10-K – 2026-02-18 – podd-20251231.htm

on extinguishment of our Convertible Senior Notes during 2025, the settlement of which resulted in non-deductible premiums, These impacts were partially offset by a nontaxable gain on the related derivative asset.
The Organization for Economic Co-operation and Development (“OECD”) and participating countries continue to advance the implementation of a 15% global minimum corporate tax (“Pillar Two”). More than 50 countries, including the Netherlands and the United Kingdom, in which we operate, have enacted elements of the global minimum tax legislation with certain provisions effective in 2025. In January 2026, the OECD issued additional administrative guidance introducing a “side-by-side” framework applicable to U.S.-parented multinational groups. This framework provides an exemption from the application of certain Pillar Two charging provisions, including the Income Inclusion Rule and the Undertaxed Profits Rule, while such groups remain subject to Qualified Domestic Minimum Top-Up Taxes enacted by individual jurisdictions. We anticipate additional legislative activity and administrative guidance related to Pillar Two throughout 2026. Based on the legislation enacted as of December 31, 2025, the implementation of Pillar Two did not have a material impact on our consolidated financial statements for 2025. We are continuing to evaluate the potential impact on future periods.
In July 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States. The OBBBA permanently extends certain provisions of the Tax Cuts and Jobs Act, modifies aspects of the international tax framework, and restores favorable tax treatment for certain business provisions, including the immediate expensing of domestic research and development expenditures. The OBBBA also provides accelerated tax deductions for certain qualified property. The legislation has multiple effective dates, with certain provisions effective in 2025 and others effective through 2027. In 2025, OBBBA resulted in a decrease in our deferred tax assets of approximately $70 million, primarily due to the immediate expensing of domestic research and development expenditures and a corresponding increase in both operating and free cash flow. The impact on our consolidated statement of income was insignificant. We continue to evaluate the optional tax elections available under OBBBA and their potential impact on our consolidated financial statements for 2026 and subsequent periods.

Adjusted EBITDA
The table below presents reconciliations of Adjusted EBITDA, a non-GAAP financial measure, to net income, the most directly comparable financial measure prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”):

Years Ended December 31,
(in millions) 2025 2024
Net income $ 247.1  $ 418.3 
Interest expense, net 24.7  3.2 
Income tax expense (benefit)
92.4  (118.1)
Depreciation and amortization 90.4  80.8 
Stock-based compensation (1)
62.7  69.3 
CEO and CFO transition (2)
9.3  — 
Loss on extinguishment of debt (3)
123.9  — 
Gain on derivative asset (4)
(12.5) — 
Loss on investments (5)
7.5  3.8 
Adjusted EBITDA $ 645.5  $ 457.2 

(1) 2025 includes $11.7 million reversal of stock-based compensation expense associated with the departure of the Company’s former Chief Executive Officer and Chief Financial Officer.
(2) Represents severance benefits for the Company’s former Chief Executive Officer and Chief Financial Officer.
(3) Relates to the repurchase of Convertible Senior Notes.
(4) Represents the change in fair value of the derivative asset associated with the redemption of Convertible Senior Notes.
(5) Represents losses associated with debt and equity investments.
Non-GAAP Financial Measures
Management uses the non-GAAP financial measures described below.
Constant currency revenue growth represents the change in revenue between current and prior year periods using the exchange rate in effect during the applicable prior year period. We present constant currency revenue growth because we believe it provides meaningful information regarding our results on a consistent and comparable basis. Management uses this non-GAAP financial measure, in addition to financial measures in accordance with GAAP, to evaluate our operating results. It is also one of the performance metrics that determines management incentive compensation.
Adjusted EBITDA represents net income plus net interest expense, income tax expense (benefit), depreciation and amortization, stock-based compensation expense and other significant transactions or events, such as legal settlements, gains (losses) on
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investments, and loss on extinguishment of debt, which affect the period-to-period comparability of our performances, as applicable. We present Adjusted EBITDA because management uses it as a supplemental measure in assessing our performance, and we believe that it is helpful to investors and other interested parties as a measure of our comparative performance from period to period. Adjusted EBITDA is a commonly used measure in determining business value and we use it internally to report results.
Free cash flow is calculated as net cash provided by operating activities less capital expenditures. Management uses this non-GAAP measure, in addition to U.S. GAAP financial measures, to evaluate our operating results.
These non-GAAP financial measures should be considered supplemental to, and not a substitute for, our reported financial results prepared in accordance with GAAP. In addition, the above definitions may differ from similarly titled measures used by others. Non-GAAP financial measures exclude the effect of items that increase or decrease our reported results of operations; accordingly, we strongly encourage investors to review our consolidated financial statements in their entirety.
Liquidity and Capital Resources
We believe that our current liquidity as further described below will be sufficient to meet our projected operating, investing, and debt service requirements for at least the next twelve months.
Capitalization
The following table contains several key measures to gauge our financial condition and liquidity at the end of each year:

As of December 31,
(in millions) 2025 2024
Cash and cash equivalents $ 716.1  $ 953.4 
Current portion of long-term debt $ 18.4  $ 83.8 
Long-term debt, net $ 930.8  $ 1,296.1 
Total debt, net $ 949.2  $ 1,379.8 
Total stockholders’ equity $ 1,515.2  $ 1,211.6 
Debt-to-total capital ratio 39  % 53  %
Net debt-to-total capital ratio 9  % 16  %

Credit Agreement
We have a $500 million senior secured revolving credit facility (the “Revolving Credit Facility”), which expires in 2030. At December 31, 2025, no amount was outstanding under the Revolving Credit Facility. The Revolving Credit Facility contains a covenant to maintain a specified leverage ratio when there are amounts of at least 35% of the aggregate Revolving Credit Facility outstanding. It also contains other customary covenants, none of which we consider restrictive to our operations. Additionally, we have a Term Loan B, which matures in 2031, that contains covenants restricting or limiting our ability to incur additional indebtedness, make asset dispositions, create or permit liens, sell, transfer or exchange assets, guarantee certain indebtedness, and make acquisitions and other investments.
Senior Unsecured Notes
Our $450 million aggregate principal amount of 6.5% senior unsecured notes, due 2033, contain leverage and fixed charge coverage ratio covenants, both of which are measured upon the incurrence of future debt, as well as other customary covenants, none of which we consider restrictive to our operations.
Share Repurchase Program
In March 2025, the Company’s Board of Directors authorized a program to repurchase up to $125.0 million of common stock through December 31, 2026 to offset dilution from stock-based compensation. During 2025, we repurchased approximately 184 thousand shares for $59.6 million under this program. In February 2026, the Board of Directors extended the authorization of this program through December 31, 2027 and approved an additional $350 million in repurchases of common stock. We plan to utilize $300 million of existing cash to repurchase shares in the first quarter of 2026.
Additional information regarding our debt and equity is provided in Notes 13 and 17 to the consolidated financial statements.
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Summary of Cash Flows

Years Ended December 31,
(in millions) 2025 2024
Cash provided by (used in):
Operating activities $ 569.3  $ 430.2 
Investing activities (222.7) (146.2)
Financing activities (595.3) (28.0)
Effect of exchange rate changes on cash and cash equivalents
11.5  (6.8)
Net (decrease) increase in cash and cash equivalents
$ (237.3) $ 249.2 

Operating Activities
Net cash provided by operating activities of $569.3 million in 2025 was primarily attributable to net income, as adjusted for loss on extinguishment of debt, depreciation and amortization, stock-based compensation expense, and deferred income taxes, partially offset by a $23.0 million working capital outflow. The working capital outflow was driven by a $140.2 million increase in accounts receivable and an $81.7 million increase in prepaid expenses and other assets, partially offset by a $160.2 million increase in accrued expenses and other liabilities and a $49.2 million increase in accounts payable. The increase in accounts receivable was primarily due to higher sales driven by our growing customer base. The increase in prepaid expenses and other assets was primarily driven by prepaid payroll, cloud computing costs, prepaid income taxes, and prepaid raw materials. The increase in accrued expenses and other liabilities was primarily driven by an increase in accrued compensation driven by higher incentive compensation achievement and headcount additions to support our growing business, and an increase in accrued rebates due to higher sales volume. Finally, the increase in accounts payable was driven by the timing of payments and continued growth of our business.
Investing Activities
Net cash used in investing activities was $222.7 million in 2025, compared with $146.2 million in 2024.
Capital Spending —Capital expenditures were $191.6 million and $124.9 million in 2025 and 2024, respectively. The $66.7 million increase primarily related to the investment in our third manufacturing plant in Costa Rica and the purchase of additional machinery and equipment for our Malaysia manufacturing facility to support continued business growth. We expect capital expenditures for 2026 to increase compared with 2025 as we continue to expand globally and optimize our manufacturing and supply chain operations. We expect to fund our capital expenditures using a combination of existing cash and financing.
Investments in Developed Software— Investments in developed software were $19.2 million and $9.1 million in 2025 and 2024, respectively, and primarily related to investments in projects to support our cloud-based capabilities.
Investments —In 2024, we made strategic investments in private companies in the amount of $12.2 million.
Financing Activities
Net cash used in financing activities was $595.3 million in 2025, compared with $28.0 million in 2024.
Debt Issuance and Repayments —In 2025, we received net proceeds of $440.7 million from the issuance of Senior Unsecured Notes and used the proceeds along with proceeds of $164.6 million from the unwinding the related capped call options to partially fund the $1,052.2 million repurchase and redemption of our Convertible Notes. In 2025, we also received proceeds of $15.5 million from the refinancing of our Term Loan B, and we repaid $99.6 million of our Term Loan B, equipment financings, and mortgage, compared with $26.3 million in 2024. In 2024, we refinanced our Term Loan B, which resulted in cash proceeds of $130.0 million, net of issuance costs, and the simultaneous repayment of $132.2 million of the Term Loan B.
Proceeds and Repayments from Secured Borrowing —During 2025, we repaid secured borrowing (net of cash advances) of $12.6 million to a third-party to whom we outsourced our insurance claim submissions process in a certain country. During 2024, we received cash advances (net of repayments) of $10.7 million from this third-party.
Finance Lease Repayments —During 2024, we made $22.7 million in finance lease repayments associated with our Malaysia manufacturing facility, including the amount associated with exercising our option to purchase the property.
Proceeds from Option Exercises —Proceeds from option exercises were $19.0 million and $8.2 million in 2025 and 2024, respectively. The $10.8 million increase was primarily driven by more options exercised during the current period and a higher average option exercise price resulting from an increase in our stock price.
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Proceeds from Shares Issued Under Employee Stock Purchase Plan (“ESPP”) —Proceeds from the issuance of shares under the ESPP were $14.9 million and $11.9 million in 2025 and 2024, respectively.
Payment of Taxes for Restricted Stock Net Settlements —Payments for taxes related to net restricted and performance stock unit settlements were $25.9 million and $7.6 million in 2025 and 2024, respectively. The $18.3 million increase was primarily driven by more RSUs vesting during the current period due to headcount additions to support the growth of the business and a higher fair market value of the restricted stock units that vested during the period.
Repurchase of Common Stock— During 2025, we paid $59.6 million to repurchase common shares to offset dilution from stock-based compensation.
Free Cash Flow
Free cash flow was $377.7 million in 2025, compared with $305.3 million in 2024. The $72.4 million increase in free cash flow primarily resulted from an increase in operating income, partially offset by an increase in capital expenditures and taxes paid.
Free cash flow is a non-GAAP measure, which should be considered supplemental to and not a substitute for our reported financial results prepared in accordance with U.S. GAAP. See “Non-GAAP Financial Measures .”
A reconciliation between net cash provided by operating activities (the most comparable U.S. GAAP measure) and free cash flow is as follows:

Years Ended December 31,
(in millions) 2025 2024
Net cash provided by operating activities
$ 569.3  $ 430.2 
Capital expenditures
(191.6) (124.9)
Free cash flow
$ 377.7  $ 305.3 

Commitments and Contingencies
Contractual Obligations —The following table summarizes our contractual obligations as of December 31, 2025:

(in millions) Short Term Long Term Total
Debt obligations $ 18.4  $ 944.0  $ 962.4 
Interest payments (1)(2)
59.6  317.3  376.8 
Purchase obligations (3)
353.1  114.1  467.2 
Lease obligations (1)
5.8  67.4  73.2 
Total contractual obligations $ 436.9  $ 1,442.8  $ 1,879.7 

(1) Interest on debt and lease obligations are projected for future periods using the interest rates in effect as of December 31, 2025. Certain of these projected interest payments may differ in the future based on changes in market interest rates. Additional information regarding our leases is provided in Note 12 to the consolidated financial statements.
(2) Excludes the impact of the interest rate swaps discussed in Note 15 to our consolidated financial statements.
(3) Purchase obligations include commitments for the purchase of components for our products, commitments related to establishing additional manufacturing capabilities, and other commitments for purchases of goods or services in the normal course of business. These commitments are derived from purchase orders, supplier contracts, and open orders based on projected demand information.
Legal Proceedings — In December 2024, a jury found that EOFlow Co., Ltd. (“EOFlow”) and several other defendants misappropriated certain of our trade secrets and awarded us $452 million in damages. The Court subsequently upheld the jury verdict and further entered a permanent worldwide injunction. In view of the scope of the permanent injunction, the Court reduced our monetary award to $59.4 million to avoid a double recovery. We have not recorded the damages awarded in our consolidated statements of income as EOFlow has appealed and EOFlow’s ability to satisfy the damages award is uncertain. Refer to Note 16 to our consolidated financial statements for additional information regarding this matter.

Critical Accounting Policies and Estimates
The preparation of our consolidated financial statements in conformity with U.S. GAAP requires management to use judgment in making estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosure of contingent assets and liabilities. The following accounting policies are based on, among other things, judgments and assumptions made by management that include inherent risks and uncertainties. Management’s estimates are based on the relevant information available at the end of each period.
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Pharmacy Rebates
We generally recognize revenue when control of our products is transferred to customers in an amount that reflects the net consideration we expect to receive. Our products are subject to pricing rebates under arrangements with managed care organizations, including pharmacy benefit managers, governmental payors, and third-party commercial payors, primarily in the United States. These rebates represent amounts owed pursuant to contractual agreements or legal requirements after the product is dispensed to a benefit plan participant. Provisions for these rebates, collectively referred to as pharmacy rebates, are treated as variable consideration and are recorded as a reduction to revenue using the expected value method. Although we record a rebate provision at the time of sale, the related rebate payments are generally made 30 to 90 days thereafter and, in certain cases, may extend up to one year. As a result of this timing difference, revenue recognized in a given period may include adjustments to rebate provisions recorded in prior periods. Estimates of pharmacy rebates are developed based on historical experience, sales trends, levels of inventory in the distribution channel, and contractual terms. A significant portion of our rebate provisions relate to sales of the Company’s products in the United States. United States pharmacy rebate provisions charged against gross sales amounted to $654.7 million, $452.7 million, and $367.3 million in 2025, 2024, and 2023, respectively. To the extent that actual rebate payments differ from our estimates, we revise our assumptions and record the resulting adjustments to revenue in the period in which such differences become known.
Income Taxes
Significant judgment is required in determining whether it is probable that sufficient future taxable income will be available against which a deferred tax asset can be utilized. In evaluating our ability to recover our deferred tax assets, we consider all available positive and negative evidence, including cumulative income in recent fiscal years, our forecast of future taxable income exclusive of certain reversing temporary differences and significant risks and uncertainties related to our business. In determining future taxable income, we are responsible for assumptions utilized including the amount of state, federal, and international pre-tax operating income, the reversal of certain temporary differences, and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income in applicable tax jurisdictions, which are based on our commercial experience to date and are consistent with the plans and estimates that we are using to manage our underlying business.
During 2024, we determined that it is more likely than not that we will realize substantially all of our net deferred tax assets after weighing positive and negative evidence to assess recoverability, including cumulative income (loss) position, revenue growth, current profitability, and expectations regarding future forecasted income. Accordingly, in 2024, we recorded a tax benefit of $182.5 million from the release of our valuation allowance. As of December 31, 2025, we have a valuation allowance of $30.6 million on certain U.S. state tax credits and state net operating loss carryforwards because it is more likely than not that those deferred tax assets will not be realized.

