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Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
or
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to        
Commission File Number 001-33462
INSULET CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 04-3523891
(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
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
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  x    No  ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  ¨    No  x
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  x    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 and post such files).    Yes  x   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 filerxNon-accelerated filer¨
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ☐    No  ☒
The aggregate market value of the common stock held by non-affiliates of the registrant computed by reference to the last reported sale price of the Common Stock as reported on The NASDAQ Global Market on June 30, 2025 was approximately $22.1 billion.
The number of shares of common stock outstanding as of February 11, 2026 was 70,395,848.
DOCUMENTS INCORPORATED BY REFERENCE
The registrant intends to file a proxy statement pursuant to Regulation 14A within 120 days of the end of the fiscal year ended December 31, 2025. Portions of such proxy statement are incorporated by reference into Part III of this Annual Report on Form 10-K.


TABLE OF CONTENTS
 
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Item 1C
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Item 9B
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Table of Contents
PART I
Item 1. Business
Overview
Insulet Corporation (“we” or the “Company”) is primarily engaged in the development, manufacture, and sale of its proprietary continuous insulin delivery systems for people with insulin-dependent diabetes. The Omnipod platform includes: the Omnipod® 5 Automated Insulin Delivery System (“Omnipod 5”), the Omnipod DASH® Insulin Management System (“Omnipod DASH”), and the Omnipod Insulin Management System (“Classic Omnipod”).
We also produce pods for 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.
Market Opportunity: Management of Diabetes
Diabetes is a chronic, life-threatening disease for which there is no known cure. It is caused by the body’s inability to produce or effectively utilize the hormone insulin, which prevents the body from adequately regulating blood glucose levels. Glucose, the primary source of energy for cells, must be maintained at certain concentrations in the blood in order to permit optimal cell function and health. In people with diabetes, blood glucose levels fluctuate between very high levels, a condition known as hyperglycemia, and very low levels, a condition called hypoglycemia. Hyperglycemia can lead to serious short-term complications, such as confusion, vomiting, dehydration, and loss of consciousness and long-term complications, such as blindness, kidney disease, nervous system disease, occlusive vascular diseases, stroke, cardiovascular disease, or death. Hypoglycemia can lead to confusion, loss of consciousness, or death.
Diabetes is typically classified as either type 1 or type 2:
•Type 1 diabetes is characterized by the body’s nearly complete inability to produce insulin. It is diagnosed throughout the age spectrum, with over half of newly diagnosed cases occurring in adulthood. Individuals with type 1 diabetes require daily insulin therapy to survive. We estimate that approximately 6 million people have type 1 diabetes in the countries we currently serve.
•Type 2 diabetes, the more common form, is characterized by the body’s inability to either properly utilize insulin or produce enough insulin. Historically, type 2 diabetes has occurred in later adulthood, but its incidence is increasing among children and young adults, due primarily to increasing obesity. Initially, many people with type 2 diabetes attempt to manage their diabetes with improvements in diet, exercise, and/or medications, both oral and injectable, including SGLT2 inhibitors and GLP-1 drugs. As their diabetes advances, some individuals progress to multiple drug therapies, which often include insulin therapy. People with type 2 diabetes who take insulin either require intensive insulin therapy (typically multiple injections of insulin per day) or basal (long-acting) insulin (typically a single injection daily or weekly). We estimate that approximately 6 million people have insulin-requiring type 2 diabetes in the countries we currently serve and another 3 million people with type 2 diabetes in the United States require only basal insulin.
We estimate that approximately 40% of the type 1 diabetes population in the United States and 25% of the international type 1 diabetes population use insulin pump therapy. An even smaller portion of the U.S. and international insulin-requiring type 2 diabetes population and the U.S. basal only insulin type 2 population use insulin pump therapy. We believe these factors present a significant available market for our Omnipod platform globally.
Throughout this Annual Report on Form 10-K, we refer to both type 1 diabetes and insulin-requiring type 2 diabetes as insulin-dependent diabetes.
Diabetes Management Challenges
Diabetes is often frustrating and difficult for people to manage. Blood glucose levels can be affected by the carbohydrate and fat content of meals, exercise, stress, illness, impending illness, hormonal releases, variability in insulin absorption, and changes in the effects of insulin on the body. For people with insulin-dependent diabetes, many corrections, consisting of the administration of additional insulin or ingestion of additional carbohydrates, are needed throughout the day in order to maintain blood glucose levels within normal ranges. Achieving this result can be very difficult with multiple daily injections of insulin. Individuals with diabetes attempting to control their blood glucose levels tightly to prevent the long-term complications associated with fluctuations in blood glucose levels are at greater risk for overcorrection and hypoglycemia. Additionally, the time spent managing fluctuations in blood glucose levels and the fear associated with hypoglycemia can be incredibly stressful for individuals with diabetes and their families.
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Current Insulin Therapy
People with insulin-dependent diabetes need a continuous supply of insulin, known as basal insulin, for background metabolic needs. In addition to basal insulin, people with insulin-dependent diabetes may require supplemental insulin, known as bolus insulin, to compensate for carbohydrates ingested during meals or snacks or for a high blood glucose level caused by other physiological reasons. There are two primary types of insulin therapy practiced today: multiple daily injection (“MDI”) therapy using syringes or insulin pens and pump therapy using insulin pumps.
MDI therapy involves injecting fast-acting insulin before meals (bolus) to lower blood glucose levels to a healthy range. MDI therapy also requires a separate injection of a long-acting (basal) insulin, to control glucose levels between meals. By comparison, insulin pump therapy uses only fast-acting insulin to fulfill both mealtime (bolus) and background (basal) requirements. Insulin pump therapy allows individuals to customize their bolus and basal insulin doses to meet their insulin needs throughout the day and is intended to more closely resemble the physiologic function of a healthy pancreas.
Insulin pumps perform continuous subcutaneous insulin infusion and typically use a programmable device and an infusion set to administer insulin into the body. Insulin pump therapy has been shown to provide numerous advantages relative to MDI therapy. For example, insulin pump therapy virtually eliminates individual insulin injections, delivers insulin more accurately and precisely than injections, often improves HbA1c (a common measure of average blood glucose levels over time) over time, provides greater flexibility with meals, exercise, and daily schedules, and can reduce severe low blood glucose levels. We believe that these advantages, along with technological advancements, including the use of continuous glucose monitoring technology and automated insulin delivery (“AID”) algorithms, and increased awareness of insulin pump therapy, will continue to generate demand for insulin pump devices.
Our Solution: The Omnipod Platform
The Omnipod platform offers continuous insulin delivery that provides all the benefits of insulin pump therapy in a unique way without the need for external tubing required with conventional pumps. The small, lightweight, self-adhesive disposable tubeless Omnipod device (“Pod”), can be worn in multiple locations, including the abdomen, hip, back of upper arm, upper thigh, or lower back. We have designed Omnipod products to fit within the normal daily routines of users. The Pod can be worn for up to three days at a time and, because it is waterproof (with an IP28 rating for up to 25 feet for 60 minutes), there is no need to remove it when showering, swimming, or performing other activities. Omnipod products provide for virtually pain-free automated cannula (a small flexible tube) insertion through which insulin is delivered, eliminating the need for MDI or the use of pump and tubing. We refer to the delivery of insulin with the Pod as “Pod therapy.” We believe the Omnipod platform’s innovative proprietary design and differentiated features allow people with insulin-dependent diabetes to live their lives and manage their diabetes with unprecedented freedom, comfort, convenience, and ease.
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Omnipod 5Omnipod DASH
Omnipod 5
In 2022, we received U.S. Food and Drug Administration (“FDA”) clearance and CE Mark approval under the European Union Medical Device Regulation (“MDR”) for Omnipod 5, which builds on our Omnipod DASH platform. Omnipod 5 is currently available in 19 countries. Additionally, in August 2024, we received FDA clearance for an expanded indication of Omnipod 5 for people with type 2 diabetes (ages 18 years and older) in the United States.
Omnipod 5 includes a proprietary AID algorithm embedded in the Pod. The Pod integrates with a third-party continuous glucose monitor (“CGM”) to obtain glucose values through secure wireless Bluetooth communication. The embedded algorithm utilizes these glucose values to predict glucose levels into the future and automatically adjusts insulin dosing intended
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to improve time-in-range (a dynamic measure of the percentage of time spent in glucose range) and reduce the occurrence of blood glucose highs and lows. The user can also deliver additional insulin doses for snacks or meals or to correct high blood glucose through the system. The Pod can be controlled by an Insulet-provided handheld device or, in the U.S., a user-downloaded Android app or iOS app, with full smartphone compatibility. The Omnipod 5 Controller and the Android and iOS apps use cloud-based technology to upload data wirelessly via a built-in SIM card or secure Wi-Fi. The Pod currently integrates with Dexcom, Inc.’s G6 and G7 CGMs and with Abbott Diabetes Care, Inc.’s (“Abbott”) FreeStyle Libre 2 Plus sensor (“Libre 2 Plus”) in various markets.
Omnipod DASH
Omnipod DASH features a secure wireless Bluetooth enabled Pod that is controlled by a smartphone-like Personal Diabetes Manager (“PDM”) with a color touch screen user interface. In the U.S., the PDM has Wi-Fi capabilities to enable automatic data uploads providing users and their clinicians with cloud access to data and enhancements for pushing software updates wirelessly to users. Omnipod DASH provides continuous insulin delivery at preset rates, eliminating the need for individual insulin injections. In addition, insulin delivery can be changed with the press of a button to adapt to snacks or unexpected changes in daily routine. Omnipod DASH delivers insulin in two ways:
•A small, constant background supply of insulin is delivered automatically at a programmed rate, all day and night.
•An extra dose of insulin can be delivered when needed to match the carbohydrates in a snack or meal to correct high blood glucose.
Omnipod Classic
Following the launch of Omnipod 5, the vast majority of our customer base is no longer using our Classic Omnipod product. Accordingly, we are phasing out our Classic Omnipod product.
Data Management
We have partnered with Glooko Inc. (“Glooko”) to connect user data with Glooko’s comprehensive diabetes data management system (including Diasend in selected regions). Glooko provides a cloud-based application for clinicians and users accessible through a kiosk, home computer, or a mobile application on the user’s smartphone that provides users and their healthcare providers access to insulin delivery trends, blood glucose levels, and other integrated data.
In 2026, we launched Omnipod Discover, a data analytics and reporting platform designed to give users, their caregivers, and health care providers actionable insights. Omnipod Discover helps to identify trends and is intended to provide supplemental data to support diabetes management for Omnipod 5 users and to aid healthcare providers in patient care. It also streamlines the process of starting on Omnipod products.
Security
Paramount to our ability to deliver full compatible smartphone control is our commitment to cybersecurity and information security. With certifications from the International Organization for Standardization (“ISO”) and the Diabetes Technology Society’s cybersecurity and assurance program, Insulet is globally recognized for incorporating the highest standards for cybersecurity, information security, and safety, including secure data transfer between the Pod and PDM or cell phone application, as applicable, as well as secure cloud storage. See Item 1C. “Cybersecurity” for additional information.
Third-Party Coverage and Reimbursement
In the United States, we sell our products primarily through wholesalers and, to a lesser extent to healthcare organizations, pharmacies, and consumers. Consumers generally have coverage that pays for Omnipod products through commercial insurance plans or federal and state government healthcare programs, including Medicare and Medicaid. We enter contracts establishing reimbursement for Omnipod products with national and third-party payors and government agencies that provide reimbursement in all 50 states. Medicare Part D Plan Sponsors may provide coverage for Omnipod products under the Medicare Part D prescription drug program, which requires negotiating with third-party payors in order to provide our product through the pharmacy channel. Our Omnipod platform’s unique patented design allows us to provide Pod therapy at a relatively low or no up-front investment, which reduces the risk to third-party payors in the United States.
In our international locations, we sell either directly to consumers or through a distributor/intermediary. In all countries where we operate, either Insulet or our partners establish appropriate reimbursement contracts with local healthcare systems. Reimbursement structures vary by country and our unique offering allows us to provide Pod therapy in attractive pricing structures that reduce the risk to payors while expanding access to consumers.
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Markets and Distribution Methods
Omnipod products are currently available in the following 25 countries:
Australia*
CyprusGreece
Netherlands*
Switzerland*
Austria
Denmark*
Iceland
Norway*
Turkey
Belgium*
Finland*
Israel*
Qatar*
United Arab Emirates*
Canada*
France*
Italy*
Saudi Arabia*
United Kingdom*
Croatia
Germany*
Kuwait*
Sweden*
United States*
* Represents country in which Omnipod 5 is available
We sell Omnipod products to wholesalers that supply the pharmacy channel in the United States. In addition, we sell Omnipod products through distribution partners and directly to consumers. For the year ended December 31, 2025, 86% of Omnipod product sales globally were through intermediaries.
The percentages of total revenue for customers that represent 10% or more of total revenue was as follows:
Years Ended December 31,

