Inspire Medical Systems (NYSE: INSP) sets CFO transition, preliminary 2025 results

Rhea-AI Filing Summary

Inspire Medical Systems, Inc. reported that it has issued a press release with certain preliminary, unaudited financial results for the quarter and full year ended December 31, 2025, which are still subject to closing procedures and internal control review.

The company’s board appointed Matthew J. Osberg as Chief Financial Officer, to become effective the day after Inspire files its Annual Report on Form 10-K for 2025. He will also serve as principal financial officer and principal accounting officer. His employment agreement provides a $650,000 annual base salary, a target annual cash bonus equal to 70% of base salary, a $600,000 cash sign-on bonus, and long-term equity incentives in the form of performance stock units and restricted stock units valued at $1,500,000 each on the grant date.

As part of the planned finance leadership transition, Richard J. Buchholz has been appointed interim Chief Financial Officer and designated as interim principal financial officer and interim principal accounting officer through the filing of the 2025 Form 10-K. Inspire also plans investor and analyst meetings in January 2026, supported by an investor presentation made available on its website.

Insights

Corporate governance and executive compensation analyst

Inspire formalizes a planned CFO transition with a competitive, equity-heavy pay package.

Inspire Medical Systems is moving from its long-time CFO to new finance leadership while maintaining continuity. The board has appointed Matthew J. Osberg as Chief Financial Officer, effective after the filing of the 2025 Form 10-K, while appointing Richard J. Buchholz as interim CFO through that filing. This structure keeps an experienced finance leader in place during the reporting cycle and defines a clear handoff point.

Mr. Osberg’s compensation combines a $650,000 base salary with a target annual cash bonus at 70% of salary, plus a $600,000 sign-on bonus and long-term equity awards in the form of performance stock units and restricted stock units valued at $1,500,000 each on the grant date. The PSU award vests based on performance through December 31, 2028, aligning a significant portion of pay to multi-year results, while the RSUs vest in three equal annual installments.

The employment agreement includes severance of twelve months’ base salary plus target bonus and subsidized COBRA premiums if he is terminated without Cause, and accelerated vesting of post-hire equity awards upon such a termination within twelve months after a Change of Control, except that PSUs follow their specific award terms. These provisions are typical for senior executives and are structured to support retention through both ordinary-course operations and potential strategic events.

8-K Event Classification

4 items: 2.02, 5.02, 7.01, 9.01

4 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

0001609550False00016095502026-01-092026-01-09

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 8-K

_________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 9, 2026

_________________________

INSPIRE MEDICAL SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

_________________________

Delaware

001-38468

26-1377674

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

5500 Wayzata Blvd., Suite 1600

Golden Valley, Minnesota 55416

(Address of principal executive offices) (Zip Code)

(844) 672-4357

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 par value per share

INSP

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition

period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On January 12, 2026, Inspire Medical Systems, Inc. (the “Company”) issued a press release announcing certain preliminary and unaudited results for the quarter and full year ended December 31, 2025. These preliminary financial results are based on the Company’s current estimate of its results for the year ended December 31, 2025, and remain subject to change based on the completion of closing and review procedures and the execution of the Company’s internal control over financial reporting. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 2.02 of this Current Report on Form 8-K (and in the press release attached as Exhibit 99.1 hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 9, 2026, the Board of Directors of the Company approved the appointment of Matthew J. Osberg as Chief Financial Officer, effective as of the day after the Company files its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 10-K”). As Chief Financial Officer, Mr. Osberg will also serve as the Company’s principal financial officer and principal accounting officer, effective as of such date.

Mr. Osberg, age 50, previously served as Executive Vice President and Chief Financial Officer at Apogee Enterprises, Inc., a publicly traded manufacturer of architectural building products and services, from April 2023 to January 2026. Earlier in his career, Mr. Osberg served as Chief Financial Officer at Helen of Troy Limited, a publicly traded global consumer products company, from November 2021 to April 2023 and Senior Vice President of Corporate Finance at Helen of Troy Limited from 2016 to 2021. Prior to this, he held senior finance leadership roles at Best Buy Co., Inc. and worked at Ernst & Young from 1998 to 2008. Mr. Osberg holds a bachelor’s degree in accounting from Augsburg University and is a Certified Public Accountant (inactive).

There is no arrangement or understanding between Mr. Osberg and any other person pursuant to which Mr. Osberg was appointed as an officer of the Company. There are no relationships, family or otherwise, between Mr. Osberg and the Company or any director or executive officer of the Company that would require disclosure pursuant to Items 401(d) or 404(a) of Regulation S-K, as applicable.

Mr. Osberg Employment Arrangements

Mr. Osberg and the Company have entered into an employment agreement (the “Employment Agreement”) pursuant to which Mr. Osberg is entitled to an annual base salary of $650,000 and is eligible to receive an annual cash bonus with a target of 70% of his base salary and annual long-term incentive awards.

The Company has agreed to pay Mr. Osberg a cash sign-on bonus equal to $600,000, less applicable withholdings and deductions, with half to be paid on the first regular payroll date after Mr. Osberg’s start date and the remainder to be paid six months after the start date (with a customary clawback provision for repayment if Mr. Osberg’s employment is terminated by him without “Good Reason” (as defined in the Employment Agreement) or by the Company without “Cause” (as defined in the Employment Agreement)). Additionally, pursuant to the Company’s 2018 Incentive Award Plan, Mr. Osberg is eligible to be granted (i) an award of performance stock units (“PSUs”) with the target number of shares provided in such award having a value equal to $1,500,000 (based on the fair market value of the Company’s common stock on the grant date) and which will vest based on the achievement of certain performance objectives during the three-year period ending on December 31, 2028 and (ii) an award of restricted stock units (“RSUs”) having a value equal to $1,500,000 (based on the fair market value of the

2

Company’s common stock on the grant date) and which will vest in three equal annual installments beginning on the first anniversary of the grant date.

