[10-Q] INSIGHT ENTERPRISES INC Quarterly Earnings Report

Q: What were Insight Enterprises (NSIT) Q3 2025 sales and EPS?

Total net sales were $2,003,845,000 and diluted EPS was $1.62 . Net earnings were $50,947,000 .

Q: How did Services perform for NSIT in Q3 2025?

Services revenue was $426,073,000 , up from $414,107,000 a year earlier, supporting gross profit of $434,195,000 .

Q: What is NSIT’s cash and debt position as of September 30, 2025?

Cash and cash equivalents were $547,017,000 . Long-term debt was $1,392,626,000 , including $899,804,000 outstanding under the ABL.

Q: Did NSIT repurchase shares in Q3 2025?

Yes. It repurchased 600,727 shares for approximately $75,000,000 at an average price of $124.85 per share.

Q: What were NSIT’s shares outstanding near quarter-end?

Shares outstanding were 30,979,597 as of October 24, 2025 .

Q: Were there notable post-quarter transactions for NSIT?

Yes. On October 1, 2025 , Insight acquired Inspire11 for approximately $212,000,000 upfront, plus up to $66,000,000 in earnouts.

Q: Did NSIT record any significant charges in 2025?

Yes. It recorded a $12,588,000 impairment on a Santa Monica property classified as held for sale.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

10-Q

Rhea-AI Filing Summary

Insight Enterprises (NSIT) reported Q3 2025 results with total net sales of $2,003,845,000, down modestly year over year. Services revenue rose to $426,073,000 while product sales declined, keeping gross profit essentially flat at $434,195,000. Earnings from operations were $93,067,000. Net earnings were $50,947,000 and diluted EPS was $1.62.

Liquidity improved as cash and cash equivalents reached $547,017,000. Debt increased with ABL borrowings of $899,804,000 outstanding and total long-term debt of $1,392,626,000, reflecting settlement of convertible notes and warrant transactions earlier in the year. The company repurchased 600,727 shares in the quarter for approximately $75,000,000 and recorded a $12,588,000 impairment on a Santa Monica property. After quarter-end, Insight acquired Inspire11 for approximately $212,000,000 upfront, with up to an additional $66,000,000 in earnouts, to deepen advisory, data and AI capabilities.

Insights

Revenue mixed, margins steady; leverage up as ABL usage rises.

Insight posted Q3 $2.00B in net sales with services up to $426.1M, keeping gross profit at $434.2M. Operating earnings were $93.1M, but net earnings of $50.9M reflect higher interest and other items.

Balance sheet shows cash of $547.0M and long-term debt of $1.39B, including $899.8M drawn on the ABL. Earlier cash settlements of Warrants and the Convertible Notes reduced dilution but increased financing activity.

Post-quarter, the Inspire11 deal adds advisory, data and AI capabilities for $212.0M upfront plus up to $66.0M in earnouts. Actual financial impact will depend on integration and performance against EBITDA targets disclosed through 2027.

10/30/2025 - 01:25 PM

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2025


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission File Number: 0-25092

INSIGHT ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)


Delaware			86-0766246
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

2701 E. Insight Way, Chandler, Arizona 85286

(Address of principal executive offices) (Zip Code)

(480) 333-3000

(Registrant’s telephone number, including area code)

__________________________________________________________________

Not Applicable

_________________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

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


Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, par value $0.01	NSIT	The NASDAQ Global Select Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


Yes x			No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).


Yes x			No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	x	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	o
		Emerging growth company	o

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


Yes o			No x

The number of shares outstanding of the issuer’s common stock as of October 24, 2025 was 30,979,597.

Table of Contents

INSIGHT ENTERPRISES, INC.

QUARTERLY REPORT ON FORM 10-Q

Three Months Ended September 30, 2025

TABLE OF CONTENTS


		Page
PART I -	Financial Information

Item 1 –	Financial Statements:

	Consolidated Balance Sheets (unaudited) – September 30, 2025 and December 31, 2024	1

	Consolidated Statements of Operations (unaudited) – Three and Nine Months Ended September 30, 2025 and 2024	2

	Consolidated Statements of Comprehensive Income (unaudited) – Three and Nine Months Ended September 30, 2025 and 2024	3

	Consolidated Statements of Stockholders’ Equity (unaudited) – Three and Nine Months Ended September 30, 2025 and 2024	4

	Consolidated Statements of Cash Flows (unaudited) – Nine Months Ended September 30, 2025 and 2024	5

	Notes to Consolidated Financial Statements (unaudited)	6

Item 2 –	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15

Item 3 –	Quantitative and Qualitative Disclosures About Market Risk	33

Item 4 –	Controls and Procedures	33

PART II -	Other Information	34

Item 1 –	Legal Proceedings	34

Item 1A –	Risk Factors	34

Item 2 –	Unregistered Sales of Equity Securities and Use of Proceeds	34

Item 3 –	Defaults Upon Senior Securities	34

Item 4 –	Mine Safety Disclosures	35

Item 5 –	Other Information	35

Item 6 –	Exhibits	36

Signatures		37

Table of Contents

INSIGHT ENTERPRISES, INC.

FORWARD-LOOKING INFORMATION

References to "the Company," “Insight,” “we,” “us,” “our” and other similar words refer to Insight Enterprises, Inc. and its consolidated subsidiaries, unless the context suggests otherwise. Certain statements in this Quarterly Report on Form 10-Q, including statements in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part I, Item 2 of this report, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may include: projections of, and matters that affect, net sales, gross profit, gross margin, operating expenses, earnings from operations, non-operating income and expenses, net earnings or cash flows, cash needs and the payment of accrued expenses and liabilities; our expectations regarding supply constraints, our expectations regarding certain trends for our business and that gross margin expansion could continue into future periods as we focus on selling solutions and increasing our services net sales; our expectation that transformation costs are not expected to recur in the longer term; the expected effects of seasonality on our business, including as a result of recent acquisitions; expectations of further consolidation and trends in the Information Technology (“IT”) industry; our business strategy and our strategic initiatives, including our efforts to grow our core business in the current environment, develop and grow our global cloud business and build scalable solutions; expectations regarding the impact of partner incentives and changes to partner incentive programs, including our belief that we may not experience significant growth in cloud gross profit in 2025 compared to 2024 as a result of certain partner program changes; our expectations about future benefits of our acquisitions and our plans related thereto, including the expected timing of pending acquisitions and the potential expansion into wider regions; the increasing demand for big data solutions; the availability of competitive sources of products for our purchase and resale; our intentions concerning the payment of dividends; our acquisition strategy and our expectation that we will incur additional acquisition and integration related expenses in executing such strategy; our expectations regarding the impact of inflation, including our expectation that while interest rates will decrease, our anticipation that higher than historical interest rates will continue throughout most of 2025, and our ability to offset the effects of inflation and manage any increase in interest rates; the effects of tariffs and trade policies; projections of capital expenditures; our plans to continue to evolve our IT systems; our expectation that our gross margins will improve as our mix of services and solutions increase; plans relating to share repurchases; our liquidity and the sufficiency of our capital resources, the availability of financing and our needs or plans relating thereto; the effects of new accounting principles and expected dates of adoption; the effect of indemnification obligations; projections about the outcome of ongoing tax audits; our expectations regarding future tax rates and the impact of domestic and global tax legislation, including our expectation that our effective tax rate will return to more typical levels in the foreseeable future; adequate provisions for and our positions and strategies with respect to ongoing and threatened litigation and expected outcomes; our ability to expand our client relationships; our expectations that pricing pressures in the IT industry will continue; our intention to use cash generated in the remainder of 2025 in excess of working capital needs to pay down our ABL facility (as defined in this report) and inventory financing facilities, and for strategic acquisitions; our belief that our office facilities are adequate and that we will be able to extend our current leases or locate substitute facilities on satisfactory terms; our belief that we have adequate provisions for losses; our expectation that we will not incur interest payments under our inventory financing facilities; our expectations that future income will be sufficient to fully recover deferred tax assets; our exposure to off-balance sheet arrangements; statements of belief; and statements of assumptions underlying any of the foregoing. Forward-looking statements are identified by such words as “believe,” “anticipate,” “expect,” “estimate,” “intend,” “plan,” “project,” “will,” “may” and variations of such words and similar expressions and are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Future events and actual results could differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. There can be no assurances that results described in forward-looking statements will be achieved, and actual results could differ materially from those suggested by the forward-looking statements. Some of the important factors that could cause our actual results to differ materially from those projected in any forward-looking statements include, but are not limited to, the following, which are discussed in “Risk Factors” in Part I, Item 1A of the Company's Annual Report on Form 10-K for the year ended December 31, 2024 and in "Risk Factors" in Part II, Item 1A of this report:

•actions of our competitors, including manufacturers and publishers of products we sell;

•our reliance on our partners for product availability, competitive products to sell and marketing funds and purchasing incentives, which can and do change significantly in the amounts made available and in the requirements year over year;

•our ability to keep pace with rapidly evolving technological advances including generative artificial intelligence and the evolving competitive marketplace;

•general economic conditions, economic uncertainties and changes in geopolitical conditions, including the possibility of a recession or a decline in market activity;

•changes in the IT industry and/or rapid changes in technology;

•our ability to provide high quality services to our clients;

•our reliance on independent shipping companies;

•the risks associated with our international operations;

•supply constraints for products;

•natural disasters or other adverse occurrences, including public health issues such as pandemics or epidemics;

•disruptions in our IT systems and voice and data networks;

•cyberattacks, outages, or third-party breaches of data privacy as well as related breaches of government regulations;

Table of Contents

INSIGHT ENTERPRISES, INC.

•intellectual property infringement claims and challenges to our copyrights, patents, trademarks and trade names;

•potential liability and competitive risk based on the development, adoption, and use of Generative Artificial Intelligence ("Gen AI");

•legal proceedings, client audits and failure to comply with laws and regulations;

•risks of termination, delays in payment, audits and investigations related to our public sector contracts;

•exposure to changes in, interpretations of, or enforcement trends related to tax rules and regulations;

•our potential to draw down a substantial amount of indebtedness;

•increased debt and interest expense and the possibility of decreased availability of funds under our financing facilities;

•possible significant fluctuations in our future operating results as well as seasonality and variability in client demands;

•potential contractual disputes or collection matters with our clients and third-party suppliers;

•our dependence on certain key personnel and our ability to attract, train and retain skilled teammates;

•risks associated with the integration and operation of acquired businesses, including achievement of expected synergies and benefits; and

•future sales of the Company’s common stock or equity-linked securities in the public market could lower the market price for our common stock.

Additionally, there may be other risks described from time to time in the reports that we file with the Securities and Exchange Commission (the “SEC”). Any forward-looking statements in this report are made as of the date of this filing and should be considered in light of various important factors, including the risks and uncertainties listed above, as well as others. We assume no obligation to update, and, except as may be required by law, do not intend to update, any forward-looking statements. We do not endorse any projections regarding future performance that may be made by third parties.

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

INSIGHT ENTERPRISES, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

(unaudited)


	September 30, 2025		December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	547,017	$	259,234
Accounts receivable, net of allowance for doubtful accounts of $45,825 and $35,687, respectively	5,479,567		4,172,104
Inventories	149,001		122,581
Contract assets, net	63,130		81,980
Other current assets	265,568		208,723
Total current assets	6,504,283		4,844,622
Long-term contract assets, net	59,389		86,953
Property and equipment, net of accumulated depreciation and amortization of $232,766 and $220,311, respectively	186,416		215,678
Goodwill	902,284		893,516
Intangible assets, net of accumulated amortization of $301,115 and $243,187, respectively	373,925		426,493
Long-term accounts receivable	756,924		845,943
Other assets	118,826		135,373
	$	8,902,047	$	7,448,578
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable—trade	$	4,267,369	$	3,059,667
Accounts payable—inventory financing facilities	240,302		217,604
Accrued expenses and other current liabilities	513,593		512,052
Current portion of long-term debt	5		332,879
Total current liabilities	5,021,269		4,122,202
Long-term debt	1,392,626		531,233
Deferred income taxes	70,241		64,459
Long-term accounts payable	705,092		799,546
Other liabilities	132,086		160,527
	7,321,314		5,677,967
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.01 par value, 3,000 shares authorized; no shares issued	—		—
Common stock, $0.01 par value, 100,000 shares authorized; 30,967 shares at September 30, 2025 and 31,778 shares at December 31, 2024 issued and outstanding	310		318
Additional paid-in capital	156,801		342,893
Retained earnings	1,468,450		1,508,558
Accumulated other comprehensive loss – foreign currency translation adjustments	(44,828)		(81,158)
Total stockholders’ equity	1,580,733		1,770,611
	$	8,902,047	$	7,448,578

See accompanying notes to consolidated financial statements.

