this standard will have on its consolidated financial statements.

Recently Adopted Accounting Standards

In December 2023, the FASB issued Accounting Standard Update ASU No.

2 unchanged sentences

The standard is intended to aid business leaders and investors to make more informed investment decisions.

The guidance is effective for annual periods beginning after December 15, 2024 and can be applied

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

prospectively, with an option for retrospective application, and early adoption is allowed.

The Company plans to adopt this standard on January 1, 2025.

The adoption is not expected to have a material impact on the Company’s disclosures.

Recently Adopted Accounting Standards

The guidance is effective for annual periods beginning after December 15, 2024 and can be applied prospectively, with an option for retrospective application, and early adoption is allowed.

The Company adopted this standard for the year ended December 31, 2025.

The adoption of this standard did not have a material effect on the Company's consolidated financial statements or disclosures.

In November 2023, the FASB issued ASU No.

4 unchanged sentences

The standard is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024 with early adoption being permitted.

We adopted the annual requirements of this standard effective January 1, 2024 and will adopt the interim period requirements of this standard effective January 1, 2025.

This standard did not have a material effect on the Company's consolidated financial statements or disclosures.

In September 2022, the FASB issued ASU No.

2022-04, “Liabilities - Supplier Finance Programs (Subtopic 405-50)”.

This standard is intended to address requests from stakeholders for information about an entity’s use of supplier finance programs and their effect on the entity’s working capital, liquidity, and cash flows.

The guidance was effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the amendment on roll-forward information requirement, which is effective for fiscal years beginning after December 15, 2023.

The Company adopted this standard effective January 1, 2023, with the exception of the roll-forward information requirement, which we adopted in the current annual period.

The adoption did not have a material effect on the Company's disclosures.

We adopted the annual requirements of this standard effective January 1, 2024 and adopted the interim period requirements of this standard effective January 1, 2025.

The adoption of this standard did not have a material impact on the Company's consolidated financial statements or disclosures.

(2) Receivables, Contract Assets, Contract Liabilities and Performance Obligations

4 unchanged sentences

Contract assets, net $ 65,745 $ 81,980

81,980 120,518

Long-term accounts receivable, net $ 763,923 $ 845,943

6 unchanged sentences

Balances at December 31, 2023 $ 272,287

Balances at Contract assets acquired through business combination 246,666

Reclassification of beginning contract assets to receivables, as a result of rights to consideration becoming unconditional ( 85,619 )

Contract assets recognized, net of reclassification to receivables 18,182

Measurement period adjustments to acquired contract assets ( 26,412 )

Balances at December 31, 2024 $ 178,438

1 unchanged sentence

Contract assets recognized, net of reclassification to receivables 23,082

Measurement period adjustments to acquired contract assets ( 26,412 )

Balances at December 31, 2025 $ 126,228

3 unchanged sentences

Gross contract assets by our internal risk ratings as of December 31, 2025 are summarized as follows (in thousands):

Low risk $ 39,439

Moderate risk 54,790

High risk 31,999

Total contract assets $ 126,228

6 unchanged sentences

Cash received in advance and not recognized as revenue 123,352

Contract liabilities acquired through business combination 132

Balances at December 31, 2025 $ 152,910

7 unchanged sentences

With the exception of remaining performance obligations associated with our OneCall Support Services contracts which are included in the table above regardless of original duration, the remaining performance obligations that have original expected durations of one year or less are not included in the table above.

Amounts not included in the table above have an average original expected duration of seven months.

Additionally, for our time and material services contracts, whereby we have the right to consideration from a client in an amount that corresponds directly with the value to the client of our performance completed to date, we recognized revenue in the amount to which we have a right to invoice as of December 31, 2024 and do not disclose information about related remaining performance obligations in the table above.

Our open time and material contracts at December 31, 2024, have an average expected duration of 29 months.

Certain contracts are cancellable for convenience and are effectively month-to-month.

These contracts are excluded from the remaining performance obligation disclosure under the practical expedient for contracts with an original expected duration of one year or less.

Additionally, for our time and material services contracts, including disposal service arrangements, whereby we have the right to consideration from a client in an amount that corresponds directly with the value to the client of our performance completed to date, we recognized revenue in the amount to which we have a right to invoice as of December 31, 2025 and do not disclose information about related remaining performance obligations in the table above.

Assets recognized for costs of obtaining a contract with a customer

2 unchanged sentences

We record sales commissions on contracts with performance periods that exceed one year as an asset and amortize the asset to expense over the related contract performance period.

As of December 31, 2024 and 2023, the related asset balance was $ 11,912,291 and $ 11,892,384 , respectively.

As of December 31, 2025 and 2024, the related asset balance was approximately $ 8,991,000 and $ 11,912,000 , respectively.

The expense is expected to be recognized over the next 58 months.

(3) Assets Held for Sale

During 2023, we completed the sale of our properties in Montreal, Canada and Sheffield, United Kingdom for the total net proceeds of approximately $ 15,476,000 .

During 2025, our property in Santa Monica, California met the criteria to be classified as held for sale, within other current assets, and the carrying value of the property was determined to be greater than its estimated fair value less costs to sell.

Accordingly, the Company recorded a loss on impairment of a long lived real estate asset of $ 12,588,000 , within selling and administrative expenses.

We acquired the Santa Monica property as part of an acquisition in 2019.

During 2024, we did not have any assets held for sale.

18 unchanged sentences

Goodwill acquired during 2024 191,728 5,547 — 197,275

Measurement period adjustments 17,807 — — 17,807

Foreign currency translation adjustment ( 3,936 ) ( 1,380 ) ( 595 ) ( 5,911 )

4 unchanged sentences

Balance at December 31, 2025 $ 985,594 $ 100,260 $ 83,880 $ 1,169,734

On May 1, 2024, we acquired Infocenter, which is reported in our North America business.

On October 1, 2025, we acquired Inspire11, which is reported in our North America business.

Under the acquisition method of accounting, the preliminary purchase price for the acquisition was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values.

The excess purchase price over fair value of net assets acquired of approximately $ 188,339,000 was recorded as goodwill in the North America reporting unit.

The primary driver for this acquisition was to enhance our Solutions Integrator offering framework to drive better business outcomes for our clients by enabling them to scale their multicloud environments with modern infrastructure, applications, and unified data and AI platforms.

On December 1, 2023, we acquired SADA, which is reported in our North America business.

The primary driver for this acquisition was to enhance our capabilities as a leading solutions integrator through the integration of proven AI delivery accelerators, deep data and analytics expertise, and a results-driven methodology to convert AI initiatives into tangible business value and transformative growth.

The goodwill recognized primarily reflects the value of the acquired assembled workforce, expected synergies with our digital consulting and solutions integration capabilities, anticipated opportunities to expand our advisory and professional services offerings.

Effective October 31, 2025, we acquired Sekuro, which is reported in our APAC business.

The excess purchase price over fair value of net

The excess purchase price over fair value of net assets acquired of approximately $ 75,740,000 was recorded as

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

assets acquired of approximately $ 117,022,000 was recorded as goodwill in the North America reporting unit.

The primary driver for this acquisition was to strengthen our ability to benefit from the growing trend of multicloud adoption, and to accelerate our progress toward our strategic objective of growing cloud services and solutions.

On August, 17, 2023 we acquired Amdaris, which is reported in our EMEA business.

goodwill in the APAC reporting unit.

The primary driver for this acquisition was to expand our cybersecurity capabilities in APAC, which we believe will position us to better meet the growing demand for comprehensive security solutions in an increasingly complex threat landscape.

The goodwill recognized primarily reflects the value of the acquired technical workforce, expected synergies with our existing cybersecurity portfolio, and anticipated growth opportunities in the APAC region.

On May 1, 2024, we acquired Infocenter, which is reported in our North America business.

The excess purchase price over fair value of net assets acquired of approximately $ 71,698,000 was recorded as goodwill in the EMEA reporting unit.

The primary driver for this acquisition was to expand our capacity to deliver services to support clients’ digital transformation initiatives in EMEA.

The excess purchase price over fair value of net assets acquired of approximately $ 191,116,000 was recorded as goodwill in the North America reporting unit.

The goodwill recognized primarily reflects the acquired workforce, expected synergies, and other benefits associated with expanding our Solutions Integrator capabilities.

We performed our annual test of goodwill for impairment during the fourth quarter of 2025.

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The inventory financing facilities will remain in effect until they are terminated by any of the parties.

In the second quarter of 2023, the Company transitioned the reference rate for invoices issued in U.S.

Dollars under the PNC facility from LIBOR to the Term Secured Overnight Financing Rate ("Term SOFR") benchmark provisions.

If balances are not paid within stated vendor terms (typically 60 days), they will accrue interest at prime plus 2.00 % on the MUFG facility, Canadian Overnight Repo Rate Average plus 4.50 % on the Canada facility and Term SOFR, EURIBOR, or SONIA, as applicable, plus 4.50 % and 0.25 % on the PNC (other than the Canada facility) and EMEA facilities, respectively.

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Long-term debt $ 1,361,327 $ 531,233

On May 14, 2024, we entered into the Fourth Amendment to the Credit Agreement (as amended, the "credit agreement") to modify our senior secured revolving credit facility (the “ABL facility”).

The amendment, among other things, releases certain immaterial guarantors from their obligations under the credit agreement.

Our maximum borrowing amount under the ABL facility is $ 1,800,000,000 , including a maximum borrowing capacity that could be used for borrowing in certain foreign currencies of $ 350,000,000 .

On December 19, 2025, we entered into the Sixth Amendment to the Credit Agreement (as amended, the "credit agreement") to modify our senior secured revolving credit facility (the “ABL facility”).

The amendment, among other things, increased the maximum borrowing amount under the ABL facility from $ 1,800,000,000 to $ 2,000,000,000 , including a maximum borrowing capacity that could be used for borrowing by certain foreign subsidiaries of $ 350,000,000 .

The amendment also extended the maturity date of the ABL facility from July 22, 2027 to December 19, 2030 and increased our flexibility with respect to the sale of receivables.

From time to time and at our option, we may request to increase the aggregate amount available for borrowing under the ABL facility by up to an aggregate of the U.S.

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The ABL facility provides for an uncommitted first-in, last-out revolving facility in an aggregate amount of up to $ 100,000,000 .

The interest rates applicable to borrowings under the ABL facility are based on the average aggregate excess availability under the ABL facility as set forth on a pricing grid in the credit agreement.

The ABL facility matures on July 22, 2027.

As of December 31, 2025, eligible accounts receivable and inventory permitted availability to the full $ 2,000,000,000 facility amount, of which $ 868,209,000 was outstanding.

Amounts outstanding under the ABL facility bear interest, payable quarterly, at a floating rate equal to SOFR, EURIBOR, AUD Rate, or SONIA, as applicable, plus a pre-determined spread of 1.25 % to 1.50 %.

The floating interest rate applicable at December 31, 2024 was 5.90 % per annum for the ABL facility.

outstanding under the ABL facility bear interest, payable monthly or quarterly, at a floating rate equal to SOFR, EURIBOR, AUD Rate, or SONIA, as applicable, plus a pre-determined spread of 1.25 % to 1.50 %.

The weighted average floating interest rate applicable on borrowings at December 31, 2025 was 5.34 % per annum for the ABL facility.

In addition, we pay a quarterly commitment fee on the unused portion of the facility of 0.25 %, and our letter of credit participation fee ranges from 1.25 % to 1.50 %.

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If a default occurs (subject to customary grace periods and materiality thresholds) under the credit agreement, certain actions may be taken, including, but not limited to, possible termination of commitments and required payment of all outstanding principal amounts plus accrued interest and fees payable under the credit agreement.

As of December 31, 2025, no such events have occurred.

Senior Unsecured Notes due 2032

On May 20, 2024, we issued $ 500,000,000 aggregate principal amount of 6.625 % Senior Notes due 2032 (the "Senior Notes") that mature on May 15, 2032.

The Senior Notes are

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

senior unsecured obligations of the Company and guaranteed by each of the Company's existing and future direct and indirect U.S.

The Senior Notes are senior unsecured obligations of the Company and guaranteed by each of the Company's existing and future direct and indirect U.S.

subsidiaries that is or becomes a guarantor or borrower under the ABL facility, subject to certain exceptions.

The net proceeds from the offering were used to repay a portion of the outstanding borrowings under the ABL facility.

The Senior Notes were issued pursuant to an indenture (the "Senior Notes Indenture") containing certain covenants that limit the Company's ability to, subject to certain exceptions, create, incur, or assume liens to secure debt, among other things.

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

secure debt, among other things.

The Senior Notes bear interest at an annual rate of 6.625 % payable semiannually, in arrears, on May 15 th and November 15 th of each year beginning on November 15, 2024.

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As of December 31, 2025, no such events have occurred.

The Senior Notes consist of the following balances reported within the consolidated balance sheet as of December 31, 2024 (in thousands):

The Senior Notes consist of the following balances reported within the consolidated balance sheets as of December 31, 2025 and 2024 (in thousands):

Principal $ 500,000 $ 500,000

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Convertible Senior Notes due 2025

In August 2019, we issued $ 350,000,000 aggregate principal amount of the Convertible Notes that mature on February 15, 2025.

The Convertible Notes bear interest at an annual rate of 0.75 % payable semiannually, in arrears, on February 15 th and August 15 th of each year.

The Convertible Notes are general unsecured obligations of Insight and are guaranteed on a senior unsecured basis by Insight Direct USA, Inc., a wholly owned subsidiary of Insight.

Prior to the close of business on the business day immediately preceding June 15, 2024, holders of the Convertible Notes could have converted their notes at their option at any time under certain circumstances.

Beginning June 15, 2024 until the close of business on the second scheduled trading day immediately preceding the maturity date, the holders may convert their Convertible Notes at any time, regardless of such circumstances.

In August 2019, we issued $ 350,000,000 aggregate principal amount of the Convertible Notes that matured on February 15, 2025.

The Convertible Notes bore interest at an annual rate of 0.75 % payable semiannually, in arrears, on February 15 th and August 15 th of each year.

The Convertible Notes were general unsecured obligations of Insight and were guaranteed on a senior unsecured basis by Insight Direct USA, Inc., a wholly owned subsidiary of Insight.

Upon maturity, the significant majority of Convertible Note holders elected to convert their notes.

As a result, the aggregate principal amount of $ 333,091,000 was settled in cash with the additional amounts due as a result of conversion being settled in shares of our common stock.

The conversion rate was 14.6376 shares of common stock per $ 1,000 principal amount of the Convertible Notes (equivalent to the initial conversion price of approximately $ 68.32 per share of common stock).

We issued 2,832,627 shares upon conversion.

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Convertible Notes mature on February 15, 2025 and we are required to settle the principal amount of the Convertible Notes in cash.

As such, the Convertible Notes balance net of unamortized debt issuance costs is classified as a current liability.

Upon conversion, we will pay cash equal to the principal amount of the Convertible Notes, plus shares of our common stock for any additional amounts due.

The conversion rate will initially be 14.6376 shares of common stock per $ 1,000 principal amount of the Convertible Notes (equivalent to an initial conversion price of approximately $ 68.32 per share of common stock).

The conversion rate is subject to change in certain circumstances and will not be adjusted for any accrued and unpaid interest.

