Insight CHRO awarded RSUs, settles tax in stock

INSIGHT ENTERPRISES INC Chief Human Resources Officer Jennifer M. Vasin reported equity compensation activity involving restricted stock units (RSUs) and related common stock on February 20, 2026.

Accepted by SEC EDGAR 02/24/2026 - 04:48 PM EST

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Rhea-AI Filing Summary

INSIGHT ENTERPRISES INC Chief Human Resources Officer Jennifer M. Vasin reported equity compensation activity involving restricted stock units (RSUs) and related common stock on February 20, 2026. She received RSU grants, including 4,211 units, each representing a contingent right to one share of common stock.

Footnotes state that certain RSU awards vest in three equal annual installments beginning on dates such as February 20, 2027, and that some awards adjust up or down based on the company’s performance against predefined objectives. Several RSU tranches were exercised into common stock, and shares of common stock were withheld at a price of $85.50 per share to satisfy minimum statutory tax withholding obligations, rather than being sold on the open market.

Insider Trade Summary

2,609 shares exercised/converted

Exercise 20 txns

Insider Vasin Jennifer M

Role Chief Human Resources Officer

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	4,211	$0.00	$0.00
Grant/Award	Restricted Stock Units	3,158	$0.00	$0.00
Exercise	Restricted Stock Units	383	$0.00	$0.00
Exercise	Restricted Stock Units	511	$0.00	$0.00
Exercise	Restricted Stock Units	356	$0.00	$0.00
Exercise	Restricted Stock Units	475	$0.00	$0.00
Exercise	Restricted Stock Units	241	$0.00	$0.00
Exercise	Restricted Stock Units	643	$0.00	$0.00
Exercise	Common Stock	383	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	126	$85.50	$11K
Exercise	Common Stock	511	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	142	$85.50	$12K
Exercise	Common Stock	356	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	118	$85.50	$10K
Exercise	Common Stock	475	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	155	$85.50	$13K
Exercise	Common Stock	241	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	79	$85.50	$7K
Exercise	Common Stock	643	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	177	$85.50	$15K

Holdings After Transaction: Restricted Stock Units — 9,966 contracts (Direct); Common Stock — 8,389 shares (Direct)

Holdings Before and After: Restricted Stock Units, 5,206 to 9,966 contracts (Direct); Common Stock, 6,577 to 8,389 shares (Direct)

Footnotes (10)

F1. 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.
F2. Each restricted stock unit represents a contingent right to receive one share of Common Stock of Insight Enterprises, Inc.
F3. The restricted stock units were granted on February 20, 2026 with vesting to occur in three equal annual installments beginning February 20, 2027.
F4. 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.
F5. 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.
F6. The restricted stock units were granted on February 20, 2023 with vesting to occur in three equal annual installments beginning February 20, 2024.
F7. 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.
F8. The restricted stock units were granted on February 20, 2024 with vesting to occur in three equal annual installments beginning February 20, 2025.
F9. 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.
F10. The restricted stock units were granted on February 20, 2025 with vesting to occur in three equal annual installments beginning February 20, 2026.

FAQ

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What did NSIT executive Jennifer M. Vasin report in this Form 4?

Jennifer M. Vasin, Chief Human Resources Officer of INSIGHT ENTERPRISES INC, reported multiple restricted stock unit grants, RSU exercises into common stock, and share withholdings to cover tax obligations, all dated February 20, 2026, reflecting routine equity compensation activity rather than open-market stock trading.

How many restricted stock units were granted to NSIT’s CHRO in this filing?

The filing lists RSU grants including 4,211 restricted stock units to Jennifer M. Vasin. Each RSU represents a contingent right to receive one share of INSIGHT ENTERPRISES INC common stock, subject to vesting conditions described in the footnotes and the company’s performance against specified objectives.

How do the NSIT restricted stock units for Jennifer M. Vasin vest over time?

Footnotes explain that certain RSU grants to Jennifer M. Vasin vest in three equal annual installments beginning on dates such as February 20, 2027. Some awards are performance-based, meaning the final number of units can increase or decrease depending on INSIGHT ENTERPRISES INC’s results versus predefined objectives.

Were any of Jennifer M. Vasin’s NSIT transactions open-market stock sales?

The filing shows dispositions coded as “F,” indicating shares of INSIGHT ENTERPRISES INC common stock were withheld at $85.50 per share to pay minimum statutory tax withholding, rather than sold on the open market, in connection with RSU vesting and derivative exercises reported in this Form 4.

What does each NSIT restricted stock unit reported by Jennifer M. Vasin represent?

Each restricted stock unit reported by Jennifer M. Vasin represents a contingent right to receive one share of INSIGHT ENTERPRISES INC common stock. Delivery of shares depends on satisfaction of vesting schedules and, for some awards, the company’s performance against specific, pre-established objectives noted in the footnotes.

Why did NSIT withhold some of Jennifer M. Vasin’s shares in this Form 4?

INSIGHT ENTERPRISES INC withheld whole shares of common stock from Jennifer M. Vasin to satisfy minimum statutory tax withholding obligations upon RSU vesting. The value of vested shares, and related taxable income, is calculated using the closing price on the vesting or nearest preceding trading date.

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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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Vasin Jennifer M

(Last)

(First)

(Middle)

2701 E INSIGHT WAY

(Street)

CHANDLER

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 Human Resources 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/20/2026		M		383	A	$0	6,960	D
Common Stock	02/20/2026		F⁽¹⁾		126	D	$85.5	6,834	D
Common Stock	02/20/2026		M		511	A	$0	7,345	D
Common Stock	02/20/2026		F⁽¹⁾		142	D	$85.5	7,203	D
Common Stock	02/20/2026		M		356	A	$0	7,559	D
Common Stock	02/20/2026		F⁽¹⁾		118	D	$85.5	7,441	D
Common Stock	02/20/2026		M		475	A	$0	7,916	D
Common Stock	02/20/2026		F⁽¹⁾		155	D	$85.5	7,761	D
Common Stock	02/20/2026		M		241	A	$0	8,002	D
Common Stock	02/20/2026		F⁽¹⁾		79	D	$85.5	7,923	D
Common Stock	02/20/2026		M		643	A	$0	8,566	D
Common Stock	02/20/2026		F⁽¹⁾		177	D	$85.5	8,389	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	02/20/2026		A		4,211		⁽³⁾	⁽³⁾	Common Stock	4,211	$0	4,211	D
Restricted Stock Units	⁽²⁾	02/20/2026		A		3,158		⁽⁴⁾	⁽⁴⁾	Common Stock	3,158	$0	3,158	D
Restricted Stock Units	⁽²⁾	02/20/2026		M			383	⁽⁵⁾	⁽⁵⁾	Common Stock	383	$0	0	D
Restricted Stock Units	⁽²⁾	02/20/2026		M			511	⁽⁶⁾	⁽⁶⁾	Common Stock	511	$0	0	D
Restricted Stock Units	⁽²⁾	02/20/2026		M			356	⁽⁷⁾	⁽⁷⁾	Common Stock	356	$0	356	D
Restricted Stock Units	⁽²⁾	02/20/2026		M			475	⁽⁸⁾	⁽⁸⁾	Common Stock	475	$0	474	D
Restricted Stock Units	⁽²⁾	02/20/2026		M			241	⁽⁹⁾	⁽⁹⁾	Common Stock	241	$0	482	D
Restricted Stock Units	⁽²⁾	02/20/2026		M			643	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	643	$0	1,285	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 Jennifer M. Vasin	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR