Cover and table of contents

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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form 10-Q


☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-33462


INSULET CORPORATION

(Exact name of Registrant as specified in its charter)


Delaware04-3523891
(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.)
100 Nagog ParkActonMassachusetts01720
(Address of Principal Executive Offices)(Zip Code)

Registrant’s Telephone Number, Including Area Code: (978) 600-7000


Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

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

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 Par Value Per SharePODDThe NASDAQ Stock Market, LLC

As of May 1, 2025, the registrant had 70,374,923 shares of common stock outstanding.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (Unaudited)3
Condensed Consolidated Balance Sheets (Unaudited) as of March 31, 2025 and December 31, 20243
Condensed Consolidated Statements of Income (Unaudited) for the three months ended March 31, 2025 and 20244
Condensed Consolidated Statements of Comprehensive Income (Unaudited) for the three months ended March 31, 2025 and 20245
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) for the three months ended March 31, 2025 and 20246
Condensed Consolidated Statements of Cash Flows (Unaudited) for the three months ended March 31, 2025 and 20247
Notes to Condensed Consolidated Financial Statements (Unaudited)8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations19
Item 3. Quantitative and Qualitative Disclosures About Market Risk26
Item 4. Controls and Procedures26
PART II. OTHER INFORMATION
Item 1. Legal Proceedings28
Item 1A. Risk Factors28
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds28
Item 3. Defaults Upon Senior Securities28
Item 4. Mine Safety Disclosures28
Item 5. Other Information28
Item 6. Exhibits29
Signatures30

PART I - FINANCIAL INFORMATION

Item 1.Condensed Consolidated Financial Statements (Unaudited)

INSULET CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in millions, except share and per share data)March 31, 2025December 31, 2024
ASSETS
Current Assets
Cash and cash equivalents$1,283.1$953.4
Accounts receivable trade, net of allowance for credit losses283.1252.5
Accounts receivable trade, net — related party119.2113.0
Inventories440.8430.4
Prepaid expenses and other current assets202.2142.0
Total current assets2,328.41,891.3
Property, plant and equipment, net718.7723.1
Other intangible assets, net99.898.5
Goodwill51.551.5
Other assets (includes $1.4 and $10.2 at fair value)318.9323.3
Total assets$3,517.3$3,087.7
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable$57.6$19.8
Accrued expenses and other current liabilities378.6423.8
Accrued expenses and other current liabilities — related party1.11.0
Current portion of long-term debt83.183.8
Total current liabilities520.4528.4
Long-term debt, net1,612.31,296.1
Other liabilities53.951.6
Total liabilities2,186.61,876.1
Commitments and contingencies (note 12)
Stockholders’ Equity
Preferred stock, $.001 par value, 5,000,000 authorized; none issued and outstanding——
Common stock, $.001 par value, 100,000,000 authorized; 70,361,846 and 70,196,031 issued and outstanding0.10.1
Additional paid-in capital1,260.91,184.4
Accumulated earnings75.740.3
Accumulated other comprehensive loss(6.0)(13.2)
Treasury stock(0.2)—
Deferred compensation0.2—
Total stockholders’ equity1,330.71,211.6
Total liabilities and stockholders’ equity$3,517.3$3,087.7

The accompanying notes are an integral part of these condensed consolidated financial statements.

INSULET CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

Three Months Ended March 31,
(in millions, except share and per share data)20252024
Revenue$420.5$329.9
Revenue from related party148.5111.8
Total revenue569.0441.7
Cost of revenue160.0134.9
Gross profit409.0306.8
Research and development expenses59.650.2
Selling, general and administrative expenses260.6199.7
Operating income88.856.9
Interest expense(9.2)(10.7)
Interest income10.39.4
Loss on extinguishment of debt(39.5)—
Other expense, net(2.3)(0.7)
Income before income taxes48.154.9
Income tax expense(12.7)(3.4)
Net income$35.4$51.5
Earnings per share:
Basic$0.50$0.74
Diluted$0.50$0.73
Weighted-average number of common shares outstanding (in thousands):
Basic70,27269,957
Diluted74,11173,741

The accompanying notes are an integral part of these condensed consolidated financial statements.

INSULET CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

Three Months Ended March 31,
(in millions)20252024
Net income$35.4$51.5
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment10.3(6.6)
Unrealized loss on cash flow hedges, net of tax(3.1)(1.9)
Other comprehensive income (loss), net of tax7.2(8.5)
Comprehensive income$42.6$43.0

The accompanying notes are an integral part of these condensed consolidated financial statements.

INSULET CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

Three Months Ended March 31, 2025

Common StockAdditional Paid-in CapitalAccumulated EarningsAccumulated Other Comprehensive LossTreasury StockDeferred CompensationTotal Shareholders’ Equity
(dollars in millions)Shares (in thousands)Amount
Balance at December 31, 202470,196$0.1$1,184.4$40.3$(13.2)$—$—$1,211.6
Net income———35.4———35.4
Other comprehensive income, net of tax————7.2——7.2
Exercise of options to purchase common stock38—2.5————2.5
Stock-based compensation expense——18.2————18.2
Restricted stock units vested, net of shares withheld for taxes128—(21.2)————(21.2)
Deferred compensation—————(0.2)0.2—
Settlement of capped call options——77.0————77.0
Balance at March 31, 202570,362$0.1$1,260.9$75.7$(6.0)$(0.2)$0.2$1,330.7

Three Months Ended March 31, 2024

Common StockAdditional Paid-in CapitalAccumulated DeficitAccumulated Other Comprehensive Income (Loss)Total Shareholders’ Equity
(dollars in millions)Shares (in thousands)Amount
Balance at December 31, 202369,907$0.1$1,102.6$(378.0)$8.0$732.7
Net income———51.5—51.5
Other comprehensive loss————(8.5)(8.5)
Exercise of options to purchase common stock55—5.8——5.8
Stock-based compensation expense——14.2——14.2
Restricted stock units vested, net of shares withheld for taxes58—(5.0)——(5.0)
Balance at March 31, 202470,020$0.1$1,117.6$(326.5)$(0.5)$790.7

The accompanying notes are an integral part of these condensed consolidated financial statements.

INSULET CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

Three Months Ended March 31,
(in millions)20252024
Cash flows from operating activities
Net income$35.4$51.5
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization21.718.8
Stock-based compensation expense18.214.2
Non-cash interest expense2.52.0
Loss on extinguishment of debt39.5—
Provision for credit losses4.81.2
Other6.70.1
Changes in operating assets and liabilities:
Accounts receivable(27.2)3.5
Accounts receivable — related party(6.2)33.1
Inventories(6.6)(29.6)
Prepaid expenses and other assets(12.8)(0.4)
Accounts payable36.555.5
Accrued expenses and other liabilities(48.8)(62.4)
Accrued expenses and other liabilities — related party0.10.1
Net cash provided by operating activities63.887.6
Cash flows from investing activities
Capital expenditures(12.3)(22.1)
Investments in developed software(3.4)(1.9)
Net cash used in investing activities(15.7)(24.0)
Cash flows from financing activities
Proceeds from issuance of senior unsecured notes, net of issuance costs440.7—
Repayment of convertible debt(163.9)—
Settlement of capped call options23.1—
Repayment of term loan B(1.3)(1.3)
Repayment of equipment financings(3.5)(7.2)
Financing lease payments—(5.8)
Repayment of mortgage(0.6)(0.6)
Proceeds from secured borrowing (note 3)15.4—
Repayment of secured borrowing (note 3)(13.4)—
Proceeds from exercise of stock options2.55.8
Payment of withholding taxes in connection with vesting of restricted stock units(21.2)(5.0)
Net cash provided by (used in) financing activities277.8(14.1)
Effect of exchange rate changes on cash and cash equivalents3.8(2.5)
Net increase in cash, cash equivalents and restricted cash329.747.0
Cash and cash equivalents at beginning of period953.4704.2
Cash and cash equivalents at end of period$1,283.1$751.2
Supplemental noncash information:
Purchases of property and equipment included in accounts payable and accrued expenses$3.5$7.0
Purchases of property, plant and equipment included in long-term debt$2.4$—

The accompanying notes are an integral part of these condensed consolidated financial statements.