As of December 31, 2024, the maximum number of shares issuable upon conversion, including the effect of a fundamental change and subject to other conversion rate adjustments, was 6,460,532 .

In September 2023, an individual Convertible Note holder exercised their option to convert their Convertible Notes in the aggregate principal amount of $ 16,895,000 , which was settled in January 2024.

As a result, the principal amount of the Convertible Notes was settled in cash with additional amounts due being settled in shares of our common stock.

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

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

The Convertible Notes consist of the following balances reported within the consolidated balance sheet as of December 31, 2024 and 2023 (in thousands):

The Convertible Notes consist of the following balances reported within the consolidated balance sheets as of December 31, 2025 and 2024 (in thousands):

Principal $ — $ 333,091

debt issuance costs, net of accumulated amortization — ( 224 )

( 224 ) ( 2,012 )

Net carrying amount $ — $ 332,867

The following table summarizes the interest expense components resulting from the Convertible Notes reported within the consolidated statement of operations for the years ended December 31, 2024, 2023 and 2022 (in thousands):

2024 2023 2022

Contractual coupon interest $ 2,625 $ 2,625 $ 2,625

Amortization of debt issuance costs $ 1,789 $ 1,789 $ 1,789

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In January 2022, we filed an irrevocable settlement election notice with the note holders to inform them of our election to settle the principal amount of the Convertible Notes in cash.

The remaining life of the debt issuance cost accretion is approximately 0.13 years.

The effective interest rate on the principal of the Convertible Notes is 0.75 %.

Interest expense resulting from the Convertible Notes reported within the consolidated statement of operations for the years ended December 31, 2024, 2023 and 2022 is made up of contractual coupon interest and amortization of debt issuance costs.

The effective interest rate on the principal of the Convertible Notes was 0.75 %.

Interest expense resulting from the Convertible Notes reported within the consolidated statement of operations for the years ended December 31, 2025, 2024, and 2023, as applicable, is made up of contractual coupon interest and amortization of debt issuance costs.

Convertible Note Hedge and Warrant Transaction

In connection and concurrent with the issuance of the Convertible Notes, we entered into certain convertible note hedge and warrant transactions (the "Call Spread Transactions") with respect to the Company’s common stock.

The convertible note hedge consists of an option to purchase up to 5,123,160 common stock shares at a price of $ 68.32 per share.

The hedge expires on February 15, 2025 and can only be concurrently executed upon the conversion of the Convertible Notes.

We paid approximately $ 66,325,000 for the convertible note hedge transaction.

Additionally, we sold Warrants to purchase 5,123,160 shares of common stock at a price of $ 103.12 per share.

The Warrants expire on May 15, 2025 and can only be exercised at maturity.

The Company received aggregate proceeds of approximately $ 34,440,000 for the sale of the Warrants.

See Note 21 for additional information about the planned settlement of a portion of the Warrants in cash.

The Call Spread Transactions have no effect on the terms of the Convertible Notes and reduce potential dilution by effectively increasing the initial conversion price of the Convertible Notes to $ 103.12 per share of the Company’s common stock.

The convertible note hedge consisted of an option to purchase up to 5,123,160 common stock shares at a price of $ 68.32 per share.

On February 15, 2025, we executed the convertible note hedge upon the conversion of the Convertible Notes discussed above.

Upon execution, we received 2,833,276 shares of common stock, which we used to meet our obligation under the Convertible Notes to issue shares of common stock upon conversion.

Additionally, we sold Warrants to purchase 5,123,160 shares of common stock at a price of $ 103.12 per share as part of the Call Spread Transactions.

The Warrants expired on May 15, 2025 and could not be exercised prior to maturity.

The Company received aggregate proceeds of approximately $ 34,440,000 in 2019 for the sale of the Warrants.

On January 6, 2025, we entered into an agreement to settle 2,049,264 of the total 5,123,160 Warrants.

These Warrants were settled entirely in cash for $ 138,892,000 on February 27, 2025.

We recorded a liability of approximately $ 112,590,000 to accrued expenses and other current liabilities upon execution of the agreement.

The change in the fair value of the settlement liability through the settlement date of $ 26,301,000 was recognized in net income.

On February 25, 2025, we entered into an agreement to settle an additional 1,536,948 of the remaining Warrants.

These Warrants were settled entirely in cash for $ 83,072,000 on April 2, 2025.

We recorded a liability of approximately $ 84,304,000 to accrued expenses and other current liabilities upon execution of the agreement.

The change in the fair value of the settlement liability through the settlement date of $ 1,233,000 was recognized in net income.

During 2025, the remaining 1,536,948 Warrants were either settled or expired with no value.

We issued an aggregate of 215,324 shares of our common stock to settle the remaining Warrants.

As a result, there were no outstanding Warrants as of December 31, 2025.

The Call Spread Transactions had no effect on the terms of the Convertible Notes and reduced potential dilution by effectively increasing the initial conversion price of the Convertible Notes to $ 103.12 per share of the Company’s common stock.

Other Financing Obligations

From time to time, we enter into finance leases and other financing agreements with financial intermediaries to facilitate the purchase of products from certain vendors.

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The current and long-term portions of our other financing obligations are included in the current and long-term portions of long-term debt in the table above and in our consolidated balance sheets as of December 31, 2025 and 2024.

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Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following table provides information about the financial statement classification of our lease balances reported within the consolidated balance sheets as of December 31, 2024 and December 31, 2023 (in thousands):

Leases Classification 2025 2024

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Selling and administrative expenses $ 21,416 $ 24,008

Excludes short-term and variable lease costs, which are immaterial.

(a) Excludes short-term and variable lease costs, which are immaterial.

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Future minimum lease payments under non-cancelable leases as of December 31, 2025 are as follows (in thousands):

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Present value of lease liabilities $ 80,049

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following table provides information about the remaining lease terms and discount rates applied as of December 31, 2025 and 2024:

8 unchanged sentences

11,814 19,906

(a) Includes operating lease assets acquired as part of the Infocenter acquisition of $ 3,706,000 in 2024.

Includes operating lease assets acquired as part of the Amdaris and SADA acquisitions of $ 2,881,000 and $ 2,032,000 in 2023, respectively.

(a) Includes operating lease assets acquired as part of the Inspire11 and Sekuro acquisitions of $ 3,505,000 and $ 2,130,000 in 2025, respectively.

Includes operating lease assets acquired as part of the Infocenter acquisition of $ 3,706,000 in 2024.

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(10) Stock-Based Compensation

6 unchanged sentences

Total Consolidated $ 33,738 $ 33,971 $ 28,951

On April 3, 2020, our Board of Directors adopted and approved the new Insight Enterprises, Inc.

On April 3, 2020, our Board of Directors adopted and approved the Insight Enterprises, Inc.

2020 Omnibus Plan (the “Plan”), subject to stockholder approval.

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We grant service-based RSUs and performance-based RSUs to officers and certain employees under the Plan.

RSUs generally vest over a two to three year vesting period, while

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

performance-based RSUs are also subject to the achievement of pre-established annual financial and/or strategic performance goals.

Beginning in February 2022, we also granted performance-based RSUs based on a relative total shareholder return (“rTSR”) metric to officers and certain employees under the Plan.

The number of rTSR performance-based RSUs expected to be received at vesting will range from 0 % to 200 % of target, based on the Company’s total shareholder return as compared to a group of peer companies over a three-year performance period.

The Monte Carlo Simulation model is used to determine the fair value at grant date.

RSUs generally vest over a two to three year vesting period, while performance-based RSUs are also subject to the achievement of pre-established annual financial and/or strategic performance goals.

In 2023, we granted performance-based RSUs to our officers and certain employees (the "INA Ambition" grant).

The number of RSUs granted was based on an INA Adjusted EFO margin financial metric, some of which also have an Absolute TSR ("aTSR") multiplier applied to the number of shares granted.

These performance-based RSUs will be received at vesting, and their amount will range from 0 % to 100 % of the target, with a multiplier of up to 300 % applied to certain grants.

The performance period for these grants is from January 1, 2023, to December 31, 2024.

Additionally, the performance-based RSUs based on the aTSR multiplier will vest 50 % on the two-year anniversary of the grant, and the remaining 50 % will vest on the three-year anniversary of the grant date.

These performance-based RSUs were to be received at vesting, and their amount was to range from 0 % to 100 % of the target, with a multiplier of up to 300 % applied to certain grants.

The performance period for these grants was from January 1, 2023, to December 31, 2024.

Additionally, the performance-based RSUs based on the aTSR multiplier were to vest 50 % on the two-year anniversary of the grant, and the remaining 50 % were to vest on the three-year anniversary of the grant date.

The INA Ambition grant performance measure was not attained and as a result none of the related awards vested.

The Company previously adopted the Amended Insight Enterprises, Inc.

2007 Omnibus Plan (the “Prior Plan”).

The Prior Plan was approved by our stockholders on May 18, 2011 at our 2011 annual meeting.

The Prior Plan shall remain in effect until all awards granted under the Prior Plan have been exercised, forfeited or cancelled or have otherwise expired or terminated.

Any shares that remain outstanding or otherwise become available under the terms of the Prior Plan following the date the Plan is approved by the Company’s stockholders shall become available for issuance under the Plan.

No further awards will be made under the Prior Plan.

In 2025, we granted performance-based RSUs to certain officers (the “Officer aTSR Retention” grant).

The number of RSUs granted are subject to pre-established goals over a 3-year performance period beginning on December 15, 2025.

RSUs earned during the 3-year performance period vest following completion of the performance period.

The Plan is administered by the Compensation Committee of Insight’s Board of Directors, and, except as provided below, the Compensation Committee has the exclusive authority to administer the Plan, including the power to determine eligibility, the types of awards to be granted, the price and the timing of awards.

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We recognize compensation expense associated with the issuance of such RSUs over the vesting period for each respective RSU.

The total compensation expense associated with service-based RSUs and performance based RSUs subject to financial metrics represent the value based upon the number of RSUs awarded multiplied by the closing price of our common stock on the date of grant.

The total compensation expense associated with service-based

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

RSUs and performance based RSUs subject to financial metrics represent the value based upon the number of RSUs awarded multiplied by the closing price of our common stock on the date of grant.

The total compensation expense associated with RSUs subject to market based metrics, the grant date fair value was computed on the probable outcome of the performance conditions based on the Monte Carlo simulation and the grant date estimate of compensation cost to be recognized over the performance period.

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Recipients of RSUs do not have voting or dividend rights until the vesting conditions are satisfied and shares are released.

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

As of December 31, 2025, total compensation cost related to nonvested RSUs not yet recognized is $ 53,807,000 , which is expected to be recognized over the next 1.07 years on a weighted-average basis.

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Service-based RSUs granted 383,216 $ 118.19

Performance-based RSUs granted 29,471 $ 182.66

Performance-based RSUs granted (ROIC and other financial metrics) 18,845 $ 165.52

Performance-based RSUs (rTSR) granted 36,139 $ 191.13

Performance-based RSUs - EMEA Ambition granted 7,535 $ 185.94

Adjustment for Final Performance:

2022 rTSR 2,500 $ 99.05

Adjustment for Final Performance:

INA Ambition ( 93,943 ) $ 175.10

Performance-based RSUs (Officer aTSR Retention) granted 53,504 $ 45.05

Adjustment for Final Performance - EMEA Ambition ( 7,400 ) $ 185.94

Adjustment for Final Performance - 2023 rTSR ( 31,846 ) $ 206.08

Vested, including shares withheld to cover taxes ( 247,750 ) $ 131.63 $ 39,099,830 (a)

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(b) The aggregate fair value of the nonvested RSUs and the RSUs expected to vest represents the total pre-tax fair value, based on our closing stock price of $ 81.47 as of December 31, 2025, which would have been received by holders of RSUs had all such holders sold their underlying shares on that date.

During each of the years in the three-year period ended December 31, 2024, the RSUs that vested for teammates in the United States were net-share settled such that we withheld shares with value equivalent up to the teammates’ maximum statutory United States tax obligation for the applicable income and other employment taxes and remitted the equivalent cash amount to the appropriate taxing authorities.

During each of the years in the three-year period ended December 31, 2025, the RSUs that vested for teammates in the United States and other countries as allowable by law, were net-share settled such that we withheld shares with value equivalent up to the teammates’ maximum tax obligation for the applicable income and other employment taxes and remitted the equivalent cash amount to the appropriate taxing authorities.

The total shares withheld during 2025, 2024 and 2023 of 80,474 , 65,972 and 79,636 , respectively, were based on the value of the RSUs on their vesting dates as determined by our closing stock price on such dates.

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These net-share settlements had the effect of repurchases of our common stock as they reduced the number of shares that would have otherwise been issued as a result of the vesting and did not represent an expense to us.

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Employee Stock Purchase Plan

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The first purchase under the ESPP was made on February 16, 2024, in accordance with the ESPP.

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

There are four , three-month offering periods in each calendar year beginning on February 18, May 18, August 18, and November 18, respectively.

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The ESPP is designed to comply with Section 423 of the Internal Revenue Code (the "IRC"), and thus is eligible for the favorable tax treatment afforded by Section 423.

As of December 31, 2025, there are 1,686,369 shares of common stock available for grant under the ESPP out of the 1,750,000 shares of common stock that were reserved and made available for grant under the ESPP.

(11) Income Taxes

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$ 68,472 $ 83,222 $ 96,545

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following schedule reconciles the differences between the U.S.

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2025 2024 2023

Statutory federal income tax rate $ 69,912 21.0 % $ 79,349 21.0 % $ 78,631 21.0 %

State income tax expense, net of federal income tax benefit

11,362 3.4 12,113 3.2 13,962 3.7

Audits and adjustments, net 328 0.1 ( 925 ) ( 0.2 ) 2,273 0.6

Amount Percent Amount Percent Amount Percent

Income (loss) before income taxes $ 225,819 $ 332,913 $ 377,854

US federal statutory tax rate 47,422 21.0 % 69,912 21.0 % 79,349 21.0 %

Research credits ( 3,065 ) ( 1.4 ) ( 3,862 ) ( 1.2 ) ( 2,466 ) ( 0.7 )

Other ( 1,338 ) ( 0.6 ) ( 1,833 ) ( 0.6 ) ( 89 ) —

Nontaxable and nondeductible items

Limitation on executive compensation 2,592 1.1 2,448 0.7 2,511 0.7

Change in fair value of earnout liabilities 4,179 1.9 3,948 1.2 — —

Stock warrants 5,264 2.3 — — — —

Other ( 1,759 ) ( 0.8 ) 1,803 0.6 3,012 0.8

State and local income tax, net of federal effect 6,742 3.0 11,362 3.4 12,113 3.2

Cross-border tax laws ( 1,118 ) ( 0.5 ) ( 3,949 ) ( 1.2 ) ( 3,998 ) ( 1.1 )

Enactment of new tax laws 644 0.3 — — — —

Change in valuation allowances ( 2,460 ) ( 1.1 ) ( 163 ) — ( 316 ) ( 0.1 )

Foreign income taxed at different rates 7,561 2.3 6,133 1.6 5,660 1.5

Research and other credits ( 6,211 ) ( 1.9 ) ( 3,036 ) ( 0.8 ) ( 3,870 ) ( 1.0 )

Other, net ( 86 ) — 1,295 0.4 ( 280 ) —

Effective tax rate $ 83,222 25.0 % $ 96,545 25.6 % $ 93,825 25.1 %

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Foreign tax effects

Statutory income tax rate differential 2,857 1.3 2,891 0.9 2,906 0.8

Other ( 105 ) — 24 — 53 —

Other foreign jurisdictions 6,404 2.8 3,512 1.1 4,395 1.2

Worldwide changes in unrecognized tax benefits 2,213 1.0 ( 2,871 ) ( 0.9 ) ( 925 ) ( 0.2 )

Total $ 68,472 30.3 % $ 83,222 25.0 % $ 96,545 25.6 %

The majority of the domestic state and local income tax expense (net of federal effect) for 2025 was driven by California, Illinois, New York, Minnesota, and New York City.