202520242023
Distributor A27%28%28%
Distributor B26%26%24%
Distributor C25%21%19%
Our sales and marketing efforts are focused on customer acquisition and retention to meet user, clinician, and payor demands for our Omnipod products. We have a comprehensive sales and marketing approach, which communicates the benefits of the Omnipod platform to users, physicians, and providers. This includes three areas of focus:
•Building consumer awareness about the features and benefits that Omnipod products provide to simplify diabetes management.
•Strengthening physician support by demonstrating clinical evidence of how Omnipod products improve outcomes and quality of life and providing data and insights to physicians offering diabetes care.
•Providing payors with the clinical and economic justifications for why Omnipod products offer unique value to the people they insure.
Training
We believe that training consumers on how to use Omnipod products is an important factor to promote successful outcomes and customer retention. We have streamlined and standardized our training to support customer success and cost-effective onboarding by developing online resources and have increased our field clinician team to directly train new users. We created tailored online training programs for Omnipod customers transitioning to Omnipod 5 and new Omnipod customers transitioning from MDI. Our distributors have also implemented virtual training programs.
Customer Support
We seek to provide our customers with high quality customer support, from product ordering to insurance investigation, order fulfillment, and ongoing support. Our customer support systems are integrated with our sales, reimbursement, and billing processes, allowing us to provide customers with reliable support by telephone and through our website.
Competition
The diabetes medical device market is highly competitive, subject to rapid change, and significantly affected by new product introductions. Our Omnipod platform competes for consumers in the insulin delivery market. Because most new Omnipod users come from MDI therapy, which currently is the most prevalent method of insulin delivery, we believe that we primarily compete with companies that provide products and supplies for MDI therapy, including smart pens. We also compete with companies in the insulin pump market, which today consists of tubed pump companies, in addition to companies that are working to develop and market new insulin “patch” pumps and other methods for the treatment of insulin-dependent diabetes. We are also aware of the increasing use of GLP-1 products that may delay the progression of type 2 diabetes in obese patients.
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Research and Development
Our innovation programs are designed to drive:
•simplicity of user interaction with our systems to minimize the burden of diabetes;
•improved outcomes, primarily through algorithm advancements;
•insights and value from our growing datasets and analytics; and
•user choice of sensor and smartphone integrations.
Many of our research and development efforts are focused on making improvements to Omnipod 5, including adding features and functionality that will deliver increased economic value and convenience to users. Advances in innovation in 2025 include the following:
•launched Omnipod 5 with Dexcom’s G7 CGM sensor in our iOS app in the United States;
•launched Omnipod 5 integration with Dexcom’s G7 CGM sensor in Germany, Sweden, Denmark, Finland and Italy;
•launched Omnipod 5 integration with Abbott’s FreeStyle Libre 2 Plus sensor in Australia; and
•received 510(k) clearance for enhancements to the Omnipod 5 algorithm to include a lower target glucose set point.
We also continue to advance work to improve the Omnipod 5 algorithm and simplify the data and insights provided to customers. In addition, we are working to integrate Omnipod 5 with Libre 3 Plus and developing Omnipod 6, our next-generation AID product. In 2025, we completed STRIVE, our pivotal study for the next generation hybrid closed loop system. Further, we continue to develop a fully closed loop AID system for type 2 diabetes (“FCL (T2)”). In 2025, we completed enrollment for EVOLUTION 2, our safety and feasibility study for FCL (T2) and we plan to start the U.S. investigational device exemption (“IDE”) pivotal study in 2026.
Manufacturing and Quality Assurance
We produce our products at our two highly automated manufacturing facilities in Acton, Massachusetts and Johor, Malaysia. Additionally, we are investing in a third manufacturing plant in Costa Rica to support our continued growth. We also produce our devices on manufacturing lines at a facility in China operated by a contract manufacturer.
Raw Materials, Components, and Sub-Assemblies
We use a broad range of raw materials in the assembly and manufacturing of our products. We purchase our raw materials and select components and sub-assemblies used in the manufacturing of our products from external suppliers. Where feasible, we purchase raw material, components and sub-assemblies from manufacturers with whom we are at least dual-sourced. However, we purchase some components from a single or limited number of sources for reasons of proprietary know-how, quality assurance, cost-effectiveness, or constraints resulting from regulatory requirements. We rely on a limited number of suppliers for a certain number of the components and sub-assemblies used in the manufacture of our products, including application-specific integrated circuit chips, Bluetooth low-energy chips, and other specialized parts. Further, the design of certain components and sub-assemblies (including, in some instances, the raw materials used to manufacture them) that we purchase is proprietary and the intellectual property rights may be owned exclusively by one party. In such cases, we are sole-sourced, with the supplier controlling the intellectual property rights. These sole-sourced components, sub-assemblies and raw materials are critical to the design and functionality of our products. In the case of sole-sourced parts, we manage risk by holding inventory in-house and at the supplier to lower the risk of a supply disruption. We work closely with all suppliers to preserve continuity of supply while maintaining high quality and reliability.
Quality Assurance
We utilize outside vendors for the supply of components, sub-assemblies, raw materials, and various services used in the manufacture of our products. Our outside vendors produce the components to our specifications, and they are audited periodically by our Quality team to confirm conformity with the specifications, policies, and procedures for our products. Our Quality team also inspects and tests our products at various steps in the manufacturing cycle to facilitate compliance with our specifications. We have received our ISO, European Union MDR, and Medical Device Single Audit Program certifications for our Quality Management System from BSI Group, an accredited Notified Body for CE Marking. Processes utilized in the manufacture, test, and release of our products have been verified and validated as required by the FDA and other regulatory bodies. As a medical device manufacturer and distributor, our manufacturing facilities and the facilities of our suppliers are subject to periodic inspection by the FDA, certain corresponding state agencies, and other regulatory bodies.
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Intellectual Property
To maintain a competitive advantage, we believe we must develop and preserve the proprietary aspect of our technologies. We rely on a combination of copyright, patent, trademark, trade secret, and other intellectual property laws, non-disclosure agreements, and other measures to protect our proprietary rights. We require our employees, consultants, and advisers to execute non-disclosure agreements in connection with their employment, consulting, or advisory relationships with us, where appropriate. We also require employees, consultants, and advisers who work on our products to agree to disclose and assign to us all inventions conceived during their work with us that are developed using our property or relate to our business.
Patents
As of December 31, 2025, we had over 1,000 patents in the United States and certain other countries, with expiration dates ranging from 2026 through 2047 and had over 700 patent applications pending. The issued patents and pending patent applications cover, among other things:
•the Omnipod drive system;
•the Omnipod cannula insertion system; 
•software, such as algorithms, apps and user interfaces, for controlling our current and next generation Omnipod products; and
•various novel aspects of our current and potential future generations of Omnipod products, and other mechanisms for the delivery of pharmaceuticals.
Trademarks 
We have registered various trademarks associated with our business with the United States Patent and Trademark Office on the Principal Register and in other appropriate jurisdictions. Our trademarks include INSULET®, OMNIPOD®, SIMPLIFY LIFE®, Omnipod DASH®, OmnipodPromise®, Omnipod DiscoverTM, SmartAdjustTM, PodPals®, Podder®, and PodderCentral®.
Government Regulation
United States FDA Regulation
Our products are medical devices that are subject to extensive and ongoing regulation by the FDA and other federal, state, and local regulatory bodies. FDA regulations govern, among other things, product design and development, preclinical and clinical testing, pre-market clearance or approval, manufacturing, labeling, product storage, advertising and promotion, sales and distribution, post-market adverse event reporting, post-market surveillance, complaint handling, repair or recall of products, and record keeping.
Unless an exemption applies, each medical device we seek to commercially distribute in the United States will require either prior 510(k) clearance or pre-market approval (“PMA”) from the FDA. A 510(k) pre-market notification filing must contain information establishing that the device to be sold is substantially equivalent to a device commercially distributed prior to May 28, 1976 or to a device that has been determined by the FDA to be substantially equivalent. Both the 510(k) clearance and PMA processes can be expensive and lengthy and entail significant user fees. We have obtained 510(k) clearance for Classic Omnipod, Omnipod DASH, and Omnipod 5. In addition, we may be required to obtain a new 510(k) clearance or pre-market approval for significant post-market modifications to our products.
Clinical Trials. Clinical trials are almost always required to support a PMA application and may also be required to support 510(k) submissions. If the device presents a “significant risk” to human health as defined by the FDA, the FDA requires the device sponsor to submit and obtain Investigational Device Exemption ("IDE") approval prior to commencing human clinical trials. Our clinical trials must be conducted in accordance with FDA regulations and federal and state regulations concerning human subject protection, including informed consent and privacy. A clinical trial may be suspended by the FDA or at a specific site by the relevant Institutional Review Board at any time for various reasons, including a belief that the risks to the trial participants outweigh the benefits of participation in the clinical trial. Even if a clinical trial is completed, its results may not demonstrate the safety and efficacy of the device or may be equivocal or otherwise insufficient for us to obtain approval of our product.
Ongoing Regulation. After a device is placed on the market, numerous regulatory requirements apply, including:
•establishment registration and device listing;
•the FDA’s Quality System Regulation (“QSR”), which requires manufacturers, including third-party manufacturers, to follow stringent design, testing, control, documentation, and other quality assurance procedures during the development and manufacturing process;
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•labeling regulations and prohibitions against the promotion of products for uncleared, unapproved or “off-label” uses, and other requirements related to promotional activities;
•medical device reporting regulations, which require that manufacturers report to the FDA if their device may have caused or contributed to a death or serious injury, or malfunctioned in a way that would likely cause or contribute to a death or serious injury if the malfunction were to recur;
•corrections and product recall reporting regulations, which require that manufacturers report to the FDA field corrections and product recalls or removals if undertaken to reduce the risk to health posed by the device or to remedy a violation of the federal Food, Drug, and Cosmetic Act that may present a risk to health. In addition, the FDA may order a mandatory recall if there is a reasonable probability that the device would cause serious adverse health consequences or death; and
•post-market surveillance regulations, which apply when necessary to protect the public health or to provide additional safety and efficacy data for the device.
Failure to comply with applicable regulatory requirements can result in enforcement actions by the FDA and other regulatory agencies, which may include any of the following sanctions: untitled letters or warning letters, fines, injunctions, consent decrees, civil or criminal penalties, recall or seizure of our current or future products, operating restrictions, partial suspension or total shutdown of production, refusal of or delay in granting 510(k) clearance or PMA of new products or modified products, rescinding previously granted 510(k) clearances or withdrawing previously granted PMAs, or refusal to grant import or export approval of our products.
We are subject to and have experienced announced and unannounced inspections by the FDA, and these inspections may include the manufacturing facilities of our subcontractors. If, as a result of these inspections, the FDA determines that our equipment, facilities, laboratories, or processes do not comply with applicable FDA regulations and conditions of product approval, the FDA may seek civil, criminal, or administrative sanctions and/or remedies against us, including the suspension of our manufacturing operations.
Other Regulations
Licensure. In order to sell our product through the pharmacy channel in the United States, we are required to work with intermediaries who have the appropriate pharmacy license for the applicable market. We are also subject to certain state laws regarding the professional licensure of our diabetes educators. We believe that our certified diabetes educators are in compliance with all such state laws. However, if our educators or we were to be found non-compliant, we may need to modify our approach to providing education, clinical support, and customer service.
Federal Anti-Kickback and Self-Referral Laws. The federal healthcare Anti-Kickback Statute prohibits the knowing and willful offer, payment, solicitation, or receipt of any form of remuneration, directly or indirectly, in return for, or to induce:
•the referral of an individual to any person or entity for the furnishing or arranging for the furnishing of items or services that are reimbursable under Medicare, Medicaid, or any other federal healthcare program; or
•the purchase, lease, order of, or recommendation of the purchase, lease, or order of any item or service that is reimbursable under Medicare, Medicaid, or any other federal healthcare program.
The federal Anti-Kickback Statute has been interpreted to apply to arrangements between drug and medical device manufacturers and suppliers on one hand and prescribers, patients, purchasers, and formulary managers on the other. In addition, claims resulting from a violation of the federal Anti-Kickback Statute constitute false or fraudulent claims for purposes of the federal civil False Claims Act discussed below. Although there are a number of statutory exemptions and regulatory safe harbors protecting certain common business practices from prosecution and administrative sanctions, the exemptions and safe harbors are drawn narrowly, and practices that involve remuneration that may be perceived as inducing the prescription, purchase, or recommendation of Omnipod products may be subject to scrutiny under the law. For example, we may provide the initial training to users necessary for appropriate use of our product either through our own diabetes educators or by contracting with outside diabetes educators that have completed a Certified Pod Trainer course. We compensate outside diabetes educators for their services at contracted rates deemed to be consistent with the market. We have structured our arrangements with diabetes educators and other business practices to comply with statutory exemptions and regulatory safe harbors whenever possible, but our practices may be subject to scrutiny if they fail to strictly comply with the criteria in the exemption or regulatory safe harbor. Moreover, there are no safe harbors for many common practices such as providing reimbursement assistance, coding and billing information, or other customer assistance and product support programs. If any of our practices, arrangements, or programs are found to violate the federal Anti-Kickback Statute, we could be subject to significant criminal, civil, and administrative penalties, including imprisonment, fines, damages, and exclusion from Medicare, Medicaid, or other governmental programs.
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Federal law also includes a provision commonly known as the “Stark Law,” which prohibits a physician from referring Medicare or Medicaid patients to an entity for the furnishing of certain “designated health services,” in which the physician has an ownership or investment interest or with which the physician has entered into a compensation arrangement. Violation of the Stark Law could result in denial of payment, disgorgement of reimbursements received for items and services referred by a physician with a noncompliant arrangement, civil damages and penalties, and exclusion from Medicare, Medicaid, or other governmental programs.
Federal Civil False Claims Act. The federal civil False Claims Act imposes penalties against any person or entity who, among other things, knowingly presents, or causes to be presented, a false or fraudulent claim for payment of government funds, or knowingly makes, uses, or causes to be made or used a false record or statement material to a false or fraudulent claim. Actions under the False Claims Act may be brought by the Attorney General or as a qui tam action by a private individual in the name of the government. Violations of the False Claims Act are subject to the imposition of significant per claim penalties, which include three times the amount of damages that the federal government sustained, and possible exclusion from participation in federal healthcare programs like Medicare and Medicaid. We believe that we are in compliance with the federal government’s laws and regulations concerning the filing of claims for reimbursement. However, many drug and medical device manufacturers have been investigated or subject to lawsuits by whistleblowers and have reached substantial financial settlements with the federal government under the False Claims Act for a variety of alleged improper marketing activities, including providing free product to customers with the expectation that the customers would bill federal programs for the product or causing submission of false claims by providing inaccurate coding or billing information to actual or prospective purchasers. We also may be subject to other federal false claim laws, including federal criminal statutes that prohibit making a false statement to the federal government.
Civil Monetary Penalties Law. We are subject to the federal Civil Monetary Penalties Law, which prohibits, among other things, the offering or transferring of remuneration to a Medicare or Medicaid beneficiary that the person knows or should know is likely to influence the beneficiary’s selection of a particular supplier of Medicare or Medicaid payable items or services. Noncompliance can result in significant civil monetary penalties for each wrongful act, an assessment of three times the amount claimed for each item or service, and exclusion from the federal healthcare programs.
Federal Healthcare Fraud Statutes. We are also subject to federal healthcare fraud statutes that, among other things, impose criminal and civil liability for executing a scheme to defraud any healthcare benefit program, including non-governmental programs, and prohibit knowingly and willfully falsifying, concealing, or covering up a material fact, making any materially false or fraudulent statement or representation, or making or using any false writing or document with knowledge that it contains a materially false or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items, or services. Violations of these statutes can result in significant civil, criminal, and administrative penalties, fines, damages, and exclusion from federal healthcare programs.
State Fraud and Abuse Laws and Marketing Restrictions. Many states have adopted anti-kickback, anti-referral laws, and false claims laws and regulations analogous to the federal civil Anti-Kickback Statute and federal False Claims Act. In some cases, these state laws apply regardless of the payor, including private payors. Moreover, several states have imposed requirements to disclose payments to healthcare providers, restrictions on marketing and other expenditures, and requirements to adopt a code of conduct or compliance program with specific elements. While we believe we are in compliance with such laws, any failure could result in fines and penalties and restrictions on our ability to operate in these jurisdictions.
Administrative Simplification of the Health Insurance Portability and Accountability Act of 1996. The Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) mandated the adoption of standards for the exchange of electronic health information to encourage overall administrative simplification and enhance the effectiveness and efficiency of the healthcare industry. Ensuring privacy and security of patient information is one of the key factors driving the legislation. HIPAA regulations have been amended under the Health Information Technology for Economic and Clinical Health Act of 2009. If we are found to be in violation of HIPAA, we could be subject to civil or criminal penalties.
U.S. Privacy Laws. Many states have enacted various privacy laws of general applicability over the past several years. For example, the California Consumer Privacy Act (“CCPA”) and California Privacy Rights Act (“CPRA”) are consumer privacy laws that provide certain privacy rights and consumer protection for residents of the state of California. These consumer rights include the right to know what personal information is collected, the right to know whether the data is sold or disclosed and to whom, the right to request a company to the delete personal information collected, the right to opt-out of the sale of personal information, and the right to non-discrimination in terms of price or service when a consumer exercises a privacy right. If we fail to comply with these regulations, we could be subject to civil sanctions, including fines and penalties for noncompliance. In addition, general privacy legislation has been filed in Congress in previous sessions, but the final form of the legislation and when it might be enacted is difficult to predict.
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General Data Protection Regulation. In the European Economic Area, the General Data Protection Regulation (“GDPR”) is a comprehensive data protection regime that imposes requirements relating to, among other things, consent to process personal data of individuals, the information provided to individuals regarding the processing of their personal data, the security and confidentiality of personal data, notifications in the event of data breaches, and use of third-party processors. If we fail to comply with these standards, we could be subject to criminal penalties and civil sanctions, including fines and penalties for noncompliance. The European Union has laid out a multi-year plan for additional privacy and data regulation, building upon the GDPR, and has begun to execute on that plan.
Patient Protection and Affordable Care Act. The Patient Protection and Affordable Care Act as amended by the Health Care and Education Reconciliation Act of 2010 (“ACA”) enacted significant changes to the provision of and payment for healthcare in the United States. Under the ACA and related laws and regulations, federal and state government initiatives are focused on limiting the growth of healthcare costs and implementing changes to healthcare delivery structures. These reforms are intended in part to put increased emphasis on the delivery to patients of more cost-effective therapies and could adversely affect our business. We expect that the ACA will continue to have a significant impact on the delivery of healthcare in the United States and on our business in the near term.
Physician Payments Sunshine Act. The Physician Payments Sunshine Act, implemented as the Open Payments program, requires manufacturers of drugs and devices for which payment is available under Medicare, Medicaid, or the Children’s Health Insurance Program (with certain exceptions) to report annually to the Centers for Medicare & Medicaid Services (“CMS”) information related to direct or indirect payments and other transfers of value provided to physicians and teaching hospitals, as well as ownership and investment interests held by physicians and their immediate family members. Applicable manufacturers are also required to report information regarding payments and transfers of value provided to physician assistants, nurse practitioners, clinical nurse specialists, certified nurse anesthetists, and certified nurse-midwives. Failure to disclose reportable payments could subject us to significant penalties. Certain states’ laws require additional reporting of payments and transfers of value to healthcare providers.
Since these laws and regulations continue to evolve, we lack definitive guidance on their application as they relate to certain of our arrangements and programs, including our program for user training offered to providers. We cannot predict the final form of these regulations or the effect their application will have on us.
Ensuring that our business arrangements and interactions with healthcare professionals, third‑party payors, customers, and others comply with applicable healthcare laws and regulations requires substantial resources. Because of the breadth of these laws and the narrowness of the exceptions or safe harbors, it is possible that some of our business activities could be subject to challenge under one or more of these laws.
U.S. Foreign Corrupt Practices Act (“FCPA”). We are subject to the FCPA in the United States. and to similar anti-bribery laws in other jurisdictions, which generally prohibit companies and their intermediaries from making improper payments to foreign officials for the purpose of obtaining or retaining business. Because of the predominance of government-sponsored healthcare systems around the world, our customer relationships outside of the United States may be with governmental entities and therefore subject to such anti-bribery laws. We operate in parts of the world that have experienced governmental corruption to some degree, and in certain circumstances strict compliance with anti-bribery laws may conflict with local customs and practices. Our policies mandate compliance with these anti-bribery laws. Despite our training and compliance programs, our internal control policies and procedures may not protect us from reckless or criminal acts committed by our employees or agents.
Outside the United States, we are subject to the U.K. Bribery Act and similar anti-bribery laws in other jurisdictions in which we operate. Such laws generally prohibit U.S.-based companies and their intermediaries from making improper payments to foreign officials, or in the case of the U.K. Bribery Act to any person, for the purpose of obtaining or retaining business. In addition, the European Union Whistleblower Directive and other applicable laws around the world impose specific requirements on companies regarding speak up policies and non-retaliation policies.
Artificial Intelligence (“AI”). Governments around the world have begun to regulate AI, including generative AI. The Cybersecurity Directive and the Artificial Intelligence Act (“EU AI Act”) was enacted in August 2024, with provisions taking effect through August 2026. Guidance from EU regulators is starting to be published and we will continue to track developments in this area and adjust operations accordingly. In the United States, California, Colorado, and Texas have introduced AI laws although they are not effective yet. Other countries have also regulated the use of AI. AI systems are currently deployed in our business operations and any additional AI systems to the extent developed or deployed in our business operations or in our products, we will be subject to AI regulations governing AI systems. We are engaged in regular reviews of development and licensing of software used in the business for compliance with relevant AI regulations.
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Working, Environmental and Manufacturing Practices. In addition, we are subject to numerous federal, state, foreign, and local laws relating to safe working conditions, manufacturing practices, and environmental protection. We may be required to incur significant costs to comply with these laws and regulations in the future.
Environmental Reporting. Increasingly, regulators, customers, investors, employees, and other stakeholders are focusing on environmental, social, and governance matters and related disclosures. The collection, measurement, and reporting of environmental data is subject to evolving reporting standards, including California’s climate disclosure requirements, and similar regulations established by other international regulatory bodies, such as the Corporate Sustainability Reporting Directive in the European Union. In addition, a number of our customers who are payors or distributors have adopted, or may adopt, procurement policies that include environmental provisions that their suppliers or manufacturers must comply with. If we do not adapt to or comply with new regulations, or fail to meet evolving investor, industry, or stakeholder expectations regarding environmental issues, investors may reconsider their investment in us, and customers and suppliers may choose to limit their business with us.
International Medical Device Regulations
International sales of medical devices are subject to foreign government regulations, which may vary substantially from country to country. The time required to obtain regulatory approval by a foreign country may be longer or shorter than that required for FDA clearance or approval, and the requirements may differ. There is a trend towards harmonization of quality system standards among the European Union, United States, Canada, and various other industrialized countries.
The primary regulatory body in Europe is that of the European Union, which includes most of the major countries in Europe. Other countries, such as Switzerland, have voluntarily adopted laws and regulations that mirror those of the European Union with respect to medical devices. The European Union has adopted numerous directives and standards regulating the design of medical devices, as well as conducting clinical trials, manufacturing, labeling, and adverse event reporting for medical devices, including the Medical Device Directive (“MDD”) and the MDR, which replaced MDD in 2021. Certain devices that comply with the requirements of the MDD can be commercially distributed until December 2027 if certain requirements are met. The method of assessing conformity with the applicable directive varies depending on the class of the product, but normally involves a combination of self-assessment by the manufacturer and a third-party assessment by a “Notified Body”. The latter is required in order for a manufacturer to commercially distribute the product throughout the European Union. This third-party assessment may consist of an audit of the manufacturer’s quality system and specific testing of the manufacturer’s product. To market our products outside of the European Union, we are required to seek regulatory approval on a country-by-country basis.
We have obtained the right to affix the CE Mark under MDR, and UK Conformity Assessed (UKCA marking) to Omnipod 5 and Omnipod DASH, which allows us to distribute these products throughout the European Union and in the United Kingdom. We have obtained the right to affix the CE Mark to Classic Omnipod under the MDD and can continue to sell Classic Omnipod through 2027 in the European Union and in other countries that recognize the CE Mark. We have also secured the necessary regulatory approvals for all other markets in which we currently distribute Omnipod products.
Human Capital Resources
Employees
Our people are our most valuable asset and are the source of our innovation and our success. We strive to attract and retain the best talent with competitive compensation and benefits, opportunities for growth and development, and a culture that emphasizes fair and equitable treatment. As of December 31, 2025, we had approximately 5,400 full-time employees, representing a 38% increase over the prior year. Approximately 60% of our employees are located in the United States and the remainder are located in 17 other countries.
Our culture is driven by our ways of working, which define the key behaviors that we believe are most important to our success and to creating an exceptional employee experience. Additionally, we promote our Insulet for Good program, which enables employees globally to engage in volunteerism and corporate philanthropy in ways aligned with our corporate strategic priorities. In 2025, we added an employee gift matching element to Insulet for Good where Insulet contributes to causes our employees care about. Employee donations to non-profit organizations are matched, and volunteer hours have an Insulet financial support mechanism to engage and amplify employee contributions.
To assess employee retention and engagement and identify potential opportunities for improvement, we conduct periodic ‘Your Voice’ employee pulse surveys and take timely action to address key areas of employee concern. Our executive leadership team also conducts regular Town Hall meetings to ensure our global employees are highly engaged and receive timely business updates. To help our remote employees feel socially connected to their colleagues, we created our “Stay Connected” initiative, which includes virtual meetings with our executive team members. These virtual meetings are designed as casual conversations with our executives so employees can talk about what is on their minds, get to know the executive leaders, and connect with colleagues from across the organization.
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Our success thrives on the various perspectives, thoughts, experiences, and backgrounds within our workforce. We are committed to creating a global culture that reflects the diversity of the customers we serve and creates an environment where all employees feel welcomed, respected, and valued. Accordingly, we are committed to providing equal opportunity in all aspects of our Company culture and workplace.
Training and Development
We are committed to fostering an environment in which our employees continuously learn and develop the skills and capabilities needed for their success by offering both leadership and professional skills development programs. All employees who join Insulet undergo a robust onboarding program that educates them about diabetes, our products, business strategy, culture, ways of working, and mission. This onboarding is followed by our career development program, through which each employee creates an Individual Development Plan that is regularly reviewed and updated with their manager. We also offer LinkedIn Learning and tuition reimbursement to eligible employees. Further, managers participate in our leadership development program to support the growth, capabilities, and development of our future leaders. In addition, we offer intensive Customer Care and Sales New Hire Training. 
Competitive Pay and Benefits
Our compensation program is designed to align employee pay with our performance and to provide the proper incentives to attract, retain, and motivate employees to achieve superior results. The structure of our compensation program balances incentive compensation for both short-term and long-term performance.
We are committed to providing comprehensive benefit options that allow our employees and their families to live healthier and more secure lives. Our benefits vary by country with a wide range of offerings including health and life insurance, paid time off, employee stock purchase plan, paid parental leave, business travel accident insurance, and employee assistance program. In addition, we offer Pod Perks, which provides free Omnipod 5 or Omnipod DASH products, including Controller/PDM and Pods to benefit eligible employees or dependents.
Health and Safety
We have high standards for workplace safety and are committed to the safety and well-being of our workforce. To promote this, we maintain an environmental health and safety management system that covers all our employees, temporary employees, and contractors. Our programs and policies are designed to meet all applicable local, regional, and federal laws, including U.S. Occupational Safety and Health Administration requirements. We continuously monitor and adapt to regional regulations as we expand our facilities into new geographies.
We have formal plans in place to protect our employees' safety in the event of an emergency. We also conduct periodic health and safety audits of our facilities to monitor the effectiveness of our programs and drive continuous improvement in our overall safety performance as Insulet expands in size and impact.
Company Information
Insulet Corporation is a Delaware corporation formed in 2000. Our principal office is located at 100 Nagog Park, Acton, Massachusetts, 01720 and our website address is http://www.insulet.com. We make available free of charge on our website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and amendments to those reports as soon as reasonably practicable after we electronically file or furnish such materials to the U.S. Securities and Exchange Commission (“SEC”). We have also posted the charters for our Audit Committee, Talent and Compensation Committee, Nominating, Governance and Risk Committee, and Science and Technology Committee as well as our Code of Business Conduct and Ethics, and other corporate governance materials under the heading “Governance Documents” in the Investors section of our website. The information on our website is not incorporated in this report by reference. In addition, the SEC maintains a website (http//www.sec.gov) that contains reports, proxy, and information statements, and other information regarding issuers that file electronically with the SEC.
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Item 1A. Risk Factors
Risks Related to Our Business
We currently rely on sales of our Omnipod product platform to generate most of our revenue.
We expect to continue to derive nearly all our revenue from our Omnipod product platform. Accordingly, our ability to continue to generate revenue is highly reliant on our ability to successfully market and sell our Omnipod products to new and existing customers, which could be negatively impacted by the risks described throughout these Risk Factors. Failure to continue to successfully market and sell our Omnipod products or to retain and grow our customer base would have a negative impact our business, revenue, financial condition and results of operations.
Our ability to grow our revenue depends in part on our retaining a high percentage of our customers.
A key to driving our revenue growth is the retention of a high percentage of our customers. If demand for our products decreases as a result of economic conditions, competition, perceived inadequate customer service, product performance issues or otherwise, our ability to retain customers could be harmed. The failure to retain a high percentage of our customers would negatively impact our revenue growth and may have a material adverse effect on our business, financial condition, and results of operations.
If we do not effectively manage our rapid growth, our business resources may become strained and we may not be able to deliver our products in a timely manner, which could adversely affect our results of operations.
As we continue to expand the number of customers we serve, driven by increasing demand for Omnipod 5, our international expansion and entrance into the insulin-requiring type 2 diabetes market, we expect to continue to increase our manufacturing capacity, our personnel, and the scope of our sales and marketing efforts. Our growth will create challenges for our organization and may strain our management, operations, and customer service resources. We may misjudge the amount of time or resources that will be required to effectively manage any anticipated or unanticipated growth in our business, we may not be able to manufacture sufficient inventory, and we may not be able to attract, hire, and retain sufficient personnel to meet our expanding needs. If we cannot scale our business appropriately, maintain control over expenses, manufacture our products in a cost-effective or timely manner, or otherwise adapt to anticipated and unanticipated growth, our business resources may become strained, customer experience may decline, and we may not be able to deliver our Omnipod products in a timely manner, all of which would adversely affect our results of operations.
Failure to secure or retain adequate coverage or reimbursement for our products by third-party payors could adversely affect our business, revenue, financial condition, and results of operations.
We expect that sales of our Omnipod products would be limited if a substantial portion of their sales price is not paid for by third-party payors, including private insurance companies, health maintenance organizations, preferred provider organizations, federal and state government healthcare agencies, intermediaries, Medicare, Medicaid, and other managed care providers. In the United States, we currently have contracts establishing reimbursement for Omnipod products with national and regional third-party payors and government agencies that provide reimbursement in all 50 states. Medicare Part D Plan Sponsors may provide coverage for Omnipod products under the Medicare Part D prescription drug program, which requires negotiating with third-party payors in order to provide our product through the pharmacy channel in the United States. While we anticipate entering into additional contracts with other intermediaries and third-party payors, we cannot be sure that our efforts will be successful or that we will be able to maintain these contracts as they can generally be terminated by the third-party payor without cause. Further, we anticipate that recently enacted and proposed legislative changes affecting Medicare, Medicaid, and the Affordable Care Act may impact healthcare coverage, which, if implemented could adversely affect both demand for and pricing of our products.
Moreover, compliance with administrative procedures or requirements of third-party payors may result in delays in the payor processing approvals for coverage of Omnipod products. Coverage decisions and rates of reimbursement increasingly require clinical evidence showing an improvement in user outcomes. Generating this clinical evidence requires substantial time and investment and there is no guarantee of a desired outcome.
As we expand our sales and marketing efforts internationally, we face additional risks associated with obtaining and maintaining reimbursement from foreign healthcare payment systems on a timely basis or at all. Guidelines for reimbursement vary from jurisdiction to jurisdiction and we may not have the needed experts or clinical evidence within a particular jurisdiction to achieve reimbursement and thereby patient access. Outside the U.S., several of our major markets have government involvement in their healthcare payment system that may impose negative pricing pressure or limit access to or reimbursement for our products. Failure to secure or retain adequate coverage or reimbursement for our products by third-party payors could limit our ability to expand internationally and have a material adverse effect on our business, revenue, financial condition, and results of operations.
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If we fail to expand our relationships with intermediaries, our ability to grow our business may be materially and adversely affected.
In addition to promoting, marketing, and selling Omnipod products through our own direct sales force, we utilize intermediaries to distribute our product. If our intermediaries are unwilling or unable to market and sell our products, do not devote adequate resources or support to generate awareness of our products and grow product sales, or if they do not perform to our expectations, we could experience delayed or reduced market acceptance and sales of our products, which would adversely affect our business, revenue, financial condition, and results of operations.
Our non-insulin Drug Delivery product line faces challenges which, if not met, may impair its future success.
Our non-insulin Drug Delivery product line involves the development, manufacture, and sale of a modified Pod for delivery of a specific drug other than insulin. Substantially all of our commercialized Drug Delivery revenue consists of sales of a customized version of our product for use in Amgen’s Neulasta Onpro kit under an agreement that expires in December 2028. The marketing and sales initiatives driving this product line differ markedly from those on which we rely for our sales of Omnipod products to treat diabetes since the non-insulin drug delivery devices depend on marketing and sales to pharmaceutical companies, not to users and clinicians. We expect that the future results of our Drug Delivery product line will face several challenges, including:
•our identification of opportunities and development of appropriate modifications to our Omnipod technology to address the needs and parameters required for drug-delivery opportunities;
•our achievement of satisfactory development and pricing terms with the pharmaceutical companies that sell such drugs that would enable us to maintain an appropriate gross margin, particularly given relatively small number of modified Pods needed to address each drug-delivery opportunity;
•our ability to manufacture, and possible long lead-times associated with the development, regulatory approvals, and ramp up applicable to modified Pods;
•uncertainties relating to the success of the pharmaceutical companies in marketing and selling their drugs as well as the modified Pods as the appropriate delivery devices;
•intense competition in the drug-delivery industry, including from competitors which have substantially greater resources; and
•regulatory requirements and reimbursement rates associated with such drugs.
If we are unsuccessful in overcoming one or more of these challenges, or if our agreement with Amgen is terminated or not renewed, our financial results could be negatively impacted.
Risks Related to Competition and Product Development
Our failure to compete effectively would negatively impact our revenue and results of operations.
The competitive landscape in our industry continues to undergo significant change. We compete with established companies that produce insulin pumps, such as Medtronic Diabetes, a division of Medtronic plc (which division is being spun out into a new, independent publicly traded company), Tandem Diabetes Care Inc., as well as emerging companies like Beta Bionics Inc. Our competitors may develop products in the future that are superior to ours which would inhibit our ability to compete effectively.
In addition to the insulin pump competitors, we compete with companies that provide products and supplies for MDI therapy. MDI therapy, including smart pens, can be substantially less expensive than pump therapy, and improvements in the effectiveness of MDI therapy may result in fewer people than we expect converting from MDI therapy to pump therapy, which could result in price pressure and decreased revenue.
Our current competitors or other companies may at any time develop additional products for the treatment of diabetes. Several companies are working to develop and market new insulin “patch” pumps, smart pens, and other methods for the treatment of insulin-dependent diabetes. If an existing or future competitor develops a product that competes with or is superior to our Omnipod products, we risk losing our position as the perceived technology leader in our field, and our revenue may decline.
In addition, some of our competitors may compete by changing their pricing model or by lowering the price of their insulin delivery systems or ancillary supplies. If these competitors’ products gain acceptance by healthcare professionals, people with insulin-dependent diabetes, or third-party payors, we could experience pricing pressure. If prices were to fall, our results of operations could be materially adversely impacted.
Additionally, diabetes associations, healthcare providers that focus on diabetes, or other organizations that may be viewed as authoritative could endorse products or methods that compete with our products or otherwise announce positions that are unfavorable to our products. Any of these events may negatively affect our sales efforts and result in decreased revenue.
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Our new product development initiatives may prove to be ineffective or not commercially successful.
A significant element of our strategy is to increase revenue growth by continuing to focus on innovation and new product development. The results of our product development efforts may be affected by a number of factors, including our ability to anticipate customer needs, innovate and develop new products and technologies, successfully complete clinical trials, obtain regulatory approvals and reimbursement in the U.S. and abroad, gain and maintain market acceptance of our products, manufacture products in a cost-effective manner, and obtain appropriate intellectual property rights. Further, governmental regulation and laws related to AI and other emerging technologies may increase the burden and cost of research and development or require increased transparency that makes it more difficult to protect our intellectual property. In addition, patents attained by others can preclude or delay our commercialization of a product. There can be no assurance that any products currently in development, or that we may seek to develop in the future, will achieve technological feasibility, obtain regulatory approval, or gain market acceptance. If we are unable to develop and launch new products, our ability to maintain or expand our market position in the markets in which we participate may be negatively impacted. Even if we successfully develop new products, enhancements, or new generations of existing products, they may be quickly rendered obsolete by changing customer preferences, changing industry or regulatory standards, or competitors’ innovations. Our failure to introduce commercially successful new and innovative products in a timely manner could have a material adverse effect on our business, results of operations, financial condition, and cash flows.
Technological breakthroughs in diabetes monitoring, treatment, or prevention could render our Omnipod products obsolete or less desirable.
The diabetes treatment market is subject to rapid technological change and product innovation. Our Omnipod products are based on our proprietary technology, but a number of companies, medical researchers, and pharmaceutical companies are pursuing new delivery devices, delivery technologies, sensing technologies, procedures, drugs, and other therapeutics for the monitoring, treatment, and/or prevention of insulin-dependent diabetes. In addition, well-capitalized biopharmaceutical companies like Vertex Pharmaceuticals, as well as the National Institutes of Health, and other supporters of diabetes research, are continually seeking ways to prevent, cure, or improve the treatment of diabetes. Any breakthroughs in diabetes monitoring, treatment, or prevention could reduce the potential market for our products or render our products obsolete altogether, which would significantly reduce our sales or cause our sales to grow at a slower rate than we currently expect. Further, increased availability and adoption of the GLP-1 class of drugs may delay the progression of type 2 diabetes in obese patients. In addition, even the perception that new products may be introduced, or that technological or treatment advancements could occur, could cause consumers to delay the purchase of our products or impact our stock price.
Future market or clinical studies may be unfavorable to our Omnipod products and their efficacy, which could hinder our sales efforts and have a material adverse effect on our business, results of operations, financial condition, and cash flows.
To help improve, market, and sell our Omnipod products, we have sponsored, and expect to continue to sponsor, clinical studies to assess various aspects of the functionality and relative efficacy of our products. The data obtained from the studies may be unfavorable to our products or may be inadequate to support satisfactory conclusions. If clinical trials fail to support the efficacy of our current or future products, our sales may be adversely affected and we may lose an opportunity to secure clinical preference from prescribing clinicians or reimbursement from third-party payors. In addition, clinical studies or articles regarding our existing products or any competing products may be published that either support a claim, or are perceived to support a claim, that a competitor’s product is clinically more effective or easier to use than our products or that our products are not as effective or easy to use as we claim. Any of these events may have a material adverse effect on our business, financial condition, and results of operations.
Risks Related to our Intellectual Property
We may be unable to adequately protect our intellectual property rights, which could limit our ability to sell our products profitably, or at all, and cause us to incur additional costs.
Our success depends in part on our ability to develop or acquire commercially valuable intellectual property rights and to protect those rights adequately. We rely on a combination of patents, trade secrets, copyright and trademark laws, confidentiality, non-disclosure and assignment of invention agreements, and other contractual provisions and technical measures to protect our intellectual property rights. Despite these measures, any of our intellectual property rights could be challenged, invalidated, circumvented, or misappropriated. Companies could produce competing products using the stolen intellectual property and counterfeit products could also be developed. The latter could be damaging to our reputation if the products do not work properly.
We may not be able to develop additional proprietary technologies that are patentable, and we cannot ensure that our pending patent applications will result in the issuance of patents to us. To protect our intellectual property, we may need to assert claims of infringement or misappropriation against third parties. Any lawsuits that we initiate could be expensive, take significant time,
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and divert management’s attention from other business concerns. The outcome of litigation to enforce our intellectual property rights, including the award of damages or other remedies (if any) is highly unpredictable. We may not prevail in any lawsuits that we initiate, and the damages or other remedies awarded, if any, may not be commercially valuable. The occurrence of any of these events could limit our ability to sell our products profitably or at all, or to effectively compete, resulting in a material adverse effect on our business, revenue, financial condition, and results of operations.
Claims that our current or future products infringe or misappropriate the proprietary rights of others could adversely affect our ability to sell those products and cause us to incur additional costs.
We have been involved in patent infringement suits in the past and may be again in the future. As the number of companies with whom we compete grows and the functionality of products and technology in different industry segments overlap, the risk of third-party infringement claims increases. Third parties may currently have, or may eventually be issued, patents related to our current or future products or technologies and any of these third parties might make a claim of infringement against us.
Such litigation, regardless of its outcome, could result in the expenditure of significant financial resources and the diversion of management’s time and resources. In addition, such litigation could cause negative publicity, cause product shipment delays, temporarily or permanently limit or prohibit us from manufacturing, marketing, or selling our current or future products, and/or require us to undertake other remedial activities such as develop non-infringing technology, make substantial payments to third parties, or enter into royalty or license agreements, which may not be available on acceptable terms or at all. If a successful claim of infringement were made against us and we could not develop non-infringing technology or license the infringed or similar technology on a timely and cost-effective basis, our revenue could decrease substantially, and we could be exposed to significant liability.
Risks Related to Economic Conditions and Operating Internationally
The continuing worldwide macroeconomic and geopolitical uncertainty as well as the impact of another global pandemic may adversely affect our business and prospects.
Continued concerns about the systemic impact of potential long-term and wide-spread recession and geopolitical issues, including wars and terrorism, have contributed to increased market volatility and diminished expectations for economic growth in the world. Our business and results of operations may be adversely impacted by changes in macroeconomic conditions, including inflation, bank failures, rising interest rates, and reduced availability of capital markets. Elections, political changes and divisions, and social concerns in various countries, including the United States, may further exacerbate geopolitical and geoeconomic tensions and market instability. Uncertainty about global economic conditions, particularly in countries with government-sponsored healthcare systems, may also cause slower adoption of new technologies such as Omnipod 5. Our failure to effectively navigate these geopolitical and economic challenges may result in decreased demand for our products and increased competition, downward pricing pressure, and increased user attrition, which could have a material adverse effect on our business, revenue, financial condition, and results of operations.
A weakening of macroeconomic conditions may also adversely affect our suppliers, which could result in interruptions in supply. In addition, another global pandemic like COVID-19 could significantly impact our supply chain if the manufacturing plants that produce our products or product components, the distribution centers where we manage our inventory, or the operations of our logistics and other service providers, including third parties that sterilize our products, are disrupted, temporarily closed, or experience worker shortages for a sustained period of time, which could have a material adverse effect on our business, revenue, financial condition, and results of operations.
The international nature of our business subjects us to additional business risks that may have an adverse effect on our financial condition or results of operations.
International expansion is a key component of our growth strategy. International sales made up 28% of our revenues in 2025, and we expect international sales to contribute significantly to our future growth as we continue to launch Omnipod 5 in additional international markets. We also rely on third-party suppliers located in other countries, a third-party contract manufacturer located in China, and our manufacturing facility in Malaysia. Our current and future international operations are subject to risks that are inherent in conducting business under foreign laws, regulations, and customs.
Our international operations, particularly our sales, manufacturing and supplier operations, may subject us to a number of risks and expenses, any of which could harm our operating results, including:
•political instability and actual or anticipated military or political conflicts;
•trade protection measures, such as tariff increases, and import and export licensing and control requirements;
•negative consequences from changes in, or interpretations of, tax laws;
•currency fluctuation;
•difficulty in establishing, staffing, and managing international operations;
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•adapting to the differing laws and regulations, business and clinical practices, and consumer preferences in international markets;
•difficulties in obtaining and maintaining reimbursement from foreign healthcare payment systems on a timely basis or at all;
•difficulties in managing international relationships, including any relationships that we establish with foreign partners, distributors, or sales or marketing agents; and
•longer collection periods and difficulty in collecting accounts receivable.
In addition, government policies on international trade and investment such as import quotas, capital controls or tariffs, whether adopted by individual governments or addressed by regional trade blocks, can affect the cost of and the demand for our products, impact the competitive position of our products, or otherwise adversely affect our ability to sell products in the affected countries. The implementation of more restrictive trade policies, such as more detailed inspections, higher tariffs, or new barriers to entry, could negatively impact our business, results of operations, and financial condition. For example, a government's adoption of “buy national” policies or retaliation by another government against such policies could have a negative impact on our results of operations.
Expansion of U.S. tariffs could have a material adverse effect on our financial results.
Tariffs, sanctions or other trade barriers imposed by the U.S. (and countermeasures by non-U.S. governments) could adversely impact our supply chain costs or availability of certain components, demand for our products and our business, revenue, financial condition, results of operations and cash flows. Unpredictability of trade policy compounds this risk. Further, the U.S. Department of Commerce Bureau of Industry and Security (“BIS”) has announced the initiation of an investigation into the effects on U.S. national security of imports of personal protective equipment, medical consumables, and medical equipment, including medical devices such as insulin pumps. BIS is conducting the investigation under Section 232 of the Trade Expansion Act of 1962 (Section 232), a law that empowers the president to restrict imports of products that threaten to impair national security. The investigation could result in overriding the tariff exemption currently in place for certain medical devices, which could have a material impact on our results of operations in future years.
Risks Related to Reliance on Third Parties and Business Continuity
We rely on agreements or licenses to intellectual property or other rights in order to sell our current product and commercialize new products.
We rely on agreements or licenses to intellectual property or other rights in order to sell our current products and commercialize new products. If we cannot obtain or retain these agreements, licenses, or other rights, we may not be able to sell, develop, or commercialize our products. For example, we have commercial agreements with Dexcom and Abbott that allow us to sell Omnipod 5 with integration to Dexcom’s and Abbott’s CGM sensors. The loss of any of these rights could impair the functionality of our products or prevent us from selling our products without significant development activities and regulatory approvals that may not be completed in time to prevent an interruption in the availability of our products to consumers. This could result in a material adverse effect on our business, revenue, financial condition, and results of operations.
We also have a partnership with Glooko that allows our products to connect with Glooko’s cloud-based diabetes data management system so that users and healthcare providers can monitor user data, including insulin delivery trends, and blood glucose levels. Our agreement with Glooko expires in December 2026. If this agreement is not renewed in the future and we do not contract for an alternative data management system or launch our own, our business could be materially adversely impacted.
Our inventory is produced and maintained in a limited number of locations, including one operated by a third party in China, and any loss could have a material adverse effect on our ability to manufacture and sell our products.
Our products are manufactured in three locations: at our manufacturing facility in the United States, at our manufacturing facility in Malaysia, and on manufacturing lines owned by us at a facility located in China that is operated by a third-party contract manufacturer. Political or financial instability, currency fluctuations, the outbreak of pandemics, labor unrest, impaired transport capacity and costs, port security, weather conditions, natural disasters, or other events that could slow or disrupt port activities and affect foreign trade are beyond our control and could materially disrupt our supply of product from China or Malaysia, increase our costs, and/or adversely affect our results of operations. Further, following the COVID-19 pandemic there may be increased pressure for U.S. medical device companies to reduce dependency on China for their supply chain. In addition, substantially all of our inventory in the United States is held at a single location in Massachusetts and our inventory in Europe is maintained by a third-party logistics entity primarily at a single location in the Netherlands. We take precautions to ensure that our third-party contract manufacturer and logistics entity safeguard our assets, including maintaining insurance, enacting health and safety protocols, and storing computer data offsite. However, a natural or other disaster, such as a fire or
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flood, could cause substantial delays in our operations, damage or destroy our manufacturing equipment and/or inventory, and cause us to incur additional expenses. Further, the insurance we maintain may not be adequate to cover our losses. With or without insurance, damage to our facility, manufacturing equipment, inventory, or other property, or to any of our suppliers, may have a material adverse effect on our business, financial condition, and results of operations.
We are dependent upon third-party suppliers, making us vulnerable to supply constraints and price fluctuations, and we may not be able to obtain sufficient components or raw materials on a timely basis or at all.
The manufacture of our products requires the timely delivery of sufficient amounts of quality components and materials from many suppliers in various countries. We work closely with our suppliers to ensure the continuity of supply, but we cannot guarantee these efforts will always be successful. We have also seen significant price increases for various components and raw materials, including for semiconductor chips. We do not have long-term supply agreements with all of our suppliers, and, in many cases, we, or our contract manufacturer, make purchases based on individual purchase orders. In some cases, our agreements with suppliers can be terminated by either party upon short notice. Additionally, while efforts are made to diversify our sources of components and materials, in certain instances we acquire components and materials from a sole supplier. Also, due to the stringent regulations and requirements of the FDA and similar regulatory agencies in other countries regarding the manufacture of our products, we may not be able to quickly establish additional or replacement sources for some components or materials.
Our reliance on third-party suppliers subjects us to other risks that could harm our business, including:
•our suppliers may give other customers’ needs higher priority than ours, impacting their ability to deliver products to us in a timely manner, as we are not a major customer of many of our suppliers;
•we may not be able to obtain an adequate supply of materials or components in a timely manner or on commercially reasonable terms;
•our suppliers may make errors in manufacturing that could negatively affect the safety or efficacy of our products, cause delays in shipment, or negatively affect our reputation;
•we may have difficulty locating and qualifying alternative suppliers for our sole-source supplies;
•switching components or suppliers may require product redesign and submission to the FDA of a new 510(k);
•thefts of our trade secrets and intellectual property could occur with the third-party supply process;
•our suppliers may be unable to fulfill our orders in a timely manner or at all due to financial hardship or the occurrence of a fire, natural disaster, or other catastrophe; and
•our suppliers may fail to comply with environmental, conflict minerals, anti-slavery, or other applicable laws, thus impairing our ability to source materials.
An interruption, delay, or inability to obtain components, products, and raw materials from our third-party suppliers at acceptable prices and in a timely manner, could hinder our ability to manufacture our products in a timely or cost-effective manner and have a material adverse effect on our business and results of operations.
Our manufacturing process is highly complex and subject to regulation; as demand for our products increase, we may experience manufacturing difficulties, including not effectively managing the start-up of new manufacturing lines or issues with our third-party contract manufacturer, which could harm our business.
The manufacture of our product is highly exacting and complex, due in part to strict regulatory requirements. While we manufacture our products in the United States and in Malaysia, a third-party contract manufacturer in China manufactures and supplies a significant portion of our inventory. We and our contract manufacturer may encounter problems during manufacturing for a variety of reasons, including equipment malfunction, failure to follow specific protocols and procedures, defective raw materials, and environmental factors. These issues could lead to compromised product quality, launch delays, reduced productivity, higher defect rates, increased waste, product shortage, unanticipated or increased costs, lost revenues, and damage to our reputation. Our failure to scale manufacturing appropriately to meet future demand, or encountering quality issues or unexpected operational delays when commencing operation of new manufacturing lines, would have an adverse effect on our gross margins and could result in product shortages. A failure to identify and address manufacturing problems prior to the release of products to our customers may also result in a quality or safety issue. Additionally, inefficient processes can strain relationships with suppliers and partners, further exacerbating operational disruptions and financial losses. Significant manufacturing problems could have a material adverse effect on our business, results of operations, financial condition, and cash flows.
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If the third parties on which we rely to conduct our clinical trials and to assist us with pre-clinical development do not perform as contractually required or expected, we may not be able to obtain regulatory clearance or approval or commercialize our products.
We rely on third parties, such as contract research organizations, medical institutions, clinical investigators, and contract laboratories to conduct some of our clinical trials and pre-clinical investigations. If these third parties do not successfully carry out their contractual duties or regulatory obligations or meet expected deadlines, or if the quality or accuracy of the data they obtain is compromised due to failure to adhere to our clinical protocols or regulatory requirements or for other reasons, our pre-clinical development activities or clinical trials may be extended, delayed, suspended, or terminated, and we may not be able to obtain regulatory approval for, or successfully commercialize, our products on a timely basis, or at all, and our business and operating results may be adversely affected.
Risks Related to Government Regulation and Product Liability
Healthcare reform laws could adversely affect our revenue and financial condition.
Efforts to control healthcare costs, including limiting access to care, alternative delivery models, and changes in the methods used to determine reimbursement systems and rates, are ongoing at the federal and state levels. Future changes cannot be predicted with certainty, and may have an adverse effect on our industry and on our ability to maintain or increase sales of any of our products.
We are subject to extensive government regulation, which could restrict the sales and marketing of our products, cause us to incur significant costs, and impact our profitability and competitiveness.
Our medical device products and operations are subject to extensive regulation by the FDA and various other federal, state, local, and foreign government authorities. Government regulation of medical devices is meant to ensure their safety and effectiveness, and includes regulation of, among other things:
•design, development, and manufacturing;
•testing, labeling, and content and language of instructions for use and storage;
•clinical trials;
•product clearances and approvals, including premarket clearance and approval;
•product safety;
•advertising and promotion;
•marketing, sales, and distribution;
•conformity assessment procedures;
•product traceability and record keeping procedures;
•product complaints, complaint reporting, recalls, and field safety corrective actions;
•post-market surveillance, including reporting of deaths or serious injuries and malfunctions that, if they were to recur, could lead to death or serious injury;
•post-market studies; and
•product import and export.
Before a new medical device, or a significant modification of a medical device, including a new use of or claim for an existing product, can be marketed in the United States, it must first receive regulatory clearance, unless an exemption applies. Obtaining such regulatory clearance can be expensive and lengthy. Delays in obtaining or inability to obtain clearances could adversely affect our ability to introduce new or enhanced products in a timely manner, which in turn could harm our revenue and profitability.
We also are subject to numerous post-marketing regulatory requirements, which include quality system regulations related to the manufacture of our devices, labeling regulations, and medical device reporting regulations. The last of these regulations requires us to report to the FDA if our devices cause or contribute to a death or serious injury, or malfunction in a way that would likely cause or contribute to a death or serious injury if the malfunction recurred. If we fail to comply with present or future regulatory requirements that are applicable to us, we may be subject to enforcement action by the FDA, which may include any of the following sanctions:
•untitled letters, warning letters, fines, injunctions, consent decrees, and civil penalties;
•customer notification or orders for repair, replacement, or refunds;
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•voluntary or mandatory recall or seizure of our current or future products;
•administrative detention by the FDA of medical devices believed to be adulterated or misbranded;
•operating restrictions or suspension or shutdown of production;
•refusing our requests for regulatory clearance of new products, new intended uses, or modifications to our Omnipod products;
•rescinding, suspending, or withdrawing clearance that has already been granted; and
•criminal prosecution.
The occurrence of any of these events may have a material adverse effect on our business, financial condition, and results of operations.
In addition, the FDA may change its clearance and approval policies, adopt additional regulations, revise existing regulations, or take other actions that may prevent or delay approval or clearance of our products under development or impact our ability to modify our currently approved or cleared products on a timely basis or make it more difficult and costly to produce, market, and distribute existing products.
We also sell our products in Canada, Australia, and certain countries in Europe and the Middle East. As a result, we are required to comply with additional foreign regulatory requirements, which may vary substantially from country to country. As we expand our sales efforts internationally, we may need to obtain additional foreign approval certifications. Failure to fulfill foreign regulatory requirements on a timely basis or at all could adversely affect our ability to grow our business.
Any delays in obtaining approval for our products, or any failure to meet regulatory requirements could adversely affect our ability to sell our products resulting in a negative impact to our financial results.
If we or our contract manufacturer fail to comply with the FDA’s quality system regulations, the manufacturing and distribution of our devices could be interrupted, and our sales and operating results could suffer.
We and our contract manufacturer are required to comply with the FDA’s QSR, which is a complex regulatory framework that covers the procedures and documentation of the design, testing, production, control, quality assurance, sterilization, labeling, packaging, storage, shipping, and servicing of our devices. Compliance with applicable regulatory requirements is subject to continual review and is monitored rigorously through periodic, sometimes unannounced, inspections by the FDA. We cannot assure you that our facilities or our contract manufacturer’s facility will pass any future quality system inspection. If our or our contract manufacturer’s facility fails a quality system inspection or fails to take adequate and timely corrective action in response to an adverse quality system inspection or QSR violation, or otherwise fails to adhere to QSR requirements, this could delay production of our products and lead to business disruption. In addition, failure to take adequate and timely corrective action in response to an adverse quality system inspection or QSR violation could result in fines, difficulties in obtaining regulatory clearances, recalls, enforcement actions, including injunctive relief or consent decrees, or other consequences, which could have a material adverse effect on our customers’ experience and our financial condition or results of operations.
Malfunction of our products could lead to recalls, safety alerts, or litigation and result in substantial costs and reputational damage.
The FDA and similar governmental bodies in other countries have the authority to require the recall of our products if we or our contract manufacturer fails to comply with relevant regulations pertaining to manufacturing practices, labeling, advertising, or promotional activities, or if new information is obtained concerning the safety or efficacy of our products. A government-mandated recall could occur if the FDA finds that there is a reasonable probability that the device would cause serious, adverse health consequences or death. A voluntary recall by us could occur as a result of any material deficiency in a device, such as manufacturing defects, labeling deficiencies, packaging defects, or other failures to comply with applicable regulations. Adverse events involving our products have been reported to us in the past, and we cannot guarantee that they will not occur in the future. Any corrective action, whether voluntary or involuntary, may require significant time and capital, could divert management's attention from operating our business, and may harm our reputation and financial results. We may initiate voluntary recalls involving our products in the future that we determine do not require notification to the FDA. If the FDA disagrees with our determinations, it could require us to report those actions as recalls and could take enforcement action against us for failing to report the recalls when they were conducted. In the event of a product malfunction, we may also be subject to liability claims, be required to bear other costs, or take other actions that may have a negative impact on our future sales and our ability to generate profits.
We may be subject to enforcement action if we engage in improper marketing or promotion of our products.
Our promotional materials and training methods must comply with FDA and other applicable laws and regulations, including the prohibition of the promotion of unapproved, or off-label, use. Doctors may prescribe our products off-label, as the FDA does not restrict or regulate a doctor’s choice of treatment within the practice of medicine. However, if the FDA determines that
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our promotional materials or training constitutes promotion of an off-label use, it could subject us to regulatory or enforcement actions, including the issuance of an untitled letter, a warning letter, injunction, seizure, civil fine, or criminal penalties. It is also possible that other federal, state, or foreign enforcement authorities might take action if they consider our promotional or training materials to constitute promotion of an off-label use, which could result in significant fines or penalties under other statutory authorities, such as laws prohibiting false claims for reimbursement. In that event, our reputation could be damaged, and adoption of our products could be impaired. Although our policy is to refrain from statements that could be considered off-label promotion of our products, the FDA or another regulatory agency could disagree with our characterization of certain statements and conclude that we have engaged in off-label promotion. In addition, the off-label use of our products may increase the risk of product liability claims. Product liability claims are expensive to defend and could divert management’s attention, result in substantial damage awards against us, and harm our reputation.
If we fail to comply with fraud and abuse and other healthcare regulations, including those relating to Medicare and Medicaid, we could be subject to substantial penalties and/or be excluded from participation in government programs.
Our relationships with customers and third-party payors are subject to broadly applicable fraud and abuse and other healthcare laws and regulations that may constrain our sales, marketing, and other promotional activities by limiting the kinds of financial arrangements, including sales programs and certain customer and product support programs, we may have with hospitals, physicians, customers, or other potential purchasers of medical devices. These laws include, among others, the federal healthcare Anti-Kickback Statute, the federal civil False Claims Act, other federal healthcare false statement and fraud statutes, the Open Payments program, the Civil Monetary Penalties Law, and analogous fraud and abuse and transparency laws in most states, as described in “Item 1—Business—Government Regulation.”
We conduct various marketing and product training activities that involve making payments to healthcare providers and entities. While we believe and strive to ensure that our business arrangements with third parties and other activities and programs comply with all applicable laws, these laws are complex and our activities may be found not to be compliant with one of these laws, which may result in significant civil, criminal, and/or administrative penalties, fines, damages, and exclusion from participation in federal healthcare programs. Even an unsuccessful challenge or investigation into our practices could cause adverse publicity, and be costly to respond to, and thus could have a material adverse effect on our business, financial condition, and results of operations. Our compliance with Medicare and Medicaid regulations may be reviewed by federal or state agencies, including the OIG, CMS, and the Department of Justice, or may be the subject of whistleblower lawsuits under federal and state false claims laws. To ensure compliance with Medicare, Medicaid, and other regulations, government agencies conduct periodic audits of us to ensure compliance with various supplier standards and billing requirements.
Failure to comply with the U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws could materially adversely affect our business and result in civil and/or criminal sanctions.
The FCPA, the U.K. Bribery Act, and similar anti-bribery laws enacted in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to foreign officials for the purpose of obtaining or retaining business. Because of the predominance of government-sponsored healthcare systems around the world, most of our customer relationships outside of the United States are with governmental entities and are therefore subject to such anti-bribery laws. Because we do business in the United Kingdom, the U.K. Bribery Act also extends to our interaction with public and private sector entities and persons outside the United Kingdom, including in the United States. Our policies mandate compliance with these anti-bribery laws. We operate in parts of the world that have experienced governmental corruption to some degree, and in certain circumstances strict compliance with anti-bribery laws may conflict with local customs and practices. Despite our training and compliance programs, our internal control policies and procedures may not always protect us from reckless or criminal acts committed by our employees or agents. Violations of anti-bribery laws, or allegations of such violations, could disrupt our business and have a material adverse effect on our results of operations, financial condition, and cash flows.
Risks Related to Information Technology (“IT”), Privacy and Security
We are subject to complex and evolving laws and regulations regarding privacy, data protection, and artificial intelligence (“AI”), many of which are subject to change and uncertain interpretation, which could result in legal claims, changes to our business practices, monetary penalties, increased cost of operations, or declines in user growth or engagement.
We are subject to a variety of laws and regulations relating to privacy, data protection, and AI. The introduction of new products or expansion of our activities in certain jurisdictions may subject us to additional laws and regulations. For example, data privacy laws at the federal and state levels protect the confidentiality of certain health information and restrict the use and disclosure of that protected information. In particular, the U.S. privacy rules under HIPAA protect medical records and other personal health information by limiting their use and disclosure, giving individuals the right to access, amend, and seek accounting of their own health information, and limiting most uses and disclosures of health information to the minimum amount reasonably necessary to accomplish the intended purpose. Many states have adopted new privacy laws in the past few
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years. For example, CCPA and CPRA provide privacy rights and consumer protection for residents of California, including the right to know what personal information is collected, the right to know whether the data is sold or disclosed and to whom, the right to request a company to delete the personal information collected, the right to opt-out of the sale of personal information, and the right to non-discrimination in terms of price or service when a consumer exercises a privacy right. The California laws have served as a model for many subsequently adopted laws in other states, such as Colorado and Virginia. California and other states’ laws apply more broadly and now or in the future may reach data we hold that relates to employees and healthcare providers, not just customers. In addition, data security protection laws passed by the federal government and many states require notification to data subjects, including customers and others, when there is a security breach of personal data. If we fail to comply with these regulations, we could be subject to civil sanctions, including fines and penalties for noncompliance.
We develop, license from other developers, and deploy AI tools, including generative AI tools for use in our operations. Our teams collaborate on the development of responsible AI policies and practices and deployment of AI tools in accordance with those policies and practices, which are in turn based on relevant laws and standards, including the EU AI Act (which is taking effect in stages, through August 2026). While we anticipate being able to capitalize on opportunities using AI tools, including generative AI tools, to improve efficiencies and create more personalized experiences, doing so is not without risk. Risks include potential inappropriate disclosure of personal and confidential information, and potential use of inaccurate information contained in generative AI outputs. In addition, foreign data protection, privacy, and other laws and regulations can be more restrictive than those in the United States. Data localization laws in some countries generally mandate that certain types of data collected in a particular country be stored and/or processed within that country. We could be subject to audits in Europe and around the world, particularly in the areas of consumer and data protection, as we continue to grow and expand our operations. Legislators and regulators may make legal and regulatory changes or interpret and apply existing laws in ways that make our products less useful to users, require us to incur substantial costs, expose us to unanticipated civil or criminal liability, or cause us to change our business practices. These changes or increased costs could materially and adversely affect our business and results of operations. For example, the GDPR imposes requirements in the European Economic Area relating to among other things, consent to process personal data of individuals, the information provided to individuals regarding the processing of their personal data, the security and confidentiality of personal data, notifications in the event of data breaches, and use of third-party processors. If we fail to comply with these standards, we could be subject to criminal penalties and civil sanctions, including significant fines and penalties.
The increased scope of regulation around the world may require expanded compliance programs and resources. As our efforts to gain insights from data increase for the operation of our products and services and for the improvement of business processes, including sales and marketing, our exposure to increasingly complex privacy regulation may impede our ability to use data in this way.
We rely on the proper function, availability, and security of our products and IT systems; a successful cyber-attack or other breach or disruption of our products or these systems could have a material adverse effect on our business and results of operations.
We rely on IT systems to process, transmit, and store electronic information, including personal, financial, and sensitive medical information. Our IT systems support various business processes, including sales, shipping, billing, customer service, procurement, supply chain, manufacturing, and accounts payable. In addition, we use enterprise IT systems for internal financial reporting and to comply with external financial reporting, legal, and tax regulatory requirements. Many of our systems are cloud-hosted and managed by third-party vendors who may have access to confidential business, employee, healthcare professional, and/or customer information. Our IT systems are vulnerable to damage, disruptions, or shutdowns due to various factors such as viruses, hacking, power outages, user error, hardware failures, and catastrophic events. Failure to protect our IT systems could lead to unauthorized access to customer data, theft of intellectual property or other misappropriation of assets, loss of key data, or disruption of operations. Further, we expect that the breadth and complexity of our IT systems and infrastructure will increase as we utilize cloud technologies and AI, which present inherent enterprise technology risks, including those related to privacy, data protection, and cybersecurity, that need to be managed. The foregoing could expose us to further risk of potential breaches, failures, interruptions, and disruptions, which could result in adverse consequences, including regulatory inquiries or litigation, increased costs and expenses, reputational damage, lost revenue, and fines or penalties.
If our product is breached or our IT systems are breached or suffer severe damage, disruption, or shutdown and we are unable to effectively resolve the issues in a timely manner, our reputation, business, and operating results may be materially adversely affected.
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Failure to maintain the privacy and security of our customer, third-party payor, employee, supplier, or Company information could result in substantial costs and/or subject us to litigation, enforcement actions, and reputational damage.
Our business, like that of most medical device manufacturers, involves the receipt, storage, and transmission of customer information, payment and reimbursement information, and confidential information about third-party payors, our employees, our suppliers, and our Company. Our information systems are vulnerable to an increasing threat of continually evolving cybersecurity risks. Unauthorized parties may attempt to gain access to our systems or information through fraud or other means of deceiving our employees or third-party service providers. Hardware, software, or applications we develop or obtain from third parties may contain defects in design or manufacture, or other issues that could unexpectedly compromise information and device security. The methods used to obtain unauthorized access, disable or degrade service, or sabotage systems are also constantly changing and evolving, and may be difficult to anticipate or detect for long periods of time. We have implemented, and regularly review and update, processes and procedures to protect against unauthorized access to or use of secured data and to prevent data loss. However, ever-evolving threats mean we must continually evaluate and adapt our systems and processes. Our efforts may not be adequate to safeguard against all data security breaches, misuse of data, or sabotage of our systems. Any future significant compromise or breach of our data security, whether external or internal, or misuse of customer, third-party payor, employee, supplier, or Company data, could result in significant costs, lost sales, fines, lawsuits, and damage to our reputation.
Risks Related to Debt
Our Credit Agreement imposes restrictions on us that may adversely affect our ability to operate or grow our business.
Our Credit Agreement contains covenants that restrict our ability, and that of our subsidiaries, to engage in certain transactions, including, among other things, limitations on our ability to incur additional indebtedness, make asset dispositions, create or permit liens, sell, transfer, or exchange assets, guarantee certain indebtedness, and make acquisitions or other investments. These restrictions may impair our ability to respond to changing business and economic conditions and may make it more difficult for us to obtain additional capital and pursue business opportunities, including potential acquisitions.
We may need to raise additional funds in the future, and these funds may not be available on acceptable terms or at all.
We may in the future seek additional funds from public or private stock or debt offerings, borrowings under credit lines, or other sources, and we may need to raise additional debt or equity financing to repay our outstanding debt obligations. If we issue equity or debt securities to raise additional funds, our existing stockholders may experience dilution, and the new equity or debt securities may have rights, preferences, and privileges senior to those of our existing stockholders. In addition, if we raise additional funds through collaboration, licensing, or other similar arrangements, it may be necessary to relinquish valuable rights to our potential future products or proprietary technologies or grant licenses on terms that are not favorable to us. Our ability to raise additional capital may be adversely impacted by economic conditions, including inflation, higher interest rates, and worldwide political unrest, and we may not be able to raise any necessary capital on acceptable terms, or at all. If we are unable to raise additional capital due to these or other factors, such as a worldwide or U.S. financial crisis, we may need to further manage our operational expenses, including potentially curtailing planned product development activities. In addition, we may not be able to execute our business plan, take advantage of future opportunities, or respond to competitive pressures or unanticipated customer requirements. If any of these events occur, it could adversely affect our business, financial condition, and results of operations.
General Risks
Our success depends on our ability to attract, motivate, and retain key personnel.
As Insulet continues to quickly grow, our success is highly dependent on attracting the right talent, retaining our employees, and keeping them engaged and focused on our mission. In 2025, we had changes in key leadership roles, including our Chief Executive Officer and Chief Financial Officer, among others. If we are unable to effectively integrate the new members of the management team, retain other key members of our team, and maintain continuity in critical functions, our business, financial condition, and results of operations could be adversely affected.
In addition, the sales and after-sale support of Omnipod products require a complex infrastructure of field sales personnel, diabetes educators, customer support, insurance specialists, and billing and collections personnel. Recruiting, training, managing, motivating, and retaining these employees, especially in international and geographically dispersed teams, presents challenges. If we are unable to successfully recruit or retain employees as needed, we could experience significant operational disruptions, which could in turn negatively impact our customers, our reputation, and our financial condition.
Acquisitions or investments in new businesses, products, or technologies could disrupt our business.
If we are presented with appropriate opportunities, we may pursue acquisitions or investments in complementary businesses, products, or technologies. If we do so, we may not complete transactions in a timely manner, on a cost-effective basis, or at all,
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and we may not realize the expected benefits of any acquisition or investment. Additionally, products and technologies that we acquire may not be successful or may require significantly greater resources and investments than we originally anticipated. We could also experience negative effects on our results of operations and financial condition due to acquisition-related charges, amortization of intangible assets, and asset impairment charges. Acquisitions also present risks, uncertainties, and disruptions associated with the integration process, including difficulties in the integration of the operations of any acquired company, integration of acquired technology with our products, and the potential loss of key employees, customers, distributors, or suppliers of the acquired businesses. In addition, integration of an acquired business may require management resources that otherwise would be available for development of our existing business. If an acquired business fails to operate as anticipated or cannot be successfully integrated into our existing business, our stock price, business, financial condition, and results of operations could be materially and adversely affected. Furthermore, we may have to incur debt or issue equity to pay for any future acquisitions or investments, the issuance of which could be dilutive to our existing stockholders.
The price of our common stock may be volatile.
The market price of our common stock is affected by a number of factors, including factors related to our operating performance as a high-growth company and the operating performance of our competitors. At times, the fluctuations in the market price of our common stock have been unrelated or disproportionate to our operating performance. In particular, the U.S. equity markets have at times experienced significant price and volume fluctuations that have affected the market prices of equity securities of many medical device and technology companies. Also, in 2023, ongoing adoption of the GLP-1 class of drugs in diabetes and news surrounding the expansion of use of GLP-1 drugs in obesity led to speculation regarding the impact of GLP-1 drugs on the insulin therapy market. We believe this negatively impacted the stock prices of companies in the medical device industry, including ours. Broad market and industry factors such as these could materially and adversely affect the market price of our stock, regardless of our actual operating performance.
Changes in tax laws or exposures to additional tax liabilities could negatively impact our operating results.
We are subject to income taxes, as well as taxes that are not income-based, in both the U.S. and jurisdictions outside of the U.S. Changes in tax laws or regulations in the jurisdictions in which we operate could negatively impact the Company’s effective tax rate, results of operations, and cash flows. In addition, our future effective tax rate could be unfavorably affected by numerous other factors including a change in the interpretation of tax rules and regulations in the jurisdictions in which we operate, a change in our geographic earnings mix, or a change in the measurement of our deferred taxes. We are also subject to ongoing tax audits in various jurisdictions, and tax authorities may disagree with certain positions we have taken and assess additional taxes.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Risk Management and Strategy
Like other companies, we currently operate in an environment characterized by increasing global cybersecurity vulnerabilities and threats. Accordingly, we have invested in people, processes, and technology aimed at identifying, assessing, and responding to cybersecurity threats. We take a holistic, layered approach to cybersecurity, with a strategy focused on prevention, detection, and mitigation. Our cybersecurity team assesses, monitors, and manages cybersecurity risk through a combination of technical, physical, and administrative controls. These controls include the implementing of cybersecurity policies, procedures, and strategies designed to prevent cybersecurity incidents to the extent feasible and to enhance the resilience of our systems to minimize business impact should a cybersecurity incident occur. We maintain a cybersecurity risk register, and cybersecurity team leaders meet monthly to discuss and prioritize cybersecurity threats, review risk assessments, and monitor progress on remediation activities. We leverage the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework 2.0 to manage and respond to cybersecurity threats. Additionally, Insulet’s information security management system is ISO 27001 and 27701 certified and we hold ISO certifications specific to Cloud Computing and Health Informatics.
Key facets of our cybersecurity program include:
•Ongoing Cybersecurity Threat Monitoring. Our cybersecurity operations centers operate across multiple time zones to support continuous monitoring, enabling timely detection, investigation, and response to cybersecurity threats.
•External Threat Landscape Assessment. Insulet employs multiple third-party threat intelligence services to monitor for cybersecurity threats and cybersecurity incidents. In addition, we participate in a third-party healthcare industry cybersecurity threat intelligence data-sharing organization.
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•Insider Risk Detection. We use targeted third-party tools aimed at detecting insider cybersecurity threats and suspicious data movement.
•Cloud and Vulnerability Management. To enhance cloud and data security, we work to reduce our potential attack surface by establishing secure defaults, implementing least privilege access principles, and continuously monitoring cloud and system configurations. As part of our vulnerability and overall security posture management, a cross-functional team meets regularly to review and remediate issues identified through security scans and security configuration checks. This ongoing effort helps to maintain the security hygiene of our computing devices and supports the resilience of our technology environment.
•Testing and Audits. Regular penetration testing, incident response tabletop testing, and independent audits are performed by third-party cybersecurity consultants and our Internal Audit function. The results of these assessments, including final reports and gap analysis documentation, are reviewed by our cybersecurity team and logged in our risk register, as appropriate.
•Operating Technology (“OT”) Visibility. As a manufacturer of medical devices, the interconnectedness between our OT and other business critical information systems can present material cybersecurity risks. To mitigate these risks, we implement network segmentation, access controls, and OT-specific monitoring capabilities.
•Vendor Management. New vendors and key business partners are subject to our vendor risk assessment process. Once engaged, these vendors are monitored by our third-party threat intelligence tools. Where appropriate, we incorporate security and privacy provisions or contractual addenda to ensure vendors maintain standards consistent with our cybersecurity and data protection requirements to ensure vendors maintain standards consistent with applicable cybersecurity and data protection law as well as our requirements.
•Training and Culture. Training, awareness, and incorporating cybersecurity into our culture is key to reducing risk around common threats such as phishing. All employees are required to complete annual cybersecurity training, supplemented by frequent “nanolearning” modules. These short, targeted trainings are designed to increase awareness of cybersecurity threats among our employees and equip employees with the knowledge and tools needed to recognize and respond appropriately to potential cybersecurity threats. We also conduct phishing simulations to evaluate the effectiveness of our training program with the goal of reducing the percentage of employees who click on suspicious emails.
Our guiding principle of “security and privacy by design” underlies our product development. We have a cybersecurity team embedded within our research and development organization to deliver on this mission as well as a Product Cybersecurity Risk Management Policy that aligns with FDA guidance. Omnipod 5 incorporates cybersecurity by design principles, which includes secure data transfer between the Pod, Controller, cloud storage, and compatible CGMs. We have processes in place to systematically integrate cybersecurity into each phase of our product design and development process. Omnipod 5 is certified by ISO (27001, 27017 and 27799) and the U.K. Cyber Essentials. Omnipod 5 incorporates authentication, encryption, and cybersecurity protection to safeguard against unauthorized devices or individuals accessing its system.
Should a cybersecurity incident occur, we maintain a Cybersecurity Incident Response Procedure (“CIRP”) and Crisis Management Plan designed to support efficient, coordinated, and timely response efforts. Under the CIRP, cybersecurity incidents are initially reviewed and rated by our security operations team. Cybersecurity incidents are rated based on predefined severity levels and escalated to members of our cybersecurity incident response team (“CIRT”) based on the facts and circumstances of the incident. Our CIRT consists of our Chief Information Security Officer (“CISO”), Chief Compliance Officer, Chief Privacy Officer, VP of Commercial Legal, and relevant members of our executive leadership team, including our General Counsel and CEO. When appropriate, such incidents are also reported to the Board of Directors (“Board”) in accordance with our governance protocols. In addition, our internal Disclosure Committee reviews any planned public disclosures or regulatory filings.
Assessing, identifying, and managing cybersecurity-related risks is also integrated into our overall enterprise risk management (“ERM”) program. Cybersecurity risks are included in the risk universe evaluated by the ERM function as it identifies and assesses the Company’s top enterprise risks on an annual basis. The results of the annual ERM risk assessment are presented to our Board, with additional reporting during the year to the Nominating, Governance and Risk Committee (“NGR Committee”) of the Board.
We currently do not believe that risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected the Company’s business strategy, results of operations, or financial condition. While Insulet maintains cybersecurity insurance, the costs related to cybersecurity threats or disruptions may not be fully insured. See Item 1A. “Risk Factors” for a discussion of cybersecurity and other risks which may impact Insulet.
Governance
Our Board oversees management’s processes for identifying and mitigating risks, including from cybersecurity threats, to help align our risk exposure to our strategic objectives. While the Board reviews the Company’s cybersecurity program annually, the
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NGR Committee has primary responsibility for cybersecurity as part of its risk oversight mandate. The NGR Committee is updated regularly on cybersecurity matters from our CISO and members of the CISO’s team. Our CISO briefs the NGR Committee on management’s actions to identify and detect threats and reviews the structure of, and enhancements to, the Company’s defenses as well as management’s progress on its cybersecurity strategic roadmap. The NGR Committee Chair reports to the full Board after each Committee meeting, including information relating to the cybersecurity discussions.
Our Cybersecurity organization, which includes infrastructure security, product security, technology risk management, and security awareness and culture is led by our CISO. Our CISO reports directly to our Chief Technology Officer (“CTO”) and is responsible for developing and implementing our cybersecurity program, including setting the directional cybersecurity strategy, including for the assessment and detection of risks from cybersecurity threats, and continuous improvement plans for the overall cybersecurity program. Our CISO has over a decade of experience leading cybersecurity and technology risk management programs in medical device manufacturing organizations and achieved specific industry certifications, including Certified Information Systems Security Professional.
Our CTO ensures cybersecurity measures are prioritized across research and development, software engineering, and our information technology functions. Our CTO has more than 15 years of experience leading R&D and information technology departments at medical device and technology companies. Our CTO and CISO co-chair a quarterly Technology Risk Committee aimed at providing proper oversight and governance of the cybersecurity program, remediation of identified cybersecurity threats, and execution of our cybersecurity strategy.
Item 2. Properties
We own a 350,000 square foot facility in Acton, MA, which houses both our headquarters and our U.S. manufacturing. We also own a 400,000 square foot facility in Malaysia, which houses manufacturing and office space. As of December 31, 2025, we leased 12 facilities in 7 countries consisting of approximately 289,000 square feet of office, research and development, and warehousing space and other related facilities, primarily in North America and Europe. Additional information regarding our leases is provided in Note 12 to the consolidated financial statements included in Item 8 of this Form 10-K.
Item 3. Legal Proceedings
The information required by this Item is provided under “Legal Proceedings” in Note 16 to the consolidated financial statements included in Item 8 of this Form 10-K and is incorporated herein by reference.
Item 4. Mine Safety Disclosures
Not applicable.