INSULET CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements reflect the consolidated income of Insulet Corporation and its subsidiaries (“Insulet” or the “Company”). The unaudited 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. In management’s opinion, the unaudited consolidated financial statements contain all normal recurring adjustments necessary for a fair statement of the interim results reported. Operating results for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2025, or for any other subsequent interim period.

The year-end balance sheet data was derived from audited consolidated financial statements. These unaudited consolidated financial statements do not include all of the annual disclosures required by GAAP; accordingly, they should be read in conjunction with the Company’s audited consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Related Party Transactions

The spouse of one of the members of the Company's Board of Directors is 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.

Shipping and Handling Costs

Shipping and handling costs included in selling, general and administrative expenses were $4.6 million and $3.4 million for the three months ended March 31, 2025 and 2024, respectively.

Advertising Costs

Advertising costs were $19.2 million and $9.5 million for the three months ended March 31, 2025 and 2024, respectively and were included in selling, general and administrative expenses.

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, accrued expenses and other liabilities, are carried at cost, which approximates their fair value because of their short-term maturity.

Note 2. Revenue and Contract Acquisition Costs

The following table summarizes the Company’s disaggregated revenue:

Three Months Ended March 31,
(in millions)20252024
U.S.$401.7$317.7
International152.4115.3
Total Omnipod products554.1433.0
Drug Delivery14.98.7
Total revenue$569.0$441.7

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

Three Months Ended March 31,
20252024
Distributor A25%25%
Distributor B24%31%
Distributor C23%22%

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

(in millions)March 31, 2025December 31, 2024
Accrued expenses and other current liabilities$15.4$12.0
Other liabilities0.72.0
Total deferred revenue$16.1$14.0

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

Three Months Ended March 31,
(in millions)20252024
Deferred revenue recognized$5.6$3.1

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:

(in millions)March 31, 2025December 31, 2024
Prepaid expenses and other current assets$21.4$20.1
Other assets43.740.8
Total capitalized contract acquisition costs, net$65.1$60.9

The Company recognized $5.1 million and $4.2 million of amortization of capitalized contract acquisition costs during the three months ended March 31, 2025 and 2024, respectively.

Note 3. Accounts Receivable, Net

Accounts receivable were comprised of the following:

(in millions)March 31, 2025December 31, 2024
Accounts receivable trade, net$271.8$242.8
Unbilled receivable11.39.7
Accounts receivable, net$283.1$252.5

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

March 31, 2025December 31, 2024
Distributor A30%35%
Distributor B24%27%
Distributor C13%15%

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

Three Months Ended March 31,
(in millions)20252024
Credit losses at beginning of year$1.4$2.5
Provision for expected credit losses0.11.2
Write-offs charged against allowance(0.1)(0.2)
Recoveries of amounts previously reserved——
Credit losses at the end of period$1.4$3.5

The Company outsources the insurance claim submissions process to a third-party service provider in one country in which it operates. Under this agreement, the Company transfers certain receivables in exchange for cash in advance. If the third-party service provider is unable to collect on the transferred receivables, the third-party service provider has recourse to the Company. This arrangement is accounted for as a secured borrowing with a pledge of collateral as the transfer does not meet the criteria for sale accounting. Receivables pledged as collateral of $14.8 million and $12.2 million are included in accounts receivable on the consolidated balance sheet as of March 31, 2025 and December 31, 2024, respectively. Liabilities associated with the secured borrowings of $14.8 million and $12.2 million are included within accrued expenses and other current liabilities in the consolidated balance sheet at March 31, 2025 and December 31, 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 4. Inventories

