NSIT Insight Enterprises Inc - 10-K

Item 1A. Risk Factors

Risks Related to Our Business, Operations and Industry

The IT hardware, software and services industry is intensely competitive, and actions of our competitors, including manufacturers and publishers of products we sell, can negatively affect our business . Competition in the industry is based on price, product availability, speed of delivery, credit availability, quality and breadth of product lines, and, increasingly, on the ability to provide services and tailor specific solutions to meet client needs. Many of our manufacturer and publisher partners are also our competitors, as many sell directly to business customers, particularly large enterprise and corporate customers. In addition to the manufacturers and publishers of products we sell, we compete with a large number and wide variety of providers and resellers of IT hardware, software and services. We believe our industry will see further consolidation as product resellers and direct marketers combine operations or acquire or merge with other resellers, service providers and direct marketers to increase efficiency, service capabilities and market share. Moreover, current and potential competitors have established or may establish cooperative relationships among themselves or with third parties to enhance their product and service offerings. Accordingly, it is possible that new competitors or alliances among competitors may emerge and acquire significant market share.

The competitive landscape in which we operate continues to change as new technologies are developed. While innovation helps our business as it creates new offerings for us to sell, it can also disrupt our business model and create new and stronger competitors. For instance, while cloud-based solutions present an opportunity for us and make up a significant part of our business and future, cloud-based solutions and technologies developed by manufacturer and publisher partners are alternatively marketed directly to customers without utilizing solutions providers like us, which can reduce the volume of hardware, software or services we sell, leading to a reduction in our sales and/or profitability. Accordingly, we are dependent on continued

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innovations by our current vendor partners and our ability to partner with new and emerging technology providers.

Generally, pricing competition is very aggressive in the industry, and we expect pricing pressures to continue. There can be no assurance that we will be able to negotiate prices as favorable as those negotiated by our competitors or that we will be able to offset the effects of price reductions with an increase in the number of clients, higher net sales, cost reductions or higher sales of services, which are typically at higher gross margins, or otherwise. Price reductions by our competitors that we either cannot or choose not to match could result in an erosion of our market share and/or reduced sales or, to the extent we match such reductions, could result in reduced operating margins or inventory impairment charges, any of which could have a material adverse effect on our business, financial condition and results of operations.

Some of our competitors in each of our operating segments may have greater technical, marketing and other resources than we do. In addition, some of these competitors may be able to respond more quickly to new or changing opportunities, technologies and client requirements. Many current and potential competitors also may have greater name recognition and engage in more extensive promotional activities, offer more attractive terms to their customers and adopt more aggressive pricing policies than we do. Additionally, some of our competitors have higher margins and/or lower operating cost structures, allowing them to price more aggressively. There can be no assurance that we will be able to compete effectively with current or future competitors or that the competitive pressures we face will not have a material adverse effect on our business, financial condition and results of operations.

We rely on our partners for product availability, competitive products to sell and marketing funds and purchasing incentives, which can and do change significantly in the amounts made available and the requirements year over year. We acquire products for resale both directly from manufacturers and publishers and indirectly through distributors, and the loss of a significant partner relationship could cause a disruption in the availability of products to us. We typically do not have long-term contracts with our vendor partners. As such, many of these arrangements with partners are easily terminable, and there can be no assurance that manufacturers and publishers will continue to sell or will not limit or curtail the availability of their product to resellers like us. Additionally, we act as a paid pass-through agent in EMEA for certain clients and their vendors. There is no contractual requirement or guarantee that our clients and these vendors will continue to use us an agent in this capacity. The loss of, or change in business relationship with, any of our key vendor partners could negatively impact our business.

In addition, certain manufacturers, publishers and distributors provide us with substantial incentives in the form of rebates, marketing funds and other investments, purchasing incentives, early payment discounts, referral fees and price protections (collectively, “partner funding”). Partner funding is used to offset, among other things, inventory costs, costs of goods sold, marketing costs and other operating expenses. Certain of these funds are based on our volume of sales or purchases, growth rate of net sales, increases in client usage, or purchases and marketing programs. If we do not meet the goals of these programs or if we are not in compliance with the terms of these programs, there could be a material negative effect on the amount of incentives offered or paid to us by manufacturers and publishers. We regularly experience partner funding program changes that reduce the incentives many partners make available to us and that change the requirements for earning such incentives. Recent changes in incentives for cloud-based solutions impacted our results. If we are unable to react timely to remediate and effectively respond to these changes in the partner funding programs of publishers and manufacturers, including the elimination of, or significant reductions in, partner funding for some of the activities for which we have been compensated in the past, the changes could have a material adverse effect on our business, financial condition and results of operations. This is especially true in connection with the incentive programs of our largest partners: Microsoft, TD Synnex, Google, Cisco Systems, and Ingram Micro. There can be no assurance that we will continue to receive such incentives in the future.

We may not be able to keep pace with rapidly evolving technological advances and the evolving competitive marketplace in which we sell our service offerings. Our success depends on our ability to continue to develop and implement services and solutions that anticipate and respond to rapid and continuing changes in technology and market demand to serve the needs of our clients. For example, cloud, security, and digital-related solutions are continuously evolving, and there is rapid development and technological evolution in areas such as IoT, edge-computing, computer vision, advanced machine learning and AI (including Gen AI and agentic AI), automation, augmented reality, blockchain and as-a-service solutions. If we do not invest sufficiently

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in new technologies, effectively market our capabilities with respect to such technologies, or successfully adapt to industry developments and evolving client demand at sufficient speed and scale, we may be unable to develop or maintain a competitive advantage in the market and execute on our growth strategy and initiatives, which could have a material adverse effect on our business.

General economic and political conditions, including unfavorable conditions in a particular region, business or industry sector, may lead our clients to delay or forgo investments in IT hardware, software and services. Weak economic conditions generally or any broad-based reduction in IT spending would adversely affect our business, operating results and financial condition. A prolonged slowdown in the global economy, including the possibility of recession or financial market instability or similar crisis, or in a particular region or business or industry sector related to tariffs and trade policies or otherwise, or the tightening of credit markets, could cause our clients to have difficulty accessing capital and credit sources, delay contractual payments, or delay or forgo decisions to upgrade or add to their existing IT environments, license new software or purchase products or services (particularly with respect to discretionary spending for hardware, software and services). Such events could have a material adverse effect on our business, financial condition and results of operations. Economic or industry downturns could result in longer payment cycles, increased collection costs and defaults in excess of our expectations. A significant deterioration in our ability to collect on accounts receivable could also impact the cost or availability of financing under our accounts receivable securitization program.

Our sales to public sector clients are also impacted by government spending policies, government shutdowns, budget priorities and revenue levels. An adverse change in government spending policies (including budget cuts at the federal, state and local level), budget priorities or revenue levels could cause our public sector clients to reduce their purchases or to terminate or not renew their contracts with us. These possible actions or the adoption of new or modified procurement regulations or practices could have a material adverse effect on our business, financial position and results of operations.

Worldwide economic conditions and market volatility as a result of political leadership in certain countries and other disruptions to global and regional economies and markets, including increases in inflation and interest rates, the effects of tariffs and other trade restrictions, the possibility of recession, trade disputes or financial market instability, may impact future business activities . External factors, such as potential terrorist attacks, acts of war, geopolitical and social turmoil or epidemics and other similar outbreaks in many parts of the world, could prevent or hinder our ability to do business, increase our costs and negatively affect our stock price. More generally, these geopolitical, social and economic conditions could result in increased volatility in the United States and worldwide in financial markets and in the economy, as well as other adverse impacts. Potential impacts related to conflicts, such as those ongoing in Ukraine and the Middle East, include further market disruptions, including significant volatility in commodity prices, credit and capital markets, supply chain and logistics disruptions, adverse global economic conditions resulting from escalating geopolitical tensions and tariffs, volatility and fluctuations in foreign currency exchange rates and interest rates, inflationary pressures on raw materials and heightened cybersecurity threats, all of which could adversely impact our business, particularly our European operations.

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Changes in the IT industry and/or rapid changes in technology may reduce demand for the IT hardware, software and services we sell or change who makes purchasing decisions for IT hardware, software and services. Our results of operations are influenced by a variety of factors, including the condition of the IT industry, shifts in demand for, or availability of, IT hardware, software, peripherals and services, and industry innovation and the introduction of new products and technologies. The IT industry is characterized by rapid technological change and the frequent introduction of new products and changing delivery channels and models, which can decrease demand for current products and services and can disrupt purchasing patterns. If we fail to react effectively and in a timely manner to such changes, we may experience lower sales and, with respect to hardware, as has occurred we may have to record write-downs of obsolete inventory. In addition, in order to satisfy client demand, protect ourselves against product shortages, obtain greater purchasing discounts and react to changes in original equipment manufacturers’ terms and conditions, we may decide to carry inventory of products that may have limited or no return privileges. There can be no assurance that we will be able to avoid losses related to inventory obsolescence on these products. Additionally, if purchasing power within our clients shifts from centralized procurement functions to business units or individual end users and we are unable to react timely to any such changes, these shifts in purchasing power could have a material adverse effect on our business, financial conditions and results of operations.

The cloud and “as-a-service” models are transforming the IT market and introducing new products, services and competitors to the market. In many cases, these new distribution models allow enterprises to obtain the benefits of commercially licensed, internally operated software with less complexity and lower initial set-up, operational and licensing costs, which increases competition for us. There can be no assurance that we will be able to adapt to, or compete effectively with, current or future distribution channels or competitors or that the competitive pressures we face will not have a material adverse effect on our business, financial condition and results of operations.

Failure to provide high quality services to our clients could adversely affect our reputation, brand, business, results of operations or cash flows. Our services include professional, managed, configuration and partner services as well as warranties. In addition, we deliver and manage mission critical software, systems and network solutions for our clients. We also offer certain services, such as implementation and installation services and repair services, to our clients through various third-party service providers engaged to perform these services on our behalf. If we or our third-party service providers fail to provide high quality services to our clients or such services result in an unplanned disruption of our clients' businesses, this could, among other things, result in legal claims and proceedings and liability for us. As we expand our services and solutions offerings and provide increasingly complex services and solutions, we may be exposed to additional operational, regulatory and other risks. We could also incur liability for failure to comply with the rules and regulations applicable to new services and solutions we provide to our clients. The occurrence of any of the aforementioned could adversely affect our reputation, brand, business, results of operations or cash flows.

We rely on independent shipping companies for delivery of products and are subject to price increases or service interruptions from these carriers. We generally ship hardware products to our clients by FedEx, United Parcel Service and other commercial delivery services and invoice clients for delivery charges. If we are unable to pass on to our clients current costs and future increases in the cost of commercial delivery services, our profitability could be adversely impacted. Additionally, strikes, inclement weather, natural disasters, public health issues such as pandemics or endemics, terrorist attacks or other service interruptions sustained by such shippers could adversely impact our ability to deliver products on a timely basis. Such events could have a material adverse effect on our business, financial condition and results of operations.

There are risks associated with our international operations that are different than the risks associated with our operations in the United States, and our exposure to the risks of a global market could hinder our ability to maintain and expand international operations. Outside of the United States, we have operation centers in Armenia, Australia, Canada, France, Germany, India, the Netherlands, the Philippines, Ukraine and the United Kingdom, as well as sales offices throughout EMEA and APAC. In the regions in which we do not currently have a physical presence, we serve our clients through strategic relationships. We have begun expanding our presence in the Middle East, which presents additional complications and opportunities. In implementing our international strategy, we may face barriers to entry and competition from local companies and other companies that already have established global businesses, as well as the risks generally associated with conducting business internationally.

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The success and profitability of international operations are subject to numerous risks and uncertainties, many of which are outside of our control, such as:

• political or economic instability, including the possibility of recession or financial market instability, or acts of war;

• changes in governmental regulation or taxation (foreign and domestic);

• currency exchange fluctuations;

• changes in import/export laws, regulations, customs, duties and tariffs (foreign and domestic);

• trade restrictions (foreign and domestic);

• difficulties of conducting business, managing operations, and costs of staffing in certain foreign countries;

• work stoppages or other changes in labor conditions;

• taxes and other restrictions on repatriating foreign profits back to the United States;

• extended payment terms;

• seasonal reductions in business activity in some parts of the world; and

• natural disasters, terrorism, civil unrest, public health issues such as pandemics or endemics and other geopolitical uncertainties.

In addition, changes in policies and/or laws of the United States or foreign governments, including data privacy restrictions such as the General Data Protection Regulation (“GDPR”) resulting in, among other changes, higher taxation, tariffs or similar protectionist laws, currency conversion limitations, limitations on business operations, or the nationalization of private enterprises could reduce the anticipated benefits of international operations and could have a material adverse effect on our business, financial condition and results of operations.

We have currency exposure arising from both sales and purchases denominated in foreign currencies, including intercompany transactions outside the United States. International operations also expose us to currency fluctuations as we translate the financial statements of our foreign operations to the U.S. dollar, which has been very strong in recent years in foreign currency exchange rates and which has, at times, adversely impacted our results of operations and cash flows from our operations in EMEA. In addition, some currencies may be subject to limitations on conversion into other currencies, which can limit the ability to otherwise react to rapid foreign currency devaluations. While we currently engage in certain hedging activities to limit our exposure to currency fluctuations, we cannot predict with precision the effect of future exchange-rate fluctuations, and significant rate fluctuations could have a material adverse effect on our business, financial condition and results of operations.

The interruption of the flow of products from our suppliers could disrupt our supply chain. Our business depends on the timely supply of products in order to meet the demands of our clients. Manufacturing interruption or delays, including as a result of the financial instability or bankruptcy of manufacturer, labor and supply shortages, significant labor disputes such as strikes, natural disasters (which may increase in number or severity as a result of climate change), political or social unrest, public health issues, such as pandemics or endemics, or other adverse occurrences affecting our suppliers' facilities, could disrupt our supply chain. We have previously experienced and could in the future experience product constraints due to the failure of suppliers to accurately forecast demand, or to manufacture sufficient quantities of product to meet demand (including as a result of shortages of product components), among other reasons.

A natural disaster or other adverse occurrence at one of our primary facilities could damage our business. We have warehouse and distribution facilities in the United States and Canada and in the United Kingdom and Germany. If the warehouse and distribution equipment at one of our distribution centers were to be seriously damaged, or negatively impacted, by a natural disaster, act of terrorism, or public health issue or other adverse occurrence, we could utilize another distribution center or third-party distributors to ship products to our clients. However, this may not be sufficient to avoid interruptions in our service and may not enable us to meet all of the needs of our clients and would cause us to incur incremental operating costs. In addition, we operate numerous sales offices which may contain both business-critical data and confidential information of our clients. A natural disaster, act of terrorism, or public health issue or other adverse occurrence at any of our major sales offices could also negatively impact our business, results of operations or cash flows.

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Risks Related to Our Technology, Data and Intellectual Property

Disruptions in our IT systems and voice and data networks could affect our ability to service our clients and cause us to incur additional expenses. We believe that our success to date has been, and future results of operations will be, dependent in large part upon our ability to provide prompt and efficient service to our clients. Our ability to provide that level of service is largely dependent on the ease of use, accuracy, quality and utilization of our IT systems, which impacts our ability to manage our sales, client service, distribution, inventories and accounting systems, and the reliability of our voice and data networks and managed services offerings. If our current technology is determined to have a shorter economic life or the value of our current system is impaired, or necessary improvements to our technology are significantly delayed, we could incur additional expense and/or charges. The continuing development of our IT systems is crucial for our success. Accordingly, some of our IT systems are subject to ongoing IT projects designed to streamline or optimize the information systems. In addition, a substantial interruption in our IT systems or in our voice and data networks, however caused, could occur and could have a material adverse effect on our business, financial condition and results of operations.

Cyberattacks, data incidents and breaches in the security (i) of our information systems and networks, (ii) of the products we sell and services we provide, and (iii) of the electronic and confidential information in our possession could materially adversely impact our financial condition, results of operations, reputation, and relationships with clients, partners, vendors, and teammates. We are dependent upon automated information technology processes. Privacy, security, and compliance concerns have continued to increase as technology has evolved to facilitate commerce and as cross-border commerce increases. As part of our normal business activities, we collect and store or have access to certain proprietary confidential, and personal information, including information about teammates and information about partners, vendors, and clients which may be entitled to protection under a number of regulatory regimes. In the course of normal and customary business practice, we may share some of this information with vendors and partners who assist us with certain aspects of our business. Moreover, the success of our operations depends upon the secure transmission of confidential and personal data over public networks, including the use of cashless payments. The protection and security of our network systems, our clients’ systems, applications, and platforms to which we have access, and our own information, as well as information relating to our clients, partners, vendors, and teammates, is vitally important to us as the compromise, loss, theft, misuse, or unauthorized access to such networks or information could lead to significant reputational or competitive harm, result in litigation involving us or our business partners, expose us to regulatory proceedings, and cause us to incur substantial liability or expenses.

As with many other businesses, we, our third-party service providers and a number of our vendors have been and are continually subject to cyberattacks and the risk of data security incidents, the frequency, intensity, and sophistication of which continue to increase year over year. Due to the constant risk of these types of attacks and incidents, we expend significant resources on information technology and data security tools, measures, and processes designed to protect our networks, systems, services, and the personal, confidential or proprietary information in our possession, and to ensure an effective response to any cyber-attack or data security incident. We have privacy and data security policies in place that are designed to detect, prevent, and/or mitigate cyberattacks and data security incidents. Whether or not these policies, tools, and measures are ultimately successful, the expenditures could have an adverse impact on our financial condition and results of operations, and divert management’s attention from pursuing our strategic objectives. As newer technologies evolve, and the portfolio of the service providers we share confidential information with grows, we could be exposed to increased risks from cyberattacks, data security events, and data breaches, including those from human error, negligence or mismanagement or from illegal or fraudulent acts.

Although we take the security of our network systems and information very seriously, there can be no assurance that the security measures we employ will effectively prevent unauthorized persons from obtaining unauthorized access to our systems and information due to the evolving nature and intensity of cyberattacks and threats to data security. New and sophisticated tools and methods are constantly being developed by criminals and cyber terrorists to penetrate and compromise systems, including computer viruses, malware, ransomware, phishing, misrepresentation, social engineering and forgery, which make it increasingly challenging to anticipate, harder to detect, and more difficult to adequately mitigate these risks. Malicious individuals, organizations, and nation-state threat actors have and may continue to attempt to penetrate or compromise our network systems, the products we sell, or services we and our third-party contractors provide in order to access, acquire, misappropriate, disclose, alter, or otherwise compromise our teammates’, clients’, and partners’ proprietary,

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confidential, technical business, and/or personal information in our possession or to which we have access, create system disruptions, cause system or operations shutdowns or perpetrate secondary attacks against our clients, partners, and teammates. Such individuals or organizations also may develop or deploy viruses, worms, ransomware or otherwise exploit security vulnerabilities of our systems or our product offerings, or attempt to fraudulently induce our employees, clients or others to disclose passwords or other sensitive information or unwittingly provide access to our systems, data, or client environments.

Any failure on the part of us, our third-party service providers or our vendors to maintain the security of our network systems and the proprietary, confidential, and personal data in our possession, including via the penetration of our network security and attempted or actual misappropriation, disclosure, alteration, or compromise of proprietary, confidential and personal information, could disrupt the security of our systems and business applications, as well as impair our ability to provide services to our clients and protect the privacy of their data. These disruptions could further result in costly investigations and remediation, business disruption, damage to our reputation, financial obligations to third parties, fines, penalties, regulatory proceedings and private litigation with potentially large costs, and also result in deterioration in our teammates’, partners’ and clients’ confidence in us and other competitive disadvantages, and thus could have a material adverse effect on our business, financial condition and results of operations.

Some of the hardware and software products we resell could have defects, viruses, vulnerabilities, or otherwise be the subject of cyberattacks, data security events, or data breaches. We would consider the consequences of such attacks to be the responsibility of the respective manufacturers and publishers of such products, however, if such circumstances were to arise, we may be required to notify clients, regulators and individuals and thereby could be subject to litigation, regulatory inquiry, loss of business, and reputational harm.

We may not be able to protect our intellectual property adequately, and we may be subject to intellectual property infringement claims. To protect our intellectual property, we rely on copyright, trademark and trade secret laws, unpatented proprietary know-how, and patents, as well as confidentiality, invention assignment, non-solicitation and non-competition agreements. There can be no assurance that these measures will afford us sufficient protection of our intellectual property, and it is possible that third parties may copy or otherwise obtain and use our proprietary information without authorization or otherwise infringe on our intellectual property rights. The disclosure of our trade secrets could impair our competitive position and could have a material adverse effect on our business, financial condition and results of operations. In addition, our registered trademarks and trade names are subject to challenge by third parties. This may impact our ability to continue using those marks and names. Likewise, many businesses are actively investing in, developing and seeking protection for intellectual property in the areas of search, indexing, e-commerce and other Web-related technologies, as well as a variety of on-line business models and methods, all of which are in addition to traditional research and development efforts for IT products and application software, and non-practicing entities continue to invest in acquiring patent portfolios for the purpose of turning the portfolios into income-generating assets, whether through licensing campaigns or litigation. If there is a determination that we have infringed the proprietary rights of others, we could incur substantial monetary liability, be forced to stop selling infringing products or providing infringing services, be required to enter into costly royalty or licensing agreements, if available, or be prevented from using the rights, which could force us to change our business practices or hardware, software or services offerings in the future. These types of claims and challenges could have a material adverse effect on our business, financial condition and results of operations.

The development, adoption and use of Gen AI and agentic AI may result in increased liability exposure and competitive risk. The development, adoption, and use of Gen AI and agentic AI technologies are complex and still in their early stages, and there are technical challenges associated with achieving the desired level of accuracy, efficiency, and reliability. For example the systems that we deploy may be flawed or may be based on datasets that are biased or insufficient. In addition, any latency, disruption, or failure in our systems could result in vulnerabilities, delays or errors in our offerings and compromise the integrity, security, or privacy of the generated content and applicable infrastructure. These limitations or failures could result in reputational damage, legal liabilities, increased regulatory scrutiny, or loss of client confidence which, in turn, could result in lower than anticipated demand and have a material adverse effect on our business, financial condition and results of operations .

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Risks Related to Regulatory and Legal Matters

We are exposed to risks from legal proceedings and client audits and failure to comply with the laws and regulations applicable to our operations could adversely impact our business, results of operations or cash flows. We are party to various legal proceedings that arise in the ordinary course of our business, which include commercial, employment, tort and other litigation. Because of our significant sales to governmental entities, we also are subject to audits by federal, state, international, national, provincial and local authorities in the ordinary course of our business. We also are subject to and currently engaged in audits by various vendor partners and large clients, including government agencies, relating to purchases and sales under various contracts. In addition, we are subject to indemnification claims under various contracts. Current and future litigation, infringement claims, governmental proceedings and investigations, audits or indemnification claims that we face may result in substantial costs and expenses and significantly divert the attention of our management regardless of the outcome. Additionally, our operations are subject to numerous U.S. and foreign laws and regulations in a number of areas including areas of labor and employment, advertising, e-commerce, tax, import and export requirements, anti-corruption, data privacy requirements, including data privacy restrictions such as the GDPR or the California Consumer Privacy Act (“CCPA”), data breach notification laws, and certain data security regulations, anti-competition, and environmental, health, and safety. Compliance with these laws, regulations and similar requirements may be onerous and expensive, and they may be inconsistent from jurisdiction to jurisdiction, further increasing the cost of compliance and doing business, and the risk of noncompliance. We have implemented policies and procedures designed to help ensure compliance with applicable laws and regulations, but there can be no guarantee against teammates, contractors, or agents violating such laws and regulations or our policies and procedures.

Our public sector contracts are subject to unique risks and uncertainties, including termination rights, delays in payment, audits and investigations, any of which could have a material adverse effect on our business. Revenue from public sector contracts is derived from sales to federal, state and local governmental entities, as well as to educational institutions, through open market sales and various contractual frameworks and programs. Non-compliance with requisite procurement, billing or ordinance-specific administrative rules, procedures, and processes could subject our contracts to protest or make them voidable regardless of whether we bear any responsibility for non-compliance. This could also subject us to debarment, suspension, or disqualification from doing business with governmental entities, and could also result in civil, criminal, and administrative liability. Public sector contracts can contain one-sided provisions and certifications in favor of public sector clients, including broad indemnification obligations, uncapped liability or liquidated damages obligations, which can impose financial risks that are beyond those associated with ordinary course commercial contracts with non-public sector clients. In addition, public sector contracts may be subject to audits and investigations by government agencies. Public sector contracts are generally terminable at any time for convenience and in some instances contracting agencies are subject to non-appropriation of funding which impairs their ability to pay us for multi-year contract obligations. Any of the foregoing or any other reduction in revenue from public sector clients could have a material adverse effect on our business, financial condition, and results of operations.

Changes in, interpretations of, or enforcement trends related to tax rules and regulations may adversely affect our effective income tax rates or operating margins and we may be required to pay additional tax assessments. We conduct business globally and file tax returns in various U.S. and foreign tax jurisdictions. Our effective income tax rate could be adversely affected by various factors, many of which are outside of our control, including:

• changes in pre-tax income in various jurisdictions in which we operate that have differing statutory tax rates;

• increases in corporate tax rates and the availability of deductions or credits in the United States and elsewhere;

• changes in tax laws, regulations, and/or interpretations of such tax laws in multiple jurisdictions, including but not limited to U.S. federal and state regulations or interpretations and enforcement trends;

• tax effects related to acquisition accounting; and

• resolutions of issues arising from tax examinations and any related interest or penalties.

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The determination of our worldwide provision for income taxes and other tax liabilities requires estimation, judgment and complex calculations in situations where the ultimate tax determination may not be certain. Our determination of tax liabilities is always subject to review or examination by tax authorities in various jurisdictions. Any adverse outcome of such review or examination could have a material adverse effect on our financial condition and results of operations.

Risks Related to Our Indebtedness

We have a substantial amount of indebtedness, which could have important consequences to our business. We have a substantial amount of indebtedness. As of December 31, 2025, we had $1,361.3 million of total long-term debt outstanding, as defined by U.S. generally accepted accounting principles (“GAAP”), and an additional $225.0 million of obligations outstanding under our inventory financing agreements. At December 31, 2025, $493.1 million of our outstanding debt relates to our 6.625% Senior Unsecured Notes that mature in May 2032 (the "Senior Notes") . We also have the ability to borrow an additional $1.1 billion under our senior secured credit facility as of December 31, 2025. Our substantial indebtedness could have important consequences, that could have a material adverse effect on our business, financial condition and results of operations, including the following:

• requiring us to dedicate a substantial portion of our cash flow from operations to debt service payments on our and our subsidiaries’ debt, which reduces the funds available for working capital, capital expenditures, acquisitions and other general corporate purposes;

• requiring us to comply with restrictive covenants in our senior secured debt facility, which limits the manner in which we conduct our business;

• limiting our flexibility in planning for, or reacting to, changes in the industry in which we operate;

• placing us at a competitive disadvantage compared to any of our less-leveraged competitors;

• increasing our vulnerability to both general and industry-specific adverse economic conditions; and

• limiting our ability to obtain additional debt or equity financing to fund future working capital, capital expenditures, acquisitions or other general corporate requirements and increasing our cost of borrowing.

Our acquisition strategy may increase our outstanding debt and interest expense and decrease the availability under our financing facilities, all of which could have a material adverse effect on our results of operations and financial condition. To fund our acquisition initiatives, we increase our total borrowings from time to time, such as with the recent acquisitions of Inspire11 and Sekuro. These additional borrowings have the effect of increasing our future interest expenses and require escalating amortization payments. Additionally, certain of our financing facilities have interest rates that vary based on market conditions and on utilization, which increases our exposure to interest rate fluctuations and may result in greater interest expense than we have forecasted.

Our financing facilities contain covenants that we must comply with in order to avoid an occurrence of an event of default. The covenants include, among other things, limitations on the payment of dividends and compliance with certain minimum fixed charge ratio and minimum receivables requirements, as well as meeting monthly, quarterly and annual reporting requirements. Our ability to maintain compliance with our financial covenants and to make scheduled payments on our financing facilities depends on our financial and operating performance. If we were unable to maintain compliance or to repay the borrowed amounts, the lenders under our financing facilities could declare an event of default and demand payment within a specified period of time.