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INSIGHT ENTERPRISES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Net sales:
Products	$	1,577,772	$	1,673,779	$	4,950,862	$	5,364,169
Services	426,073		414,107		1,248,021		1,264,864
Total net sales	2,003,845		2,087,886		6,198,883		6,629,033
Costs of goods sold:
Products	1,405,321		1,486,271		4,417,924		4,794,125
Services	164,329		169,530		497,960		508,530
Total costs of goods sold	1,569,650		1,655,801		4,915,884		5,302,655
Gross profit:
Products	172,451		187,508		532,938		570,044
Services	261,744		244,577		750,061		756,334
Gross profit	434,195		432,085		1,282,999		1,326,378
Operating expenses:
Selling and administrative expenses	332,907		329,996		1,024,394		984,664
Severance and restructuring expenses, net	5,390		8,543		15,821		15,638
Acquisition and integration related expenses	2,831		695		3,082		2,166
Earnings from operations	93,067		92,851		239,702		323,910
Non-operating expense (income):
Interest expense, net	23,297		16,629		61,274		43,376
Other (income) expense, net	(888)		1,104		24,594		(128)
Earnings before income taxes	70,658		75,118		153,834		280,662
Income tax expense	19,711		16,910		48,441		67,983
Net earnings	$	50,947	$	58,208	$	105,393	$	212,679
Net earnings per share:
Basic	$	1.62	$	1.81	$	3.33	$	6.55
Diluted	$	1.62	$	1.52	$	3.22	$	5.53
Shares used in per share calculations:
Basic	31,369		32,216		31,663		32,459
Diluted	31,536		38,331		32,780		38,445

See accompanying notes to consolidated financial statements.

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INSIGHT ENTERPRISES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Net earnings	$	50,947	$	58,208	$	105,393	$	212,679
Other comprehensive (loss) gain, net of tax:
Foreign currency translation adjustments	(9,759)		17,227		36,330		1,711
Total comprehensive income	$	41,188	$	75,435	$	141,723	$	214,390

See accompanying notes to consolidated financial statements.

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INSIGHT ENTERPRISES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

(unaudited)


	Common Stock			Treasury Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Total Stockholders' Equity
	Shares	Par Value		Shares	Amount
Balances at June 30, 2025	31,420	$	314	—	$	—	$	150,621	$	(35,069)	$	1,489,617	$	1,605,483
Issuance of common stock under employee stock plans, net of shares withheld for payroll taxes	5	—		—	—		(162)		—		—		(162)
Stock-based compensation expense	—	—		—	—		8,857		—		—		8,857
Employee stock purchase plan issuances	9	—		—	—		1,118		—		—		1,118


Excise tax on stock repurchases	—	—		—	—		(743)		—		—		(743)
Repurchase of treasury stock	—	—		(601)	(75,000)		—		—		—		(75,000)
Retirement of treasury stock	(601)	(6)		601	75,000		(2,880)		—		(72,114)		—
Settlement upon exercise of Warrants	134	2		—	—		(10)		—		—		(8)
Foreign currency translation adjustments, net of tax	—	—		—	—		—		(9,759)		—		(9,759)
Net earnings	—	—		—	—		—		—		50,947		50,947
Balances at September 30, 2025	30,967	$	310	—	$	—	$	156,801	$	(44,828)	$	1,468,450	$	1,580,733
Balances at June 30, 2024	32,584	$	326	—	$	—	$	334,573	$	(57,128)	$	1,569,774	$	1,847,545
Issuance of common stock under employee stock plans, net of shares withheld for payroll taxes	6	—		—	—		(488)		—		—		(488)
Stock-based compensation expense	—	—		—	—		9,316		—		—		9,316
Employee stock purchase plan issuances	6	—		—	—		1,149		—		—		1,149


Excise tax on stock repurchases	—	—		—	—		(1,637)		—		—		(1,637)
Repurchase of treasury stock	—	—		(835)	(165,020)		—		—		—		(165,020)
Retirement of treasury stock	(835)	(8)		835	165,020		(8,576)		—		(156,436)		—
Foreign currency translation adjustments, net of tax	—	—		—	—		—		17,227		—		17,227
Net earnings	—	—		—	—		—		—		58,208		58,208
Balances at September 30, 2024	31,761	$	318	—	$	—	$	334,337	$	(39,901)	$	1,471,546	$	1,766,300
Balances at December 31, 2024	31,778	$	318	—	$	—	$	342,893	$	(81,158)	$	1,508,558	$	1,770,611
Issuance of common stock under employee stock plans, net of shares withheld for payroll taxes	163	2		—	—		(12,581)		—		—		(12,579)
Stock-based compensation expense	—	—		—	—		26,765		—		—		26,765
Employee stock purchase plan issuances	25	—		—	—		3,487		—		—		3,487
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		—		—		—
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	—	—		—	—		(1,249)		—		—		(1,249)
Settlement upon exercise of Warrants	202	2		—	—		(196,909)		—		—		(196,907)
Foreign currency translation adjustments, net of tax	—	—		—	—		—		36,330		—		36,330
Net earnings	—	—		—	—		—		—		105,393		105,393
Balances at September 30, 2025	30,967	$	310	—	$	—	$	156,801	$	(44,828)	$	1,468,450	$	1,580,733
Balances at December 31, 2023	32,590	$	326	—	$	—	$	328,607	$	(41,612)	$	1,448,412	$	1,735,733
Issuance of common stock under employee stock plans, net of shares withheld for payroll taxes	177	2		—	—		(11,501)						(11,499)
Stock-based compensation expense	—	—		—	—		26,216		—		—		26,216
Employee stock purchase plan issuances	17	—		—	—		3,149		—		—		3,149
Shares issued upon conversion of Notes	141	1		—	—		(1)		—		—		—
Shares received from convertible note hedge upon conversion of convertible notes	(141)	(1)		—	—		1		—		—		—
Repurchase of treasury stock	—	—		(1,023)	(200,020)		—		—		—		(200,020)
Retirement of treasury stock	(1,023)	(10)		1,023	200,020		(10,465)		—		(189,545)		—
Excise tax on stock repurchases	—	—		—	—		(1,669)		—		—		(1,669)

Foreign currency translation adjustments, net of tax	—	—		—	—		—		1,711		—		1,711
Net earnings	—	—		—	—		—		—		212,679		212,679
Balances at September 30, 2024	31,761	$	318	—	$	—	$	334,337	$	(39,901)	$	1,471,546	$	1,766,300

See accompanying notes to consolidated financial statements.

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INSIGHT ENTERPRISES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Nine Months Ended September 30,
	2025		2024
Cash flows from operating activities:
Net earnings	$	105,393	$	212,679
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	77,971		72,357
Provision for losses on accounts receivable	6,743		7,440
Provision for losses on contract assets	3,917		2,474
Non-cash stock-based compensation	26,765		26,216
Net change on revaluation of earnout liabilities	19,184		(30,648)
Earnout payments in excess of acquisition date fair value	(25,451)		—
Deferred income taxes	5,081		16,342
Net loss on revaluation of warrant settlement liabilities	25,069		—
Impairment loss on long lived real estate asset	12,588		—
Amortization of debt issuance costs	3,422		4,090
Other adjustments	(1,123)		(3,155)
Changes in assets and liabilities:
Increase in accounts receivable	(1,181,587)		(291,692)
(Increase) decrease in inventories	(25,379)		28,407
Decrease in contract assets	42,549		49,798
Decrease (increase) in long-term accounts receivable	93,903		(434,966)
(Increase) decrease in other assets	(20,845)		13,626
Increase in accounts payable	1,100,776		374,166

(Decrease) increase in long-term accounts payable	(99,222)		428,081
Decrease in accrued expenses and other liabilities	(19,697)		(57,484)
Net cash provided by operating activities:	150,057		417,731
Cash flows from investing activities:
Proceeds from sale of assets	—		13,751
Purchases of property and equipment	(17,551)		(32,371)
Acquisitions, net of cash and cash equivalents acquired	—		(270,248)
Net cash used in investing activities:	(17,551)		(288,868)
Cash flows from financing activities:
Borrowings on ABL revolving credit facility	4,823,236		3,631,660
Repayments on ABL revolving credit facility	(3,971,067)		(3,964,940)
Warrants settlement	(221,968)		—
Repayment of principal on the Convertible Notes	(333,091)		(16,895)
Net borrowings under inventory financing facilities	21,859		3,102
Proceeds from issuance of senior unsecured notes	—		500,000
Payment of debt issuance costs	—		(8,647)
Repurchases of common stock	(151,118)		(200,020)
Earnout and acquisition related payments	(20,204)		(18,297)
Other payments	(11,126)		(8,486)
Net cash provided by (used in) financing activities:	136,521		(82,523)
Foreign currency exchange effect on cash, cash equivalents and restricted cash balances	18,953		2,660
Increase in cash, cash equivalents and restricted cash	287,980		49,000
Cash, cash equivalents and restricted cash at beginning of period	261,467		270,785
Cash, cash equivalents and restricted cash at end of period	$	549,447	$	319,785

See accompanying notes to consolidated financial statements.

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INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Basis of Presentation and Recently Issued Accounting Standards

We help our clients accelerate their digital journey to modernize their businesses and maximize the value of technology. We serve these clients in North America; Europe, the Middle East and Africa (“EMEA”); 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 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. Our company is organized in the following three operating segments, which are primarily defined by their related geographies:


Operating Segment						Geography
North America						United States and Canada
EMEA						Europe, Middle East and Africa
APAC						Asia-Pacific

Our offerings in North America and certain countries in EMEA and APAC include hardware, software and services, including cloud solutions. Our offerings in the remainder of our EMEA and APAC segments consist largely of software and certain software-related services and cloud solutions.

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly our financial position as of September 30, 2025 and our results of operations for the three and nine months ended September 30, 2025 and 2024 and cash flows for the nine months ended September 30, 2025 and 2024. The consolidated balance sheet as of December 31, 2024 was derived from the audited consolidated balance sheet at such date. The accompanying unaudited consolidated financial statements and notes have been prepared in accordance with the rules and regulations promulgated by the SEC and consequently do not include all of the disclosures normally required by United States generally accepted accounting principles (“GAAP”).

The results of operations for interim periods are not necessarily indicative of results for the full year, due in part to the seasonal nature of our business. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements, including the related notes thereto, in our Annual Report on Form 10-K for the year ended December 31, 2024.

The consolidated financial statements include the accounts of Insight Enterprises, Inc. and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Additionally, these estimates and assumptions affect the reported amounts of net sales and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, we evaluate our estimates, including those related to sales recognition, anticipated achievement levels under partner funding programs, assumptions related to stock-based compensation valuation, allowances for doubtful accounts and contract assets, valuation of inventories, valuation of acquired intangible assets, litigation-related obligations, valuation allowances for deferred tax assets and impairment of long-lived assets, including purchased intangibles and goodwill, if indicators of potential impairment exist.

Recently Issued Accounting Standards

In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") No. 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)". The standard requires public business entities to disclose

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INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)(unaudited)

detailed information about specific types of expenses that are relevant to certain line items on the income statement. The guidance is effective for annual periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027. The requirements can be applied prospectively with the option for retrospective application, and early adoption is permitted. The Company is currently evaluating the impact the adoption of this standard will have on its consolidated financial statements.

In December 2023, the FASB issued Accounting Standard Update ASU No. 2023-09, "Income Taxes (Topic 740)". The standard requires reporting entities to provide disaggregated information on their effective tax rate reconciliation and income taxes paid. 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 prospectively, with an option for retrospective application, and early adoption is allowed. We did not early adopt this guidance. The updated guidance is not expected to have a material effect on the Company's consolidated financial statements or disclosures.

Recently Adopted Accounting Standards

In November 2023, the FASB issued ASU No. 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures", which requires public entities to disclose information about their reportable segments' significant expenses on an interim and annual basis. The amendments aim to improve interim disclosure requirements, clarify situations where an entity can reveal multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and include other disclosure requirements. The main objective of the amendments is to assist investors in understanding the entity's overall performance and evaluate potential future cash flows. 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 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.

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INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)(unaudited)

2. Receivables, Contract Liabilities and Performance Obligations

Contract Balances

The following table provides information about receivables and contract liabilities as of September 30, 2025 and December 31, 2024 (in thousands):


	September 30, 2025		December 31, 2024
Current receivables, which are included in “Accounts receivable, net”	$	5,479,567	$	4,172,104
Contract assets, net	63,130		81,980
Long-term accounts receivable	756,924		845,943
Long-term contract assets, net	59,389		86,953
Contract liabilities, which are included in “Accrued expenses and other current liabilities” and “Other liabilities”	120,168		109,615

Significant changes in the gross contract assets balances during the nine months ended September 30, 2025 are as follows (in thousands):


	Contract Assets
Balances at December 31, 2024	$	178,438

Reclassification of beginning contract assets to receivables, as a result of rights to consideration becoming unconditional	(64,193)
Contract assets recognized, net of reclassification to receivables	16,739
Balances at September 30, 2025	$	130,984

Contract assets consist of amounts the Company is entitled to for the resale of third-party consumption-based services, prior to payment becoming unconditional. In these transactions, the Company invoices clients for the gross amount of consideration it is responsible to collect, including amounts ultimately passed on to the third-party service providers. As of September 30, 2025, contract assets, net of allowances, were $122,519,000.