The Employment Agreement provides for an indefinite term and is terminable at will by us or Mr. Osberg. Pursuant to the Employment Agreement, upon termination of employment by us without Cause, Mr. Osberg is entitled to receive the sum of (x) twelve months of his then-current annual base salary and (y) his target annual bonus, with such amount payable in installments over the twelve-month period following such termination, as well as subsidized COBRA premiums for twelve months following his termination of employment. Notwithstanding the foregoing, in the event such a termination of employment occurs on or within the twelve-month period following a Change of Control (as defined in the Employment Agreement), Mr. Osberg will be entitled to receive acceleration in full of the vesting of his outstanding equity awards that were granted on or following the effective date of his Employment Agreement, except for PSUs which shall be subject to change of control provisions as set forth in the applicable form of award agreement for such awards. Mr. Osberg would be required to execute a release of claims in favor of us in order to receive his severance benefits.

Mr. Osberg is expected to enter into the Company’s standard indemnification agreement for directors and officers, a form of which is filed as Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Mr. Buchholz Transition

As part of the overall chief financial officer transition following Richard J. Buchholz’s decision to step down as Chief Financial Officer of the Company in August 2025, on January 9, 2026, the Board of Directors of the Company appointed Mr. Buchholz as interim Chief Financial Officer and designated him as the Company’s interim principal financial officer and interim principal accounting officer through the filing of the Company’s 2025 10-K. In connection with this appointment, the Company and Mr. Buchholz entered into the Amendment to the Transition and Separation Agreement (the “Amendment”) by and between the Company and Mr. Buchholz, dated August 26, 2025, which provides that Mr. Buchholz will act in this capacity through the filing of the 2025 10-K. The material terms of the Transition and Separation Agreement, including compensation terms, otherwise remain unchanged.

The foregoing descriptions of the Employment Agreement and the Amendment do not purport to be complete and are qualified in their entirety by the full text of the agreements

Item 7.01. Regulation FD Disclosure.

In January 2026, the Company will be participating in various meetings with investors and analysts, and a copy of the Company’s presentation materials being used at these meetings is furnished as Exhibit 99.2 hereto and is incorporated herein by reference. These presentation materials are also available on the Investor Relations page of the Company’s website at https://investors.inspiresleep.com.

The information in Item 7.01 of this Current Report on Form 8-K (and in the presentation attached as Exhibit 99.2) is being furnished hereby and shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

3

Exhibit No.						Description
99.1						Press release of Inspire Medical Systems, Inc., dated January 12, 2026.
99.2						Inspire Medical Systems, Inc. Investor Presentation, January 2026.
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

4

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						INSPIRE MEDICAL SYSTEMS, INC.
Date:			January 12, 2026			By:			/s/ Bryan K. Phillips
									Bryan K. Phillips
									Sr. Vice President, General Counsel

5

FAQ

What did Inspire Medical Systems (INSP) disclose about its 2025 financial results?

Inspire Medical Systems stated that it issued a press release announcing certain preliminary and unaudited results for the quarter and full year ended December 31, 2025. These figures are based on the company’s current estimates and remain subject to change as it completes closing procedures and its internal control over financial reporting.

Who is the new CFO of Inspire Medical Systems (INSP) and when will he start?

The board appointed Matthew J. Osberg as Chief Financial Officer. His appointment becomes effective on the day after Inspire Medical Systems files its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. At that time, he will also serve as the company’s principal financial officer and principal accounting officer.

What are the key compensation terms for Inspire Medical Systems new CFO?

Under his employment agreement, Matthew J. Osberg is entitled to a $650,000 annual base salary and is eligible for an annual cash bonus with a target of 70% of his base salary. He will receive a $600,000 cash sign-on bonus, paid in two installments, and is eligible for long-term equity incentives consisting of performance stock units and restricted stock units, each with a grant-date value of $1,500,000.

What severance protections does the new CFO of Inspire Medical Systems receive?

If Inspire Medical Systems terminates Mr. Osberg without Cause, he is entitled to receive twelve months of his then-current annual base salary plus his target annual bonus, paid over twelve months, and subsidized COBRA premiums for twelve months. If such a termination occurs within twelve months after a Change of Control, the vesting of his post-hire equity awards will accelerate in full, other than performance stock units, which follow their applicable award agreements. He must sign a release of claims to receive these severance benefits.

What is the role of Richard J. Buchholz during the CFO transition at Inspire Medical Systems (INSP)?

As part of the CFO transition, the board appointed Richard J. Buchholz as interim Chief Financial Officer and designated him as interim principal financial officer and interim principal accounting officer through the filing of the companys 2025 Form 10-K. An amendment to his Transition and Separation Agreement provides that he will serve in this interim capacity through that filing, while other material terms of his agreement remain unchanged.

Is Inspire Medical Systems (INSP) engaging with investors following this 8-K disclosure?

In January 2026, Inspire Medical Systems plans to participate in various meetings with investors and analysts. The company has prepared presentation materials for these meetings, which are furnished as an exhibit and made available on the Investor Relations page of its website at https://investors.inspiresleep.com.