General Risk Factors

Our future operating results may fluctuate significantly. Our operating results are highly dependent upon our level of gross profit as a percentage of net sales, which fluctuates due to numerous factors, including changes in prices from partners, changes in the amount and timing of partner funding, volumes of purchases, changes in client mix, management of our cash conversion cycle, the relative mix of products and services sold during the period, general competitive conditions, and strategic product and services pricing and purchasing actions. As a result of significant price competition, our high mix of hardware sales, and our higher concentration of large enterprise clients, our gross margins have been relatively low. We expect our gross margins to improve as our mix of services and solutions increase. Increased competition arising from industry consolidation and low demand for certain IT products and services may hinder our ability to maintain or improve our gross margins. These low gross margins magnify the impact of variations in revenue and operating costs on our operating

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results. In addition, our expense levels are based, in part, on anticipated net sales and the anticipated amount and timing of partner funding, and a portion of our operating expenses are relatively fixed. Therefore, we may not be able to reduce spending quickly enough to compensate for any unexpected net sales shortfall, and we may not be able to reduce our operating expenses as a percentage of revenue to mitigate any further reductions in gross margins in the future. If we cannot proportionately decrease our cost structure, our business, financial condition and results of operations could be impacted. In addition, a reduction in the amount of credit granted to us by our partners could increase our need for and cost of working capital and have a material adverse effect on our business, financial condition and results of operations.

Contractual disputes or collection matters with our clients and third-party suppliers could be costly, time-consuming, and harm our business and reputation. Our business is contract intensive and we are party to contracts with our clients and suppliers in all of our regions. Our contracts can contain a variety of terms, including passthrough terms from our suppliers, data security and privacy obligations, indemnification obligations, and regulatory requirements. Contract terms may not always be standardized across our clients and suppliers and can be subject to differing interpretations, which could result in disputes from time to time. Our contracts with clients may also include indemnification provisions under which we agree to indemnify for losses incurred as a result of claims of third-party intellectual property rights infringement or other violations of intellectual property rights, damages caused by us to property or persons, or other liabilities relating to or arising from sale of our solutions or the resale of our suppliers’ hardware, cloud, software, and services. Large contract damages payments could harm our business, reputation, operating results, and financial condition. Any dispute or collection matter with respect to such obligations could have adverse effects on our relationships with existing or potential clients and suppliers, and harm our business, financial condition, reputation, and operating results.

We depend on certain key management personnel and our ability to attract, train and retain skilled teammates to satisfy client demand, including highly skilled technical resources with experience in key digital areas. We rely on key management and qualified engineering, marketing, and sales teammates to execute our strategy to grow profitable market share. Competition for skilled and non-skilled workers in the IT industry is intense and there are risks of sustained labor shortages in key digital areas across various regions. If we are unable to continue to attract and retain highly qualified executives, management, sales, service and technical teammates, it could have a material adverse effect on our business, financial condition and results of operations. In addition, we are in the process of recruiting and hiring a new Chief Executive Officer and will be subject to risks related to the Company being able to attract a qualified candidate and management risks in transitioning to a new Chief Executive Officer, once hired. We make significant investments, and incur significant costs, in the recruitment and development of our leadership team, sales executives, solution architects, services engineers, project managers and other IT resources. If we are not able to retain such personnel or to train them quickly enough to meet changing market conditions, we could experience a drop in the overall quality and efficiency of our teammates, which could have a material adverse effect on our business, financial condition and results of operations. Furthermore, if we are unable to maintain an environment for teammates that is competitive and appealing, it could have an adverse effect on engagement and retention, and a material adverse effect on our business.

The acquisition, integration and operation of acquired businesses may disrupt our business and create additional expenses, and we may not achieve the anticipated benefits of the acquisitions. In connection with our strategic initiatives, we regularly acquire new businesses to expand our technical capabilities, product and service offerings and client base and to realize cost savings. All acquisitions entail various risks such as difficulties in realizing the intended benefits of the acquired business, exposure to unexpected liabilities, difficulties in retaining key employees and adverse client reactions. In addition, integration of an acquired business involves numerous risks, including assimilation of operations of the acquired business and difficulties in the convergence of IT systems, the diversion of management’s attention from other business concerns, risks of entering markets in which we have had no or only limited direct experience, assumption of unknown or unquantifiable liabilities, the potential loss of key clients, difficulties assimilating and retaining teammates of those businesses into our culture and organizational structure, difficulties in completing strategic initiatives already underway in the acquired company, and unfamiliarity with partners of the acquired company, each of which could have a material adverse effect on our business, results of operations and financial condition. The continued integration activities of the acquired businesses into our business are difficult and time consuming, and we may be unable to achieve expected synergies and operating efficiencies over the long term. We cannot assure that these risks or other unforeseen factors will not offset the intended benefits of the acquisitions, in whole or in part.

INSIGHT ENTERPRISES, INC.

Future sales of the Company’s common stock or equity-linked securities in the public market could lower the market price for our common stock. In the future, we may sell additional shares of our common stock or equity-linked securities to raise capital. In addition, a substantial number of shares of our common stock are reserved for issuance upon the exercise of outstanding stock options and the vesting of outstanding restricted stock units as well as for future issuances under our equity incentive plan. We cannot predict the size of future issuances or the effect, if any, that they may have on the market price for our common stock. The issuance and sale of substantial amounts of common stock or equity-linked securities, or the perception that such issuances and sales may occur, could adversely affect the market price of our common stock and impair our ability to raise capital through the sale of additional equity or equity-linked securities.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of our operations should be read in conjunction with the Consolidated Financial Statements and notes thereto included in Part II, Item 8 of this report. Our actual results could differ materially from those contained in forward-looking statements due to a number of factors, including those discussed in “Risk Factors” in Part I, Item 1A and elsewhere in this report.

Overview

Today, every business is a technology business. At Insight, we accelerate transformation by unlocking the power of people and technology. We turn complexity into clarity, helping clients achieve meaningful business outcomes and drive real results at scale. We serve these clients in North America; Europe, the Middle East and Africa (“EMEA”); and Asia-Pacific (“APAC”). As a Fortune 500-ranked Solutions Integrator, we deliver secure, end-to-end digital transformation and meet the needs of our clients through a comprehensive portfolio of solutions, far-reaching partnerships and 37 years of broad IT expertise. We amplify our solutions and services with global scale, local expertise and our e-commerce experience, enabling our clients to realize their digital ambitions in multiple ways. Our offerings in North America and certain countries in EMEA and APAC include hardware, software and services, including cloud solutions. Our offerings in the remainder of our EMEA and APAC segments consist largely of software and certain software-related services and cloud solutions.

Full year 2025 financial and operational highlights included the following:

• We reported gross profit of $1.8 billion and record gross margin of 21.4%, primarily driven by margin expansion in North America and EMEA.

• We generated cash flows from operations of $303.8 million.

• We strengthened our capabilities through two strategic acquisitions: Inspire11, enhancing our AI and data expertise, and Sekuro, expanding cybersecurity and digital resilience across APAC.

On a consolidated basis, for the year ended December 31, 2025:

• Net sales of $8.2 billion decreased 5% compared to 2024.

• Gross profit of $1.8 billion was relatively flat compared to 2024.

• Consolidated gross margin expanded approximately 110 basis points to a record 21.4% of net sales in 2025. This increase reflects expansion in margin from services net sales, primarily from growth in other agency transactions and Insight Core services.

• Earnings from operations decreased to $334.9 million in 2025, a decrease of 14% compared to the prior year, which represented 4.1% of net sales.

• Our effective tax rate in 2025 was 30.3%, compared to our effective tax rate of 25.0% in 2024.

• Net earnings and diluted net earnings per share were $157.3 million and $4.86, respectively, in 2025. In 2024, we reported net earnings of $249.7 million and diluted net earnings per share of $6.55.

The results of operations for 2025 include the following items:

• severance and restructuring expenses, net of $37.1 million, $27.6 million net of tax;

• acquisition and integration related expenses of $3.6 million, $3.0 million net of tax; and

• the repurchase of approximately 1.2 million shares of the Company’s common stock for an aggregate cost of $151.1 million.

The results of operations for 2024 include the following items:

• severance and restructuring expenses, net of $31.6 million, $24.2 million net of tax;

• acquisition and integration related expenses of $2.7 million, $2.5 million net of tax; and

• the repurchase of approximately 1.0 million shares of the Company’s common stock for an aggregate cost of $200.0 million.

In discussing financial results for 2025 and 2024, the Company refers to certain financial measures that are adjusted from the financial results prepared in accordance with GAAP. When referring to non-GAAP measures, the Company refers to them as “Adjusted.” See the "Use of Non-GAAP Financial Measures" section below for additional information and a reconciliation of such non-GAAP measures to the most directly comparable GAAP financial measures.

INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

Throughout the “Overview” and “Results of Operations” sections of this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” we refer to changes in net sales, gross profit,earnings from operations and Adjusted earnings from operations in EMEA and APAC excluding the effects of fluctuating foreign currency exchange rates, which are also considered to be non-GAAP measures. We believe providing this information excluding the effects of fluctuating foreign currency exchange rates provides valuable supplemental information to investors regarding our underlying business and results of operations, consistent with how we, including our management, evaluate our performance. In computing the changes in amounts and percentages, we compare the current period amount as translated into U.S. dollars under the applicable accounting standards to the prior period amount in local currency translated into U.S. dollars utilizing the weighted average translation rate for the current period. The performance measures excluding the effects of fluctuating foreign currency exchange rates should not be considered a substitute for, or superior to, the measures of financial performance prepared in accordance with GAAP.