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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common stock is listed on The NASDAQ Global Market (“NASDAQ”) under the trading symbol PODD.
Holders of Record
As of February 11, 2026, there were 5 registered holders of record of our common stock.
Recent Sales of Unregistered Securities
None.
Stock Performance Graph
The following graph shows the cumulative total return on $100 invested in each of our common stock, the NASDAQ Health Care Index and the S&P 500 Index for the five-year period beginning on December 31, 2020, and ending on December 31, 2025, assuming reinvestment of all dividends. The historical stock price performance on the graph below is not necessarily indicative of future stock price performance.
804
202020212022202320242025
Insulet Corporation$100 $104 $115 $85 $102 $111 
NASDAQ Health Care$100 $96 $77 $82 $81 $99 
S&P 500
$100 $129 $105 $133 $166 $196 
The material in this performance graph shall not be deemed to be filed with the SEC and is not incorporated by reference in any filing of Insulet Corporation under the Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended, whether made on, before, or after the date of this filing and irrespective of any general incorporation language in such filing.
Dividends
We currently intend to retain any earnings to finance research and development and the operation and expansion of our business and do not anticipate paying any cash dividends for the foreseeable future.
Issuer Purchases of Equity Securities
We did not purchase any shares under our $125 million share repurchase program during the fourth quarter 2025.
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Securities Authorized for Issuance Under Equity Compensation Plans
The information required by this Item is provided under Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Item 6. Reserved

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the accompanying notes included in this annual report. The following discussion may contain forward-looking statements that reflect our plans, estimates, and beliefs, which are subject to risks, uncertainties, and assumptions. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include those discussed under the headings “Risk Factors” and “Forward-Looking Statements.” Columns and rows within tables may not add due to rounding. Amounts have been calculated using actual, non-rounded figures; accordingly, amounts and percentages may not recalculate, and columns and rows within tables may not add due to rounding.
Overview
Our mission is to transform the lives of people with diabetes. We are primarily engaged in the development, manufacture, and sale of our proprietary Omnipod product platform, a continuous insulin delivery system for people with insulin-dependent diabetes. The Omnipod platform primarily includes our most recent generation Omnipod 5 and its predecessor Omnipod DASH, which eliminate the need for multiple daily injections using syringes or insulin pens or the use of pump and tubing. Omnipod 5, which builds on our Omnipod DASH mobile platform, is a tubeless automated insulin delivery system that integrates with a CGM to manage blood sugar and is fully controlled by a compatible personal smartphone or Omnipod 5 Controller. It is indicated for type 1 diabetes and, in the United States, for type 2 diabetes for ages 18 and up. The CGM is sold separately by third parties. The Pod currently integrates with Dexcom, Inc.’s G6 and G7 CGMs and with Abbott Diabetes Care, Inc.’s (“Abbott”) FreeStyle Libre 2 Plus sensor (“Libre 2 Plus”) in various markets. Omnipod DASH features a secure Bluetooth enabled Pod that is controlled by a smartphone-like PDM with a color touch screen user interface.
Our financial objective is to sustain profitable growth. To achieve this, we launched Omnipod 5 in the United States in 2022, in the United Kingdom and Germany in 2023, and in the Netherlands and France in 2024. In 2025, we launched Omnipod 5 in nine additional countries. We are also working on further building our international teams and advancing our regulatory, reimbursement, and market development efforts so we can bring Omnipod 5 to new international markets.
During 2025, we completed the randomized portion of our RADIANT study in France, the United Kingdom, and Belgium. The RADIANT study is a randomized controlled trial of Omnipod 5 with Libre 2, designed to provide clinical data to support our pricing and market access initiatives as we roll out Omnipod 5 with multiple sensors across our international markets. In the U.S., we sell our products through the pharmacy channel, which expands access by improving affordable, as no upfront investment is required. We also continue to increase awareness of Omnipod products through our direct-to-consumer advertising programs.
In 2025, we also completed STRIVE, our pivotal study for the next generation hybrid closed loop system, and we finished enrollment for EVOLUTION 2, our safety and feasibility study for a fully closed loop AID system for type 2 diabetes. Additionally, we received 510(k) clearance for enhancements to the Omnipod 5 algorithm to include a lower target glucose set point. We also launched our Omnipod 5 app for iPhone compatible with Dexcom’s G7 CGM sensor in the United States and integrated Omnipod 5 with Dexcom’s G7 CGM sensor in five additional countries and with Abbott’s FreeStyle Libre 2 Plus sensor in Australia. Following the launch of Omnipod 5 in several countries in the Middle East in early 2026, Omnipod 5 is now available in 19 countries. We continue to focus on our product development efforts, including choice of smartphone integration and CGM with Omnipod 5 and enhancing the customer experience through digital product and data capabilities. We are currently working to integrate Omnipod 5 with Abbott’s FreeStyle Libre 3 Plus and developing Omnipod 6, our next generation AID product.
Finally, we continue to take steps to strengthen our global manufacturing capabilities. We began producing product at our new manufacturing plant in Malaysia in 2024 and are already investing in another manufacturing plant in Costa Rica to support our continued growth.
Results of Operations
The discussion of our results of operations for 2023 has been omitted from this Form 10-K but can be found in Item 7. Management’s Discussion and Analysis and Results of Operations in our Form 10-K for the fiscal year ended December 31, 2024 filed with the Securities and Exchange Commission on February 21, 2025.
Factors Affecting Operating Results
Our Pod is intended to be used continuously for up to three days, after which it may be replaced with a new disposable Pod. As of December 31, 2025, we had more than 600,000 estimated active Omnipod users globally. The unique patented design of the Omnipod allows us to provide Pod therapy at a relatively low or no up-front investment in regions where reimbursement allows
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for it and our pay-as-you-go pricing model reduces the risk to third-party payors. As we grow our customer base, we expect to generate an increasing portion of our revenues through recurring sales of our disposable Pods, which provide recurring revenue.
In August 2024, we received FDA clearance for an expanded indication of Omnipod 5 for people with type 2 diabetes. Due to the positive results of our Omnipod 5 type 2 pivotal trial and the learnings from our commercial pilot of Omnipod GO, a basal-only Pod for certain individuals with type 2 diabetes, we made a strategic decision to drive growth in the type 2 diabetes market with Omnipod 5. Accordingly, we decided not to move forward with the commercialization of Omnipod GO. As a result, in 2024, we recorded a charge of $13.5 million related to certain inventory components that would not be utilized.
Comparison of the Years Ended December 31, 2025 and December 31, 2024
Revenue
Years Ended December 31,
(in millions)
20252024% Change
Currency Impact
Constant Currency(1)
U.S.$1,919.8 $1,509.3 27.2 %— %27.2 %
International754.3 523.4 44.1 %4.8 %39.3 %
Total Omnipod Products2,674.0 2,032.7 31.6 %1.2 %30.3 %
Drug Delivery34.1 38.9 (12.3)%— %(12.3)%
Total$2,708.1 $2,071.6 30.7 %1.2 %29.5 %
(1) Constant currency revenue growth is a non-GAAP financial measure which should be considered supplemental to, and not a substitute for, our reported financial results prepared in accordance with GAAP. See “Management’s Use of Non-GAAP Measures.”
Total revenue increased $636.6 million, or 30.7%, to $2,708.1 million in 2025, compared with $2,071.6 million in 2024. Constant currency revenue growth of 29.5% was primarily driven by higher sales volume largely attributable to our growing customer base and, to a lesser extent, higher price.
U.S.
Revenue from the sale of Omnipod products in the U.S. increased $410.5 million, or 27.2%, in 2025 to $1,919.8 million, compared with $1,509.3 million in 2024. This increase primarily resulted from higher sales volume driven by growing our customer base. Revenue from the sale of Omnipod products in the U.S. includes $511.6 million of related party revenue in 2025, compared with $587.8 million in 2024. The $76.2 million decrease primarily resulted from one quarter less of related party sales in the current year, partially offset by growth through the pharmacy channel. Additional information regarding our related party transactions is provided in Note 2 to our consolidated financial statements.
In 2026, we expect strong U.S. revenue growth primarily driven by the benefits of our recurring revenue model and continued volume growth of Omnipod 5.
International
Revenue from the sale of Omnipod products in our international markets increased $230.9 million, or 44.1%, in 2025 to $754.3 million, compared with $523.4 million in 2024. Excluding the 4.8% favorable impact of currency exchange, the remaining 39.3% increase in revenue was primarily due to higher volumes from our growing customer base, largely resulting from the prior year launches of Omnipod 5. A higher average selling price for Omnipod 5, compared with Omnipod DASH, also contributed to the revenue increase.
In 2026, we expect higher International revenue due to continued volume growth driven by new customers and higher price resulting from conversions to Omnipod 5.
Drug Delivery
Substantially all of our 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. Drug Delivery revenue was $34.1 million and $38.9 million in 2025 and 2024, respectively.
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Costs and Expenses
Years Ended December 31,
20252024
(in millions)
AmountPercent of RevenueAmountPercent of Revenue
Cost of revenue$768.2 28.4 %$625.9 30.2 %
Research and development expenses$301.1 11.1 %$219.6 10.6 %
Selling, general and administrative expenses$1,165.0 43.0 %$917.2 44.3 %
Cost of Revenue
Cost of revenue for 2025 increased $142.3 million, or 22.7%, to $768.2 million, compared with $625.9 million in 2024. Gross margin was 71.6% in 2025, compared with 69.8% in 2024. The 180 basis points increase in gross margin was primarily driven by improved manufacturing and supply chain efficiencies, a higher average selling price, increased volume and a $13.5 million charge in the prior year related to certain components utilized in OmnipodGO, which we decided not to commercialize.
While we do not expect tariffs to have a significant impact on our gross margin in 2026, should the exemption that is currently in place for certain medical devices be eliminated, tariffs would have a material impact on our results of operations in future years.
Research and Development
Research and development expenses increased $81.5 million, or 37.1%, to $301.1 million for 2025, compared with $219.6 million for 2024. Research and development expenses as a percent of revenue increased to 11.1% in 2025 from 10.6% in 2024. The increase in research and development expense was primarily due to year-over-year headcount additions to support continued investment in our Omnipod and pipeline products, including a fully closed loop AID system for type 2 diabetes, the integration of Libre 3 with Omnipod 5, and Omnipod 6, our next generation AID system. To a lesser extent, the increase was driven by higher consulting costs to support our clinical trials and Omnipod and next generation products.
Selling, General and Administrative
Selling, general and administrative expenses increased $247.8 million, or 27.0%, to $1,165.0 million in 2025, compared with $917.2 million in 2024. This increase was primarily attributable to year-over-year headcount additions to support our business growth, mainly in our commercial and customer experience teams, and incremental advertising expense of $37.1 million. Increased investments in global marketing and training for the sales team to support demand generation also contributed to the increase in selling, general and administrative expenses, although to a lesser extent.
Non-Operating Items
Interest Expense and Income
Interest expense increased $16.7 million to $59.4 million in 2025, compared with $42.7 million in 2024 primarily due to the issuance of 6.5% senior unsecured notes in March 2025 and the renewal of interest rate swaps at higher rates in April 2025. The increase was partially offset by lower interest on our Term Loan B resulting from the refinancing in August 2024 and fees paid to amend our Term Loan B in the prior year, which did not repeat in the current year. Interest income decreased $4.9 million to $34.7 million in 2025, compared with $39.5 million in 2024 primarily driven by lower interest rates.
In 2026, we expect net interest expense to increase to $40 million or more, primarily due to lower interest income.
Loss on Extinguishment of Debt
During 2025, we repurchased $419.9 million million in principal ($417.6 million net of issuance costs) of our Convertible Senior Notes for $541.5 million in cash, which resulted in a $123.9 million loss on extinguishment. Refer to Note 13 to our consolidated financial statements for additional information.
Other Income (Expense), net
Other income, net of $14.3 million for 2025 primarily consists of a $12.5 million gain resulting from the change in fair value of the derivative asset associated with the redemption of our convertible debt discussed in Note 15. Other expense, net of $5.5 million for 2024 consists primarily of a $3.8 million loss related to fair value adjustments associated with a strategic debt investment.
Income Taxes
Our effective tax rate was 27.2% for 2025, compared with a tax benefit of 39.3% for 2024. The increase in our effective tax rate was primarily due to the absence of a valuation allowance against deferred tax assets that existed in the prior year and the loss
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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)20252024
Net income$247.1 $418.3 
Interest expense, net24.7 3.2 
Income tax expense (benefit)
92.4 (118.1)
Depreciation and amortization90.4 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)20252024
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 ratio39 %53 %
Net debt-to-total capital ratio9 %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)20252024
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)20252024
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 TermLong TermTotal
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
Consolidated Balance Sheets as of December 31, 2025 and 2024
Consolidated Statements of Income for the Years ended December 31, 2025, 2024 and 2023
Consolidated Statements of Comprehensive Income for the Years ended December 31, 2025, 2024 and 2023
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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)20252024
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 
Inventories452.6 430.4 
Prepaid expenses and other current assets228.3 142.0 
Total current assets1,914.0 1,891.3 
Property, plant and equipment, net819.5 723.1 
Other intangible assets, net117.1 98.5 
Goodwill51.6 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 liabilities586.7 423.9 
Accrued expenses and other current liabilities — related party— 1.0 
Current portion of long-term debt18.4 83.8 
Total current liabilities680.1 528.4 
Long-term debt, net930.8 1,296.1 
Other liabilities64.4 51.7 
Total liabilities1,675.2 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 capital1,274.9 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’ equity1,515.2 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)202520242023
Revenue$2,196.5 $1,483.8 $1,223.4 
Revenue from related party511.6 587.8 473.7 
Total revenue2,708.1 2,071.6 1,697.1 
Cost of revenue768.2 625.9 537.2 
Gross profit1,939.9 1,445.7 1,159.9 
Research and development expenses301.1 219.6 205.0 
Selling, general and administrative expenses1,165.0 917.2 734.8 
Operating income473.8 308.9 220.1 
Interest expense, net of portion capitalized (Note 8)
(59.4)(42.7)(36.2)
Interest income34.7 39.5 28.6 
Loss on extinguishment of debt
(123.9)— — 
Other income (expense), net14.3 (5.5)2.2 
Income before income taxes339.5 300.2 214.7 
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):
Basic70,348 70,076 69,751 
Diluted71,886 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)202520242023
Net income$247.1 $418.3 $206.3 
Other comprehensive income (loss), net of tax
Foreign currency translation adjustment29.7 (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 StockAdditional
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 stock249 — 16.3 — — — — 16.3 
Issuance of shares for employee stock purchase plan55 — 10.6 — — — — 10.6 
Stock-based compensation expense— — 48.4 — — — — 48.4 
Restricted stock units vested, net of shares withheld for taxes92 — (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 stock127 — 8.2 — — — — 8.2 
Issuance of shares for employee stock purchase plan78 — 11.9 — — — — 11.9 
Stock-based compensation expense— — 69.3 — — — — 69.3 
Restricted stock units vested, net of shares withheld for taxes84 — (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 stock152 — 19.0 — — — — 19.0 
Issuance of shares for employee stock purchase plan59 — 14.9 — — — — 14.9 
Stock-based compensation expense— — 62.7 — — — — 62.7 
Restricted stock units vested, net of shares withheld for taxes167 — (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)202520242023
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 amortization90.4 80.8 72.8 
Stock-based compensation expense62.7 69.3 48.4 
Deferred income taxes
62.2 (136.9)0.5 
Non-cash interest expense6.2 7.3 6.7 
Loss on extinguishment of debt123.9 — — 
Gain on derivative asset
(12.5)— — 
Provisions for credit losses5.4 (0.2)2.3 
Loss (gain) on investments— 3.9 (2.6)
Other7.0 4.9 2.0 
Changes in operating assets and liabilities:
Accounts receivable(253.2)(16.9)(99.4)
Accounts receivable — related party113.0 6.5 (54.8)
Inventories(10.6)(32.4)(53.6)
Prepaid expenses and other assets(81.7)(21.9)(42.1)
Accounts payable49.2 2.2 (11.0)
Accrued expenses and other liabilities161.2 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 costs440.7 — — 
Proceeds from issuance of Term Loan B, net of issuance costs15.5 130.0 — 
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 options164.6 — — 
Repurchase of common stock(59.6)— — 
Proceeds from exercise of stock options19.0 8.2 16.3 
Proceeds from issuance of common stock under employee stock purchase plan14.9 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 equivalents11.5 (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 year953.4 704.2 689.8 
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 improvementsLesser 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 relationships14 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)202520242023
U.S.$1,953.9 $1,548.2 $1,287.0 
International754.3 523.4 410.1 
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)20252024
U.S.
$472.5 $475.9 
Malaysia220.0 159.1 
China
74.1 78.5 
Other52.9 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)202520242023
U.S.$1,919.8 $1,509.3 $1,251.0 
International754.3 523.4 410.1 
Total Omnipod products
2,674.0 2,032.7 1,661.1 
Drug Delivery34.1 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,

202520242023
Distributor A27%28%28%
Distributor B26%26%24%
Distributor C25%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)202520242023
Accrued expenses and other current liabilities$14.0 $12.0 $15.4 
Other liabilities1.5 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)202520242023
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)20252024
Prepaid expenses and other current assets$25.3 $20.1 
Other assets53.0 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)202520242023
Accounts receivable trade, net$511.3 $242.8 $234.5 
Unbilled receivable5.7 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,

20252024
Distributor A37%35%
Distributor B20%27%
Distributor C10%15%
The following table presents the activity in the allowance for credit losses:
Years Ended December 31,
(in millions)202520242023
Credit losses at beginning of year$1.4 $2.4 $2.5 
Provision for expected credit losses0.7 (0.2)2.3 
Write-offs charged against allowance(0.7)(0.8)(2.6)
Recoveries of amounts previously reserved— — 0.3 
Foreign currency translation0.2 — — 
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)20252024
Raw materials$194.1 $156.7 
Work in process64.6 81.2 
Finished goods193.9 192.5 
    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)20252024
Short-term portion$46.0 $31.7 
Long-term portion159.1 135.3 
Total capitalized implementation costs205.1 167.0 
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)20252024
Land
$16.4 $12.2 
Building and building improvements
233.7 226.8 
Machinery and equipment787.7 672.7 
Furniture and fixtures22.7 20.8 
Leasehold improvements24.8 16.4 
Construction in process166.9 136.6 
Property, plant and equipment, gross1,252.3 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 translation0.1 (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,
20252024
(in millions)Gross Carrying AmountAccumulated AmortizationNet Book ValueGross Carrying AmountAccumulated AmortizationNet Book Value
Customer relationships$43.2 $(35.8)$7.4 $43.1 $(33.5)$9.6 
Internal-use software68.3 (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)20252024
Accrued rebates
$205.5 $148.3 
Employee compensation and related costs209.2 142.9 
Professional and consulting services58.2 51.6 
Other113.9 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)202520242023
Product warranty liability at beginning of year$13.9 $10.2 $62.1 
Warranty expense25.0 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)20252024
Operating lease asset:
Other assets$43.7 $36.7 
Operating lease liabilities:
Accrued expenses and other current liabilities$3.0 $2.1 
Other liabilities48.9 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)
202520242023
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)202520242023
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 
20278.0 
20287.9 
20298.1 
203012.4 
Thereafter39.3 
    Total future minimum lease payments82.3 
Less: imputed interest(30.5)
    Present value of future minimum lease payments$51.9 
As of December 31, 2025, the weighted average remaining lease term for operating leases was 10.0 years and the weighted-average discount rate used to determine the operating lease liability was 7.9%.
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Note 13. Debt
The components of debt consisted of the following: 
 December 31, 2025December 31, 2024
(in millions)
Maturity Date
Amount
Effective Interest Rate
Amount
Effective Interest Rate
Equipment financing
2025$— — %$8.7 5.90 %
Mortgage
2025— — %60.9 5.74 %
Convertible Senior Notes
2026— — %800.0 0.76 %
Equipment financing202834.9 
4.27% - 10.44%
40.8 
4.27% - 8.87%
Revolving Credit Facility
2030— — %— — %
Term Loan B
2031477.5 7.05 %482.5 8.68 %
Senior Unsecured Notes
2033450.0 6.84 %— 
Unamortized debt discount2025 - 2033(3.5)(5.4)
Debt issuance costs2025 - 2033(9.7)(7.7)
Total debt, net949.2 1,379.8 
Less: current portion18.4 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)
202520242023
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 $6.0 
Carrying Value
The carrying value amounts of the Company’s debt were as follows:
As of December 31,
(in millions)20252024
Mortgage$— $60.6 
Convertible Senior Notes— 794.9 
Equipment financings34.8 49.3 
Term Loan B473.0 475.1 
Senior Unsecured Notes441.4 — 
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 1Level 2Level 3Total
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 1Level 2Level 3Total
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 1Level 2Level 3Total
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 1Level 2Level 3Total
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 $8.5 
Unrealized loss included in other income (expense), net
— (3.8)(3.8)
December 31, 20244.7 — 4.7 
Provision for credit loss included in selling, general and administrative expenses(4.7)— (4.7)
December 31, 2025$— $— $— 
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)202520242023
Cost of revenue$0.8 $0.7 $0.4 
Research and development12.0 9.0 11.6 
Selling, general and administrative49.8 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 
Granted131,959 $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,
 202520242023
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 
Granted232,054 $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,
 202520242023
Risk-free interest rate
 3.8% - 4.3%
4.4% - 5.4%
5.3% - 5.4%
Expected term (in years)0.50.50.5
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 reclassifications29.7 — (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)202520242023
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)202520242023
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 
State4.8 (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)
AmountPercent
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 Kingdom4.8 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 allowance0.5 0.1 
Nontaxable or nondeductible items
   Extinguishment of debt22.8 6.7 
   Other nondeductible items2.0 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, 2024Year Ended December 31, 2023

AmountPercent
Amount
Percent
U.S. federal statutory rate
$63.0 21.0 %$45.1 21.0 %
Foreign tax rate differential
3.2 1.1 1.3 0.6 
State taxes, net of federal benefit6.9 2.3 5.2 2.4 
Federal and state R&D credits
(13.2)(4.4)(12.6)(5.9)
Stock-based compensation1.4 0.5 (6.8)(3.2)
Non-deductible officers’ compensation1.8 0.6 2.8 1.3 
Permanent items
3.2 1.1 1.6 0.7 
Change in valuation allowance(179.4)(59.8)(23.2)(10.8)
Change to prior year R&D credit
(8.3)(2.8)(6.0)(2.8)
Other3.2 1.1 1.2 0.6 
Effective tax rate$(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)202520242023
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)20252024
Deferred tax assets:
Net operating loss carryforwards$19.6 $23.4 
Tax credits69.8 56.7 
Capitalized research and development expenditures15.7 78.8 
Accrued expenses39.0 34.5 
Inventory capitalization8.2 8.2 
Intangible assets6.9 6.4 
Incentive compensation21.3 14.7 
Stock-based compensation12.2 10.2 
Other7.5 11.3 
Total deferred tax assets200.2 244.0 
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 allowance112.1 165.6 
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 
State2026 - 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)202520242023
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 options100 150 286 
Restricted stock units204 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)202520242023
Restricted stock units425 464 322 
Stock options129 209 163 
Total554 673 485 
Note 22. Supplemental Cash Flow Information
Years Ended December 31,
(in millions)202520242023
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:
DescriptionBalance at
Beginning of
Year		Additions Charged 
to Costs and
Expenses
Other
DeductionsBalance 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 CategoryNumber 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— — — 
Total292,421 $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:
NumberDescription
3.1
3.2
4.1
4.2
4.3
10.1*
10.2*
10.3*
10.4*
10.5*
10.6*
10.7*
10.8*
10.9*
10.10*
10.11*
10.12*
10.13*
10.14*
10.15*
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10.16*
10.17*
10.18*
10.19*
10.20*
10.21*
10.22*
10.23*#
10.24*#
10.25*#
10.26*
10.27*
10.28*
10.29*
10.30*
10.31*
10.32
10.33
10.34
10.35
10.36
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10.37
10.38
10.39
10.40
10.41
10.42
10.43+
10.44++
10.45+
10.46++
10.47++
10.48++
10.49++
10.50+
10.51#++
10.52++
10.53++
10.54++
10.55#++
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10.56++
10.57++
10.58++
10.59++
10.60++
10.61++
10.62#++
10.63#++
10.64#++
10.65#++
10.66++
10.67++
10.68++
10.69++
10.70+
10.71++
10.72++
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Table of Contents
10.73#++
10.74++
10.75*
10.76*
10.77*
10.78*
10.79*
10.80
10.81*
10.82*#
19.1#
21.1#
23.1#
24.1#
31.1#
31.2#
32.1**
97.1
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 HopfieldDirector
/s/ Michael R. Minogue
Michael R. Minogue  Director
/s/ Robert L. Huffines
Robert L. Huffines
Director
/s/ Timothy J. Scannell
Timothy J. ScannellDirector
/s/ Timothy C. Stonesifer
Timothy C. Stonesifer
Director
/s/ Elizabeth H. Weatherman
Elizabeth H. Weatherman
Director
81
Exhibit 10.23

INSULET CORPORATION
2025 STOCK OPTION AND INCENTIVE PLAN

NON-QUALIFIED STOCK OPTION AGREEMENT
Cover Sheet

Insulet Corporation, a Delaware corporation (the “Company”), hereby grants an option (the “Option”) to purchase shares of the Company’s common stock, par value $0.001 per share (the “Stock”), to you, subject to the vesting and other conditions set forth in this Insulet Corporation 2025 Stock Option and Incentive Plan Non-Qualified Stock Option Agreement, including Appendix A and Appendix B attached hereto (the “Agreement”) and in the Insulet Corporation 2025 Stock Option and Incentive Plan, as amended from time to time (the “Plan”).


Grant Date:
«Grant__Date»

Name of Grantee:
«First__Name» «Last__Name»

Number of shares of Stock Covered by this Option:
«Options_Granted»

Option Exercise Price per share of Stock:
$«Grant__Price»
Vesting Schedule:

Except as otherwise provided in this Agreement, the number of shares of Stock covered by this Option shall vest in substantially equal installments on the first, second, third and fourth anniversary of the Grant Date (each a “Vesting Date”), provided that you remain in continuous Service from the Grant Date until the applicable Vesting Date.

IMPORTANT NOTICE: To avoid cancellation of the Option, you must affirmatively accept the grant of the Option and the terms of this Agreement within 60 (sixty) days of the Grant Date. Follow the procedure described on the Fidelity website to accept the Option within such 60 (sixty)-day period; failure to do so will result in the automatic forfeiture and cancellation of the Option.

By electronically accepting this Agreement, you agree that you have carefully read, fully understand and agree to all of the terms and conditions described in this Agreement, including, without limitation, any country-specific terms in Appendix A and the restrictive covenants in Appendix B (for U.S. residents), and in the Plan. You acknowledge and agree that, if there is any conflict between the terms of the Plan and this Agreement, the Plan’s terms govern.
This is not a stock certificate or a negotiable instrument.



INSULET CORPORATION
2025 STOCK OPTION AND INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT

Non-Qualified Stock Option
This Agreement evidences an award of a non-qualified stock option exercisable for such number of shares of Stock set forth on the cover sheet of this Agreement and subject to the terms and conditions set forth in this Agreement and in the Plan. This Option is not intended to be an incentive stock option under Section 422 of the Code and will be interpreted accordingly.
Transfer of Option
During your lifetime, only you (or, in the event of your legal incapacity or incompetency, your guardian or legal representative, if authorized by the Company and to the extent such designation is valid under Applicable Laws) may exercise this Option. Other than by will or the laws of descent and distribution (if authorized by the Company and to the extent such designation is valid under Applicable Laws), this Option may not be sold, assigned, transferred, pledged, hypothecated, or otherwise encumbered, whether by operation of law or otherwise, nor may this Option be made subject to execution, attachment, or similar process. If you attempt to do any of these things, you will immediately and automatically forfeit this Option.

Notwithstanding these restrictions on transfer, the Committee may authorize, in its sole discretion, the transfer of the vested portion of this Option (in whole or in part) to a member of your immediate family or a trust for the benefit of your immediate family (to the extent such designation is valid under Applicable Laws), subject and pursuant to the terms of the Plan.
Vesting and Exercisability


This Option shall vest in accordance with the vesting schedule set forth on the cover sheet of this Agreement.

Upon a Vesting Date, any fractional shares shall be rounded to the nearest whole share, but in the event that such rounding convention would otherwise result in your vesting in more than the number of shares of Stock underlying this Option and listed on the cover sheet of this Agreement, any fractional share shall be rounded down to the nearest whole share.

