Insulet 8-K 2026-09-21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 21, 2026

INSULET CORPORATION

(Exact name of registrant as specified in its charter)

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

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

Emerging growth company ☐

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

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

On September 21, 2026, Insulet Corporation (the “Company”) entered into the Ninth Amendment to Credit Agreement (the “Amendment”) with the lenders and other parties thereto and Morgan Stanley Senior Funding, Inc., as administrative agent (the “Agent”), amending that certain Credit Agreement, dated as of May 4, 2021 (as previously amended, supplemented or modified, the “Credit Agreement”, and as amended by the Amendment, the “Amended Credit Agreement”), by and among the Company, the lenders and other parties thereto and the Agent.

Pursuant to the Amendment, among other things, the $475 million in aggregate principal amount of term loans outstanding under the Credit Agreement (the “Existing Term Loans”) were replaced with an equal amount of new term loans (the “New Term Loans”) having substantially similar terms as the Existing Term Loans, except with respect to the interest rate applicable to the New Term Loans and certain other provisions. The interest rate margin applicable to the New Term Loans is 0.75%, in the case of base rate loans, and 1.75%, in the case of term SOFR loans, with a SOFR floor of 0.00%. The interest rate margin applicable to the New Term Loans is 0.25% lower than the interest rate margin applicable to the Existing Term Loans. The New Term Loans were issued at par. Proceeds from the New Term Loans, together with cash on hand, were used to refinance the Existing Term Loans and pay accrued and unpaid interest thereon.

In addition, pursuant to the Amendment, revolving credit commitments under the Credit Agreement were increased by $250 million and the interest rate margin applicable to revolving loans outstanding under the Amended Credit Agreement was reduced. After giving effect to such increase, on the Closing Date, the aggregate amount of revolving credit commitments under the Credit Agreement is $750 million (the “Revolving Credit Facility”), which commitments were undrawn as of such date. The range of interest rate margins applicable to loans under the Revolving Credit Facility was reduced from 1.50% - 2.00% to 1.25% - 1.75% for term SOFR loans, with the interest rate margin applicable from time to time dependent upon the Company’s adjusted total leverage ratio (as defined in the Amended Credit Agreement). The SOFR floor applicable to revolving facility loans remains unchanged at 0.00%. Proceeds of loans borrowed and letters of credit issued under the Revolving Credit Facility will be used for working capital and other general corporate purposes of the Company and its subsidiaries. 

The foregoing description of the Amendment is not intended to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

Wachtell, Lipton, Rosen & Katz advised the Company in connection with the transactions.

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

(d) Exhibits.

The following exhibit is filed as part of this report:

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.