Net of tax amounts referenced above were computed using the statutory tax rate for the taxing jurisdictions in the operating segment in which the related expenses were recorded, adjusted for the effects of valuation allowances on net operating losses in certain jurisdictions.

During 2025, we generated $303.8 million of cash from operating activities and primarily utilized cash for strategic acquisitions, to repurchase shares of our common stock, to repay debt, to fund the cash settlement of a portion of warrants (the "Warrants") relating to certain hedge and warrant transactions (the "Call Spread Transactions") entered into in connection with the issuance of our convertible senior notes that matured in 2025 (the "Convertible Notes") and for payment of earnouts and other acquisition related payments. We had net borrowings of $818.8 million under our ABL facility. We ended the year with $358.0 million of cash and cash equivalents and $1,361.3 million of debt outstanding under our long-term debt facilities.

Details about segment results of operations can be found in Note 20 to the Consolidated Financial Statements in Part II, Item 8 of this report.

Our discussion and analysis of financial condition and results of operations is intended to assist in the understanding of our consolidated financial statements, including the changes in certain key items in those consolidated financial statements from year to year and the primary factors that contributed to those changes, as well as how certain critical accounting estimates affect our consolidated financial statements.

Supply Chain, Demand and Inflation Update

We believe inflation contributed to sustained high interest rates on all of our variable rate borrowing facilities throughout 2025, consistent with the prior year period. While these interest rates are expected to continue to moderately decrease going forward, we continue to anticipate higher than historical rates in 2026. We are actively monitoring changes to the global macroeconomic environment, including those impacting our supply chain, demand for our products whether due to tariffs or otherwise and interest rates, and assessing the potential impacts these challenges may have on our current results, financial condition and liquidity. We are also mindful of the potential effects these conditions could have on our clients, partners and prospects as we enter 2026.

INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

RESULTS OF OPERATIONS

The following table sets forth certain financial data as a percentage of net sales for the years ended December 31, 2025 and 2024:

Net sales

Costs of goods sold

Gross profit

Operating expenses:

Selling and administrative expenses

Severance and restructuring expenses and acquisition-related expenses, net

Earnings from operations

Non-operating expense, net

Earnings before income taxes

Income tax expense

Net earnings

Our gross profit across the business and related to product versus services sales are, and will continue to be, impacted by partner incentives, which can and do change significantly in the amounts made available and the related product or services sales being incentivized by the partner. Incentives from our largest partners are significant and changes in the incentive requirements, which occur regularly, could impact our results of operations to the extent we are unable to effectively shift our focus and efficiently respond to them. For example, recent changes in incentives for certain cloud-based solutions adversely impacted our results of operations in 2025. For a discussion of risks associated with our reliance on partners, see “Risk Factors – Risks related to Our Business, Operations and Industry – We rely on our partners for product availability, competitive products to sell and marketing funds and purchasing incentives, which can and do change significantly in the amounts made available and the requirements year over year,” in Part I, Item 1A of this report.

Our results of operations include the results of Infocenter, Inspire11 and Sekuro from their respective acquisition dates.

2025 Compared to 2024

Net Sales. Net sales decreased 5%, or $0.5 billion, in 2025 compared to 2024. Net sales of products (hardware and software) decreased 7%, year to year, while net sales of services increased 2%, year over year, in 2025 compared to 2024. Our net sales by operating segment for 2025 and 2024 were as follows (dollars in thousands):

% Change

North America

EMEA

APAC

Consolidated

INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

Our net sales by offering category for North America for 2025 and 2024 were as follows (dollars in thousands):

North America

Sales Mix

% Change

Hardware

Software

Services

Net sales in North America decreased 6%, or $400.0 million, in 2025 compared to 2024. This net decrease reflects decreases in software and services net sales, partially offset by an increase in hardware net sales. Net sales of hardware increased 2%, year over year. Net sales of software and services decreased 27% and 2%, respectively, year to year. The net changes were primarily the result of the following:

• The decrease in software net sales was primarily due to a significant multiyear transaction in the first quarter of 2024 with no comparable transaction in 2025, changes in certain vendor relationships (shifting us from a principal to an agent role), as well as the continued migration of on-premise software to cloud solutions, reported net in services net sales.

• The decrease in services net sales was primarily due to a decrease in certain fees from cloud solution offerings as a result of partner program changes and a decline in sales of Insight Delivered services from our North America organic business. The decrease in sales of Insight Delivered services from our North America organic business was partially offset by an increase in net sales from Infocenter and Inspire11. Our North America organic business excludes Infocenter, which we acquired on May 1, 2024 and excludes Inspire11, which we acquired on October 1, 2025.

• The increase in hardware net sales was primarily due to higher volume of sales to commercial clients due to higher demand for devices.

Our net sales by offering category for EMEA for 2025 and 2024 were as follows (dollars in thousands):

EMEA

Sales Mix

% Change

Hardware

Software

Services

Net sales in EMEA decreased 4% (decreasing 8% when excluding the effects of fluctuating foreign currency exchange rates), or $58.9 million, in 2025 compared to 2024. This net decrease reflects a decrease in software and hardware net sales, partially offset by an increase in services net sales. Net sales of software and hardware were down 12% and 8%, respectively, year to year, partially offset by an increase in services net sales of 20%, year over year. The changes were primarily the result of the following:

• The decrease in software net sales was primarily due to lower volume of sales to large enterprise and public sector clients and the continued migration of on-premise software to cloud solutions, reported net in services net sales .

• The decrease in hardware net sales was primarily due to lower volume of sales to large enterprise, corporate and public sector clients due to lower demand.

• The increase in services net sales was primarily due to increased sales of Insight Delivered services and an increase in other agency net sales, partially offset by a net decrease in fees from cloud solution offerings primarily as a result of partner program changes.

INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

Our net sales by offering category for APAC for 2025 and 2024 were as follows (dollars in thousands):

APAC

Sales Mix

% Change

Hardware

Software

Services

Net sales in APAC increased 2% (increasing 4% when excluding the effects of fluctuating foreign currency exchange rates), or $4.5 million, in 2025 compared to 2024. Net sales of services and hardware increased 5% and 2%, respectively, year over year, partially offset by a decrease in software net sales of 1% year to year. The net changes were primarily the result of the following:

• The increase in services net sales was due to net sales from Sekuro, partially offset by a decrease in services net sales from the APAC organic business combined with net decrease in certain fees from cloud solution offerings primarily as a result of partner program changes. Our APAC organic business excludes Sekuro, which we acquired on October 31, 2025 .

• The slight decrease in software net sales was primarily due to the impact of fluctuating foreign currency rates.

• The slight increase in hardware net sales was due to higher volume of sales to large enterprise and commercial clients.

Net sales by category for North America, EMEA and APAC were as follows for 2025 and 2024:

North America

EMEA

APAC

Sales Mix

Hardware

Software

Services

Gross Profit . Gross profit was relatively flat, decreasing $4.6 million in 2025 compared to 2024, with gross margin expanding approximately 110 basis points to 21.4% of net sales. Our gross profit and gross profit as a percentage of net sales by operating segment for 2025 and 2024 were as follows (dollars in thousands):

% of Net

Sales

% of Net

Sales

North America

EMEA

APAC

Consolidated

North America’s gross profit decreased 3%, or $35.7 million, in 2025 compared to 2024. As a percentage of net sales, gross margin expanded approximately 60 basis points year over year. The year over year net expansion in gross margin was primarily attributable to the following:

• An expansion in services margin year over year of 45 basis points primarily due to margins from increased cloud solution offerings, despite partner program changes as well as margin contributed by increased sales of Insight Delivered services from Infocenter and Inspire11.

• A net increase in product margin of 20 basis points year over year. This increase was primarily due to the decrease in software net sales that typically transact at lower margins than hardware.

INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

EMEA’s gross profit increased 10% (increasing 6% when excluding the effects of fluctuating foreign currency exchange rates), or $30.1 million, in 2025 compared to 2024. As a percentage of net sales, gross margin expanded 320 basis points to 23.9%. The year over year net expansion in gross margin was primarily attributable to the following:

• An expansion in services margin year over year of 424 basis points primarily due to higher margins from increased sales of other agency net sales and Insight Delivered services, partially offset by a net decrease in fees from cloud solution offerings primarily as a result of partner program changes. We acted as a paid pass-through agent in transactions for certain clients and their vendors that expanded into the Middle East beginning in 2025. These transactions are reported net in services net sales as other agency transactions in our consolidated statement of operations.

• A net decrease in product margin of 112 basis points year to year. This decrease was primarily due to lower margins on both hardware and software compared to the prior year.

APAC’s gross profit increased 1% (increasing 3% when excluding the effects of fluctuating foreign currency exchange rates), or $1.0 million, in 2025 compared to 2024. As a percentage of net sales, gross margin decreased by approximately 20 basis points year to year. The contracted gross margin for APAC in 2025 compared to 2024 was due to a decrease in services margins from the APAC organic business, partially offset by services margin contributed from Sekuro.

Our overall gross margins expanded in 2025 compared to 2024, as expected. We believe this trend could continue into future periods as we focus on selling solutions and increasing our services net sales.

Operating Expenses.

