Cowley Samuel C 4
4 · INSIGHT ENTERPRISES INC · Filed Feb 24, 2026
Research Summary
AI-generated summary of this filing
Insight Enterprises (NSIT) GC Samuel Cowley Converts RSUs; Shares Withheld
What Happened
Samuel C. Cowley, General Counsel & Secretary of Insight Enterprises (NSIT), had restricted stock units convert into 5,577 common shares on February 20, 2026 (reported as derivative conversion/exercise, code M). To satisfy statutory tax withholding obligations the company withheld 1,620 whole shares (code F) at $85.50 per share, a withholding value of $138,512. After withholding, Cowley received a net 3,957 shares.
Key Details
- Transaction date: February 20, 2026. Form filed: February 24, 2026 (filed within the two-business-day window for officers).
- Acquired: 5,577 shares at $0.00 (conversion of restricted stock units).
- Withheld/Disposed for taxes: 1,620 shares at $85.50/share, total ~$138,512. Net shares received: 3,957.
- Shares owned after transaction: not disclosed in the provided excerpt.
- Relevant footnotes: F1 = shares withheld to satisfy tax withholding; F2–F8 describe that these are restricted stock units (one RSU = one share) with performance-based features and multi-year vesting schedules from grants made in 2023–2025.
- Transaction codes: M = exercise/conversion of derivative (RSU conversion); F = payment of tax liability (share withholding). No 10b5-1 plan or late filing noted in the provided data.
Context
This was not an open-market purchase or discretionary sale — it was the routine settlement/vesting of restricted stock units with net share settlement (company withheld shares to cover taxes). Such filings reflect compensation being delivered in equity; they are administrative and do not necessarily signal the insider’s view of the company’s stock price.
Insider Transaction Report
- Exercise/Conversion
Common Stock
2026-02-20+766→ 29,318 total - Tax Payment
Common Stock
[F1]2026-02-20$85.50/sh−252$21,546→ 29,066 total - Exercise/Conversion
Common Stock
2026-02-20+1,021→ 30,087 total - Tax Payment
Common Stock
[F1]2026-02-20$85.50/sh−284$24,282→ 29,803 total - Exercise/Conversion
Common Stock
2026-02-20+630→ 30,433 total - Tax Payment
Common Stock
[F1]2026-02-20$85.50/sh−173$14,792→ 30,260 total - Exercise/Conversion
Common Stock
2026-02-20+840→ 31,100 total - Tax Payment
Common Stock
[F1]2026-02-20$85.50/sh−233$19,922→ 30,867 total - Exercise/Conversion
Common Stock
2026-02-20+633→ 31,500 total - Tax Payment
Common Stock
[F1]2026-02-20$85.50/sh−209$17,870→ 31,291 total - Exercise/Conversion
Common Stock
2026-02-20+1,687→ 32,978 total - Tax Payment
Common Stock
[F1]2026-02-20$85.50/sh−469$40,100→ 32,509 total - Exercise/Conversion
Restricted Stock Units
[F2][F3]2026-02-20−766→ 0 total→ Common Stock (766 underlying) - Exercise/Conversion
Restricted Stock Units
[F2][F4]2026-02-20−1,021→ 0 total→ Common Stock (1,021 underlying) - Exercise/Conversion
Restricted Stock Units
[F2][F5]2026-02-20−630→ 629 total→ Common Stock (630 underlying) - Exercise/Conversion
Restricted Stock Units
[F2][F6]2026-02-20−840→ 839 total→ Common Stock (840 underlying) - Exercise/Conversion
Restricted Stock Units
[F2][F7]2026-02-20−633→ 633 total→ Common Stock (633 underlying) - Exercise/Conversion
Restricted Stock Units
[F2][F8]2026-02-20−1,687→ 1,687 total→ Common Stock (1,687 underlying)
Footnotes (8)
- [F1]Insight Enterprises, Inc. has withheld the number of whole shares necessary to satisfy the minimum statutory tax withholding obligations. The value of the vested shares (and the taxable income) is calculated based on the closing price on the vesting date or next preceding trading date in the case that the vesting date is a non-trading date.
- [F2]Each restricted stock unit represents a contingent right to receive one share of Common Stock of Insight Enterprises, Inc.
- [F3]The number of restricted stock units increases or decreases with the Company's performance against specific objectives defined in advance of the grant date, and the restricted stock units will vest in three equal annual installments beginning February 20, 2024.
- [F4]The restricted stock units were granted on February 20, 2023 with vesting to occur in three equal annual installments beginning February 20, 2024.
- [F5]The number of restricted stock units increases or decreases with the Company's performance against specific objectives defined in advance of the grant date, and the restricted stock units will vest in three equal annual installments beginning February 20, 2025.
- [F6]The restricted stock units were granted on February 20, 2024 with vesting to occur in three equal annual installments beginning February 20, 2025.
- [F7]The number of restricted stock units increases or decreases with the Company's performance against specific objectives defined in advance of the grant date, and the restricted stock units will vest in two equal annual installments beginning February 20, 2026.
- [F8]The restricted stock units were granted on February 20, 2025 with vesting to occur in two equal annual installments beginning February 20, 2026.