Except as otherwise provided in this Agreement, no additional portion of this Option shall vest after your Service has terminated for any reason. For purposes of this Option, a termination of Service will be deemed to have occurred as of the date you are no longer providing services to the Company or any of its Subsidiaries or Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or otherwise rendering services, or the terms of your employment or service agreement, if any) and will not be extended by any notice period (e.g., your Service relationship will not include any contractual notice period or period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or otherwise rendering services or the terms of your employment or service agreement, if any). Unless otherwise expressly provided in this Agreement, the Plan or determined by the Company, (i) your right to vest in this Option, if any, will terminate as of such date, and (ii) the period (if any) during which you may exercise this Option after termination of Service will commence on such date.

This Option is only exercisable before it expires and then only with respect to the vested portion.
2

Retirement
If your Service terminates after the date that is six (6) months following the Grant Date and you meet the requirements of Retirement (as defined below), the Option shall vest as follows:
(i)If you satisfy the Rule of 65 (as defined below), the Option shall remain outstanding and shall continue to vest in accordance with the vesting schedule set forth on the cover sheet of this Agreement (to the extent not already vested and exercisable), notwithstanding your Retirement.
(ii)If you satisfy the Rule of 60 (as defined below), the Option shall vest and become exercisable on a pro-rata basis as of the date of such termination, such that the additional amount vesting herein shall be equal to a pro-rata portion of the Option less any portion of the Option that was vested prior to Retirement. The pro-rata portion shall be determined by multiplying the total number of shares subject to the Option by a fraction, the numerator of which shall be the number of days of your Service completed from the Grant Date through the date of termination, and the denominator of which shall be the total number of days in the full vesting period applicable to the Option under this Agreement. Any remaining unvested portion of the Option shall automatically and immediately be forfeited to the Company without consideration.
For purposes of this Agreement, you shall be considered to meet the requirements of “Retirement” if:
a)your Service terminates, other than by the Company for Cause (as defined below), and you satisfy either (x) the “Rule of 65”, meaning the sum of your age and number of years of continuous Service equals sixty-five (65), provided you are at least fifty-five (55) years of age and have completed at least five (5) years of continuous Service at the time of termination, or (y) the “Rule of 60”, meaning the sum of your age and number of years of continuous Service equals at least sixty (60), provided you are at least fifty (50) years of age and have completed at least four (4) years of continuous Service at the time of termination. Solely for purposes of calculating your age and number of years of continuous Service under the Rule of 60, (1) each full year shall count as 1, and (2) an uncompleted year shall be calculated on a monthly basis where each full month shall count as 0.0833, and any uncompleted month shall count as 0;
b)you remain in full compliance with all applicable restrictive covenants contained in Appendix B hereto (if you are a U.S. resident) and in any other agreement between you and the Company or its Affiliates, including, without limitation, any covenants relating to confidentiality, non-competition, non-solicitation, non-disparagement, and cooperation, throughout the period during which any portion of the Option remains outstanding or subject to vesting; and
c)if your termination of Service is voluntary, you have provided the Company with at least 120 days’ (or such other longer period requested by the Company or applicable Affiliate) prior written notice of the proposed termination date.
To the extent that a court or tribunal of competent jurisdiction determines that this Retirement provision is invalid or unenforceable, in whole or in part, due to any applicable law (including but not limited to age discrimination rules), the Company, in its sole discretion, shall have the power and authority to revise or strike such provision to the extent necessary to make it valid and enforceable to the full extent permitted under Applicable Law.

For purposes of this Agreement, “Cause” means the occurrence of any one or more of the following events:

a)conduct by you constituting an act of willful misconduct in connection with the performance of your duties, including, without limitation, misappropriation of funds or property of the Company or any Affiliate; or
b)your commission of an act of fraud, embezzlement, misappropriation of funds, misrepresentation, malfeasance, or other material act of misconduct, in each case, against the Company or any Affiliate; or
c)the commission of, conviction of, indictment for, or plea of guilty or nolo contendere by you of any felony or misdemeanor involving moral turpitude, deceit, dishonesty or fraud, or any conduct by you that results or could reasonably be expected to result in material injury or harm, including economic, business or reputational injury or harm, to the Company or any Affiliate; or
d)the material failure by you to perform the duties and responsibilities of your job as required by the Company or the willful non-performance by you of your duties hereunder (other than by reason of your physical or mental illness, incapacity or disability); or
e)a breach by you of any of the provisions contained in Appendix B hereto or of any confidentiality, non-disclosure, non-competition, non-solicitation, or other restrictive covenant agreement by and between you and the Company or any Affiliate; or
f)a material violation by you of the policies of the Company or any of its Affiliates, including, without limitation, Code of Business Conduct and Ethics, Corporate Governance Guidelines, policies relating to employment, privacy, and insider trading, and any other policy; or
g)willful failure to cooperate with an internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or other materials relevant to such investigation or the willful inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation.
3

Death, Disability and Termination in Connection with a Change in Control
If your Service is terminated (i) due to your death or Disability or (ii) by the Company without Cause or by you for Good Reason, in each case, on or within 24 months after a Change in Control, this Option shall immediately become fully (100%) vested and exercisable as of your employment termination date.

For purposes of this Agreement, “Good Reason” shall mean that you have complied with the Good Reason Process (hereinafter defined) following the occurrence of any of the following events, without your consent: (i) a material diminution in your responsibilities, authority or duties; or (ii) a material reduction in your then current base salary except for across-the-board salary reductions similarly affecting all or substantially all similarly situated employees; or (iii) the relocation of the Company offices at which you are principally employed to a location more than fifty (50) miles from such offices. For purposes of clause (i) hereof, a change in the reporting relationship, or a change in a title will not, by itself, be sufficient to constitute a material diminution of responsibilities, authority or duty. “Good Reason Process” shall mean: (i) you reasonably determine in good faith that a Good Reason condition has occurred; (ii) you notify the Company in writing of the occurrence of the Good Reason condition within thirty (30) calendar days of the occurrence of such condition; (iii) you cooperate in good faith with the Company’s efforts, for a period of thirty (30) calendar days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist following the Cure Period; and (v) you terminate your Service relationship within thirty (30) calendar days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.
Term
This Option will expire in any event at the close of business at Company headquarters on the day before the tenth anniversary of the Grant Date, as shown on the cover sheet, unless it expires at an earlier date pursuant to the provisions of this Agreement or the Plan.
Forfeiture of Options
Unless the termination of your Service triggers accelerated vesting or other treatment of this Option pursuant to the terms of this Agreement, the Plan, or otherwise, you will automatically and immediately forfeit to the Company the unvested portion of this Option in the event your Service terminates for any reason.
If your Service is terminated for Cause, or if, following your termination of Service and until the first anniversary of such termination, the Company becomes aware of conduct or activity by you that occurred during or following your Service that, in the judgment of the Company, could have reasonably been expected to constitute Cause had it been known at the time of termination, then: (i) you shall automatically and immediately forfeit to the Company the entire Option (both vested and unvested portions), and this Option shall automatically and immediately expire; and (ii) the Company shall have the right, in its sole and absolute discretion, to require the return to the Company of any shares acquired upon exercise of the Option, or, if such shares have been sold or otherwise transferred, to recover from you the gross proceeds of such sale or transfer, less the aggregate exercise price paid for such shares.
The Company’s rights under this section shall be in addition to, and not in limitation of, any other rights or remedies available to the Company, whether under this Agreement, any other agreement, policy, or plan of the Company (including the Company’s Compensation Recoupment Policy or any other Company clawback or recoupment policy or Applicable Law that requires the repayment by you to the Company of compensation paid by the Company or your Employer to you), or otherwise at law or in equity.
4

Termination of Service – Expiration of Vested Options
If your Service terminates for any reason, other than death, Disability, or without Cause or for Good Reason on or within 24 months after a Change in Control, or for Cause, then the vested portion of this Option will expire at the close of business at Company headquarters on the ninetieth (90th) calendar day after your employment termination date.

Notwithstanding the foregoing, to the extent permitted by Applicable Laws, in the event of your Retirement, the vested portion of this option shall remain exercisable by you for a period of four (4) years and ninety (90) days from the date of your Retirement.
 
If your Service terminates because of your death or Disability, or if you die during the ninety (90)-day period after your termination of employment for any reason (other than Cause), then the vested portion of this Option will expire at the close of business at Company headquarters on the date twelve (12) months after the date of your death or termination for Disability. During that twelve (12)-month period, your estate or heirs may exercise the vested portion of this Option (if authorized by the Company and to the extent such designation is valid under Applicable Laws).
If your Service terminates without Cause or for Good Reason, in each case, on or within 24 months after a Change in Control, then the vested portion of this Option will expire at the close of business at Company headquarters on the date six (6) months after the date of your termination.
Leaves of Absence
For purposes of this Agreement, your Service does not terminate when you are on a bona fide leave of absence that was approved by the Company or an Affiliate or Subsidiary who is your employer (the “Employer”) in writing if the terms of the leave provide for continued Service crediting or when continued Service crediting is required by Applicable Laws. Your Service terminates in any event when the approved leave ends unless you immediately return to active employment with the Employer.

The Company, in its sole discretion, determines which leaves count for this purpose and when your Service terminates for all purposes under the Plan.
Notice of Exercise
This Option may be exercised, in whole or in part, to purchase a whole number of vested shares of Stock of not less than one hundred (100) shares, unless the number of vested shares purchased is the total number available for purchase under this Option, by following the procedures set forth in the Plan and in this Agreement.

When you wish to exercise this Option, you must exercise in a manner required or permitted by this Agreement. If someone else wants to exercise this Option after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do so.
5

Form of Payment
When you exercise this Option, you must include payment of the aggregate Option Price for the shares you are purchasing. Subject to any procedures established by the Company, payment may be made in one of the following forms:

•By your delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell shares of Stock and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Option Price and any withholding obligations for Tax-Related Items (as defined below).

•By your delivery of cash or cash equivalent in a manner that is acceptable to the Company.

•By the Company’s withholding a number of shares of Stock that would otherwise be issuable to you upon your exercise of this Option. The Fair Market Value of the shares as of the effective date of the exercise will be applied to the Option Price.

•To the extent allowed under Applicable Laws, by your surrender of shares of Stock which are already owned by you, which are deemed surrendered by you pursuant to your attestation of ownership to the Company. The Fair Market Value of the shares as of the effective date of the Option exercise will be applied to the Option Price.

Notwithstanding the foregoing, you may not tender any form of payment or exercise this Option by any method that the Company determines, in its sole discretion, could violate any Applicable Law, regulation or Company policy or that is otherwise unacceptable to the Company.
Evidence of Issuance
The issuance of the shares of Stock upon exercise of this Option shall be evidenced in such a manner as the Company, in its discretion, deems appropriate, including, without limitation, book-entry or direct registration or the issuance of one or more Stock certificates.
Withholding
Regardless of any action taken by the Company or, if different, your Employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (the “Tax-Related Items”) is and remains your responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. You further acknowledge that the Company and the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Option, including, but not limited to, the grant, vesting or exercise of this Option, the issuance of shares of Stock upon exercise of this Option, the subsequent sale of shares of Stock acquired pursuant to such exercise or the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of this Option or any aspect of this Option to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former Employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
In connection with any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company and the Employer to satisfy all Tax-Related Items. To satisfy any withholding obligations of the Company and/or the Employer with respect to Tax-Related Items, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one (or a combination) of the following:
(i)    withholding from your wages or other cash compensation paid to you by the Company or the Employer;
(ii)    requiring you to surrender shares of Stock that you previously acquired (only for U.S. taxpayers);
(iii)    withholding from proceeds of the sale of shares of Stock acquired upon exercise of this Option either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization, without further consent);
(iv)    requiring you to tender a cash payment to the Company or the Employer in the amount of the Tax-Related Items; and/or
(v)    withholding from shares of Stock that otherwise would be issued to you when you exercise this Option.
Notwithstanding the foregoing if you are subject to Section 16 of the Exchange Act, the Company will withhold shares of Stock to satisfy any applicable Tax-Related Items withholding upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is not feasible under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i), (ii), (iii) or (iv) above or as otherwise approved by the Committee.
Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering minimum statutory withholding amounts or other withholding rates, including maximum applicable rates in your jurisdiction(s). In the event of over-withholding, you may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent in shares of Stock), or, if not refunded, you may seek a refund from the applicable tax authorities. In the event of under-withholding, you may be required to pay additional Tax-Related Items directly to the applicable tax authorities or to the Company or the Employer. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, you will be deemed to have been issued the full number of shares of Stock subject to this Option, notwithstanding that a number of shares of Stock are held back solely for the purpose of satisfying the Tax-Related Items.
Finally, you agree to pay to the Company or your Employer any amount of Tax-Related Items that the Company or your Employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to permit the exercise of this Option or issue or deliver shares of Stock or proceeds from the sale of shares of Stock, if you fail to comply with your obligations in connection with the Tax-Related Items.
6

Nature of Grant
In accepting this Option, you acknowledge, understand and agree that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, and the Company may amend, modify, suspend or terminate the Plan at any time, to the extent permitted by the Plan; (b) the Plan is operated and the Option is granted solely by the Company, and only the Company is a party to this Agreement; accordingly, any rights you may have under this Agreement, including relating to the Option, may be raised only against the Company and not any Subsidiary or Affiliate (including, but not limited to, the Employer); (c) the grant of this Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Options or benefits in lieu of Options, even if Options have been granted in the past; (d) all decisions with respect to future Options or other grants, if any, will be at the sole discretion of the Company; (e) this Agreement does not give you the right to remain retained or employed by the Company or your Employer (or any of their Subsidiaries or Affiliates) in any capacity; (f) the Company and your Employer (or any of their Subsidiaries or Affiliates) reserve the right to terminate your Service at any time and for any reason, in accordance with Applicable Laws; (g) if you are not providing Service to the Company or your Employer, this Option grant does not establish an employment or other Service relationship with the Company or your Employer (or any of their Subsidiaries or Affiliates); (h) you are voluntarily participating in the Plan; (i) this Option and shares of Stock subject to this Option, and the income from and value of same, are not intended to replace any pension rights or compensation; (j) this Option and shares of Stock subject to this Option, and the income from and value of same, are not part of normal or expected compensation for purposes of, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits or similar mandatory payments; (k) the future value of the shares of Stock subject to this Option is unknown, indeterminable, and cannot be predicted with certainty; (l) if the shares of Stock subject to this Option do not increase in value, this Option will have no value; (m) if you exercise this Option and acquire shares of Stock, the value of such shares of Stock may increase or decrease in value, even below the exercise price; (n) no claim or entitlement to compensation or damages shall arise from the forfeiture of this Option or recovery by the Company of any shares of Stock resulting from (i) the termination of your Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment or other laws in the jurisdiction where you are employed or otherwise rendering services, or the terms of your employment or service agreement, if any) and/or (ii) the application of any recoupment, recovery or clawback policy, as described in the “Clawback” section below or in the “Forfeiture of Options” section above; (o) unless otherwise agreed with the Company, this Option and shares of Stock acquired under the Plan, and the income from and value of same, are not granted as consideration for, or in connection with, any Service you may provide as a director for any Subsidiary or Affiliate; (p) unless otherwise provided in the Plan or by the Company in its discretion, this Option and the benefits evidenced by this Agreement do not create any entitlement to have this Option transferred to, or assumed by, another company, nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Stock; and (q) the following provisions shall be applicable only to employees outside the U.S.: (i) this Option and shares of Stock subject to this Option, and the income from and value of same, are not part of normal or expected compensation for any purpose; and (ii) neither the Company, the Employer, nor any other Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of this Option or of any amounts due to you pursuant to the exercise of this Option or the subsequent sale of shares of Stock acquired upon exercise of this Option.
7

Data Privacy
Data Collection and Usage. The Company and any Subsidiaries or Affiliates, including the Employer, may collect, process and use certain personal information about you, including, but not limited to, your name, home address and telephone number, email address, date of birth, social security, social insurance, passport or other identification number, salary, nationality, job title, any shares of Stock or directorships held in the Company or any of its Subsidiaries or Affiliates, details of all awards or any other entitlement to shares of Stock or equivalent benefits awarded, canceled, exercised, vested, unvested or outstanding in your favor (“Data”), for the purposes of implementing, administering and managing the Plan. The legal basis, where required, for the processing of Data by the Company and the third-party service providers described below is the necessity of the data processing for the Company to perform its contractual obligations under this Agreement and the Company’s legitimate business interest of managing the Plan and generally administering the Awards.
California residents please note, the categories of personal information, including sensitive personal information, are (i) identifiers, (ii) characteristics of protected classifications under California or federal law, (iii) professional or employment related information, (iv) social security, driver’s license, state identification card, or passport number, and (v) any personal information that identifies, relates to, describes, or is capable of being associated with a particular individual. The personal information is not sold or shared for cross-context behavioral advertising. The California Consumer Privacy Act Policy is available at Insulet's California Privacy Policy.
Plan Administration Service Providers. The Company transfers Data to Fidelity Stock Plan Services, LLC (“Fidelity”), an independent service provider based in the United States, which assists the Company with the implementation, administration and management of the Plan. You acknowledge and understand that Fidelity will open an account for you to receive and trade shares of Stock acquired under the Plan and that you will be asked to agree on separate terms and data processing practices with Fidelity, with such agreement being a condition to the ability to participate in the Plan. The legal basis for the transfer of Data by the Company to Fidelity is your consent. As a result, in the absence of appropriate safeguards such as standard data protection clauses, the processing of your Data in the United States or, as the case may be, other countries, may not be subject to substantive data processing principles or supervision by data protection authorities. In addition, you may not have enforceable rights regarding the processing of Data in such countries. The Company provides appropriate safeguards for protecting Data that it receives in the United States through its adherence to data transfer agreements entered into between the Company and its Subsidiaries and Affiliates within the EU and other non-U.S. jurisdictions.
International Data Transfers. The Company and its service providers are based in the United States. Your country or jurisdiction may have different data privacy laws and protections than the United States. The Company’s legal basis, where required, for the transfer of Data is your consent.
Data Retention. The Company will hold and use Data only as long as is necessary to implement, administer and manage your participation in the Plan, or as required to comply with legal or regulatory obligations, including under tax and securities laws.
Voluntariness and Consequences of Consent Denial or Withdrawal. Participation in the Plan is voluntary and you are providing the consents herein on a purely voluntary basis. You understand that you may withdraw your consent at any time with future effect for any or no reason. If you do not consent, or if you later seek to revoke your consent, your salary from or employment and career with the Employer will not be affected; the only consequence of refusing or withdrawing your consent is that the Company would not be able to grant Options or other equity awards to you or administer or maintain your participation in the Plan.
Data Subject Rights. You may have a number of rights under data privacy laws in your jurisdiction. Depending on where you are based, such rights may include the right to (i) request access or copies of Data the Company processes, (ii) rectification of incorrect Data, (iii) deletion of Data, (iv) restrictions on processing of Data, (v) portability of Data, (vi) lodge complaints with competent authorities in your jurisdiction, and/or (vii) receive a list with the names and addresses of any potential recipients of Data. To receive clarification regarding these rights or to exercise these rights, you can contact your local human resources representative.
Alternative Basis for Data Processing/Transfer. You understand that in the future, the Company may rely on a different legal basis for the processing and/or transfer of Data and/or request that you provide another data privacy consent form. Upon request of the Company or the Employer, you agree to provide an executed data privacy consent form (or any other agreements or consents) that the Company and/or the Employer may deem necessary to obtain from you for the purpose of administering your participation in the Plan in compliance with the data privacy laws in your country, either now or in the future. You understand and agree that you will not be able to participate in the Plan if you fail to provide any such consent or agreement requested by the Company and/or the Employer.
Compliance with Law
Notwithstanding any other provision in the Plan or this Agreement, unless there is an available exemption from registration, qualification or other legal requirement applicable to the shares of Stock, the Company shall not be required to permit the exercise of this Option and/or delivery of shares of Stock prior to the completion of any registration or qualification of the shares of Stock under any U.S. or non-U.S. local, state or federal securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or of any other governmental body, or prior to obtaining any approval or other clearance from any U.S. or non-U.S. local, state or federal governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. You understand that the Company is under no obligation to register or qualify the shares of Stock with the SEC or any other state or non-U.S. securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of shares of Stock. Further, you agree that the Company shall have unilateral authority to amend this Agreement to the extent necessary to comply with securities or other laws applicable to the issuance of shares of Stock.
8

Stockholder Rights
You, or your estate or heirs, do not have any of the rights of a stockholder with respect to the shares of Stock underlying this Option unless and until the shares of Stock underlying this Option have been issued upon exercise of this Option and either a certificate evidencing your Stock has been issued or an appropriate entry has been made on the Company’s books. Except as described in the Plan, no adjustments are made for dividends, distributions, or other rights if the applicable record date occurs before your stock certificate is issued (or an appropriate book entry is made).
Adjustments
In the event of a stock split, a stock dividend, or other similar change in the Stock, the number of shares of Stock covered by this Option shall be adjusted pursuant to the Plan.
This Option shall be subject to the terms of the agreement of merger, consolidation, liquidation, or reorganization in the event the Company is subject to such corporate activity in accordance with the terms of the Plan.
Clawback
This Option and the shares of Stock that may be issued hereunder (including the proceeds from any sale of such shares of such Stock), are subject to mandatory repayment by you to the Company to the extent you are or in the future become subject to the Company’s Compensation Recoupment Policy or any other Company clawback or recoupment policy or Applicable Law that requires the repayment by you to the Company of compensation paid by the Company or your Employer to you.
Without limiting the foregoing, if the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws and you knowingly engaged in the misconduct, were grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct, or were grossly negligent in failing to prevent the misconduct, you shall reimburse the Company the amount of any payment in settlement of this Option earned or accrued during the twelve (12)-month period following the first public issuance or filing with the SEC (whichever first occurred) of the financial document that contained such material noncompliance.
In order to satisfy any recoupment obligation arising under any clawback or compensation recovery policy that the Company adopts, including the Company’s Compensation Recoupment Policy, otherwise under Applicable Laws or under the terms of this “Clawback” section or the section of this Agreement addressing “Forfeiture of Options,” you expressly and explicitly authorize the Company to issue instructions, on your behalf, to Fidelity or any other brokerage firm or stock plan service provider engaged by the Company to hold any shares of Stock or other amounts acquired pursuant to the Option to re-convey, transfer or otherwise return amounts representing any financial gain you realized through exercise of the Option to the Company upon the Company's enforcement of any clawback or compensation recovery policy.
No recovery of compensation under this section will be an event giving rise to a right to resign for Good Reason or be deemed a “constructive termination” (or any similar term) as such terms are used in any agreement between you and the Company or any Subsidiary or Affiliate.
Non-U.S. Provisions
Notwithstanding any other provision in this Agreement, this Option shall be subject to any special terms and conditions set forth in Appendix A that are or may be applicable to you because of your work location and/or place of residence. Moreover, if you relocate to one of the countries included in Appendix A, the special terms and conditions for such country will apply to you to the extent that the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. Appendix A constitutes part of this Agreement.
9

Restrictive Covenants
U.S. Residents: In consideration for and as a condition to the award of the Option under this Agreement, you agree to the terms and conditions set forth in Appendix B to this Agreement, as may be modified or supplemented by Appendix B-1 thereto. Appendix B and Appendix B-1 constitute part of this Agreement. In the event of any conflict between any restrictive covenants contained in Appendix B and any restrictive covenants in any other agreement between you and the Company or any Affiliate, including, without limitation, any covenants relating to confidentiality, non-competition, non-solicitation, non-disparagement, or cooperation, the provisions of Appendix B shall govern.
Non-U.S. Residents: In consideration for and as a condition of the award of the Option under this Agreement, you reaffirm acceptance of any restrictive covenants in any agreement between you and the Company or any Affiliate, including, without limitation, any covenants relating to confidentiality, non-competition, non-solicitation, non-disparagement, or cooperation. For avoidance of doubt, a breach of any such restrictive covenants shall constitute Cause, as defined in this Agreement.
No Advice Regarding Grant
The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or the acquisition or sale of shares of Stock. You should consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.
Governing Law; Venue
This Agreement will be interpreted and enforced under the laws of the State of Delaware, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. For purposes of any action, lawsuit or other proceedings brought to enforce this Agreement, relating to it, or arising from it, you hereby submit to and consent to the sole and exclusive jurisdiction of the courts of Middlesex County, Massachusetts, or the federal courts for the U.S. for the District of Massachusetts, and no other courts, where this grant is made and/or to be performed.
The Plan
The text of the Plan is incorporated into this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan and have the meaning set forth in the Plan.

This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments or negotiations concerning this Option are replaced and superseded; provided, however, that if this Agreement or the Plan provide a level of benefits with respect to this Option that differs from the level of benefits provided under the Insulet Corporation Amended and Restated Executive Severance Plan or the Insulet Corporation Severance Plan, in each case, as amended, then the terms of the plan that provides for the more favorable benefit to you shall govern.
10

Insider Trading/Market Abuse Laws
You understand that you may be subject to insider trading restrictions and/or market abuse laws, in applicable jurisdictions, including but not limited to the United States, your country and any stock plan service provider’s country, which may affect your ability, directly or indirectly, to purchase or sell, or attempt to sell or otherwise dispose of shares of Stock, rights to shares of Stock (e.g., Options) or rights linked to the value of shares of Stock during such times as you are considered to have “inside information” regarding the Company (as defined by the laws in the applicable jurisdiction).  Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you placed before you possessed inside information. Furthermore, you could be prohibited from (i) disclosing the inside information to any third party, including fellow employees (other than on a “need to know” basis), and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy.  It is your responsibility to comply with any applicable restrictions and you should consult with your personal legal advisor on this matter.
Language
You acknowledge that you are sufficiently proficient in English, or have consulted with an advisor who is sufficiently proficient in English, so as to allow you to understand the terms and conditions of this Agreement. If you have received this Agreement, or any other document(s) related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control, unless otherwise explicitly required by Applicable Laws.
Imposition of Other Requirements
The Company reserves the right to impose other requirements on your participation in the Plan and on any shares of Stock acquired under the Plan, if the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
Foreign Asset/Account Reporting Requirements
You acknowledge that there may be certain foreign asset and/or account reporting requirements which may affect your ability to acquire or hold shares of Stock or cash received from participating in the Plan (including from any dividends paid on shares of Stock) in a brokerage or bank account outside your country. You may be required to report such accounts, assets or related transactions to the tax or other authorities in your country. You also may be required to repatriate sale proceeds or other funds received as a result of your participation in the Plan to your country within a certain time after receipt. You acknowledge that it is your responsibility to comply with such regulations, and you should speak to your personal legal advisor on this matter.
Severability
The provisions of this Agreement are severable and if any one or more of the provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions will nevertheless be binding and enforceable.
Waiver
You acknowledge that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by you or any other Grantee.
11

Electronic Delivery
By accepting this Option, you consent to receive documents related to this Option by electronic delivery and, if requested, agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company. Your consent shall remain in effect throughout your term of Service and thereafter until you withdraw such consent in writing to the Company.
Code Section 409A
The grant of this Option is intended to be exempt from or, to the extent subject thereto, to comply with, Code Section 409A (“Section 409A”), and, accordingly, to the maximum extent permitted, this Agreement will be interpreted and administered to be exempt from, or in compliance with, Section 409A. Notwithstanding anything to the contrary in the Plan or this Agreement, neither the Company, its Subsidiaries or Affiliates, the Board, nor the Committee will have any obligation to take any action to prevent the assessment of any excise tax or penalty on you under Section 409A, and neither the Company, its Subsidiaries or Affiliates, the Board, nor the Committee will have any liability to you for such tax or penalty.

By electronically accepting this Agreement, you agree to all of the terms and
conditions described in this Agreement and in the Plan.




______________________________
Grantee Name
Grantee Acceptance Date







12

APPENDIX A
TO THE
NON-QUALIFIED STOCK OPTION AGREEMENT

UNDER THE INSULET CORPORATION
2025 STOCK OPTION AND INCENTIVE PLAN
Capitalized terms used but not defined in this Appendix have the meanings set forth herein or in the Plan.
Terms and Conditions
This Appendix includes additional terms and conditions that govern this Option if you reside and/or work in one of the countries listed herein. If you are a citizen or resident of a country other than the one in which you are currently residing and/or working, transfer employment and/or residency to another country after receiving the grant of this Option, or are considered a resident of another country for local law purposes, the Company shall, in its discretion, determine to what extent the terms and conditions herein will apply to you.
Notifications
This Appendix also includes information regarding taxes and certain other issues of which you should be aware with respect to participation in the Plan. The information is based on the securities, exchange control, income tax and other laws in effect in the respective countries as of January 2026. Such laws are often complex and change frequently. As a result, the Company strongly recommends that you not rely on the information herein as the only source of information relating to the consequences of participation in the Plan because the information may be out of date at the time you vest in or exercise this Option or sell shares of Stock acquired under the Plan.
In addition, the information contained herein is general in nature and may not apply to your particular situation, and the Company is not in a position to assure you of any particular result. Accordingly, you are advised to seek appropriate professional advice as to how the relevant laws in your country of residence may apply to your personal situation.
If you are a citizen or resident of a country other than the one in which you are currently residing and/or working, transfer employment and/or residency to another country after the grant of this Option, or you are considered a resident of another country for local law purposes, the information contained herein may not be applicable to you in the same manner. You are advised to consult your personal advisor to determine the extent to which the notifications apply to your specific situation.
AUSTRALIA
Notifications
Securities Law Information. If you acquire shares of Stock under the Plan and offers the shares of Stock for sale to a person or entity resident in Australia, the offer may be subject to disclosure requirements under Australian law. You should consult with your personal legal advisor before making any such offer in Australia.
Exchange Control Notification. Exchange control reporting is required for inbound cash transactions exceeding A$10,000 and inbound international fund transfers of any amount. The Australian bank assisting
13

with the transaction will file the report for you. If there is no Australian bank involved in the transfer, you will have to file the report yourself.
Tax Information. The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) (the “Act”) applies (subject to the conditions in the Tax Assessment Act).
AUSTRIA
Notifications
Exchange Control Information. If you hold shares of Stock obtained through the Plan outside Austria, you may be required to submit reports to the Austrian National Bank if certain thresholds are exceeded.
If the value of shares of Stock meets or exceeds a certain threshold, you must report the securities held on a quarterly basis to the Austrian National Bank as of the last day of the quarter, on or before the 15th day of the month following the end of the calendar quarter. Where the cash amounts held outside of Austria meets or exceeds a certain threshold, monthly reporting obligations apply as explained in the next paragraph.
If you sell shares of Stock, or receive any cash dividends, you may have exchange control obligations if you hold the cash proceeds outside of Austria. If the transaction volume of all your accounts abroad meets or exceeds a certain threshold, you must report to the Austrian National Bank the movements and balances of all accounts on a monthly basis, as of the last day of the month, on or before the 15th day of the following month, on the prescribed forms.
CANADA
Terms and Conditions
Form of Payment. Notwithstanding any discretion in the Plan or this Agreement, you may not pay the exercise price by surrendering shares of Stock that you already own, by attesting to the ownership of the shares of Stock or by way of a net exercise.
Nature of Grant. Subsections (j), (n) and (q) of the “Nature of Grant” section of this Agreement apply, except as explicitly and minimally required under applicable legislation.
Termination of Service Relationship. The following provision replaces the third paragraph of the “Vesting and Exercisability” section of this Agreement:
By electronically enrolling in the Plan, you understand that in the event you cease to provide Service to the Company or the Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of local laws or the terms of your employment agreement, if any), unless otherwise determined by the Company, provided for in this Agreement, or explicitly and minimally required under applicable legislation, your right to participate in the Plan or vest in this Option, if any, will terminate effective as of the date you are no longer actively providing Service (the "Termination Date").
Unless explicitly required by applicable legislation, the Termination Date shall not include or be extended by any period during which notice, pay in lieu of notice, or any related payments or damages are provided or required to be provided under statute, contract, common law, civil law or otherwise. Unless otherwise explicitly provided in this Agreement or determined by the Committee, or explicitly required by applicable legislation, your right to vest in the Option under the Plan, if any, will terminate as of the Termination Date.
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The Committee has the exclusive discretion to determine when you are no longer actively employed for purposes of participation in the Plan (including whether you may still be considered to be actively providing Service while on a leave of absence). If, notwithstanding the foregoing, applicable employment standards legislation explicitly requires continued vesting or other participation during a statutory notice period, your right to vest in this Option or otherwise benefit from or participate in the Plan, if any, will terminate effective as of the last date of the minimum statutory notice period, but you will not earn or be entitled to pro-rated vesting or other benefits or participation, if the Vesting Date falls after the end of your statutory notice period, nor will you be entitled to any compensation for lost vesting, benefits or other participation.
Notifications
Securities Law Information. You will not be permitted to sell or otherwise dispose of the shares of Stock acquired under the Plan within Canada. You will only be permitted to sell or dispose of any shares of Stock if such sale or disposal takes place outside of Canada through the facilities of the Nasdaq Stock Market on which the shares of Stock are listed or through such other exchange on which the shares of Stock may be listed in the future.
FRANCE
Terms and Conditions
Tax Considerations. The Options granted under this Agreement are not intended to be French tax-qualified stock options.
Consent to Receive Information in English. By accepting this Option, you confirm having read and understood the documents related to this Option (the Plan and this Agreement) which were provided in the English language. You accept the terms of these documents accordingly.
Consentement Relatif a la Langue Utilisee. En acceptant l’attribution («Option»), vouz confirmez avoir lu et compris les documents relatifs à l’Option (le Plan et le Contrat d’Attribution) qui ont été remis en anglais. Vous acceptez les termes de ces documents en connaissance de cause.
Notifications
Foreign Asset/Account Reporting Information. You understand that if you are a French resident you may hold shares of Stock outside France, provided that you declare all foreign accounts, whether open, current or closed, on your annual income tax return. Failure to comply could trigger significant penalties.
GERMANY
Notifications
Exchange Control Information. Cross-border payments in excess of €50,000 must be reported to the German Federal Bank (Bundesbank). If you make or receive a payment in excess of this amount (including if you acquire shares of Stock with a value in excess of this amount or sell shares of Stock and receive proceeds in excess of this amount), and/or if the Company withholds or sells shares of Stock with a value in excess of this amount to cover Tax-Related Items, you must report the payment and/or the value of the shares of Stock withheld or sold to the Bundesbank. Such reports must be made either electronically using the “General Statistics Portal” (Allgemeine Meldeportal Statistik) which can be accessed via the Bundesbank’s website (www.bundesbank.de) or via such other method (e.g., by email or telephone) as is permitted or required by
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Bundesbank. The report must be submitted monthly or within such timing as is permitted or required by Bundesbank. You are responsible for making this report, if applicable.
Foreign Asset/Account Reporting Information. If your acquisition of shares of Stock acquired under the Plan leads to a so-called qualified participation at any point during the calendar year, you may need to report the acquisition when you file your tax return for the relevant year. A qualified participation is attained if (i) the value of shares of Stock acquired exceeds €150,000 or (ii) in the unlikely event you hold shares of Stock exceeding 10% of the Company’s total common stock. However, if the shares of Stock are listed on a recognized U.S. stock exchange and you own less than 1% of the Company, this requirement will not apply to you.
MALAYSIA
Notifications
Director Notification Obligation. Malaysian resident participants who are directors of a Malaysian Subsidiary or Affiliate are subject to certain notification requirements under the Malaysian Companies Act 2016. Among these requirements is an obligation to notify the Malaysian Subsidiary or Affiliate in writing when receiving or disposing of an interest (e.g., Options, shares of Stock, etc.) in the Company or any related company. This notification must be made within 14 days of receiving or disposing of any interest in the Company or any related company.
MEXICO
Terms and Conditions
Acknowledgement of the Agreement. By accepting this Option, you acknowledge that you have received a copy of the Plan and the Agreement, which you have reviewed. You further acknowledge that you accept all the provisions of the Plan and the Agreement. You also acknowledge that you have read and specifically and expressly approve the terms and conditions set forth in “Nature of Grant” Section of the Agreement, which clearly provides as follows:
1.Your participation in the Plan does not constitute an acquired right;
2.The Plan and your participation in it are offered by the Company on a wholly discretionary basis;
3.You shall not be considered to have any claim or entitlement to compensation or damages from the grant of Options or from the forfeiture of Options;
4.Your participation in the Plan is voluntary; and
5.The Company and its Subsidiaries and Affiliates are not responsible for any decrease in the value of any shares of Stock acquired upon your exercise of the Options.
Labor Law Acknowledgement and Policy Statement. By accepting this Option, you acknowledge that the Company, with registered offices at 100 Nagog Park, Acton, Massachusetts 01720, U.S.A, is solely responsible for the administration of the Plan. You further acknowledge that your participation in the Plan, the grant of Options and any acquisition of shares of Stock under the Plan do not constitute an employment or other service relationship between you and the Company because you are participating in the Plan on a wholly
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commercial basis and your sole service recipient is Insulet Mexico, S. de R.L. de C.V. (“Insulet Mexico”). Based on the foregoing, you expressly acknowledge that the Plan and the benefits that you may derive from participation in the Plan do not establish any rights between you and Insulet Mexico, and do not form part of any employment conditions and/or benefits provided by Insulet Mexico, and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of your continuous Service with Insulet Mexico.
You further understand that your participation in the Plan is the result of a unilateral and discretionary decision of the Company; therefore, the Company reserves the absolute right to amend and/or discontinue your participation in the Plan at any time, without any liability to you.
Finally, you hereby declare that you do not reserve any action or right to bring any claim against the Company for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, and that you therefore grant a full and broad release to the Company, its Subsidiaries, Affiliates, branches, representation offices, shareholders, officers, agents and legal representatives, with respect to any claim that may arise.
Spanish Translation
Reconocimiento del Contrato. Al aceptar la Opción, usted reconoce que ha recibido una copia del Plan y del Contrato, los cuales que usted ha revisado. Además, usted reconoce que acepta todas las disposiciones del Plan y del Contrato. También, usted reconoce que ha leído y que específica y expresamente aprueba de los términos y condiciones de la Sección “Naturaleza de la Concesión” del Contrato, que claramente dispone lo siguiente:
1.Su participación en el Plan no constituye un derecho adquirido;
2.El Plan y su participación en el Plan se ofrecen por la Compañía de una manera totalmente discrecional;
3.Usted no tendrá ningún derecho o reclamación por compensación o daño derivado de la concesión de la Opción o derivado de la pérdida de la Opción;
4.Su participación en el Plan es voluntaria; y
5.La Compañía y sus Filiales y Afiliadas no son responsables por ninguna disminución del valor de las Acciones adquiridas al ejercer la Opción.
Reconocimiento Ley Laboral y Declaración de la Política. Al aceptar la Opción, usted reconoce que la Compañía, con oficinas registradas en 100 Nagog Park, Acton, Massachusetts 01720, EE.UU., es únicamente responsable por la administración del Plan. Además, usted reconoce que su participación en el Plan, la concesión de la Opcion y cualquier adquisición de Acciones de conformidad con el Plan no constituyen una relación laboral u otra relación de servicio entre usted y la Compañía, ya que usted está participando en el Plan sobre una base totalmente comercial y el único recipiente de servicio es Insulet México, S. de R.L. de C.V. (“Insulet México”). Derivado de lo anterior, usted expresamente reconoce que el Plan y los beneficios que se podrían derivar al participar en el Plan no establecen ningún derecho entre usted y Insulet Mexico, y que no forman parte de las condiciones de cualquier empleo y/o las prestaciones otorgadas por Insulet México, y cualquier modificación del Plan o su terminación no constituirán un cambio o deterioro de los términos y condiciones de su Servicio continuo con Insulet México.
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Además, usted entiende que su participación en el Plan se resulta de una decisión unilateral y discrecional de la Compañía; por lo tanto, la Compañía se reserva el derecho absoluto de modificar y/o discontinuar su participación en el Plan en cualquier momento, sin responsabilidad alguna hacia usted.
Finalmente, en este acto usted manifiesta que no se reserva acción o derecho alguno para interponer una reclamación o demanda en contra de la Compañía, por cualquier compensación o daño en relación con cualquier disposición del Plan o de los beneficios derivados del Plan, y, por lo tanto,usted otorga un amplio y total finiquito a la Compañía, sus Filiales y Afiliadas, sucursales, oficinas de representación, sus accionistas, funcionarios, agentes y representantes legales con respecto a cualquier reclamación o demanda que pudiera surgir.
Notifications
Securities Law Information.  This Option and any shares of Stock acquired under the Plan have not been registered with the National Register of Securities maintained by the Mexican National Banking and Securities Commission and cannot be offered or sold publicly in Mexico. In addition, the Plan, the Agreement and any other document relating to the Option may not be publicly distributed in Mexico. These materials are addressed to you because of your existing relationship with the Company or its Subsidiaries or Affiliates and these materials should not be reproduced or copied in any form. The offer contained in these materials does not constitute a public offering of securities, but rather constitutes a private placement of securities addressed specifically to individuals who are present employees of the Company or one of its Subsidiaries or Affiliates made in accordance with the provisions of the Mexican Securities Market Law, and any rights under such offering shall not be assigned or transferred.
NETHERLANDS
No country-specific considerations.
PORTUGAL
Terms and Conditions
Consent to Receive Information in English. You hereby expressly declares that you have full knowledge of the English language and has read, understood and fully accepted and agreed with the terms and conditions established in the Plan and Agreement.
Conhecimento da Lingua. El Beneficiário, pelo presente instrumento, declara expressamente que tem pleno conhecimento da língua inglesa e que leu, compreendeu e livremente aceitou e concordou com os termos e condições estabelecidas no Plano e no Acordo.
SAUDI ARABIA
Notifications
Securities Law Information.  The Agreement may not be distributed in the Kingdom of Saudi Arabia except to such individuals as are permitted under the Rules on the Offer of Securities and Continuing Obligations issued by the Capital Market Authority.
The Capital Market Authority does not make any representation as to the accuracy or completeness of the Agreement, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance
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upon, any part of the Agreement. You should conduct your own due diligence on the accuracy of the information relating to the securities. If you do not understand the contents of the Agreement, you should consult an authorized financial adviser.