Selling and Administrative Expenses. Selling and administrative expenses increased $42.7 million in 2025 compared to 2024. Selling and administrative expenses also increased approximately 140 basis points as a percentage of net sales in 2025 compared to 2024. The overall net increase in expenses reflects a net increase of $51.9 million in other expenses and an increase of $8.6 million in depreciation and amortization expenses, partially offset by a decrease of $9.1 million in personnel costs, including teammate benefits, a decrease of $4.0 million in professional fees and a decrease of $3.3 million in facility expenses.

The net increase in other expenses primarily reflects a net loss on revaluation of earnout liabilities in 2025 of approximately $25.3 million compared to a net gain on revaluation of earnout liabilities of approximately $7.8 million in the prior year. We incurred an impairment loss of approximately $12.6 million on a real estate asset that was reclassified to held for sale in April 2025 with no comparable activity in the prior year.

We also incurred transformation costs in 2025 of $13.1 million compared to $18.4 million in 2024. These transformation costs are unique in nature and are not expected to recur in the longer term. There was a net increase in fees for service agreements of approximately $6.8 million compared to the prior year period. In 2025 we recovered approximately $0.2 million in costs we previously incurred related to a third-party data center service outage that occurred in July 2023 compared to net recoveries in 2024 of approximately $2.1 million in excess of such costs previously incurred. On July 29, 2023, a third-party data center that hosts network environments for certain Insight managed services clients, experienced a security incident that resulted in a service outage at the data center. The incident did not impact any of Insight's information systems, credentials, or data. To support our clients that were impacted, the Company paid for certain equipment and services required to resolve the outage.

The increase in depreciation and amortization expenses reflects higher amortization of intangible assets associated with the Infocenter, Inspire11 and Sekuro acquisitions. The decrease in personnel costs primarily reflects reductions in teammate headcount throughout 2025 compared to 2024, excluding the acquisitions in the fourth quarter of 2025, as well as a reduction in variable compensation related to performance, partially offset by increases from the acquisitions of Inspire11 and Sekuro. The decrease in professional fees primarily reflects reductions in activity and consulting projects, year over year. The decrease in facility expenses is primarily due to the reduction in leased offices in 2025 compared to 2024.

INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

Severance and Restructuring Expenses, Net. During 2025, we recorded severance and restructuring expenses, net of adjustments, totaling $37.1 million compared to $31.6 million in 2024. The increase was primarily due to strategic changes in our North America operating segment business resulting in the realignment of certain roles and responsibilities and reductions in workforce. Total severance and restructuring expenses of $34.0 million incurred in 2024 were partially offset by net gains on the sale of properties due to restructuring of $2.4 million.

Acquisition and Integration-related Expenses . During 2025, we incurred $3.6 million in direct third-party costs primarily related to the acquisition of Inspire11 and Sekuro. During 2024, we incurred $2.7 million in direct third-party costs primarily related to the acquisition of Infocenter. See Note 21 to the Consolidated Financial Statements in Part II, Item 8 of this report for further discussion of our acquisitions. As we

execute our acquisition strategy, we expect to incur additional acquisition and integration related expenses.

Earnings from Operations. Earnings from operations decreased 14%, or $53.7 million, year to year, in 2025 compared to 2024. Our earnings from operations and earnings from operations as a percentage of net sales by operating segment were as follows for 2025 and 2024 (dollars in thousands):

% of Net

Sales

% of Net

Sales

North America

EMEA

APAC

Consolidated

North America’s earnings from operations decreased 12%, or $36.8 million, year to year, in 2025 compared to 2024. As a percentage of net sales, earnings from operations decreased by approximately 30 basis points to 4.2%. The decrease in earnings from operations was primarily driven by the decrease in gross profit.

EMEA’s earnings from operations decreased 33% (decreasing 35% when excluding the effects of fluctuating foreign currency exchange rates), or $15.2 million, year to year, in 2025 compared to 2024. As a percentage of net sales, earnings from operations decreased by approximately 100 basis points to 2.3%. The decrease in earnings from operations was primarily driven by increases in selling and administrative expenses and severance and restructuring expenses, partially offset by an increase in gross profit.

APAC’s earnings from operations decreased 7% (decreasing 5% when excluding the effects of fluctuating foreign currency exchange rates), or $1.6 million, year to year, in 2025 compared to 2024. As a percentage of net sales, earnings from operations decreased by approximately 90 basis points to 9.1%. The decrease in earnings from operations reflects increases in selling and administrative expenses and acquisition and integration related expenses.

Adjusted Earnings from Operations. Adjusted earnings from operations was relatively flat, increasing $1.6 million, year over year, in 2025 compared to 2024. Our Adjusted earnings from operations and Adjusted earnings from operations as a percentage of net sales by operating segment were as follows for 2025 and 2024 (dollars in thousands):

% of Net

Sales

% of Net

Sales

North America

EMEA

APAC

Consolidated

North America’s Adjusted earnings from operations decreased 1%, or $3.4 million, year to year, in 2025 compared to 2024. As a percentage of net sales, Adjusted earnings from operations increased by approximately

INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

30 basis points to 6.3%. The decrease in Adjusted earnings from operations was primarily driven by a decrease in gross profit, partially offset by a decrease in selling and administrative expenses.

EMEA’s Adjusted earnings from operations increased 10% (increasing 7% when excluding the effects of fluctuating foreign currency exchange rates), or $5.7 million, year over year, in 2025 compared to 2024. As a percentage of net sales, Adjusted earnings from operations increased by approximately 50 basis points to 4.5%. The increase in Adjusted earnings from operations was primarily driven by an increase in gross profit, partially offset by a decrease in selling and administrative expenses.

APAC’s Adjusted earnings from operations decreased 3% (decreasing 1% when excluding the effects of fluctuating foreign currency exchange rates), or $0.7 million, year to year, in 2025 compared to 2024. As a percentage of net sales, Adjusted earnings from operations decreased by approximately 50 basis points to 10.0%. The decrease in Adjusted earnings from operations reflects an increase in selling and administrative expenses, partially offset by an increase in gross profit.

Non-Operating Expense (Income).

Interest Expense, Net. Interest expense, net primarily relates to borrowings under our financing facilities and imputed interest under our inventory financing facilities, the Convertible Notes and the Senior Notes, as applicable, partially offset by interest income generated from interest earned on cash and cash equivalent bank balances. Interest expense net increased 46%, or $26.8 million, in 2025 compared to 2024. This was primarily due to higher loan balances under our ABL facility, primarily resulting from the cash settlement of the Convertible Notes and a portion of the Warrants in 2025, the issuance of the Senior Notes in May 2024, lower interest income earned and increased imputed interest under our inventory financing facilities in 2025. This was partially offset by lower ABL interest rates in 2025 compared to 2024. For a description of our various financing facilities, see Notes 7 and 8 to our Consolidated Financial Statements in Part II, Item 8 of this report.

Other Income (Expense), Net . Other income (expense), net primarily reflects a net loss on the revaluation of warrant settlement liabilities of $25.1 million recorded in 2025 in connection with the cash settlement of a portion of the Warrants, with no comparable activity in 2024. Foreign currency exchange gains and losses result from foreign currency transactions, including foreign currency derivative contracts and intercompany balances that are not considered long-term in nature. The changes in net foreign currency exchange gains/losses are due primarily to the underlying changes in the applicable exchange rates, partially mitigated by our use of foreign exchange forward contracts to offset the effects of fluctuations in foreign currencies on certain of our non-functional currency assets and liabilities.

Income Tax Expense. Our effective tax rate for 2025 was 30.3% compared to 25.0% in 2024. The increase in the tax rate in 2025 as compared to 2024 was primarily due to the non-deductibility of net losses related to both the fair value adjustments associated with the warrant settlement liabilities and the revaluation of earnout liabilities. These increases were partially offset by research and other tax credits.

The effective tax rate in 2025 was higher than the federal statutory rate of 21.0% primarily due to state income taxes, higher taxes on earnings in foreign jurisdictions and the non-deductibility of net losses related to both the fair value adjustments associated with the warrant settlement liabilities and the revaluation of earnout liabilities. These increases were partially offset by research and transferable energy tax credits. See Note 11 to the Consolidated Financial Statements in Part II, Item 8 of this report for further discussion of income tax expense.

INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

Use of Non-GAAP Financial Measures

Adjusted non-GAAP earnings from operations (which we also refer to as "Adjusted earnings from operations") excludes (i) severance and restructuring expenses, net, (ii) certain executive recruitment and hiring related expenses, (iii) amortization of intangible assets, (iv) transformation costs, (v) certain acquisition and integration related expenses, (vi) gains and losses from revaluation of acquisition related earnout liabilities, (vii) certain third-party data center service outage related expenses and recoveries, and (viii) impairment losses on long lived real estate assets now held for sale, as applicable. Adjusted non-GAAP earnings from operations is used by the Company and its management to evaluate financial performance against budgeted amounts, to calculate incentive compensation, to assist in forecasting future performance and to compare the Company’s results to those of the Company’s competitors. We believe that this non-GAAP financial measure is useful to investors because it allows for greater transparency, facilitates comparisons to prior periods and to the Company’s competitors’ results, and assists in forecasting performance for future periods. The non-GAAP financial measure is not prepared in accordance with GAAP and may be different from non-GAAP financial measures presented by other companies. Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP.