Gross contract assets by our internal risk ratings as of September 30, 2025 are summarized as follows (in thousands):


	Contract Assets
Low risk	$	38,729
Moderate risk	57,058
High risk	35,197
Total contract assets	$	130,984

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INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)(unaudited)

Changes in the contract liabilities balances during the nine months ended September 30, 2025 are as follows (in thousands):


	Contract Liabilities
Balances at December 31, 2024	$	109,615
Reclassification of the beginning contract liabilities to revenue, as the result of performance obligations satisfied	(68,943)
Cash received in advance and not recognized as revenue	79,496
Balances at September 30, 2025	$	120,168

During the nine months ended September 30, 2024, the Company recognized revenue of $80,520,000 related to its contract liabilities.

Transaction price allocated to the remaining performance obligations

The following table includes estimated net sales related to performance obligations that are unsatisfied (or partially unsatisfied) as of September 30, 2025 that are expected to be recognized in the future (in thousands):


	Services
Remainder of 2025	$	45,434
2026	97,911
2027	59,490
2028 and thereafter	54,555
Total remaining performance obligations	$	257,390

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 six 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 September 30, 2025 and do not disclose information about related remaining performance obligations in the table above. Our time and material contracts have an average expected duration of 25 months.

3. Assets Held for Sale

During the nine months ended September 30, 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 the nine months ended September 30, 2024, we did not have any assets held for sale.

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INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)(unaudited)

4. Net Earnings Per Share

Basic earnings per share ("EPS") is computed by dividing net earnings available to common stockholders by the weighted average number of common shares outstanding during each period. 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 restricted stock units (“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 4), as applicable. A reconciliation of the denominators of the basic and diluted EPS calculations follows (in thousands, except per share data):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Numerator:
Net earnings	$	50,947	$	58,208	$	105,393	$	212,679
Denominator:
Weighted average shares used to compute basic EPS	31,369		32,216		31,663		32,459
Dilutive potential common shares due to dilutive RSUs, net of tax effect	56		300		94		308
Dilutive potential common shares due to the Convertible Notes	—		3,258		577		3,269
Dilutive potential common shares due to the Warrants	111		2,557		446		2,409
Weighted average shares used to compute diluted EPS	31,536		38,331		32,780		38,445
Net earnings per share:
Basic	$	1.62	$	1.81	$	3.33	$	6.55
Diluted	$	1.62	$	1.52	$	3.22	$	5.53

For the three and nine months ended September 30, 2025, approximately 190,000 and 153,000, respectively, of our RSUs were excluded from the diluted EPS calculations because their inclusion would have been anti-dilutive. For the three and nine months ended September 30, 2024, approximately 500 and 10,000, respectively, of our RSUs were excluded from the diluted EPS calculations because their inclusion would have been anti-dilutive. These share-based awards could be dilutive in future periods.

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INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)(unaudited)

5. Debt, Inventory Financing Facilities, Finance Leases and Other Financing Obligations

Debt

Our long-term debt consists of the following (in thousands):


	September 30, 2025		December 31, 2024
ABL revolving credit facility	$	899,804	$	39,000
Senior unsecured notes due 2032	492,814		492,222
Convertible senior notes due 2025	—		332,867
Other financing obligations	13		23
Total	1,392,631		864,112
Less: current portion of long-term debt	(5)		(332,879)
Long-term debt	$	1,392,626	$	531,233

On June 16, 2025, we entered into the Fifth 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, includes revisions to remove the credit adjustment spread and clarifications regarding the disposition of accounts. 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 subsidiaries of $350,000,000. 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. dollar equivalent of $750,000,000, subject to customary conditions, including receipt of commitments from lenders. The ABL facility is guaranteed by certain of our material subsidiaries and is secured by a lien on certain of our assets and certain of each other borrower’s and each guarantor’s assets. 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 September 30, 2025, eligible accounts receivable and inventory permitted availability to the full $1,800,000,000 facility amount, of which $899,804,000 was outstanding.

The ABL facility contains customary affirmative and negative covenants and events of default. 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 September 30, 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 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. The Senior Notes bear interest at an annual rate of 6.625% payable semiannually, in arrears, on May 15th and November 15th of each year beginning on November 15, 2024.

The Company may redeem the Senior Notes prior to May 15, 2027, with an amount equal to the net cash proceeds received by the Company from certain equity offerings at a redemption price equal to 106.625% of the principal amount of such notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, in an aggregate principal amount for all such redemptions not to exceed 40% of the aggregate principal

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amount of the Senior Notes. The Senior Notes are subject to redemption at specified prices on or after May 15, 2027 plus accrued and unpaid interest, if any, on such notes redeemed, to, but excluding, the applicable redemption date. In addition, at any time prior to May 15, 2027, the Company may, on one or more occasions, redeem the Senior Notes in whole or in part, at its option, upon notice, at a redemption price equal to 100% of the principal amount of such notes plus a “make-whole” premium as specified in the Senior Notes Indenture and accrued and unpaid interest, if any, to, but excluding, the redemption date.

If the Company experiences certain change of control events, together with a ratings decline, as described in the Senior Notes Indenture, the Company will be required to make an offer to repurchase some or all of the Senior Notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.

The Senior Notes are subject to certain customary events of default and acceleration clauses. As of September 30, 2025, no such events have occurred.

The Senior Notes consist of the following balances reported within the consolidated balance sheets (in thousands):


	September 30, 2025		December 31, 2024
Liability:
Principal	$	500,000	$	500,000
Less: debt issuance costs, net of accumulated amortization	(7,186)		(7,778)
Net carrying amount	$	492,814	$	492,222

Convertible Senior Notes due 2025

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 15th and August 15th 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.

The Convertible Notes consist of the following balances reported within the consolidated balance sheets (in thousands):


	September 30, 2025		December 31, 2024
Liability:
Principal	$	—	$	333,091
Less: debt issuance costs, net of accumulated amortization	—		(224)
Net carrying amount	$	—	$	332,867

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 nine months ended September 30, 2025 and 2024 is made up of contractual coupon interest and amortization of debt issuance costs. Due to the maturity of the Convertible Notes in February 2025, no interest expense was incurred for the three months ended September 30, 2025.

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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 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 the three months ended September 30, 2025, we settled approximately 635,000 of the remaining Warrants in shares of our common stock. For the nine months ended September 30, 2025, we settled a total of approximately 4,519,000 Warrants. As of September 30, 2025, 605,000 Warrants remained outstanding and are expected to be settled in shares of our common stock by the end of the year.

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.

Inventory Financing Facilities

We have maximum availability under our unsecured inventory financing facility with MUFG Bank Ltd (“MUFG”) of $280,000,000. We have maximum availability under our unsecured inventory financing facility with PNC Bank, N.A. (“PNC”) of $375,000,000, including a $25,000,000 facility in Canada (the "Canada facility"). We also have maximum availability under our unsecured inventory financing facility with Wells Fargo in EMEA (the "EMEA facility") of $50,000,000. As of September 30, 2025, our combined inventory financing facilities had a total maximum capacity of $705,000,000, of which $240,302,000 was outstanding.

The inventory financing facilities will remain in effect until they are terminated by any of the parties. 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. Amounts outstanding under these facilities are classified separately as accounts payable – inventory financing facilities in the accompanying consolidated balance sheets and within cash flows from financing activities in the accompanying consolidated statements of cash flows. We impute interest on the average daily balance outstanding during these stated vendor terms based on our incremental borrowing rate during the period.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)(unaudited)

6. Income Taxes

Our effective tax rates for the three and nine months ended September 30, 2025 were 27.9% and 31.5%, respectively. Our effective tax rate for the three months ended September 30, 2025 was higher than the United States federal statutory rate of 21.0% due primarily to state income taxes, higher taxes on earnings in foreign jurisdictions, and the non-deductibility of losses related to certain foreign operations and the revaluation of earnout liabilities. These increases were partially offset by tax benefits related to research and development activities. Our effective tax rate for the nine months ended September 30, 2025 was higher than the United States federal statutory rate of 21.0% due primarily to state income taxes, higher taxes on earnings in foreign jurisdictions, and the non-deductibility of losses related to the warrant fair value adjustments and the revaluation of earnout liabilities. These increases were partially offset by the reduction in the valuation allowance related to our foreign tax credit carryforward and tax benefits related to research and development activities.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA') was enacted. OBBBA, among other provisions, allows for the immediate expensing of domestic research and development expenditures. We have completed our preliminary analysis of the Act and have concluded that it does not have a material impact on our consolidated financial statements or effective tax rate for the three and nine months ended September 30, 2025.

Our effective tax rates for the three and nine months ended September 30, 2024 were 22.5% and 24.2%, respectively. Our effective tax rate was higher than the United States federal statutory rate of 21.0% due primarily to state income taxes and higher taxes on earnings in foreign jurisdictions, partially offset by excess tax benefits on the settlement of employee share-based compensation, tax benefits related to research and development activities, and tax benefits related to the revaluation of certain acquisition earnout liabilities.

As of September 30, 2025 and December 31, 2024, we had approximately $12,782,000 and $11,060,000, respectively, of unrecognized tax benefits. Of these amounts, approximately $1,646,000 and $1,449,000, respectively, related to accrued interest. In the future, if recognized, the remaining liability associated with uncertain tax positions could affect our effective tax rate. We do not believe there will be changes to our unrecognized tax benefits over the next 12 months that would have a material effect on our effective tax rate.

We are currently under audit in various jurisdictions for tax years 2017 through 2022. Although the timing of the resolutions and/or closures of audits is highly uncertain, it is reasonably possible that the examination phase of these audits may be concluded within the next 12 months, which could increase or decrease the balance of our gross unrecognized tax benefits. 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.

7. Share Repurchase Program

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 September 30, 2025, approximately $148,883,000 remained available for repurchases under our share repurchase plan. 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. The number of shares purchased and the timing of the purchases will be based on market conditions, working capital requirements, general business conditions and other factors. We intend to retire the repurchased shares.

During the three months ended September 30, 2025, we repurchased 600,727 shares of our common stock on the open market at a total cost of approximately $75,000,000 (an average price of $124.85 per share). During the three months ended September 30, 2024, we repurchased 835,188 shares of our common stock on the open market at a total cost of approximately $165,020,000 (an average price of $197.58 per share).

During the nine months ended September 30, 2025, we repurchased 1,200,727 shares of our common stock, of which 600,000 shares were purchased in a private transaction from ValueAct Capital, an

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INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)(unaudited)

affiliate at the time of the repurchase, at a total cost of approximately $76,118,000 (an average price of $126.86 per share, representing a negotiated 3.95% discount from the closing price of our common stock the day prior to the transaction) and the remainder was repurchased on the open market at a total a total cost of approximately $75,000,000 (an average price of $124.85 per share). During the nine months ended September 30, 2024, we repurchased 1,022,545 shares of our common stock on the open market at a total cost of approximately $200,020,000 (an average price of $195.61 per share). All shares repurchased during the nine months ended September 30, 2025 and 2024 were retired.

8. Commitments and Contingencies

Contractual

In the ordinary course of business, we issue performance bonds to secure our performance under certain contracts or state tax requirements. As of September 30, 2025, we had approximately $37,044,000 of performance bonds outstanding. These bonds are issued on our behalf by a surety company on an unsecured basis; however, if the surety company is ever required to pay out under the bonds, we have contractually agreed to reimburse the surety company.

Management believes that payments, if any, related to these performance bonds are not probable at September 30, 2025. Accordingly, we have not accrued any liabilities related to such performance bonds in our consolidated financial statements.

The Company has a minimum required purchase commitment of approximately $100,467,000 pursuant to an agreement primarily related to cloud services. The total purchase commitment is required to be met or exceeded during a 5-year period, starting October 1, 2023 through September 30, 2028. At September 30, 2025, we had a remaining purchase commitment of $62,574,000. 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.

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. 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 September 30, 2025 we had a remaining purchase commitment of $13,071,000.

The Company has recorded a contingent liability of approximately $27,990,000 payable to a partner to settle various contractual commitments to resell a minimum amount of cloud services to clients.

Employment Contracts and Severance Plans

We have employment contracts with, and severance plans covering, certain officers and management teammates under which severance payments would become payable in the event of specified terminations without cause or terminations under certain circumstances after a change in control. In addition, vesting of outstanding nonvested RSUs would accelerate following a change in control. 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.

Indemnifications

From time to time, in the ordinary course of business, we enter into contractual arrangements under which we agree to indemnify either our clients or third-party service providers from certain losses incurred relating to services performed on our behalf or for losses arising from defined events, which may include litigation or claims relating to past performance. These arrangements include, but are not limited to, the indemnification of our clients for certain claims arising out of our performance under our sales contracts, the indemnification of our landlords for certain claims arising from our use of leased facilities and the indemnification

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INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)(unaudited)

of the lenders that provide our credit facilities for certain claims arising from their extension of credit to us. Such indemnification obligations may not be subject to maximum loss clauses.