Accounting Standards Issued and Not Yet Adopted as of December 31, 2025
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement—Reporting Comprehensive Income—Expenses Disaggregation Disclosures (Subtopic 220-40). The new guidance requires disaggregated disclosure of expenses included in certain expense captions presented in the statements of incomes as well as additional disclosures about selling expenses. We intend to adopt these new disclosure requirements beginning with our annual filing for 2027, as required. The guidance may be applied prospectively or retrospectively.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The new guidance provides a practical expedient to simplify the measurement of credit losses for certain receivables and contract assets. We intend to adopt the practical expedient prospectively beginning with our first quarterly filing for 2026, when required. We do not expect the adoption of this ASU to have a material impact on our consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which modernizes the internal-use software guidance by eliminating references to prescriptive and sequential software development stages. The guidance is effective for us beginning in the first quarter of 2028, but early adoption is permitted. The guidance may be applied prospectively, modified prospectively or retrospectively. We are currently evaluating the impact of this guidance.
In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements . The new guidance simplifies certain aspects of hedge documentation, assessment of hedge effectiveness, and ongoing application requirements. The guidance is effective for us beginning in the first quarter of 2027, but early adoption is permitted. Once adopted, the guidance is applied prospectively. We are currently evaluating the impact of this guidance.
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In December 2025, the FASB issued ASU 2025-12, Codification Improvements. The new guidance includes technical corrections, clarifications and other improvements to various topics in the Accounting Standards Codification to improve clarity and consistency. The guidance is effective for us beginning in the first quarter of 2027, but early adoption is permitted. The guidance may be applied prospectively or retrospectively, except for the amendment related to diluted earnings per share, which must be applied retrospectively. We are currently evaluating the impact of this guidance.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements . The new guidance clarifies the scope of ASC 270, Interim Reporting , and provide additional guidance on interim disclosures. The guidance is effective for us beginning in the first quarter of 2028, but early adoption is permitted. The guidance may be applied prospectively or retrospectively. We are currently evaluating the impact of this guidance.
In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities , which provides guidance on the recognition, measurement, presentation, and disclosure of government grants received. The guidance is effective for us beginning in the first quarter of 2029, but early adoption is permitted. The guidance may be applied retrospectively, modified prospectively, or retrospectively. We are currently evaluating the impact of this guidance.

Forward-Looking Statements
This Form 10-K contains forward-looking statements relating to future events or future financial performance that are based on management’s current expectations, estimates, and projections. Words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “would,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “risk,” or “continue” or the negative of these terms or other similar words or expressions are intended to identify these forward-looking statements. Forward-looking statements are only predictions and involve risks, uncertainties, and assumptions. Certain factors, including but not limited to those identified under “Item 1A. Risk Factors” of this Form 10-K, may cause actual results to differ materially from current expectations, estimates, projections, and forecasts, and from past results. You should not place undue reliance on any forward-looking statements. We expressly disclaim any obligation to update these forward-looking statements other than as required by law.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Interest Rate Risk
Our exposure to changes in interest rates is associated with borrowings under our Revolving Credit Facility and our Term Loan B, both of which are variable-rate debt. At December 31, 2025, no amounts were outstanding under our Revolving Credit Facility. In April 2025, we entered into interest rate swap agreements to effectively convert $460.0 million of our Term Loan B from a variable rate to a fixed rate. These interest rate swaps are intended to mitigate the exposure to fluctuations in interest rates and qualify for hedge accounting treatment as cash flow hedges. A 100 basis point increase or decrease in interest rates as of December 31, 2025 would have an insignificant impact on our annual earnings.
Foreign Currency Exchange Risk
Foreign currency risk arises from our investments in subsidiaries owned and operated in countries other than the United States. Such risk is also a result of transactions with customers in those countries. Approximately 28% of our revenue was denominated in foreign currencies for the year ended December 31, 2025. We will be increasingly exposed to foreign currency exchange risk related to our foreign operations as our business in regions outside of the United States increases. The cost of revenue related to revenue generated outside of the United States is primarily denominated in U.S. dollars; however, operating costs related to these revenues are largely denominated in the same respective currencies, thereby partially limiting our transaction risk exposure. Fluctuations in the rate of exchange between the United States dollar and foreign currencies, primarily the Euro, British pound, Malaysian ringgit and Mexican peso, could affect our financial results, including our revenues, revenue growth rates, gross margins, operating income, and net income as well as assets and liabilities.
At December 31, 2025, we have intercompany receivables and payables from our foreign subsidiaries that are denominated in their functional currencies, principally the Chinese yuan renminbi. Fluctuations from the beginning to the end of a reporting period result in the revaluation of our foreign currency-denominated intercompany receivables and payables, generating currency translation gains or losses.
Net realized and unrealized gains (losses) from foreign currency transactions are included in other income (expense), net in the consolidated statements of income and amounted to a gain of $1.8 million for the year ended December 31, 2025.
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Item 8. Financial Statements and Supplementary Data
Our financial statements as of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025, and the Report of the Registered Independent Public Accounting Firm are included in this report as listed in the index.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248 )
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Consolidated Balance Sheets as of December 31, 2025 and 2024
42

Consolidated Statements of Income for the Years ended December 31, 2025, 2024 and 2023
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Consolidated Statements of Comprehensive I ncome for the Years ended December 31, 2025, 2024 and 2023
44

Consolidated Statements of Stockholders’ Equity for the Years ended December 31, 2025, 2024 and 2023
45

Consolidated Statements of Cash Flows for the Years ended December 31, 2025, 2024 and 2023
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Notes to Consolidated Financial Statements
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders
Insulet Corporation

Opinions on the financial statements and internal control over financial reporting
We have audited the accompanying consolidated balance sheets of Insulet Corporation (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule included under Item 15(a) (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.
Basis for opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical audit matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Variable consideration – Provision for rebates
As described further in note 2 to the consolidated financial statements, the Company provides for certain rebates for sales of its product through intermediaries. The Company estimates variable consideration related to rebates to managed care organizations, including pharmacy benefit managers, governmental payors, and third-party commercial payors, primarily in the United States when determining the transaction price at the time of sale. We identified the provision for rebates as a critical audit matter.
The principal consideration for our determination that the provision for rebates is a critical audit matter is the high degree of auditor judgment in applying procedures to evaluate the significant estimation made by management. Management's estimate is based on historical experience, sales, trends, levels of inventory in the distribution channel, and contractual terms.
Our audit procedures related to the provision for rebates included the following, among others.
• Evaluated the significant assumptions and the completeness and accuracy of the underlying data used in management’s calculation through inspection of source documents and agreement to other audited schedules.
• Performed retrospective analysis comparing actual rebates incurred to the previously estimated amounts.
• Tested the design and operating effectiveness of controls related to management’s estimate.

/s/ GRANT THORNTON LLP
We have served as the Company’s auditor since 2016.

Boston, Massachusetts
February 18, 2026
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INSULET CORPORATION
CONSOLIDATED BALANCE SHEETS

As of December 31,
(in millions, except share and per share data) 2025 2024
ASSETS
Current Assets
Cash and cash equivalents $ 716.1   $ 953.4  
Accounts receivable trade, net
516.9   252.5  
Accounts receivable trade, net — related party —   113.0  
Inventories 452.6   430.4  
Prepaid expenses and other current assets 228.3   142.0  
Total current assets 1,914.0   1,891.3  
Property, plant and equipment, net 819.5   723.1  
Other intangible assets, net 117.1   98.5  
Goodwill 51.6   51.5  
Deferred tax assets
82.4   141.8  
Other assets (includes $ 1.0 and $ 10.1 at fair value)
205.8   181.5  
Total assets $ 3,190.4   $ 3,087.7  
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable $ 75.0   $ 19.8  
Accrued expenses and other current liabilities 586.7   423.9  
Accrued expenses and other current liabilities — related party —   1.0  
Current portion of long-term debt 18.4   83.8  
Total current liabilities 680.1   528.4  
Long-term debt, net 930.8   1,296.1  
Other liabilities 64.4   51.7  
Total liabilities 1,675.2   1,876.1  
Commitments and contingencies (Note 16)

Stockholders’ Equity
Preferred stock, $ .001 par value, 5,000,000 authorized; none issued and outstanding
—   —  
Common stock, $ .001 par value, 100,000,000 authorized; 70,588,192 and 70,390,816 shares issued and outstanding, respectively, at December 31, 2025; and 70,196,031 issued and outstanding, at December 31, 2024
0.1   0.1  
Additional paid-in capital 1,274.9   1,184.4  
Accumulated earnings
287.4   40.3  
Accumulated other comprehensive income (loss)
12.5   ( 13.2 )
Treasury stock, at cost; 197,374 and — shares
( 60.4 ) —  
Deferred compensation
0.8   —  
Total stockholders’ equity 1,515.2   1,211.6  
Total liabilities and stockholders’ equity $ 3,190.4   $ 3,087.7  

See notes to consolidated financial statements. Amounts may not add due to rounding.
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INSULET CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
 

  Years Ended December 31,
(in millions, except share and per share data) 2025 2024 2023
Revenue $ 2,196.5   $ 1,483.8   $ 1,223.4  
Revenue from related party 511.6   587.8   473.7  
Total revenue 2,708.1   2,071.6   1,697.1  
Cost of revenue 768.2   625.9   537.2  
Gross profit 1,939.9   1,445.7   1,159.9  
Research and development expenses 301.1   219.6   205.0  
Selling, general and administrative expenses 1,165.0   917.2   734.8  
Operating income 473.8   308.9   220.1  
Interest expense, net of portion capitalized (Note 8)
( 59.4 ) ( 42.7 ) ( 36.2 )
Interest income 34.7   39.5   28.6  
Loss on extinguishment of debt
( 123.9 ) —   —  
Other income (expense), net 14.3   ( 5.5 ) 2.2  
Income before income taxes 339.5   300.2   214.7  
Income tax (expense) benefit
( 92.4 ) 118.1   ( 8.3 )
Net income $ 247.1   $ 418.3   $ 206.3  

Earnings per share:
Basic $ 3.51   $ 5.97   $ 2.96  
Diluted $ 3.48   $ 5.78   $ 2.94  

Weighted-average number of common shares outstanding (in thousands):
Basic 70,348   70,076   69,751  
Diluted 71,886   73,891   73,633  

See notes to consolidated financial statements. Amounts may not add or recalculate due to rounding.
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INSULET CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

  Years Ended December 31,
(in millions) 2025 2024 2023
Net income $ 247.1   $ 418.3   $ 206.3  
Other comprehensive income (loss), net of tax

Foreign currency translation adjustment 29.7   ( 7.9 ) 2.5  
Unrealized loss on cash flow hedges
( 4.1 ) ( 13.4 ) ( 14.1 )
Unrealized loss on securities —   —   ( 0.3 )
Other comprehensive income (loss), net of tax
25.7   ( 21.2 ) ( 11.9 )
Comprehensive income $ 272.8   $ 397.1   $ 194.4  

See notes to consolidated financial statements. Amounts may not add due to rounding.
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INSULET CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

  Common Stock Additional
Paid-in
Capital Accumulated
(Deficit) Earnings
Accumulated Other Comprehensive Income (Loss)
Treasury Stock
Deferred Compensation
Total
Stockholders’
Equity
(dollars in millions) Shares
(in thousands) Amount
Balance, December 31, 2022
69,511   $ 0.1   $ 1,040.6   $ ( 584.2 ) $ 20.0   $ —   $ —   $ 476.4  
Net income —  —  —  206.2   —  —  —  206.2  
Other comprehensive loss —  —  —  —  ( 11.9 ) —  —  ( 11.9 )
Exercise of options to purchase common stock 249   —  16.3   —  —  —  —  16.3  
Issuance of shares for employee stock purchase plan 55   —  10.6   —  —  —  —  10.6  
Stock-based compensation expense —  —  48.4   —  —  —  —  48.4  
Restricted stock units vested, net of shares withheld for taxes 92   —  ( 13.2 ) —  —  —  —  ( 13.2 )
Balance, December 31, 2023
69,907   0.1   1,102.7   ( 378.0 ) 8.0   —   —   732.7  
Net income —  —  —  418.3   —  —  —  418.3  
Other comprehensive loss, net of tax —  —  —  —  ( 21.2 ) —  —  ( 21.2 )
Exercise of options to purchase common stock 127   —  8.2   —  —  —  —  8.2  
Issuance of shares for employee stock purchase plan 78   —  11.9   —  —  —  —  11.9  
Stock-based compensation expense —  —  69.3   —  —  —  —  69.3  
Restricted stock units vested, net of shares withheld for taxes 84   —  ( 7.6 ) —  —  —  —  ( 7.6 )
Balance, December 31, 2024
70,196   0.1   1,184.4   40.3   ( 13.2 ) —   —   1,211.6  
Net income —  —  —  247.1   —  —  —  247.1  
Other comprehensive income, net of tax —  —  —  —  25.7   —  —  25.7  
Exercise of options to purchase common stock 152   —  19.0   —  —  —  —  19.0  
Issuance of shares for employee stock purchase plan 59   —  14.9   —  —  —  —  14.9  
Stock-based compensation expense —  —  62.7   —  —  —  —  62.7  
Restricted stock units vested, net of shares withheld for taxes 167   —  ( 25.9 ) —  —  —  —  ( 25.9 )
Repurchase of common stock ( 184 ) —  —  —  —  ( 59.6 ) —  ( 59.6 )
Deferred compensation —  —  —  —  —  ( 0.9 ) 0.9   —  
Rabbi trust distribution —  —  —  —  —  0.1   ( 0.1 ) —  
Conversion of Convertible Senior Notes —  —  ( 144.8 ) —  —  —  —  ( 144.8 )
Settlement of capped call options —  —  164.6   —  —  —  —  164.6  
Balance, December 31, 2025
70,391   $ 0.1   $ 1,274.9   $ 287.4   $ 12.5   $ ( 60.4 ) $ 0.8   $ 1,515.2  