2025 Adjusted Earnings from Operations (in thousands):

North America

EMEA

APAC

Consolidated

GAAP earnings from operations

Amortization of intangible assets

Change in fair value of earnout liabilities, net

Transformation costs

Impairment loss on a long lived real estate asset held for sale

Severance and restructuring expenses, net

Acquisition and integration related expenses

Other (a)

Adjusted non-GAAP earnings from operations

GAAP EFO as a percentage of net sales

Adjusted non-GAAP EFO as a percentage of net sales

INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

2024 Adjusted Earnings from Operations (in thousands):

North America

EMEA

APAC

Consolidated

GAAP earnings from operations

Amortization of intangible assets

Gain on revaluation of earnout liabilities

Transformation costs

Impairment loss on a long lived real estate asset held for sale

Severance and restructuring expenses, net

Acquisition and integration related expenses

Other (b)

Adjusted non-GAAP earnings from operations

GAAP EFO as a percentage of net sales

Adjusted non-GAAP EFO as a percentage of net sales

In North America, other includes data center service outage recoveries of $0.2 million for the year ended December 31, 2025

In North America, other includes data center service outage recoveries of $2.1 million for the year ended December 31, 2024

2024 Compared to 2023

For a comparison of our results of operations for the fiscal years ended December 31, 2024 and 2023, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on February 14, 2025.

Liquidity and Capital Resources

The following table sets forth certain consolidated cash flow information for 2025 and 2024 (in thousands):

Net cash provided by operating activities

Net cash used in investing activities

Net cash provided by (used in) financing activities

Foreign currency exchange effect on cash, cash equivalent and restricted cash balances

Increase (decrease) in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash at beginning of period

Cash, cash equivalents and restricted cash at end of period

INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

Cash and Cash Flow

• Our primary uses of cash during 2025 were to repay the remaining principal balance upon maturity of the Convertible Notes, to fund strategic acquisitions, to fund the cash settlement of a portion of the Warrants, and to repurchase shares of our common stock.

• Operating activities generated $303.8 million in cash in 2025, compared to $632.8 million in 2024.

• We received proceeds from the sale of assets of $13.8 million in 2024 with no comparable activity in 2025.

• We had net borrowings under our inventory financing facilities of $6.4 million in 2025 compared to net repayments of $13.6 million in 2024.

• Net borrowings under our ABL facility were $818.8 million in 2025. Net repayments under our ABL facility were $554.1 million in 2024.

• We repaid approximately $333.1 million of the remaining principal balance upon maturity of the Convertible Notes in 2025.

• Capital expenditures were $24.5 million in 2025 compared to $46.8 million in 2024.

• During 2025, we repurchased an aggregate of $151.1 million of our common stock compared to an aggregate of $200.0 million repurchased during 2024.

We anticipate that cash flows from operations, together with the funds available under our financing facilities, will be adequate to support our expected cash and working capital requirements for operations, as well as other strategic acquisitions, over the next 12 months and beyond. We expect existing cash and cash flows from operations to continue to be sufficient to fund our operating cash activities and cash commitments for investing and financing activities, such as capital expenditures, strategic acquisitions, repurchases of our common stock, debt repayments and repayment of our inventory financing facilities for the next 12 months. We currently expect to fund known cash commitments beyond the next 12 months through operating cash activities and/or other available financing resources.

Net cash provided by operating activities.

• We have an inverted cash cycle resulting from typically paying partners on shorter terms than we provide to our clients. This generally means in periods of growing hardware sales, we typically use cash from operations.

• Cash flow provided by operating activities in 2025 was $303.8 million, compared to $632.8 million in 2024. The decrease in cash flow from operating activities was partially driven by a slight increase in hardware net sales.

• The decrease in cash provided by operating activities period over period is primarily due to lower net earnings combined with the impact of higher hardware net sales compared to 2024. In 2024, our cash provided by operations was also more positively impacted by the timing of receipts compared to partner payments.

• We continue to be impacted by netted costs that we apply to our services net sales to appropriately record net sales that we earn as an agent. These netted costs, while excluded from net sales and cost of goods sold, are processed and applied to accounts receivable and accounts payable in each reporting period. As a result, calculation of our unadjusted cash conversion cycle, including days sales outstanding and days payables outstanding, do not provide an accurate reflection of our cash conversion metric, due to the metric components being inherently inflated. For example, netted costs were $4.0 billion and $2.2 billion in the fourth quarter of 2025 and 2024, respectively.

• We expect that cash flow from operations will be used, at least partially, to fund working capital as we typically pay our partners on average terms that are shorter than the average terms we grant to our clients in order to take advantage of supplier discounts.

• We intend to use cash generated in 2026 in excess of working capital needs to pay down our ABL facility and inventory financing facilities, to repurchase shares of our common stock and for strategic acquisitions.

Net cash used in investing activities .

• We paid $203.8 million, net of cash and cash equivalents acquired of $1.4 million, to acquire Inspire11 on October 1, 2025. Additionally, on November 3, 2025, we paid $81.5 million, net of cash, cash equivalents and restricted cash acquired of $3.8 million, to acquire Sekuro in our APAC segment.

INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

• We paid $265.0 million net of cash and cash equivalents acquired of $5.1 million, to acquire Infocenter on May 1, 2024. Additionally, we paid $5.2 million, net of cash and cash equivalents acquired, for NWT in our EMEA segment, on July 1, 2024.

• We received proceeds from the sale of assets, including properties held for sale, of $13.8 million in 2024 with no comparable activity in 2025.

• Capital expenditures were $24.5 million and $46.8 million in 2025 and 2024, respectively. The majority of the capital expenditures in 2025 were used to fund leasehold improvements and for technology related projects.

• We expect total capital expenditures in 2026 to be in the range of $20.0 to $30.0 million.

Net cash used in financing activities.

• In May 2024, we issued $500.0 million aggregate principal amount of Senior Notes, which we used to pay down a portion of our borrowings under our ABL facility.

• During 2025, we had net borrowings on our long-term debt under our ABL facility of $818.8 million, which were primarily used to fund the repayment of the remaining principal balance upon maturity of the Convertible Notes, to fund strategic acquisitions, to settle a portion of the Warrants and to repurchase shares of our common stock.

• During 2024, we had net repayments on our long-term debt under our ABL facility of $554.1 million.

• We had net borrowing under our inventory financing facilities of $6.4 million in 2025 and net repayments of $13.6 million in 2024.

• In 2025, we repaid approximately $333.1 million for the remaining principal balance upon maturity of the Convertible Notes.

• In 2024, we repaid approximately $16.9 million principal upon conversion of a portion of the Convertible Notes.

• In 2025, we paid $222.0 million to settle a portion of the Warrants relating to the Call Spread Transactions associated with the Convertible Notes in cash.

• In 2025, we made earnout and acquisition related payments of $20.2 million primarily associated with our acquisition of Infocenter.

• In 2024, we made earnout and acquisition related payments of $20.3 million associated with our acquisitions of Amdaris and Hanu.

• In 2025, we repurchased $151.1 million of our common stock, compared to $200.0 million repurchased during 2024.

2024 Compared to 2023

For a comparison of our cash flows for the fiscal years ended December 31, 2024 and 2023, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on February 14, 2025.

Financing Facilities

• Our debt balance as of December 31, 2025 was $1.4 billion.

• Our objective is to pay our debt balances down while retaining adequate cash balances to meet overall business objectives.

• The Senior Notes are subject to certain events of default and certain acceleration clauses. As of December 31, 2025, no such events have occurred.

• Our ABL facility contains various covenants customary for transactions of this type, including complying with a minimum receivable and inventory requirement and meeting monthly, quarterly and annual reporting requirements.

• The credit agreement contains customary affirmative and negative covenants and events of default.

• At December 31, 2025, we were in compliance with all such covenants.

• While the ABL facility has a stated maximum amount, the actual availability under the ABL facility is limited by a minimum accounts receivable and inventory requirement. As of December 31, 2025, eligible accounts receivable and inventory were sufficient to permit access to the full $2.0 billion under the ABL facility of which $868.2 million was outstanding.

INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

We also have agreements with financial intermediaries to facilitate the purchase of inventory from certain suppliers under certain terms and conditions. These amounts are classified separately as accounts payable - inventory financing facilities in our consolidated balance sheets.

Notes 7 and 8 to the Consolidated Financial Statements in Part II, Item 8 of this report also include: a description of our financing facilities; amounts outstanding; amounts available and weighted average borrowings and interest rates during the year.

Cash Requirements From Contractual Obligations

At December 31, 2025, our contractual obligations for continuing operations primarily consist of:

• $225.0 million under our inventory financing facilities due in 2026;

• $91.0 million under operating leases, the majority of which are due from 2026 through 2029;

• remaining contingent consideration (earnout payment) associated with our acquisition of SADA, up to a maximum of $120.0 million, payable upon certain defined contingencies being met for 2026 that would be paid in 2027;

• contingent consideration (earnout payment) associated with our acquisition of Amdaris of approximately $6.8 million for 2025, that will be paid in 2026;

• contingent consideration (earnout payment) associated with our acquisition of Infocenter, up to a maximum of $53.1 million, payable upon certain defined contingencies being met for the 12-month period ended April 30, 2026 that would be paid in 2026;

• contingent consideration (earnout payments) associated with our acquisition of Inspire11, up to a maximum of $66.0 million, payable upon certain defined contingencies being met for the12-month periods ended September 30, 2026 and September 30, 2027 that would be paid in 2026 and 2027, respectively;

• contingent consideration (earnout payments) associated with our acquisition of Sekuro, up to a maximum of AUD 122.5 million, payable upon certain defined contingencies being met for the 12-month periods ended October 31, 2026 and October 31, 2027 that would be paid in 2026 and 2027, respectively;

• a purchase commitment related to cloud services of $59.0 million that must be met by September 2029;

• a purchase commitment related to a service contract of $13.1 million that was paid in January 2026;

• $868.2 million outstanding under our ABL facility maturing in 2030; and

• $493.1 million outstanding under our Senior Notes maturing in 2032.

Undistributed Foreign Earnings

Cash and cash equivalents held by foreign subsidiaries are generally subject to U.S. income taxation upon repatriation to the United States. As of December 31, 2025, we had approximately $306.6 million in cash and cash equivalents in certain of our foreign subsidiaries, primarily residing in Canada, Australia, the Netherlands and New Zealand. Certain of these cash balances will be remitted to the United States by paying down intercompany payables generated in the ordinary course of business or through actual dividend distributions.

Off-Balance Sheet Arrangements

We have entered into off-balance sheet arrangements, which include guarantees and indemnifications. These arrangements are discussed in Note 17 to the Consolidated Financial Statements in Part II, Item 8 of this report. We believe that none of our off-balance sheet arrangements have, or are reasonably likely to have, a material current or future effect on our financial condition, sales or expenses, results of operations, liquidity, capital expenditures or capital resources.

Acquisitions

Our strategy includes the possible acquisition of, or investments in, other businesses to expand or complement our operations or to add certain services capabilities. The magnitude, timing and nature of any future acquisitions or investments will depend on a number of factors, including the availability of suitable candidates, the negotiation of acceptable terms, our financial capabilities and general economic and business conditions. Financing for future transactions would result in the utilization of cash, incurrence of additional debt,

INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

issuance of stock or some combination of the three. See Note 21 to the Consolidated Financial Statements in Part II, Item 8 of this report for a discussion of our acquisitions of Inspire11 and Sekuro in October of 2025 and Infocenter in May 2024.

Inflation

With the exception of the impact on our variable interest rate debt facilities, we have historically not been adversely affected by inflation, as technological advances and competition within the IT industry have generally caused the prices of the products we sell to decline and product life cycles tend to be short. This requires our growth in unit sales to exceed the decline in prices in order to increase our net sales. We believe that most price increases could be passed on to our clients, as prices charged by us are not set by long-term contracts; however, as a result of competitive pressure, there can be no assurance that the full effect of any such price increases could be passed on to our clients.

Critical Accounting Estimates

General

Our consolidated financial statements have been prepared in accordance with GAAP. For a summary of significant accounting policies, see Note 1 to the Consolidated Financial Statements in Part II, Item 8 of this report. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, net sales and expenses. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results, however, may differ from our estimates. Members of our senior management have discussed the critical accounting estimates and related disclosures with the Audit Committee of our Board of Directors.

We consider the following to be our critical accounting estimates used in the preparation of our consolidated financial statements:

Sales Recognition

Description

For each of our product and services offerings, the determination needs to be made as to whether we are the principal or the agent in the transaction. This determination leads to how the revenue for each offering is recognized, either gross, where we are the principal in the transaction, or net, where we are the agent in the transaction. This determination is made by assessing whether or not we control the product or service prior to delivery to the client.

Judgments and Uncertainties

If we take control of the product or service prior to delivery to the client, then we are the principal in the transaction. If we do not take control of the product or service prior to delivery to the client, we are the agent in the transaction. The determination of whether we take control of products or services prior to delivery to the client can be judgmental and depends upon the specific facts and circumstances for each transaction. Key assumptions used in our estimates for transactions where we have determined we are the agent are the consistency of transactions with multiple performance obligations and consistency of transactions involving security software. Based on our current methodology to recognize net sales, the amount of reported net sales is not highly sensitive to changes in these key assumptions. For example, a 5% change in one of our key assumptions would not materially affect our reported net sales.

Effect if actual results differ from assumptions

We do not believe there is a reasonable likelihood there will be a material change in the estimates or assumptions used to recognize net sales. However, if actual results are not consistent with our estimates or assumptions, it could have a material effect on our reported net sales, timing of revenue recognition and our

INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

results of operations. We have not made any material changes in accounting methodology or key assumptions used to recognize net sales during the past three fiscal years. We have not made any material adjustments to our financial statements as a result of actual results not being consistent with our estimates in the past three fiscal years.

See Note 1 to the Consolidated Financial Statements in Part II, Item 8 of this report for further discussion of our accounting policies related to sales recognition and for a detailed description of our product and services offerings.

Goodwill

Description

We perform an annual review of our goodwill in the fourth quarter of every year. We continually assess if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value and assess whether any indicators of impairment exist. Events or circumstances that could trigger an impairment review include a significant adverse change in legal factors or in the business climate, unanticipated competition, significant changes in the manner of our use of the acquired assets or the strategy for our overall business, significant negative industry or economic trends, significant declines in our stock price for a sustained period or significant underperformance relative to expected historical or projected future cash flows or results of operations. Any adverse change in these factors, among others, could have a significant effect on the recoverability of goodwill and could have a material effect on our consolidated financial statements.

Judgments and Uncertainties

We may first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If it is concluded that this is the case, it is necessary to perform a quantitative goodwill impairment test. Otherwise, the goodwill impairment test is not required. In completing a quantitative test for a potential impairment of goodwill, we compare the estimated fair value of each reporting unit in which the goodwill resides to its book value, including goodwill. Our reporting units are our operating segments.

Management must apply judgment in determining the reporting units and in estimating the fair value of our reporting units. Multiple valuation techniques can be used to assess the fair value of the reporting unit, including the market and income approaches. All of these techniques include the use of estimates and assumptions that are inherently uncertain. Changes in these estimates and assumptions could materially impact the determination of fair value or goodwill impairment, or both. These estimates and assumptions primarily include, but are not limited to, an appropriate control premium in excess of the market capitalization of the Company, future market growth, forecasted sales and costs and appropriate discount rates. Due to the inherent uncertainty involved in making these estimates, actual results could differ from those estimates.

Management evaluates the merits of each significant assumption, both individually and in the aggregate, used to determine the fair value of the reporting units. If the estimated fair value exceeds book value, goodwill is considered not to be impaired. If the carrying amount of the reporting unit exceeds its fair value, then an impairment charge is recognized for the amount by which the carrying value exceeds the fair value. To ensure the reasonableness of the estimated fair values of our reporting units, we perform a reconciliation of our total market capitalization to the estimated fair value of all of our reporting units. Based on qualitative assessments performed in most recent years a quantitative assessment has not been determined to be necessary for any of our reporting units. As such, the amount of reported goodwill is not sensitive to changes in key assumptions.

Effect if Actual Results Differ from Assumptions

We have not made any material changes in the methodology or key assumptions used to evaluate impairment of goodwill during the past three fiscal years. Our assessments in the past three fiscal years have been qualitative assessments and no quantitative assessments have been deemed necessary. Additionally, during each of the years ended December 31, 2025, 2024 and 2023 we analyzed each of our reporting units and determined that no impairment charge was necessary.

INSIGHT ENTERPRISES, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

Acquisition Accounting/Business Combinations

Description

We account for acquired businesses using the acquisition method of accounting, which requires that once control of a business is obtained, all of the assets acquired and liabilities assumed, be recorded at the date of acquisition at their respective fair values, or other basis as applicable. The excess purchase price over the estimated fair value of net assets acquired is recorded as goodwill.

We use various models to determine the value of assets acquired and liabilities assumed such as the cost method, market method, relief from royalty method, multi-period excess earnings and discounted cash flow methods. We engage outside appraisal firms to assist in the fair value determination of identifiable intangible assets. We may adjust the preliminary purchase price allocation, after the acquisition closing date and through the end of the measurement period of one year or less, as we finalize the valuation of acquired assets and liabilities.

Judgments and Uncertainties

Significant judgment is often required in estimating the fair value of assets acquired (particularly intangible assets), liabilities assumed, and contingent consideration. We make estimates and assumptions about projected future cash flows including net sales, gross margin, attrition rates, growth rates, and discount rates based on historical results, business plans, expected synergies, if any, perceived risk and marketplace data considering the perspective of marketplace participants. Based on our current methodology to estimate the fair value of assets acquired and liabilities assumed, the amount of intangible assets recognized in each business combination is not highly sensitive to changes in these key assumptions. For example, with the exception of the discount rate, a 5% change in one of our key assumptions would not materially affect our reported intangible assets balance.

Effect if Actual Results Differ from Assumptions

We have not made any material changes in the methodology or key assumptions used to evaluate the fair value of assets acquired and liabilities assumed during the past three fiscal years. While management believes the expectations and assumptions used in valuing assets acquired and liabilities assumed are reasonable, they are inherently uncertain. Unanticipated market or macroeconomic events and circumstances may occur, which could affect the accuracy or validity of the estimates and assumptions, which could then result in subsequent impairment. Any such impairment charges could have a material effect on our results of operations. We completed two business combinations in fiscal 2025, including an acquisition in APAC, two business combinations in fiscal 2024 and two business combinations in fiscal 2023, including an acquisition in EMEA. We have not made any material adjustments to our financial statements as a result of business combination key assumptions not being consistent with our estimates in the past three fiscal years.

See Notes 1 and 21 to the Consolidated Financial Statements in Part II, Item 8 of this report for further discussion of our accounting policies related to acquisition accounting and recent acquisitions.

Recently Issued Accounting Standards

The information contained in Note 1 to the Consolidated Financial Statements in Part II, Item 8 of this report concerning a description of recent accounting pronouncements, including our expected dates of adoption and the estimated effects on our results of operations and financial condition, is incorporated by reference herein.