Management believes that payments, if any, related to these indemnifications are not probable at September 30, 2025. Accordingly, we have not accrued any liabilities related to such indemnifications in our consolidated financial statements.

We have entered into separate indemnification agreements with certain of our executive officers and with each of our directors. These agreements require us, among other requirements, to indemnify such officers and directors against expenses (including attorneys’ fees), judgments and settlements incurred by such individual in connection with any action arising out of such individual’s status or service as our executive officer or director (subject to exceptions such as where the individual failed to act in good faith or in a manner the individual reasonably believed to be in, or not opposed to, the best interests of the Company) and to advance expenses incurred by such individual with respect to which such individual may be entitled to indemnification by us. There are no pending legal proceedings that involve the indemnification of any of the Company’s directors or officers.

Contingencies Related to Third-Party Review

From time to time, we are subject to potential claims and assessments from third parties. We are also subject to various governmental, client and partner audits. We continually assess whether or not such claims have merit and warrant accrual. Where appropriate, we accrue estimates of anticipated liabilities in our consolidated financial statements. Such estimates are subject to change and may affect our results of operations and our cash flows.

Legal Proceedings

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. 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. Although litigation is inherently unpredictable, we believe that we have adequate provisions for any probable and estimable losses. It is possible, nevertheless, that our consolidated financial position, results of operations or liquidity could be materially and adversely affected in any particular period by the work required pursuant to any legal proceedings or the resolution of any legal proceedings during such period. 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.

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INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)(unaudited)

9. Segment Information

We operate in three reportable geographic operating segments: North America; EMEA; and APAC. Our offerings in North America and certain countries in EMEA and APAC include IT hardware, software and services, including cloud solutions. Our offerings in the remainder of our EMEA and APAC segments consist largely of software and certain software-related services and cloud solutions.

In the following table, revenue is disaggregated by our reportable operating segments, which are primarily defined by their related geographies, as well as by major product offering, by major client group and by recognition on either a gross basis as a principal in the arrangement, or on a net basis as an agent, for the three and nine months ended September 30, 2025 and 2024 (in thousands):


	Three Months Ended September 30, 2025
	North America		EMEA		APAC		Consolidated
Major Offerings
Hardware	$	1,021,930	$	111,239	$	11,056	$	1,144,225
Software	286,115		126,509		20,923		433,547
Services	317,257		82,010		26,806		426,073
	$	1,625,302	$	319,758	$	58,785	$	2,003,845
Major Client Groups
Large Enterprise / Corporate	$	1,070,488	$	254,686	$	22,539	$	1,347,713
Commercial	380,775		5,966		20,456		407,197
Public Sector	174,039		59,106		15,790		248,935
	$	1,625,302	$	319,758	$	58,785	$	2,003,845
Revenue Recognition based on acting as Principal or Agent in the Transaction
Gross revenue recognition (Principal)	$	1,481,867	$	280,907	$	48,772	$	1,811,546
Net revenue recognition (Agent)	143,435		38,851		10,013		192,299
	$	1,625,302	$	319,758	$	58,785	$	2,003,845

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)(unaudited)


	Three Months Ended September 30, 2024
	North America		EMEA		APAC		Consolidated
Major Offerings
Hardware	$	1,002,000	$	125,013	$	10,505	$	1,137,518
Software	389,176		124,629		22,456		536,261
Services	325,407		62,964		25,736		414,107
	$	1,716,583	$	312,606	$	58,697	$	2,087,886
Major Client Groups
Large Enterprise / Corporate	$	1,138,827	$	252,445	$	25,102	$	1,416,374
Commercial	360,833		8,332		17,529		386,694
Public Sector	216,923		51,829		16,066		284,818
	$	1,716,583	$	312,606	$	58,697	$	2,087,886
Revenue Recognition based on acting as Principal or Agent in the Transaction
Gross revenue recognition (Principal)	$	1,575,767	$	287,389	$	49,125	$	1,912,281
Net revenue recognition (Agent)	140,816		25,217		9,572		175,605
	$	1,716,583	$	312,606	$	58,697	$	2,087,886


	Nine Months Ended September 30, 2025
	North America		EMEA		APAC		Consolidated
Major Offerings
Hardware	$	3,102,128	$	348,553	$	26,091	$	3,476,772
Software	983,556		416,685		73,849		1,474,090
Services	924,565		245,962		77,494		1,248,021
	$	5,010,249	$	1,011,200	$	177,434	$	6,198,883
Major Client Groups
Large Enterprise / Corporate	$	3,362,916	$	762,019	$	64,260	$	4,189,195
Commercial	1,164,922		23,563		58,351		1,246,836
Public Sector	482,411		225,618		54,823		762,852
	$	5,010,249	$	1,011,200	$	177,434	$	6,198,883
Revenue Recognition based on acting as Principal or Agent in the Transaction
Gross revenue recognition (Principal)	$	4,602,892	$	891,920	$	150,814	$	5,645,626
Net revenue recognition (Agent)	407,357		119,280		26,620		553,257
	$	5,010,249	$	1,011,200	$	177,434	$	6,198,883

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)(unaudited)


	Nine Months Ended September 30, 2024
	North America		EMEA		APAC		Consolidated
Major Offerings
Hardware	$	3,030,589	$	386,401	$	27,896	$	3,444,886
Software	1,349,625		495,063		74,595		1,919,283
Services	973,548		212,856		78,460		1,264,864
	$	5,353,762	$	1,094,320	$	180,951	$	6,629,033
Major Client Groups
Large Enterprise / Corporate	$	3,695,537	$	832,515	$	71,137	$	4,599,189
Commercial	1,078,062		25,033		49,939		1,153,034
Public Sector	580,163		236,772		59,875		876,810
	$	5,353,762	$	1,094,320	$	180,951	$	6,629,033
Revenue Recognition based on acting as Principal or Agent in the Transaction
Gross revenue recognition (Principal)	$	4,924,449	$	997,597	$	149,950	$	6,071,996
Net revenue recognition (Agent)	429,313		96,723		31,001		557,037
	$	5,353,762	$	1,094,320	$	180,951	$	6,629,033

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 Decision Maker (“CODM”) in deciding how to allocate resources. Our CODM is our Chief Executive Officer, Joyce Mullen.

All significant intercompany transactions are eliminated upon consolidation, and there are no differences between the accounting policies used to measure profit and loss for our segments or on a consolidated basis. Net sales are defined as net sales to external clients. None of our clients exceeded ten percent of consolidated net sales for the three and nine months ended September 30, 2025 or 2024.

A portion of our operating segments’ selling and administrative expenses arise from shared services and infrastructure that we have historically provided to them in order to realize economies of scale and to use resources efficiently. These expenses, collectively identified as corporate charges, include senior management expenses, internal audit, legal, tax, insurance services, treasury and other corporate infrastructure expenses. 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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)(unaudited)

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


	Three Months Ended September 30, 2025
	North America		EMEA		APAC		Consolidated
Net sales:
Hardware	$	1,021,930	$	111,239	$	11,056	$	1,144,225
Software	286,115		126,509		20,923		433,547
Services	317,257		82,010		26,806		426,073
Total net sales	1,625,302		319,758		58,785		2,003,845
Costs of goods sold:
Hardware	890,645		96,126		9,589		996,360
Software	269,399		120,122		19,440		408,961
Services	122,995		29,276		12,058		164,329
Total costs of goods sold	1,283,039		245,524		41,087		1,569,650
Gross profit	342,263		74,234		17,698		434,195
Operating expenses:
Significant selling and administrative expenses	225,551		62,081		11,259		298,891
Stock-based compensation	6,847		1,627		382		8,856
Adjusted earnings from operations	$	109,865	$	10,526	$	6,057	$	126,448


	Three Months Ended September 30, 2024
	North America		EMEA		APAC		Consolidated
Net sales:
Hardware	$	1,002,000	$	125,013	$	10,505	$	1,137,518
Software	389,176		124,629		22,456		536,261
Services	325,407		62,964		25,736		414,107
Total net sales	1,716,583		312,606		58,697		2,087,886
Costs of goods sold:
Hardware	870,947		102,741		8,801		982,489
Software	366,065		116,832		20,885		503,782
Services	131,514		26,652		11,364		169,530
Total costs of goods sold	1,368,526		246,225		41,050		1,655,801
Gross profit	348,057		66,381		17,647		432,085
Operating expenses:
Significant selling and administrative expenses	234,368		56,474		11,810		302,652
Stock-based compensation	7,139		1,827		350		9,316
Adjusted earnings from operations	$	106,550	$	8,080	$	5,487	$	120,117

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)(unaudited)


	Nine Months Ended September 30, 2025
	North America		EMEA		APAC		Consolidated
Net sales:
Hardware	$	3,102,128	$	348,553	$	26,091	$	3,476,772
Software	983,556		416,685		73,849		1,474,090
Services	924,565		245,962		77,494		1,248,021
Total net sales	5,010,249		1,011,200		177,434		6,198,883
Costs of goods sold:
Hardware	2,704,305		300,985		22,638		3,027,928
Software	927,915		394,190		67,891		1,389,996
Services	374,622		87,430		35,908		497,960
Total costs of goods sold	4,006,842		782,605		126,437		4,915,884
Gross profit	1,003,407		228,595		50,997		1,282,999
Operating expenses:
Significant selling and administrative expenses	682,878		182,852		32,741		898,471
Stock-based compensation	20,788		4,849		1,128		26,765
Adjusted earnings from operations	$	299,741	$	40,894	$	17,128	$	357,763


	Nine Months Ended September 30, 2024
	North America		EMEA		APAC		Consolidated
Net sales:
Hardware	$	3,030,589	$	386,401	$	27,896	$	3,444,886
Software	1,349,625		495,063		74,595		1,919,283
Services	973,548		212,856		78,460		1,264,864
Total net sales	5,353,762		1,094,320		180,951		6,629,033
Costs of goods sold:
Hardware	2,640,797		325,807		23,942		2,990,546
Software	1,268,474		466,100		69,005		1,803,579
Services	392,484		81,857		34,189		508,530
Total costs of goods sold	4,301,755		873,764		127,136		5,302,655
Gross profit	1,052,007		220,556		53,815		1,326,378
Operating expenses:
Significant selling and administrative expenses	719,041		174,257		33,905		927,203
Stock-based compensation	20,203		4,989		1,024		26,216
Adjusted earnings from operations	$	312,763	$	41,310	$	18,886	$	372,959

Our CODM uses Adjusted earnings from operations when assessing the performance of and deciding how to allocate resources to the operating segments. For example, Adjusted earnings from operations is a basis for executive variable compensation. 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 certain other expenses. These other expenses include transformation costs, costs

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INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)(unaudited)

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


	September 30, 2025		December 31, 2024
North America	$	6,877,203	$	6,704,511
EMEA	2,556,518		1,484,341
APAC	215,101		190,678
Corporate assets and intercompany eliminations, net	(746,775)		(930,952)
Total assets	$	8,902,047	$	7,448,578

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Depreciation and amortization of property and equipment:
North America	$	6,346	$	6,160	$	18,722	$	18,403
EMEA	1,136		917		3,056		2,574
APAC	100		127		299		396
	7,582		7,204		22,077		21,373
Amortization of intangible assets:
North America	16,806		16,823		50,427		45,557
EMEA	1,872		1,805		5,467		5,135
APAC	—		74		—		292
	18,678		18,702		55,894		50,984
Total	$	26,260	$	25,906	$	77,971	$	72,357

10. Acquisition

Infocenter

Effective May 1, 2024, we acquired 100 percent of the issued and outstanding shares of Infocenter.io ("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. The total purchase price of $289,200,000 also includes the estimated fair value of earn out payments of approximately $24,200,000, which provide an incentive opportunity for the sellers of up to $106,250,000, based on Infocenter achieving certain EBITDA performance through April 2026. Infocenter is a pure-play ServiceNow Elite Partner dedicated to automating business processes on the Now Platform®. 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.

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INSIGHT ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)(unaudited)

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. 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.

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 loss of $3,800,000 and a loss of $15,701,000 within selling and administrative expenses due to the changes in the estimated fair value of the earnout payments for the three and nine months ended September 30, 2025, respectively. On July 1, 2025, we paid approximately $39,602,000 for Infocenter’s first earnout period.

11. Subsequent Event

Acquisitions

Effective October 1, 2025, we acquired 100 percent of the issued and outstanding equity of Inspire11 LLC (“Inspire11”) for a preliminary upfront cash purchase price of approximately $212,000,000, net of cash and cash equivalents acquired. The total purchase price also includes earn out payments, which provide an incentive opportunity for the sellers to earn up to an additional $66,000,000, contingent upon Inspire11 achieving certain EBITDA performance targets through 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.

On October 16, 2025, we signed an agreement to acquire 100 percent of the issued and outstanding shares of Sekuro Limited (“Sekuro”). Approximately AUD130,000,000 is due at closing and up to an additional AUD122,500,000 is payable in earnouts, contingent upon Sekuro achieving certain EBITDA and net revenue performance targets through October 2027. The AUD122,500,000 includes up to AUD42,500,000 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. Closing is expected to occur in early November of this year.

