Insight Enterprises (NSIT) CAO granted RSUs and withholds shares for taxes

Rhea-AI Filing Summary

Insight Enterprises Inc. Chief Accounting Officer Rachael Ann Bertrandt Crump reported several equity awards and related share movements on February 20, 2026. She received grants of 2,340 and 1,755 restricted stock units, each representing a right to one share of common stock, with vesting in three equal annual installments beginning in 2027 and tied in part to company performance against predefined objectives.

Multiple previously granted restricted stock units were exercised into common stock through derivative conversions, increasing her direct common share holdings to 5,909 shares. In connection with these vestings, the company withheld small blocks of shares, at a price of $85.50 per share, to satisfy minimum statutory tax withholding obligations, resulting in non-open-market dispositions labeled as tax-withholding transactions.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Crump Rachael Ann Bertrandt

(Last) (First) (Middle)

2701 E INSIGHT WAY

(Street)

CHANDLER AZ 85286

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
INSIGHT ENTERPRISES INC [ NSIT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/20/2026		M		191	A	$0	5,189	D
Common Stock	02/20/2026		F(1)		61	D	$85.5	5,128	D
Common Stock	02/20/2026		M		255	A	$0	5,383	D
Common Stock	02/20/2026		F(1)		81	D	$85.5	5,302	D
Common Stock	02/20/2026		M		192	A	$0	5,494	D
Common Stock	02/20/2026		F(1)		61	D	$85.5	5,433	D
Common Stock	02/20/2026		M		256	A	$0	5,689	D
Common Stock	02/20/2026		F(1)		82	D	$85.5	5,607	D
Common Stock	02/20/2026		M		121	A	$0	5,728	D
Common Stock	02/20/2026		F(1)		38	D	$85.5	5,690	D
Common Stock	02/20/2026		M		322	A	$0	6,012	D
Common Stock	02/20/2026		F(1)		103	D	$85.5	5,909	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	02/20/2026		A		2,340		(3)	(3)	Common Stock	2,340	$0	2,340	D
Restricted Stock Units	(2)	02/20/2026		A		1,755		(4)	(4)	Common Stock	1,755	$0	1,755	D
Restricted Stock Units	(2)	02/20/2026		M			191	(5)	(5)	Common Stock	191	$0	0	D
Restricted Stock Units	(2)	02/20/2026		M			255	(6)	(6)	Common Stock	255	$0	0	D
Restricted Stock Units	(2)	02/20/2026		M			192	(7)	(7)	Common Stock	192	$0	191	D
Restricted Stock Units	(2)	02/20/2026		M			256	(8)	(8)	Common Stock	256	$0	255	D
Restricted Stock Units	(2)	02/20/2026		M			121	(9)	(9)	Common Stock	121	$0	242	D
Restricted Stock Units	(2)	02/20/2026		M			322	(10)	(10)	Common Stock	322	$0	642	D

Explanation of Responses:

1. Insight Enterprises, Inc. has withheld the number of whole shares necessary to satisfy the minimum statutory tax withholding obligations. The value of the vested shares (and the taxable income) is calculated based on the closing price on the vesting date or next preceding trading date in the case that the vesting date is a non-trading date.

2. Each restricted stock unit represents a contingent right to receive one share of Common Stock of Insight Enterprises, Inc.

3. The restricted stock units were granted on February 20, 2026 with vesting to occur in three equal annual installments beginning February 20, 2027.

4. The number of restricted stock units increases or decreases with the Company's performance against specific objectives defined in advance of the grant date, and the restricted stock units will vest in three equal annual installments beginning February 20, 2027.

5. The number of restricted stock units increases or decreases with the Company's performance against specific objectives defined in advance of the grant date, and the restricted stock units will vest in three equal annual installments beginning February 20, 2024.

6. The restricted stock units were granted on February 20, 2023 with vesting to occur in three equal annual installments beginning February 20, 2024.

7. The number of restricted stock units increases or decreases with the Company's performance against specific objectives defined in advance of the grant date, and the restricted stock units will vest in three equal annual installments beginning February 20, 2025.

8. The restricted stock units were granted on February 20, 2024 with vesting to occur in three equal annual installments beginning February 20, 2025.

9. The number of restricted stock units increases or decreases with the Company's performance against specific objectives defined in advance of the grant date, and the restricted stock units will vest in three equal annual installments beginning February 20, 2026.

10. The restricted stock units were granted on February 20, 2025 with vesting to occur in three equal annual installments beginning February 20, 2026.

	Lisanne Steinheiser, by Power of Attorney, for Rachael Ann Bertrandt Crump	02/24/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did NSIT’s Chief Accounting Officer report on February 20, 2026?

Insight Enterprises’ Chief Accounting Officer reported new restricted stock unit grants and several conversions of existing units into common stock, along with share dispositions used solely to cover minimum statutory tax withholding obligations related to these vestings at a stated share price.

How many new restricted stock units were granted to the NSIT executive?

The executive received grants of 2,340 and 1,755 restricted stock units. Each unit represents a contingent right to one share of Insight Enterprises common stock, subject to three equal annual vesting installments beginning in 2027 and, for some awards, performance against predefined company objectives.

Do the NSIT restricted stock units convert into common stock on a one-for-one basis?

Yes. Each restricted stock unit represents a contingent right to receive one share of Insight Enterprises common stock. Actual delivery occurs as the units vest over time, typically in three equal annual installments starting on the specified vesting commencement dates noted in the footnotes.

Were any of the NSIT insider share dispositions open-market sales?

The reported share dispositions are labeled as tax-withholding transactions. Insight Enterprises withheld whole shares at $85.50 per share to satisfy minimum statutory tax obligations on vesting, rather than the executive selling shares in discretionary open-market transactions for investment purposes.

How are the NSIT restricted stock units’ amounts affected by company performance?

Certain restricted stock unit awards can increase or decrease depending on Insight Enterprises’ performance versus specific objectives defined before the grant date. These performance-linked units still vest in three equal annual installments, but the final number of vested units varies with measured results.

What is the executive’s reported common stock ownership after these NSIT transactions?

Following the derivative exercises and tax-withholding share dispositions, the Form 4 reports that the executive directly owns 5,909 shares of Insight Enterprises common stock. This figure reflects the net effect of the conversions and share withholdings disclosed for the February 20, 2026 transactions.