Insight (NSIT) counsel Cowley converts RSUs and withholds stock for taxes

Rhea-AI Filing Summary

Insight Enterprises, Inc. general counsel and secretary Samuel C. Cowley reported multiple equity transactions dated February 20, 2026 involving restricted stock units (RSUs) and common stock. Several RSU awards were exercised or converted into common shares, including blocks of 766, 1,021, 630, 840, 633, and 1,687 RSUs.

Each RSU represents a right to receive one share of Insight common stock, and the number of RSUs can increase or decrease based on the company’s performance against predefined objectives. The RSUs vest in annual installments tied to grant dates in 2023, 2024, and 2025.

The filing also shows several Code F tax-withholding dispositions of common stock, such as 252, 284, 173, 233, 209, and 469 shares at $85.50 per share, used to satisfy minimum statutory tax obligations as the RSUs vested. Following these transactions, Cowley directly owned 32,509 Insight common shares.

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^*

Cowley Samuel C

(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)
	Gen'l Counsel & Secretary

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		766	A	$0	29,318	D
Common Stock	02/20/2026		F(1)		252	D	$85.5	29,066	D
Common Stock	02/20/2026		M		1,021	A	$0	30,087	D
Common Stock	02/20/2026		F(1)		284	D	$85.5	29,803	D
Common Stock	02/20/2026		M		630	A	$0	30,433	D
Common Stock	02/20/2026		F(1)		173	D	$85.5	30,260	D
Common Stock	02/20/2026		M		840	A	$0	31,100	D
Common Stock	02/20/2026		F(1)		233	D	$85.5	30,867	D
Common Stock	02/20/2026		M		633	A	$0	31,500	D
Common Stock	02/20/2026		F(1)		209	D	$85.5	31,291	D
Common Stock	02/20/2026		M		1,687	A	$0	32,978	D
Common Stock	02/20/2026		F(1)		469	D	$85.5	32,509	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			766	(3)	(3)	Common Stock	766	$0	0	D
Restricted Stock Units	(2)	02/20/2026		M			1,021	(4)	(4)	Common Stock	1,021	$0	0	D
Restricted Stock Units	(2)	02/20/2026		M			630	(5)	(5)	Common Stock	630	$0	629	D
Restricted Stock Units	(2)	02/20/2026		M			840	(6)	(6)	Common Stock	840	$0	839	D
Restricted Stock Units	(2)	02/20/2026		M			633	(7)	(7)	Common Stock	633	$0	633	D
Restricted Stock Units	(2)	02/20/2026		M			1,687	(8)	(8)	Common Stock	1,687	$0	1,687	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 two equal annual installments beginning February 20, 2026.

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

	Lisanne Steinheiser, by Power of Attorney, for Samuel C. Cowley	02/24/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did NSIT’s Samuel C. Cowley report?

Samuel C. Cowley reported multiple exercises of restricted stock units into common stock and related tax-withholding share dispositions. These transactions occurred on February 20, 2026 and reflect equity awards vesting, rather than open-market purchases or discretionary sales of Insight Enterprises, Inc. stock.

How many Insight Enterprises (NSIT) shares does Samuel C. Cowley own after these transactions?

After the reported RSU conversions and tax-withholding dispositions, Samuel C. Cowley directly owns 32,509 shares of Insight Enterprises, Inc. common stock. This figure comes from the post-transaction ownership line associated with the final common stock entry reported for February 20, 2026 in the Form 4 filing.

What are the key details of the NSIT restricted stock units reported?

The restricted stock units each represent a contingent right to receive one Insight common share. Their number adjusts with company performance against predefined objectives, and they vest in annual installments tied to grant dates in 2023, 2024, and 2025, beginning on February 20 of subsequent years.

Why were NSIT shares disposed of under transaction code F in this Form 4?

Shares disposed of under code F were used to pay minimum statutory tax withholding obligations upon RSU vesting. Blocks such as 252, 284, and 469 shares were withheld at $85.50 per share, meaning the company retained those shares instead of cash to cover Cowley’s tax liability.

How do performance conditions affect Samuel C. Cowley’s NSIT restricted stock units?

The number of restricted stock units can increase or decrease based on Insight’s performance against specific pre-set objectives. These performance-linked RSUs then vest in equal annual installments over two or three years, starting on February 20 following the relevant grant dates outlined in the Form 4 footnotes.