See notes to consolidated financial statements. Amounts may not add due to rounding.
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INSULET CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31,
(in millions) 2025 2024 2023
Cash flows from operating activities
Net income $ 247.1   $ 418.3   $ 206.3  
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 90.4   80.8   72.8  
Stock-based compensation expense 62.7   69.3   48.4  
Deferred income taxes
62.2   ( 136.9 ) 0.5  
Non-cash interest expense 6.2   7.3   6.7  
Loss on extinguishment of debt 123.9   —   —  
Gain on derivative asset
( 12.5 ) —   —  
Provisions for credit losses 5.4   ( 0.2 ) 2.3  
Loss (gain) on investments —   3.9   ( 2.6 )
Other 7.0   4.9   2.0  
Changes in operating assets and liabilities:
Accounts receivable ( 253.2 ) ( 16.9 ) ( 99.4 )
Accounts receivable — related party 113.0   6.5   ( 54.8 )
Inventories ( 10.6 ) ( 32.4 ) ( 53.6 )
Prepaid expenses and other assets ( 81.7 ) ( 21.9 ) ( 42.1 )
Accounts payable 49.2   2.2   ( 11.0 )
Accrued expenses and other liabilities 161.2   53.4   73.8  
Accrued expenses and other liabilities — related party ( 1.0 ) ( 7.9 ) ( 3.5 )
Net cash provided by operating activities
569.3   430.2   145.7  
Cash flows from investing activities
Capital expenditures ( 191.6 ) ( 124.9 ) ( 75.6 )
Investments in developed software ( 19.2 ) ( 9.1 ) ( 8.5 )
Acquisition of other intangible assets ( 8.6 ) —   ( 25.1 )
Cash paid for investments —   ( 12.2 ) ( 7.2 )
Other
( 3.2 ) —   ( 3.0 )
Net cash used in investing activities ( 222.7 ) ( 146.2 ) ( 119.4 )
Cash flows from financing activities
Proceeds from issuance of senior unsecured notes, net of issuance costs 440.7   —   —  
Proceeds from issuance of Term Loan B, net of issuance costs 15.5   130.0   —  
Repayment of Term Loan B ( 20.5 ) ( 137.2 ) ( 5.0 )
Repayment of equipment financings ( 18.2 ) ( 19.0 ) ( 19.8 )
Repayment of Convertible Senior Notes
( 1,052.2 ) —   —  
Financing lease repayments —   ( 22.7 ) —  
Repayment of mortgage ( 60.9 ) ( 2.4 ) ( 2.2 )
Proceeds from secured borrowing (Note 5)
49.9   45.5   —  
Repayment of secured borrowing (Note 5)
( 62.4 ) ( 34.8 ) —  
Settlement of capped call options 164.6   —   —  
Repurchase of common stock ( 59.6 ) —   —  
Proceeds from exercise of stock options 19.0   8.2   16.3  
Proceeds from issuance of common stock under employee stock purchase plan 14.9   11.9   10.6  
Payment of withholding taxes in connection with vesting of restricted stock units ( 25.9 ) ( 7.6 ) ( 13.2 )
Other
—   —   ( 0.3 )
Net cash used in financing activities
( 595.3 ) ( 28.0 ) ( 13.6 )
Effect of exchange rate changes on cash and cash equivalents 11.5   ( 6.8 ) 1.8  
Net (decrease) increase in cash, cash equivalents, and restricted cash ( 237.3 ) 249.2   14.4  
Cash, cash equivalents, and restricted cash, beginning of year 953.4   704.2   689.8  
Cash and cash equivalents, end of year $ 716.1   $ 953.4   $ 704.2  
Supplemental cash flow information (Notes 12 and 22)

See notes to consolidated financial statements. Amounts may not add due to rounding.
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INSULET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 . Nature of the Business
Insulet Corporation (the “Company”) is primarily engaged in the development, manufacture, and sale of its proprietary continuous insulin delivery system for people with insulin-dependent diabetes. The Company generates most of its revenue from sales of its Omnipod products. The Omnipod platform includes: Omnipod ® 5 and its predecessors Omnipod DASH and Classic Omnipod. Each product features a small, lightweight, self-adhesive disposable tubeless Omnipod device (“Pod”) that the user fills with insulin and wears directly on the body for up to three days at a time, which delivers personalized doses of insulin and eliminates the need for multiple daily injections using syringes or insulin pens or the use of pump and tubing. Omnipod 5, which builds on the Omnipod DASH mobile platform, is a tubeless automated insulin delivery system, that integrates with a continuous glucose monitor (“CGM”) to manage blood sugar and is fully controlled by a compatible personal smartphone or Omnipod 5 Controller. The CGM is sold separately by third parties. Omnipod DASH features a secure Bluetooth enabled Pod that is controlled by a smartphone-like Personal Diabetes Manager (“PDM”) with a color touch screen user interface. Following the launch of Omnipod 5, the Company began phasing-out Classic Omnipod.
The Company’s Omnipod products are currently sold in the United States, Europe, Canada, the Middle East, and Australia either indirectly through intermediaries or directly to end-users. Intermediaries include independent distributors who resell Omnipod products to end-users and wholesalers who sell the Company’s product to end-users through the pharmacy channel in the United States. Substantially all of the Company’s Drug Delivery revenue consists of sales of pods to Amgen for use in the Neulasta ® Onpro ® kit, a delivery system for Amgen’s Neulasta to help reduce the risk of infection after intense chemotherapy.

Note 2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements reflect the consolidated operations of Insulet Corporation and its subsidiaries. The consolidated financial statements have been prepared in United States dollars, in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of the consolidated financial statements in conformity with GAAP requires management to make use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses. Actual results may differ from those estimates. Amounts have been calculated using actual, non-rounded figures; accordingly, amounts may not recalculate, and columns and rows within tables may not add due to rounding.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated.
Foreign Currency Translation
The assets and liabilities of the Company’s foreign subsidiaries are translated into U.S. dollars using exchange rates as of the balance sheet date, while income and expenses of foreign subsidiaries are translated using the average exchange rates in effect for the related month. The net effect of these translation adjustments is reported in accumulated other comprehensive income (loss) within stockholders’ equity on the consolidated balance sheets. Net realized and unrealized gains (losses) from foreign currency transactions are included in other income (expense), net in the consolidated statements of income and were $ 1.8 million and $( 2.3 ) million for the years ended December 31, 2025 and 2024, respectively. The amount of net realized and unrealized losses from foreign currency transactions for the year ended December 31, 2023 was insignificant.
Cash and Cash Equivalents
The Company considers all highly liquid investments with maturities of 90 days or less at the time of purchase to be cash equivalents. Cash equivalents may include money market mutual funds, commercial paper, and U.S. government and agency bonds, that are carried at cost.
Certain of the Company’s subsidiaries participate in a multi-currency, notional cash pooling arrangement with a third-party bank provider to manage global liquidity requirements. Under this arrangement, cash deposited by participating subsidiaries may be in positive or negative cash positions to the extent the overall balance in the cash pool is at least zero. The net cash balance of the notional cash pooling arrangement is included within cash and cash equivalents in the consolidated balance sheets and was insignificant at both December 31, 2025 and 2024.
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Investments
The Company has investments in equity securities of privately held companies, in which the Company’s interest is less than 20%, the Company does not exercise significant influence over the investee, and the investment does not have a readily determinable fair value. These investments are carried at cost less impairment, if any. If an observable price change in orderly transactions for the identical or similar investment in the same issuer is identified, the investment is measured at its fair value as of the date that the observable transaction occurred with the adjustments reflected in other income (expense), net in the Company’s consolidated statements of income. Investments in equity securities are recorded within other assets on the consolidated balance sheets.
The Company also has investments in debt securities of privately held companies, which are either classified as available-for-sale securities or for which the Company has elected the fair value option. The available-for-sale securities are recorded at fair value with unrealized gains and losses recorded as a component of accumulated other comprehensive income (loss) in stockholders’ equity on the consolidated balance sheets. The other investment is a debt security that contains embedded derivatives. Unrealized gains and losses for this investment are recorded as a component of other income (expense), net in the consolidated statements of income. Investments in debt securities are recorded within other assets on the consolidated balance sheets.
The Company may also invest in marketable securities, including term deposits, commercial paper, U.S. government and agency bonds, and corporate bonds, which are classified as available-for-sale and carried at fair value with unrealized gains and losses recorded as a component of accumulated other comprehensive income (loss) in stockholders’ equity on the consolidated balance sheets. Investments with a stated maturity date of more than one year from the balance sheet date and that are not expected to be used in current operations are classified as long-term investments within other assets on the consolidated balance sheets. The Company reviews investments for impairment when the fair value of an investment is less than its amortized cost. If an available-for-sale security is impaired, a credit loss is included in other income (expense), net in the consolidated statements of income and a non-credit loss is included in other comprehensive income (loss) in the consolidated statements of comprehensive income.
Accounts Receivable and Allowance for Credit Losses
Trade accounts receivable consist of amounts due from intermediaries, third-party payors, and customers and are presented at amortized cost. The allowance for credit losses reflects an estimate of losses inherent in the Company’s accounts receivable portfolio determined based on historical experience, specific allowances for known troubled accounts, and other available evidence. Accounts receivable are written off when management determines they are uncollectible.
The allowance for credit losses is measured on a collective (pool) basis when similar risk characteristics exist. The Company has identified the following portfolio segments and measures the allowance for credit losses using the following methods:
Direct Customer Receivables —The Company measures expected credit losses on direct customer receivables using an aging methodology. The risk of loss for direct customer receivables is higher than other portfolios. The Company relies on third-party payors to accept and timely process claims and on direct consumers to have the ability to pay. The estimate of expected credit losses considers historical credit loss information that is adjusted for current conditions and supportable forecasts.
Distributor Receivables —The Company measures expected credit losses on distributor receivables using an individual reserve methodology. The risk of loss in this portfolio is low based on the Company’s historical experience. The estimate of expected credit losses considers payment history and the financial condition of the distributors.
National Healthcare System Receivables —The Company measures expected credit losses on national healthcare system receivables using an individual reserve methodology. The risk of loss in this portfolio is low based on the Company’s historical experience. The estimate of expected credit losses considers historical credit loss information that is adjusted for current conditions and supportable forecasts.
Inventories
Inventories are stated at the lower of cost or net realizable value, with cost determined under the first-in, first-out method. The Company reduces the carrying value of inventories for those items that are potentially excess, obsolete, or slow-moving based on changes in customer demand, technology developments, or other economic factors in order to state inventories at net realizable value. Factors influencing these adjustments include inventories on hand compared to estimated future usage and sales.
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Contract Acquisition Costs
The Company incurs commission costs to obtain a contract related to new customer starts. These costs are capitalized as contract assets in other assets on the consolidated balance sheets, net of the short-term portion included in prepaid expenses and other current assets. Costs to obtain a contract are amortized to selling, general and administrative expense on a straight-line basis over the expected period of benefit, which considers future product upgrades. These costs are periodically reviewed for impairment.
Derivative Instruments
The Company is exposed to certain risks relating to its business operations. Risks that relate to interest rate exposure are managed by using interest rate swaps. The Company recognizes derivative instruments as either assets or liabilities at fair value on the consolidated balance sheets. Changes in a derivative financial instrument’s fair value are recognized in earnings unless specific hedge criteria are met, in which case changes in fair value are recognized as adjustments to other comprehensive income. The Company has designated its interest rate swap contracts as cash flow hedges. Additional information on the Company’s derivative instruments is included in Note 15 and fair values are included in Note 14.
Fair Value Measurements
Fair value is defined as the price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date.
To measure fair value of assets and liabilities, the Company uses the following fair value hierarchy based on three levels of inputs:
Level 1 — observable inputs, such as quoted prices in active markets for identical assets or liabilities;
Level 2 — significant other observable inputs that are observable either directly or indirectly; and
Level 3 — significant unobservable inputs for which there are little or no market data, which require the Company to develop its own assumptions.
Judgement is involved in estimating inputs, such as discount rates, used in Level 3 fair value measurements. Changes to these inputs can have a significant effect on fair value measurements and amounts that could be realized.
Certain of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses and other current liabilities, are carried at cost, which approximates their fair value because of their short-term maturity.
Property, Plant and Equipment
Property, plant and equipment is stated at cost less accumulated depreciation. Major improvements are capitalized, while routine repairs and maintenance are expensed as incurred. Depreciation for property, plant and equipment, other than land and construction in progress, is based upon the following estimated useful lives using the straight-line method:

Building and building improvements 20 to 39 years

Leasehold improvements Lesser of lease term or useful life of asset
Machinery and equipment 2 to 15 years

Furniture and fixtures 3 to 5 years

The Company assesses the recoverability of assets whenever events or changes in circumstances suggest that the carrying value of an asset may not be recoverable. The Company recognizes an impairment loss if the carrying amount of a long-lived asset is not recoverable based on its undiscounted future cash flows. The impairment loss is measured as the difference between the carrying amount and the fair value of the asset.
Business Combinations
The Company recognizes the assets and liabilities assumed in business combinations based on their estimated fair values at the date of acquisition. The Company allocates the purchase price in excess of net tangible assets acquired to identifiable intangible assets. The Company assesses the fair value of assets, including intangible assets, using a variety of methods and each asset is measured at fair value from the perspective of a market participant. Assets recorded from the perspective of a market participant that are determined to not have economic use for the Company are expensed immediately. Any excess purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill. Transaction costs and restructuring costs associated with a business combination are expensed as incurred.
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Goodwill
Goodwill represents the excess of the purchase price of an acquired entity over the amounts assigned to assets and liabilities assumed in a business combination. The Company performs an assessment of its goodwill for impairment annually on October 1 or whenever events or changes in circumstances indicate there might be impairment. Goodwill is evaluated for impairment at the reporting unit level.
The Company may assess its goodwill for impairment initially using a qualitative approach to determine whether conditions exist that indicate it is more likely than not that the fair value of a reporting unit is less than its carrying value. If management concludes, based on its assessment of relevant events, facts, and circumstances that it is more likely than not that a reporting unit’s carrying value is greater than its fair value, then a quantitative analysis will be performed to determine if there is any impairment. Alternatively, the Company may elect to initially perform a quantitative analysis instead of starting with a qualitative analysis. The Company would record an impairment loss to the extent that the carrying value of the reporting unit’s goodwill exceeds its fair value.
Other Intangible Assets
Intangible assets acquired in a business combination are recorded at fair value, while intangible assets purchased or software developed for internal-use are recorded at cost and are stated at cost less accumulated amortization. Intangible assets with finite useful lives are amortized based on the pattern in which the economic benefits of the assets are estimated to be consumed over the following estimated useful lives of the assets:

Customer relationships 14 years
Internal-use software 3 to 5 years

Developed technology 5 to 15 years

Patents 8 to 15 years

Amortization expense related developed technology is generally included in cost of revenue, while amortization expense related to intangible assets that contribute to the Company’s ability to sell, market, and distribute products is included in selling, general and administrative expenses in the consolidated statement of income. The Company reviews intangible assets for impairment by comparing the fair value of the assets, estimated using an income approach, with their carrying value. If the carrying value exceeds the fair value of the intangible asset, the Company recognizes an impairment equal to the difference between the carrying value of the asset and the present value of future cash flows. The Company assesses the remaining useful life and the recoverability of intangible assets whenever events or circumstances indicate that the carrying value of an asset may not be recoverable using undiscounted cash flows.
Cloud Computing Arrangements
Cloud computing arrangements include services used to support certain internal corporate functions as well as technology platforms that support commercial initiatives. The Company capitalizes costs incurred to implement cloud computing arrangements that are service contracts and records such amounts within other current and non-current assets. These capitalized implementation costs are amortized on a straight-line basis over the expected term of the hosting arrangement, which ranges from three to ten years . Amortization expense is recorded in the same income statement line as the associated cloud operating expenses. The Company assesses the recoverability of capitalized implementation costs in accordance with the policy disclosed under Property, Plant and Equipment .
Leases
The Company determines if an arrangement includes a lease at inception. At lease commencement, the Company recognizes lease liabilities equal to the present value of the future lease payments and lease assets representing the right to use the underlying asset throughout the lease term. The Company uses an incremental borrowing rate based on the information available at lease commencement in determining the present value of lease payments, when the implicit rate is not readily determinable. The Company’s incremental borrowing rate reflects a secured rate that considers the term of the lease, the nature of the underlying asset, and the economic environment. Lease terms may include options to extend and/or terminate the lease. These options are included in the lease term when it is reasonably certain that the Company will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term. Right-of-use assets are calculated as the initial measurement of the lease liability plus lease payments made prior to lease commencement and initial direct costs incurred, less lease incentives received. The Company excludes leases with an expected term of one year or less from recognition on the consolidated balance sheets and does not separate lease and non-lease components.
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Loss Contingencies
The Company records a liability for loss contingencies on the consolidated balance sheets when a loss is considered probable and the amount can be reasonably estimated. If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a loss is reasonably possible but not known or probable, and can be reasonably estimated, the estimated loss or range of loss is disclosed. Legal costs associated with loss contingencies are expensed as incurred.
Product Warranty
The Company provides a four-year warranty on its Controllers and PDMs Controllers sold in the United States and Europe and a five-year warranty on PDMs sold in Canada and may replace Pods that do not function in accordance with product specifications. The Company estimates its warranty obligation at the time the product is shipped based on historical experience and the estimated cost to service the claims. Costs to service the claims reflect the current product cost, reclaim costs, shipping and handling costs and direct and incremental distribution and customer service support costs. Warranty expense is recorded in cost of revenue in the consolidated statements of income.
Revenue Recognition
The Company generates most of its revenue from the sale of its Controller/PDM and Pods. We generally recognize revenue when control is transferred to our customers in an amount that reflects the net consideration to which we expect to be entitled. In determining how revenue should be recognized, a five-step process is used, which includes identifying performance obligations in the contract, determining whether the performance obligations are separate, allocating the transaction price to each separate performance obligation, estimating the amount of variable consideration to include in the transaction price, and determining the timing of revenue recognition for separate performance obligations.
• Contracts and Performance Obligations. The Company generally considers customer purchase orders, which in most cases are governed by agreements with distributors or third-party payors, to be contracts with a customer that creates an enforceable right to payment. The Company considers the obligation to transfer the Controller/PDM, the initial and subsequent quantity of Pods ordered, and product training to be separate performance obligations.
• Transaction Price. Transaction price for the Controller/PDM and Pods reflects the net consideration to which the Company expects to be entitled. The prices charged depend on the Company’s pricing as established with third-party payors and intermediaries. Variable consideration is estimated at the outset of the contract and includes, but is not limited to reductions for: consideration payable to customers, such as rebates, chargebacks, and administrative fees paid to distributors; product returns provision; prompt payment discounts; and various other promotional or incentive arrangements. If a contract contains more than one performance obligation, the transaction price is allocated to each performance obligation based on relative standalone selling price.
• Rebates. The Company is subject to pricing rebates under arrangements with managed care organizations, including pharmacy benefit managers, governmental payors, and third-party commercial payors, primarily in the United States. The Company estimates provisions for rebates primarily based on historical experience, sales trends, levels of inventory in the distribution channel, and contractual terms. The provisions for rebates are included in accrued expenses and other liabilities.
• Chargebacks. The Company participates in chargeback programs in the United States, under which pricing on products below negotiated list prices is provided to participating entities. Distributors selling to participating entities receive a chargeback equal to the difference between their acquisition cost and the lower negotiated price. The Company estimates provisions for chargebacks primarily based on historical experience on a program basis and current contract prices. Provisions for chargebacks are reflected as deductions to accounts receivable.
• Administrative fees paid to distributors. The Company pays administrative fees to certain distributors, which is generally based on a fixed percentage multiplied by either gross purchases from Insulet or gross sales of Insulet products sold by the distributor. These fees are not in exchange for a distinct good or service and therefore are recognized as a reduction of the transaction price. The Company accrues for these fees based on gross sales and contractual fee rates negotiated with the customer. The accruals for these fees are reflected as deductions to accounts receivable.
• Product Returns. The Company estimates product return provisions primarily based on historical experience by applying a historical return rate to the amounts of revenue estimated to be subject to returns. Additionally, the Company considers other specific factors such as the estimated shelf life of inventory in the distribution channel and changes to customer contract terms. The provision for returns is reflected as a deduction to accounts receivable.
• Discounts. The Company offers customers with prompt payment discounts, which reduce the transaction price if payment is received within a specified period. The Company estimates prompt payment discount accruals based on actual gross sales and contractual discount rates. The accruals for prompt payment discounts are reflected as deductions to accounts receivable.
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• Other Arrangements. Other incentive or promotional arrangements may be offered to customers, including but not limited to financial assistance programs for users with commercial insurance. We record a provision for the incentive earned based on the number of estimated claims and our estimate of the cost per claim at the time of sale. The provisions for financial assistance programs are included in accrued expenses and other liabilities.
• Revenue Recognition. The Company records revenue upon transfer of control of the product to the customers, which is generally when the product is shipped or delivered and title passes to the customer. Revenue from product training is recognized in the period it is provided. The Company records deferred revenue if a customer pays consideration, or the Company has the right to invoice, before the Company transfers a good or service to a customer. Deferred revenue primarily represents product training as there is generally a lag between when the customer is billed and when the end-user receives training, as well as the obligation to provide additional Pods under certain arrangements.
The Company’s Drug Delivery product line includes sales of a modified version of the Pod to a pharmaceutical company who use the Company’s technology as a delivery method for their drugs. The product is produced pursuant to the customer’s firm purchase commitments, the Company has an enforceable right to payment for performance completed to date, and the inventory has no alternative use to the Company. Accordingly, revenue is recognized over time using a percentage-of-completion method, measured based on costs incurred to date relative to total estimated costs at completion, which results in the recognition of an associated unbilled receivable.
Related Party Transactions
During a portion of 2025, a member of the Company’s Board of Directors was married to an executive officer of one of the Company’s distributors. The terms of the distribution agreement are consistent with those prevailing at arm’s length. As of October 1, 2025, the Company's transactions with the distributor are no longer considered related party transactions.
Research and Software Development Costs
Internal research and development costs are expensed as incurred. Research and development expenses include salary and benefits, allocated overhead and occupancy costs, clinical trial and related clinical manufacturing costs, contract services, and other costs.
Costs incurred in the research, design, and development of software embedded in products to be sold to customers are charged to expense until technological feasibility of the product to be sold is established. The Company’s policy is that technological feasibility is achieved when a working model, with the key features and functions of the product, is available for customer testing. Software development costs incurred after the establishment of technological feasibility and until the product is available for general release are capitalized, provided recoverability is reasonably assured. Capitalized software development costs are amortized over their estimated useful life and recorded within cost of revenue.
Shipping and Handling Costs
The Company does not typically charge its customers for shipping and handling costs associated with shipping its product to its customers unless non-standard shipping and handling services are requested. These shipping and handling costs are included in selling, general and administrative expenses and were $ 22.0 million, $ 16.3 million, and $ 12.4 million for the years ended December 31, 2025, 2024, and 2023, respectively.
Advertising Costs
The Company expenses advertising costs as they are incurred. Advertising costs are included in selling, general and administrative expenses and were $ 121.3 million, $ 84.3 million, and $ 63.1 million for the years ended December 31, 2025, 2024, and 2023, respectively.
Stock-Based Compensation Expense
The Company measures stock-based compensation on the grant date based on the fair value of the award and recognizes the compensation expense over the requisite service period, which is generally the vesting period. The amount of stock-based compensation expense recognized during a period is based on the portion of the awards that are expected to vest. Forfeitures are estimated at the time of grant and revised in subsequent periods if actual forfeitures differ from those estimates.
Income Taxes
The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates that will be in effect in the years in which the differences are expected to reverse. The Company reviews its deferred tax assets for recoverability by considering all available positive and negative evidence, including historical profitability, projected future taxable income, and the expected timing of the reversals of existing temporary differences and tax planning strategies. A
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valuation allowance is provided to reduce the deferred tax assets if, based on the available evidence, it is more likely than not that some or all the deferred tax assets will not be realized. The effect of a change in enacted tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. Interest and penalties are classified as a component of income tax expense.
Concentration Risk
Credit Risk— Financial instruments that subject the Company to credit risk primarily consist of cash and cash equivalents and accounts receivable. The Company maintains most of its cash and investments in money market funds with a limited number of financial institutions that have a high investment grade credit rating. See Notes 4 and 5 for customer concentration.
Supply Risk— The Company uses different types of semiconductor chips, which are sourced from external suppliers, in the manufacturing of its products. While the Company has multiple suppliers of semiconductor chips, each type is typically sourced from a single supplier. Supply chain disruptions, supplier shortages, logistic delays, or quality problems could result in manufacturing delays, increased costs, or a possible loss of sales, which could adversely affect operating results.
Recently Adopted Accounting Standards
Income Taxes— The Company adopted Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , during the fourth quarter of 2025, and applied the amendments prospectively. ASU 2023-09 requires additional annual income tax disclosures, including standardized categories for the effective tax rate reconciliation, disaggregation of income taxes paid, and expanded income tax-related disclosures. The required disclosures are included in Note 20.
Segment Reporting— The Company adopted ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures during the fourth quarter of 2024, and applied the amendments retrospectively. ASU 2023-07 requires incremental disclosures on reportable segments, primarily significant segment expenses. The required disclosures are included in Note 3.

Note 3. Segment and Geographic Data
As described in Note 1, the Company’s product offering primarily consists of the Omnipod platform and a drug delivery device based on the Omnipod platform. Operating segments are defined as components of an enterprise for which discrete financial information is available and is regularly reviewed by the chief operating decision-maker (“CODM”) in order to allocate resources and assess segment performance. The Company has determined that its Chief Executive Officer (“CEO”) is the CODM, as the CEO has ultimate responsibility for making key operating decisions, allocating resources, and evaluating the Company’s financial performance. Based on this assessment, the Company operates in one reportable segment. While the CODM evaluates performance and allocates resource primarily using consolidated operating income, net income is also provided to the CODM.
Geographic information about revenue, based on customer location, is as follows:

Years Ended December 31,
(in millions) 2025 2024 2023
U.S. $ 1,953.9   $ 1,548.2   $ 1,287.0  
International 754.3   523.4   410.1  
Total revenue $ 2,708.1   $ 2,071.6   $ 1,697.1  

There were no significant segment expenses regularly provided to the CODM other than those reported in the Company's consolidated statements of income.
Geographic information about long-lived assets, net, excluding goodwill and other intangible assets is as follows:

As of December 31,
(in millions) 2025 2024
U.S.
$ 472.5   $ 475.9  
Malaysia 220.0   159.1  
China
74.1   78.5  
Other 52.9   9.7  
Property, plant and equipment, net
$ 819.5   $ 723.1  

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Note 4. Revenue and Contract Acquisition Costs
The following table summarizes the Company’s disaggregated revenue:

Years Ended December 31,
(in millions) 2025 2024 2023
U.S. $ 1,919.8   $ 1,509.3   $ 1,251.0  
International 754.3   523.4   410.1  
Total Omnipod products
2,674.0   2,032.7   1,661.1  
Drug Delivery 34.1   38.9   36.0  
Total revenue $ 2,708.1   $ 2,071.6   $ 1,697.1  

The percentages of total revenue for customers that represent 10% or more of total revenue was as follows:

Years Ended December 31,

2025 2024 2023
Distributor A 27 % 28 % 28 %
Distributor B 26 % 26 % 24 %
Distributor C 25 % 21 % 19 %

Deferred revenue related to unsatisfied performance obligations was included in the following consolidated balance sheet accounts in the amounts shown:

As of December 31,
(in millions) 2025 2024 2023
Accrued expenses and other current liabilities $ 14.0   $ 12.0   $ 15.4  
Other liabilities 1.5   2.0   1.9  
Total deferred revenue $ 15.5   $ 14.0   $ 17.4  

Revenue recognized from amounts included in deferred revenue at the beginning of each respective period was as follows:

As of December 31,
(in millions) 2025 2024 2023
Deferred revenue recognized $ 8.2   $ 15.4   $ 16.0  

Capitalized contract acquisition costs, representing capitalized commission costs related to new customers, net of amortization, were included in the following consolidated balance sheet captions in the amounts shown:

As of December 31,
(in millions) 2025 2024
Prepaid expenses and other current assets $ 25.3   $ 20.1  
Other assets 53.0   40.8  
Total capitalized contract acquisition costs, net $ 78.4   $ 60.9  

The Company recognized $ 22.7 million, $ 18.2 million, and $ 16.3 million of amortization of capitalized contract acquisition costs for the years ended December 31, 2025, 2024, and 2023, respectively.

Note 5. Accounts Receivable, Net
Accounts receivable, net were comprised of the following:
As of December 31,
(in millions) 2025 2024 2023
Accounts receivable trade, net $ 511.3   $ 242.8   $ 234.5  
Unbilled receivable 5.7   9.7   5.8  
Accounts receivable, net $ 516.9   $ 252.5   $ 240.3  

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The percentages of total accounts receivable trade for customers that represent 10% or more of total accounts receivable trade were as follows:
As of December 31,

2025 2024
Distributor A 37 % 35 %
Distributor B 20 % 27 %
Distributor C 10 % 15 %

The following table presents the activity in the allowance for credit losses:

Years Ended December 31,

(in millions) 2025 2024 2023
Credit losses at beginning of year $ 1.4   $ 2.4   $ 2.5  
Provision for expected credit losses 0.7   ( 0.2 ) 2.3  
Write-offs charged against allowance ( 0.7 ) ( 0.8 ) ( 2.6 )
Recoveries of amounts previously reserved —   —   0.3  
Foreign currency translation 0.2   —   —  
Credit losses at end of year $ 1.6   $ 1.4   $ 2.4  

The Company outsources the insurance claim submissions process to a third-party service provider in one country in which it operates. Under this agreement, in 2025, the Company transferred certain receivables in exchange for cash in advance. If the third-party service provider was unable to collect on the transferred receivables, the third-party service provider had recourse to the Company. This arrangement was accounted for as a secured borrowing with a pledge of collateral as the transfer did not meet the criteria for sale accounting. Receivables pledged as collateral of $ 0.8 million and $ 12.2 million are included in accounts receivable on the consolidated balance sheets as of December 31, 2025 and 2024, respectively. Liabilities associated with the secured borrowings of $ 0.8 million and $ 12.2 million are included within accrued expenses and other current liabilities in the consolidated balance sheets as of December 31, 2025 and 2024, respectively. The classification within current liabilities is based on the expected resolution of the underlying receivables. The proceeds from and repayments of secured borrowings are reflected as cash flows provided by (used in) financing activities in the consolidated statement of cash flows.

Note 6. Inventories
Inventories were comprised of the following:

As of December 31,
(in millions) 2025 2024
Raw materials $ 194.1   $ 156.7  
Work in process 64.6   81.2  
Finished goods 193.9   192.5  
    Total inventories $ 452.6   $ 430.4  

Following the strategic decision to not move forward with the commercialization of Omnipod GO, a basal-only Pod for certain individuals with type 2 diabetes, the Company recorded a charge of $ 13.5  million related to certain inventory components that it no longer expected to utilize, which is included in cost of revenue in the consolidated statement of income for the year ended December 31, 2024.
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Note 7. Cloud Computing Costs
Capitalized costs to implement cloud computing arrangements at cost and accumulated amortization were as follows:  

  As of December 31,
(in millions) 2025 2024
Short-term portion $ 46.0   $ 31.7  
Long-term portion 159.1   135.3  
Total capitalized implementation costs 205.1   167.0  
Less: accumulated amortization ( 94.4 ) ( 62.4 )
Capitalized implementation costs, net $ 110.7   $ 104.6  

Amortization expense was $ 32.1 million, $ 26.8 million, and $ 20.3 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Note 8. Property, Plant and Equipment, Net
Property, plant and equipment at cost and accumulated depreciation were as follows:  

  As of December 31,
(in millions) 2025 2024
Land
$ 16.4   $ 12.2  
Building and building improvements
233.7   226.8  
Machinery and equipment 787.7   672.7  
Furniture and fixtures 22.7   20.8  
Leasehold improvements 24.8   16.4  
Construction in process 166.9   136.6  
Property, plant and equipment, gross 1,252.3   1,085.5  
Less: accumulated depreciation
( 432.8 ) ( 362.4 )
Property, plant and equipment, net $ 819.5   $ 723.1  

Construction in process primarily consists of equipment and tooling expected to be placed into service during 2026. Capitalized interest expense was $ 4.2 million, $ 1.5 million, and $ 1.6 million for the years ended December 31, 2025, 2024, and 2023, respectively. Depreciation expense related to property, plant and equipment was $ 79.9 million, $ 71.0 million, and $ 62.6 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Note 9. Goodwill and Other Intangible Assets, Net
Goodwill
The change in the carrying amount of goodwill for the period is as follows:

Years Ended December 31,

(in millions) 2025
2024

Goodwill at beginning of the year
$ 51.5   $ 51.7  
Foreign currency translation 0.1   ( 0.2 )
Goodwill at end of the year $ 51.6   $ 51.5  

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Intangible Assets, Net
The gross carrying amount, accumulated amortization, and net book value of intangible assets at the end of each period were as follows:

  As of December 31,
2025 2024
(in millions) Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value
Customer relationships $ 43.2   $ ( 35.8 ) $ 7.4   $ 43.1   $ ( 33.5 ) $ 9.6  
Internal-use software 68.3   ( 14.1 ) 54.2   52.4   ( 15.6 ) 36.8  
Developed technology
28.3   ( 6.9 ) 21.4   27.4   ( 4.9 ) 22.5  
Patents
44.0   ( 9.9 ) 34.2   36.2   ( 6.5 ) 29.6  
Total intangible assets $ 183.8   $ ( 66.7 ) $ 117.1   $ 159.1   $ ( 60.6 ) $ 98.5  

Amortization expense for intangible assets was $ 10.5 million, $ 9.8 million, and $ 10.2 million for the years ended December 31, 2025, 2024, and 2023, respectively. Amortization expense associated with the intangible assets included on the Company’s consolidated balance sheet as of December 31, 2025 is expected to be as follows:

Years Ending December 31, (in millions)
2026 $ 19.2  
2027 $ 19.0  
2028 $ 17.9  
2029 $ 17.2  
2030 $ 15.9  

Note 10. Investments
Equity Securities
In 2024, the Company made a strategic investment in equity securities of a privately held entity in the amount of $ 12.0 million. As of December 31, 2025 and 2024, the total carrying value of the Company’s investments in equity securities without readily determinable fair values was $ 19.1 million and $ 21.9 million, respectively. The Company recorded a $ 2.8 million impairment associated with one equity security during the year ended December 31, 2025, which is included in other income (expense), net. There was no impairment during the year ended December 31, 2024 and the impairment recorded during the year ended December 31, 2023 was insignificant. As of both December 31, 2025 and December 31, 2024 cumulative gains were insignificant.
Debt Securities
In 2023, the Company made a strategic investment in debt securities of a privately held entity in the amount of $ 5  million. The debt securities mature in December 2026, unless converted earlier. The amortized cost basis of the debt securities was $ 5.0 million at both December 31, 2025 and December 31, 2024. At December 31, 2025, the Company’s debt securities had no remaining fair value, due to a $ 4.7 million allowance for credit losses recorded on these securities based on liquidity concerns. The debt securities had a fair value of $ 4.7 million as of December 31, 2024. The amount of interest earned on the investment for the years ended December 31, 2025 and 2024 was insignificant.
In 2023, the Company made a strategic investment in a privately held entity in the amount of $ 2.0  million. The investment is a debt security with embedded derivatives and is accounted for by applying the fair value option, as this approach best reflects the underlying economics of the transaction. The fair value of the investment is calculated using a combination of the market approach and income approach methodologies. The investment had no fair value remaining at both December 31, 2025 and December 31, 2024. Refer to Note 14 for unrealized losses recorded.
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Note 11. Accrued Expenses and Other Current Liabilities
The components of accrued expenses and other current liabilities were as follows:

As of December 31,
(in millions) 2025 2024
Accrued rebates
$ 205.5   $ 148.3  
Employee compensation and related costs 209.2   142.9  
Professional and consulting services 58.2   51.6  
Other 113.9   81.2  
Accrued expenses and other current liabilities $ 586.7   $ 423.9  

Product Warranty Costs
Reconciliations of the changes in the Company’s product warranty liability were as follows:   

Years Ended December 31,
(in millions) 2025 2024 2023
Product warranty liability at beginning of year $ 13.9   $ 10.2   $ 62.1  
Warranty expense 25.0   24.2   18.5  
Change in estimate —   ( 0.5 ) ( 11.5 )
Warranty fulfillment ( 22.1 ) ( 20.0 ) ( 58.9 )
Product warranty liability at end of year $ 16.8   $ 13.9   $ 10.2  

During the year ended December 31, 2023, the Company revised the estimated liability for the voluntary medical device correction notices (“MDCs”) issued in 2022 related to the Omnipod DASH PDM and the Omnipod 5 Controller by $ 11.5 million. This change in estimate primarily resulted from lower shipping costs for replacement Omnipod DASH PDMs and lower expected distribution costs for Omnipod 5 Controllers.

Note 12. Leases
As of December 31, 2025, the Company leased certain automobiles and facilities for offices, laboratories, manufacturing, and warehousing, all of which were classified as operating leases. Certain of the Company’s operating leases include escalating rental payments, some include the option to extend for up to 10 years, and some include options to terminate the leases at certain times within the lease term. In 2024, the Company exercised its option to purchase land and a manufacturing building in Malaysia for $ 18.1 million, which were classified as finance leases prior to the purchase.
Operating lease assets and liabilities were included in the following consolidated balance sheet accounts in the amounts shown:

Years Ended December 31,
(in millions) 2025 2024
Operating lease asset:
Other assets $ 43.7   $ 36.7  
Operating lease liabilities:
Accrued expenses and other current liabilities $ 3.0   $ 2.1  
Other liabilities 48.9   40.0  
   Total operating lease liabilities $ 51.9   $ 42.1  

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The Company’s operating and financing lease cost was as follows:

Years Ended December 31,

(in millions)
2025 2024 2023
Operating lease cost $ 10.6   $ 7.3   $ 8.8  
Finance lease cost:
    Amortization of leased assets —   0.7   0.4  
    Interest on lease liabilities —   1.0   0.6  
Total finance lease cost —   1.7   1.0  
    Total operating and financing lease cost $ 10.6   $ 9.0   $ 9.8  

Supplemental cash flow information related to leases is as follows:

Years Ended December 31,
(in millions) 2025 2024 2023
Right-of-use assets obtained in exchange for lease liabilities

Operating leases
$ 10.2   $ 8.0   $ 5.4  
Finance lease
$ —   $ —   $ 22.3  
Lease payment made for amounts included in the measurement of operating lease liabilities
    Cash paid for operating leases included in operating cash flows $ 6.2   $ 5.8   $ 5.7  
    Cash paid for finance lease included in operating cash flows
$ —   $ 1.1   $ —  
    Cash paid for finance lease included in financing cash flows
$ —   $ 22.7   $ —  

Maturities of lease liabilities as of December 31, 2025 are as follows:

Years Ending December 31, (in millions)

2026 $ 6.6  
2027 8.0  
2028 7.9  
2029 8.1  
2030 12.4  
Thereafter 39.3  
    Total future minimum lease payments 82.3  
Less: imputed interest ( 30.5 )
    Present value of future minimum lease payments $ 51.9  

As of December 31, 2025, the weighted average remaining lease term for operating leases was 10.0 years and the weighted-average discount rate used to determine the operating lease liability was 7.9 %.
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Note 13. Debt
The components of debt consisted of the following:  

  December 31, 2025 December 31, 2024
(in millions) Maturity Date
Amount
Effective Interest Rate
Amount
Effective Interest Rate

Equipment financing
2025 $ —   —   % $ 8.7   5.90   %
Mortgage
2025 —   —   % 60.9   5.74   %
Convertible Senior Notes
2026 —   —   % 800.0   0.76   %
Equipment financing 2028 34.9   4.27 % - 10.44 %
40.8   4.27 % - 8.87 %

Revolving Credit Facility
2030 —   —   % —   —   %
Term Loan B
2031 477.5   7.05   % 482.5   8.68   %
Senior Unsecured Notes
2033 450.0   6.84   % —  
Unamortized debt discount 2025 - 2033 ( 3.5 ) ( 5.4 )
Debt issuance costs 2025 - 2033 ( 9.7 ) ( 7.7 )
Total debt, net 949.2   1,379.8  
Less: current portion 18.4   83.8  
Total long term-debt, net $ 930.8   $ 1,296.1  

Equipment Financings
The Company has outstanding loans secured by manufacturing lines located at the Company’s Acton, Massachusetts manufacturing facility.
Senior Secured Credit Agreement
The Company’s senior secured credit agreement (the “Credit Agreement”) includes a $ 500  million senior secured term loan B (the “Term Loan B”) and a senior secured revolving credit facility (“Revolving Credit Facility”). In March 2025, the Company upsized the borrowing capacity under its Revolving Credit Facility to $ 500 million and extended the maturity date to March 2030. In June 2025, the Company amended its Term Loan B to bear interest at a rate of Secured Overnight Financing Rate (“SOFR”) plus 2.00 %. At the same time, the Company further amended its Revolving Credit Facility such that borrowings bear interest at a rate of SOFR plus an applicable margin of 1.50 % to 2.00 % based on the Company’s total leverage ratio.
In January 2024, the Company amended the Term Loan B to bear interest at a rate of SOFR plus 3.0 %, with a 0 % SOFR floor. In August 2024, the Company further amended its Term Loan B to bear interest at a rate of SOFR plus 2.5 % and extended the term to August 2031.
The Term Loan B contains leverage and fixed charge coverage ratio covenants, both of which are measured upon the incurrence of future debt. The Revolving Credit Facility contains a covenant to maintain a specified leverage ratio under certain conditions when there are amounts outstanding.
Borrowings under the Credit Agreement are guaranteed by certain wholly owned domestic subsidiaries of the Company and are secured by substantially all assets of the Company and of each subsidiary guarantor, subject to certain exceptions. Additionally, borrowings under the Credit Agreement are senior to all of the Company’s unsecured indebtedness.
Senior Unsecured Notes
In March 2025, the Company issued $ 450  million aggregate principal amount of 6.5 % senior unsecured notes due April 2033. The net proceeds of $ 440.7 million were used to repurchase a portion of the Convertible Senior Notes. The senior unsecured notes contains leverage and fixed charge coverage ratio covenants, both of which are measured upon the incurrence of future debt, as well as other customary covenants.
Convertible Senior Notes
In 2025, the Company repurchased $ 419.9 million aggregate principal amount ($ 417.6 million net of issuance costs) of 0.375 % Convertible Senior Notes due September 2026 (the “Convertible Senior Notes”) for $ 541.5 million in cash, which resulted in a $ 123.9 million loss on extinguishment. The Company subsequently paid $ 510.7 million to redeem the remaining Convertible Senior Notes. The difference between this cash paid and the $ 380.1 million aggregate principal amount ($ 378.4 million net of issuance costs) redeemed resulted in a $ 132.3 million decrease to additional paid in capital. In connection with these transactions, the Company received $ 164.6 million of proceeds from the settlement of capped calls options associated with the Convertible Senior Notes.
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As of December 31, 2024 unamortized issuance costs associated with the Convertible Senior Notes were $ 5.1 million.
The components of interest expense related to the Convertible Senior Notes were as follows:

Years Ended December 31,
(in millions)
2025 2024 2023
Contractual interest expense
$ 1.4   $ 3.0   $ 3.0  
Amortization of debt issuance costs
1.2   3.0   3.0  
Total interest recognized on the Convertible Senior Notes
$ 2.6   $ 6.0   $ 6.0  

Carrying Value
The carrying value amounts of the Company’s debt were as follows:

As of December 31,
(in millions) 2025 2024
Mortgage $ —   $ 60.6  
Convertible Senior Notes —   794.9  
Equipment financings 34.8   49.3  
Term Loan B 473.0   475.1  
Senior Unsecured Notes 441.4   —  
Total debt, net $ 949.2   $ 1,379.8  

Maturity of Debt
The maturity of debt as of December 31, 2025 is as follows:
Years Ending December 31, (in millions)
2026 $ 18.4  
2027 $ 19.4  
2028 $ 12.1  
2029 $ 5.0  
2030 $ 5.0  

Note 14. Financial Instruments and Fair Value
Financial Instruments Disclosed at Fair Value
The following tables provide a summary of the significant financial instruments disclosed at fair value on a recurring basis:

 Fair Value Measurements at December 31, 2025

(in millions) Level 1 Level 2 Level 3 Total
Term Loan B (1)
$ 482.3   $ —   $ —   $ 482.3  
Senior Unsecured Notes (1)
469.2   —   —   469.2  
Equipment financings (2)
—   —   34.8   34.8  
Total
$ 951.4   $ —   $ 34.8   $ 986.2  

 Fair Value Measurements at December 31, 2024

(in millions) Level 1 Level 2 Level 3 Total
Term Loan B (1)
$ 485.8   $ —   $ —   $ 485.8  
Convertible Senior Notes (1)
—   1,018.9   —   1,018.9  
Equipment financings (2)
—   —   49.3   49.3  
Mortgage (2)
—   —   60.6   60.6  
Total
$ 485.8   $ 1,018.9   $ 109.9   $ 1,614.7  

(1) Fair value was determined using quoted market prices obtained from third-party pricing sources.
(2) Fair value approximates carrying value and was determined using the cost basis.
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Financial Instruments Measured at Fair Value on a Recurring Basis
The following tables provide a summary of financial instruments that are measured at fair value on a recurring basis:

Fair Value Measurements at December 31, 2025

(in millions) Level 1 Level 2 Level 3 Total
Assets:

Cash (1)
$ 138.7   $ —   $ —   $ 138.7  
Money market mutual funds (1)
577.4   —   —   577.4  
Interest rate swaps (2)
—   1.0   —   1.0  
Total assets at fair value
$ 716.1   $ 1.0   $ —   $ 717.1  

Liabilities:

Interest rate swaps (2)
$ —   $ 0.8   $ —   $ 0.8  

Fair Value Measurements at December 31, 2024

(in millions) Level 1 Level 2 Level 3 Total
Cash (1)
$ 133.4   $ —   $ —   $ 133.4  
Money market mutual funds (1)
819.9   —   —   819.9  
Interest rate swaps (2)
—   5.4   —   5.4  
Debt securities (3)
—   —   4.7   4.7  
Total assets at fair value
$ 953.3   $ 5.4   $ 4.7   $ 963.5  

(1) Cash and cash equivalents are carried at face amounts, which approximate their fair values.
(2) Fair value represents the estimated amounts the Company would receive or pay to terminate the contracts and is determined using industry standard valuation models and market-based observable inputs, including credit risk and interest rate yield curves. The fair value of the swaps is included in other assets and other liabilities at December 31, 2025 and in prepaid expenses and other current assets at December 31, 2024.
(3) Fair value is determined using a discounted cash flow valuation model and market-based unobservable inputs, including credit spread, and risk free rate ranging from 4.0 % - 4.7 %.
Judgment is involved in estimating inputs, such as discount rates, used in Level 3 fair value measurements. Changes to these inputs can have a significant effect on fair value measurements and amounts that could be realized.
Below is a reconciliation of changes in fair value of debt and other investments:

(in millions) Debt Securities Other Investments Total
December 31, 2023 $ 4.7   $ 3.8   $ 8.5  
Unrealized loss included in other income (expense), net
—   ( 3.8 ) ( 3.8 )
December 31, 2024 4.7   —   4.7  
Provision for credit loss included in selling, general and administrative expenses ( 4.7 ) —   ( 4.7 )
December 31, 2025 $ —   $ —   $ —  

Note 15. Derivative Instruments
The Company manages interest rate exposure through the use of interest rate swap transactions with financial institutions acting as principal counterparties. In April 2025, the Company’s previous interest rate swaps expired and were replaced with interest rate swaps in which the Company receives variable rate interest payments and pays fixed interest at a weighted average rate of 3.47 % on a total notional value of $ 460.0  million of the Term Loan B. The interest rate swaps have been designated as cash flow hedges.
Gains and losses on cash flow hedges reported in accumulated other comprehensive income are reclassified into interest expense, net in the consolidated statement of income when the hedged transactions affect earnings, that is, when interest expense is recognized for the Term Loan B. As of December 31, 2025, the amount of net gains related to the interest rate swaps included in accumulated other comprehensive income estimated to be reclassified into the statement of income over the next 12 months was insignificant.
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As discussed in Note 13, in 2025, the Company provided notice of redemption for the remaining $ 380.1 million aggregate principal amount of its outstanding Convertible Notes. The Convertible Notes were fully redeemed in August 2025 for cash based on the Company's volume-weighted average stock price over the redemption period. The election to redeem the notes in cash resulted in an embedded derivative, which required bifurcation from the host debt instrument. The embedded derivative represented the variability in the cash settlement over the redemption period and subsequent changes in fair value based on the change in stock price over the redemption period were recognized in earnings. As a result, the Company recognized a gain of $ 12.5 million within other income (expense), net for the year ended December 31, 2025. The corresponding derivative asset was de-recognized upon settlement of the outstanding Convertible Notes, which resulted in a $ 12.5 million decrease to additional paid in capital.