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INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with the consolidated financial statements and the related notes that appear elsewhere in this Quarterly Report on Form 10-Q. We refer to our customers as “clients,” our suppliers as “partners” and our employees as “teammates.”

Quarterly Overview

Today, every business is a technology business. We help our clients accelerate their digital journey to modernize their businesses and maximize the value of technology. We serve these clients in North America; Europe, the Middle East and Africa (“EMEA”); 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 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. Our offerings in North America and certain countries in EMEA and APAC include hardware, software and services, including cloud solutions. Our offerings in the remainder of our EMEA and APAC segments consist largely of software and certain software-related services and cloud solutions.

On a consolidated basis, for the three months ended September 30, 2025:

•Net sales of $2.0 billion decreased 4% compared to the three months ended September 30, 2024. The decrease was primarily due to a decrease in software net sales, partially offset by increases in services and hardware net sales. Excluding the effects of fluctuating foreign currency exchange rates, net sales decreased 5% compared to the third quarter of 2024.

•Gross profit of $434.2 million was flat compared to the three months ended September 30, 2024, reflecting the impact of partner program changes. Excluding the effects of fluctuating foreign currency exchange rates, gross profit was also flat compared to the third quarter of 2024.

•Compared to the three months ended September 30, 2024, gross margin expanded approximately 100 basis points to 21.7% of net sales in the three months ended September 30, 2025. This expansion reflects higher margin contributed by services net sales compared to the same period in the prior year.

•Earnings from operations was flat, year over year, at $93.1 million in the third quarter of 2025 compared to $92.9 million in the third quarter of 2024. The net change reflects increases in selling and administrative expenses and acquisition and integration related expenses, partially offset by decreases in severance and restructuring expenses. Excluding the effects of fluctuating foreign currency exchange rates, earnings from operations was also flat year over year.

•Net earnings and diluted earnings per share were $50.9 million and $1.62, respectively, for the third quarter of 2025. This compares to net earnings of $58.2 million and diluted earnings per share of $1.52 for the third quarter of 2024. The decrease in net earnings was primarily due to an increase in interest expense. Diluted earnings per share increased 7% year over year, primarily as a result of the decrease in dilutive shares outstanding. Excluding the effects of fluctuating foreign currency exchange rates, diluted earnings per share also increased 7% year over year.

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INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

In discussing financial results for the three and nine months ended September 30, 2025 and 2024, the Company refers to certain financial measures that are adjusted from the financial results prepared in accordance with United States generally accepted accounting principles (“GAAP”). When referring to non-GAAP measures, the Company refers to them as “Adjusted.” See the "Use of Non-GAAP Financial Measures" section below for additional information and a reconciliation of such non-GAAP measures to the most directly comparable GAAP financial measures.

Throughout the “Quarterly Overview” and “Results of Operations” sections of this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” we refer to changes in net sales, gross profit, selling and administrative expenses, diluted earnings per share and earnings from operations on a consolidated basis and in EMEA and APAC, as applicable, excluding the effects of fluctuating foreign currency exchange rates, which are financial measures that are adjusted from our financial results prepared in accordance with GAAP. In addition, we refer to changes in Adjusted earnings from operations in EMEA and APAC excluding the effects of fluctuating foreign currency exchange rates. These are also considered to be non-GAAP measures. We believe providing this information excluding the effects of fluctuating foreign currency exchange rates provides valuable supplemental information to investors regarding our underlying business and results of operations, consistent with how we, including our management, evaluate our performance. In computing the changes in amounts and percentages, we compare the current period amount as translated into U.S. dollars under the applicable accounting standards to the prior period amount in local currency translated into U.S. dollars utilizing the weighted average translation rate for the current period. The performance measures excluding the effects of fluctuating foreign currency exchange rates should not be considered a substitute for, or superior to, the measures of financial performance prepared in accordance with GAAP.

Details about segment results of operations can be found in Note 9 to the Consolidated Financial Statements in Part I, Item 1 of this report.

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

Supply Chain, Demand and Inflation Update

We believe inflation contributed to sustained high interest rates on all of our variable rate borrowing facilities in the first nine months of 2025 consistent with the prior year period. While these interest rates are expected to decrease, we continue to anticipate higher than historical rates throughout the remainder of 2025. We are actively monitoring changes to the global macroeconomic environment, including those impacting our supply chain, demand for our products whether due to tariffs or otherwise and interest rates, and assessing the potential impacts these challenges may have on our current results, financial condition and liquidity. We are also mindful of the potential impact these conditions could have on our clients, partners and prospects in the remainder of 2025 and beyond.

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INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

Critical Accounting Estimates

Our consolidated financial statements have been prepared in accordance with GAAP. For a summary of significant accounting policies, see Note 1 to the Consolidated Financial Statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2024. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, net sales and expenses. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results, however, may differ from estimates we have made. Members of our senior management have discussed the critical accounting estimates and related disclosures with the Audit Committee of our Board of Directors.

There have been no changes to the items disclosed as critical accounting estimates in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024.

Results of Operations

The following table sets forth certain financial data as a percentage of net sales for the three and nine months ended September 30, 2025 and 2024:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Net sales	100.0	%	100.0	%	100.0	%	100.0	%
Costs of goods sold	78.3		79.3		79.3		80.0
Gross profit	21.7		20.7		20.7		20.0
Selling and administrative expenses	16.7		15.9		16.5		14.9
Severance and restructuring expenses, net and acquisition and integration related expenses	0.4		0.4		0.3		0.2
Earnings from operations	4.6		4.4		3.9		4.9
Non-operating expense, net	1.1		0.8		1.4		0.7
Earnings before income taxes	3.5		3.6		2.5		4.2
Income tax expense	1.0		0.8		0.8		1.0
Net earnings	2.5	%	2.8	%	1.7	%	3.2	%

We generally experience some seasonal trends in our net sales. Software and certain cloud net sales are typically seasonally higher in our second and fourth quarters. Business clients, particularly larger enterprise businesses in the United States, tend to spend more, particularly on product, in our fourth quarter. Sales to the federal government in the United States are often stronger in our third quarter, while sales in the state and local government and education markets are also often stronger in our second quarter. Sales to public sector clients in the United Kingdom are often stronger in our first quarter. These trends create overall variability in our consolidated results.

Our gross profit across the business and related to product versus services sales are, and will continue to be, impacted by partner incentives, which can and do change significantly in the amounts made available and the related product or services sales being incentivized by the partner. Incentives from our largest partners are significant and changes in the incentive requirements, which occur regularly, could impact our results of operations to the extent we are unable to effectively shift our focus and efficiently respond to them. For a discussion of risks associated with our reliance on partners, see “Risk Factors – Risks related to Our Business, Operations and Industry – We rely on our partners for product availability, competitive products to sell and marketing funds and purchasing incentives, which can and do change significantly in the amounts made

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INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

available and the requirements year over year,” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024.

Net Sales. Net sales of $2.0 billion for the three months ended September 30, 2025 decreased 4%, year to year, compared to the three months ended September 30, 2024, primarily reflecting a decrease in our North America operating segment. Net sales of $6.2 billion for the nine months ended September 30, 2025 decreased 6%, year to year, compared to the nine months ended September 30, 2024, reflecting decreases in each of our operating segments.

Our net sales by operating segment were as follows for the three and nine months ended September 30, 2025 and 2024 (dollars in thousands):


	Three Months Ended September 30,				% Change		Nine Months Ended September 30,				% Change
	2025		2024				2025		2024
North America	$	1,625,302	$	1,716,583	(5)	%	$	5,010,249	$	5,353,762	(6)	%
EMEA	319,758		312,606		2	%	1,011,200		1,094,320		(8)	%
APAC	58,785		58,697		—	%	177,434		180,951		(2)	%
Consolidated	$	2,003,845	$	2,087,886	(4)	%	$	6,198,883	$	6,629,033	(6)	%

Our net sales by offering category for North America for the three and nine months ended September 30, 2025 and 2024 were as follows (dollars in thousands):


	Three Months Ended September 30,				% Change		Nine Months Ended September 30,				% Change
Sales Mix	2025		2024				2025		2024
Hardware	$	1,021,930	$	1,002,000	2	%	$	3,102,128	$	3,030,589	2	%
Software	286,115		389,176		(26)	%	983,556		1,349,625		(27)	%
Services	317,257		325,407		(3)	%	924,565		973,548		(5)	%
	$	1,625,302	$	1,716,583	(5)	%	$	5,010,249	$	5,353,762	(6)	%

Net sales in North America decreased 5%, or $91.3 million, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, driven by decreases in software and services net sales, partially offset by an increase in hardware net sales. Software and services net sales decreased 26% and 3%, year to year, respectively. These decreases were partially offset by an increase in hardware net sales of 2%, year over year. The net changes for the three months ended September 30, 2025 were the result of the following:

•The decrease in software net sales was primarily due to changes in certain vendor relationships (shifting us from a principal to an agent role), as well as the continued migration of on-premise software to cloud solutions, in each case, reported net in services net sales.

•The decrease in services net sales was primarily due to a decrease in certain fees from cloud solution offerings associated with partner program changes. A decline in sales of Insight Delivered services also contributed to the year to year decrease in services net sales.

•The increase in hardware net sales was primarily due to higher volume of sales to commercial clients due to higher demand. This reflects an increase in both devices and infrastructure net sales.

Net sales in North America decreased 6%, or $343.5 million, for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, driven by decreases in software and services net sales. Software and services net sales decreased by 27% and 5%, respectively, year to year.

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INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

These decreases were partially offset by an increase in hardware net sales of 2%, year over year. The net changes for the nine months ended September 30, 2025 were the result of the following:

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

•The decrease in services net sales was primarily due to a decrease in certain fees from cloud solution offerings as a result of partner program changes and a decline in sales of Insight Delivered services from our organic business. The decrease in sales of Insight Delivered services from our organic business was partially offset by an increase in net sales from Infocenter. Our North America organic business excludes Infocenter, which we acquired on May 1, 2024.

•The increase in hardware net sales was primarily due to higher volume of sales to commercial clients due to higher demand. This was driven by an increase in device net sales.

Our net sales by offering category for EMEA for the three and nine months ended September 30, 2025 and 2024 were as follows (dollars in thousands):


	Three Months Ended September 30,				% Change		Nine Months Ended September 30,				% Change
Sales Mix	2025		2024				2025		2024
Hardware	$	111,239	$	125,013	(11)	%	$	348,553	$	386,401	(10)	%
Software	126,509		124,629		2	%	416,685		495,063		(16)	%
Services	82,010		62,964		30	%	245,962		212,856		16	%
	$	319,758	$	312,606	2	%	$	1,011,200	$	1,094,320	(8)	%

Net sales in EMEA increased 2%, or $7.2 million, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. Excluding the effects of fluctuating foreign currency exchange rates, net sales in EMEA decreased 3%, year to year. Net sales of services and software increased by 30% and 2%, respectively, year over year, partially offset by a decrease in hardware net sales of 11%, year to year. The net changes for the three months ended September 30, 2025 were the result of the following:

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

•The increase in software net sales was primarily due to higher volume of sales to corporate clients, partially offset by lower volume of sales to large enterprise and public sector clients combined with the continued migration of on-premise software to cloud solutions, reported net in services net sales.

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

Net sales in EMEA decreased 8%, or $83.1 million, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. Excluding the effects of fluctuating foreign currency exchange rates, net sales in EMEA decreased 10%, year to year. Net sales of software and hardware decreased by 16% and 10%, respectively, year to year, partially offset by an increase in services net sales of

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INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

16%, year over year. The net changes for the nine months ended September 30, 2025 were the result of the following:

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

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

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

Our net sales by offering category for APAC for the three and nine months ended September 30, 2025 and 2024 were as follows (dollars in thousands):


	Three Months Ended September 30,				% Change		Nine Months Ended September 30,				% Change
Sales Mix	2025		2024				2025		2024
Hardware	$	11,056	$	10,505	5	%	$	26,091	$	27,896	(6)	%
Software	20,923		22,456		(7)	%	73,849		74,595		(1)	%
Services	26,806		25,736		4	%	77,494		78,460		(1)	%
	$	58,785	$	58,697	—	%	$	177,434	$	180,951	(2)	%

Net sales in APAC was relatively flat, increasing $0.1 million, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. Excluding the effects of fluctuating foreign currency exchange rates, net sales in APAC increased 2%, year over year. Net sales of hardware and services increased by 5% and 4%, respectively, year over year. These increases were partially offset by a decrease in software net sales of 7%, year to year. The net changes for the three months ended September 30, 2025 were the result of the following:

•The increase in services net sales was primarily due to an increase in fees from cloud solution offerings and higher volume of Insight Delivered services.

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

•The decrease in software net sales was due to lower volume of sales to enterprise clients.