SINGAPORE
Notifications
Securities Law Information.  The grant of this Option is being made pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the Securities and Futures Act, under which it is exempt from the prospectus and registration requirements and is not made with a view to the underlying shares of Stock being subsequently offered for sale to any other party. The Plan has not been and will not be lodged or registered as a prospectus with the Monetary Authority of Singapore.
Director Notification requirement.  The directors of a Singapore Subsidiary or Affiliate are subject to certain notification requirements under the Singapore Companies Act. The directors must notify the Singapore Subsidiary or Affiliate in writing of an interest (e.g., Options, shares of Stock, etc.) in the Company or any related company within two business days of (i) its acquisition or disposal, (ii) any change in a previously-disclosed interest (e.g., upon purchase of shares of Stock or when shares of Stock acquired under the Plan are subsequently sold), or (iii) becoming a director.
SPAIN
Terms and Conditions
Labor Law Acknowledgment. By accepting the award of the Option, you consent to participation in the Plan and acknowledge that you have received a copy of the Plan document.
You understand that the Company has unilaterally, gratuitously, and in its sole discretion decided to grant the Option under the Plan. The decision is limited and entered into based upon the express assumption and condition that (i) any award of Options will not economically or otherwise bind the Company or any of its Subsidiaries or Affiliates (including the Employer), on an ongoing basis, other than as expressly set forth in the Agreement and the Plan, (ii) the Option and any underlying shares of Stock shall not become part of any employment contract and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation), or any other right whatsoever, and (iii) except as otherwise set forth in the Agreement, the Option shall cease vesting upon your termination of Service, as detailed below. Furthermore, you understand and freely accept that there is no guarantee that any benefit whatsoever shall arise from the grant of the Option, which is gratuitous and discretionary, because the future value of the Option and the underlying shares of Stock is unknown and unpredictable.
You understand and agree that, as a condition of the grant of the Option, your termination of Service for any reason (including for the reasons listed below) will automatically result in the cancellation and loss of any Options that may have been granted to you and that was not or did not become vested on the date of termination of Service. In particular, you understand and agree that, unless otherwise expressly provided by the Company in the Agreement, the Options will be cancelled without entitlement to the shares or to any amount as indemnification if you terminate Service by reason of, but not limited to, the following: resignation; disciplinary dismissal adjudged to be with cause; disciplinary dismissal adjudged or recognized to be without good cause (i.e., subject to a “despido improcedente”); individual or collective layoff on objective
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grounds, whether adjudged to be with cause or adjudged or recognized to be without cause; material modification of the terms of employment under Article 41 of the Workers’ Statute; relocation under Article 40 of the Workers’ Statute; Article 50 of the Workers’ Statute; unilateral withdrawal by your employer; and under Article 10.3 of Royal Decree 1382/1985.
You also understand that this grant of the Option would not be made but for the assumptions and conditions set forth above; thus, you understand, acknowledge and freely accept that, should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, the grant, the Option and any right to the underlying shares of Stock shall be null and void.
Notifications
Securities Law Information. The grant of the Option and the shares of Stock issued pursuant to the exercise of vested Options are considered a private placement outside the scope of Spanish laws on public offerings and issuances of securities. The Plan and the Agreement have not been nor will they be registered with the Comisión Nacional del Mercado de Valores (Spanish Securities Exchange Commission), and they do not constitute a public offering prospectus.
Exchange Control Information. If you hold 10% or more of the share capital of the Company, you must declare the acquisition of shares of Stock to the Spanish Dirección General de Comercio e Inversiones, which is a department of the Ministry of Industry, Trade and Tourism for statistical purposes, generally within one month of the acquisition.
Further, you are required to declare electronically to the Bank of Spain any securities accounts (including brokerage accounts held abroad), as well as the securities held in such accounts if the value of the transactions for all such accounts during the relevant year or the balances in such accounts as of December 31st of the relevant year exceeds EUR 1,000,000. You should consult with your personal tax or legal advisor for further information regarding your exchange control reporting obligations.
Foreign Asset/Account Reporting Information.  To the extent you hold assets (e.g., cash or shares of Stock held in a bank or brokerage account) outside Spain with a value in excess of EUR 50,000 per type of asset (e.g., shares of Stock, cash, and so on) as of December 31 each year, you are required to report information on such assets on your tax return Form 720 for such year. After such assets are initially reported, the reporting obligation will only apply for subsequent years if the value of any previously-reported assets increases by more than EUR 20,000 or if the ownership of the asset is transferred or relinquished during the year. The reporting must be completed by March 31. Failure to comply with this reporting requirement may result in penalties. Accordingly, you should consult with your personal tax and legal advisors to ensure that you are properly complying with your reporting obligations.
SWITZERLAND
Notifications
Securities Law Information. Neither this Agreement nor any other materials relating to the Option (i) constitutes a prospectus according to articles 35 et seq. of the Swiss Federal Act on Financial Services (“FinSA”), (ii) may be publicly distributed or otherwise made publicly available in Switzerland to any person other than an employee of the Company, or (iii) has been or will be filed with, approved or supervised by any Swiss reviewing body according to article 51 of FinSA or any Swiss regulatory authority, including the Swiss Financial Market Supervisory Authority FINMA.
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UNITED ARAB EMIRATES
Notifications
Securities Law Information. Participation in the Plan is being offered only to eligible employees and is in the nature of providing equity incentives to employees in the United Arab Emirates. The Plan and the Agreement are intended for distribution only to such employees and must not be delivered to, or relied on by, any other person. Prospective purchasers of the securities offered should conduct their own due diligence on the securities. If you do not understand the contents of the Plan or the Agreement, you should consult an authorized financial adviser.
The Emirates Securities and Commodities Authority has no responsibility for reviewing or verifying any documents in connection with the Plan. Neither the Ministry of Economy nor the Dubai Department of Economic Development have approved the Plan or the Agreement nor taken steps to verify the information set out therein, and have no responsibility for such documents.
UNITED KINGDOM
Terms and Conditions
Withholding.  The following supplements the “Withholding” section of this Agreement:
Without limitation to the “Withholding” section of this Agreement, you agree that you are liable for all Tax-Related Items and hereby covenant to pay all such Tax-Related Items, as and when requested by the Company or, if different, the Employer or by HM’s Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). You also agree to indemnify and keep indemnified the Company and, if different, the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on your behalf.
Notwithstanding the foregoing, if you are a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), you understand that you may not be able to indemnify the Company or the Employer for the amount of any Tax-Related Items not collected from or paid by you if the indemnification could be considered to be a loan. In this case, the Tax-Related Items not collected or paid by you, may constitute an additional benefit to you on which additional income tax and National Insurance contributions (“NICs”) may be payable. You understand that you will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to the Company and/or the Employer (as appropriate) the amount of any employee NICs due on this additional benefit, which may also be recovered from you by any of the means referred to in the “Withholding” section of this Agreement.
Joint Election. As a condition of participation in the Plan, you agree to accept any liability for secondary Class 1 NICs which may be payable by the Company and/or the Employer in connection with this Option and any event giving rise to Tax-Related Items related to your participation in the Plan (the “Employer NICs”). Without prejudice to the foregoing, if requested to do so by the Employer or the Company, you agree to execute a joint election with the Company or the Employer, the form of such joint election having been approved formally by HMRC (the “Joint Election”), and any other required consent or election to accomplish the transfer of Employer NICs to you. You further agree to execute such other joint elections as may be required between you and any successor to the Company or the Employer. You further agree that the Company or the Employer may collect the Employer NICs from you by any of the means set forth in the “Withholding” section of this Agreement.
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If, having been requested to enter into a Joint Election by the Employer or the Company, you do not enter into the Joint Election or if approval of the Joint Election has been withdrawn by HMRC, the Company, in its sole discretion and without any liability to the Company or the Employer, may choose not to issue or deliver any shares of Stock to you upon exercise of this Option.

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APPENDIX B
RESTRICTIVE COVENANT APPENDIX TO

INSULET CORPORATION

2025 STOCK OPTION AND INCENTIVE PLAN

NON-QUALIFIED STOCK OPTION AGREEMENT
(For U.S. Residents)

This Restrictive Covenant Appendix (“Equity RCA”) is entered into between Grantee and Insulet Corporation (the “Company”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Insulet Corporation 2025 Stock Option and Incentive Plan or in the attached Non-Qualified Stock Option Agreement (including its cover sheet). Grantee understands the Company and its Affiliates are engaged in the business of designing, developing and marketing subcutaneous drug delivery devices and related software (the “Business”). Grantee understands that the Company or one of its Affiliates employs Grantee in a position of trust and confidence related to the Business. In consideration of Grantee’s Option Award, the Company and Grantee agree as follows, subject to the jurisdiction-specific modifications in Appendix B-1 hereto:
1.Position of Trust and Confidence. The Company and its Affiliates (collectively, the “Company Group”) have provided and will provide Grantee with access to Confidential Information (including trade secrets) related to Grantee’s position, and may have provided or may provide Grantee with specialized training related to the Business and/or the opportunity to develop relationships with the employees, business contacts (customers and others) and agents of the Company Group for the purpose of developing goodwill for the Company Group. Grantee agrees that Grantee’s receipt of the foregoing would give Grantee an unfair competitive advantage if Grantee’s activities during employment, and for a reasonable period thereafter, were not restricted as provided for in this Equity RCA.
2.Confidential Information and Company Property. Subject to Section 7, Grantee agrees to use the Confidential Information only in the performance of Grantee’s duties for the Company Group, to hold such information in confidence and trust, and not to engage in any unauthorized use, copying, transmission or disclosure of such information during Grantee’s employment and for so long thereafter as such information qualifies as Confidential Information. “Confidential Information” means an item of information or compilation of information in any form (tangible or intangible) related to the business of the Company Group that Grantee acquires or gains access to during Grantee’s employment that the Company or its Affiliates have not authorized public disclosure of, and that is not readily available to the public or persons outside the Company Group. By way of example and not limitation, Confidential Information is understood to include: lists and records, contact information, private contract terms, business preferences, and historical transaction data
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regarding existing and prospective customers; non-public records and data regarding the Company Group’s financial performance; business plans and strategies, forecasts and analyses; internal business methods and systems, know how, and innovations; marketing plans, research and analysis; unpublished pricing information, and variables such as costs, discounting options, and profit margins; business sale and acquisition opportunities identified by the Company Group and related analysis; records of private dealings with vendors, suppliers, and distributors; and Company Group trade secrets. Grantee acknowledges that items of Confidential Information are the Company Group’s valuable assets and have economic value because they are not generally known by the public or others who could use them to their own economic benefit and/or to the competitive disadvantage of the Company Group. Grantee agrees that all records, in any form (such as email, database, correspondence, notes, files, contact lists, drawings, specifications, spreadsheets, manuals, and calendars) that contain Confidential Information or otherwise relate to the business of the Company Group, with the exception of wage and benefit related materials provided to Grantee as an employee for Grantee’s own use as an employee, are the property of the Company Group (collectively “Company Records”). Grantee will follow all Company Group policies regarding use or storage of Company Records, and return all such records (including all copies) when Grantee’s employment with the Company Group ends or sooner if requested.
    Notwithstanding the foregoing, it is understood that this provision is not a covenant not to compete, and at all times after Grantee’s employment with the Company Group ends, Grantee is free to use information which is generally known in the trade or industry through no breach of this Equity RCA or other act or omission by Grantee and that is not specific to the Company Group’s business (such as business transactions or products). If required by applicable law, the restrictions on use or disclosure of Confidential Information will only apply for three (3) years after the end of Grantee’s employment with the Company Group, where information that does not qualify as a trade secret is concerned; however, the restrictions will continue to apply to trade secret information for as long as the information at issue remains qualified as a trade secret.
3.Non-Solicit. In order to protect the Company Group’s Confidential Information (including trade secrets) and key business relationships, Grantee agrees that, during the Restricted Period (as defined below), Grantee will not (directly or by assisting or directing others):
(a)solicit any Covered Employee (as defined below) to leave the employment of the Company Group; or
(b)facilitate the hiring attempted hiring of any Covered Employee on behalf of a Competing Business; or
(c)solicit, or attempt to solicit, a Covered Customer for the purpose of doing any business that would compete with the Business; or
(d)knowingly engage in any conduct that is intended to cause, or could reasonably be expected to cause a Covered Customer to stop or reduce doing business with the
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Company Group, or that would involve diverting business opportunities away from the Company Group; or
(e)solicit, or attempt to solicit, a Key Relationship for the purpose of doing any business that would compete with the Business; or
(f)knowingly engage in any conduct that is intended to cause, or could reasonably be expected to cause the Key Relationship to stop or reduce doing business with the Company Group, or that would involve diverting business opportunities away from the Company Group.
    Nothing herein is intended or to be construed as a prohibition against general advertising such as “help wanted” ads that are not targeted at the Company Group’s employees.
    “Restricted Period” means: (i) the period while Grantee is employed by the Company Group; and (ii) the one (1) year after Grantee’s employment with the Company Group ends, irrespective of which party ends the relationship or why it ends. “Covered Employee” means any employee of Company Group whom Grantee supervised, with whom Grantee worked, or about whom Grantee received Confidential Information during the Look Back Period. “Competing Business” means any person or entity that engages in (or is planning to engage in) a business that competes with a portion of the Business that Grantee had involvement with or access to Confidential Information about during the last two (2) years of Grantee’s employment with the Company Group (or such shorter period of time as Grantee is employed) (the “Look Back Period”). “Covered Customer” means a customer of the Company Group (or where permitted by law potential customer) that Grantee had material business-related contact or dealings with or access to Confidential Information about during the Look Back Period. Prospective customers include persons and entities that the Company Group has a reasonable expectation of doing business with at the time Grantee’s employment with the Company Group ends based on proposals, negotiations, or other communications that have been engaged in with the person or entity at issue. “Key Relationship” refers to a person or entity with an ongoing business relationship with the Company Group (including vendors, agents, and contractors) that Grantee had material business-related contact or dealings with during the Look Back Period. For the definitions of “Covered Customer” and “Key Relationship”, material business related-contact or dealings are presumed present when Grantee had direct communications with the person or entity (beyond a cold call or mass mailing) or Grantee supervised communications with the person or entity, where such communications were intended to result in, lead to, maintain, increase, facilitate or otherwise aid the sale or provision of products or services sold by the Company Group. The term “solicit” shall be presumed to mean to engage in contacts, acts, or communications, whether directly engaged in by Grantee in person or indirectly engaged in through the use or control of others, that cause or induce, attempt to cause or induce, or can be reasonably expected to cause or induce a party to engage in a particular action or conduct, regardless of who first initiates the contact or communication, or whether or not the communication at issue is in response to a request for information.
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    The restrictions contained in Section 3 above are understood to be reasonably limited by geography to those locations, and counties, where the Covered Customer, Key Relationship and Covered Employee are present and available for solicitation. However, to the extent additional geographic limitations are required to make the restrictions enforceable, they shall be deemed limited to the Territory (defined below).
4.Non-Compete. In order to protect the Company Group’s Confidential Information (including trade secrets) and key business relationships, Grantee agrees that, during the Restricted Period, Grantee will not (directly or by assisting or directing others), within the Territory (defined below):
(a)provide services for the benefit of a Competing Business that are the same or similar in function or purpose to those Grantee provided to the Company Group during the Look Back Period; or
(b)take on any other responsibilities for a Competing Business that would involve the probable use or disclosure of Confidential Information or the conversion of Covered Customers or Key Relationships to the benefit of a Competing Business or detriment of the Company Group.
    “Territory” means the geographic territory(ies) assigned to Grantee by the Company Group during the Look Back Period (by state, county, or other recognized geographic boundary used in the Business); and, if Grantee has no such specifically assigned geographic territory then: (i) the United States and any other countries in which Grantee participated in the Business and/or about which Grantee was provided access to Confidential Information during the Look Back Period; and, (ii) the United States and any other countries where Grantee resided during the Look Back Period. Grantee is responsible for seeking clarification from the Company’s Human Resources department if it is unclear to Grantee at any time what the scope of the Territory is.
    This Equity RCA is not intended to prohibit: (i) employment with a non-competitive independently operated subsidiary, division, or unit of a family of companies that include a Competing Business, so long as the employing independently operated business unit is truly independent and Grantee’s services to it do not otherwise violate this Equity RCA; or, (ii) a passive and non-controlling ownership of less than 2% of the stock in a publicly traded company. This provision also does not preclude conduct protected by Section 7 of the National Labor Relations Act (the, “NLRA”) such as joining or forming a union, engaging in collective bargaining, or engaging in other concerted activity for mutual aid and protection.

5.Severability and Special Remedies. Each of Grantee’s obligations under this Equity RCA shall be considered a separate and severable obligation. If a court or arbitrator determines that a restriction in this Equity RCA cannot be enforced as written due to an overbroad limitation (such as time, geography, or scope of activity), unless prohibited by law, the Company and Grantee agree that the court or arbitrator shall reform or modify the restrictions or enforce the restrictions to such lesser extent as is allowed by law. If, despite the foregoing, any provision contained in this Equity RCA is determined to be void or unenforceable, in whole or in part,
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then the other provisions of this Equity RCA will remain in full force and effect. Grantee acknowledges that any breach of this Equity RCA, shall constitute Cause, as defined in this Agreement, and shall subject Grantee’s Option Award to forfeiture and recoupment as provided in the “Forfeiture of Options” section of the Agreement. Further, in the event a breach or a threatened breach of this Equity RCA, the Company may seek temporary and permanent injunctive relief to enforce this Equity RCA and all other legal or equitable remedies that may be awarded by a court of competent jurisdiction or arbitrator.
6.Choice of Law. The laws of the country, and, if applicable, state, province, territory or other geographic subdivision, in which Grantee last regularly resided shall govern the interpretation, application, and enforcement of this Equity RCA, without regard to any choice of law rules of that or any other jurisdiction; provided, however, if Grantee primarily works for the Company Group in California, Colorado, Massachusetts or Washington, then the law of the state in which Grantee last primarily worked for the Company Group shall apply, and if Colorado or Washington law applies, Grantee shall not be required to adjudicate the enforceability of this Equity RCA outside of the state whose laws apply.
7.Protected Conduct. Nothing in this Equity RCA prohibits Grantee from (i) opposing an event or conduct that Grantee reasonably believes is a violation of law, including criminal conduct, discrimination, harassment, retaliation, a health or safety violation or other unlawful employment practices, (ii) disclosing sexual assault or sexual harassment; or (iii) reporting such an event or conduct to Grantee’s attorney, law enforcement, or the relevant law-enforcement agency (such as the Securities and Exchange Commission, Department of Labor, Occupational Safety and Health Administration, Equal Employment Opportunity Commission, the state division of human rights, or a local commission on human rights), or (iv) making any truthful statements or disclosures required or explicitly permitted by law or otherwise cooperating in an investigation conducted by any government agency (collectively referred to as “Protected Conduct”). Further, nothing requires notice to or approval from the Company Group before engaging in such Protected Conduct. Protected Conduct may include a disclosure of trade secret information provided that it must comply with the restrictions in the Defend Trade Secrets Act of 2016 (the “DTSA”). To the extent that Grantee is covered by Section 7 of the NLRA because Grantee is not in a supervisor or management role, nothing in this Equity RCA shall be construed to prohibit Grantee from using information Grantee acquires regarding the wages, benefits, or other terms and conditions of employment at the Company Group for any purpose protected under the NLRA. Grantee understands that under the NLRA, covered employees have a right to self-organization, to form, join, or assist labor organizations, to bargain collectively through representatives of their own choosing, and to engage in other concerted activities for the purpose of collective bargaining or other mutual aid or protection, and to refrain from any or all of such activities.
    DTSA NOTICE: The DTSA provides that no individual will be held criminally or civilly liable under Federal or State trade secret law for the disclosure of a trade secret that: (i) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and made solely for the purpose of reporting or investigating a suspected violation of law; or, (ii) is made in a complaint or other document if such filing is under seal so that it is not made public. Also, an individual who pursues a lawsuit for
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retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except as permitted by court order.
8.Survival; All Duties and Employment Status Preserved. Nothing in this Equity RCA limits or reduces any common law or statutory duty Grantee owes to the Company Group, nor does this Equity RCA limit or eliminate any remedies available to the Company Group for a violation of such duties. This Equity RCA will survive the expiration or termination of Grantee’s employment with the Company Group and/or any assignee pursuant to Section 9 and shall, likewise, continue to apply and be valid notwithstanding any change in the Grantee’s duties, responsibilities, position, or title. Nothing in this Equity RCA creates a contract for term employment or limits the right of Grantee or the Company or its respective Affiliate to end the employment relationship between them in accordance with applicable law.
9.Assignment. The Company shall have the right to assign this Equity RCA at its sole election without the need for further notice to or consent by Grantee. This Equity RCA and all obligations hereunder are personal to Grantee and cannot be assigned, delegated or otherwise transferred by Grantee.
10.Notice. Grantee will provide any prospective employer Grantee is considering an offer from with notice of this Equity RCA at least ten (10) days before accepting such offer. The Company may elect to provide another party notice of this Equity RCA and an opinion about its applicability. While Grantee reserves the right to also communicate Grantee’s disagreement with such an opinion, Grantee recognizes the Company’s legitimate business interest in expressing its opinion and consents to it doing so if it believes such is necessary. Grantee will not assert any claim that such conduct is legally actionable interference or otherwise impermissible regardless of whether or not this Equity RCA is later found to be enforceable.
11.Waiver. If the Company fails to take action to remedy a breach or threatened breach of a provision of this Equity RCA by Grantee, such inaction shall not be construed as a waiver of that or any subsequent breach or a waiver of any provision of this Equity RCA.
12.Duty of Loyalty. Grantee agrees that during the period of their employment by the Company Group, they will not, without the Company’s express written consent, directly or through the direction or control of others engage in any employment or business activity which is directly or indirectly competitive with, or would otherwise conflict with, their employment by Company Group. By way of example and not limitation, Grantee will not solicit any of the customers or prospective customers of the Company Group for the purpose of diverting or attempting to divert any business away from the Company Group.
13.Interpretation. Nothing in this Equity RCA shall limit any of Grantee’s obligations, or any of the rights or remedies of the Company Group, under any other agreements between the Company Group and Grantee, including, but not limited to, any offer letter, employment
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agreement, confidentiality agreement, non-competition or non-solicitation agreement between the Company Group and Grantee; and nothing in any other agreements between the Company Group and Grantee shall limit any of Grantee’s obligations, or any of the rights or remedies of the Company, under this Equity RCA. However, in the event of a conflict between this Equity RCA and another agreement with Grantee, this Equity RCA shall govern except as otherwise explicitly provided in another agreement. Except as provided in Section 5, this Equity RCA shall not be amended, modified, or supplemented without the written agreement of the Company and Grantee at the time of such amendment, modification, or supplement, signed by an officer of the Company (unless such amendment, modification, or supplementation is by order of a court or arbitrator). The headings herein are for convenience only and shall not affect the terms of the Equity RCA.
14.Effective Date. The effective date of this Equity RCA shall be the date it is signed by Grantee unless a later effective date is required under applicable law, in which case such later date shall apply.
15.Acknowledgments. grantee acknowledges that prior to executing this equity rca, grantee received a copy of this equity rca, including jurisdiction-specific modifications in Appendix B-1, in advance of the date grantee was expected to sign it. grantee read all the provisions contained herein, and all questions grantee had about the equity rca were answered to grantee’s satisfaction. grantee understands that grantee has a right to consult with an attorney and acknowledges that grantee has been instructed to consult with an attorney and provided an opportunity to seek the advice of an attorney of grantee’s choice before signing this equity rca.


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APPENDIX B-1

If Grantee is a U.S. resident, the following shall apply to modify provisions of the Equity RCA, where applicable, based upon the controlling law in the jurisdiction where Grantee primarily resides when last employed by the Company Group; provided, however, if Grantee last primarily worked for the Company Group in California, Colorado. Massachusetts or Washington, then the law of the state in which Grantee last primarily worked for the Company Group shall apply:
Alabama:
If Alabama law is deemed to apply, then the following applies to Grantee: (a) Sections 3(a) and (b) are rewritten as follows: “(a) participate in soliciting any Covered Employee of the Company Group who is in a Sensitive Position to leave the employment of the Company Group on behalf of (or for the benefit of) a Competing Business; or (b) knowingly assist a Competing Business in efforts to hire a Covered Employee who is in a Sensitive Position away from the Company Group; or”; (b) the definition of “Sensitive Position” is modified to refer to an employee of the Company Group who is uniquely essential to the management, organization, or service of the Company Group; and (c) the definition of “Covered Customer” is modified to mean a current customer of the Company Group that Grantee had material business-related contact or dealings with or access to Confidential Information about during the Look Back Period.
Arizona:
If Arizona law is deemed to apply: Nothing in the customer non-solicit restrictions in Sections 3(c) and (d) shall not restrict Grantee from accepting business from a Covered Customer so long as Grantee did not solicit, assist in soliciting, facilitate the solicitation of, provide, or offer to provide services to the Covered Customer (regardless of who first initiated contact) or use Confidential Information to encourage or induce the Covered Customer to withdraw, curtail or cancel its business with the Company Group, or in any other manner modify or fail to enter into any actual or potential business relationship with the Company Group.
California:
If California law is deemed to apply, then: the non-solicit restrictions in Section 3 and the noncompetition restriction in Section 4 shall not apply after Grantee’s employment with the Company Group ends. However, any misappropriation of the Company Group’s trade secret information (such as its protected customer information) or use of such trade secrets to solicit Company Group’s customers, key relationships or employees, will remain prohibited conduct at all times, and nothing in this Equity RCA shall be construed to limit or eliminate any rights or remedies the Company Group would have against Grantee under trade secret law, unfair competition law, or other laws applicable in California absent this Equity RCA. For the avoidance of doubt, nothing in this Equity RCA will require Grantee to adjudicate outside of California a claim arising in California or in any other way deprive Grantee of the substantive protection of California law with respect to a controversy arising in California. In addition to the other forms of Protected Conduct, nothing in the Equity RCA shall be construed to prohibit Grantee from disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Grantee has reason to believe is unlawful.
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Colorado:
If Grantee is a resident of Colorado, then for so long as Grantee is a resident of Colorado, then the following applies to Grantee:
(a)Customer and Key Relationship Non-Solicitation Restrictions. If Grantee does not earn an amount of annualized cash compensation equivalent to or greater than the threshold amount for highly compensated workers, $127,091 for 2025 (or the earnings threshold in effect as adjusted annually thereafter by the Colorado Division of Labor Standards and Statistics in the Department of Labor and Employment) (the “Highly Compensated Worker Threshold”), then nothing in the customer and key relationship non-solicit obligations in Sections 3(c) through (f) shall restrict Grantee from accepting business from a Covered Customer or Key Relationship so long as Grantee did not solicit, assist in soliciting, facilitate the solicitation of, provide, or offer to provide services to the Covered Customer or Key Relationship (regardless of who first initiated contact) or use Confidential Information to encourage or induce the Covered Customer or Key Relationship to withdraw, curtail or cancel its business with Company Group or in any other manner modify or fail to enter into any actual or potential business relationship with Company Group. If Grantee does not earn an amount of annualized cash compensation equivalent to or greater than sixty-percent (60%) of the Highly Compensated Worker Threshold, $76,254.60 for 2025 (or the earnings threshold in effect as adjusted annually thereafter by the Colorado Division of Labor Standards and Statistics in the Department of Labor and Employment), then the customer and key relationship non-solicit obligations in Sections 3(c) through (f) shall not apply after Grantee’s employment with the Company Group ends.
The definitions of “Covered Customer” and “Key Relationship” shall be modified to cover only those customers and key relationships with respect to which Grantee would have been provided trade secret information during the Look Back Period. Grantee stipulates that the customer and key relationship non-solicit obligations in Sections 3(c) and (d) are reasonable and necessary for the protection of trade secrets within the meaning of Colorado Revised Statutes § 8-2-113(2)(b).
(b)Non-Compete. If Grantee does not meet the Highly Compensated Worker Threshold, then the non-compete provision contained in Section 4 will not be enforceable against Grantee after their employment with the Company Group ends.
(c)Notice. Grantee acknowledges that Grantee received notice of the covenant not to compete and its terms before Grantee accepted an offer of employment, or, if a current employee at the time Grantee enters into this Equity RCA, at least fourteen (14) days before the earlier of the effective date of the Equity RCA or the effective date of any additional compensation or change in the terms or conditions of employment that provides consideration for the covenant not to compete. If a currently employed Grantee signs the Agreement within fourteen (14) days of receiving it (pursuant to the instructions in the cover sheet of the Non-Qualified Stock Option Agreement), Grantee may revoke the Agreement until the fourteenth (14th) day after Grantee received it, and the Agreement will not take effect until the fifteenth (15th) day after Grantee received it. Revocation of this Agreement is a rejection of the Option Award and will result in cancellation of the Option Award.
(d)Protected Disclosures. The Confidential Information restrictions in this Equity RCA do not prohibit disclosure of information that arises from the Grantee’s general training, knowledge, skill, or experience, whether gained on the job or otherwise, information that is readily ascertainable to
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the public, or information that Grantee otherwise has a right to disclose as legally protected conduct. Nothing in this Equity RCA or Company Group policy limits or prevents Grantee from disclosing information about workplace health and safety practices or hazards.
District of Columbia:
If Grantee performs a majority of their work for the Company Group in the District of Columbia or is based in District in Columbia and does not perform the majority of their work in any other jurisdiction, then the Equity RCA will be modified as follows:
(a)the non-compete provision contained in Section 4 will not be enforceable against Grantee after their employment with the Company Group ends unless Grantee earns (or is anticipated to earn) from the Company or an Affiliate at least $158,363 in compensation in a consecutive 12-month period, increased in proportion to the annual average increase, if any, in the Consumer Price Index for All Urban Consumers in the Washington Metropolitan Statistical Area published by the Bureau of Labor Statistics of the United States Department of Labor for the previous calendar year (“D.C. Non-Compete Earnings Threshold”);
(b)nothing in this Equity RCA or any Company Group policy restricts Grantee from having employment or contract work in addition to their employment with the Company Group so long as the employment or work does not violate Grantee’s duty of loyalty or create a conflict of interest and would not result in Grantee’s disclosure or use of Confidential Information. Grantee’s shall notify the Company’s Human Resources department in writing prior to accepting any such additional employment or contract work so the Company may determine whether such employment violates or would likely violate this subparagraph (b) of the D.C. section of Appendix B-1;
(c)subject to the limitation in subparagraph (a) of the D.C. section of Appendix B-1, the definition of “Restricted Period” shall include the term of Grantee’s employment with the Company Group and the 365 days following the termination of that employment, regardless of the reason;
(d)Grantee acknowledges they received a copy of the Equity RCA, including Appendix B-1, at least 14 calendar days before Grantee began working for the Company Group, if a new hire, or, at least 14 days before Grantee was required to sign the Equity RCA, if already employed by the Company Group at the time Grantee is asked to sign the Equity RCA. If Grantee’s compensation meets the D.C. Non-Compete Earnings Threshold, Grantee further acknowledges that they received the following notice: “The District’s Ban on Non-Compete Agreements Amendment Act of 2020 limits the use of non-compete agreements. It allows employers to request non-compete agreements from highly compensated employees, as that term is defined in the Ban on Non-Compete Agreements Amendment Act of 2020, under certain conditions. Insulet Corporation has determined that you are a highly compensated employee. For more information about the Ban on Non-Compete Agreements Amendment Act of 2020, contact the District of Columbia Department of Employment Services (DOES).”
Florida
If Florida law is deemed to apply:
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(a)Section 4(b) is rewritten as follows: “take on any responsibilities for a Competing Business in which it is reasonably likely that the Grantee would use the Confidential Information or relationships with Covered Customers of the Company Group”.
(b)With respect to Section 4, the Restricted Period shall be reduced by each day of any nonworking portion of the Grantee’s notice period pursuant to a “covered garden leave agreement” between the Grantee and the Company, as defined by Florida Statutes section 542.43(5).
(c)The Grantee acknowledges that they received a copy of this Equity RCA (i) at least seven (7) days before an offer of employment expired if the Grantee is a new hire, or (ii) at least seven (7) days before the date that the offer to enter into this Equity RCA expired, if the Grantee is a current employee of the Company Group.
(d)The Grantee understands that the Grantee has the right to consult with an attorney before executing this Equity RCA.
Georgia:
If Georgia law is deemed to apply: the definition of Confidential Information will be understood to exclude information voluntarily disclosed to the public by the Company Group (excluding unauthorized disclosures by Grantee or others), information that is the result of independent development by others, and information that is otherwise available in the public domain through lawful means. Nothing in this Equity RCA, including the definition of Confidential Information, limits or alters the definition of what constitutes a trade secret under any federal or state law designed to protect trade secrets. In addition, nothing in the customer non-solicit restrictions in Sections 3(d) and (d) shall restrict Grantee from accepting business from a Covered Customer so long as Grantee did not solicit, assist in soliciting, facilitate the solicitation of, provide, or offer to provide services to the Covered Customer (regardless of who first initiated contact) or use Confidential Information to encourage or induce the Covered Customer to withdraw, curtail or cancel its business with the Company Group or in any other manner modify or fail to enter into any actual or potential business relationship with the Company Group.
Illinois:
If Illinois law is deemed to apply, then the following applies to Grantee: (a) the non-compete restrictions in Section 4 shall not apply after Grantee’s employment with the Company Group ends if Grantee earns equal to or less than $75,000 annually (“Illinois Non-Compete Earnings Threshold”) (with the Illinois Non-Compete Earnings Threshold increasing by $5,000 every five (5) years from January 1, 2027 through January 1, 2037); (b) the non-solicit restrictions in Section 3 shall not apply if Grantee earns equal to or less than $45,000 annually (“Illinois Non-Solicit Earnings Threshold”) (with the Non-Solicit Earnings Threshold increasing by $2,500 every five (5) years from January 1, 2027 through January 1, 2037). Grantee further agree that if, at the time Grantee signs the Equity RCA, Grantee’s earnings do not meet the Illinois Non-Compete Earnings Threshold and/or the Illinois Non-Solicit Earnings Threshold, then the non-compete provision contained in Section 4, will automatically become enforceable against Grantee if and when Grantee begins earning an amount equal to or greater than the Illinois Non-Compete Earnings Threshold, and the non-solicit obligations in Section 3 will automatically become enforceable against Grantee if and when Grantee begins earning an amount equal to or greater than the Illinois Non-Solicit Earnings Threshold. In addition, Grantee acknowledges they were given at least fourteen (14) calendar days to review Equity RCA. The Grantee understands that the Company advises the Grantee to consult with an attorney before entering into this Equity RCA.
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Indiana
If Indiana law is deemed to apply, then the definition of “Covered Employee” in Section 3 shall be modified to be limited to those employees who have access to or possess any Confidential Information that would give a competitor an unfair advantage.
Kansas
If Kansas law is deemed to apply, then the following applies to Grantee: (a) Section 3(d) shall be rewritten as follows: “knowingly engage in any conduct that is intended to cause, or could reasonably be expected to cause, a Covered Customer to stop or reduce doing business with the Company Group, or that would involve diverting business opportunities away from the Company Group, for the purpose of competing with the Business; or”, and (b) the definition of “Covered Customer” is modified to mean “any customer or prospective customer that is solicited, produced or serviced, directly or indirectly, by the Grantee or any customer or prospective customer about whom the Grantee, directly or indirectly, had confidential business or proprietary information or trade secrets in the course of the Grantee’s relationship with the customer”.
Louisiana:
If Louisiana law is deemed to apply, then the following applies to Grantee: (a) the definition of “Territory” in Section 4 shall be understood to cover all of the parishes in Louisiana and counties and similar geographic subdivisions outside of Louisiana within the Territory; and (b) the non-solicit restrictions in Sections 3(c) through(f) (as well as the non-compete in Section 4) shall be limited to the foregoing Territory. The parishes in Louisiana include: Acadia, Allen, Ascension, Assumption, Avoyelles, Beauregard, Bienville, Bossier, Caddo, Calcasieu, Caldwell, Cameron, Catahoula, Claiborne, Concordia, DeSoto, East Baton Rouge, East Carroll, East Feliciana, Evangeline, Franklin, Grant, Iberia, Iberville, Jackson, Jefferson, Jefferson Davis, Lafayette, Lafourche, LaSalle, Lincoln, Livingston, Madison, Morehouse, Natchitoches, Orleans, Ouachita, Plaquemines, Pointe Coupee, Rapides, Red River, Richland, Sabine, St. Bernard, St. Charles, St. Helena, St. James, St. John, St. Landry, St. Martin, St. Mary, St. Tammany, Tangipahoa, Tensas, Terrebonne, Union, Vermilion, Vernon, Washington, Webster, West Baton Rouge, West Carroll, West Feliciana, and Winn.
Maine:
If Maine law is deemed to apply, then the following applies to Grantee: (a) Grantee acknowledges that if Grantee is being initially hired by the Company Group that Grantee was notified a noncompete agreement would be required prior to receiving a formal offer of employment from the Company Group and Grantee received a copy of the Equity RCA at least three (3) business days before they were required to sign the Equity RCA; (b) Section 4 will not take effect until one (1) year of employment or a period of six (6) months from the date the Equity RCA is signed, whichever is later; and (c) Section 4 shall not apply if Grantee earns at or below 400% of the federal poverty level.
Maryland:
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If Maryland law is deemed to apply, then the following applies to Grantee: Section 4 shall not apply following termination of Grantee’s employment if Grantee earns equal to or less than 150% of the state minimum wage.
Massachusetts:
If Grantee resides or works in Massachusetts, then the following applies to Grantee:
(a)Section 4 will not apply if Grantee’s employment with the Company Group is terminated without Cause or if Grantee is terminated as part of a reduction in force.
(b)Grantee acknowledges that Grantee has been advised of their right to consult with an attorney about this Equity RCA and has been given an opportunity to do so;
(c)the Restricted Period applicable to Section 4 shall be limited to a period of one (1) year following the cessation of employment by the Company Group (as well as while employed by the Company Group); however, if Grantee breaches their fiduciary duty to the Company Group and/or has unlawfully taken, physically or electronically, any Company Records, then the Restricted Period for Section 4 shall be extended to a period of two (2) years from the cessation of employment with the Company Group;
(d)Grantee acknowledges that if Grantee is being initially hired by the Company Group that Grantee received a copy of this Equity RCA with their first formal offer of employment from the Company Group or at least ten (10) business days before commencement of Grantee’s employment by the Company Group, whichever came first; and if Grantee was already employed by the Company Group at the time of signing this Equity RCA, that Grantee was provided a copy hereof at least ten (10) business days before the effective date of this Equity RCA. If a currently employed Grantee signs the Agreement within ten (10) business days receiving it (“Review Period”), this Equity RCA will not take effect until the calendar day following the end of the Review Period;
(e)Any dispute arising under this Appendix B-1 shall be exclusively finally resolved by a state or federal court located in the county where Grantee resides or the business litigation session of the superior court in Suffolk County, Massachusetts and the Company and Grantee hereby consent to personal jurisdiction therein;
(f)Section 4 shall not apply to Grantee post-employment if Grantee is: classified as non-exempt under the Fair Labor Standards Act; 18 years or younger; or an undergraduate or graduate student in an internship or other short-term employment relationship while enrolled in college or graduate school.
Minnesota:
If Minnesota law is deemed to apply and Grantee entered into this Equity RCA in connection with the start of their employment with the Company Group, Grantee acknowledges that they were provided with notice of this Equity RCA when offered employment and were aware that execution of an agreement with non-solicit restrictions was a requirement of employment when they accepted the Company Group’s offer. In addition, (a) the key relationship non-solicit obligations in Sections 3(e) and (f) and the non-competition obligations in Section 4 shall not apply to Grantee after Grantee’s employment with the
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Company Group ends; and (b) the customer non-solicit obligations in Sections 3(c) and (d) are modified to only prohibit solicitation by Grantee of any Covered Customer to cease or reduce the extent to which it is doing business with the Company Group.
Nebraska:
If Nebraska law is deemed to apply, then the following applies to Grantee: (a) the definition of “Covered Customer” is modified so that it means any persons or entities with which Grantee did business and had personal business-related contact during the Look Back Period; and (b) the definition of “Key Relationship” is modified so that it means vendors, agents, and contractors with which Grantee had personal business-related contact during the Look Back Period. .
Nevada:
If Nevada law is deemed to apply, then the following applies to Grantee: (a) nothing in the Equity RCA precludes Grantee from providing services to any former client or customer or conducting business with a key relationship of the Company Group if: (i) Grantee did not solicit the former customer, client, or key relationship; (ii) the customer, client or key relationship voluntarily chose to leave and seek services from Grantee; and (iii) Grantee is otherwise complying with the limitations in this Equity RCA as to time and scope of activity to be restrained; (b) the non-compete obligations in Section 4 will not become effective until Grantee has either been employed by the Company Group for sixty (60) days or received $5,000 in wages from the Company Group; (c) if Grantee is paid solely on an hourly wage basis (exclusive of tips and gratuities), the non-compete in Section 4 shall not apply; and (d) if Grantee’s employment with the Company Group is terminated as a result of a reduction in force, reorganization or similar restructuring, the non-compete covenant in Section 4 will only be enforceable during the period in which the Company or an Affiliate is paying Grantee’s salary, benefits or equivalent compensation, including without limitation, severance pay, if it elects to make such a payment.
New Hampshire:
If New Hampshire law is deemed to apply, then the following applies to Grantee: (a) Section 4 does not apply if Grantee earns an hourly rate less than or equal to 200 percent of the federal minimum wage; and (b) Grantee acknowledges that Grantee was given a copy of this Equity RCA prior to a change in job classification or the offer of employment.
New York:
If New York law is deemed to apply, then the following applies to Grantee: the definition of “Covered Customer” in Section 3 is modified to exclude those customers who became a customer of the Company Group as a result of Grantee’s independent contact and business development efforts with the customer prior to and independent from his/her employment with the Company Group.
North Carolina:
If North Carolina law is deemed to apply, then the following applies to Grantee: the Look Back Period shall be calculated looking back one (1) year from the date the employment ends or two (2) years from the date of enforcement and not from the date employment ends, whichever provides the Company Group the greatest protection and is enforceable under applicable law.
North Dakota:
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If North Dakota law is deemed to apply, then the following applies to Grantee: the non-solicit restrictions in Section 3(c) through (f) and the noncompetition restriction in Section 4 shall not apply after Grantee’s employment with the Company Group ends. However, any conduct relating to the solicitation of Company Group’s customers, key relationships or employees that involves the misappropriation of the Company Group’s trade secret information, such as its protected customer information, will remain prohibited conduct at all times, and nothing in this Equity RCA shall be construed to limit or eliminate any rights or remedies the Company would have against Grantee under trade secret law, unfair competition law, or other laws applicable in North Dakota absent this Equity RCA.
Oklahoma:
If Oklahoma law is deemed to apply, then the following applies to Grantee: (a) Sections 3(c) and (d) are rewritten as follows: “directly solicit the established customers of the Company Group for the purpose of doing any business that would compete with the Company Group’s Business”; and (b) the noncompetition restrictions in Section 4 shall not apply after Grantee’s employment with the Company Group ends.
Oregon:
If Oregon law is deemed to apply, then: unless the Company Group chooses to compensate Grantee as allowed under the Oregon Noncompete Act (Or. Rev. Stat. §653 et seq.), the noncompetition restrictions in Section 4 shall only apply to Grantee after their employment with the Company Group ends if the Grantee: (a) is engaged in administrative, executive or professional work and performs predominantly intellectual, managerial, or creative tasks, exercises discretion and independent judgment and earns a salary or is otherwise exempt from Oregon's minimum wage and overtime laws; ; and (b) the total amount of Grantee’s annual gross salary and commission, calculated on an annual basis, at the time of Grantee’s termination, exceeds $116,427 (or the earnings threshold in effect based on annual adjustment for inflation pursuant to the Consumer Price Index for All Urban Consumers, West Region (All Items), as published by the Bureau of Labor Statistics of the United States Department of Labor immediately preceding the calendar year of Grantee’s termination). In addition, if Grantee is a new employee, Grantee acknowledges that they were notified in a written offer of employment received two (2) weeks before the commencement of employment that a noncompetition agreement was a condition of employment. If the Grantee is a current employee, the Grantee acknowledges that the non-compete agreement contained in Section 4 is entered into upon a subsequent bona fide advancement of the employee by the employer.
Rhode Island:
If Rhode Island law is deemed to apply, then Section 4 shall not apply to Grantee post-employment if Grantee is: classified as non-exempt under the Fair Labor Standards Act; an undergraduate or graduate student in an internship or short-term employment relationship; 18 years of age or younger; or a low wage employee (defined as earning less than 250% of the federal poverty level).
South Dakota
If South Dakota law is deemed to apply, then: (a) the customer non-solicit restrictions in Sections 3(c) and (d) shall only apply in the Territory following the termination of the Grantee’s employment with the Company Group, and (b) the definition of the “Territory” in Section 4 is limited to locations in which the Company Group continues to engage in the Business.
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Virginia:
If Virginia law is deemed to apply, then: (a) Section 4(b) of the non-compete shall not apply after Grantee’s employment with the Company Group ends; (b) the customer and key relationship non-solicit obligations in Sections 3(c) through (f) shall not restrict the Grantee from providing service to a customer or client of the Company Group if the Grantee did not initiate contact with or solicit the customer or client; (c) the Company and Grantee agree that the non-compete and non-solicit obligations are reasonably limited in nature and do not prohibit employment with a competing business in a non-competitive position; and (d) if Grantee resides in Virginia and their average weekly earnings calculated as provided for under Code of Virginia §40.1-28.7:7, are less than the average weekly wage of the Commonwealth as determined pursuant to Code of Virginia §65.2-500(B) or Grantee otherwise qualifies as a “low- wage employee” under the Code of Virginia then the noncompete obligation in Section 4(a) shall not apply to Grantee following the termination of the Grantee’s employment with the Company Group. Grantee shall not be considered a “low-wage employee” if Grantee’s earnings are derived, in whole or in predominant part, from sales commissions, incentives, or bonuses paid to Grantee by the Company Group.
Washington: If Washington law is deemed to apply, then:
(a)Unless Grantee earns from the Company Group more than $126,858.83 in Box 1 W-2 annual compensation, as adjusted annually for inflation by the Washington State Department of Labor & Industries (“Washington Earnings Threshold”), after Grantee’s employment with the Company Group ends:
(1)the non-compete in Section 4 shall not apply;
(2)the definition of “solicit” in Section 3 shall not apply;
(3)the customer non-solicit obligations in Sections 3(c) and (d) are modified to only prohibit solicitation by Grantee of any Covered Customer to cease or reduce the extent to which it is doing business with the Company Group, in accordance with the definition of a “Non-solicitation agreement” under Rev. Code of Wash. (“RCW”) §§49.62.005 - 900);
(4)the key relationship non-solicit in Sections 3(e) and (f) shall not apply; and
(5)the employee non-solicit obligations in Sections 3(a) and (b) are modified to only prohibit solicitation by Grantee of any Covered Employee to leave their employment with the Company Group, in accordance with the definition of a “non-solicitation agreement” under RCW §§49.62.005 – 900.
(b)If, at the time Grantee signs the Equity RCA, their earnings do not meet the Washington Earnings Threshold, then the modifications in subparagraphs (a)(1) through (5) of the Washington section of this Appendix B-1 shall no longer apply and Sections 3 and 4 of the Equity RCA will automatically become enforceable against Grantee as originally drafted if and when Grantee begins earning an amount more than the Washington Earnings Threshold annually.
(c)If Grantee exceeds the Washington Earnings Threshold and Grantee’s employment is terminated as a result of a lay-off, the modifications in subparagraphs (a)(1) through (5) of the Washington section of this Appendix B-1 shall apply unless, for the period the Company chooses to enforce the covenants as originally drafted, the Company or an Affiliate provides Grantee with
38

