Cover and table of contents

61K characters. Original on sec.gov · Markdown

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, 2026

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, a smaller reporting company, or an emerging growth 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 April 29, 2026, the registrant had 69,264,674 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, 2026 and December 31, 20253
Condensed Consolidated Statements of Income (Unaudited) for the three months ended March 31, 2026 and 20254
Condensed Consolidated Statements of Comprehensive Income (Unaudited) for the three months ended March 31, 2026 and 20255
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) for the three months ended March 31, 2026 and 20256
Condensed Consolidated Statements of Cash Flows (Unaudited) for the three months ended March 31, 2026 and 20257
Notes to Condensed Consolidated Financial Statements (Unaudited)8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations17
Item 3. Quantitative and Qualitative Disclosures About Market Risk24
Item 4. Controls and Procedures24
PART II. OTHER INFORMATION
Item 1. Legal Proceedings25
Item 1A. Risk Factors25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds25
Item 3. Defaults Upon Senior Securities25
Item 4. Mine Safety Disclosures25
Item 5. Other Information25
Item 6. Exhibits26
Signatures27

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, 2026December 31, 2025
ASSETS
Current Assets
Cash and cash equivalents$480.4$716.1
Accounts receivable trade, net544.7516.9
Inventories462.5452.6
Prepaid expenses and other current assets221.9228.3
Total current assets1,709.51,914.0
Property, plant and equipment, net830.4819.5
Other intangible assets, net115.2117.1
Goodwill51.651.6
Other assets280.6288.2
Total assets$2,987.2$3,190.4
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable$149.8$75.0
Accrued expenses and other current liabilities519.0586.7
Current portion of long-term debt18.618.4
Total current liabilities687.5680.1
Long-term debt, net929.5930.8
Other liabilities67.764.4
Total liabilities1,684.61,675.2
Commitments and contingencies (note 11)
Stockholders’ Equity
Preferred stock, $.001 par value, 5,000,000 authorized; none issued and outstanding——
Common stock, $.001 par value, 100,000,000 authorized; 70,711,632 and 70,588,192 issued0.10.1
Additional paid-in capital1,280.81,274.9
Accumulated earnings378.5287.4
Accumulated other comprehensive income5.612.5
Treasury stock, at cost; 1,447,918 and 197,374 shares(363.3)(60.4)
Deferred compensation0.90.8
Total stockholders’ equity1,302.61,515.2
Total liabilities and stockholders’ equity$2,987.2$3,190.4

See notes to condensed consolidated financial statements. Amounts may not add due to rounding.

INSULET CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

Three Months Ended March 31,
(in millions, except share and per share data)20262025
Revenue$761.7$420.5
Revenue from related party—148.5
Total revenue761.7569.0
Cost of revenue232.7159.9
Gross profit529.1409.0
Research and development expenses89.759.6
Selling, general and administrative expenses317.2260.7
Operating income122.188.8
Interest expense(14.7)(9.2)
Interest income4.910.3
Loss on extinguishment of debt—(39.5)
Other income (expense), net0.7(2.2)
Income before income taxes113.048.2
Income tax expense(21.9)(12.7)
Net income$91.1$35.4
Earnings per share:
Basic$1.30$0.50
Diluted$1.30$0.50
Weighted-average number of common shares outstanding (in thousands):
Basic69,98670,272
Diluted70,20274,111

See notes to condensed consolidated financial statements. Amounts may not add due to rounding.

INSULET CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

Three Months Ended March 31,
(in millions)20262025
Net income$91.1$35.4
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment(6.6)10.3
Unrealized loss on cash flow hedges, net of tax(0.3)(3.1)
Other comprehensive (loss) income, net of tax(6.9)7.2
Comprehensive income$84.2$42.6

See notes to condensed consolidated financial statements. Amounts may not add due to rounding.

INSULET CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

Three Months Ended March 31, 2026

Common StockAdditional Paid-in CapitalAccumulated EarningsAccumulated Other Comprehensive IncomeTreasury StockDeferred CompensationTotal Shareholders’ Equity
(dollars in millions)Shares (in thousands)Amount
Balance at December 31, 202570,391$0.1$1,274.9$287.4$12.5$(60.4)$0.8$1,515.2
Net income———91.1———91.1
Other comprehensive loss, net of tax————(6.9)——(6.9)
Exercise of options to purchase common stock5—0.4————0.4
Stock-based compensation expense——21.3————21.3
Restricted stock units vested, net of shares withheld for taxes118—(15.7)————(15.7)
Repurchase of common stock, including excise tax(1,251)————(302.7)—(302.7)
Deferred compensation—————(0.1)0.1—
Balance at March 31, 202669,264$0.1$1,280.8$378.5$5.6$(363.3)$0.9$1,302.6

Three Months Ended March 31, 2025

Common StockAdditional Paid-in CapitalAccumulated DeficitAccumulated Other Comprehensive (Loss) IncomeTreasury 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$1,330.6

See notes to condensed consolidated financial statements. Amounts may not add due to rounding.