Net sales in APAC decreased 2%, or $3.5 million, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. Excluding the effects of fluctuating foreign currency exchange rates, net sales in APAC was flat, year over year. Net sales of hardware decreased 6%, year to year, while net sales of services and software each declined 1%, year to year. The net decreases for the nine months ended September 30, 2025 were the result of the following:

•The decrease in hardware net sales was primarily the result of lower volume of sales to enterprise and public sector clients.

•The decrease in services net sales was primarily due to lower fees for cloud solution offerings partially offset by higher volume sales of Insight Delivered services.

•The decrease in software net sales was primarily due to the effects of foreign currency fluctuations.

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INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

The percentage of net sales by category for North America, EMEA and APAC were as follows for the three and nine months ended September 30, 2025 and 2024:


	North America				EMEA				APAC
	Three Months Ended September 30,				Three Months Ended September 30,				Three Months Ended September 30,
Sales Mix	2025		2024		2025		2024		2025		2024
Hardware	63	%	58	%	35	%	40	%	19	%	18	%
Software	18	%	23	%	39	%	40	%	35	%	38	%
Services	19	%	19	%	26	%	20	%	46	%	44	%
	100	%	100	%	100	%	100	%	100	%	100	%

	North America				EMEA				APAC
	Nine Months Ended September 30,				Nine Months Ended September 30,				Nine Months Ended September 30,
Sales Mix	2025		2024		2025		2024		2025		2024
Hardware	62	%	57	%	35	%	35	%	15	%	16	%
Software	20	%	25	%	41	%	45	%	41	%	41	%
Services	18	%	18	%	24	%	20	%	44	%	43	%
	100	%	100	%	100	%	100	%	100	%	100	%

Gross Profit. Gross profit was relatively flat, increasing $2.1 million, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, with gross margin expanding approximately 100 basis points to 21.7% for the three months ended September 30, 2025 compared to 20.7% for the three months ended September 30, 2024. Gross profit decreased 3%, or $43.4 million, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, with gross margin expanding approximately 70 basis points to 20.7% for the nine months ended September 30, 2025 compared to 20.0% for the nine months ended September 30, 2024.

Our gross profit and gross profit as a percentage of net sales by operating segment were as follows for the three and nine months ended September 30, 2025 and 2024 (dollars in thousands):


	Three Months Ended September 30,								Nine Months Ended September 30,
	2025		% of Net Sales		2024		% of Net Sales		2025		% of Net Sales		2024		% of Net Sales
North America	$	342,263	21.1	%	$	348,057	20.3	%	$	1,003,407	20.0	%	$	1,052,007	19.6	%
EMEA	74,234		23.2	%	66,381		21.2	%	228,595		22.6	%	220,556		20.2	%
APAC	17,698		30.1	%	17,647		30.1	%	50,997		28.7	%	53,815		29.7	%
Consolidated	$	434,195	21.7	%	$	432,085	20.7	%	$	1,282,999	20.7	%	$	1,326,378	20.0	%

North America's gross profit for the three months ended September 30, 2025 decreased 2%, or $5.8 million, compared to the three months ended September 30, 2024. As a percentage of net sales, gross margin expanded approximately 80 basis points to 21.1%, year over year. The year over year net expansion in gross margin was primarily attributable to the following:

•An expansion in services margin of 66 basis points combined with expansion in product margin of 13 basis points.

•The increase in services margin primarily reflects an increase in margin contribution from fees for cloud solution offerings combined with an increase in margin contribution from product

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AND RESULTS OF OPERATIONS (continued)

warranty, partially offset by a decrease in margin contribution from Insight Core services and software maintenance.

•The expansion in product margin reflects an increase in margin contribution from hardware net sales due to changes in product mix towards higher margin products, partially offset by a decrease in margin from software net sales.

North America's gross profit for the nine months ended September 30, 2025 decreased 5%, or $48.6 million, compared to the nine months ended September 30, 2024. As a percentage of net sales, gross margin expanded approximately 40 basis points to 20.0% for the nine months ended September 30, 2025. The year over year net expansion in gross margin was primarily attributable to the following:

•A net increase in product margin of 25 basis points combined with an expansion in services margin of 12 basis points compared to the same period in the prior year.

•The net increase in services margin primarily reflects an increase in margin contribution from fees for cloud solution offerings, partially offset by a decrease in margin contribution from Insight Core services and software maintenance.

EMEA's gross profit for the three months ended September 30, 2025 increased 12%, or $7.9 million, year over year (increasing 7% when excluding the effects of fluctuating foreign currency exchange rates), compared to the three months ended September 30, 2024. As a percentage of net sales, gross margin expanded 200 basis points, year over year. The year over year net expansion in gross margin was attributable to the following:

•An increase in services margin of 488 basis points partially offset by a contraction in product margin of 290 basis points.

•The increase in services margin is primarily the result of increased margin contribution from an increase in agency net sales combined with an increase in margin contribution from Insight Core services, partially offset by a decline in margin contribution from fees for cloud solution offerings.

•The contraction in product margin is due to declines in product margin on both hardware and software net sales.

EMEA's gross profit for the nine months ended September 30, 2025 increased 4%, or $8.0 million, year over year (increasing 1% when excluding the effects of fluctuating foreign currency exchange rates), compared to the nine months ended September 30, 2024. As a percentage of net sales, gross margin expanded approximately 240 basis points, year over year. The year over year net expansion in gross margin was attributable to the following:

•An increase in services margin of 371 basis points partially offset by a contraction in product margin of 126 basis points.

•The contraction in product margin is due to declines in product margin on both hardware and software net sales.

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AND RESULTS OF OPERATIONS (continued)

APAC's gross profit for the three months ended September 30, 2025 was relatively flat, increasing $0.1 million, year over year (increasing 2% when excluding the effects of fluctuating foreign currency exchange rates), compared to the three months ended September 30, 2024. As a percentage of net sales, gross margin was also flat year over year. The year over year net changes in gross margin was attributable to a net expansion in services margin of 60 basis points partially offset by a contraction in product margin of 56 basis points.

APAC's gross profit for the nine months ended September 30, 2025 decreased 5%, or $2.8 million, year to year (decreasing 3% when excluding the effects of fluctuating foreign currency exchange rates), compared to the nine months ended September 30, 2024. As a percentage of net sales, gross margin contracted approximately 100 basis points, year to year. The year to year net contraction in gross margin was attributable to a net contraction in services margin of 103 basis points. The contraction in services margin was driven by the decrease in margin contribution from fees from cloud solution offerings in the current year period.

Operating Expenses.

Selling and Administrative Expenses. Selling and administrative expenses for the three months ended September 30, 2025 increased 1%, or $2.9 million, compared to the three months ended September 30, 2024 (flat when excluding the effects of fluctuating foreign currency exchange rates). Selling and administrative expenses increased $39.7 million, or 4% (also increasing 4% when excluding the effects of fluctuating foreign currency exchange rates), for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

Selling and administrative expenses increased approximately 80 basis points as a percentage of net sales in the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The overall net increase in selling and administrative expenses primarily reflects an increase in other expenses of approximately $7.0 million. The net increase in other expenses primarily reflects a net loss on revaluation of earnout liabilities in the current year period of approximately $3.8 million compared to a net gain on revaluation of earnout liabilities of $6.4 million in the prior year period. We also incurred transformation costs in the current and prior year periods of $2.9 million and $5.1 million, respectively, however, these costs are unique in nature and are not expected to recur in the longer term. The increase in other expenses was partially offset by a decrease in legal and professional fees of approximately $1.8 million. The decrease in legal and professional fees primarily reflects reductions in activity and consulting projects, year over year.

Selling and administrative expenses increased approximately 160 basis points as a percentage of net sales in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The overall net increase in selling and administrative expenses primarily reflects increases in other expenses and depreciation and amortization expenses of approximately $75.1 million and $6.3 million, respectively. The net increase in other expenses primarily reflects a net gain on revaluation of earnout liabilities in the prior year period of approximately $30.6 million compared to a net loss on revaluation of earnout liabilities of approximately $19.2 million in the current year period. We incurred an impairment loss of approximately $12.6 million on a real estate asset that was reclassified to held for sale in April 2025 with no comparable activity in the prior year period. We also incurred transformation costs in the current and prior year periods of $11.2 million and $13.0 million, respectively, however, these costs are unique in nature and are not expected to recur in the longer term. There was a net increase in fees for service agreements of approximately $6.9 million compared to the prior year period. For the nine months ended September 30, 2024, we recovered approximately $3.4 million in costs we previously incurred related to a third-party data center service outage that occurred in July 2023 with no significant comparable activity in the current year period. The increase in depreciation and amortization expenses reflects higher amortization of intangible assets associated with the Infocenter acquisition. The increases in other expenses and depreciation and amortization expenses were partially offset by decreases in personnel costs, including teammate benefits, legal and professional fees and facility expenses of approximately $31.1 million, $5.0 million and $3.2 million, year over year, respectively. The decrease in personnel costs primarily reflects reductions in teammate headcount, year over year, as well as a reduction in variable compensation related to performance. The decrease in legal and professional fees primarily reflects reductions in activity and consulting projects, year over year.

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Severance and Restructuring Expenses, net. During the three months ended September 30, 2025, we recorded severance and restructuring expenses, net of adjustments, of approximately $5.4 million. Comparatively, during the three months ended September 30, 2024, we recorded severance and restructuring expenses, net of adjustments, of approximately $8.5 million. The severance charges in both periods primarily related to a realignment of certain roles and responsibilities and reductions in workforce. In the prior year period, we also incurred restructuring expenses associated with strategic office consolidation.

During the nine months ended September 30, 2025, we recorded severance and restructuring expense, net of adjustments, of approximately $15.8 million. Comparatively, during the nine months ended September 30, 2024, we recorded severance and restructuring expense, net of adjustments, of approximately $15.6 million. The severance charges in both periods primarily related to a realignment of certain roles and responsibilities and reductions in workforce. In the prior year period, we also incurred restructuring expenses associated with strategic office consolidation.

Acquisition and Integration Related Expenses. During the three months ended September 30, 2025, we recorded acquisition and integration related expenses of approximately $2.8 million primarily related to certain acquisitions that closed or are expected to close in the fourth quarter of 2025. During the three months ended September 30, 2024, we recorded acquisition and integration related expenses of approximately $0.7 million.

During the nine months ended September 30, 2025, we recorded acquisition and integration related expenses of approximately $3.1 million primarily related to certain acquisitions that closed or are expected to close in the fourth quarter of 2025. During the nine months ended September 30, 2024, we recorded acquisition and integration related expenses of approximately $2.2 million. The expenses primarily related to the acquisitions of SADA in December 2023 and Infocenter in May 2024. As the Company executes its acquisition strategy, we expect to incur additional acquisition and integration related expenses.

Earnings from Operations. Earnings from operations was flat, increasing $0.2 million, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. Earnings from operations decreased 26%, or $84.2 million, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. Earnings from operations and earnings from operations as a percentage of net sales by operating segment were as follows for the three and nine months ended September 30, 2025 and 2024 (dollars in thousands):


	Three Months Ended September 30,								Nine Months Ended September 30,
	2025		% of Net Sales		2024		% of Net Sales		2025		% of Net Sales		2024		% of Net Sales
North America	$	83,631	5.1	%	$	80,836	4.7	%	$	203,143	4.1	%	$	266,672	5.0	%
EMEA	4,487		1.4	%	6,665		2.1	%	20,654		2.0	%	38,862		3.6	%
APAC	4,949		8.4	%	5,350		9.1	%	15,905		9.0	%	18,376		10.2	%
Consolidated	$	93,067	4.6	%	$	92,851	4.4	%	$	239,702	3.9	%	$	323,910	4.9	%

North America's earnings from operations for the three months ended September 30, 2025 increased 3%, or $2.8 million, compared to the three months ended September 30, 2024. As a percentage of net sales, earnings from operations increased by approximately 40 basis points to 5.1%. The increase in earnings from operations was primarily driven by a decrease selling and administrative expenses and severance and restructuring expenses partially offset by a decrease in gross profit and an increase in acquisition and integration related expenses when compared to the three months ended September 30, 2024.

North America's earnings from operations for the nine months ended September 30, 2025 decreased 24%, or $63.5 million, compared to the nine months ended September 30, 2024. As a percentage of net sales, earnings from operations decreased by approximately 90 basis points to 4.1%. The decrease in earnings from operations was primarily driven by a decrease in gross profit combined with an increase in selling and administrative expenses when compared to the nine months ended September 30, 2024.

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AND RESULTS OF OPERATIONS (continued)

EMEA's earnings from operations for the three months ended September 30, 2025 decreased 33%, or $2.2 million (also decreasing 33% when excluding the effects of fluctuating foreign currency exchange rates), compared to the three months ended September 30, 2024. As a percentage of net sales, earnings from operations decreased by approximately 70 basis points to 1.4%. The decrease in earnings from operations was primarily driven by an increase in selling and administrative expenses, partially offset by an increase in gross profit when compared to the three months ended September 30, 2024.