Inventories were comprised of the following:

(in millions)March 31, 2025December 31, 2024
Raw materials$163.7$156.7
Work in process62.281.2
Finished goods214.9192.5
Total inventories$440.8$430.4

Note 5. Cloud Computing Costs

Capitalized costs to implement cloud computing arrangements at cost and accumulated amortization were as follows:

(in millions)March 31, 2025December 31, 2024
Short-term portion$32.7$31.7
Long-term portion140.0135.3
Total capitalized implementation costs172.7167.0
Less: accumulated amortization(70.0)(62.4)
Capitalized implementation costs, net$102.7$104.6

Amortization expense was $7.6 million and $6.1 million for the three months ended March 31, 2025 and 2024, respectively.

Note 6. Goodwill and Other Intangible Assets, Net

The carrying amount of goodwill was $51.5 million at both March 31, 2025 and December 31, 2024.

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

March 31, 2025December 31, 2024
(in millions)Gross Carrying AmountAccumulated AmortizationNet Book ValueGross Carrying AmountAccumulated AmortizationNet Book Value
Customer relationships$43.1$(34.1)$9.0$43.1$(33.5)$9.6
Internal-use software56.1(16.2)39.952.4(15.6)36.8
Developed technology27.4(5.4)22.027.4(4.9)22.5
Patents36.2(7.3)28.936.2(6.6)29.6
Total intangible assets$162.8$(63.0)$99.8$159.1$(60.6)$98.5

Amortization expense for intangible assets was $2.4 million for both the three months ended March 31, 2025 and 2024.

Note 7. Investments

Equity Securities Measured at Fair Value on a Non-Recurring Basis

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 as of March 31, 2025 and December 31, 2024, respectively, and was included within other assets on the consolidated balance sheets. 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 investments are measured at fair value as of the date that the observable transaction occurred and categorized as Level 2 in the fair value hierarchy. A $2.8 million impairment was recorded during the three months ended March 31, 2025. As of both March 31, 2025 and December 31, 2024 cumulative gains were $0.8 million.

Debt Securities

The Company has a strategic investment in debt securities of a privately held entity, which mature in December 2026 unless converted earlier and is included in other assets on the consolidated balance sheets. During the three months ended March 31, 2025, the Company recorded a $4.7 million provision for credit loss associated with this debt investment, which is included in selling, general and administrative expenses. The amortized cost basis of the debt securities was $5.0 million as of both March 31, 2025 and December 31, 2024. The amount of interest earned on the investment for the three months ended March 31, 2025 and 2024 was insignificant. Refer to note 10 for the fair values.

Note 8. Accrued Expenses and Other Current Liabilities

The components of accrued expenses and other current liabilities were as follows:

(in millions)March 31, 2025December 31, 2024
Accrued rebates$162.7$148.3
Employee compensation and related costs89.5142.8
Professional and consulting services42.151.6
Other84.381.1
Accrued expenses and other current liabilities$378.6$423.8

Product Warranty Costs

The Company provides a four-year warranty on its Controllers and Personal Diabetes Managers (“PDMs”) 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. Cost to service the claims reflects the current product cost, reclaim costs, shipping and handling costs and direct and incremental distribution and customer service support costs. Since the Company continues to introduce new products and versions, the anticipated performance of the product over the warranty period is also considered in estimating warranty reserves. Warranty expense is recorded in cost of revenue in the consolidated statements of income.

