What changed in this filing

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Item 9A. Controls and Procedures

2025-02-14 compared with 2024-02-22 · 65 added, 36 removed, 215 unchanged (32% of the section changed)

5 unchanged sentences

Management has concluded that the Company maintained effective internal control over financial reporting as of December 31, 2024, based on the criteria established in COSO’s Internal Control – Integrated Framework (2013).

We completed the acquisition of SADA on December 1, 2023.

As permitted under SEC guidance, management’s assessment as of December 31, 2023 did not include an assessment of the effectiveness of internal control over financial reporting of SADA, which constituted approximately 15% of the Company's total assets as of December 31, 2023 and less than 1% of the Company's consolidated net sales for the year ended December 31, 2023.

KPMG LLP, the independent registered public accounting firm that audited the Consolidated Financial Statements in Part II, Item 8 of this report, has issued an attestation report on the Company’s internal control over financial reporting as of December 31, 2024.

(b) Changes in Internal Control Over Financial Reporting

Except as described below, there was no change in our internal control over financial reporting during the quarter ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

As noted above, on December 1, 2023 we completed the acquisition of SADA.

We are currently integrating SADA into our control environment.

In executing this integration, we are analyzing, evaluating, and where necessary, making changes in controls and procedures related to the SADA business, which is expected to be completed in the year ended December 31, 2024.

There was no change in our internal control over financial reporting during the quarter ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

4 unchanged sentences

Projections of any evaluation of effectiveness to future periods are subject to risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

INSIGHT ENTERPRISES, INC.

Other Information

1 unchanged sentence

During the three months ended December 31, 2024, none of our directors or executive officers adopted , modified or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (each as defined in Item 408(a) of Regulation S-K).

INSIGHT ENTERPRISES, INC.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

43 unchanged sentences

10-K 000-25092 4.3 February 21, 2020

4.4 Indenture, dated as of May 20, 2024, by and among Insight Enterprises, Inc., the guarantors party thereto and U.S.

Bank Trust Company, National Association, as trustee

8-K 000-25092 4.1 May 20, 2024

4.5 Form of 6.625% Senior Notes Due 2032

8-K 000-25092 4.2 May 20, 2024

Form of Indemnification Agreement

13 unchanged sentences

10-K 000-25092 10.6 February 18, 2022

Restricted Stock Unit Agreement Template for Performance-Based (Relative Total Shareholder Return Performance Goal) Awards

10-K 000-25092 10.7 February 18, 2022

INSIGHT ENTERPRISES, INC.

Executive Management Separation Plan effective as of August 29, 2019

10-Q 000-25092 10.1 May 6, 2021

INSIGHT ENTERPRISES, INC.

EXHIBITS TO FORM 10-K (continued)

5 unchanged sentences

Date Filed/Furnished

Restricted Stock Unit Agreement Template for Performance-Based (Relative Total Shareholder Return Performance Goal) Awards

10-K 000-25092 10.7 February 18, 2022

Insight Enterprises, Inc.

Executive Management Separation Plan effective as of August 29, 2019

10-Q 000-25092 10.1 May 6, 2021

First Amendment to the Insight Enterprises, Inc.

19 unchanged sentences

8-K 000-25092 10.1 October 18, 2021

E xecutive Employment Agreement between Insight Enterprises, Inc.

Executive Employment Agreement between Insight Enterprises, Inc.

Morgado dated as of January 17, 2022

7 unchanged sentences

10-Q 000-25092 10.1 August 4, 2022

E xe cutive Employmen t Agreement Between Insight Enterprises, Inc.

Executive Employment Agreement Between Insight Enterprises, Inc.

and Rob Green dated as of December 19, 2023

10-K 000-25092 10.18 February 22, 2024

10.19 Form of Bond Hedge Confirmation.

2 unchanged sentences

8-K 000-25092 10.2 August 15, 2019

Credit Agreement, dated as of August 30, 2019, by and among Insight Enterprises, Inc., the subsidiaries of Insight Enterprises, Inc.

party thereto as borrowers and guarantors, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto

8-K 000-25092 10.1 August 30, 2019

INSIGHT ENTERPRISES, INC.

6 unchanged sentences

Date Filed/Furnished

Credit Agreement, dated as of August 30, 2019, by and among Insight Enterprises, Inc., the subsidiaries of Insight Enterprises, Inc.

party thereto as borrowers and guarantors, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto

8-K 000-25092 10.1 August 30, 2019

10.22 First Amendment to Credit Agreement, dated as of July 31, 2020, by and among Insight Enterprises, Inc., the subsidiaries of Insight Enterprises, Inc.