For 2024, California, Illinois, Arizona, Minnesota, and New York comprised the majority, and in 2023, the majority was comprised of Illinois, California, New Jersey, Florida, and New York.

As of December 31, 2025, we have accumulated undistributed earnings generated by our foreign subsidiaries, most of which have been taxed in the U.S.

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At the present time, given the various complexities involved in repatriating earnings, it is not practicable to estimate the amount of tax that may be payable if these earnings were not reinvested indefinitely.

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The significant components of deferred tax assets and liabilities are as follows (in thousands):

1 unchanged sentence

Capitalized research expenses $ 29,683 $ 42,827

$ 42,827 $ 33,569

Loss carryforwards 27,943 26,244

26,244 25,690

Foreign tax credits 8,915 8,880

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Due to the uncertainty around future utilization, we have recorded a valuation allowance against the majority of these NOLs.

W e have provided valuation allowances for certain of our deferred tax assets where we believe it is more likely than not that the related tax benefits will not be realized.

We have provided valuation allowances for certain of our deferred tax assets where we believe it is more likely than not that the related tax benefits will not be realized.

At December 31, 2025 and 2024, our valuation allowances totaled $ 34,654,000 and $ 32,978,000 , respectively, relating primarily to foreign tax credits and NOLs.

This decrease was primarily the result of tax attributes utilized during the year.

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

This increase was primarily the result of current year losses in certain jurisdictions.

As of December 31, 2025 and 2024, we had approximately $ 13,272,000 and $ 11,060,000 , respectively, of unrecognized tax benefits.

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However, based on the status of the various examinations in multiple jurisdictions, an estimate of the range of reasonably possible outcomes cannot be made at this time, but the estimated effect on our income tax expense and net earnings is not expected to be significant.

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In the U.S., federal income tax returns for years subsequent to 2021 remain open to examination.

10 unchanged sentences

The change in annual pre-tax earnings from operations resulting from a hypothetical 10% increase or decrease in the interest rate would have been immaterial.

We had $ 492,222,000 outstanding under the Senior Notes and $ 332,867,000 outstanding under the Convertible Notes at December 31, 2024.

The interest rate attributable to the borrowings under the Senior Notes and the Convertible Notes was 6.625 % and 0.75 %, respectively, per annum at December 31, 2024.

Both the Senior Notes and the Convertible Notes are based on fixed rates and are currently not considered to have interest rate risk exposure.

Although the Senior Notes and the Convertible Notes are based on fixed rates, changes in market interest rates could impact the fair market value of such notes.

As of December 31, 2024, the fair market value of the Senior Notes was $ 503,250,000 and the fair market value of the Convertible Notes was $ 751,926,285 .

We had $ 493,085,000 outstanding under the Senior Notes at December 31, 2025.

The interest rate attributable to the borrowings under the Senior Notes was 6.625 % per annum at December 31, 2025.

The Senior Notes are based on a fixed rate and are currently not considered to have interest rate risk exposure.

Although the Senior Notes are based on a fixed rate, changes in market interest rates could impact the fair market value of such notes.

As of December 31, 2025, the fair market value of the Senior Notes was $ 513,900,000 .

Foreign Currency Exchange Risk

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Remeasurement of these cash balances results in gains/losses that are also reported in other (income) expense, net within non-operating expense (income), net.

We monitor our foreign currency exposure and selectively enter into forward exchange contracts to mitigate risk associated with certain non-functional currency monetary assets and liabilities related to foreign denominated payables, receivables and cash balances.

Transaction gains and losses resulting from non-functional currency assets and liabilities are offset by gains and losses on forward contracts in non-operating expense (income), net in our consolidated statements of operations.

The counterparties associated with our

The counterparties associated with our foreign exchange forward contracts are large creditworthy commercial banks.

The Company does not have a significant concentration of risk with any single counterparty, and therefore, we do not consider counterparty concentration and non-performance to be material risks.

(13) Derivative Financial Instruments

We use derivatives to partially offset our exposure to fluctuations in certain foreign currencies.

We do not enter into derivative contracts for speculative or trading purposes.

Derivatives are recorded at fair value on the balance sheet based on observable market based inputs or unobservable inputs that are corroborated by market data (Level 2) where available.

Gains or losses resulting from changes in fair value of our non hedge designated derivatives are recorded currently in income.

Gains or losses resulting from changes in fair value of our hedge designated derivatives are recorded in other comprehensive income.

Our foreign currency derivative instruments are not subject to any master netting arrangements with our counterparties.

We use foreign exchange forward contracts to mitigate risk associated with our net investment in foreign currency denominated operations.

These forward contracts are designated as net investment hedges.

In December 2025, we entered into two foreign exchange forward contracts to mitigate risk associated with our foreign operations denominated in Euros.

These forward contracts, one for three years and another for five

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

foreign exchange forward contracts are large creditworthy commercial banks.

The derivatives transacted with these institutions are short in duration and, therefore, we do not consider counterparty concentration and non-performance to be material risks.

The Company does not have a significant concentration of credit risk with any single counterparty.

years , each have a notional value of $ 50,000,000 .

These foreign currency forward contracts are carried at fair value.

We use foreign exchange forward contracts to mitigate risk associated with certain non-functional currency assets and liabilities from fluctuations in foreign currency exchange rates.

Our non-functional currency assets and liabilities are primarily related to foreign currency denominated payables, receivables, and cash balances.

The foreign currency forward contracts, carried at fair value, typically have a maturity of one month or less.

(14) Fair Value Measurements

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As of December 31, 2025, we have no non-financial assets or liabilities that are measured and recorded at fair value on a recurring basis, and our other financial assets or liabilities generally consist of cash and cash equivalents, accounts receivable, contract assets, long-term contract assets, accounts payable, accrued expenses and other current liabilities and long-term debt.

We have earnout liabilities measured and recorded within our accrued expenses and other current liabilities and other liabilities

The estimated fair values of our cash and cash equivalents approximate their carrying values and are determined based on quoted prices in active markets for identical assets.

The estimated fair values of our long-term debt balances, excluding the Senior Notes and the Convertible Notes, approximate their carrying values based on their variable interest rate terms that are based on current market interest rates for similar debt instruments.

The fair market value of the Senior Notes and the Convertible Notes as of December 31, 2024 is disclosed in Note 12.

The estimated fair values of our long-term debt balances, excluding the Senior Notes, approximate their carrying values based on their variable interest rate terms that are based on current market interest rates for similar debt instruments.

The Convertible Notes matured in February 2025 and, accordingly, were no longer outstanding as of December 31, 2025 and are not included in our year‑end fair value disclosures.

The fair market value of the Senior Notes as of December 31, 2025 is disclosed in Note 12.

The estimated fair values of our earnout liabilities, that are based on revenue and/or EBITDA, are classified within Level 3 of the hierarchy as the fair values are derived using a Monte Carlo simulation analysis in a risk neutral framework, which uses a combination of observable (Level 2) and unobservable (Level 3) inputs.