INSULET CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

Three Months Ended March 31,
(in millions)20262025
Cash flows from operating activities
Net income$91.1$35.4
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization26.221.7
Stock-based compensation expense21.318.2
Non-cash interest expense0.72.5
Loss on extinguishment of debt—39.5
Deferred income taxes7.03.0
Provisions for credit losses0.34.7
Other(0.4)3.8
Changes in operating assets and liabilities:
Accounts receivable(30.6)(27.2)
Accounts receivable — related party—(6.2)
Inventories(11.5)(6.6)
Prepaid expenses and other assets7.6(12.8)
Accounts payable71.436.5
Accrued expenses and other liabilities(69.3)(48.6)
Net cash provided by operating activities113.863.8
Cash flows from investing activities
Capital expenditures(24.3)(12.3)
Investments in developed software(3.5)(3.4)
Net cash used in investing activities(27.7)(15.6)
Cash flows from financing activities
Proceeds from issuance of senior unsecured notes, net of issuance costs—440.7
Repayment of convertible debt—(163.9)
Settlement of capped call options—23.1
Repayment of other debt(4.5)(5.3)
Proceeds from secured borrowing (note 3)—15.4
Repayment of secured borrowing (note 3)—(13.4)
Repurchase of common stock(300.0)—
Proceeds from exercise of stock options0.42.5
Payment of withholding taxes in connection with vesting of restricted stock units(15.7)(21.2)
Net cash (used in) provided by financing activities(319.9)277.7
Effect of exchange rate changes on cash and cash equivalents(1.9)3.8
Net (decrease) increase in cash and cash equivalents(235.7)329.7
Cash and cash equivalents at beginning of period716.1953.4
Cash and cash equivalents at end of period$480.4$1,283.1
Supplemental noncash information:
Purchases of property and equipment included in accounts payable and accrued expenses$10.1$3.5

See notes to condensed consolidated financial statements. Amounts may not add due to rounding.

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 unaudited financial statements reflect the consolidated operations of Insulet Corporation and its subsidiaries (“Insulet” or the “Company”). The unaudited condensed 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 condensed 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, 2026 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2026, or for any other subsequent interim period. 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.

The year-end balance sheet data was derived from the audited consolidated financial statements. These unaudited condensed 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, 2025.

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 were no longer considered related party transactions.

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 input:

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.

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.

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.

Recently Adopted Accounting Standards

The Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2025-05*, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets*, during the first quarter of 2026. This ASU allows companies to elect a practical expedient to simplify the measurement of credit losses for certain receivables and contract assets. The Company elected to apply the practical expedient prospectively. The adoption of this ASU had no impact on the Company’s consolidated financial statements.

Accounting Standards Issued and Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). The new guidance requires disaggregated disclosure of expenses included in certain expense captions presented in the statements of income as well as additional disclosures about selling expenses. The Company intends to adopt these new disclosure requirements beginning with our annual filing for 2027, as required. The guidance may be applied prospectively or retrospectively. The Company is currently evaluating the impact of this guidance.

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 the Company beginning in the first quarter of 2028. Early adoption is permitted. The guidance may be applied prospectively, modified prospectively, or retrospectively. The Company is 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 the Company beginning in the first quarter of 2027, but early adoption is permitted. Once adopted, the guidance is applied prospectively. The Company is 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 the Company beginning in the first quarter of 2029, but early adoption is permitted. The guidance may be applied prospectively, modified prospectively, or retrospectively. The Company is currently evaluating the impact of this guidance.

Note 2. Revenue and Contract Acquisition Costs

The following table summarizes the Company’s disaggregated revenue:

Three Months Ended March 31,
(in millions)20262025
U.S.$515.6$401.7
International242.9152.3
Total Omnipod products758.4554.0
Drug Delivery3.314.9
Total revenue$761.7$569.0

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

Three Months Ended March 31,
20262025
Distributor A21%25%
Distributor B25%24%
Distributor C19%23%

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

(in millions)March 31, 2026December 31, 2025
Accrued expenses and other current liabilities$12.1$14.0
Other liabilities1.81.5
Total deferred revenue$14.0$15.5

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)20262025
Deferred revenue recognized$6.4$5.6

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, 2026December 31, 2025
Prepaid expenses and other current assets$25.4$25.3
Other assets51.753.0
Total capitalized contract acquisition costs, net$77.1$78.4

The Company recognized $6.3 million and $5.1 million of amortization of capitalized contract acquisition costs during the three months ended March 31, 2026 and 2025, respectively.