compensation equivalent to their base salary at the time of termination, minus the amount of any compensation Grantee earns through employment after the end of their employment with the Company Group, which Grantee agrees to promptly and fully disclose. For purposes of this section, “layoff” means termination of Grantee’s employment by the Company Group for reasons of the Company Group’s insolvency or other purely economic factors, and specifically excludes termination of Grantee’s employment for any other reason, either with or without cause.
(d)Nothing in this Equity RCA shall restrict Grantee from having an additional job, supplementing their income by working for another employer, working as an independent contractor, or being self-employed if Grantee does not earn at least twice the Washington minimum hourly wage, though Grantee will still be subject to the common law duty of loyalty and the Company’s Code of Conduct.
(e)In addition to the other forms of Protected Conduct, nothing in the Equity RCA prohibits disclosure or discussion of conduct Grantee reasonably believes to be illegal discrimination, illegal harassment, illegal retaliation, a wage and hour violation, or sexual assault, or that is recognized as against a clear mandate of public policy.
(f)If entering into this Equity RCA in connection with the start of their employment with the Company Group, Grantee acknowledges and agrees that Grantee has had the opportunity to review and consider the terms of the Equity RCA, including this Appendix B-1, before accepting an offer of employment with the Company Group. If entering into this Equity RCA after the commencement of employment, Grantee acknowledges they received independent consideration for the covenants in this Equity RCA and had sufficient advance notice to consider this Equity RCA before accepting it.
Wisconsin:
If Wisconsin law is deemed to apply, then the following applies to Grantee: (a) Sections 3(a) and (b) are rewritten as follows: “(a) participate in soliciting any Covered Employee of the Company Group that is in a Sensitive Position to leave the employment of the Company Group on behalf of (or for the benefit of) a Competing Business; or (b) knowingly assist a Competing Business in efforts to hire a Covered Employee away from the Company Group; or”; and (b) the definition of “Sensitive Position” is modified to refer to an employee of the Company Group who is uniquely essential to the management, organization, or service of the Company Group.


39
Exhibit 10.24

INSULET CORPORATION
2025 STOCK OPTION AND INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
COVER SHEET
Insulet Corporation, a Delaware corporation (the “Company”), hereby grants restricted stock units (“RSUs”) for shares of the Company’s common stock, par value $0.001 (the “Stock”), to you, subject to the vesting and other conditions set forth below and in the attached Restricted Stock Unit Agreement, including Appendix A and Appendix B attached thereto (the “Agreement”) and in the Insulet Corporation 2025 Stock Option and Incentive Plan, as amended from time to time (the “Plan”).
Grant Date:
«Grant__Date»

Name of Grantee:
«First__Name» «Last__Name»

Number of shares of Stock underlying the RSUs covered by this Agreement:
«Units_Granted»

Vesting Schedule:


Except as otherwise provided in this Agreement, the number of shares of Stock underlying the RSUs covered by this Agreement shall vest in substantially equal installments on the first, second, and third anniversary of the Grant Date (each a “Vesting Date”), provided that you remain in continuous Service from the Grant Date until the applicable Vesting Date.
IMPORTANT NOTICE: To avoid cancellation of the RSUs, you must affirmatively accept the grant of RSUs and the terms of this Agreement within 60 (sixty) days of the Grant Date. Follow the procedure described on the Fidelity website to accept your RSUs within such 60 (sixty)-day period; failure to do so will result in the automatic forfeiture and cancellation of the RSUs.
By electronically accepting this Agreement, you agree that you have carefully read, fully understand and agree to all of the terms and conditions described in this Agreement, including, without limitation, any country-specific terms in Appendix A and the restrictive covenants in Appendix B (for U.S. residents), and in the Plan. You acknowledge and agree


that, if there is any conflict between the terms of the Plan and this Agreement, the Plan’s terms govern.
This is not a stock certificate or a negotiable instrument.



INSULET CORPORATION
2025 STOCK OPTION AND INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock UnitsThis Agreement evidences an award of RSUs in the number set forth on the cover sheet of this Agreement and subject to the terms and conditions set forth in this Agreement and in the Plan.
Transfer of Unvested RSUsRSUs may not be sold, assigned, transferred, pledged, hypothecated, or otherwise encumbered, whether by operation of law or otherwise, nor may the RSUs be made subject to execution, attachment, or similar process. If you attempt to do any of these things, you will immediately and automatically forfeit the RSUs.
Vesting
The RSUs covered by this Agreement shall vest in accordance with the vesting schedule set forth on the cover sheet of this Agreement.

Upon a Vesting Date, any fractional shares shall be rounded to the nearest whole share, but in the event that such rounding convention would otherwise result in your vesting in more than the number of shares of Stock underlying the RSUs covered by this Agreement, any fractional share shall be rounded down to the nearest whole share.
Except as otherwise provided in this Agreement, no additional RSUs will vest after your Service has terminated for any reason. For purposes of the RSUs, a termination of Service will be deemed to have occurred as of the date you are no longer providing active services to the Company or any of its Subsidiaries or Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or otherwise rendering services, or the terms of your employment or service agreement, if any) and will not be extended by any notice period (e.g., your Service relationship will not include any contractual notice period or period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or otherwise rendering services or the terms of your employment or service agreement, if any).


Leaves of Absence
For purposes of this Agreement, your Service does not terminate when you are on a bona fide leave of absence that was approved by the Company or an Affiliate or Subsidiary who is your employer (the “Employer”) in writing if the terms of the leave provide for continued Service crediting or when continued Service crediting is required by Applicable Laws. Your Service terminates in any event when the approved leave ends unless you immediately return to active employment with the Employer.
The Company, in its sole discretion, determines which leaves count for this purpose and when your Service terminates for all purposes under the Plan.


Retirement
If your Service terminates after the date that is six (6) months following the Grant Date and you meet the requirements of Retirement (as defined below), the RSUs covered by this Agreement shall vest as follows:
(i)If you satisfy the Rule of 65, the RSUs shall immediately become fully (100%) vested as of the date of such termination.
(ii)If you satisfy the Rule of 60, the RSUs shall vest on a pro-rata basis as of the date of such termination, such that the additional amount vesting herein shall be equal to a pro-rata portion of the RSUs less any portion of the RSUs that was vested prior to Retirement. The pro-rata portion shall be determined by multiplying the total number of RSUs covered by this Agreement by a fraction, the numerator of which shall be the number of days of your Service completed from the Grant Date through the date of termination, and the denominator of which shall be the total number of days in the full vesting period applicable to the RSUs under this Agreement. Any remaining unvested RSUs shall automatically and immediately be forfeited to the Company without consideration.
For purposes of this Agreement, you shall be considered to meet the requirements of “Retirement” if:
a)your Service terminates, other than by the Company for Cause (as defined below), and you satisfy either (x) the “Rule of 65”, meaning the sum of your age and number of years of continuous Service equals sixty-five (65), provided you are at least fifty-five (55) years of age and have completed at least five (5) years of continuous Service at the time of termination, or (y) the “Rule of 60”, meaning the sum of your age and number of years of continuous Service equals at least sixty (60), provided you are at least fifty (50) years of age and have completed at least four (4) years of continuous Service at the time of termination. Solely for purposes of calculating your age and number of years of continuous Service under the Rule of 60, (1) each full year shall count as 1, and (2) an uncompleted year shall be calculated on a monthly basis where each full month shall count as 0.0833, and any uncompleted month shall count as 0;
b)you remain in full compliance with all applicable restrictive covenants contained in Appendix B hereto (if you are a U.S. resident) and in any other agreement between you and the Company or its Affiliates, including, without limitation, any covenants relating to confidentiality, non-competition, non-solicitation, non-disparagement, and cooperation, throughout the period during which any RSUs remain unvested or any shares in respect thereof remain subject to delivery or settlement; and
c)if your termination of Service is voluntary, you have provided the Company with at least 120 days’ (or such other longer period requested by the Company or applicable Affiliate) prior written notice of the proposed termination date.
To the extent that a court or tribunal of competent jurisdiction determines that this Retirement provision is invalid or unenforceable, in whole or in part, due to any applicable law (including but not limited to age discrimination rules), the Company, in its sole discretion, shall have the power and authority to revise or strike such provision to the extent necessary to make it valid and enforceable to the full extent permitted under Applicable Law.

For purposes of this Agreement, “Cause” means the occurrence of any one or more of the following events:
a)conduct by you constituting an act of willful misconduct in connection with the performance of your duties, including, without limitation, misappropriation of funds or property of the Company or any Affiliate; or
b)your commission of an act of fraud, embezzlement, misappropriation of funds, misrepresentation, malfeasance, or other material act of misconduct, in each case, against the Company or any Affiliate; or
c)the commission of, conviction of, indictment for, or plea of guilty or nolo contendere by you of any felony or misdemeanor involving moral turpitude, deceit, dishonesty or fraud, or any conduct by you that results or could reasonably be expected to result in material injury or harm, including economic, business or reputational injury or harm, to the Company or any Affiliate; or
d)the material failure by you to perform the duties and responsibilities of your job as required by the Company or the willful non-performance by you of your duties hereunder (other than by reason of your physical or mental illness, incapacity or disability); or
e)a breach by you of any of the provisions contained in Appendix B hereto or of any confidentiality, non-disclosure, non-competition, non-solicitation, or other restrictive covenant agreement by and between you and the Company or any Affiliate; or
f)a material violation by you of the policies of the Company or any of its Affiliates, including, without limitation, Code of Business Conduct and Ethics, Corporate Governance Guidelines, policies relating to employment, privacy, and insider trading, and any other policy; or
g)willful failure to cooperate with an internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or other materials relevant to such investigation or the willful inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation.


Death, Disability and Termination in Connection with a Change in Control
If your Service is terminated (i) due to your death or Disability or (ii) by the Company without Cause or by you for Good Reason, in each case, on or within 24 months after a Change in Control, the RSUs covered by this Agreement shall immediately become fully (100%) vested as of your employment termination date.
For purposes of this Agreement, “Good Reason” shall mean that you have complied with the Good Reason Process (hereinafter defined) following the occurrence of any of the following events, without your consent: (i) a material diminution in your responsibilities, authority or duties; (ii) a material reduction in your then current base salary except for across-the-board salary reductions similarly affecting all or substantially all similarly situated employees; or (iii) the relocation of the Company offices at which you are principally employed to a location more than fifty (50) miles from such offices. “Good Reason Process” shall mean: (i) you reasonably determine in good faith that a Good Reason condition has occurred; (ii) you notify the Company in writing of the occurrence of the Good Reason condition within thirty (30) calendar days of the occurrence of such condition; (iii) you cooperate in good faith with the Company’s efforts, for a period of thirty (30) calendar days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist following the Cure Period; and (v) you terminate your Service relationship within thirty (30) calendar days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.
Forfeiture of RSUs
Unless the termination of your Service triggers accelerated vesting or other treatment of the RSUs pursuant to the express terms of this Agreement, the Plan, or otherwise, you will automatically forfeit to the Company all of the unvested RSUs as of your termination of Service.
If your Service is terminated for Cause, or if, following your termination of Service for any reason and until the first anniversary of such termination, the Company becomes aware of conduct or activity by you that occurred during or following your Service that, in the judgment of the Company, could have reasonably been expected to constitute Cause had it been known at the time of termination, then: (i) you shall automatically and immediately forfeit to the Company all RSUs, whether vested but unsettled or unvested, and such RSUs shall thereupon automatically and immediately be cancelled and of no further force or effect; and (ii) the Company shall have the right, in its sole and absolute discretion, to require the return to the Company of any shares delivered in respect of the RSUs, or, if such shares have been sold or otherwise transferred, to recover from you the gross proceeds of such sale or transfer.
The Company’s rights under this section shall be in addition to, and not in limitation of, any other rights or remedies available to the Company, whether under this Agreement, any other agreement, policy, or plan of the Company (including the Company’s Compensation Recoupment Policy or any other Company clawback or recoupment policy or Applicable Law that requires the repayment by you to the Company of compensation paid by the Company or your Employer to you), or otherwise at law or in equity.
Delivery
Delivery of the shares of Stock represented by your vested RSUs shall be made within thirty (30) calendar days of the applicable Vesting Date or, if earlier, a termination of your Service that results in the RSUs becoming vested.


Evidence of Issuance    The issuance of the shares of Stock underlying the RSUs covered by this Agreement shall be evidenced in such a manner as the Company, in its discretion, deems appropriate, including, without limitation, book-entry or direct registration or the issuance of one or more Stock certificates. You will have no further rights with regard to a RSU once the share of Stock related to such RSU has been issued to you.
Withholding
Regardless of any action taken by the Company or, if different, your Employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (the “Tax-Related Items”) is and remains your responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. You further acknowledge that the Company and the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including but not limited to, the grant or vesting of the RSUs, the issuance of shares of Stock upon vesting of the RSUs, the subsequent sale of shares of Stock acquired pursuant to such vesting or the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the RSUs or any aspect of Plan to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former Employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
In connection with any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company and the Employer to satisfy all Tax-Related Items. To satisfy any withholding obligations of the Company and/or the Employer with respect to Tax-Related Items, you authorize the Company and the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one (or a combination) of the following:
(i)    withholding from your wages or other cash compensation paid to you by the Company or the Employer;
(ii)    withholding from proceeds of the sale of shares of Stock acquired upon settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent);
(iii)    requiring you to tender a cash payment to the Company or the Employer in the amount of the Tax-Related Items; and/or
(iv)    withholding shares of Stock otherwise deliverable upon settlement of the RSUs.
Notwithstanding the foregoing if you are subject to Section 16 of the Exchange Act, the Company will withhold shares of Stock to satisfy any applicable Tax-Related Items withholding upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is not feasible under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i), (ii) and (iii) above or as otherwise approved by the Committee.
Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering minimum statutory withholding amounts or other withholding rates, including maximum applicable rates in your jurisdiction(s). In the event of over-withholding, you may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent in shares of Stock), or, if not refunded, you may seek a refund from the applicable tax authorities. In the event of under-withholding, you may be required to pay additional Tax-Related Items directly to the applicable tax authorities or to the Company or the Employer. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, you will be deemed to have been issued the full number of shares of Stock subject to the RSUs, notwithstanding that a number of shares of Stock are held back solely for the purpose of satisfying the Tax-Related Items.
Finally, you agree to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your participation in the Plan and that cannot be satisfied by the means previously described. The Company may refuse to issue and/or deliver shares of Stock or proceeds from the sale of shares of Stock, if you fail to comply with your obligations in connection with the Tax-Related Items.


Nature of GrantIn accepting the RSUs, you acknowledge, understand and agree that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, and the Company may amend, modify, suspend or terminate the Plan at any time, to the extent permitted by the Plan; (b) the Plan is operated and the RSUs are granted solely by the Company, and only the Company is a party to this Agreement; accordingly, any rights you may have under this Agreement, including related to the RSUs, may be raised only against the Company and not any Subsidiary or Affiliate (including, but not limited to, the Employer); (c) the grant of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs or benefits in lieu of RSUs, even if RSUs have been granted in the past; (d) all decisions with respect to future RSUs or other grants, if any, will be at the sole discretion of the Company; (e) this Agreement does not give you the right to remain retained or employed by the Company or your Employer (or any of their Subsidiaries or Affiliates) in any capacity; (f) the Company and your Employer (or any of their Subsidiaries or Affiliates) reserve the right to terminate your Service at any time and for any reason, in accordance with Applicable Laws; (g) if you are not providing Service to the Company or your Employer, this RSU grant does not establish an employment or other Service relationship with the Company; (h) you are voluntarily participating in the Plan; (i) the RSUs and the shares of Stock subject to the RSUs, and the income from and value of same, are not intended to replace any pension rights or compensation; (j) the RSUs and the share of Stock subject to the RSUs, and the income from and value of same, are not part of normal or expected compensation for purposes of, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits or similar mandatory payments; (k) the future value of the shares of Stock subject to the RSUs is unknown, indeterminable, and cannot be predicted with certainty; (l) no claim or entitlement to compensation or damages shall arise from the forfeiture of the RSUs or recovery by the Company of any shares of Stock resulting from (i) the termination of your Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment or other laws in the jurisdiction where you are employed or otherwise rendering services, or the terms of your employment or service agreement, if any) and/or (ii) the application of any recoupment, recovery or clawback policy, as described in the “Clawback” section below or in the “Forfeiture of RSUs” section above; (m) unless otherwise agreed with the Company, the RSUs and shares of Stock acquired under the Plan, and the income from and value of same, are not granted as consideration for, or in connection with, any Service you may provide as a director of any Subsidiary or Affiliate; (n) unless otherwise provided in the Plan or by the Company in its discretion, the RSUs and the benefits evidenced by the Agreement do not create any entitlement to have the RSUs transferred to, or assumed by, another company, nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Stock; and (o) the following provisions shall be applicable only to employees outside the United States: (i) the RSUs and the shares of Stock subject to the RSUs, and the income from and value of same, are not part of normal or expected compensation for any purpose; and (ii) neither the Company, the Employer, nor any other Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the U.S. Dollar that may affect the value of the RSUs or of any amounts due to you upon vesting or the subsequent sale of shares of Stock acquired under the Plan.


Data Privacy
Data Collection and Usage. The Company and any Subsidiaries or Affiliates, including the Employer, may collect, process and use certain personal information about you, including, but not limited to, your name, home address and telephone number, email address, date of birth, social security, social insurance, passport or other identification number, salary, nationality, job title, any shares of Stock or directorships held in the Company or any of its Subsidiaries or Affiliates, details of all awards or any other entitlement to shares of Stock or equivalent benefits awarded, canceled, exercised, vested, unvested or outstanding in your favor (“Data”), for the purposes of implementing, administering and managing the Plan. The legal basis, where required, for the processing of Data by the Company and the third-party service providers described below is the necessity of the data processing for the Company to perform its contractual obligations under this Agreement and the Company’s legitimate business interest of managing the Plan and generally administering the Awards.
California residents please note, the categories of personal information, including sensitive personal information, are (i) identifiers, (ii) characteristics of protected classifications under California or federal law, (iii) professional or employment related information, (iv) social security, driver’s license, state identification card, or passport number, and (v) any personal information that identifies, relates to, describes, or is capable of being associated with a particular individual. The personal information is not sold or shared for cross-context behavioral advertising. The California Consumer Privacy Act Policy is available at Insulet's California Privacy Policy.
Plan Administration Service Providers. The Company transfers Data to Fidelity Stock Plan Services, LLC (“Fidelity”), an independent service provider based in the United States, which assists the Company with the implementation, administration and management of the Plan. You acknowledge and understand that Fidelity will open an account for you to receive and trade shares of Stock acquired under the Plan and that you will be asked to agree on separate terms and data processing practices with Fidelity, with such agreement being a condition to the ability to participate in the Plan. The legal basis for the transfer of Data by the Company to Fidelity is your consent. As a result, in the absence of appropriate safeguards such as standard data protection clauses, the processing of your Data in the United States or, as the case may be, other countries, may not be subject to substantive data processing principles or supervision by data protection authorities. In addition, you may not have enforceable rights regarding the processing of Data in such countries. The Company provides appropriate safeguards for protecting Data that it receives in the United States through its adherence to data transfer agreements entered into between the Company and its Subsidiaries and Affiliates within the EU and other non-U.S. jurisdictions.
International Data Transfers. The Company and its service providers are based in the United States. Your country or jurisdiction may have different data privacy laws and protections than the United States. The Company’s legal basis, where required, for the transfer of Data is your consent.
Data Retention. The Company will hold and use Data only as long as is necessary to implement, administer and manage your participation in the Plan, or as required to comply with legal or regulatory obligations, including under tax and securities laws.
Voluntariness and Consequences of Consent Denial or Withdrawal. Participation in the Plan is voluntary, and you are providing the consents herein on a purely voluntary basis. You understand that you may withdraw your consent at any time with future effect for any or no reason. If you do not consent, or if you later seek to revoke your consent, your salary from or employment and career with the Employer will not be affected; the only consequence of refusing or withdrawing your consent is that the Company would not be able to grant RSUs or other equity awards to you or administer or maintain your participation in the Plan.
Data Subject Rights. You may have a number of rights under data privacy laws in your jurisdiction. Depending on where you are based, such rights may include the right to (i) request access or copies of Data the Company processes, (ii) rectification of incorrect Data, (iii) deletion of Data, (iv) restrictions on processing of Data, (v) portability of Data, (vi) lodge complaints with competent authorities in your jurisdiction, and/or (vii) receive a list with the names and addresses of any potential recipients of Data. To receive clarification regarding these rights or to exercise these rights, you can contact your local human resources representative.
Alternative Basis for Data Processing/Transfer. You understand that in the future, the Company may rely on a different legal basis for the processing and/or transfer of Data and/or request that you provide another data privacy consent form. Upon request of the Company or the Employer, you agree to provide an executed data privacy consent form (or any other agreements or consents) that the Company and/or the Employer may deem necessary to obtain from you for the purpose of administering your participation in the Plan in compliance with the data privacy laws in your country, either now or in the future. You understand and agree that you will not be able to participate in the Plan if you fail to provide any such consent or agreement requested by the Company and/or the Employer.


Compliance with Law
Notwithstanding any other provision in the Plan or this Agreement, unless there is an available exemption from registration, qualification or other legal requirement applicable to the shares of Stock, the Company shall not be required to issue any shares of Stock to you prior to the completion of any registration or qualification of the shares of Stock under any U.S. or non-U.S. local, state or federal securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or of any other governmental body, or prior to obtaining any approval or other clearance from any U.S. or non-U.S. local, state or federal governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. You understand that the Company is under no obligation to register or qualify the shares of Stock with the SEC or any other state or non-U.S. securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of shares of Stock. Further, you agree that the Company shall have unilateral authority to amend the Agreement to the extent necessary to comply with securities or other laws applicable to the issuance of shares of Stock.
Stockholder RightsYou, or your estate or heirs, do not have any of the rights of a stockholder with respect to any RSU unless and until the share of Stock underlying the RSU has been issued and either a certificate evidencing your Stock has been issued or an appropriate entry has been made on the Company’s books.
Adjustments
In the event of a stock split, a stock dividend, or other similar change in the Stock, the number of RSUs covered by this Agreement shall be adjusted pursuant to Section 16 the Plan.
The RSUs shall be subject to the terms of the agreement of merger, consolidation, liquidation, or reorganization in the event the Company is subject to such corporate activity in accordance with the terms of the Plan.
Clawback
The RSUs covered by this Agreement, and the shares of Stock that may be issued hereunder (including the proceeds from any sale of such shares of Stock), are subject to mandatory repayment by you to the Company to the extent you are or in the future become subject to the Company’s Compensation Recoupment Policy or any other Company clawback or recoupment policy or Applicable Law that requires the repayment by you to the Company of compensation paid by the Company or your Employer to you.

Without limiting the foregoing, if the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws and you knowingly engaged in the misconduct, were grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct, or were grossly negligent in failing to prevent the misconduct, you shall reimburse the Company the amount of any payment in settlement of this RSU Award earned or accrued during the twelve (12)-month period following the first public issuance or filing with the SEC (whichever first occurred) of the financial document that contained such material noncompliance.
In order to satisfy any recoupment obligation arising under any clawback or compensation recovery policy that the Company adopts, including the Company’s Compensation Recoupment Policy, or otherwise under Applicable Laws or under the terms of this “Clawback” section or the section of this Agreement addressing “Forfeiture of RSUs,” you expressly and explicitly authorize the Company to issue instructions, on your behalf, to Fidelity or any other brokerage firm or stock plan service provider engaged by the Company to hold any shares of Stock or other amounts acquired pursuant to the RSU Award to re-convey, transfer or otherwise return such shares of Stock and/or other amounts to the Company.
No recovery of compensation under this section will be an event giving rise to a right to resign for Good Reason or be deemed a “constructive termination” (or any similar term) as such terms are used in any agreement between you and the Company or any Subsidiary or Affiliate.


Non-U.S ProvisionsNotwithstanding any other provisions in this Agreement, the RSUs covered by this Agreement shall be subject to any special terms and conditions set forth in Appendix A that are or may be applicable to you because of your work location and/or place of residence. Moreover, if you relocate to one of the countries included in Appendix A, the special terms and conditions for such country will apply to you, to the extent that the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. Appendix A constitutes part of this Agreement.
Restrictive Covenants
U.S. Residents: In consideration for and as a condition to the award of RSUs under this Agreement, you agree to the terms and conditions set forth in Appendix B to this Agreement, as may be modified or supplemented by Appendix B-1 thereto. Appendix B and Appendix B-1 constitute part of this Agreement. In the event of any conflict between any restrictive covenants contained in Appendix B and any restrictive covenants in any other agreement between you and the Company or any Affiliate, including, without limitation, any covenants relating to confidentiality, non-competition, non-solicitation, non-disparagement, or cooperation, the provisions of Appendix B shall govern.
Non-U.S. Residents: In consideration for and as a condition of the award of RSUs under this Agreement, you reaffirm acceptance of any restrictive covenants in any agreement between you and the Company or any Affiliate, including, without limitation, any covenants relating to confidentiality, non-competition, non-solicitation, non-disparagement, or cooperation. For avoidance of doubt, a breach of any such restrictive covenants shall constitute Cause, as defined in this Agreement.
No Advice Regarding GrantThe Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or the acquisition or sale of shares of Stock. You should consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.
Governing Law; Venue
This Agreement will be interpreted and enforced under the laws of the State of Delaware, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. For purposes of any action, lawsuit or other proceedings brought to enforce this Agreement, relating to it, or arising from it, you hereby submit to and consent to the sole and exclusive jurisdiction of the courts of Middlesex County, Massachusetts, or the federal courts for the U.S. for the District of Massachusetts, and no other courts, where this grant is made and/or to be performed.


The Plan
The text of the Plan is incorporated in this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan and have the meaning set forth in the Plan.
This Agreement and the Plan constitute the entire understanding between you and the Company regarding the RSUs covered by this Agreement. Any prior agreements, commitments, or negotiations concerning the RSUs covered by this Agreement are replaced and superseded; provided, however, that if this Agreement or the Plan provide a level of benefits with respect to the RSUs covered by this Agreement that differs from the level of benefits provided under the Insulet Corporation Amended and Restated Executive Severance Plan or the Insulet Corporation Severance Plan, in each case, as amended, then the terms of the plan that provides for the more favorable benefit to you shall govern.
Insider Trading/Market Abuse Laws
You understand that you may be subject to insider trading restrictions and/or market abuse laws, in applicable jurisdictions, including but not limited to the United States, your country and any stock plan service provider’s country, which may affect your ability, directly or indirectly, to purchase or sell, or attempt to sell or otherwise dispose of shares of Stock, rights to shares of Stock (e.g., RSUs) or rights linked to the value of shares of Stock during such times as you are considered to have “inside information” regarding the Company (as defined by the laws in the applicable jurisdiction).  Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you placed before you possessed inside information. Furthermore, you could be prohibited from (i) disclosing the inside information to any third party, including fellow employees (other than on a “need to know” basis), and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy.  It is your responsibility to comply with any applicable restrictions and you should consult with your personal legal advisor on this matter.
LanguageYou acknowledge that you are sufficiently proficient in English, or have consulted with an advisor who is sufficiently proficient in English, so as to allow you to understand the terms and conditions of this Agreement. If you have received this Agreement, or any other document(s) related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control, unless otherwise explicitly required by Applicable Laws.
Imposition of Other RequirementsThe Company reserves the right to impose other requirements on your participation in the Plan and on any shares of Stock acquired under the Plan, if the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
Foreign Asset/Account Reporting RequirementsYou acknowledge that there may be certain foreign asset and/or account reporting requirements which may affect your ability to acquire or hold shares of Stock or cash received from participating in the Plan (including from any dividends paid on shares of Stock) in a brokerage or bank account outside your country. You may be required to report such accounts, assets or related transactions to the tax or other authorities in your country. You also may be required to repatriate sale proceeds or other funds received as a result of your participation in the Plan to your country within a certain time after receipt. You acknowledge that it is your responsibility to comply with such regulations, and you should speak to your personal legal advisor on this matter.


SeverabilityThe provisions of this Agreement are severable and if any one or more of the provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions will nevertheless be binding and enforceable
WaiverYou acknowledge that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by you or any other Grantee.


Electronic DeliveryBy accepting the RSUs covered by this Agreement, you consent to receive documents related to such RSUs by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company. Your consent shall remain in effect throughout your term of Service and thereafter until you withdraw such consent in writing to the Company.
Code Section 409A
The grant of RSUs covered by this Agreement is intended to be exempt from or, to the extent subject thereto, to comply with, Code Section 409A (“Section 409A”), and accordingly, to the maximum extent permitted, this Agreement will be interpreted and administered to be exempt from, or in compliance with, Section 409A. Notwithstanding anything to the contrary in the Plan or this Agreement, neither the Company, its Subsidiaries or Affiliates, the Board, nor the Committee will have any obligation to take any action to prevent the assessment of any excise tax or penalty on you under Section 409A, and neither the Company, its Subsidiaries or Affiliates, the Board, nor the Committee will have any liability to you for such tax or penalty.
For purposes of the Agreement, a termination of Service only occurs upon an event that would be a Separation from Service.
Notwithstanding anything in the Agreement to the contrary, if at the time of your Separation from Service, (i) you are a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time), and (ii) the Company makes a good faith determination that an amount payable on account of such Separation from Service to you constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six (6)-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A (the “Delay Period”), then the Company will not settle the vesting of RSUs subject to this Agreement that are considered deferred compensation on the otherwise scheduled Vesting Date but will instead settle such vesting on the first trading day that occurs immediately after the expiration of the Delay Period (or upon your death, if earlier), without interest thereupon.
By electronically accepting this Agreement, you agree to all of the terms and conditions described in this Agreement and in the Plan.

______________________________
Grantee Name
Grantee Acceptance Date


APPENDIX A
TO THE
RESTRICTED STOCK UNIT AGREEMENT
UNDER THE INSULET CORPORATION
2025 STOCK OPTION AND INCENTIVE PLAN
Capitalized terms used but not defined in this Appendix have the meanings set forth herein or in the Plan.
Terms and Conditions
This Appendix includes additional terms and conditions that govern this RSU Award if you reside and/or work in one of the countries listed herein. If you are a citizen or resident of a country other than the one in which you are currently residing and/or working, transfer employment and/or residency to another country after receiving the grant of RSUs, or are considered a resident of another country for local law purposes, the Company shall, in its discretion, determine to what extent the terms and conditions herein will apply to you.
Notifications
This Appendix also includes information regarding taxes and certain other issues of which you should be aware with respect to participation in the Plan. The information is based on the securities, exchange control, income tax and other laws in effect in the respective countries as of January 2026. Such laws are often complex and change frequently. As a result, the Company strongly recommends that you not rely on the information herein as the only source of information relating to the consequences of participation in the Plan because the information may be out of date at the time you vest in the RSUs or sell shares of Stock acquired under the Plan.
In addition, the information contained herein is general in nature and may not apply to your particular situation, and the Company is not in a position to assure you of any particular result. Accordingly, you are advised to seek appropriate professional advice as to how the relevant laws in your country of residence may apply to your personal situation.
If you are a citizen or resident of a country other than the one in which you are currently residing and/or working, transfer employment and/or residency to another country after the grant of the RSUs, or you are considered a resident of another country for local law purposes, the information contained herein may not be applicable to you in the same manner. You are advised to consult your personal advisor to determine the extent to which the notifications apply to your specific situation.