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

Three Months Ended March 31,
(in millions)20252024
Product warranty liability at beginning of period$13.9$10.3
Warranty expense7.65.5
Warranty fulfillment(5.4)(4.5)
Product warranty liability at the end of period$16.1$11.3

Note 9. Debt

The components of debt consisted of the following:

March 31, 2025December 31, 2024
(in millions)Maturity DateAmountAmount
Equipment financing2025$6.7$8.6
Mortgage202560.361.0
Convertible Senior Notes2026674.8800.0
Equipment financing19.817.5
Equipment financing202821.923.4
Revolving Credit Facility2030——
Term Loan B2031481.2482.5
Senior Unsecured Notes2033450.0—
Unamortized debt discount2025 - 2033(4.4)(5.4)
Debt issuance costs2025 - 2033(14.9)(7.7)
Total debt, net1,695.41,379.9
Less: current portion83.183.8
Total long-term debt, net$1,612.3$1,296.1

Equipment Financing

The Company has two outstanding loans secured by manufacturing lines located at the Company’s Acton, Massachusetts manufacturing facility. Additionally, in 2023, the Company entered into an arrangement under which the Company may obtain up to $24.0 million of financing for manufacturing equipment. The Company’s obligation reflects payments made to date by the third-party bank to the equipment manufacturer, net of discount and less repayment of principal. The financing obligation will mature 36 months following the date the lender has completed their inspection of the equipment, which is included in property, plant and equipment on the consolidated balance sheets.

Convertible Senior Notes

The Company’s 0.375% Convertible Senior Notes due September 2026 (the “Convertible Senior Notes”) have an effective interest rate of 0.76%. The components of interest expense related to the Convertible Senior Notes for the three months ended March 31, 2025 and 2024 were as follows:

Three Months Ended March 31,
(in millions)20252024
Contractual interest expense$0.8$0.8
Amortization of debt issuance costs0.70.7
Total interest recognized on the Convertible Notes$1.5$1.5

As of March 31, 2025 and December 31, 2024, unamortized issuance costs associated with the Convertible Notes were $3.7 million and $5.1 million, respectively.

The Convertible Notes are convertible into cash, shares of the Company’s common stock, or the combination of cash and shares of common stock, at the Company’s election, at an initial conversion rate of 4.4105 shares of common stock per $1,000 principal amount of the notes, which is equivalent to a conversion price of $226.73 per share, subject to adjustment under certain circumstances. The notes will be convertible at the holder’s election, from June 1, 2026 through August 28, 2026 and prior to then under certain circumstances as set forth in the agreement. Additionally, on or after September 6, 2023, the Company may redeem for cash all or a portion of the Convertible Notes, if its stock price has been equal to or greater than $294.75 for at least 20 of the prior 30 consecutive trading days including the date which the Company provides notice of redemption.

Additional interest of 0.5% per annum is payable if the Company fails to timely file required documents or reports with the Securities and Exchange Commission (“SEC”). If the Company merges or consolidates with a foreign entity, the Company may be required to pay additional taxes. The Company determined that the higher interest payments and tax payments required in certain circumstances were embedded derivatives that should be bifurcated and accounted for at fair value. The Company assessed the value of the embedded derivatives at each balance sheet date and determined they had nominal value.

In conjunction with the issuance of the Convertible Notes, the Company purchased Capped Calls on the Company’s common stock with certain counterparties to reduce the potential dilution to its common stock (or, in the event the conversion is settled in cash, to provide a source of cash to settle a portion of its cash payment obligation) if, at the time of conversion, its stock price exceeds the conversion price under the Convertible Notes. The Capped Calls have an initial strike price of $335.90 per share, which represents a premium of 100% over the last reported sale price of the Company’s common stock of $167.95 per share on the date of the transaction. The Capped Calls cover 3.5 million shares of common stock and are recorded within stockholders’ equity on the consolidated balance sheets.

In March 2025, the Company repurchased $125.2 million in principal ($124.5 million net of issuance costs) of its 0.375% Convertible Senior Notes for $162.5 million in cash. The debt repurchase resulted in a $39.5 million loss on extinguishment, including transaction costs. Additionally, the Company received $23.1 million of proceeds from the settlement of a portion of the capped calls options that corresponds to the amount of Convertible Senior Notes repurchased.