Note 3. Accounts Receivable, Net

Accounts receivable, net were comprised of the following:

(in millions)March 31, 2026December 31, 2025
Accounts receivable trade, net$542.1$511.3
Unbilled receivable2.55.7
Accounts receivable, net$544.7$516.9

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

March 31, 2026December 31, 2025
Distributor A28%37%
Distributor B26%20%
Distributor C12%10%

The Company outsourced 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. 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, 2026December 31, 2025
Raw materials$212.6$194.1
Work in process77.964.6
Finished goods172.0193.9
Total inventories$462.5$452.6

Note 5. Cloud Computing Costs

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

(in millions)March 31, 2026December 31, 2025
Short-term portion$46.4$46.0
Long-term portion174.3159.1
Total capitalized implementation costs220.7205.1
Less: accumulated amortization(105.9)(94.4)
Capitalized implementation costs, net$114.8$110.7

Amortization expense was $11.5 million and $7.6 million for the three months ended March 31, 2026 and 2025, respectively.

Note 6. Goodwill and Other Intangible Assets, Net

The carrying amount of goodwill was $51.6 million at both March 31, 2026 and December 31, 2025.

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

March 31, 2026December 31, 2025
(in millions)Gross Carrying AmountAccumulated AmortizationNet Book ValueGross Carrying AmountAccumulated AmortizationNet Book Value
Customer relationships$43.2$(36.3)$6.9$43.2$(35.8)$7.4
Internal-use software71.4(17.1)54.368.3(14.1)54.2
Developed technology28.3(7.4)20.828.3(6.9)21.4
Patents44.0(10.8)33.244.0(9.9)34.2
Total intangible assets$186.8$(71.7)$115.2$183.8$(66.7)$117.1

Note 7. Accrued Expenses and Other Current Liabilities

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

(in millions)March 31, 2026December 31, 2025
Accrued rebates$211.3$205.5
Employee compensation and related costs115.0209.2
Professional and consulting services57.658.2
Other135.1113.9
Accrued expenses and other current liabilities$519.0$586.7

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 Controllers and 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 claims include current product costs, 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)20262025
Product warranty liability at beginning of period$16.8$13.9
Warranty expense14.27.6
Warranty fulfillment(6.2)(5.4)
Product warranty liability at the end of period$24.7$16.1

During the three months ended March 31, 2026, the Company issued a voluntary medical device correction for specific lots of Omnipod 5 Pods after identifying that certain Pods may have a tear in their internal tubing that delivers insulin. The Company accrued an estimated liability of $11.7 million related to this issue during the three months ended March 31, 2026, the majority of which represents product, reclaim, shipping and handling and customer service support costs.

Note 8. Debt

The components of debt consisted of the following:

March 31, 2026December 31, 2025
(in millions)Maturity DateAmountAmount
Equipment financings202831.634.9
Costa Rica plant financing20283.0—
Revolving Credit Facility2030——
Term Loan B2031476.3477.5
Senior Unsecured Notes2033450.0450.0
Unamortized debt discount(3.5)(3.5)
Debt issuance costs(9.3)(9.7)
Total debt, net948.1949.2
Less: current portion18.618.4
Total long-term debt, net$929.5$930.8

Costa Rica Plant Financing

In 2025, the Company entered an agreement for the construction and future purchase of a manufacturing plant in Costa Rica, which includes a finance lease for the land recorded in long-term debt. The construction of the manufacturing plant is a build-to-suit arrangement, which does not qualify as a sale-leaseback. Accordingly, the Company is considered the accounting owner of the facility during construction. Costs financed by the seller are recorded as construction-in-process with a corresponding obligation recorded within long-term debt. In April 2026, the Company entered an agreement to guarantee the seller’s loan used to finance construction of the manufacturing plant. The guarantee covers amounts drawn and outstanding under the loan, subject to a maximum exposure of $97 million.

Senior Unsecured Notes

In March 2025, the Company issued an aggregate principal amount of $450 million of 6.5% senior unsecured notes due in April 2033. The net proceeds of $440.7 million were used to repurchase a portion of the Convertible Senior Notes.

Convertible Senior Notes

During the three months ended March 31, 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 associated with the repurchase of the Convertible Senior Notes.

Note 9. Financial Instruments and Fair Value

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, 2026
(in millions)Level 1Level 2Level 3Total
Term Loan B(1)$479.8$—$—$479.8
Senior Unsecured Notes(1)459.3——459.3
Equipment financings(2)——31.531.5
Costa Rica plant financing(2)——3.03.0
Total$939.1$—$34.5$973.6
Fair Value Measurements at December 31, 2025
(in millions)Level 1Level 2Level 3Total
Term Loan B(1)$482.3$—$—$482.3
Senior Unsecured Notes(1)469.2——469.2
Equipment financings(2)——34.834.8
Total$951.4$—$34.8$986.2

(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.