Note 16. Commitments and Contingencies
Legal Proceedings
On April 24, 2025, the United States District Court for the District of Massachusetts entered final judgment in favor of Insulet Corporation in its ongoing litigation against EOFlow Co., Ltd.; EOFlow, Inc.; Nephria Bio, Inc.; and EOFlow’s CEO, Jesse Kim (collectively, “Defendants”), Insulet Corp. v. EOFlow Co. Ltd. et al ., 1:23-cv-11780-FDS (D. Mass.). The litigation concerned the Defendants’ misappropriation of Insulet’s proprietary trade secrets relating to the design and manufacture of the Omnipod insulin patch pump. On December 3, 2024, a unanimous jury found four trade secrets asserted by Insulet valid and misappropriated and awarded Insulet total damages of $ 452 million, composed of $ 170 million in compensatory damages and $ 282 million in exemplary damages. The district court’s April 24, 2025 orders upheld the jury verdict and further entered a permanent injunction against Defendants. The injunction prohibits Defendants and others subject to the order from using, possessing, selling, distributing, or seeking regulatory approval for any products that were designed, developed, or manufactured, in whole or in part, using or relying on Insulet’s trade secrets. The injunction is worldwide and took effect immediately subject to a limited exception that permits six months of continuing sales to those patients of EOFlow that existed in the Republic of Korea and the European Union as of October 2023. The permanent injunction further requires EOFlow to assign certain patent applications to Insulet, disgorge any break-up fees received from Medtronic in connection with a previously contemplated acquisition, and submit to ongoing audits to ensure compliance with the district court’s orders. In view of the scope of the permanent injunction, the Court reduced Insulet’s monetary award to $ 59.4 million to avoid a double recovery.
The Company has not recorded the damages awarded in the Company’s consolidated statements of income, as EOFlow has appealed and EOFlow’s ability to satisfy the damages award is uncertain. Additionally, Insulet has cross-appealed. Further, EOFlow filed a motion to the court of appeals requesting that the permanent injunction against it be stayed in its entirety during the pendency of the appeal. On July 7, 2025, the court of appeals granted a stay in part “only to the extent that the district court’s temporary stay (set to end October 24, 2025), regarding EOFlow patients in the Republic of Korea and the European Union, is extended (1) to include patients residing in the European Union who were using the relevant product(s) as of April 24, 2025, and (2) until further notice of the court.” Briefing in EOFlow’s appeal was completed on October 17, 2025, and oral argument was held before the court of appeals on January 5, 2026.
The Company is, from time to time, involved in the normal course of business in various legal proceedings, including intellectual property, contract, employment, and product liability suits. The Company does not expect the outcome of these proceedings, either individually or in the aggregate, to have a material adverse effect on its results of operations.
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Note 17. Equity
Equity Award Plan
In May 2025, the Company adopted the 2025 Stock Option and Incentive Plan (the “2025 Plan”), which replaced its previous stock option and incentive plan. The 2025 Plan provides for a maximum of 7.4 million shares to be issued, in addition to the number of shares related to awards outstanding under the 2017 and 2007 plans that are terminated by expiration, forfeiture, or cancellation. The shares can be issued as stock options, restricted stock units, stock appreciation rights, deferred stock awards, restricted stock, unrestricted stock, cash-based awards, performance share awards, or dividend equivalent rights. As of December 31, 2025, 7.3 million shares remain available for future issuance under the 2025 Plan.
Stock-Based Compensation Expense
Compensation expense related to stock-based awards was recorded as follows:

Years Ended December 31,

(in millions) 2025 2024 2023
Cost of revenue $ 0.8   $ 0.7   $ 0.4  
Research and development 12.0   9.0   11.6  
Selling, general and administrative 49.8   59.6   36.4  
Total $ 62.6   $ 69.3   $ 48.4  

Stock Options
Options are granted to purchase common shares at prices that are equal to the fair market value of the shares on the date the options are granted. Options generally vest in equal annual installments over a period of  four years  and expire  10 years after the date of grant. The grant-date fair value of options, adjusted for estimated forfeitures, is recognized as expense on a straight-line basis over the requisite service period, which is generally the vesting period.
The following summarizes the activity under the Company’s stock option plans:

Number
Weighted Average
Exercise Price Weighted Average Remaining Contractual Term
(in years) Aggregate
Intrinsic
Value
(in millions)
Outstanding at December 31, 2024
399,395   $ 155.65  
Granted 131,959   $ 276.67  
Exercised ( 153,533 ) $ 124.46   $ 28.4  
Forfeited and canceled ( 85,400 ) $ 220.49  
Outstanding at December 31, 2025
292,421   $ 207.66   6.9 $ 23.2  
Vested, December 31, 2025
108,507   $ 153.21   3.9 $ 14.2  
Vested or expected to vest, December 31, 2025
260,575   $ 202.52   6.6 $ 21.9  

The aggregate intrinsic value of options exercised for the years ended December 31, 2024 and 2023 was $ 16.5 million and $ 52.7 million, respectively.
The Company uses the Black-Scholes pricing model to determine the fair value of options granted. The assumptions used in the Black-Scholes pricing model are as follows:
• Risk-free Interest Rate —The risk-free interest rate is the implied yield available on U.S. treasury zero-coupon issues with a remaining term equal to the option’s expected term on the grant date.
• Expected Term —The expected term of options granted represents the period of time for which the options are expected to be outstanding. The Company estimates the expected term using both historical and hypothetical exercise data for outstanding options.
• Dividend Yield —The Company has never declared or paid any cash dividends on any of its capital stock and does not expect to do so in the foreseeable future. Accordingly, the Company uses an expected dividend yield of zero to calculate the grant-date fair value of a stock option.
• Expected Volatility —The expected volatility is a measure of the amount by which the Company’s stock price is expected to fluctuate during the expected term of options granted. The Company determines the expected volatility based primarily upon the historical volatility of the Company’s common stock over a period commensurate with the option’s expected term.
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The weighted-average assumptions used in the Black-Scholes pricing model for options granted during each year, along with the weighted-average grant-date fair values, were as follows:

  Years Ended December 31,
  2025 2024 2023
Risk-free interest rate 4.1 %
4.4 %
4.3 %

Expected life of options (in years) 4.2
4.1
4.2

Dividend yield — % — % — %
Expected stock price volatility 42.9 %
46.2 %
45.7 %

Fair value per option $ 108.51 $ 69.48 $ 115.32

As of December 31, 2025, there was $ 13.3 million of unrecognized compensation cost related to non-vested stock options. This cost is expected to be recognized over a weighted average period of 2.7 years.
Restricted Stock Units
Restricted Stock Units (“RSUs”) generally vest in equal annual installments over a  three-year period. The grant-date fair value of RSUs, adjusted for estimated forfeitures, is recognized as expense on a straight-line basis over the requisite service period, which is generally the vesting period. The Company determines the fair value of RSUs based on the closing price of its common stock on the date of grant.
Activity for RSUs is as follows:

Number
Weighted
Average
Fair Value
Outstanding at December 31, 2024
392,746   $ 196.74  
Granted 232,054   $ 277.24  
Vested ( 177,303 ) $ 207.62  
Forfeited ( 54,623 ) $ 222.38  
Outstanding at December 31, 2025
392,874   $ 235.78  

The weighted-average grant-date fair value per share of RSUs granted was $ 171.23  and $ 259.86 for the years ended December 31, 2024 and 2023, respectively. The total fair value of RSUs vested was $ 36.8 million, $ 28.3 million, and $ 24.1 million for the years ended December 31, 2025, 2024, and 2023, respectively.
As of December 31, 2025, there was $ 63.1 million of unrecognized compensation cost related to time-based RSUs, which is expected to be recognized over a weighted-average period of  1.9 years.
Performance Stock Units
Performance stock units (“PSUs”) generally vest over a three-year period from the grant date and include both a service and performance component. Beginning in 2025, the Company added a market component to PSUs based on relative total shareholder return (total shareholder return for the Company compared with total shareholder return of a peer group). PSUs are recognized when performance conditions are probable of being achieved. Certain of these PSUs could ultimately vest at up to 250 % of the target award depending on the achievement of the performance and market criteria. The Company determines the fair value of PSUs based on the closing price of its common stock on the date of grant. The Company uses the Monte Carlo model to estimate the probability of satisfying the market condition.
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Activity for PSUs is as follows:

Number
Weighted
Average
Fair Value
Outstanding at December 31, 2024
236,772   $ 205.74  
Granted
119,459   $ 299.58  
Vested ( 83,216 ) $ 239.48  
Performance adjustment (1)
33,742   $ 272.27  
Forfeited ( 99,907 ) $ 226.81  
Outstanding at December 31, 2025 (2)
206,850   $ 241.67  

(1) Represents the adjustment to awards granted in 2022 for the three-year performance cycle award period ended 2024, based on the actual performance achievement of 169 %. These shares vested in February 2025 .
(2) Based on 200 % achievement of the performance metrics,  53 thousand shares of Insulet were earned for awards that were granted in 2023 for the performance period ended December 31, 2025. These shares vest in February 2026.

The weighted-average assumptions used in the Monte Carlo model for PSUs granted were:

Risk-free interest rate
4.0   %
Expected stock price volatility 41.7   %
Peer group stock price volatility 46.0   %
Correlation of returns 29.2   %

The weighted-average grant-date fair value per share of PSUs granted was $ 166.86  and $ 276.36  for the years ended December 31, 2024 and 2023, respectively. The total fair value of PSUs vested was $ 19.9 million, $ 4.7 million, and $ 8.7 million for the years ended December 31, 2025, 2024, and 2023, respectively.
As of December 31, 2025, there was $ 63.7 million of unrecognized compensation cost related to PSUs, which is expected to be recognized over a weighted-average period of  1.6 years.
Employee Stock Purchase Plan
The Employee Stock Purchase Plan (“ESPP”) authorizes the issuance of up to 880,000 shares of common stock to participating employees. Employees that participate in the Company’s ESPP may annually purchase up to a maximum of 800 shares per offering period or $ 25,000 worth of common stock by authorizing payroll deductions of up to 10 % of their base salary. The purchase price for each share purchased is 85 % of the lower of the fair market value of the common stock on the first or last day of the offering period. The Company issued 59,487 , 78,068 , and 55,439  shares of common stock for the years ended December 31, 2025, 2024, and 2023, respectively, to employees participating in the ESPP. As of December 31, 2025, 226,855 shares remain available for future issuance under the ESPP.
The Company uses the Black-Scholes pricing model to determine the fair value of shares purchased under the ESPP. The calculation of the fair value of shares purchased is affected by the stock price on the purchase date, the expected volatility of the Company’s stock over the expected term, the risk-free interest rate, and the dividend yield.
The estimated fair value of shares purchased under the ESPP were based on the following assumptions:

  Years Ended December 31,
  2025 2024 2023
Risk-free interest rate   3.8 % - 4.3 %
4.4 % - 5.4 %
5.3 % - 5.4 %

Expected term (in years) 0.5 0.5 0.5
Dividend yield — % — % — %
Expected stock price volatility 32.0 % - 42.9 %
34.2 % - 40.9 %
29.1 % - 47.0 %

The weighted average grant date fair value of the six-month option inherent in the ESPP was $ 82.86 , $ 58.54 , and $ 60.67 , for the years ended December 31, 2025, 2024, and 2023, respectively.
As of December 31, 2025, there was $ 2.3 million of unrecognized compensation cost related to the ESPP. This cost is expected to be recognized over a weighted average period of 0.4 years.
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Share Repurchase Program
In March 2025, the Company’s Board of Directors authorized a program to repurchase up to $ 125  million in common stock through December 31, 2026 to offset dilution from stock-based compensation. In February 2026, the Board of Directors extended the authorization of this program to December 31, 2027 and approved an additional $ 350  million in common stock repurchases through December 31, 2027.

Note 18. Accumulated Other Comprehensive Income (Loss)
Changes in the components of accumulated other comprehensive income (loss), net of tax, were as follows:

(in millions) Foreign Currency Translation Adjustment Unrealized Losses on Securities
Unrealized Gains on Cash Flow Hedges Accumulated Other Comprehensive Income (Loss)

Balance, December 31, 2022
$ ( 16.9 ) $ —   $ 36.9   $ 20.0  
Other comprehensive income (loss) before reclassifications
2.5   ( 0.3 ) 6.1   8.3  
Amounts reclassified to net income (1)
—   —   ( 20.3 ) ( 20.3 )
Balance, December 31, 2023
( 14.4 ) ( 0.3 ) 22.8   8.0  
Other comprehensive income (loss) before reclassifications
( 7.9 ) —   ( 39.4 ) ( 47.2 )
Amounts reclassified to net income (1)
—   —   26.0   26.0  
Balance, December 31, 2024
( 22.3 ) ( 0.3 ) 9.4   ( 13.2 )
Other comprehensive income (loss) before reclassifications 29.7   —   ( 24.4 ) 5.4  
Amounts reclassified to net income (1)
—   —   20.3   20.3  
Balance, December 31, 2025
$ 7.5   $ ( 0.3 ) $ 5.3   $ 12.5  

(1) Income tax expense on cash flow hedges in other comprehensive income (loss) before reclassification for the year ended December 31, 2025 and December 31, 2024 were $ 1.2 million and $ 3.9 million, respectively. There was no tax impact for the year ended December 31, 2023 . Additionally, there is no income tax impact on currency translation adjustments.

Note 19. Benefit Plans
Defined Contribution Plan
The Company maintains a tax-qualified 401(k) retirement plan in the United States. Through 2025, the Company generally made a matching contribution equal to 50 % of each employee’s elective contribution to the plan up to 6 % of the employee’s eligible pay. In addition, the Company offers defined contribution plans for eligible employees in its foreign subsidiaries. The total amount contributed by the Company to these defined contribution plans was $ 17.9 million, $ 13.3 million, and $ 12.1 million for the years ended December 31, 2025, 2024, and 2023, respectively.
Deferred Compensation Plan
The Company has an unfunded, non-qualified deferred compensation plan for non-employee directors that allows participants to defer receipt of RSUs or cash compensation in the form of stock until a later date. Deferred awards are credited to a deferred stock account. The shares are held in a rabbi trust, which is classified and accounted for as equity in a manner consistent with the accounting for treasury stock. As of December 31, 2025, 3,142.5 shares were held in the trust. No shares were held in the trust as of December 31, 2024. The shares will be distributed when board service ceases.