In April 2025, the Company repurchased an additional $294.8 million in principal ($293.2 million net of issuance costs) of the Convertible Senior Notes for $377.6 million in cash. This debt repurchase resulted in an $84.4 million loss on extinguishment. Additionally, the Company received $52.6 million of proceeds from the settlement of capped calls options associated with the repurchase of the Convertible Senior Notes. Following this transaction, the Company has approximately $380.0 million aggregate principal amount of Convertible Senior Notes outstanding. The remaining capped call options cover 1.7 million shares of common stock.

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.

Senior Unsecured Notes

In March 2025, the Company issued $450 million aggregate principal amount of 6.5% senior unsecured notes due April 2033, which have an effective interest rate of 6.84%. 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.

Carrying Value

At the end of each period, the carrying value of the Company’s debt was comprised of the following:

(in millions)March 31, 2025December 31, 2024
Convertible Notes$671.1$794.9
Term Loan B475.3475.1
Senior Unsecured Notes440.7—
Equipment financings48.249.3
Mortgage60.160.6
Total debt, net$1,695.4$1,379.9

Note 10. Financial Instruments and Fair Value

Fair value disclosures for equity investments without readily determinable fair values are disclosed in note 7.

Financial Instruments Disclosed at Fair Value

The following tables provide a summary of the significant financial instruments that are disclosed at fair value on a recurring basis:

Fair Value Measurements at March 31, 2025
(in millions)Level 1Level 2Level 3Total
Term Loan B**(1)**$482.8$—$—$482.8
Senior Unsecured Notes (1)457.4——457.4
Convertible Senior Notes**(2)**—856.1—856.1
Equipment financings**(3)**——48.248.2
Mortgage**(3)**——60.160.1
Total$940.2$856.1$108.3$1,904.6
Fair Value Measurements at December 31, 2024
(in millions)Level 1Level 2Level 3Total
Term Loan B**(1)**$485.8$—$—$485.8
Convertible Senior Notes**(2)**—1,018.8—1,018.8
Equipment financings**(3)**——49.349.3
Mortgage**(3)**——60.660.6
Total$485.8$1,018.8$109.9$1,614.5

(1) Fair value was determined using quoted market prices.

(2) Fair value was determined using market prices obtained from third-party pricing sources.

(3) Fair value approximates carrying value and was determined using the cost basis.

Assets Measured at Fair Value on a Recurring Basis

The following tables provide a summary of assets that are measured at fair value on a recurring basis:

Fair Value Measurements at March 31, 2025
(in millions)Level 1Level 2Level 3Total
Cash(1)$141.2$—$—$141.2
Money market mutual funds(1)1,014.6——1,014.6
Term deposits(1)—127.3—127.3
Interest rate swaps(2)—1.4—1.4
Total assets$1,155.8$128.7$—$1,284.5
Fair Value Measurements at December 31, 2024
(in millions)Level 1Level 2Level 3Total
Cash(1)$133.4$—$—$133.4
Money market mutual funds(1)820.0——820.0
Interest rate swaps(2)—5.5—5.5
Debt securities(3)——4.74.7
Total assets$953.4$5.5$4.7$963.6

(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 on the consolidated balance sheets.

(3) Fair value is determined using industry standard valuation models and market-based unobservable inputs, including credit spread and risk free rate ranging from 4.0% to 4.7%.

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. There was a change in the fair value of the Level 3 debt securities during the three months ended March 31, 2025 resulting from a $4.7 million provision for credit loss. There were no changes in the fair values of the Level 3 debt securities during the three months ended March 31, 2024.

Below is a reconciliation of changes in fair value of our debt and equity investment for the three months ended March 31, 2025.