The following table provides a reconciliation of the ending balances of the earnout liabilities at fair value (in thousands):

Earnout liabilities

Estimated fair value at December 31 2023

Change in estimated fair value

Earnout liabilities for newly acquired entities

Settlement of liability

Foreign currency translation adjustment

Estimated fair value at December 31, 2024

Change in estimated fair value

Earnout liabilities for newly acquired entities

Settlement of liability

Foreign currency translation adjustment

Estimated fair value at December 31, 2025

The fair values of the other financial assets and liabilities are based on the values that would be received or paid in an orderly transaction between market participants and approximate their carrying values due to their nature and/or short duration.

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(15) Benefit Plans

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Total consolidated contribution expense under these plans was $ 31,120,000 , $ 30,288,000 and $ 28,341,000 for 2025, 2024 and 2023, respectively.

(15) Share Repurchase Programs

On May 18, 2023, we announced that our Board of Directors authorized the repurchase of up to $ 300,000,000 of our common stock, including $ 100,000,000 that remained available from prior authorizations.

During 2024, this repurchase authorization was substantially exhausted.

On September 11, 2024, we announced that our Board of Directors authorized the repurchase of up to $ 300,000,000 of our common stock, in addition to any amount that remained from prior authorizations.

As of December 31, 2024, approximately $ 300,000,476 remained available for repurchases under our share repurchase plan.

(16) Share Repurchase Program

On December 19, 2025, we announced that our Board of Directors authorized the repurchase of up to $ 299,000,000 of our common stock, including any amount that remained from prior authorizations.

As of December 31, 2025, approximately $ 299,000,000 remained available for repurchases under our share repurchase program.

Our share repurchases may be made on the open market, subject to Rule 10b-18 or in privately negotiated transactions, through block trades, through 10b5-1 plans or otherwise, at management’s discretion.

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We intend to retire the repurchased shares.

The following table summarizes the shares of our common stock that we repurchased on the open market under these repurchase programs during the years ended December 31, 2024, 2023 and 2022, respectively, in thousands, except per share amounts:

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following table summarizes the shares of our common stock that we repurchased on the open market under our share repurchase program during the years ended December 31, 2025, 2024 and 2022, respectively, in thousands, except per share amounts:

2025 1,201 $ 125.86 $ 151,118

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If total purchases do not meet the required commitment by September 30, 2028, the shortfall must be prepaid by the Company and can be used for further purchases through September 30, 2029.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Company has a minimum required purchase commitment of approximately $ 40,000,000 pursuant to an agreement primarily related to software as a service.

The total purchase commitment is required to be met during a 4 -year period, starting November 30, 2022 through November 29, 2026.

At December 31, 2024 we had a remaining purchase commitment of $ 26,123,000 .

If total purchases do not meet the required commitment by November 29, 2026, the Company can extend the term of the commitment through November 29, 2027.

During this extended period, any credit balance will remain available for payment against the usage of the subscribed products.

At December 31, 2025 we had a remaining purchase commitment of $ 13,071,000 that was paid in January 2026.

The Company has recorded a contingent liability of approximately $ 28,714,000 , payable to a partner to settle various contractual commitments to resell a minimum amount of cloud services to clients.

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If severance payments under the current employment agreements or plan payments were to become payable, the severance payments would generally range from three to twenty-four months of salary.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Indemnifications

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From time to time, we are party to various legal proceedings incidental to the business, including preference payment claims asserted in client bankruptcy proceedings, indemnification claims, claims of alleged infringement of patents, trademarks, copyrights and other intellectual property rights, employment claims, claims related to services provided, interruptions, or outages, claims of alleged non-compliance with contract provisions and claims related to alleged violations of laws and regulations.

We regularly evaluate the status of the legal proceedings in which we are involved to assess whether a loss is probable or there is a reasonable possibility that a loss, or an additional loss, may have been incurred and determine if accruals are required.

We regularly evaluate the status of the legal

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

proceedings in which we are involved to assess whether a loss is probable or there is a reasonable possibility that a loss, or an additional loss, may have been incurred and determine if accruals are required.

If accruals are not required, we further evaluate each legal proceeding to assess whether an estimate of possible loss or range of possible loss can be made.

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Legal expenses related to defense of any legal proceeding or the negotiations, settlements, rulings and advice of outside legal counsel in connection with any legal proceedings are expensed as incurred.

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(18) Supplemental Financial Information

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(19) Cash Flows

Cash payments for interest on indebtedness and cash payments for taxes on income were as follows (in thousands):

Cash payments for interest on indebtedness were as follows (in thousands):

Years Ended December 31,

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Cash paid during the year for interest $ 70,036 $ 35,232 $ 28,292

Cash paid during the year for income taxes, net of refunds

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Cash payments for taxes on income, including the impact of transferable tax credits purchased from third parties during the year, were as follows (in thousands):

Years Ended December 31,

2025 2024 2023

Cash paid for transferable tax credits

$ 23,138 $ 25,301 $ —

Corporate income tax payments (refunds)

( 4,569 ) 42,168 53,211

Total US Federal

18,569 67,469 53,211

US state and local 10,311 12,461 19,170

Australia 5,604 5,339 *

Canada 17,037 16,719 14,789

Other 22,549 16,152 17,325

Total Foreign 45,190 38,210 32,114

Total cash paid for taxes, net of refunds $ 74,070 $ 118,140 $ 104,495

* The amount of income taxes paid during the year does not meet the 5% disaggregation threshold.

Beginning in 2025, the Company classifies cash payments made to third parties for the purchase of transferable tax credits as a component of total income taxes paid.

Cash payments for income taxes in 2024 and 2023 have been updated to include cash payments made to third parties for the purchase of tax credits, as applicable.

INSIGHT ENTERPRISES, INC.

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$ 7,382,354 $ 1,563,654 $ 229,832 $ 9,175,840

The method for determining what information regarding operating segments, products and services, geographic areas of operation and major clients to report is based upon the “management approach,” or the way that management organizes the operating segments within a company, for which separate financial information is evaluated regularly by the Chief Operating

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Decision Maker (“CODM”) in deciding how to allocate resources.

evaluated regularly by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources.

Our CODM is our Chief Executive Officer, Joyce Mullen.

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Charges are allocated to our operating segments, and the allocations have been determined on a basis that we considered to be a reasonable reflection of the utilization of services provided to or benefits received by the operating segments.

The tables below present information about our reportable operating segments (in thousands):

The following tables present our results of operations by reportable operating segment for the periods indicated (in thousands):

Year Ended December 31, 2025

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Significant selling and administrative expenses primarily reflect personnel costs, including teammate benefits.

Our CODM uses an Adjusted measure of earnings from operations which excludes amortization of intangible assets, severance and restructuring expenses, acquisition and integration related expenses and

Our CODM uses an Adjusted measure of earnings from operations which excludes amortization of intangible assets, severance and restructuring expenses, acquisition and integration related expenses and certain other expenses.

These other expenses include transformation costs, costs

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

certain other expenses.

These other expenses include transformation costs, costs associated with third-party data center outages, net of recoveries, revaluation of earnout liabilities and other non-significant expenses.

Our CODM uses comparisons of actual Adjusted earnings from operations against budget, forecasts and prior periods as a basis for assessing current period segment performance as well as for determining necessary resources to assign, including for determining necessary investments or reductions in resources.

associated with third-party data center outages, net of recoveries, revaluation of earnout liabilities and other non-significant expenses.

Our CODM uses comparisons of actual Adjusted earnings from operations against budgets, forecasts and prior periods as a basis for assessing current period segment performance as well as for determining necessary resources to assign, including for determining necessary investments or reductions in resources.

The following table is a summary of our total assets by reportable operating segment (in thousands):

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

We recorded the following pre-tax amounts, by operating segment, for depreciation and amortization in the accompanying consolidated financial statements (in thousands):

We recorded the following pre-tax amounts, by reportable operating segment, for depreciation and amortization in the accompanying consolidated financial statements (in thousands):

Years Ended December 31,

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(21) Acquisitions

Effective October 31, 2025, we acquired 100 percent of the issued and outstanding shares of Sekuro for a preliminary cash purchase price of approximately $ 79,522,000 , net of cash, cash equivalents, and restricted cash acquired of $ 3,822,000 , which is comprised of the initial purchase price of $ 85,347,000 paid in cash upon the acquisition, partially offset by the contractual adjustments to the purchase price of $ 2,003,000 .

The total purchase price also includes the estimated fair value of earn out payments of approximately $ 11,439,000 , which provide an incentive opportunity for the sellers to earn up to AUD 122,500,000 , contingent upon Sekuro achieving certain EBITDA and net revenue performance targets through October 2027.

The AUD 122,500,000 includes up to AUD 42,500,000 available to the sellers for over achievement against EBITDA and net revenue performance targets.

Sekuro is a global cybersecurity and digital resilience provider that offers end-to-end security services for enterprises and governments.

The acquisition is expected to significantly expand Insight’s cybersecurity capabilities in APAC, which we believe will position us to better meet the growing demand for comprehensive security solutions in an increasingly complex threat landscape.

The preliminary fair value of net assets acquired was approximately $ 15,513,000 , including approximately $ 21,431,000 of identifiable intangible assets, consisting primarily of customer relationships of $ 20,379,000 that will be amortized using the straight-line method over the estimated economic life of ten years .

As these intangible assets are not tax deductible, we recognized a related deferred tax liability of approximately $ 6,429,000 .

The preliminary purchase price was allocated using the information currently available.

Further information obtained upon the finalization of the fair value assumptions for identifiable intangible assets acquired, and final assessments of various other assets and liabilities could lead to an adjustment of the purchase price allocation.

Goodwill acquired approximated $ 75,740,000 , which was recorded in our APAC operating segment.

None of the goodwill recognized is expected to be deductible for income tax purposes.

We consolidated the results of operations for Sekuro within our APAC operating segment since its acquisition on October 31, 2025.

Our historical results would not have been materially affected by the acquisition of Sekuro and, accordingly, we have not presented pro forma information as if the acquisition had been completed at the beginning of each period presented in our consolidated statement of operations.

Effective October 1, 2025, we acquired 100 percent of the issued and outstanding equity of Inspire11 for a preliminary cash purchase price of approximately $ 209,689,000 , net of cash and cash equivalents acquired of $ 1,413,000 , which is comprised of the initial purchase price of $ 205,171,000 paid in cash upon the

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

acquisition, and a seller retention fund of $ 6,300,000 and other costs of $ 160,000 payable post-closing, partially offset by the contractual adjustments to the purchase price of $ 484,000 and settlement of pre-existing relationship of $ 45,000 .

The total purchase price also includes the estimated fair value of earn out payments of approximately $ 37,790,000 , which provide an incentive opportunity for the sellers to earn up to $ 66,000,000 , contingent upon Inspire11 achieving certain EBITDA performance targets through September 2027.

Inspire11 is an award-winning technology delivery firm with deep advisory, data, and Artificial Intelligence ("AI") expertise.

We believe this acquisition strengthens our capabilities as a leading solutions integrator through the integration of proven AI delivery accelerators, deep data and analytics expertise, and a results-driven methodology to convert AI initiatives into tangible business value and transformative growth.

The preliminary fair value of net assets acquired was approximately $ 59,140,000 , including approximately $ 50,800,000 of identifiable intangible assets, consisting primarily of customer relationships of $ 28,000,000 and non-compete agreements of $ 21,300,000 .

The preliminary purchase price was allocated using the information currently available.

Further information obtained upon the finalization of the fair value assumptions for identifiable intangible assets acquired and various accrued expense balance assessments, including tax related liabilities, could lead to an adjustment of the purchase price allocation.

Goodwill acquired approximated $ 188,339,000 , which was recorded in our North America operating segment.

Approximately 98 % of goodwill is deductible for income tax purposes.

We consolidated the results of operations for Inspire11 within our North America operating segment since its acquisition on October 1, 2025.

Our historical results would not have been materially affected by the acquisition of Inspire11 and, accordingly, we have not presented pro forma information as if the acquisition had been completed at the beginning of each period presented in our consolidated statement of operations.

Effective May 1, 2024, we acquired 100 percent of the issued and outstanding shares of Infocenter for a cash purchase price of $ 265,000,000 , net of cash and cash equivalents acquired of $ 5,103,000 , which is comprised of the initial purchase price of $ 269,477,000 paid in cash upon the acquisition and contractual adjustments to the purchase price of $ 626,000 paid in July 2024.

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We believe this acquisition enhances our Solutions Integrator offering framework to drive better business outcomes for our clients by enabling them to scale their multicloud environments with modern infrastructure, applications, and unified data and AI platforms.

The preliminary fair value of net assets acquired was approximately $ 98,475,000 , including approximately $ 123,900,000 of identifiable intangible assets, consisting primarily of customer relationships that will be amortized using the straight-line method over the estimated economic life of ten years .

The fair value of net assets acquired was approximately $ 98,084,000 , including approximately $ 123,900,000 of identifiable intangible assets, consisting primarily of customer relationships that will be amortized using the straight-line method over the estimated economic life of ten years .

As these intangible assets are not tax deductible, we recognized a related deferred tax liability of approximately $ 31,832,000 .

The preliminary purchase price was allocated using the information currently available.

Further information obtained upon the finalization of the fair value assumptions for identifiable intangible assets acquired and various accrued expense balance assessments could lead to an adjustment of the purchase price allocation.

We finalized the purchase price allocation in relation to this acquisition in the second quarter of 2025, with no material changes to our preliminary estimates.

Goodwill acquired approximated $ 191,116,000 , which was recorded in our North America operating segment.

None of the goodwill recognized is expected to be deductible for income tax purposes.

We consolidated the results of operations for Infocenter within our North America operating segment since its acquisition on May 1, 2024.

Our historical results would not have been materially affected by the acquisition of Infocenter and, accordingly, we have not presented pro forma information as if the acquisition had been completed at the beginning of each period presented in our consolidated statement of operations.

We recognized a net loss of $ 18,800,000 within selling and administrative expenses due to the net increase in the estimated fair value of the earnout payments in 2024.

INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Effective December 1, 2023, we acquired 100 percent of the issued and outstanding shares of SADA Systems, LLC (successor to SADA Systems, Inc.

via conversion) ("SADA") for a preliminary cash purchase price of $ 399,762,000 , excluding cash and cash equivalents acquired of $ 24,701,000 .

SADA is a leading cloud consultancy and technical services provider and six-time Google Cloud Partner of the Year, including cloud licensing and professional services to small, mid-sized and corporate/enterprise commercial clients, state and federal governments and educational institutions across North America, Europe and Asia.

Based in Los Angeles, California, SADA has three office locations in North America, India and Armenia with more than 700 teammates.

We believe that this acquisition advances our strategy and further strengthens our unique position as a leading Solutions Integrator offering market-leading multicloud solutions at scale.

SADA's partnership with Google Cloud will enhance our ability to serve clients who operate across multiple clouds and accelerate adoption of widely sought-after technologies like Generative Artificial Intelligence.

SADA is being reported as a part of our North America operating segment.

The total purchase price of $ 426,050,000 , which is net of cash and cash equivalents acquired of $ 24,701,000 , is comprised of the initial purchase price of $ 423,290,000 paid in cash upon the SADA acquisition, contractual adjustments to the purchase price of $ 1,173,000 and a seller retention fund of $ 5,000,000 payable post-closing.

The purchase price also includes the estimated fair value of earn out payments of approximately $ 21,288,000 , which provides an incentive opportunity for the sellers of up to $ 390,000,000 , based on the SADA business achieving EBITDA and revenue growth performance through 2026.

A portion of the purchase price was used to settle SADA’s stock-based compensation liabilities of $ 68,335,000 and pay SADA’s transaction costs of approximately $ 16,852,000 at acquisition in accordance with purchase agreement.

The following table summarizes the purchase price and the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition (in thousands):

Total purchase price, net of cash and cash equivalents acquired

Fair value of net assets acquired:

Current assets $ 342,142

Identifiable intangible assets - see description below 158,100

Property and equipment 2,266

Other assets 235,141

Current liabilities ( 332,260 )

Long-term liabilities, including long-term accounts payable

Total fair value of net assets acquired 290,218

Excess purchase price over fair value of net assets acquired ("goodwill") $ 135,832

Under the acquisition method of accounting, the total purchase price as shown in the table above was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values.

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

The estimated fair values of the majority of the current assets and liabilities are based upon their historical costs on the date of acquisition due to their short-term nature, with the exception of contract assets.

The estimated fair value of the property and equipment are also based upon historical costs as they approximate fair value.

The contract assets are an exception to the fair value model and are evaluated under relevant revenue recognition guidance including an allowance for credit losses using the current expected credit loss (“CECL”) model.

The estimated fair value of net assets acquired was approximately $ 290,218,000 , including $ 158,100,000 of identifiable intangible assets, consisting primarily of customer relationships of $ 124,700,000 and non-compete agreements of $ 26,200,000 .

The fair values were

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

determined using the multiple-period excess earnings method and the lost income method, respectively.

The identifiable intangibles resulting from the acquisition are amortized using the straight-line method over the following estimated useful lives:

Intangible Assets Estimated Economic Life

Customer relationships 10 Years

Trade name 3 Years

Non-compete agreements 3 - 5 Years

Acquisition-related expenses recognized through December 31, 2023 was $ 3,572,000 .

Goodwill of $ 135,832,000 , which was recorded in our North America operating segment, represents the excess of the purchase price over the estimated fair value assigned to tangible and identifiable intangible assets acquired and liabilities assumed from SADA.

The goodwill is not amortized and will be tested for impairment annually in the fourth quarter of our fiscal year.

The addition of the SADA technical employees to our team and the opportunity to grow our business are the primary factors making up the goodwill recognized as part of the transaction.

The purchase price allocation was finalized in the fourth quarter of 2024 with a net increase of $ 18,810,000 in goodwill during the measurement period, primarily due to certain measurement period adjustments to contract assets, net, accounts payable and accrued expenses.

The intangible assets and goodwill are tax deductible as the transaction is a deemed asset acquisition for U.S.

federal income tax purposes after the seller parties undertook an internal restructuring pursuant to Section 368(a)(1)(F) of the IRC.

We recognized a net gain of $ 20,219,000 within selling and administrative expenses due to the net decrease in the estimated fair value of the earnout payments in 2024.

We have consolidated the results of operations for SADA since its acquisition on December 1, 2023.

Consolidated net sales and net earnings for the year ended December 31, 2023 include $ 33,451,000 and $ 14,502,000 , respectively, from SADA.

Due to seasonality in SADA's business, with the majority of net sales and net earnings historically being generated in the second half of the year, these results should not be considered indicative of future results.

The following table reports unaudited pro forma information as if the acquisition of SADA had been completed at the beginning of 2022 (in thousands, except per share amounts):

Year Ended December 31,

Net sales As reported $ 9,175,840 $ 10,431,191

Pro forma $ 9,367,386 $ 10,682,565

Net earnings As reported $ 281,309 $ 280,608

Pro forma $ 330,757 $ 308,243

Diluted earnings per share As reported $ 7.55 $ 7.66

Pro forma $ 8.88 $ 8.42

The pro forma results primarily include the adjustments to reflect the additional amortization of acquired intangible assets and interest expense on the additional borrowing under the ABL revolving credit facility, removal of acquisition-related costs, and the consequential tax effects of the pro forma adjustments and SADA tax status change.

SADA’s stock-based compensation plans were fully vested and settled upon acquisition based on a pre-existing change-in-control provision within the plan terms.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

changes in the estimated fair value of awards, SADA recognized a stock-based compensation gain of $ 100,206,000 and $ 32,051,000 in its historical statements of operation for the years ended December 31, 2023 and 2022, respectively.

These gains are reflected in the unaudited pro forma earnings above.

As these plans were not replaced post-acquisition, there will be no future impact of SADA’s stock-based compensation plans on the Company.

This unaudited pro forma financial information is for informational purposes only.

It is neither indicative of the results of operations that would have been achieved had the acquisition been consummated at the beginning of 2022, nor is it necessarily indicative of future results.

Effective August 17, 2023, we acquired 100 percent of the issued and outstanding shares of Amdaris Group Limited (“Amdaris”) for a cash purchase price, net of cash and cash equivalents acquired, of approximately $ 82,875,000 , excluding the estimated fair value of an earn out, reported in other liabilities, with a range of payouts through 2026 of $ 0 to $ 54,391,000 .

We paid the earnout of $ 14,348,000 for Amdaris' 2023 performance in March 2024.

Amdaris, an award-winning software development and digital services specialist, provides innovative software development, application support, managed services and consultancy services to the customers in the United Kingdom with service delivery centers located in several eastern European countries.

Amdaris has been recognized as a Microsoft Gold Certified Partner.

We believe this acquisition expands our global Modern Apps and Data & AI areas of solutions expertise as a leading solutions integrator and enhances our technological capabilities and scale to deliver an even broader range of customized services and solutions to clients in EMEA.

The fair value of net assets acquired was approximately $ 34,060,000 , including $ 41,291,000 of identifiable intangible assets, consisting primarily of customer relationships that will be amortized using the straight-line method over the estimated economic life of ten years .

The preliminary purchase price was allocated using the information currently available.

During the first quarter of 2024, we finalized the fair value assumptions for identifiable intangible assets with no changes being made to amounts previously recorded.

Goodwill acquired approximated $ 71,698,000 , which was recorded in our EMEA operating segment.

We consolidated the results of operations for Amdaris within our EMEA operating segment beginning on August 17, 2023, the effective date of the acquisition.

Our historical results would not have been materially affected by the acquisition of Amdaris and, accordingly, we have not presented pro forma information as if the acquisition had been completed at the beginning of each period presented in our consolidated statement of operations.

We recognized net gain of $ 6,430,000 within selling and administrative expenses due to the net decrease in the estimated fair value of the earnout payments in 2024.

(21) Subsequent Events

On January 6, 2025, the Company entered into an agreement to settle 2,049,264 of the total 5,123,160 Warrants.

The Warrants will be settled entirely in cash, based upon an agreed upon settlement amount that will be calculated using up to a thirty five trading day settlement period.

We recorded a liability of approximately $ 112,590,000 upon execution of the agreement.

Any change in the fair value of the settlement liability through the settlement date will be recognized in net income.

We expect final settlement to occur in February or March 2025.

We recognized net losses of $ 19,902,000 and $ 18,800,000 within selling and administrative expenses due to the net changes in the estimated fair value of the earnout payments for the years ended December 31, 2025 and 2024, respectively.

On July 1, 2025, we paid approximately $ 39,602,000 for Infocenter's first earnout period.

INSIGHT ENTERPRISES, INC.

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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 8. Financial Statements and Supplementary Data