Note 20. Income Taxes
The U.S. and foreign components of income before income taxes were as follows:

Years Ended December 31,
(in millions) 2025 2024 2023
U.S. $ 248.0   $ 253.9   $ 199.5  
Foreign
91.5   46.3   15.1  
Income before income taxes $ 339.5   $ 300.2   $ 214.7  

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The provision for income taxes consists of the following:  

Years Ended December 31,
(in millions) 2025 2024 2023
Current

Federal
$ 2.9   $ 5.8   $ —  
State
1.8   6.4   3.7  
Foreign
25.4   6.6   4.1  
Total current tax expense
30.1   18.8   7.8  
Deferred

Federal
58.9   ( 111.1 ) 0.1  
State 4.8   ( 18.6 ) —  
Foreign
( 1.5 ) ( 7.2 ) 0.4  
Total deferred tax expense (benefit)
62.3   ( 136.9 ) 0.5  
Income tax expense (benefit)
$ 92.4   $ ( 118.1 ) $ 8.3  

Reconciliations of the U.S. federal statutory rate to the Company’s effective tax rate for the year ended December 31, 2025 are as follows:

Year Ended December 31, 2025
(in millions)
Amount Percent
U.S. federal statutory tax rate $ 71.3   21.0   %
State and local income taxes, net of federal income tax effect (1)
6.0   1.8  
Foreign tax effects
   United Kingdom 4.8   1.4  
   Other foreign jurisdictions ( 0.1 ) —  
Effect of cross-border tax laws —   —  
Tax credits:
R&D ( 14.6 ) ( 4.3 )
Foreign tax credit ( 3.6 ) ( 1.1 )
Change in valuation allowance 0.5   0.1  
Nontaxable or nondeductible items
   Extinguishment of debt 22.8   6.7  
   Other nondeductible items 2.0   0.6  
Other ( 0.1 ) —  
Changes in unrecognized tax benefits 3.6   1.1  
Effective tax rate $ 92.4   27.2   %

(1) State and local taxes in Colorado comprise the majority of this category.
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Reconciliations of the U.S. federal statutory rate to the Company’s effective tax rate for the years ended December 31, 2024 and 2023 are as follows:

  Year Ended December 31, 2024 Year Ended December 31, 2023

Amount Percent Amount
Percent

U.S. federal statutory rate
$ 63.0   21.0   % $ 45.1   21.0   %
Foreign tax rate differential
3.2   1.1   1.3   0.6  
State taxes, net of federal benefit 6.9   2.3   5.2   2.4  
Federal and state R&D credits
( 13.2 ) ( 4.4 ) ( 12.6 ) ( 5.9 )
Stock-based compensation 1.4   0.5   ( 6.8 ) ( 3.2 )
Non-deductible officers’ compensation 1.8   0.6   2.8   1.3  
Permanent items
3.2   1.1   1.6   0.7  
Change in valuation allowance ( 179.4 ) ( 59.8 ) ( 23.2 ) ( 10.8 )
Change to prior year R&D credit
( 8.3 ) ( 2.8 ) ( 6.0 ) ( 2.8 )
Other 3.2   1.1   1.2   0.6  
Effective tax rate $ ( 118.1 ) ( 39.3 ) % $ 8.3   3.9   %

During the year ended December 31, 2024, following the evaluation of the positive and negative evidence including cumulative income (loss) position, revenue growth, current profitability, and expectations regarding future forecasted income, the Company released a substantial portion of its valuation allowance against deferred tax assets.
For all periods presented, no provision for income taxes has been provided on undistributed earnings of the Company’s foreign subsidiaries, except for Canada, because such earnings are indefinitely reinvested in the foreign operations. The Company has recorded a deferred tax liability for the tax costs on these earnings to the extent they cannot be repatriated in a tax-free manner. No deferred tax liability has been recorded related to the repatriation of $ 127.2 million in earnings that are indefinitely reinvested. Events that could trigger a tax liability include, but are not limited to, distributions, reorganizations or restructurings, and/or tax law changes. Determining the amount of unrecognized deferred tax liabilities on these indefinitely reinvested earnings is not practicable due to complexities associated with the hypothetical calculation.
The Company files federal, state, and foreign tax returns, which are subject to examination by the relevant tax authorities. The U.S. Internal Revenue Service is currently examining the Company’s U.S. federal income tax return for 2023. The Company’s U.S. federal and state tax returns are currently open to examination for tax years 2022 and 2024. In addition, the Company’s U.S. net operating loss carryforwards from 2001 and forward may be subject to examination in the periods that they are utilized.
The following table summarizes the activity related to the Company’s unrecognized tax benefits:

Years Ended December 31,

(in millions) 2025 2024 2023
Unrecognized tax benefits at beginning of year
$ 12.8   $ 5.0   $ —  
Additions related to current period tax positions
3.8   2.7   2.4  
Additions related to prior period tax positions
0.1   5.1   2.6  
Unrecognized tax benefits at end of year
$ 16.7   $ 12.8   $ 5.0  

As of December 31, 2025, 2024, and 2023, the Company had unrecognized tax benefits that would impact the effective tax rate if recognized of $ 16.7 million, $ 12.8 million, and $ 5.0 million, respectively. No interest and penalties were recognized related to uncertain tax positions for the years ended December 31, 2025, 2024, and 2023, respectively, and no interest or penalties were accrued as of December 31, 2025 and 2024, respectively.

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Income taxes paid by jurisdiction for the year ended December 31, 2025 were as follows:

(in millions)
U.S. federal $ 14.7  
U.S. state and local

   Colorado
2.2  
   Other
3.8  
Foreign

   United Kingdom
11.9  
   Other
5.8  
Total income taxes paid
$ 38.5  

The components of the net deferred tax asset were as follows:

  As of December 31,
(in millions) 2025 2024
Deferred tax assets:
Net operating loss carryforwards $ 19.6   $ 23.4  
Tax credits 69.8   56.7  
Capitalized research and development expenditures 15.7   78.8  
Accrued expenses 39.0   34.5  
Inventory capitalization 8.2   8.2  
Intangible assets 6.9   6.4  
Incentive compensation 21.3   14.7  
Stock-based compensation 12.2   10.2  
Other 7.5   11.3  
Total deferred tax assets 200.2   244.0  
Deferred tax liabilities:
Prepaid assets ( 12.0 ) ( 9.3 )
Property, plant and equipment ( 56.7 ) ( 47.5 )
Capitalized contract acquisition costs ( 17.4 ) ( 13.1 )
Other ( 2.0 ) ( 8.6 )
Total deferred tax liabilities ( 88.1 ) ( 78.4 )
Net deferred tax asset before valuation allowance 112.1   165.6  
Valuation allowance ( 30.6 ) ( 23.9 )
Net deferred tax asset $ 81.6   $ 141.7  

During the year ended December 31, 2025, the Company recognized a $ 69.2  million decrease in deferred tax assets associated with the One Big Beautiful Bill Act primarily resulting from the immediate expensing of domestic capitalized research and development expenditures. The $ 6.7 million increase in the valuation allowance for the year ended December 31, 2025 was primarily due to an increase in state research and development credits.
As of December 31, 2025, the Company’s net operating loss carryforwards were as follows:

(in millions)
Expiration Period
Net Operating Loss Carryforwards

U.S. federal
2032 - 2037 $ 40.2  
State
2026 - 2042 $ 196.4  
Foreign
Indefinite $ 1.5  

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As of December 31, 2025, the Company’s tax credit carryforwards were as follows:

(in millions)
Expiration Period
Tax Credit Carryforwards

U.S. federal
2026 - 2045 $ 54.1  
State 2026 - 2045 $ 39.6  

The Company's net operating loss and tax credit carryforwards may be subject to limitations as a result of changes in the ownership of the Company's stock.

Note 21. Earnings Per Share
Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed using the weighted average number of common shares outstanding and, when dilutive, common share equivalents. The computation of basic and diluted earnings per share was as follows:

Years Ended December 31,
(in millions, except share and per share data) 2025 2024 2023
Net income $ 247.1   $ 418.3   $ 206.3  
Add back interest expense, net of tax attributable to assumed conversion of Convertible Senior Notes
3.0   9.1   10.4  
Net income, diluted $ 250.1   $ 427.4   $ 216.8  

Weighted average number of common shares outstanding, basic
(in thousands) 70,348   70,076   69,751  
Convertible Senior Notes
1,234   3,528   3,528  
Stock options 100   150   286  
Restricted stock units 204   136   68  
Weighted average number of common shares outstanding, diluted (in thousands)
71,886   73,891   73,633  

Earnings per share
    Basic
$ 3.51   $ 5.97   $ 2.96  
    Diluted
$ 3.48   $ 5.78   $ 2.94  

The number of common share equivalents excluded from the computation of diluted earnings per share because either the effect would have been anti-dilutive, or the performance criteria related to the units had not yet been met, were as follows:

Years Ended December 31,
(in thousands) 2025 2024 2023
Restricted stock units 425   464   322  
Stock options 129   209   163  

Total 554   673   485  

Note 22. Supplemental Cash Flow Information

Years Ended December 31,
(in millions) 2025 2024 2023
Cash paid for interest, net of amount capitalized $ 50.8   $ 47.1   $ 49.9  
Cash paid for taxes $ 38.5   $ 20.6   $ 8.1  
Purchases of property and equipment included in accounts payable and accrued expenses $ 6.9   $ 3.2   $ 7.1  
Purchases of property, plant and equipment included in long-term debt $ 3.5   $ 7.1   $ 12.9  

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SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
The following table sets forth activities in the Company’s valuation allowance accounts:

Description Balance at
Beginning of
Year Additions Charged 
to Costs and
Expenses Other
Deductions Balance at
End
of Year
(in millions)
Year Ended December 31, 2025

Reserve for rebates, chargebacks and wholesaler fees
$ 171.7   $ 847.6   $ —   $ ( 786.5 ) $ 232.8  
Deferred tax valuation allowance $ 23.9   $ 6.7   $ —   $ —   $ 30.6  
Reserve for inventory excess and obsolescence
$ 24.3   $ 6.9   $ —   $ ( 6.7 ) $ 24.5  
Year Ended December 31, 2024

Reserve for rebates, chargebacks and wholesaler fees
$ 157.7   $ 587.8   $ —   $ ( 573.8 ) $ 171.7  
Deferred tax valuation allowance $ 202.9   $ 5.1   $ —   $ ( 184.2 ) $ 23.9  
Reserve for inventory excess and obsolescence
$ 9.8   $ 20.4   $ —   $ ( 5.9 ) $ 24.3  
Year Ended December 31, 2023

Reserve for rebates, chargebacks and wholesaler fees
$ 77.3   $ 465.5   $ —   $ ( 385.1 ) $ 157.7  
Deferred tax valuation allowance
$ 222.8   $ 73.5   $ 3.6   $ ( 97.1 ) $ 202.9  
Reserve for inventory excess and obsolescence
$ 5.5   $ 5.9   $ —   $ ( 1.5 ) $ 9.8  

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Item 9. Changes in and Disagreements With Accountants On Accounting And Financial Disclosure
None.

Item 9A. Controls and Procedures
Disclosure Controls and Procedures
Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of December 31, 2025, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at a reasonable assurance level.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Management’s assessment included an evaluation of the design of the Company’s internal control over financial reporting and testing of the operational effectiveness of our internal control over financial reporting. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission 2013 (“COSO”) in Internal Control — Integrated Framework (the COSO criteria). Based on our assessment, we believe that our internal controls over financial reporting were effective as of December 31, 2025.
The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by Grant Thornton LLP, an independent registered public accounting firm. Their report is included in Item 8 of this Form 10-K.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the three months ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information
(a) Compensatory Arrangements of Certain Officers
Approval of revised forms of Equity Agreements. On February 12, 2026, the Talent and Compensation Committee (the “Committee”) of our Board granted equity to executive officers pursuant to revised forms of Non-Qualified Stock Option Agreements (the “Stock Option Agreement”), Restricted Stock Unit Agreements (the “RSU Agreement”) and Performance Stock Unit Agreements (the “PSU Agreement”) for fiscal 2026 (the Stock Option Agreement, the RSU Agreement, and the PSU Agreement, collectively the “Equity Agreements”). The Equity Agreements reflect a clarification to the definition of “for Cause” termination, expand eligibility for prorated vesting on retirement if certain age and service requirements are met, augment the language relating to compensation recoupment, extend the option exercise period for certain terminations “without Cause”, and make additional clarifying language changes, as set forth in the agreements.
The above description of the Stock Option Agreement, the RSU Agreement, and the PSU Agreement do not purport to be complete and are qualified in their entirety by reference to the agreements attached to this report as Exhibit 10.23, 10.24, and 10.25, respectively, and incorporated herein by reference.
(b) Rule 10b5-1 Plans
During the fourth quarter of 2025, no director or executive officer adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance
The information required by this Item will be set forth in our definitive proxy statement for our 2026 Annual Meeting of Stockholders (the “Proxy Statement”) and is incorporated herein by reference.

Item 11. Executive Compensation
The information required by this Item will be set forth in the Proxy Statement and is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Other than as set forth below, the information required by this Item will be set forth in the Proxy Statement and is incorporated herein by reference.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table sets forth information regarding securities authorized for issuance under our equity compensation plans as of December 31, 2025.  

Plan Category Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights
(a) Weighted average
exercise price of
outstanding options,
warrants and rights
(b) Number of securities
remaining available for
future issuance
(excluding securities
reflected in column (a))
(c)
Equity compensation plans approved by security holders (1)
292,421  $ 207.66  7,276,489  (2)

Equity compensation plans not approved by security holders —  —  —  
Total 292,421  $ 207.66  7,276,489 

(1) Includes our 2025, 2017 and 2007 plans. Outstanding restricted stock units convert to common stock without the payment of consideration. As of December 31, 2025, 599,596 restricted stock units were outstanding. The weighted-average exercise price of outstanding options as of such date issued under these Plans (excluding restricted stock units) was $207.66. For more information relating to our equity compensation plans, see Note 17 to our consolidated financial statements.
(2) The shares available for future issuance are under our 2025 Plan, which includes shares related to awards outstanding under the 2017 and 2007 plans that are terminated by expiration, forfeiture, or cancellation.

Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item will be set forth in the Proxy Statement and is incorporated herein by reference.

Item 14. Principal Accounting Fees and Services
The information required by this Item will be set forth in the Proxy Statement and is incorporated herein by reference.
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PART IV

Item 15. Exhibits, Financial Statement Schedules
(a) Financial Statements and Schedules
(1) and (2) The required information is set forth in Item 8—“Financial Statements and Supplementary Data.”
(3) Exhibit Index:

Number Description
3.1 Eighth Amended and Restated Certificate of Incorporation of the Registrant (Incorporated by reference to Exhibit 3.1 to our Registration Statement on Form S-8 (No. 333-144636) filed July 17, 2007)

3.2 Second Amended and Restated By-laws of the Registrant (Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed February 24, 2022)

4.1 Specimen Stock Certificate (Incorporated by reference to Exhibit 4.1 to Amendment No.2 to our Registration Statement on Form S-1 (File No. 333-140694) filed April 25, 2007)

4.2 Indenture, dated as of September 6, 2019, between Insulet Corporation and Wells Fargo Bank, National Association, as Trustee (Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed September 9, 2019).

4.3 Indenture, dated as of March 20, 2025, between Insulet Corporation and Computershare Trust Company, National Association, as Trustee (Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed March 21, 2025).