Financial Instruments Measured at Fair Value on a Recurring Basis

The total carrying value of the Company’s investments in money market mutual funds was $314.5 million and $577.4 million at March 31, 2026 and December 31, 2025, respectively. The fair value of money market mutual funds, which are classified as Level 1 in the fair value hierarchy, represent their carrying amount.

The Company enters short-term term and time deposits with varying maturity dates ranging from one week to 30 days. The Company has classified these investments within cash and cash equivalents in the consolidated balance sheets based on their maturity dates and are not subject to fair value measurement.

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 at both March 31, 2026 and December 31, 2025 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.

Note 10. 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 at a weighted average rate of 3.47% on a total notional value of $460.0 million of its Term Loan B. The Company has designated the interest rate swaps as cash flow hedges.

The Company measures interest rate swaps at fair value on a recurring basis. As of March 31, 2026, the fair value of the interest rate swaps was insignificant.

As of March 31, 2026, 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.

Note 11. 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 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 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.

Note 12. 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 operates under one reportable 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’s CODM uses operating income and net income to monitor actual results against forecast and budget to identify business trends, assess operating performance, and modify capital allocation as necessary.

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

Three Months Ended March 31,
(in millions)20262025
U.S.$518.8$416.6
International242.9152.3
Total revenue$761.7$569.0

There were no significant segment expenses that are regularly provided to the CODM other than cost of goods sold, research and development expenses, and selling, general and administrative expenses, which are reported in the Company’s condensed consolidated statements of income for the three months ended March 31, 2026 and 2025.

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

(in millions)March 31, 2026December 31, 2025
U.S.$469.3$472.5
Malaysia224.7220.0
Other136.4126.9
Total long-lived assets, net$830.4$819.5

Note 13. Equity

Stock-Based Compensation Expense

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

Three Months Ended March 31,
(in millions)20262025
Cost of revenue$0.2$0.2
Research and development expenses3.32.6
Selling, general and administrative expenses17.715.4
Total$21.3$18.2

Share Repurchase Program

In February 2026, the Board of Directors extended the Company’s $125 million share repurchase program to December 31, 2027 and approved an additional $350 million in repurchases of common stock. Additionally, in February 2026, the Company entered into accelerated share repurchase agreements (“ASRs”) to repurchase $300 million of the Company’s common stock, which were completed by March 31, 2026. During the three months ended March 31, 2026, the Company repurchased approximately 1.25 million shares of common stock.

Note 14. Income Taxes

The Company’s effective tax rate was 19.4% and 26.4% for the three months ended March 31, 2026 and 2025, respectively. For the three months ended March 31, 2026, the effective tax rate was lower than the U.S. statutory rate primarily due to U.S. research and development credits and a favorable mix of earnings, including increased income taxed at reduced rates and improved utilization of foreign tax credits, partially offset by state income taxes and other permanent differences. For the three months ended March 31, 2025, the effective tax rate was higher than the U.S. statutory rate primarily due to non-deductible charges related to the repurchase of a portion of the Company’s convertible debt, partially offset by windfall tax benefits from employee stock-based compensation.

Note 15. 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)20262025
Net income$91.1$35.4
Add back interest expense, net of tax—1.7
Net income, diluted$91.1$37.2
Weighted average number of common shares outstanding, basic (in thousands)69,98670,272
Convertible Senior Notes—3,479
Restricted stock units163231
Stock options53128
Weighted average number of common shares outstanding, diluted (in thousands)70,20274,111
Earnings per share:
Basic$1.30$0.50
Diluted$1.30$0.50

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)20262025
Restricted stock units556422
Stock options207137
Total764560

Note 16. 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, 2026
(in millions)Foreign Currency Translation AdjustmentUnrealized Loss on SecuritiesUnrealized Gain on Cash Flow HedgesAccumulated Other Comprehensive Income
Balance at beginning of period$7.5$(0.3)$5.3$12.5
Other comprehensive income (loss) before reclassifications(6.6)—(4.5)(11.2)
Amounts reclassified to net income (1)——4.24.2
Balance at the end of period$0.8$(0.3)$5.0$5.6
Three Months Ended March 31, 2025
(in millions)Foreign Currency Translation AdjustmentUnrealized Loss on SecuritiesUnrealized Gain on Cash Flow HedgesAccumulated Other Comprehensive Loss
Balance at beginning of period$(22.3)$(0.3)$9.4$(13.2)
Other comprehensive income (loss) before reclassifications10.3—(8.5)1.8
Amounts reclassified to net income (1)——5.35.3
Balance at the end of period$(12.0)$(0.3)$6.3$(6.0)

(1) Presented net of income taxes, the amounts of which are insignificant. 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