(in millions)Debt SecuritiesEquity SecuritiesTotal
Balance at beginning of period$4.7$2.8$7.5
Provision for credit loss included in selling, general and administrative expenses(4.7)—(4.7)
Unrealized loss included in other expense, net—(2.8)(2.8)
Balance at the end of period$—$—$—

There were no changes in the fair value of our debt and equity investments during the three months ended March 31, 2024.

Note 11. Derivative Instruments

The Company manages interest rate exposure through the use of interest rate swap transactions with financial institutions acting as principal counterparties. Under the Company’s interest rate swap agreements, the Company receives variable rate interest payments and pays fixed interest rates of 0.95% and 0.96% on a total notional value of $480.0 million of its Term Loan B. The Company has designated the interest rate swaps as cash flow hedges.

As of March 31, 2025, $1.4 million of net gains related to the interest rate swaps included in accumulated other comprehensive income will be reclassified into the statement of income over the next 12 months. When recognized, gains and losses on cash flow hedges reclassified from accumulated other comprehensive income (loss) are recognized within interest expense, net in the consolidated statement of income.

In April 2025, these interest rate swaps expired and were replaced with interest rate swaps in which the Company 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 Company has designated the interest rate swaps as cash flow hedges.

Note 12. 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 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 takes 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 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. Insulet anticipates Defendants to appeal the final judgment and permanent injunction; accordingly, the Company has not recorded the damages awarded in the Company’s consolidated statement of income.

Note 13. Segment and Geographic Data

The Company’s product offering primarily consists of the Omnipod platform and drug delivery device based on the Omnipod platform. Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated on a regular basis by the chief operating decision-maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance of the segment. The Company has concluded that its Chief Executive Officer (“CEO”) is the CODM as the CEO is the ultimate decision maker for key operating decisions, determining the allocation of resources and assessing the financial performance of the Company. The Company operates under one reportable segment. While decisions, allocations, and assessments are performed by the CODM using consolidated operating income, net income is also provided to the CODM.

Geographic information about revenue, based on customer location, is as follows:

Three Months Ended March 31,
(in millions)20252024
U.S.$416.6$326.4
International152.4115.3
Total revenue$569.0$441.7

The following table presents selected financial information for the Company’s single operating segment, including significant expenses:

Three Months Ended March 31,
(in millions)20252024
Total revenue$569.0$441.7
Materials(1)78.665.5
Factory conversion(2)46.338.9
Depreciation and amortization(3)4.76.1
Other costs of revenue(4)30.424.4
Cost of revenue160.0134.9
Labor(5)147.1114.9
Outside services(6)67.063.1
Depreciation and amortization12.911.2
Other operating expenses(7)93.260.7
Operating income88.856.9
Interest expense, net1.1(1.3)
Loss on extinguishment of debt(39.5)—
Other expense, net(2.3)(0.7)
Income tax expense(12.7)(3.4)
Net income$35.4$51.5

(1) Consists of raw materials utilized included in cost of revenue.

(2) Consists of manufacturing labor, factory overhead and depreciation of plant and equipment primarily at our Acton manufacturing plant.

(3) Consists of depreciation and amortization included in cost of revenue, except for depreciation of plant and equipment included in factory conversion.

(4) Consists primarily of warranty expense, cost to manufacture Controllers/and Personal Diabetes Managers, provision for inventory reserves, cost of data plans and licensing, and costs to train users.

(5) Consists of labor expenses included in research and development expenses and selling, general and administrative expenses, excluding stock-based compensation expense.

(6) Consists primarily of contract labor and professional and consulting fees.

(7) Consists primarily of advertising expense, license fees, stock-based compensation expense and travel and expenses.