10.1* Insulet Corporation 2017 Stock Option and Incentive Plan (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed May 19, 2017)

10.2* Form of Insulet Corporation 2017 Stock Option and Incentive Plan Incentive Stock Option Agreement for Employees (Incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2017, filed August 4, 2017)

10.3* Form of Insulet Corporation 2017 Stock Option and Incentive Plan Non-Qualified Stock Option Agreement for Employees (Incorporated by reference to Exhibit 10.5 to our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2017, filed August 4, 2017)

10.4* Form of Insulet Corporation 2017 Stock Option and Incentive Plan Non-Qualified Stock Option Agreement (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed February 24, 2022)

10.5* Form of Insulet Corporation 2017 Stock Option and Incentive Plan Performance Shares Agreement (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed March 1, 2022)

10.6* Third Amended and Restated 2007 Stock Option and Incentive Plan (Incorporated by reference to Appendix A to our Definitive Proxy Statement on Schedule 14A filed on April 2, 2015)

10.7* Form of Executive Officer 3 Year Incentive Stock Option Agreement under the Insulet Corporation Third Amended and Restated 2007 Stock Option and Incentive Plan (Incorporated by reference to Exhibit 10.7 to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2017, filed May 9, 2017)

10.8* Form of Non-Qualified Stock Option Agreement for Non-Employee Directors under the Third Amended and Restated 2007 Stock Option and Incentive Plan (Incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2016, filed August 4, 2016 )

10.9* Form of Insulet Corporation 2017 Stock Option and Incentive Plan Non-Qualified Stock Option Agreement (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed February 22, 2023)

10.10* Form of Insulet Corporation 2017 Stock Option and Incentive Plan Restricted Stock Unit Agreement (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed February 22, 2023)

10.11* Form of Insulet Corporation 2017 Stock Option and Incentive Plan Performance Stock Unit Agreement (Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K, filed February 22, 2023)

10.12* Form of Insulet Corporation 2017 Stock Option and Incentive Plan Non-Qualified Stock Option Agreement (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed March 1, 2024)

10.13* Form of Insulet Corporation 2017 Stock Option and Incentive Plan Restricted Stock Unit Agreement (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed March 1, 2024)

10.14* Form of Insulet Corporation 2017 Stock Option and Incentive Plan Performance Stock Unit Agreement (Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K, filed March 1, 2024)

10.15* Form of Insulet Corporation 2017 Stock Option and Incentive Plan Non-Qualified Stock Option Agreement (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed February 2 0, 2 025 )

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10.16* Form of Insulet Corporation 2017 Stock Option and Incentive Plan Restricted Stock Unit Agreement (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed February 20, 2025 )

10.17* Form of Insulet Corporation 2017 Stock Option and Incentive Plan Performance Stock Unit Agreement (Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K, filed February 20, 2025 )

10.18* Insulet Corporation 2025 Stock Option and Incentive Plan (Incorporated by reference to Exhibit 99.1 to our Registration Statement on Form S-8 filed on May 22, 2025)

10.19* Form of Insulet Corporation 2025 Stock Option and Incentive Plan Non-Qualified Stock Option Agreement (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed May 28, 2025)

10.20* Form of Insulet Corporation 2025 Stock Option and Incentive Plan Restricted Stock Unit Agreement (Incorporated by reference to Exhibit 10. 2 to our Current Report on Form 8-K, filed May 28, 2025)

10.21* Form of Insulet Corporation 2025 Stock Option and Incentive Plan Performance Stock Unit Agreement (Incorporated by reference to Exhibit 10. 3 to our Current Report on Form 8-K, filed May 28, 2025)

10.22* Form of Insulet Corporation 2025 Stock Option and Incentive Plan Restricted Stock Unit Agreement for Non-Employee Directors (Incorporated by reference to Exhibit 10. 4 to our Current Report on Form 8-K, filed May 28, 2025)

10.23*# Form of Insulet Corporation 2025 Stock Option and Incentive Plan Non-Qualified Stock Option Agreement

10.24*# Form of Insulet Corporation 2025 Stock Option and Incentive Plan Restricted Stock Unit Agreement

10.25*# Form of Insulet Corporation 2025 Stock Option and Incentive Plan Performance Stock Unit Agreement

10.26* Amended and Restated Annual Incentive Compensation Plan (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed December 17, 2025)

10.27* Amended and Restated Executive Severance Plan (Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed April 28, 2025)

10.28* Insulet Corporation Employee Stock Purchase Plan (Amended and Restated February 27, 2019) (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed May 30, 2019)

10.29* Insulet Corporation Deferred Compensation Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.1 to our Registration Statement on Form S-8, filed on November 2, 2023)

10.30* Form of Inventions, Non-Disclosure, Non-Solicitation, Non-Servicing and Non-Competition Agreement (Executive Officers other than Jim Hollingshead and Dan Manea) (Incorporated by reference to Exhibit 10.30 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed February 24, 2023)

10.31* Form of Confidentiality, Non-Solicit, Non-Compete, and IP Assignment Agreement, by and between the Company and Employee (Jim Hollingshead and Dan Manea) (Incorporated by reference to Exhibit 10.66 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed February 24, 2023)

10.32 Credit Agreement, dated as of May 4, 2021, by and among Insulet Corporation, the lenders and other parties party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed May 5, 2021).

10.33 Incremental Amendment to Credit Agreement, dated June 15, 2022, among Insulet Corporation, Insulet MA Securities Corporation, Morgan Stanley Senior Funding, Inc., as administrative agent, swingline lender, and letter of credit issuer, and the other lenders party thereto (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed June 16, 2022)

10.34 Second Amendment to Credit Agreement, dated November 30, 2022, between Insulet Corporation and Morgan Stanley Senior Funding, Inc., as administrative agent (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed December 1, 2022)

10.35 Third Amendment to Credit Agreement, dated November 30, 2022, between Insulet Corporation, Insulet MA Securities Corporation, the lenders and other parties thereto and Morgan Stanley Senior Funding, Inc., as administrative agent (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed December 1, 2022)

10.36 Fourth Amendment to Credit Agreement, dated June 9, 2023, among Insulet Corporation, Insulet MA Securities Corporation, Morgan Stanley Senior Funding, Inc., as administrative agent, swingline lender, and letter of credit issuer, and the other lenders party thereto (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed June 9, 2023)

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10.37 Fifth Amendment to Credit Agreement, dated January 24, 2024, among Insulet Corporation, Insulet MA Securities Corporation, Morgan Stanley Senior Funding, Inc., as administrative agent, and the other lenders party thereto (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed January 25, 2024)

10.38 Sixth Amendment to Credit Agreement, dated August 2, 2024, among Insulet Corporation, Insulet MA Securities Corporation, Morgan Stanley Senior Funding, Inc., as administrative agent, and the other lenders party thereto (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed August 5, 2024)

10.39 Seventh Amendment to Credit Agreement, dated March 20, 2025, among Insulet Corporation, Insulet MA Securities Corporation, Morgan Stanley Senior Funding, Inc., as administrative agent, swingline lender, and letter of credit issuer, and the other lenders party thereto (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed March 21, 2025)

10.40 Eighth Amendment to Credit Agreement, dated June 6, 2025, among Insulet Corporation, Insulet MA Securities Corporation, Morgan Stanley Senior Funding, Inc., as administrative agent, and the other lenders party thereto (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed June 9 , 2025)

10.41 Form of Unwind Agreement (Incorporated by reference to Exhibit 10. 2 to our Current Report on Form 8-K filed June 9, 2025)

10.42 Purchase and Sale Agreement by and between 100 Nagog Park Limited Partnership and Insulet Corporation, dated December 16, 2016 (Incorporated by reference to Exhibit 1.1 to our Current Report on Form 8-K filed December 20, 2016 (Items 1.01 and 9.01)

10.43+ Supply Agreement, dated November 21, 2013, between Amgen and Insulet Corporation, as amended by Amendment No. 1 through Amendment No. 14 (Incorporated by reference to Exhibit 10.18 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed February 28, 2017)

10.44++ Amendment Number 15 to the Supply Agreement by and between Amgen Inc. and Insulet Corporation, dated July 12, 2017 (Incorporated by reference to Exhibit 10.55 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed February 24, 2023)

10.45+ Amendment No. 16, entered into effective as of August 15, 2018, to Supply Agreement, dated November 21, 2013, between Amgen Inc. and Insulet Corporation (Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2018, filed November 1, 2018)

10.46++ Amendment Number 17 to the Supply Agreement by and between Amgen Inc. and Insulet Corporation, dated April 1, 2019 (Incorporated by reference to Exhibit 10.56 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed February 24, 2023)

10.47++ Amendment Number 18 to the Supply Agreement by and between Amgen Inc. and Insulet Corporation, dated August 1, 2019 (Incorporated by reference to Exhibit 10.57 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed February 24, 2023)

10.48++ Amendment Number 19 to the Supply Agreement by and between Amgen Inc. and Insulet Corporation, dated July 13, 2020 (Incorporated by reference to Exhibit 10.58 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed February 24, 2023)

10.49++ Amendment Number 20 to the Supply Agreement by and between Amgen Inc. and Insulet Corporation, dated June 25, 2021 (Incorporated by reference to Exhibit 10.59 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed February 24, 2023)

10.50+ Amendment Number 21, dated as of June 1, 2023 to the Supply Agreement by and between Amgen Inc. and Insulet Corporation (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed June 7, 2023)

10.51#++ Amended and Restated Materials Supplier Agreement between Insulet Corporation and Sanmina Corporation, effective Nov ember 14, 2025

10.52++ Development Agreement by and between Insulet Corporation and DexCom, Inc, dated December 7, 2016 (Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2022, filed August 5, 2022)

10.53++ Amendment No.1 to Development Agreement by and between Insulet Corporation and DexCom, Inc, dated November 21, 2019 (Incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2022, filed August 5, 2022)

10.54++ Commercialization Agreement by and between Insulet Corporation and DexCom, Inc, dated November 21, 2019 (Incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2022, filed August 5, 2022)

10.55#++
Amendment No. 1 . dated as of January 5, 2026 to the Commercialization Agreement by and between Insulet Corporation and DexCom, Inc, dated November 21, 2019

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10.56++
Data Agreement by and between Insulet Corporation and DexCom, Inc, dated May 7, 2020 (Incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2022, filed August 5, 2022)

10.57++
Amended and Restated Development and Commercialization Agreement by and between Insulet Corporation and Abbott Diabetes Care, Inc., dated September 13, 2021 (Incorporated by reference to Exhibit 10.56 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed February 23, 2024).

10.58++
Amendment No. 1 to the Amended and Restated Development and Commercialization Agreement by and between Insulet Corporation and Abbott Diabetes Care, Inc., dated January 5, 2022 (Incorporated by reference to Exhibit 10.57 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed February 23, 2024).

10.59++
Amendment No. 2 to the Amended and Restated Development and Commercialization Agreement by and between Insulet Corporation and Abbott Diabetes Care, Inc., dated June 6, 2022 (Incorporated by reference to Exhibit 10.58 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed February 23, 2024).

10.60++
Amendment No. 3, dated as of March 20, 2024, to the Amended and Restated Development and Commercialization Agreement by and between Insulet Corporation and Abbott Diabetes Care Inc. dated as of September 13, 2021 (Incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024, filed August 9, 2024).

10.61++
Amendment No. 4, dated as of June 27, 2024, to the Amended and Restated Development and Commercialization Agreement by and between Insulet Corporation and Abbott Diabetes Care Inc. dated as of September 13, 2021 (Incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024, filed August 9, 2024).

10.62#++
Amendment No. 5 , dated as of December 19 , 2024, to the Amended and Restated Development and Commercialization Agreement by and between Insulet Corporation and Abbott Diabetes Care Inc. dated as of September 13, 2021

10.63#++
Amendment No. 6 , dated as of June 12 , 202 5 , to the Amended and Restated Development and Commercialization Agreement by and between Insulet Corporation and Abbott Diabetes Care Inc. dated as of September 13, 2021

10.64#++
Amendment No. 7 , dated as of October 28 , 2025, to the Amended and Restated Development and Commercialization Agreement by and between Insulet Corporation and Abbott Diabetes Care Inc. dated as of September 13, 2021

10.65#++
Amendment No. 8 , dated as of December 15 , 2025, to the Amended and Restated Development and Commercialization Agreement by and between Insulet Corporation and Abbott Diabetes Care Inc. dated as of September 13, 2021

10.66++
Purchase Agreement by and between Insulet Corporation and NXP USA, Inc., dated October 12, 2017 (Incorporated by reference to Exhibit 10.59 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed February 23, 2024).

10.67++
Amendment, dated November 30, 2019, to the Purchase Agreement dated October 12, 2017 by and between Insulet Corporation and NXP USA, Inc (Incorporated by reference to Exhibit 10.64 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed February 23, 2024).

10.68++
Addendum, dated as of May 15, 2024, to the Purchase Agreement by and between Insulet Corporation and NXP USA, Inc., dated October 12, 2017 (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed May 20, 2024).

10.69++
Addendum, effective January 1, 2026, to the Purchase Agreement by and between Insulet Corporation and NXP USA, Inc., dated October 12, 2017 (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed February 3 , 2026).

10.70+
Master Equipment and Services Agreement between Insulet Corporation and ATS Automated Tooling Systems Inc., dated August 31, 2016 (Incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2016, filed November 4, 2016)

10.71++
First Amendment to the Master Equipment and Services Agreement originally dated August 31, 2016 between lnsulet Corporation and ATS Automation Tooling Systems Inc., dated 31 August 2021 (Incorporated by reference to Exhibit 10.52 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed February 24, 2023)

10.72++
Second Amendment to the Master Equipment and Services Agreement originally dated August 31, 2016 between lnsulet Corporation and ATS Automation Tooling Systems Inc., dated 31 August 2022 (Incorporated by reference to Exhibit 10.53 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed February 24, 2023)

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10.73#++
Third Amendment to Master Equipment and Services Agreement originally dated August 31, 2016 between Insulet Corporation and ATS Automation Tooling Systems Inc., dated August 31, 2024

10.74++
Patent Assignment and License Agreement, dated February 9, 2023, between Insulet Corporation, Bigfoot Biomedical, Inc. and Patients Pending, Ltd. (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed February 14, 2023)

10.75*
Offer Letter between Ana Maria Chadwick and Insulet Corporation dated March 4, 2024 (Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024, filed May 10, 2024)

10.76*
Consulting Services Agreement by and between Insulet Corporation and Mark Field, effective March 14, 2025 (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K/A filed April 9, 2025)

10.77*
Offer Letter between Ashley McEvoy and Insulet Corporation, dated April 28, 2025 (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed April 28, 2025)

10.78*
Separation Agreement between James R. Hollingshead and Insulet Corporation, dated April 28, 2025 (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed April 28, 2025)

10.79*
Offer Letter between Lisa Blair Davis and Insulet Corporation, dated June 27, 2025

10.80
Form of Unwind Agreement (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed June 9, 2025)

10.81*
Offer Letter between Flavia H. Pease and Insulet Corporation, dated September 11, 2025 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 16, 2025)

10.82*#
Separation Agreement between Insulet Corporation and Daniel Manea, dated August 6, 2025

19.1#
Insulet Corporation Amended and Restated Insider Trading Policy

21.1# Subsidiaries of the Registrant

23.1# Consent of Independent Registered Public Accounting Firm (Grant Thornton LLP)

24.1# Power of Attorney (included on signature page)

31.1# Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer

31.2# Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer

32.1** Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Executive Officer and Chief Financial Officer

97.1 Insulet Corporation Compensation Recoupment Policy (Incorporated by reference to Exhibit 97.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed February 23, 2024).

101 The following materials from Insulet Corporation’s Annual Report on Form 10-K for the year ended December 31, 2025 formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Income; (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statements of Stockholders’ Equity; (v) the Consolidated Statements of Cash Flows

+ Confidential treatment granted as to certain portions of this exhibit.

++ Certain portions of this exhibit are considered confidential and have been omitted as permitted under SEC rules and regulations.

* Management contract or compensation plan.

# Filed herewith.

** Furnished herewith.

Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

INSULET CORPORATION
 
(Registrant)

February 18, 2026 /s/ Ashley A. McEvoy

Ashley A. McEvoy

Chief Executive Officer
(Principal Executive Officer)

 

February 18, 2026 /s/ Flavia H. Pease

Flavia H. Pease

Chief Financial Officer, Executive Vice President
(Principal Financial Officer)

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POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Insulet Corporation, hereby severally constitute and appoint Ashley McEvoy and Flavia H. Pease, and each of them singly, our true and lawful attorneys, with full power to them and each of them singly, to sign for us in our names in the capacities indicated below, on all amendments to this Report, and generally to do all things in our names and on our behalf in such capacities to enable Insulet Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and all requirements of the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities on February 18, 2026.

Signature    Title
/s/ Ashley A. McEvoy
Chief Executive Officer and Director

Ashley A. McEvoy
   (Principal Executive Officer)

/s/ Flavia H. Pease
Chief Financial Officer, Executive Vice President

Flavia H. Pease
   (Principal Financial Officer)

/s/ Luciana Borio, M.D.

Luciana Borio, M.D.    Director

/s/ Wayne A.I. Frederick, M.D.

Wayne A.I. Frederick, M.D. Director

/s/ Jessica Hopfield

Jessica Hopfield Director

/s/ Michael R. Minogue

Michael R. Minogue    Director

/s/ Robert L. Huffines

Robert L. Huffines
Director

/s/ Timothy J. Scannell

Timothy J. Scannell Director

/s/ Timothy C. Stonesifer

Timothy C. Stonesifer
Director

/s/ Elizabeth H. Weatherman

Elizabeth H. Weatherman
Director

81