Insight Enterprises (NSIT) CEO converts RSUs and withholds shares for taxes

Rhea-AI Filing Summary

Insight Enterprises Inc. Chief Executive Officer Joyce A. Mullen reported multiple transactions on February 20, 2026 related to restricted stock units (RSUs) that converted into common stock. Several RSU awards vested and were exercised at a price of $0.00 per share, increasing her direct common stock holdings.

To satisfy minimum statutory tax withholding obligations on these vestings, the company withheld whole shares of common stock, recorded as dispositions at a price of $85.50 per share. After these RSU conversions and tax-withholding share dispositions, Mullen directly owned 77,972 shares of Insight Enterprises common stock.

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^*

Mullen Joyce A

(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 Executive 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		3,064	A	$0	65,602	D
Common Stock	02/20/2026		F(1)		807	D	$85.5	64,795	D
Common Stock	02/20/2026		M		4,086	A	$0	68,881	D
Common Stock	02/20/2026		F(1)		1,689	D	$85.5	67,192	D
Common Stock	02/20/2026		M		3,559	A	$0	70,751	D
Common Stock	02/20/2026		F(1)		974	D	$85.5	69,777	D
Common Stock	02/20/2026		M		4,745	A	$0	74,522	D
Common Stock	02/20/2026		F(1)		1,962	D	$85.5	72,560	D
Common Stock	02/20/2026		M		2,260	A	$0	74,820	D
Common Stock	02/20/2026		F(1)		595	D	$85.5	74,225	D
Common Stock	02/20/2026		M		6,025	A	$0	80,250	D
Common Stock	02/20/2026		F(1)		2,278	D	$85.5	77,972	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		M			3,064	(3)	(3)	Common Stock	3,064	$0	0	D
Restricted Stock Units	(2)	02/20/2026		M			4,086	(4)	(4)	Common Stock	4,086	$0	0	D
Restricted Stock Units	(2)	02/20/2026		M			3,559	(5)	(5)	Common Stock	3,559	$0	3,558	D
Restricted Stock Units	(2)	02/20/2026		M			4,745	(6)	(6)	Common Stock	4,745	$0	4,745	D
Restricted Stock Units	(2)	02/20/2026		M			2,260	(7)	(7)	Common Stock	2,260	$0	4,518	D
Restricted Stock Units	(2)	02/20/2026		M			6,025	(8)	(8)	Common Stock	6,025	$0	12,048	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 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.

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

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, 2025.

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

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, 2026.

8. 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 Joyce A. Mullen	02/24/2026
	** Signature of Reporting Person	Date
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FAQ

What did Insight Enterprises (NSIT) CEO Joyce Mullen report in this Form 4?

Joyce Mullen reported RSU awards vesting and converting into Insight Enterprises common stock, along with share dispositions used to cover tax withholding obligations. These transactions reflect equity compensation mechanics rather than open-market purchases or sales, and they changed her direct common stock holdings.

How many Insight Enterprises (NSIT) shares does the CEO directly own after these transactions?

After the reported RSU conversions and tax-withholding share dispositions, Joyce Mullen directly owns 77,972 shares of Insight Enterprises common stock. This figure comes from the post-transaction ownership column for the final common stock entry on February 20, 2026 in the Form 4 data.

What does transaction code "M" mean in the Insight Enterprises (NSIT) Form 4?

Transaction code "M" indicates an exercise or conversion of a derivative security, here restricted stock units converting into common stock. These transactions are categorized as acquisitions, with a reported price of $0.00 per share, reflecting RSUs turning into Insight Enterprises common shares upon vesting.

Why were some Insight Enterprises (NSIT) shares disposed of at $85.50 in this filing?

Shares coded "F" were disposed of to pay exercise price or tax liabilities by delivering securities. The Form 4 notes Insight Enterprises withheld whole shares at $85.50 per share to satisfy minimum statutory tax withholding tied to the RSU vesting and resulting taxable income.

Are the Insight Enterprises (NSIT) CEO’s reported dispositions open-market sales?

The dispositions use transaction code "F", described as payment of exercise price or tax liability by delivering securities. The footnote explains Insight Enterprises withheld shares to meet minimum statutory tax withholding, indicating these are tax-withholding events rather than discretionary open-market share sales.

How do the Insight Enterprises (NSIT) RSUs in this Form 4 vest over time?

Footnotes state several RSU grants vest in three equal annual installments beginning on specific February 20 dates in 2024, 2025, and 2026. Some RSU counts adjust based on Insight Enterprises’ performance against predefined objectives set in advance of each grant date.