AUSTRALIA
Notifications
Securities Information. The offer is being made under Division 1A, Part 7.12 of the Corporations Act 2001 (Cth).
Exchange Control Notification. Exchange control reporting is required for inbound cash transactions exceeding A$10,000 and inbound international fund transfers of any amount. The Australian bank assisting with the transaction will file the report for you. If there is no Australian bank involved in the transfer, you will have to file the report yourself.
Tax Information. The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) (the “Act”) applies (subject to the conditions in the Tax Assessment Act).
AUSTRIA
Notifications
Exchange Control Information. If you hold shares of Stock obtained through the Plan outside Austria, you may be required to submit reports to the Austrian National Bank if certain thresholds are exceeded.
If the value of shares of Stock meets or exceeds a certain threshold, you must report the securities held on a quarterly basis to the Austrian National Bank as of the last day of the quarter, on or before the 15th day of the month following the end of the calendar quarter. Where the cash amounts held outside of Austria meets or exceeds a certain threshold, monthly reporting obligations apply as explained in the next paragraph.
If you sell shares of Stock, or receive any cash dividends, you may have exchange control obligations if you hold the cash proceeds outside of Austria. If the transaction volume of all your accounts abroad meets or exceeds a certain threshold, you must report to the Austrian National Bank the movements and balances of all accounts on a monthly basis, as of the last day of the month, on or before the 15th day of the following month, on the prescribed forms.
BELGIUM
Notifications
Foreign Asset/Account Reporting Information. Belgian residents are required to report any securities (e.g., shares of Stock acquired under the Plan) or bank accounts (including brokerage accounts) held outside Belgium on their annual tax return. The first time you report the foreign security and/or bank account on your annual income tax return you will have to provide the National Bank of Belgium Central Contact Point with the account number, the name of the bank and the country in which the account was opened in a separate form. This report, as well as


additional information on how to complete it, can be found on the website of the National Bank of Belgium, www.nbb.be, under Kredietcentrales / Centrales des crédits caption.
Annual Securities Accounts Tax. An annual securities accounts tax may be payable if the total value of securities held in a Belgian or foreign securities account (e.g., shares of Stock acquired under the Plan) exceeds a certain threshold on four reference dates within the relevant reporting period (i.e., December 31, March 31, June 30 and September 30). In such case, the tax will be due on the value of the qualifying securities held in such account. You should consult with your personal tax advisor regarding the application of this tax.
CANADA
Terms and Conditions
Form of Delivery. Notwithstanding any discretion in the Plan or this Agreement, any RSUs that vest will be paid to you in whole shares. For the avoidance of doubt, under no circumstances will the RSUs covered by this Agreement be settled in cash.
Nature of Grant. Subsections (j), (l) and (o) of the “Nature of Grant” section of this Agreement apply, except as explicitly and minimally required under applicable legislation.
Termination of Service Relationship. The following provision replaces the third paragraph of the “Vesting” section of this Agreement:
By electronically enrolling in the Plan you understand that in the event you cease to provide Service to the Company or the Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of local laws or the terms of your employment agreement, if any), unless otherwise determined by the Company, provided for in this Agreement, or explicitly and minimally required under applicable legislation, your right to participate in the Plan or vest in RSUs, if any, will terminate effective as of the date you are no longer actively providing Service (the "Termination Date").
Unless explicitly required by applicable legislation, the Termination Date shall not include or be extended by any period during which notice, pay in lieu of notice, or any related payments or damages are provided or required to be provided under statute, contract, common law, civil law or otherwise. Unless otherwise explicitly provided in this Agreement or determined by the Committee, or explicitly required by applicable legislation, your right to vest in the RSUs under the Plan, if any, will terminate as of the Termination Date.
The Committee has the exclusive discretion to determine when you are no longer actively employed for purposes of participation in the Plan (including whether you may still be considered to be actively providing Service while on a leave of absence). If, notwithstanding the foregoing, applicable employment standards legislation explicitly requires continued vesting or other participation during a statutory notice period, your right to vest in the RSUs or otherwise benefit from or participate in the Plan, if any, will terminate effective as of the last date of the minimum statutory notice period, but you will not earn or be entitled to pro-rated vesting or other


benefits or participation if the Vesting Date falls after the end of your statutory notice period, nor will you be entitled to any compensation for lost vesting, benefits or other participation.
Notifications
Securities Law Information. You will not be permitted to sell or otherwise dispose of the shares of Stock acquired under the Plan within Canada. You will only be permitted to sell or dispose of any shares of Stock if such sale or disposal takes place outside of Canada through the facilities of the Nasdaq Stock Market on which the shares of Stock are listed or through such other exchange on which the shares of Stock may be listed in the future.
FRANCE
Terms and Conditions
Tax Considerations. The RSUs granted under this Agreement are not intended to be French tax-qualified RSUs.
Consent to Receive Information in English. By accepting the RSUs, you confirm having read and understood the documents related to the RSUs (the Plan and this Agreement) which were provided in the English language. You accept the terms of these documents accordingly.
Consentement Relatif a la Langue Utilisee. En acceptant l’attribution («RSUs»), vouz confirmez avoir lu et compris les documents relatifs à les RSUs (le Plan et le Contrat d’Attribution) qui ont été remis en anglais. Vous acceptez les termes de ces documents en connaissance de cause.
Notifications
Foreign Asset/Account Reporting Information. You understand that if you are a French resident, you may hold shares of Stock outside France, provided that you declare all foreign accounts, whether open, current or closed, on your annual income tax return. Failure to comply could trigger significant penalties.
GERMANY
Notifications
Exchange Control Information. Cross-border payments in excess of €50,000 must be reported to the German Federal Bank (Bundesbank). If you make or receive a payment in excess of this amount (including if you acquire shares of Stock with a value in excess of this amount or sell shares of Stock and receive proceeds in excess of this amount), and/or if the Company withholds or sells shares of Stock with a value in excess of this amount to cover Tax-Related Items, you must report the payment and/or the value of the shares of Stock withheld or sold to the Bundesbank. Such reports must be made either electronically using the “General Statistics Portal” (Allgemeine Meldeportal Statistik) which can be accessed via the Bundesbank’s website (www.bundesbank.de) or via such other method (e.g., by email or telephone) as is permitted or


required by Bundesbank. The report must be submitted monthly or within such timing as is permitted or required by Bundesbank. You are responsible for making this report, if applicable.
Foreign Asset/Account Reporting Information. If your acquisition of shares of Stock acquired under the Plan leads to a so-called qualified participation at any point during the calendar year, you may need to report the acquisition when you file your tax return for the relevant year. A qualified participation is attained if (i) the value of shares of Stock acquired exceeds €150,000 or (ii) in the unlikely event you hold shares of Stock exceeding 10% of the Company’s total common stock. However, if the shares of Stock are listed on a recognized U.S. stock exchange and you own less than 1% of the Company, this requirement will not apply to you.
MALAYSIA
Notifications
Director Notification Obligation. Malaysian resident participants who are directors of a Malaysian Subsidiary or Affiliate are subject to certain notification requirements under the Malaysian Companies Act 2016. Among these requirements is an obligation to notify the Malaysian Subsidiary or Affiliate in writing when receiving or disposing of an interest (e.g., RSUs, shares of Stock, etc.) in the Company or any related company. This notification must be made within 14 days of receiving or disposing of any interest in the Company or any related company.
MEXICO
Terms and Conditions
Acknowledgement of the Agreement. By accepting the RSUs, you acknowledge that you have received a copy of the Plan and the Agreement, which you have reviewed. You further acknowledge that you accept all the provisions of the Plan and the Agreement. You also acknowledge that you have read and specifically and expressly approve the terms and conditions set forth in the “Nature of Grant” Section of the Agreement, which clearly provide as follows:
1.Your participation in the Plan does not constitute an acquired right;
2.The Plan and your participation in it are offered by the Company on a wholly discretionary basis;
3.You shall not be considered to have any claim or entitlement to compensation or damages from the grant of the RSUs or from the forfeiture of the RSUs;
4.Your participation in the Plan is voluntary; and
5.The Company and its Subsidiaries and Affiliates are not responsible for any decrease in the value of any shares of Stock acquired at vesting of the RSUs.


Labor Law Acknowledgement and Policy Statement. By accepting the RSUs, you acknowledge that the Company, with registered offices at 100 Nagog Park, Acton, Massachusetts 01720, U.S.A, is solely responsible for the administration of the Plan. You further acknowledge that your participation in the Plan, the grant of RSUs and any acquisition of shares of Stock under the Plan do not constitute an employment or other service relationship between you and the Company because you are participating in the Plan on a wholly commercial basis and your sole service recipient is Insulet Mexico, S. de R.L. de C.V. (“Insulet Mexico”). Based on the foregoing, you expressly acknowledge that the Plan and the benefits that you may derive from participation in the Plan do not establish any rights between you and Insulet Mexico, and do not form part of any employment conditions and/or benefits provided by Insulet Mexico, and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of your continuous Service with Insulet Mexico.
You further understand that your participation in the Plan is the result of a unilateral and discretionary decision of the Company; therefore, the Company reserves the absolute right to amend and/or discontinue your participation in the Plan at any time, without any liability to you.
Finally, you hereby declare that you do not reserve any action or right to bring any claim against the Company for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, and that you therefore grant a full and broad release to the Company, its Subsidiaries, Affiliates, branches, representation offices, shareholders, officers, agents and legal representatives, with respect to any claim that may arise.
Spanish Translation
Reconocimiento del Contrato. Al aceptar las unidades de acciones restringidas (“RSUs,” por sus siglas en inglés), usted reconoce que ha recibido una copia del Plan y del Contrato, los cuales que usted ha revisado. Además, usted reconoce que acepta todas las disposiciones del Plan y del Contrato. También, usted reconoce que ha leído y que específica y expresamente aprueba de los términos y condiciones de la Sección “Naturaleza de la Concesión” del Contrato, que claramente dispone lo siguiente:
1.Su participación en el Plan no constituye un derecho adquirido;
2.El Plan y su participación en el Plan se ofrecen por la Compañía de una manera totalmente discrecional;
3.Usted no tendrá ningún derecho o reclamación por compensación o daño derivado de la concesión de las RSUs o derivado de la pérdida de las RSUs;
4.Su participación en el Plan es voluntaria; y
5.La Compañía y sus Filiales y Afiliadas no son responsables por ninguna disminución del valor de las Acciones adquiridas cuando las RSUs se maduren.


Reconocimiento Ley Laboral y Declaración de la Política. Al aceptar las RSUs, usted reconoce que la Compañía, con oficinas registradas en 100 Nagog Park, Acton, Massachusetts 01720, EE.UU., es únicamente responsable por la administración del Plan. Además, usted reconoce que su participación en el Plan, la concesión de las RSUs y cualquier adquisición de Acciones de conformidad con el Plan no constituyen una relación laboral u otra relación de servicio entre usted y la Compañía, ya que usted está participando en el Plan sobre una base totalmente comercial y el único recipiente de servicio es Insulet México, S. de R.L. de C.V. (“Insulet México”). Derivado de lo anterior, usted expresamente reconoce que el Plan y los beneficios que se podrían derivar al participar en el Plan no establecen ningún derecho entre usted y Insulet México, y que no forman parte de las condiciones de cualquier empleo y/o las prestaciones otorgadas por Insulet México, y cualquier modificación del Plan o su terminación no constituirán un cambio o deterioro de los términos y condiciones de su Servicio continuo con Insulet Mexico.
Además, usted entiende que su participación en el Plan se resulta de una decisión unilateral y discrecional de la Compañía; por lo tanto, la Compañía se reserva el derecho absoluto de modificar y/o discontinuar su participación en el Plan en cualquier momento, sin responsabilidad alguna hacia usted.
Finalmente, en este acto usted manifiesta que no se reserva acción o derecho alguno para interponer una reclamación o demanda en contra de la Compañía, por cualquier compensación o daño en relación con cualquier disposición del Plan o de los beneficios derivados del Plan, y, por lo tanto, usted otorga un amplio y total finiquito a la Compañía, sus Filiales y Afiliadas, sucursales, oficinas de representación, sus accionistas, funcionarios, agentes y representantes legales con respecto a cualquier reclamación o demanda que pudiera surgir.
Notifications
Securities Law Information.  The RSUs and any shares of Stock acquired under the Plan have not been registered with the National Register of Securities maintained by the Mexican National Banking and Securities Commission and cannot be offered or sold publicly in Mexico. In addition, the Plan, the Agreement and any other document relating to the RSUs may not be publicly distributed in Mexico. These materials are addressed to you because of your existing relationship with the Company or its Subsidiaries or Affiliates and these materials should not be reproduced or copied in any form. The offer contained in these materials does not constitute a public offering of securities, but rather constitutes a private placement of securities addressed specifically to individuals who are present employees of the Company or one of its Subsidiaries or Affiliates made in accordance with the provisions of the Mexican Securities Market Law, and any rights under such offering shall not be assigned or transferred.
NETHERLANDS
No country-specific considerations.
PORTUGAL


Terms and Conditions
Consent to Receive Information in English. You hereby expressly declares that you have full knowledge of the English language and has read, understood and fully accepted and agreed with the terms and conditions established in the Plan and Agreement.
Conhecimento da Lingua. El Beneficiário, pelo presente instrumento, declara expressamente que tem pleno conhecimento da língua inglesa e que leu, compreendeu e livremente aceitou e concordou com os termos e condições estabelecidas no Plano e no Acordo.
SAUDI ARABIA
Notifications
Securities Law Information.  The Agreement may not be distributed in the Kingdom of Saudi Arabia except to such individuals as are permitted under the Rules on the Offer of Securities and Continuing Obligations issued by the Capital Market Authority.
The Capital Market Authority does not make any representation as to the accuracy or completeness of the Agreement, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of the Agreement. You should conduct your own due diligence on the accuracy of the information relating to the securities. If you do not understand the contents of the Agreement, you should consult an authorized financial adviser.
SINGAPORE
Notifications
Securities Law Information.  The grant of RSUs is being made pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the Securities and Futures Act, under which it is exempt from the prospectus and registration requirements and is not made with a view to the underlying shares of Stock being subsequently offered for sale to any other party. The Plan has not been and will not be lodged or registered as a prospectus with the Monetary Authority of Singapore.
Director Notification requirement.  The directors of a Singapore Subsidiary or Affiliate are subject to certain notification requirements under the Singapore Companies Act. The directors must notify the Singapore Subsidiary or Affiliate in writing of an interest (e.g., RSUs, shares of Stock, etc.) in the Company or any related company within two business days of (i) its acquisition or disposal, (ii) any change in a previously-disclosed interest (e.g., upon purchase of shares of Stock or when shares of Stock acquired under the Plan are subsequently sold), or (iii) becoming a director.
SPAIN
Terms and Conditions


Labor Law Acknowledgment. By accepting the award of RSUs, you consent to participation in the Plan and acknowledge that you have received a copy of the Plan document.
You understand that the Company has unilaterally, gratuitously, and in its sole discretion decided to grant RSUs under the Plan. The decision is limited and entered into based upon the express assumption and condition that (i) any award of RSUs will not economically or otherwise bind the Company or any of its Subsidiaries or Affiliates (including the Employer), on an ongoing basis, other than as expressly set forth in the Agreement and the Plan, (ii) the RSUs and any underlying shares of Stock shall not become part of any employment contract and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation), or any other right whatsoever, and (iii) except as otherwise set forth in the Agreement, the RSUs shall cease vesting upon your termination of Service, as detailed below. Furthermore, you understand and freely accept that there is no guarantee that any benefit whatsoever shall arise from the grant of the RSUs, which is gratuitous and discretionary, because the future value of the RSUs and the underlying shares of Stock is unknown and unpredictable.
You understand and agree that, as a condition of the grant of the RSUs, your termination of Service for any reason (including for the reasons listed below) will automatically result in the cancellation and loss of any RSUs that may have been granted to you and that were not or did not become vested on the date of termination of Service. In particular, you understand and agree that, unless otherwise expressly provided by the Company in the Agreement, the RSUs will be cancelled without entitlement to the shares or to any amount as indemnification if you terminate Service by reason of, but not limited to, the following: resignation; disciplinary dismissal adjudged to be with cause; disciplinary dismissal adjudged or recognized to be without good cause (i.e., subject to a “despido improcedente”); individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause; material modification of the terms of employment under Article 41 of the Workers’ Statute; relocation under Article 40 of the Workers’ Statute; Article 50 of the Workers’ Statute; unilateral withdrawal by your employer; and under Article 10.3 of Royal Decree 1382/1985.
You also understand that this grant of the RSUs would not be made but for the assumptions and conditions set forth above; thus, you understand, acknowledge and freely accept that, should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, the grant, the RSUs and any right to the underlying shares of Stock shall be null and void.
Notifications
Securities Law Information. The grant of RSUs and the shares of Stock issued pursuant to the vesting of RSUs are considered a private placement outside the scope of Spanish laws on public offerings and issuances of securities. The Plan and the Agreement have not been nor will they be registered with the Comisión Nacional del Mercado de Valores (Spanish Securities Exchange Commission), and they do not constitute a public offering prospectus.
Exchange Control Information. If you hold 10% or more of the share capital of the Company, you must declare the acquisition of shares of Stock to the Spanish Dirección General de


Comercio e Inversiones, which is a department of the Ministry of Industry, Trade and Tourism for statistical purposes, generally within one month of the acquisition.
Further, you are required to declare electronically to the Bank of Spain any securities accounts (including brokerage accounts held abroad), as well as the securities held in such accounts if the value of the transactions for all such accounts during the relevant year or the balances in such accounts as of December 31st of the relevant year exceeds EUR 1,000,000. You should consult with your personal tax or legal advisor for further information regarding your exchange control reporting obligations.
Foreign Asset/Account Reporting Information.  To the extent you hold assets (e.g., cash or shares of Stock held in a bank or brokerage account) outside Spain with a value in excess of EUR 50,000 per type of asset (e.g., shares of Stock, cash, and so on) as of December 31 each year, you are required to report information on such assets on your tax return Form 720 for such year. After such assets are initially reported, the reporting obligation will only apply for subsequent years if the value of any previously-reported assets increases by more than EUR 20,000 or if the ownership of the asset is transferred or relinquished during the year. The reporting must be completed by March 31. Failure to comply with this reporting requirement may result in penalties. Accordingly, you should consult with your personal tax and legal advisors to ensure that you are properly complying with your reporting obligations.
SWITZERLAND
Notifications
Securities Law Information. Neither the RSU Agreement nor any other materials relating to the RSUs (i) constitutes a prospectus according to articles 35 et seq. of the Swiss Federal Act on Financial Services (“FinSA”), (ii) may be publicly distributed or otherwise made publicly available in Switzerland to any person other than an employee of the Company, or (iii) has been or will be filed with, approved or supervised by any Swiss reviewing body according to article 51 of FinSA or any Swiss regulatory authority, including the Swiss Financial Market Supervisory Authority FINMA.
UNITED ARAB EMIRATES
Notifications
Securities Law Information. Participation in the Plan is being offered only to eligible employees and is in the nature of providing equity incentives to employees in the United Arab Emirates. The Plan and the Agreement are intended for distribution only to such employees and must not be delivered to, or relied on by, any other person. Prospective purchasers of the securities offered should conduct their own due diligence on the securities. If you do not understand the contents of the Plan or the Agreement, you should consult an authorized financial adviser.


The Emirates Securities and Commodities Authority has no responsibility for reviewing or verifying any documents in connection with the Plan. Neither the Ministry of Economy nor the Dubai Department of Economic Development have approved the Plan or the Agreement nor taken steps to verify the information set out therein, and have no responsibility for such documents.
UNITED KINGDOM
Terms and Conditions
Form of Delivery. Notwithstanding any discretion in the Plan or this Agreement, any RSUs that vest will be paid to you in whole shares. For the avoidance of doubt, under no circumstances will the RSUs be settled in cash.
Withholding.  The following supplements “Withholding” section of this Agreement:
Without limitation to the “Withholding” section of this Agreement, you agree that you are liable for all Tax-Related Items and hereby covenant to pay all such Tax-Related Items, as and when requested by the Company or, if different, the Employer or by HM’s Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). You also agree to indemnify and keep indemnified the Company and, if different, the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on your behalf.
Notwithstanding the foregoing, if you are a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), you understand that you may not be able to indemnify the Company or the Employer for the amount of any Tax-Related Items not collected from or paid by you if the indemnification could be considered to be a loan. In this case, the Tax-Related Items not collected or paid by you, may constitute an additional benefit to you on which additional income tax and National Insurance contributions (“NICs”) may be payable. You understand that you will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to the Company and/or the Employer (as appropriate) the amount of any employee NICs due on this additional benefit, which may also be recovered from you by any of the means referred to in the “Withholding” section of this Agreement.
Joint Election. As a condition of participation in the Plan, you agree to accept any liability for secondary Class 1 NICs which may be payable by the Company and/or the Employer in connection with the RSUs and any event giving rise to Tax-Related Items related to your participation in the Plan (the “Employer NICs”). Without prejudice to the foregoing, if requested to do so by the Employer or the Company, you agree to execute a joint election with the Company or the Employer, the form of such joint election having been approved formally by HMRC (the “Joint Election”), and any other required consent or election to accomplish the transfer of Employer NICs to you. You further agree to execute such other joint elections as may be required between you and any successor to the Company or the Employer. You further agree


that the Company or the Employer may collect the Employer NICs from you by any of the means set forth in the “Withholding” section of this Agreement.
If, having been requested to enter into a Joint Election by the Employer or the Company, you do not enter into the Joint Election or if approval of the Joint Election has been withdrawn by HMRC, the Company, in its sole discretion and without any liability to the Company or the Employer, may choose not to issue or delivery any shares of Stock to you under the Plan.



APPENDIX B
RESTRICTIVE COVENANT APPENDIX TO

INSULET CORPORATION

2025 STOCK OPTION AND INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT
(For U.S. Residents)

This Restrictive Covenant Appendix (“Equity RCA”) is entered into between Grantee and Insulet Corporation (the “Company”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Insulet Corporation 2025 Stock Option and Incentive Plan or in the attached Restricted Stock Unit Agreement (including its cover sheet). Grantee understands the Company and its Affiliates are engaged in the business of designing, developing and marketing subcutaneous drug delivery devices and related software (the “Business”). Grantee understands that the Company or one of its Affiliates employs Grantee in a position of trust and confidence related to the Business. In consideration of Grantee’s RSU Award, the Company and Grantee agree as follows, subject to the jurisdiction-specific modifications in Appendix B-1 hereto:
1.Position of Trust and Confidence. The Company and its Affiliates (collectively, the “Company Group”) have provided and will provide Grantee with access to Confidential Information (including trade secrets) related to Grantee’s position, and may have provided or may provide Grantee with specialized training related to the Business and/or the opportunity to develop relationships with the employees, business contacts (customers and others) and agents of the Company Group for the purpose of developing goodwill for the Company Group. Grantee agrees that Grantee’s receipt of the foregoing would give Grantee an unfair competitive advantage if Grantee’s activities during employment, and for a reasonable period thereafter, were not restricted as provided for in this Equity RCA.
2.Confidential Information and Company Property. Subject to Section 7, Grantee agrees to use the Confidential Information only in the performance of Grantee’s duties for the Company Group, to hold such information in confidence and trust, and not to engage in any unauthorized use, copying, transmission or disclosure of such information during Grantee’s employment and for so long thereafter as such information qualifies as Confidential Information. “Confidential Information” means an item of information or compilation of information in any form (tangible or intangible) related to the business of the Company Group that Grantee acquires or gains access to during Grantee’s employment that the Company or its Affiliates have not authorized public disclosure of, and that is not readily available to the public or persons outside the Company Group. By way of example and not limitation, Confidential Information is understood to include: lists and records, contact information, private contract terms, business preferences, and


historical transaction data regarding existing and prospective customers; non-public records and data regarding the Company Group’s financial performance; business plans and strategies, forecasts and analyses; internal business methods and systems, know how, and innovations; marketing plans, research and analysis; unpublished pricing information, and variables such as costs, discounting options, and profit margins; business sale and acquisition opportunities identified by the Company Group and related analysis; records of private dealings with vendors, suppliers, and distributors; and Company Group trade secrets. Grantee acknowledges that items of Confidential Information are the Company Group’s valuable assets and have economic value because they are not generally known by the public or others who could use them to their own economic benefit and/or to the competitive disadvantage of the Company Group. Grantee agrees that all records, in any form (such as email, database, correspondence, notes, files, contact lists, drawings, specifications, spreadsheets, manuals, and calendars) that contain Confidential Information or otherwise relate to the business of the Company Group, with the exception of wage and benefit related materials provided to Grantee as an employee for Grantee’s own use as an employee, are the property of the Company Group (collectively “Company Records”). Grantee will follow all Company Group policies regarding use or storage of Company Records, and return all such records (including all copies) when Grantee’s employment with the Company Group ends or sooner if requested.
    Notwithstanding the foregoing, it is understood that this provision is not a covenant not to compete, and at all times after Grantee’s employment with the Company Group ends, Grantee is free to use information which is generally known in the trade or industry through no breach of this Equity RCA or other act or omission by Grantee and that is not specific to the Company Group’s business (such as business transactions or products). If required by applicable law, the restrictions on use or disclosure of Confidential Information will only apply for three (3) years after the end of Grantee’s employment with the Company Group, where information that does not qualify as a trade secret is concerned; however, the restrictions will continue to apply to trade secret information for as long as the information at issue remains qualified as a trade secret.
3.Non-Solicit. In order to protect the Company Group’s Confidential Information (including trade secrets) and key business relationships, Grantee agrees that, during the Restricted Period (as defined below), Grantee will not (directly or by assisting or directing others):
(a)solicit any Covered Employee (as defined below) to leave the employment of the Company Group; or
(b)facilitate the hiring attempted hiring of any Covered Employee on behalf of a Competing Business; or
(c)solicit, or attempt to solicit, a Covered Customer for the purpose of doing any business that would compete with the Business; or


(d)knowingly engage in any conduct that is intended to cause, or could reasonably be expected to cause a Covered Customer to stop or reduce doing business with the Company Group, or that would involve diverting business opportunities away from the Company Group; or
(e)solicit, or attempt to solicit, a Key Relationship for the purpose of doing any business that would compete with the Business; or
(f)knowingly engage in any conduct that is intended to cause, or could reasonably be expected to cause the Key Relationship to stop or reduce doing business with the Company Group, or that would involve diverting business opportunities away from the Company Group.
    Nothing herein is intended or to be construed as a prohibition against general advertising such as “help wanted” ads that are not targeted at the Company Group’s employees.
    “Restricted Period” means: (i) the period while Grantee is employed by the Company Group; and (ii) the one (1) year after Grantee’s employment with the Company Group ends, irrespective of which party ends the relationship or why it ends. “Covered Employee” means any employee of Company Group whom Grantee supervised, with whom Grantee worked, or about whom Grantee received Confidential Information during the Look Back Period. “Competing Business” means any person or entity that engages in (or is planning to engage in) a business that competes with a portion of the Business that Grantee had involvement with or access to Confidential Information about during the last two (2) years of Grantee’s employment with the Company Group (or such shorter period of time as Grantee is employed) (the “Look Back Period”). “Covered Customer” means a customer of the Company Group (or where permitted by law potential customer) that Grantee had material business-related contact or dealings with or access to Confidential Information about during the Look Back Period. Prospective customers include persons and entities that the Company Group has a reasonable expectation of doing business with at the time Grantee’s employment with the Company Group ends based on proposals, negotiations, or other communications that have been engaged in with the person or entity at issue. “Key Relationship” refers to a person or entity with an ongoing business relationship with the Company Group (including vendors, agents, and contractors) that Grantee had material business-related contact or dealings with during the Look Back Period. For the definitions of “Covered Customer” and “Key Relationship”, material business related-contact or dealings are presumed present when Grantee had direct communications with the person or entity (beyond a cold call or mass mailing) or Grantee supervised communications with the person or entity, where such communications were intended to result in, lead to, maintain, increase, facilitate or otherwise aid the sale or provision of products or services sold by the Company Group. The term “solicit” shall be presumed to mean to engage in contacts, acts, or communications, whether directly engaged in by Grantee in person or indirectly engaged in through the use or control of others, that cause or induce, attempt to cause or induce, or


can be reasonably expected to cause or induce a party to engage in a particular action or conduct, regardless of who first initiates the contact or communication, or whether or not the communication at issue is in response to a request for information.
    The restrictions contained in Section 3 above are understood to be reasonably limited by geography to those locations, and counties, where the Covered Customer, Key Relationship and Covered Employee are present and available for solicitation. However, to the extent additional geographic limitations are required to make the restrictions enforceable, they shall be deemed limited to the Territory (defined below).
4.Non-Compete. In order to protect the Company Group’s Confidential Information (including trade secrets) and key business relationships, Grantee agrees that, during the Restricted Period, Grantee will not (directly or by assisting or directing others), within the Territory (defined below):
(a)provide services for the benefit of a Competing Business that are the same or similar in function or purpose to those Grantee provided to the Company Group during the Look Back Period; or
(b)take on any other responsibilities for a Competing Business that would involve the probable use or disclosure of Confidential Information or the conversion of Covered Customers or Key Relationships to the benefit of a Competing Business or detriment of the Company Group.
    “Territory” means the geographic territory(ies) assigned to Grantee by the Company Group during the Look Back Period (by state, county, or other recognized geographic boundary used in the Business); and, if Grantee has no such specifically assigned geographic territory then: (i) the United States and any other countries in which Grantee participated in the Business and/or about which Grantee was provided access to Confidential Information during the Look Back Period; and, (ii) the United States and any other countries where Grantee resided during the Look Back Period. Grantee is responsible for seeking clarification from the Company’s Human Resources department if it is unclear to Grantee at any time what the scope of the Territory is.
    This Equity RCA is not intended to prohibit: (i) employment with a non-competitive independently operated subsidiary, division, or unit of a family of companies that include a Competing Business, so long as the employing independently operated business unit is truly independent and Grantee’s services to it do not otherwise violate this Equity RCA; or, (ii) a passive and non-controlling ownership of less than 2% of the stock in a publicly traded company. This provision also does not preclude conduct protected by Section 7 of the National Labor Relations Act (the, “NLRA”) such as joining or forming a union, engaging in collective bargaining, or engaging in other concerted activity for mutual aid and protection.

5.Severability and Special Remedies. Each of Grantee’s obligations under this Equity RCA shall be considered a separate and severable obligation. If a court or arbitrator


determines that a restriction in this Equity RCA cannot be enforced as written due to an overbroad limitation (such as time, geography, or scope of activity), unless prohibited by law, the Company and Grantee agree that the court or arbitrator shall reform or modify the restrictions or enforce the restrictions to such lesser extent as is allowed by law. If, despite the foregoing, any provision contained in this Equity RCA is determined to be void or unenforceable, in whole or in part, then the other provisions of this Equity RCA will remain in full force and effect. Grantee acknowledges that any breach of this Equity RCA, shall constitute Cause, as defined in the Restricted Stock Unit Agreement, and shall subject Grantee’s RSU Award to forfeiture and recoupment as provided in the “Forfeiture of RSUs” section of the Restricted Stock Unit Agreement. Further, in the event a breach or a threatened breach of this Equity RCA, the Company may seek temporary and permanent injunctive relief to enforce this Equity RCA and all other legal or equitable remedies that may be awarded by a court of competent jurisdiction or arbitrator.
6.Choice of Law. The laws of the country, and, if applicable, state, province, territory or other geographic subdivision, in which Grantee last regularly resided shall govern the interpretation, application, and enforcement of this Equity RCA, without regard to any choice of law rules of that or any other jurisdiction; provided, however, if Grantee primarily works for the Company Group in California, Colorado, Massachusetts or Washington, then the law of the state in which Grantee last primarily worked for the Company Group shall apply , and if Colorado or Washington law applies, Grantee shall not be required to adjudicate the enforceability of this Equity RCA outside of the state whose laws apply.
7.Protected Conduct. Nothing in this Equity RCA prohibits Grantee from (i) opposing an event or conduct that Grantee reasonably believes is a violation of law, including criminal conduct, discrimination, harassment, retaliation, a health or safety violation or other unlawful employment practices, (ii) disclosing sexual assault or sexual harassment; or (iii) reporting such an event or conduct to Grantee’s attorney, law enforcement, or the relevant law-enforcement agency (such as the Securities and Exchange Commission, Department of Labor, Occupational Safety and Health Administration, Equal Employment Opportunity Commission, the state division of human rights, or a local commission on human rights), or (iv) making any truthful statements or disclosures required or explicitly permitted by law or otherwise cooperating in an investigation conducted by any government agency (collectively referred to as “Protected Conduct”). Further, nothing requires notice to or approval from the Company Group before engaging in such Protected Conduct. Protected Conduct may include a disclosure of trade secret information provided that it must comply with the restrictions in the Defend Trade Secrets Act of 2016 (the “DTSA”). To the extent that Grantee is covered by Section 7 of the NLRA because Grantee is not in a supervisor or management role, nothing in this Equity RCA shall be construed to prohibit Grantee from using information Grantee acquires regarding the wages, benefits, or other terms and conditions of employment at the Company Group for any purpose protected under the NLRA. Grantee understands that under the NLRA, covered employees have a right to self-organization, to form, join, or assist labor organizations, to bargain collectively through representatives of their own choosing, and to engage in other concerted activities for the purpose of collective


bargaining or other mutual aid or protection, and to refrain from any or all of such activities.
    DTSA NOTICE: The DTSA provides that no individual will be held criminally or civilly liable under Federal or State trade secret law for the disclosure of a trade secret that: (i) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and made solely for the purpose of reporting or investigating a suspected violation of law; or, (ii) is made in a complaint or other document if such filing is under seal so that it is not made public. Also, an individual who pursues a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except as permitted by court order.
8.Survival; All Duties and Employment Status Preserved. Nothing in this Equity RCA limits or reduces any common law or statutory duty Grantee owes to the Company Group, nor does this Equity RCA limit or eliminate any remedies available to the Company Group for a violation of such duties. This Equity RCA will survive the expiration or termination of Grantee’s employment with the Company Group and/or any assignee pursuant to Section 9 and shall, likewise, continue to apply and be valid notwithstanding any change in the Grantee’s duties, responsibilities, position, or title. Nothing in this Equity RCA creates a contract for term employment or limits the right of Grantee or the Company or its respective Affiliate to end the employment relationship between them in accordance with applicable law.
9.Assignment. The Company shall have the right to assign this Equity RCA at its sole election without the need for further notice to or consent by Grantee. This Equity RCA and all obligations hereunder are personal to Grantee and cannot be assigned, delegated or otherwise transferred by Grantee.
10.Notice. Grantee will provide any prospective employer Grantee is considering an offer from with notice of this Equity RCA at least ten (10) days before accepting such offer. The Company may elect to provide another party notice of this Equity RCA and an opinion about its applicability. While Grantee reserves the right to also communicate Grantee’s disagreement with such an opinion, Grantee recognizes the Company’s legitimate business interest in expressing its opinion and consents to it doing so if it believes such is necessary. Grantee will not assert any claim that such conduct is legally actionable interference or otherwise impermissible regardless of whether or not this Equity RCA is later found to be enforceable.
11.Waiver. If the Company fails to take action to remedy a breach or threatened breach of a provision of this Equity RCA by Grantee, such inaction shall not be construed as a waiver of that or any subsequent breach or a waiver of any provision of this Equity RCA.


12.Duty of Loyalty. Grantee agrees that during the period of their employment by the Company Group, they will not, without the Company’s express written consent, directly or through the direction or control of others engage in any employment or business activity which is directly or indirectly competitive with, or would otherwise conflict with, their employment by Company Group. By way of example and not limitation, Grantee will not solicit any of the customers or prospective customers of the Company Group for the purpose of diverting or attempting to divert any business away from the Company Group.
13.Interpretation. Nothing in this Equity RCA shall limit any of Grantee’s obligations, or any of the rights or remedies of the Company Group, under any other agreements between the Company Group and Grantee, including, but not limited to, any offer letter, employment agreement, confidentiality agreement, non-competition or non-solicitation agreement between the Company Group and Grantee; and nothing in any other agreements between the Company Group and Grantee shall limit any of Grantee’s obligations, or any of the rights or remedies of the Company, under this Equity RCA. However, in the event of a conflict between this Equity RCA and another agreement with Grantee, this Equity RCA shall govern except as otherwise explicitly provided in another agreement. Except as provided in Section 5, this Equity RCA shall not be amended, modified, or supplemented without the written agreement of the Company and Grantee at the time of such amendment, modification, or supplement, signed by an officer of the Company (unless such amendment, modification, or supplementation is by order of a court or arbitrator). The headings herein are for convenience only and shall not affect the terms of the Equity RCA.
14.Effective Date. The effective date of this Equity RCA shall be the date it is signed by Grantee unless a later effective date is required under applicable law, in which case such later date shall apply.
15.Acknowledgments. grantee acknowledges that prior to executing this equity rca, grantee received a copy of this equity rca, including jurisdiction-specific modifications in Appendix B-1, in advance of the date grantee was expected to sign it. grantee read all the provisions contained herein, and all questions grantee had about the equity rca were answered to grantee’s satisfaction. grantee understands that grantee has a right to consult with an attorney and acknowledges that grantee has been instructed to consult with an attorney and provided an opportunity to seek the advice of an attorney of grantee’s choice before signing this equity rca.





APPENDIX B-1

If Grantee is a U.S. resident, the following shall apply to modify provisions of the Equity RCA, where applicable, based upon the controlling law in the jurisdiction where Grantee primarily resides when last employed by the Company Group; provided, however, if Grantee last primarily worked for the Company Group in California, Colorado, Massachusetts or Washington, then the law of the state in which Grantee last primarily worked for the Company Group shall apply:
Alabama:
If Alabama law is deemed to apply, then the following applies to Grantee: (a) Sections 3(a) and (b) are rewritten as follows: “(a) participate in soliciting any Covered Employee of the Company Group who is in a Sensitive Position to leave the employment of the Company Group on behalf of (or for the benefit of) a Competing Business; or (b) knowingly assist a Competing Business in efforts to hire a Covered Employee who is in a Sensitive Position away from the Company Group; or”; (b) the definition of “Sensitive Position” is modified to refer to an employee of the Company Group who is uniquely essential to the management, organization, or service of the Company Group; and (c) the definition of “Covered Customer” is modified to mean a current customer of the Company Group that Grantee had material business-related contact or dealings with or access to Confidential Information about during the Look Back Period.
Arizona:
If Arizona law is deemed to apply: Nothing in the customer non-solicit restrictions in Sections 3(c) and (d) shall not restrict Grantee from accepting business from a Covered Customer so long as Grantee did not solicit, assist in soliciting, facilitate the solicitation of, provide, or offer to provide services to the Covered Customer (regardless of who first initiated contact) or use Confidential Information to encourage or induce the Covered Customer to withdraw, curtail or cancel its business with the Company Group, or in any other manner modify or fail to enter into any actual or potential business relationship with the Company Group.
California:
If California law is deemed to apply, then: the non-solicit restrictions in Section 3 and the noncompetition restriction in Section 4 shall not apply after Grantee’s employment with the Company Group ends. However, any misappropriation of the Company Group’s trade secret information (such as its protected customer information) or use of such trade secrets to solicit Company Group’s customers, key relationships or employees, will remain prohibited conduct at all times, and nothing in this Equity RCA shall be construed to limit or eliminate any rights or remedies the Company Group would have against Grantee under trade secret law, unfair competition law, or other laws applicable in California absent this Equity RCA.


For the avoidance of doubt, nothing in this Equity RCA will require Grantee to adjudicate outside of California a claim arising in California or in any other way deprive Grantee of the substantive protection of California law with respect to a controversy arising in California. In addition to the other forms of Protected Conduct, nothing in the Equity RCA shall be construed to prohibit Grantee from disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Grantee has reason to believe is unlawful.
Colorado:
If Grantee is a resident of Colorado, then for so long as Grantee is a resident of Colorado, then the following applies to Grantee:
(a)Customer and Key Relationship Non-Solicitation Restrictions. If Grantee does not earn an amount of annualized cash compensation equivalent to or greater than the threshold amount for highly compensated workers, $127,091 for 2025 (or the earnings threshold in effect as adjusted annually thereafter by the Colorado Division of Labor Standards and Statistics in the Department of Labor and Employment) (the “Highly Compensated Worker Threshold”), then nothing in the customer and key relationship non-solicit obligations in Sections 3(c) through (f) shall restrict Grantee from accepting business from a Covered Customer or Key Relationship so long as Grantee did not solicit, assist in soliciting, facilitate the solicitation of, provide, or offer to provide services to the Covered Customer or Key Relationship (regardless of who first initiated contact) or use Confidential Information to encourage or induce the Covered Customer or Key Relationship to withdraw, curtail or cancel its business with Company Group or in any other manner modify or fail to enter into any actual or potential business relationship with Company Group. If Grantee does not earn an amount of annualized cash compensation equivalent to or greater than sixty-percent (60%) of the Highly Compensated Worker Threshold, $76,254.60 for 2025 (or the earnings threshold in effect as adjusted annually thereafter by the Colorado Division of Labor Standards and Statistics in the Department of Labor and Employment), then the customer and key relationship non-solicit obligations in Sections 3(c) through (f) shall not apply after Grantee’s employment with the Company Group ends.
The definitions of “Covered Customer” and “Key Relationship” shall be modified to cover only those customers and key relationships with respect to which Grantee would have been provided trade secret information during the Look Back Period. Grantee stipulates that the customer and key relationship non-solicit obligations in Sections 3(c) and (d) are reasonable and necessary for the protection of trade secrets within the meaning of Colorado Revised Statutes § 8-2-113(2)(b).
(b)Non-Compete. If Grantee does not meet the Highly Compensated Worker Threshold, then the non-compete provision contained in Section 4 will not be enforceable against Grantee after their employment with the Company Group ends.