10 unchanged sentences

S-8 333-272062 99.1 May 19, 2023

10.26 Fourth Amendment to Credit Agreement, dated as of May 14, 2024, by and among Insight Enterprises, Inc., the subsidiaries of Insight Enterprises, Inc.

party thereto as borrowers and guarantors, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto

8-K 000-25092 10.1 May 15, 2024

Executive Employment Agreement Between Insight Enterprises, Inc.

and James Morgado dated as of August 30, 2024

8-K 000-25092 10.1 September 4, 2024

Executive Employment Agreement Between Insight Enterprises, Inc.

and Glynis Bryan dated as of August 30, 2024

8-K 000-25092 10.2 September 4, 2024

19.1 Insight Enterprises, Inc.

Insider Trading Policy

21.1 Subsidiaries of Insight Enterprises, Inc.

23.1 Consent of KPMG LLP

INSIGHT ENTERPRISES, INC.

EXHIBITS TO FORM 10-K (continued)

YEAR ENDED DECEMBER 31, 2024

Commission File No.

Incorporated by Reference

Number Exhibit Description Form File No.

Number Filing

Date Filed/Furnished

24.1 Power of Attorney for Timothy A.

1 unchanged sentence

24.2 Power of Attorney for Richard E.

Allen dated Febr uary 2 , 202 4

Allen dated January 29, 2025

24.3 Power of Attorney for Bruce W.

Armstrong dated January 30 , 202 5

24.4 Power of Attorney for Alexa nder L .

B aum dated January 26 , 202 4

24.4 Power of Attorney for Alexander L.

Baum dated January 30 , 202 5

24.5 Power of Attorney for Linda M.

6 unchanged sentences

24.9 Power of Attorney for Girish Rishi dated January 30 , 202 5

24.10 Power of Attorney for Janet Foutty dated February 4 , 2025

24.11 Power of Attorney for Thomas Reichert dated as of January 30 , 2025

31.1 Certification of Chief Executive Officer Pursuant to Securities and Exchange Act Rule 13a-14

INSIGHT ENTERPRISES, INC.

EXHIBITS TO FORM 10-K (continued)

YEAR ENDED DECEMBER 31, 2023

Commission File No.

Incorporated by Reference

Number Exhibit Description Form File No.

Number Filing

Date Filed/Furnished

31.2 Certification of Chief Financial Officer Pursuant to Securities and Exchange Act Rule 13a-14

32.1 Certification of Chief Executive Office and Chief Financial Officer Pursuant to 18 U.S.C.

32.1 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C.

Section 1350, As Adopted Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002

1 unchanged sentence

Clawback Policy

10-K 000-25092 97.1 February 22, 2024

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document X

3 unchanged sentences

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X

INSIGHT ENTERPRISES, INC.

EXHIBITS TO FORM 10-K (continued)

YEAR ENDED DECEMBER 31, 2024

Commission File No.

Incorporated by Reference

Number Exhibit Description Form File No.

Number Filing

Date Filed/Furnished

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X

8 unchanged sentences

Baum, Linda M.

Breard, Glynis A.

Bryan, Dee Burger, Catherine Courage, Samuel C.

Breard, Dee Burger, Catherine Courage, Samuel C.

Cowley, Timothy A.

Crown, Rachael A.

Crump, Adrian Gregory, Rob Green, Anthony A.

Crump, Janet Foutty, Adrian Gregory, Rob Green, Anthony A.

Ibargüen, James A.

1 unchanged sentence

Mullen, Kathleen S.

Pushor, Girish Rishi, and Jennifer M.

Pushor, Thomas Reichert, Girish Rishi, and Jennifer M.

Pursuant to the instructions accompanying Item 601 of Regulation S-K, the Registrant is filing the form of such indemnification agreement.

10 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

INSIGHT ENTERPRISES, INC.

Signature Title Date

Mullen President, Chief Executive Officer and Director (principal executive officer) February 22, 2024

/s/ Glynis A.

Bryan Chief Financial Officer

Mullen President, Chief Executive Officer and Director

(principal executive officer)

February 14, 2025

Morgado Chief Financial Officer

(principal financial officer) February 14, 2025

13 unchanged sentences

Catherine Courage

/s/ Janet Foutty*

February 14, 2025

/s/ Anthony A.

2 unchanged sentences

Pushor* Director February 14, 2025

/s/ Thomas Reichert*

February 14, 2025

Thomas Reichert

/s/ Girish Rishi* Director February 14, 2025

2 unchanged sentences

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 9A. Controls and Procedures