Geographic information about long-lived assets, net, excluding goodwill and other intangible assets is as follows:

(in millions)March 31, 2025December 31, 2024
U.S.$471.4$475.9
Malaysia157.8159.1
China76.078.5
Other13.59.6
Total long-lived assets, net$718.7$723.1

Note 14. Equity

Compensation expense related to stock-based awards was recorded as follows:

Three Months Ended March 31,
(in millions)20252024
Cost of revenue$0.2$0.1
Research and development expenses2.62.1
Selling, general and administrative expenses15.412.0
Total$18.2$14.2

Performance Share Units

In February 2025, the Company granted 89,393 performance stock units (“PSUs”) with a weighted-average grant-date fair value per share of $283.91. The PSUs included a relative total shareholder return (total shareholder return for the Company compared with total shareholder return of a peer group) as a market component. Depending on the achievement of the performance criteria and the Company's relative market performance during the three-year performance period, a recipient of the award could ultimately vest at up to 250% of the target award. Stock-based payments that contain both performance and market condition are recognized when performance conditions are probable of being achieved based on the grant date fair value. The Company uses the Monte Carlo model to estimate the probability of satisfying the market condition. The assumptions used in the Monte Carlo model for PSUs granted were:

Risk-free interest rate4.04%
Expected stock price volatility41.7%
Peer group stock price volatility45.9%
Correlation of returns0.30

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 March 31, 2025, 735 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.

Share Repurchase Program

In March 2025, the Company’s Board of Directors authorized a program to repurchase up to $125 million of common stock through December 31, 2026 to offset dilution from stock-based compensation.

Note 15. Income Taxes

The Company’s effective tax rate for the three months ended March 31, 2025 was 26.4%, compared with 6.2% for the three months ended March 31, 2024. For the quarter ended March 31, 2025, the tax rate varied from the U.S. statutory rate primarily due to non-deductible charges from the repurchase of a portion of the Company's convertible debt, partially reduced by windfall tax benefits from employee stock -based compensation. For the quarter ended March 31, 2024, the tax rate varied from the U.S. statutory rate primarily due to the valuation allowance against deferred tax assets, most of which was subsequently released.

Note 16. 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:

Three Months Ended March 31,
(in millions, except share and per share data)20252024
Net income$35.4$51.5
Add back interest expense, net of tax1.82.6
Net income, diluted$37.2$54.1
Weighted average number of common shares outstanding, basic (in thousands)70,27269,957
Convertible Notes3,4793,528
Restricted stock units23182
Stock options129174
Weighted average number of common shares outstanding, diluted (in thousands)74,11173,741
Earnings per share
Basic$0.50$0.74
Diluted$0.50$0.73

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:

Three Months Ended March 31,
(in thousands)20252024
Restricted stock units422459
Stock options138213
Total560672

Note 17. Accumulated Other Comprehensive Income

Changes in the components of accumulated other comprehensive income (loss), net of tax, were as follows:

Three Months Ended March 31, 2025
(in millions)Foreign Currency Translation AdjustmentUnrealized Loss on SecuritiesUnrealized Gain on Cash Flow HedgesAccumulated Other Comprehensive Loss
Balance at beginning of period$(22.3)$(0.3)$9.4$(13.2)
Other comprehensive income (loss) before reclassifications (1)10.3—(8.4)1.9
Amounts reclassified to net income (1)——5.35.3
Balance at the end of period$(12.0)$(0.3)$6.3$(6.0)
Three Months Ended March 31, 2024
(in millions)Foreign Currency Translation AdjustmentUnrealized Loss on SecuritiesUnrealized Gain on Cash Flow HedgesAccumulated Other Comprehensive Income (Loss)
Balance at beginning of period$(14.5)$(0.3)$22.8$8.0
Other comprehensive income (loss) before reclassifications(6.6)—(8.5)(15.1)
Amounts reclassified to net income——6.66.6
Balance at the end of period$(21.1)$(0.3)$20.9$(0.5)

(1) Tax benefit on cash flow hedges in other comprehensive income (loss) before reclassification for the three months ended March 31, 2025 was $0.9 million. There was no tax impact for the three months ended March 31, 2024. Additionally, there is no income tax impact on currency translation adjustments.

Next: Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations