Insulet Corporation (PODD) revises Annual Incentive Plan terms for 2026

Rhea-AI Filing Summary

Insulet Corporation reported that its board committee approved an amended and restated Annual Incentive Plan on December 11, 2025, with changes effective January 1, 2026, except as otherwise noted. The plan governs cash or incentive awards for eligible employees.

The revisions clarify what qualifies as a termination "for Cause," expand eligibility for prorated annual awards following retirement when certain age and service requirements are met, and broaden eligibility for awards in some terminations "without Cause." The plan also enhances language around compensation recoupment and increases the maximum award available to participants, while making additional clarifying edits.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  December 11, 2025

INSULET CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-33462

04-3523891

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

100 Nagog Park

Acton

Massachusetts

01720

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (978) 600-7000

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company			☐
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 accounting standards provided pursuant to Section 13(a) of the Exchange Act.			☐

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 Par Value Per Share

PODD

The NASDAQ Stock Market, LLC

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Compensatory Arrangements of Certain Officers

Approval of Amended and Restated Annual Incentive Plan. On December 11, 2025, the Committee approved the amendment and restatement of the Company’s Annual Incentive Plan (the “Plan”), effective January 1, 2026, except as otherwise specified therein. The Plan was revised to clarify the definition of “for Cause” termination, expand eligibility for a prorated annual award payment following retirement if certain age and service requirements are met, augment the language relating to compensation recoupment, expand eligibility for award payments for certain terminations “without Cause”, increase the maximum award for participants, and make additional clarifying language changes, as set forth in the Plan.

The above description of the Plan does not purport to be complete and is qualified in its entirety by reference to the Plan attached to this report as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.						Description
10.1						Amended and Restated Annual Incentive Plan
104						Cover Page Interactive Date File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned thereunto duly authorized.

INSULET CORPORATION

Date: December 17, 2025

By:

/s/ Patricia K. Dolan

Patricia K. Dolan

Vice President and Secretary

FAQ

What did Insulet Corporation (PODD) change in its Annual Incentive Plan?

Insulet Corporation approved an amended and restated Annual Incentive Plan that clarifies the definition of termination "for Cause," expands eligibility for certain retirement and "without Cause" termination payouts, enhances compensation recoupment language, increases the maximum award for participants, and makes additional clarifying edits.

When does Insulet Corporation's amended Annual Incentive Plan become effective?

The amended and restated Annual Incentive Plan is effective January 1, 2026, except as otherwise specified within the plan itself.

How does the new Insulet (PODD) incentive plan treat retirement eligibility?

The revised plan expands eligibility for a prorated annual award payment following retirement, provided that certain age and service requirements set out in the plan are satisfied.

What changes did Insulet make regarding terminations "for Cause" and "without Cause"?

The plan now includes a clarified definition of termination "for Cause" and expands eligibility for award payments in connection with certain terminations "without Cause," as described in the amended plan.

Did Insulet Corporation change the maximum award under its Annual Incentive Plan?

Yes. The amended and restated Annual Incentive Plan increases the maximum award available to participants, as detailed in the plan document.

Where can investors find the full details of Insulet's amended incentive plan?

The complete terms of the amended and restated Annual Incentive Plan are set out in Exhibit 10.1 to the report, which is incorporated by reference.