EMEA's earnings from operations for the nine months ended September 30, 2025 decreased 47%, or $18.2 million (decreasing 48% when excluding the effects of fluctuating foreign currency exchange rates), compared to the nine months ended September 30, 2024. As a percentage of net sales, earnings from operations decreased by approximately 160 basis points to 2.0%. The decrease in earnings from operations was primarily driven by increases in selling and administrative expenses and severance and restructuring expenses, net, partially offset by an increase in gross profit when compared to the nine months ended September 30, 2024.

APAC's earnings from operations for the three months ended September 30, 2025 decreased 7%, or $0.4 million (also decreasing 7% when excluding the effects of fluctuating foreign currency exchange rates), compared to the three months ended September 30, 2024. As a percentage of net sales, earnings from operations decreased by approximately 70 basis points to 8.4%. The decrease in earnings from operations was driven by an increase in acquisition and integration related expenses when compared to the three months ended September 30, 2024.

APAC's earnings from operations for the nine months ended September 30, 2025 decreased 13%, or $2.5 million (decreasing 12% when excluding the effects of fluctuating foreign currency exchange rates), compared to the nine months ended September 30, 2024. As a percentage of net sales, earnings from operations decreased by approximately 120 basis points to 9.0%. The decrease in earnings from operations was driven by a decrease in gross profit and an increase in acquisition and integration related expenses when compared to the nine months ended September 30, 2024.

Adjusted Earnings from Operations. Adjusted earnings from operations increased 5%, or $6.3 million, year over year, in the three months ended September 30, 2025 compared to the three months ended September 30, 2024. Adjusted earnings from operations decreased 4%, or $15.2 million, year to year, in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. Adjusted earnings from operations as a percentage of net sales by operating segment were as follows for the three and nine months ended September 30, 2025 and 2024 (dollars in thousands):


	Three Months Ended September 30,								Nine Months Ended September 30,
	2025		% of Net Sales		2024		% of Net Sales		2025		% of Net Sales		2024		% of Net Sales
North America	$	109,865	6.8	%	$	106,550	6.2	%	$	299,741	6.0	%	$	312,763	5.8	%
EMEA	10,526		3.3	%	8,080		2.6	%	40,894		4.0	%	41,310		3.8	%
APAC	6,057		10.3	%	5,487		9.3	%	17,128		9.7	%	18,886		10.4	%
Consolidated	$	126,448	6.3	%	$	120,117	5.8	%	$	357,763	5.8	%	$	372,959	5.6	%

North America’s Adjusted earnings from operations for the three months ended September 30, 2025 increased 3%, or $3.3 million, compared to the three months ended September 30, 2024. As a percentage of net sales, Adjusted earnings from operations increased by approximately 60 basis points to 6.8%. The increase in Adjusted earnings from operations was primarily driven by a decrease in selling and administrative expenses, partially offset by a decrease in gross profit.

North America’s Adjusted earnings from operations for the nine months ended September 30, 2025 decreased 4%, or $13.0 million, compared to the nine months ended September 30, 2024. As a percentage of net sales, Adjusted earnings from operations increased by approximately 20 basis points to 6.0%. The decrease

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AND RESULTS OF OPERATIONS (continued)

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

EMEA’s Adjusted earnings from operations for the three months ended September 30, 2025 increased 30%, or $2.4 million (increasing 29% excluding the effects of fluctuating foreign currency exchange rates), compared to the three months ended September 30, 2024. As a percentage of net sales, Adjusted earnings from operations increased by approximately 70 basis points to 3.3%. The increase in Adjusted earnings from operations was primarily driven by an increase in gross profit, partially offset by an increase in selling and administrative expenses.

EMEA’s Adjusted earnings from operations for the nine months ended September 30, 2025 decreased 1%, or $0.4 million (decreasing 3% excluding the effects of fluctuating foreign currency exchange rates), compared to the nine months ended September 30, 2024. As a percentage of net sales, Adjusted earnings from operations increased by approximately 20 basis points to 4.0%. The slight decrease in Adjusted earnings from operations was primarily driven by an increase in selling and administrative expenses, partially offset by an increase in gross profit.

APAC’s Adjusted earnings from operations for the three months ended September 30, 2025 increased 10%, or $0.6 million (increasing 12% excluding the effects of fluctuating foreign currency exchange rates), compared to the three months ended September 30, 2024. As a percentage of net sales, Adjusted earnings from operations increased by approximately 100 basis points to 10.3%. The increase in Adjusted earnings from operations was primarily driven by a decrease in selling and administrative expenses.

APAC’s Adjusted earnings from operations for the nine months ended September 30, 2025 decreased 9%, or $1.8 million (decreasing 7% excluding the effects of fluctuating foreign currency exchange rates), compared to the nine months ended September 30, 2024. As a percentage of net sales, Adjusted earnings from operations decreased by approximately 70 basis points to 9.7%. The decrease in Adjusted earnings from operations was primarily driven by a decrease in gross profit, partially offset by a decrease in selling and administrative expenses.

Non-Operating Expense (Income).

Interest Expense, Net. Interest expense, net primarily relates to borrowings under our financing facilities and imputed interest under our inventory financing facilities, the Convertible Notes and the Senior Notes, as applicable, partially offset by interest income generated from interest earned on cash and cash equivalent bank balances. Interest expense, net for the three months ended September 30, 2025 increased 40%, or $6.7 million, compared to the three months ended September 30, 2024. This was primarily due to the higher loan balances under our ABL facility and decreased interest income partially offset by lower interest rates. Interest expense, net for the nine months ended September 30, 2025 increased 41%, or $17.9 million, compared to the nine months ended September 30, 2024. The increase in the nine months ended September 30, 2025 was primarily due to a higher loan balance under our ABL facility, the issuance of the Senior Notes in May 2024, the maturity of the Convertible Notes in February 2025 and decreased interest income, partially offset by lower interest rates.

Imputed interest under our inventory financing facilities was $2.6 million and $7.4 million for the three and nine months ended September 30, 2025, compared to $2.5 million and $7.3 million for the three and nine months ended September 30, 2024. For a description of our various financing facilities, see Note 5 to our Consolidated Financial Statements in Part I, Item 1 of this report.

Other Income (Expense), Net. Other income (expense), net primarily reflects a net loss on the revaluation of warrant settlement liabilities of $25.1 million recorded in the nine months ended September 30, 2025 in connection with the cash settlement of a portion of the outstanding Warrants, with no comparable activity in the nine months ended September 30, 2024. For additional information regarding the Warrants, see Note 5 to our Consolidated Financial Statements in Part I, Item 1 of this report.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

Income Tax Expense. Our effective tax rate of 27.9% for the three months ended September 30, 2025 was higher than our effective tax rate of 22.5% for the three months ended September 30, 2024.The increase in the effective tax rate for the three months ended September 30, 2025 was primarily due to greater tax benefits from earnout adjustments during the prior year period.

Our effective tax rate of 31.5% for the nine months ended September 30, 2025 was higher than our effective tax rate of 24.2% for the nine months ended September 30, 2024. The increase in the effective tax rate for the nine months ended September 30, 2025 was primarily due to the non-deductibility of both net losses related to fair value adjustments associated with the warrant settlement liabilities and the revaluation of earnout liabilities in the current year period. These increases were partially offset by the reduction in the valuation allowance related to our foreign tax credit carryforward in the current year period.

Our effective tax rate for the three and nine months ended September 30, 2025 was not materially impacted by the enactment of the OBBBA during the quarter. While we will benefit from the new provision allowing for the immediate deduction of domestic R&D expenses, the impact is not material to our overall tax provision.

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INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

Use of Non-GAAP Financial Measures

Adjusted non-GAAP earnings from operations (which we also refer to as "Adjusted earnings from operations") excludes (i) severance and restructuring expenses, net, (ii) certain executive recruitment and hiring related expenses, (iii) amortization of intangible assets, (iv) transformation costs, (v) certain acquisition and integration related expenses, (vi) gains and losses from revaluation of acquisition related earnout liabilities, (vii) certain third-party data center service outage related expenses and recoveries, and (viii) impairment losses on long lived real estate assets now held for sale, as applicable. Adjusted non-GAAP earnings from operations is used by the Company and its management to evaluate financial performance against budgeted amounts, to calculate incentive compensation, to assist in forecasting future performance and to compare the Company’s results to those of the Company’s competitors. We believe that this non-GAAP financial measure is useful to investors because it allows for greater transparency, facilitates comparisons to prior periods and to the Company’s competitors’ results, and assists in forecasting performance for future periods. The non-GAAP financial measure is not prepared in accordance with GAAP and may be different from non-GAAP financial measures presented by other companies. Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP.


	Three Months Ended September 30, 2025
Adjusted Earnings from Operations (in thousands):	North America			EMEA			APAC			Consolidated
GAAP earnings from operations	$	83,631		$	4,487		$	4,949		$	93,067
Amortization of intangible assets	16,806			1,872			—			18,678
Change in fair value of earnout liabilities	3,800			—			—			3,800
Transformation costs	908			2,021			—			2,929

Severance and restructuring expenses, net	3,069			2,146			175			5,390
Acquisition and integration related expenses	1,898			—			933			2,831
Other*	(247)			—			—			(247)
Adjusted non-GAAP earnings from operations	$	109,865		$	10,526		$	6,057		$	126,448

GAAP EFO as a percentage of net sales	5.1		%	1.4		%	8.4		%	4.6%
Adjusted non-GAAP EFO as a percentage of net sales	6.8		%	3.3		%	10.3		%	6.3%


	Three Months Ended September 30, 2024
Adjusted Earnings from Operations (in thousands):	North America			EMEA			APAC			Consolidated
GAAP earnings from operations	$	80,836		$	6,665		$	5,350		$	92,851
Amortization of intangible assets	16,823			1,805			74			18,702
Change in fair value of earnout liabilities	(4,000)			(2,442)			—			(6,442)
Transformation costs	5,068			—			—			5,068

Severance and restructuring expenses, net	7,242			1,240			61			8,543
Acquisition and integration related expenses	25			668			2			695
Other*	556			144			—			700
Adjusted non-GAAP earnings from operations	$	106,550		$	8,080		$	5,487		$	120,117

GAAP EFO as a percentage of net sales	4.7		%	2.1		%	9.1		%	4.4%
Adjusted non-GAAP EFO as a percentage of net sales	6.2		%	2.6		%	9.3		%	5.8%


	Nine Months Ended September 30, 2025
Adjusted Earnings from Operations (in thousands):	North America			EMEA			APAC			Consolidated
GAAP earnings from operations	$	203,143		$	20,654		$	15,905		$	239,702
Amortization of intangible assets	50,427			5,467			—			55,894
Change in fair value of earnout liabilities	15,701			3,463			—			19,164
Transformation costs	6,696			4,508			—			11,204
Impairment loss on a long lived real estate asset held for sale	12,588			—			—			12,588
Severance and restructuring expenses, net	8,734			6,802			285			15,821
Acquisition and integration related expenses	2,144			—			938			3,082
Other*	308			—			—			308
Adjusted non-GAAP earnings from operations	$	299,741		$	40,894		$	17,128		$	357,763

GAAP EFO as a percentage of net sales	4.1		%	2.0		%	9.0		%	3.9%
Adjusted non-GAAP EFO as a percentage of net sales	6.0		%	4.0		%	9.7		%	5.8%


	Nine Months Ended September 30, 2024
Adjusted Earnings from Operations (in thousands):	North America			EMEA			APAC			Consolidated
GAAP earnings from operations	$	266,672		$	38,862		$	18,376		$	323,910
Amortization of intangible assets	45,557			5,135			292			50,984
Change in fair value of earnout liabilities	(24,219)			(6,430)			—			(30,649)
Transformation costs	12,967			—			—			12,967

Severance and restructuring expenses, net	12,783			2,639			216			15,638
Acquisition and integration related expenses	1,486			678			2			2,166
Other*	(2,483)			426			—			(2,057)
Adjusted non-GAAP earnings from operations	$	312,763		$	41,310		$	18,886		$	372,959

GAAP EFO as a percentage of net sales	5.0		%	3.6		%	10.2		%	4.9%
Adjusted non-GAAP EFO as a percentage of net sales	5.8		%	3.8		%	10.4		%	5.6%


*			Other includes certain executive recruitment and hiring related expenses and certain third-party data center service outage related expenses and recoveries, net. Net recoveries related to third-party data center service outages were $0.2 million and $3.4 million for the nine months ended September 30, 2025 and 2024, respectively.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

Liquidity and Capital Resources

The following table sets forth certain consolidated cash flow information for the nine months ended September 30, 2025 and 2024 (in thousands):


	Nine Months Ended September 30,
	2025		2024
Net cash provided by operating activities	$	150,057	$	417,731
Net cash used in investing activities	(17,551)		(288,868)
Net cash provided by (used in) financing activities	136,521		(82,523)
Foreign currency exchange effect on cash, cash equivalent and restricted cash balances	18,953		2,660
Increase in cash, cash equivalents and restricted cash	287,980		49,000
Cash, cash equivalents and restricted cash at beginning of period	261,467		270,785
Cash, cash equivalents and restricted cash at end of period	$	549,447	$	319,785

Cash and Cash Flow

•Our primary uses of cash during the nine months ended September 30, 2025 were to repay the remaining principal balance upon maturity of the Convertible Notes, to fund the cash settlement of a portion of the Warrants and to repurchase shares of our common stock. Our cash and cash equivalents balance at September 30, 2025 was higher than we typically maintain as a result of the cash needed to fund the acquisition of Inspire11, which we acquired on October 1, 2025.

•Operating activities provided $150.1 million in cash during the nine months ended September 30, 2025, compared to cash provided by operating activities of $417.7 million during the nine months ended September 30, 2024.

•Capital expenditures were $17.6 million and $32.4 million for the nine months ended September 30, 2025 and 2024, respectively.

•During the nine months ended September 30, 2025, we repurchased $151.1 million of our common stock compared to $200.0 million of repurchases during the nine months ended September 30, 2024.

•We had net borrowings under our ABL facility during the nine months ended September 30, 2025 of $852.2 million compared to net repayments of $333.3 million during the nine months ended September 30, 2024.

•We had net borrowings under our inventory financing facilities of $21.9 million during the nine months ended September 30, 2025 compared to net borrowings of $3.1 million during the nine months ended September 30, 2024.

•We repaid approximately $333.1 million for the remaining principal balance upon maturity of the Convertible Notes in the nine months ended September 30, 2025.

•We paid $222.0 million to settle a portion of the Warrants relating to the Call Spread Transactions associated with the Convertible Notes.

We anticipate that cash flows from operations, together with the funds available under our financing facilities, will be adequate to support our expected cash and working capital requirements for operations, as well as other strategic acquisitions, over the next 12 months and beyond. We expect existing cash and cash flows from operations to continue to be sufficient to fund our operating cash activities and cash commitments for investing and financing activities, such as capital expenditures, strategic acquisitions, repurchases of our common stock, debt repayments and repayment of our inventory financing facilities for the next 12 months. We currently expect to fund known cash commitments beyond the next 12 months through operating cash activities and/or other available financing resources.

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AND RESULTS OF OPERATIONS (continued)

Net cash provided by operating activities

•We have an inverted cash cycle resulting from typically paying partners on shorter terms than we provide to our clients. This generally means in periods of growing hardware sales, we typically use cash from operations.

•Cash flow provided by operating activities in the first nine months of 2025 was $150.1 million compared to cash provided by operating activities of $417.7 million in the first nine months of 2024.

•The decrease in cash provided by operating activities period over period is primarily due to lower net earnings combined with the impact of higher hardware net sales compared to the same period in the prior year. In the first nine months of 2024, our cash provided by operations was also positively impacted by the timing of receipts compared to partner payments.

•We continue to be impacted by netted costs that we apply to our services net sales to appropriately record net sales that we earn as an agent. These netted costs, while excluded from net sales and cost of goods sold, are processed and applied to accounts receivable and accounts payable in each reporting period. As a result, calculation of our unadjusted cash conversion cycle, including days sales outstanding and days payables outstanding, do not provide an accurate reflection of our cash conversion metric, due to the metric components being inherently inflated. For example, netted costs were $3.8 billion and $2.4 billion in the third quarter of 2025 and 2024, respectively.

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

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

Net cash used in investing activities

•We paid $264.4 million to acquire Infocenter on May 1, 2024, net of cash and cash equivalents acquired of $5.1 million. Additionally, we paid $5.2 million, net of cash and cash

equivalents acquired, to acquire an entity in our EMEA segment, on July 1, 2024.

•Capital expenditures were $17.6 million and $32.4 million for the nine months ended September 30, 2025 and 2024, respectively.

•We received proceeds from the sale of assets of $13.8 million in the nine months ended

September 30, 2024.

•We expect capital expenditures for the full year 2025 to be approximately $25.0 million.

Net cash provided by (used in) financing activities

•During the nine months ended September 30, 2025, we had net borrowings under our ABL facility of $852.2 million, which were primarily used to fund the repayment of the remaining principal balance upon maturity of the Convertible Notes, to settle a portion of the Warrants and to repurchase shares of our common stock.

•During the nine months ended September 30, 2024, we had net repayments under our ABL facility that decreased our outstanding long-term debt balance by $333.3 million.

•We repaid approximately $333.1 million for the remaining principal balance upon maturity of the Convertible Notes in the nine months ended September 30, 2025.

•We repaid approximately $16.9 million principal upon conversion of a portion of the Convertible Notes in the nine months ended September 30, 2024.

•We paid $222.0 million to settle a portion of the Warrants relating to the Call Spread Transactions associated with the Convertible Notes in cash in the nine months ended September 30, 2025.

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INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

•During the nine months ended September 30, 2025, we made earnout and acquisition related payments of $20.2 million primarily associated with our acquisition of Infocenter.

•During the nine months ended September 30, 2024, we made earnout and acquisition related payments of $18.3 million associated with our acquisitions of Amdaris Group Limited, Hanu Software Solutions, Inc. and Hanu Software Solutions (India) Private Ltd.

•During the nine months ended September 30, 2025, we repurchased $151.1 million of our common stock.

•During the nine months ended September 30, 2024, we repurchased $200.0 million of our common stock.

Financing Facilities

•Our debt balance as of September 30, 2025 was $1.4 billion.

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

•The Senior Notes are subject to certain events of default and certain acceleration clauses. As of September 30, 2025, no such events have occurred.

•Our ABL facility contains various covenants customary for transactions of this type, including complying with a minimum receivable and inventory requirement and meeting monthly, quarterly and annual reporting requirements.

•The credit agreement contains customary affirmative and negative covenants and events of default.

•At September 30, 2025, we were in compliance with all such covenants.

•While the ABL facility has a stated maximum amount, the actual availability under the ABL facility is limited by a minimum accounts receivable and inventory requirement. As of September 30, 2025, eligible accounts receivable and inventory were sufficient to permit access to the full $1.8 billion under the ABL facility of which $899.8 million was outstanding.

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

•These amounts are classified separately as accounts payable – inventory financing facilities in our consolidated balance sheets.

•Our inventory financing facilities have an aggregate availability for vendor purchases of $705.0 million, of which $240.3 million was outstanding at September 30, 2025.

Undistributed Foreign Earnings

Cash and cash equivalents held by foreign subsidiaries are generally subject to U.S. income taxation upon repatriation to the United States. As of September 30, 2025, we had approximately $301.2 million in cash and cash equivalents in certain of our foreign subsidiaries, primarily residing in Canada, Australia, and New Zealand. Certain of these cash balances will be remitted to the United States by paying down intercompany payables generated in the ordinary course of business or through actual dividend distributions.

Off-Balance Sheet Arrangements

We have entered into off-balance sheet arrangements, which include indemnifications. The indemnifications are discussed in Note 8 to the Consolidated Financial Statements in Part I, Item 1 of this report and such discussion is incorporated by reference herein. We believe that none of our off-balance sheet arrangements have, or are reasonably likely to have, a material current or future effect on our financial condition, sales or expenses, results of operations, liquidity, capital expenditures or capital resources.

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INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

Recently Issued Accounting Standards

The information contained in Note 1 to the Consolidated Financial Statements in Part I, Item 1 of this report concerning a description of recently issued accounting standards which affect or may affect our financial statements, including our expected dates of adoption and the estimated effects on our results of operations and financial condition, is incorporated by reference herein.

Contractual Obligations

Other than as described in Note 8 to the Consolidated Financial Statements in Part I, Item 1 of this report, there have been no material changes in our reported contractual obligations, as described under “Cash Requirements From Contractual Obligations” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Except as described below, there have been no material changes in our reported market risks, as described in “Quantitative and Qualitative Disclosures About Market Risk” in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2024.

Although our Senior Notes are based on fixed rates, changes in interest rates could impact the fair market value of such notes. As of September 30, 2025, the fair market value of our Senior Notes was $513.9 million. For additional information about our Senior Notes, see Note 5 to our Consolidated Financial Statements in Part I, Item 1 of this report.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures (as such term is defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and determined that as of September 30, 2025 our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There was no change in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) in the three months ended September 30, 2025 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Inherent Limitations of Internal Control Over Financial Reporting

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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.

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INSIGHT ENTERPRISES, INC.

Part II – OTHER INFORMATION

Item 1. Legal Proceedings.

There are no material pending legal proceedings to which we are a party or of which any of our property is the subject. From time to time, we are party to various routine legal proceedings incidental to the business, see “– Legal Proceedings” in Note 8 to the Consolidated Financial Statements in Part I, Item 1 of this report.

Item 1A. Risk Factors.

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A, “Risk Factors”, in our Annual Report on Form 10-K for the year ended December 31, 2024, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition or operating results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

There were no unregistered sales of equity securities during the three months ended September 30, 2025.

We have never paid a cash dividend on our common stock, and we currently do not intend to pay any cash dividends in the foreseeable future. Our ABL facility contains certain covenants that, if not met, restrict the payment of cash dividends.

Issuer Purchases of Equity Securities


Period	(a) Total Number of Shares Purchased	(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	(d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
July 1, 2025 through July 31, 2025	—	$	—	—	$	223,882,772
August 1, 2025 through August 31, 2025	346,873	127.70		346,873	179,588,162
September 1, 2025 through September 30, 2025	253,854	120.96		253,854	148,882,848
Total	600,727			600,727

On September 11, 2024, we announced that our Board of Directors authorized the repurchase of up to $300.0 million of our common stock, in addition to any amount that remained from prior authorizations. As of September 30, 2025, approximately $148.9 million remained available for repurchases under our share repurchase plan.

In accordance with the share repurchase plan, 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. The number of shares purchased, and the timing of the purchases will be based on market conditions, working capital requirements, general business conditions and other factors. We intend to retire the repurchased shares.

Item 3. Defaults Upon Senior Securities.

Not applicable.

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INSIGHT ENTERPRISES, INC.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Rule 10b5-1 Trading Plans

During the three months ended September 30, 2025, 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 of Regulation S-K).

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INSIGHT ENTERPRISES, INC.

Item 6. Exhibits.

Incorporated by Reference

Exhibit
Number

Exhibit Description

Form

File No.

Exhibit
Number

Filing
Date

Filed

Herewith

3.1

Amended and Restated Certificate of Incorporation of Insight Enterprises, Inc.

10-K

000-25092

3.1

February 17, 2006

3.2

Certificate of Amendment of Amended and Restated Certificate of Incorporation of Insight Enterprises, Inc.

8-K

000-25092

3.1

May 21, 2015

3.3

Amended and Restated Bylaws of Insight Enterprises, Inc.

8-K

000-25092

3.2

May 21, 2015

31.1

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

31.2

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

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

101.INS

Inline 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

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

* Furnished herewith

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INSIGHT ENTERPRISES, INC.

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 thereunto duly authorized.

Date:

October 30, 2025

INSIGHT ENTERPRISES, INC.

By:

/s/ Joyce A. Mullen

Joyce A. Mullen

President and Chief Executive Officer

(Duly Authorized Officer)

By:

/s/ James A. Morgado

James A. Morgado

Chief Financial Officer

(Principal Financial Officer)

By:

/s/ Rachael A. Crump

Rachael A. Crump

Chief Accounting Officer

(Principal Accounting Officer)

Source: View Original Filing on SEC EDGAR

FAQ

What were Insight Enterprises (NSIT) Q3 2025 sales and EPS?

Total net sales were $2,003,845,000 and diluted EPS was $1.62. Net earnings were $50,947,000.

How did Services perform for NSIT in Q3 2025?

Services revenue was $426,073,000, up from $414,107,000 a year earlier, supporting gross profit of $434,195,000.

What is NSIT’s cash and debt position as of September 30, 2025?

Cash and cash equivalents were $547,017,000. Long-term debt was $1,392,626,000, including $899,804,000 outstanding under the ABL.

Did NSIT repurchase shares in Q3 2025?

Yes. It repurchased 600,727 shares for approximately $75,000,000 at an average price of $124.85 per share.

What were NSIT’s shares outstanding near quarter-end?

Shares outstanding were 30,979,597 as of October 24, 2025.

Were there notable post-quarter transactions for NSIT?

Yes. On October 1, 2025, Insight acquired Inspire11 for approximately $212,000,000 upfront, plus up to $66,000,000 in earnouts.

Did NSIT record any significant charges in 2025?

Yes. It recorded a $12,588,000 impairment on a Santa Monica property classified as held for sale.

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Did NSIT repurchase shares in Q3 2025?

What were NSIT’s shares outstanding near quarter-end?

Were there notable post-quarter transactions for NSIT?

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What were Insight Enterprises (NSIT) Q3 2025 sales and EPS?

How did Services perform for NSIT in Q3 2025?

What is NSIT’s cash and debt position as of September 30, 2025?

Did NSIT repurchase shares in Q3 2025?

What were NSIT’s shares outstanding near quarter-end?

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Did NSIT record any significant charges in 2025?

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