(c)Notice. Grantee acknowledges that Grantee received notice of the covenant not to compete and its terms before Grantee accepted an offer of employment, or, if a current employee at the time Grantee enters into this Equity RCA, at least fourteen (14) days before the earlier of the effective date of the Equity RCA or the effective date of any additional compensation or change in the terms or conditions of employment that provides consideration for the covenant not to compete. If a currently employed Grantee signs the Agreement (pursuant to the instructions in the cover sheet of the Restricted Stock Unit Agreement) within fourteen (14) days of receiving it, Grantee may revoke the Agreement until the fourteenth (14th) day after Grantee received it, and the Agreement will not take effect until the fifteenth (15th) day after Grantee received it. Revocation of this Agreement is a rejection of the RSU Award and will result in cancellation of the RSU Award.
(d)Protected Disclosures. The Confidential Information restrictions in this Equity RCA do not prohibit disclosure of information that arises from the Grantee’s general training, knowledge, skill, or experience, whether gained on the job or otherwise, information that is readily ascertainable to the public, or information that Grantee otherwise has a right to disclose as legally protected conduct. Nothing in this Equity RCA or Company Group policy limits or prevents Grantee from disclosing information about workplace health and safety practices or hazards.
District of Columbia:
If Grantee performs a majority of their work for the Company Group in the District of Columbia or is based in District in Columbia and does not perform the majority of their work in any other jurisdiction, then the Equity RCA will be modified as follows:
(a)the non-compete provision contained in Section 4 will not be enforceable against Grantee after their employment with the Company Group ends unless Grantee earns (or is anticipated to earn) from the Company or an Affiliate at least $158,363 in compensation in a consecutive 12-month period, increased in proportion to the annual average increase, if any, in the Consumer Price Index for All Urban Consumers in the Washington Metropolitan Statistical Area published by the Bureau of Labor Statistics of the United States Department of Labor for the previous calendar year (“D.C. Non-Compete Earnings Threshold”);
(b)nothing in this Equity RCA or any Company Group policy restricts Grantee from having employment or contract work in addition to their employment with the Company Group so long as the employment or work does not violate Grantee’s duty of loyalty or create a conflict of interest and would not result in Grantee’s disclosure or use of Confidential Information. Grantee’s shall notify the Company’s Human Resources department in writing prior to accepting any such additional employment or contract work so the Company may determine whether such employment violates or would likely violate this subparagraph (b) of the D.C. section of Appendix B-1;


(c)subject to the limitation in subparagraph (a) of the D.C. section of Appendix B-1, the definition of “Restricted Period” shall include the term of Grantee’s employment with the Company Group and the 365 days following the termination of that employment, regardless of the reason;
(d)Grantee acknowledges they received a copy of the Equity RCA, including Appendix B-1, at least 14 calendar days before Grantee began working for the Company Group, if a new hire, or, at least 14 days before Grantee was required to sign the Equity RCA, if already employed by the Company Group at the time Grantee is asked to sign the Equity RCA. If Grantee’s compensation meets the D.C. Non-Compete Earnings Threshold, Grantee further acknowledges that they received the following notice: “The District’s Ban on Non-Compete Agreements Amendment Act of 2020 limits the use of non-compete agreements. It allows employers to request non-compete agreements from highly compensated employees, as that term is defined in the Ban on Non-Compete Agreements Amendment Act of 2020, under certain conditions. Insulet Corporation has determined that you are a highly compensated employee. For more information about the Ban on Non-Compete Agreements Amendment Act of 2020, contact the District of Columbia Department of Employment Services (DOES).”
Florida:
If Florida law is deemed to apply:
(a)Section 4(b) is rewritten as follows: “take on any responsibilities for a Competing Business in which it is reasonably likely that the Grantee would use the Confidential Information or relationships with Covered Customers of the Company Group”.
(b)With respect to Section 4, the Restricted Period shall be reduced by each day of any nonworking portion of the Grantee’s notice period pursuant to a “covered garden leave agreement” between the Grantee and the Company, as defined by Florida Statutes section 542.43(5).
(c)The Grantee acknowledges that they received a copy of this Equity RCA (i) at least seven (7) days before an offer of employment expired if the Grantee is a new hire, or (ii) at least seven (7) days before the date that the offer to enter into this Equity RCA expired, if the Grantee is a current employee of the Company Group.
(d)The Grantee understands that the Grantee has the right to consult with an attorney before executing this Equity RCA.
Georgia:
If Georgia law is deemed to apply: the definition of Confidential Information will be understood to exclude information voluntarily disclosed to the public by the Company Group (excluding unauthorized disclosures by Grantee or others), information that is the result of independent development by others, and information that is otherwise available in the public


domain through lawful means. Nothing in this Equity RCA, including the definition of Confidential Information, limits or alters the definition of what constitutes a trade secret under any federal or state law designed to protect trade secrets. In addition, nothing in the customer non-solicit restrictions in Sections 3(d) and (d) shall restrict Grantee from accepting business from a Covered Customer so long as Grantee did not solicit, assist in soliciting, facilitate the solicitation of, provide, or offer to provide services to the Covered Customer (regardless of who first initiated contact) or use Confidential Information to encourage or induce the Covered Customer to withdraw, curtail or cancel its business with the Company Group or in any other manner modify or fail to enter into any actual or potential business relationship with the Company Group.
Illinois:
If Illinois law is deemed to apply, then the following applies to Grantee: (a) the non-compete restrictions in Section 4 shall not apply after Grantee’s employment with the Company Group ends if Grantee earns equal to or less than $75,000 annually (“Illinois Non-Compete Earnings Threshold”) (with the Illinois Non-Compete Earnings Threshold increasing by $5,000 every five (5) years from January 1, 2027 through January 1, 2037); (b) the non-solicit restrictions in Section 3 shall not apply if Grantee earns equal to or less than $45,000 annually (“Illinois Non-Solicit Earnings Threshold”) (with the Non-Solicit Earnings Threshold increasing by $2,500 every five (5) years from January 1, 2027 through January 1, 2037). Grantee further agree that if, at the time Grantee signs the Equity RCA, Grantee’s earnings do not meet the Illinois Non-Compete Earnings Threshold and/or the Illinois Non-Solicit Earnings Threshold, then the non-compete provision contained in Section 4, will automatically become enforceable against Grantee if and when Grantee begins earning an amount equal to or greater than the Illinois Non-Compete Earnings Threshold, and the non-solicit obligations in Section 3 will automatically become enforceable against Grantee if and when Grantee begins earning an amount equal to or greater than the Illinois Non-Solicit Earnings Threshold. In addition, Grantee acknowledges they were given at least fourteen (14) calendar days to review the Equity RCA. The Grantee understands that the Company advises the Grantee to consult with an attorney before entering into this Equity RCA.
Indiana:
If Indiana law is deemed to apply, then the definition of “Covered Employee” in Section 3 shall be modified to be limited to those employees who have access to or possess any Confidential Information that would give a competitor an unfair advantage.
Kansas
If Kansas law is deemed to apply, then the following applies to Grantee: (a) Section 3(d) shall be rewritten as follows: “knowingly engage in any conduct that is intended to cause, or could reasonably be expected to cause, a Covered Customer to stop or reduce doing business with the Company Group, or that would involve diverting business opportunities away from the Company Group, for the purpose of competing with the Business; or”, and (b) the definition of “Covered Customer” is modified to mean “any customer or prospective customer that is solicited, produced


or serviced, directly or indirectly, by the Grantee or any customer or prospective customer about whom the Grantee, directly or indirectly, had confidential business or proprietary information or trade secrets in the course of the Grantee’s relationship with the customer”.
Louisiana:
If Louisiana law is deemed to apply, then the following applies to Grantee: (a) the definition of “Territory” in Section 4 shall be understood to cover all of the parishes in Louisiana and counties and similar geographic subdivisions outside of Louisiana within the Territory; and (b) the non-solicit restrictions in Sections 3(c) through(f) (as well as the non-compete in Section 4) shall be limited to the foregoing Territory. The parishes in Louisiana include: Acadia, Allen, Ascension, Assumption, Avoyelles, Beauregard, Bienville, Bossier, Caddo, Calcasieu, Caldwell, Cameron, Catahoula, Claiborne, Concordia, DeSoto, East Baton Rouge, East Carroll, East Feliciana, Evangeline, Franklin, Grant, Iberia, Iberville, Jackson, Jefferson, Jefferson Davis, Lafayette, Lafourche, LaSalle, Lincoln, Livingston, Madison, Morehouse, Natchitoches, Orleans, Ouachita, Plaquemines, Pointe Coupee, Rapides, Red River, Richland, Sabine, St. Bernard, St. Charles, St. Helena, St. James, St. John, St. Landry, St. Martin, St. Mary, St. Tammany, Tangipahoa, Tensas, Terrebonne, Union, Vermilion, Vernon, Washington, Webster, West Baton Rouge, West Carroll, West Feliciana, and Winn.
Maine:
If Maine law is deemed to apply, then the following applies to Grantee: (a) Grantee acknowledges that if Grantee is being initially hired by the Company Group that Grantee was notified a noncompete agreement would be required prior to receiving a formal offer of employment from the Company Group and Grantee received a copy of the Equity RCA at least three (3) business days before they were required to sign the Equity RCA; (b) Section 4 will not take effect until one (1) year of employment or a period of six (6) months from the date the Equity RCA is signed, whichever is later; and (c) Section 4 shall not apply if Grantee earns at or below 400% of the federal poverty level.
Maryland:
If Maryland law is deemed to apply, then the following applies to Grantee: Section 4 shall not apply following termination of Grantee’s employment if Grantee earns equal to or less than 150% of the state minimum wage.
Massachusetts:
If Grantee resides or works in Massachusetts, then the following applies to Grantee:
(a)Section 4 will not apply if Grantee’s employment with the Company Group is terminated without Cause or if Grantee is terminated as part of a reduction in force.
(b)Grantee acknowledges that Grantee has been advised of their right to consult with an attorney about this Equity RCA and has been given an opportunity to do so.


(c)the Restricted Period applicable to Section 4 shall be limited to a period of one (1) year following the cessation of employment by the Company Group (as well as while employed by the Company Group); however, if Grantee breaches their fiduciary duty to the Company Group and/or has unlawfully taken, physically or electronically, any Company Records, then the Restricted Period for Section 4 shall be extended to a period of two (2) years from the cessation of employment with the Company Group.
(e)Grantee acknowledges that if Grantee is being initially hired by the Company Group that Grantee received a copy of this Equity RCA with their first formal offer of employment from the Company Group or at least ten (10) business days before commencement of Grantee’s employment by the Company Group, whichever came first; and if Grantee was already employed by the Company Group at the time of signing this Equity RCA, that Grantee was provided a copy hereof at least ten (10) business days before the effective date of this Equity RCA. If a currently employed Grantee signs the Agreement within ten (10) business days receiving it (“Review Period”), this Equity RCA will not take effect until the calendar day following the end of the Review Period.
(d)Any dispute arising under this Appendix B-1 shall be exclusively finally resolved by a state or federal court located in the county where Grantee resides or the business litigation session of the superior court in Suffolk County, Massachusetts and the Company and Grantee hereby consent to personal jurisdiction therein.
(e)Section 4 shall not apply to Grantee post-employment if Grantee is: classified as non-exempt under the Fair Labor Standards Act; 18 years or younger; or an undergraduate or graduate student in an internship or other short-term employment relationship while enrolled in college or graduate school.
Minnesota:
If Minnesota law is deemed to apply and Grantee entered into this Equity RCA in connection with the start of their employment with the Company Group, Grantee acknowledges that they were provided with notice of this Equity RCA when offered employment and were aware that execution of an agreement with non-solicit restrictions was a requirement of employment when they accepted the Company Group’s offer. In addition, (a) the key relationship non-solicit obligations in Sections 3(e) and (f) and the non-competition obligations in Section 4 shall not apply to Grantee after Grantee’s employment with the Company Group ends; and (b) the customer non-solicit obligations in Sections 3(c) and (d) are modified to only prohibit solicitation by Grantee of any Covered Customer to cease or reduce the extent to which it is doing business with the Company Group.
Nebraska:
If Nebraska law is deemed to apply, then the following applies to Grantee: (a) the definition of “Covered Customer” is modified so that it means any persons or entities with which Grantee did business and had personal business-related contact during the Look Back


Period; and (b) the definition of “Key Relationship” is modified so that it means vendors, agents, and contractors with which Grantee had personal business-related contact during the Look Back Period.
Nevada:
If Nevada law is deemed to apply, then the following applies to Grantee: (a) nothing in the Equity RCA precludes Grantee from providing services to any former client or customer or conducting business with a key relationship of the Company Group if: (i) Grantee did not solicit the former customer, client, or key relationship; (ii) the customer, client or key relationship voluntarily chose to leave and seek services from Grantee; and (iii) Grantee is otherwise complying with the limitations in this Equity RCA as to time and scope of activity to be restrained; (b) the non-compete obligations in Section 4 will not become effective until Grantee has either been employed by the Company Group for sixty (60) days or received $5,000 in wages from the Company Group; (c) if Grantee is paid solely on an hourly wage basis (exclusive of tips and gratuities), the non-compete in Section 4 shall not apply; and (d) if Grantee’s employment with the Company Group is terminated as a result of a reduction in force, reorganization or similar restructuring, the non-compete covenant in Section 4 will only be enforceable during the period in which the Company or an Affiliate is paying Grantee’s salary, benefits or equivalent compensation, including without limitation, severance pay, if it elects to make such a payment.
New Hampshire:
If New Hampshire law is deemed to apply, then the following applies to Grantee: (a) Section 4 does not apply if Grantee earns an hourly rate less than or equal to 200 percent of the federal minimum wage; and (b) Grantee acknowledges that Grantee was given a copy of this Equity RCA prior to a change in job classification or the offer of employment.
New York:
If New York law is deemed to apply, then the following applies to Grantee: the definition of “Covered Customer” in Section 3 is modified to exclude those customers who became a customer of the Company Group as a result of Grantee’s independent contact and business development efforts with the customer prior to and independent from his/her employment with the Company Group.
North Carolina:
If North Carolina law is deemed to apply, then the following applies to Grantee: the Look Back Period shall be calculated looking back one (1) year from the date the employment ends or two (2) years from the date of enforcement and not from the date employment ends, whichever provides the Company Group the greatest protection and is enforceable under applicable law.
North Dakota:


If North Dakota law is deemed to apply, then the following applies to Grantee: the non-solicit restrictions in Section 3(c) through (f) and the noncompetition restriction in Section 4 shall not apply after Grantee’s employment with the Company Group ends. However, any conduct relating to the solicitation of Company Group’s customers, key relationships or employees that involves the misappropriation of the Company Group’s trade secret information, such as its protected customer information, will remain prohibited conduct at all times, and nothing in this Equity RCA shall be construed to limit or eliminate any rights or remedies the Company would have against Grantee under trade secret law, unfair competition law, or other laws applicable in North Dakota absent this Equity RCA.
Oklahoma:
If Oklahoma law is deemed to apply, then the following applies to Grantee: (a) Sections 3(c) and (d) are rewritten as follows: “directly solicit the established customers of the Company Group for the purpose of doing any business that would compete with the Company Group’s Business”; and (b) the noncompetition restrictions in Section 4 shall not apply after Grantee’s employment with the Company Group ends.
Oregon:
If Oregon law is deemed to apply, then: unless the Company Group chooses to compensate Grantee as allowed under the Oregon Noncompete Act (Or. Rev. Stat. §653 et seq.), the noncompetition restrictions in Section 4 shall only apply to Grantee after their employment with the Company Group ends if the Grantee: (a) is engaged in administrative, executive or professional work and performs predominantly intellectual, managerial, or creative tasks, exercises discretion and independent judgment and earns a salary or is otherwise exempt from Oregon's minimum wage and overtime laws; and (b) the total amount of Grantee’s annual gross salary and commission, calculated on an annual basis, at the time of Grantee’s termination, exceeds $116,427 (or the earnings threshold in effect based on annual adjustment for inflation pursuant to the Consumer Price Index for All Urban Consumers, West Region (All Items), as published by the Bureau of Labor Statistics of the United States Department of Labor immediately preceding the calendar year of Grantee’s termination). In addition, if Grantee is a new employee, Grantee acknowledges that they were notified in a written offer of employment received two (2) weeks before the commencement of employment that a noncompetition agreement was a condition of employment. If the Grantee is a current employee, the Grantee acknowledges that the non-compete agreement contained in Section 4 is entered into upon a subsequent bona fide advancement of the employee by the employer.
Rhode Island:
If Rhode Island law is deemed to apply, then Section 4 shall not apply to Grantee post-employment if Grantee is: classified as non-exempt under the Fair Labor Standards Act; an undergraduate or graduate student in an internship or short-term employment relationship; 18 years of age or younger; or a low wage employee (defined as earning less than 250% of the federal poverty level).


South Dakota
If South Dakota law is deemed to apply, then: (a) the customer non-solicit restrictions in Sections 3(c) and (d) shall only apply in the Territory following the termination of the Grantee’s employment with the Company Group, and (b) the definition of the “Territory” in Section 4 is limited to locations in which the Company Group continues to engage in the Business.
Virginia:
If Virginia law is deemed to apply, then: (a) Section 4(b) of the non-compete shall not apply after Grantee’s employment with the Company Group ends; (b) the customer and key relationship non-solicit obligations in Sections 3(c) through (f) shall not restrict the Grantee from providing service to a customer or client of the Company Group if the Grantee did not initiate contact with or solicit the customer or client; (c) the Company and Grantee agree that the non-compete and non-solicit obligations are reasonably limited in nature and do not prohibit employment with a competing business in a non-competitive position; and (d) if Grantee resides in Virginia and their average weekly earnings calculated as provided for under Code of Virginia §40.1-28.7:7, are less than the average weekly wage of the Commonwealth as determined pursuant to Code of Virginia §65.2-500(B) or Grantee otherwise qualifies as a “low- wage employee” under the Code of Virginia then the noncompete obligation in Section 4(a) shall not apply to Grantee following the termination of the Grantee’s employment with the Company Group. Grantee shall not be considered a “low-wage employee” if Grantee’s earnings are derived, in whole or in predominant part, from sales commissions, incentives, or bonuses paid to Grantee by the Company Group.
Washington: If Washington law is deemed to apply, then:
(a)Unless Grantee earns from the Company Group more than $126,858.83 in Box 1 W-2 annual compensation, as adjusted annually for inflation by the Washington State Department of Labor & Industries (“Washington Earnings Threshold”), after Grantee’s employment with the Company Group ends:
(1)the non-compete in Section 4 shall not apply;
(2)the definition of “solicit” in Section 3 shall not apply;
(3)the customer non-solicit obligations in Sections 3(c) and (d) are modified to only prohibit solicitation by Grantee of any Covered Customer to cease or reduce the extent to which it is doing business with the Company Group, in accordance with the definition of a “Non-solicitation agreement” under Rev. Code of Wash. (“RCW”) §§49.62.005 - 900);
(4)the key relationship non-solicit in Sections 3(e) and (f) shall not apply; and
(5)the employee non-solicit obligations in Sections 3(a) and (b) are modified to only prohibit solicitation by Grantee of any Covered Employee to leave their employment


with the Company Group, in accordance with the definition of a “non-solicitation agreement” under RCW §§49.62.005 – 900.
(b)If, at the time Grantee signs the Equity RCA, their earnings do not meet the Washington Earnings Threshold, then the modifications in subparagraphs (a)(1) through (5) of the Washington section of this Appendix B-1 shall no longer apply and Sections 3 and 4 of the Equity RCA will automatically become enforceable against Grantee as originally drafted if and when Grantee begins earning an amount more than the Washington Earnings Threshold annually.
(c)If Grantee exceeds the Washington Earnings Threshold and Grantee’s employment is terminated as a result of a lay-off, the modifications in subparagraphs (a)(1) through (5) of the Washington section of this Appendix B-1 shall apply unless, for the period the Company chooses to enforce the covenants as originally drafted, the Company or an Affiliate provides Grantee with compensation equivalent to their base salary at the time of termination, minus the amount of any compensation Grantee earns through employment after the end of their employment with the Company Group, which Grantee agrees to promptly and fully disclose. For purposes of this section, “layoff” means termination of Grantee’s employment by the Company Group for reasons of the Company Group’s insolvency or other purely economic factors, and specifically excludes termination of Grantee’s employment for any other reason, either with or without cause.
(d)Nothing in this Equity RCA shall restrict Grantee from having an additional job, supplementing their income by working for another employer, working as an independent contractor, or being self-employed if Grantee does not earn at least twice the Washington minimum hourly wage, though Grantee will still be subject to the common law duty of loyalty and the Company’s Code of Conduct.
(e)In addition to the other forms of Protected Conduct, nothing in the Equity RCA prohibits disclosure or discussion of conduct Grantee reasonably believes to be illegal discrimination, illegal harassment, illegal retaliation, a wage and hour violation, or sexual assault, or that is recognized as against a clear mandate of public policy.
(f)If entering into this Equity RCA in connection with the start of their employment with the Company Group, Grantee acknowledges and agrees that Grantee has had the opportunity to review and consider the terms of the Equity RCA, including this Appendix B-1, before accepting an offer of employment with the Company Group. If entering into this Equity RCA after the commencement of employment, Grantee acknowledges they received independent consideration for the covenants in this Equity RCA and had sufficient advance notice to consider this Equity RCA before accepting it.
Wisconsin:


If Wisconsin law is deemed to apply, then the following applies to Grantee: (a) Sections 3(a) and (b) are rewritten as follows: “(a) participate in soliciting any Covered Employee of the Company Group that is in a Sensitive Position to leave the employment of the Company Group on behalf of (or for the benefit of) a Competing Business; or (b) knowingly assist a Competing Business in efforts to hire a Covered Employee away from the Company Group; or”; and (b) the definition of “Sensitive Position” is modified to refer to an employee of the Company Group who is uniquely essential to the management, organization, or service of the Company Group.


Exhibit 10.25
INSULET CORPORATION
2025 STOCK OPTION AND INCENTIVE PLAN
PERFORMANCE STOCK UNIT AGREEMENT
Name of Grantee:             «First__Name» «Last__Name»
Number of Restricted Stock Units
Granted:                 ____«Units_Granted»_____(the “Target Award”)
Grant Date:                 «Grant__Date»
Pursuant to the Insulet Corporation 2025 Stock Option and Incentive Plan (the “Plan”), Insulet Corporation (the “Company”) hereby grants an award under Section 10 of the Plan of the target number of Restricted Stock Units listed above (an “Award”) to the Grantee. Each Restricted Stock Unit shall relate to one share of Company common stock, par value $0.001 per share (the “Stock”), subject to the restrictions and conditions set forth herein and in the Plan. The actual number of Restricted Stock Units to be earned by the Grantee, if any, may be more or less than the target number. This Award is governed by this Performance Stock Unit Agreement, including Appendix A, Appendix B, and Appendix C attached hereto (this “Agreement”) and the Plan.
1.Acceptance of Award. The Grantee shall have no rights with respect to this Award unless the Grantee accepts this Award. To avoid cancellation of the Award, the Grantee must affirmatively accept the Award and the terms of this Agreement within 60 (sixty) days of the Grant Date. Follow the procedure described on the Fidelity website to accept the Award within such 60 (sixty)-day period; failure to do so will result in the automatic forfeiture and cancellation of the Restricted Stock Units.
2.Restrictions on Transfer of Award. The Grantee may not sell, transfer, pledge, assign or otherwise encumber or dispose of this Award, and any shares of Stock issuable with respect to this Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of until (i) the Restricted Stock Units have vested pursuant to the terms of this Agreement and (ii) shares of Stock have been issued to the Grantee in accordance with the terms of this Agreement.
3.Vesting of Restricted Stock Units. The Restricted Stock Units covered by this Agreement are subject to performance-based vesting as described in Appendix A, which must be satisfied before the Restricted Stock Units become vested. The number of Restricted Stock Units that may be earned in accordance with this Agreement, if any, may be more or less than the Target Award. In no event will the number of Restricted Stock Units that become vested hereunder exceed 250% of the Target Award.



4.Termination of Service Relationship. If the Grantee’s Service Relationship (as defined in Appendix A) with the Company or a Subsidiary is terminated prior to the vesting or termination of this Award, the following shall occur:
(a)Termination Due to Death or Disability. If the Grantee’s Service Relationship terminates by reason of the Grantee’s death or Disability on or prior to the last day of the Performance Period (as defined in Appendix A), 100% of the Target Award shall be deemed earned by the Grantee and shall become fully vested on the date of such termination. If the Grantee’s Service Relationship terminates by reason of the Grantee’s death or Disability after the last day of the Performance Period (as defined in Appendix A), the number of Restricted Stock Units earned by the Grantee shall be determined in accordance with the terms of Appendix A and the full amount of the Award so earned shall become fully vested and nonforfeitable on the later of the date of such termination or the Determination Date (as defined in Appendix A).
(b)Termination in Connection with a Change in Control. If, within 24 months after a Change in Control, (i) the Company terminates the Grantee’s Service Relationship without Cause (as defined below) or (ii) the Grantee terminates the Grantee’s Service Relationship for Good Reason (in each case, such termination is referred to herein as a “Qualifying Termination”), the number of Restricted Stock Units earned by the Grantee shall be equal to the greater of (i) the Target Award and (ii) the number of Restricted Stock Units that would have been earned based on the terms of Appendix A through the date of the Change in Control, as determined by the Committee in good faith. The full amount of the Award earned shall become fully vested and nonforfeitable as of the date of the Qualifying Termination.
For purposes of this Agreement, “Good Reason” shall mean that the Grantee has complied with the Good Reason Process (hereinafter defined) following the occurrence of any of the following events, without the Grantee’s consent: (i) a material diminution in the Grantee’s responsibilities, authority or duties; or (ii) a material reduction in the Grantee’s then current base salary except for across-the-board salary reductions similarly affecting all or substantially all similarly situated employees; or (iii) the relocation of the Company offices at which the Grantee is principally employed to a location more than fifty (50) miles from such offices. For purposes of clause (i) of the foregoing sentence, a change in a reporting relationship, or a change in a title will not, by itself, be sufficient to constitute a material diminution of responsibilities, authority or duty. For purposes of this Agreement, “Good Reason Process” shall mean: (A) the Grantee reasonably determines in good faith that a circumstance described in clause (i), (ii) or (iii) of the definition of Good Reason has occurred; (B) the Grantee notifies the Company in writing of the occurrence of such circumstance within thirty (30) calendar days of the occurrence of such circumstance; (C) the Grantee cooperates in good faith with the Company’s efforts, for a period of thirty (30) calendar days following such notice (the “Cure Period”), to remedy such circumstance; (D) notwithstanding such efforts, such circumstance continues to exist following the Cure Period; and (E) the Grantee terminates the Grantee’s Service Relationship within thirty (30) calendar days after the end of the Cure Period. If, during the Cure Period, the Company cures the circumstance that gives rise to the Good Reason Process, Good Reason shall be deemed not to have occurred.
    


For purposes of this Agreement, “Cause” shall mean the occurrence of any one or more of the following events:
i.conduct by the Grantee constituting an act of willful misconduct in connection with the performance of such Grantee’s duties, including, without limitation, misappropriation of funds or property of the Company or any Affiliate; or
ii.the Grantee’s commission of an act of fraud, embezzlement, misappropriation of funds, misrepresentation, malfeasance, or other material act of misconduct, in each case, against the Company or any Affiliate; or
iii.the commission of, conviction of, indictment for, or plea of guilty or nolo contendere by the Grantee of any felony or misdemeanor involving moral turpitude, deceit, dishonesty or fraud, or any conduct by the Grantee that results or could reasonably be expected to result in material injury or harm, including economic, business or reputational injury or harm, to the Company or any Affiliate; or
iv.the material failure by the Grantee to perform the duties and responsibilities of such Grantee’s job as required by the Company or the willful non-performance by the Grantee of such Grantee’s duties hereunder (other than by reason of the Grantee’s physical or mental illness, incapacity or disability); or
v.a breach by the Grantee of any of the provisions contained in Appendix C hereto or of any confidentiality, non-disclosure, non-competition, non-solicitation, or other restrictive covenant agreement by and between the Grantee and the Company or Affiliate; or
vi.a material violation by the Grantee of the policies of the Company or any of its Affiliates, including, without limitation, Code of Business Conduct and Ethics, Corporate Governance Guidelines, policies relating to employment, privacy, and insider trading, and any other policy; or
vii.willful failure to cooperate with an internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or other materials relevant to such investigation or the willful inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation.
(c)Retirement. If the Grantee’s Service Relationship terminates after the date that is six (6) months following the Grant Date and the Grantee meets the requirements of Retirement (as defined below), the Restricted Stock Units shall vest as follows:
i.If Grantee satisfies the Rule of 65 (as defined below), the Restricted Stock Units shall remain outstanding and shall continue to vest (and be eligible to settle), notwithstanding the Grantee’s Retirement, with vesting to occur as of the last day of
    


the Performance Period, subject to achievement of the performance targets set forth in Appendix A hereto (i.e., based on the Company’s actual performance).
ii.If Grantee satisfies the Rule of 60 (as defined below), a pro-rata portion of the Restricted Stock Units shall remain outstanding and shall continue to vest (and be eligible to settle), notwithstanding the Grantee’s Retirement, with vesting to occur as of the last day of the Performance Period,, subject to achievement of the performance targets set forth in Appendix A hereto (i.e., based on the Company’s actual performance). The pro rata portion shall be determined by multiplying the total number of Restricted Stock Units subject to this Agreement by a fraction, the numerator of which shall be the number of days of the Grantee’s continuous Service completed from the start of the Performance Period through the date of termination, and the denominator of which shall be the total number of days in the full Performance Period applicable to the Restricted Stock Units under this Agreement. Any remaining unvested Restricted Stock Units shall automatically and immediately be forfeited to the Company without consideration.
For purposes of this Agreement, the Grantee shall be considered to meet the requirements of “Retirement” if:
i.the Grantee’s Service Relationship terminates, other than by the Company for Cause, and the Grantee satisfies either (x) the “Rule of 65”, meaning the sum of the Grantee’s age and number of years of continuous Service equals sixty-five (65), provided that at the time of termination, the Grantee is at least fifty-five (55) years of age and has completed at least five (5) years of continuous Service at the time of termination, or (y) the “Rule of 60”, meaning the sum of the Grantee’s age and number of years of continuous Service equals sixty (60), provided that at the time of termination, the Grantee is at least fifty (50) years of age and has completed at least four (4) years of continuous Service at the time of termination. Solely for purposes of calculating the Grantee’s age and number of years of continuous Service under the Rule of 60, (1) each full year shall count as 1, and (2) an uncompleted year shall be calculated on a monthly basis where each full month shall count as 0.0833, and any uncompleted month shall count as 0;
ii.the Grantee remains in full compliance with all applicable restrictive covenants contained in Appendix C hereto (if the Grantee is a U.S. resident) and in any other agreement between the Grantee and the Company or its Affiliates, including, without limitation, any covenants relating to confidentiality, non-competition, non-solicitation, non-disparagement, and cooperation, throughout the period during which any Restricted Stock Units remain outstanding, unvested, or unsettled; and
iii. if the Grantee’s termination of Service Relationship is voluntary, the Grantee has provided the Company with at least 120 days’ (or such other longer period requested by the Company or applicable Affiliate) prior written notice of the proposed termination date.
    


To the extent that a court or tribunal of competent jurisdiction determines that this Section 4(c) is invalid or unenforceable, in whole or in part, due to any applicable law (including but not limited to age discrimination rules), the Company, in its sole discretion, shall have the power and authority to revise or strike such provision to the extent necessary to make it valid and enforceable to the full extent permitted under local law.
(d)Other Terminations. If the Grantee’s Service Relationship terminates for any reason other than as set forth in Section 4(a), 4(b), 4(c) or in the Plan, the entire Award shall automatically and without notice terminate, be forfeited and be and become null and void, and neither the Grantee nor any of his or her successors, heirs, assigns or personal representatives will thereafter have any further rights or interests in such forfeited Restricted Stock Units.
(e)Termination for Cause. If the Grantee’s Service Relationship is terminated for Cause, or if, following the termination of the Grantee’s Service Relationship and until the first anniversary of such termination, the Company becomes aware of conduct or activity by the Grantee that occurred during or following the Grantee’s Service that, in the judgment of the Company, would have constituted Cause had it been known at the time of termination, then: (i) the entire Award shall automatically and without notice terminate, be forfeited and be and become null and void as set forth in Section 4(d); and (ii) the Company shall have the right, in its sole and absolute discretion, to require the return to the Company of any shares delivered in respect of the Restricted Stock Units, or, if such shares have been sold or otherwise transferred, to recover from the Grantee the gross proceeds of such sale or transfer. The Company’s rights under this Section 4(e) shall be in addition to, and not in limitation of, any other rights or remedies available to the Company, whether under this Agreement, any other agreement, policy, or plan of the Company (including, without limitation, the Company’s Compensation Recoupment Policy, any other Company clawback or recoupment policy, or in the event that Applicable Law requires repayment by the Grantee of any compensation paid by the Company or the Employer to the Grantee), or otherwise at law or in equity.
(f)Termination Date. Unless otherwise provided in this Agreement or in the Plan, for purposes of the Award, a termination of the Grantee’s Service Relationship will be deemed to have occurred as of the date the Grantee is no longer providing active services to the Company or any of its Subsidiaries or Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or otherwise rendering services, or the terms of the Grantee’s employment or service agreement, if any) and will not be extended by any notice period (e.g., the Grantee’s Service Relationship will not include any contractual notice period or period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Grantee is employed or otherwise rendering services or the terms of the Grantee’s employment or service agreement, if any). The Committee shall have exclusive discretion to determine when the Grantee’s Service Relationship terminates for purposes of this Award (including when the Grantee is no longer considered to be providing Service while on a leave of absence).
5.Issuance of Shares of Stock. As soon as practicable following the earlier of the Determination Date or the date the Restricted Stock Units become vested in accordance with Section 4(a), 4(b) or 4(c) (but in no event later than two and one half months after the end of the
    


year in which the earliest of such dates occurs), the Company shall issue to the Grantee the number of shares of Stock equal to the aggregate number of Restricted Stock Units earned by the Grantee that have vested pursuant to the terms of this Agreement on such date and the Grantee shall thereafter have all the rights of a stockholder of the Company with respect to such shares, including voting and dividend rights (if applicable), and such shares of Stock shall not be restricted by the provisions hereof.
6.Incorporation of Plan. The text of the Plan is incorporated in this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan and have the meaning set forth in the Plan. This Agreement and the Plan constitute the entire understanding between the Grantee and the Company regarding the Restricted Stock Units covered by this Agreement. Any prior agreements, commitments, or negotiations concerning the Restricted Stock Units covered by this Agreement are replaced and superseded; provided, however, that if this Agreement or the Plan provide a level of benefits with respect to the Restricted Stock Units covered by this Agreement that differs from the level of benefits provided under the Insulet Corporation Amended and Restated Executive Severance Plan or the Insulet Corporation Severance Plan, in each case, as amended, then the terms of the plan that provides for the more favorable benefit to the Grantee shall govern.
7.Tax Withholding. Regardless of any action taken by the Company or, if different, the Affiliate or Subsidiary that is Grantee’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (the “Tax-Related Items”) is and remains the Grantee’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Grantee further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including but not limited to, the grant or vesting of the Restricted Stock Units, the issuance of shares of Stock upon vesting of the Restricted Stock Units, the subsequent sale of shares of Stock acquired pursuant to such vesting or the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the Plan to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee is subject to Tax-Related Items in more than one jurisdiction, the Company and/or the Employer (or former Employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
In connection with any relevant taxable or tax withholding event, as applicable, the Grantee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. To satisfy any withholding obligations of the Company and/or the Employer with respect to Tax-Related Items, the Grantee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one (or a combination) of the following:
a.withholding from the Grantee’s wages or other cash compensation paid by the Company or the Employer;
    


b.withholding from proceeds of the sale of shares of Stock acquired upon settlement of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization without further consent);
c.requiring the Grantee to tender a cash payment to the Company or the Employer in the amount of the Tax-Related Items; and/or
d.withholding shares of Stock otherwise deliverable upon settlement of the Restricted Stock Units.
Notwithstanding the foregoing if the Grantee is subject to Section 16 of the Exchange Act, the Company will withhold shares of Stock to satisfy any applicable Tax-Related Items withholding upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is not feasible under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (a), (b) and (c) above or as otherwise approved by the Committee.
Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering minimum statutory withholding amounts or other withholding rates, including maximum applicable rates in the Grantee’s jurisdiction(s). In the event of over-withholding, the Grantee may receive a refund over any over-withheld amount in cash (with no entitlement to the equivalent in shares of Stock), or, if not refunded, the Grantee may seek a refund from the applicable tax authorities. In the event of under-withholding, the Grantee may be required to pay additional Tax-Related Items directly to the applicable tax authorities or to the Company or the Employer. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, the Grantee will be deemed to have been issued the full number of shares of Stock subject to the Restricted Stock Units, notwithstanding that a number of shares of Stock are held back solely for the purpose of satisfying the Tax-Related Items.
Finally, the Grantee agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue and/or deliver shares of Stock or proceeds from the sale of shares of Stock, if the Grantee fails to comply with his or her obligations in connection with the Tax-Related Items.
8.Section 409A of the Code. This Agreement shall be interpreted in such a manner that all provisions relating to the settlement of the Award are exempt from the requirements of Code Section 409A as “short-term deferrals” as described in Code Section 409A.
9.Nature of Grant. In accepting the Award, the Grantee understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, and the Company may amend, modify, suspend or terminate the Plan at any time, to the extent permitted by the Plan; (b) the Plan is operated and the Restricted Stock Units are granted solely by the Company, and only the Company is a party to this Agreement; accordingly, any rights the
    


Grantee may have under this Agreement, including related to the Restricted Stock Unit, may be raised only against the Company and not any Subsidiary or Affiliate (including, but not limited to, the Employer); (c) the grant of Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past; (d) all decisions with respect to future Restricted Stock Units or other grants, if any, will be at the sole discretion of the Company; (e) this Agreement does not give the Grantee the right to remain retained or employed by the Company or Employer in any capacity; (f) the Company and the Grantee’s Employer (or any of their Subsidiaries or Affiliates) reserve the right to terminate the Grantee’s Service Relationship at any time and for any reason, in accordance with Applicable Laws; (g) if the Grantee is not providing Service to the Company or Employer, the Award grant does not establish an employment or other Service Relationship with the Company; (h) the Grantee is voluntarily participating in the Plan; (i) the Restricted Stock Units and the shares of Stock subject to the Restricted Stock Units, and the income from and value of same, are not intended to replace any pension rights or compensation; (j) the Restricted Stock Units and the shares of Stock subject to the Restricted Stock Units, and the income from and value of same, are not part of normal or expected compensation for purposes of, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits or similar mandatory payments; (k) the future value of the shares of Stock subject to the Restricted Stock Units is unknown, indeterminable, and cannot be predicted with certainty; (l) no claim or entitlement to compensation or damages shall arise from the forfeiture of the Restricted Stock Units or recovery by the Company of any shares of Stock resulting from the (i) termination of the Grantee’s Service Relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment or other laws in the jurisdiction where the Grantee is employed or otherwise rendering services, or the terms of the Grantee’s employment or service agreement, if any) and/or (ii) the application of any recoupment, recovery or clawback policy, as described in Section 24 of this Agreement; (m) unless otherwise agreed with the Company, the Award and shares of Stock acquired under the Plan, and the income from and value of same, are not granted as consideration for, or in connection with, any Service the Grantee may provide as a director of any Subsidiary or Affiliate; (n) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Restricted Stock Units transferred to, or assumed by, another company, nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Stock; and (o) the following provisions shall be applicable only to employees outside the United States: (i) the Restricted Stock Units and the shares of Stock subject to the Restricted Stock Units, and the income from and value of same, are not part of normal or expected compensation for any purpose; and (ii) neither the Company, the Employer, nor any other Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the U.S. Dollar that may affect the value of the Restricted Stock Units or of any amounts due to the Grantee upon vesting or the subsequent sale of shares of Stock acquired under the Plan.
10.Compliance with Law. Notwithstanding any other provision in the Plan or this Agreement, unless there is an available exemption from registration, qualification or other legal requirement applicable to the shares of Stock, the Company shall not be required to issue any
    


shares of Stock to the Grantee prior to the completion of any registration or qualification of the shares of Stock under any U.S. or non-U.S. local, state or federal securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or of any other governmental body, or prior to obtaining any approval or other clearance from any U.S. or non-U.S. local, state or federal governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. The Grantee understands that the Company is under no obligation to register or qualify the shares of Stock with the SEC or any other state or non-U.S. securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of shares of Stock. Further, the Grantee agrees that the Company shall have unilateral authority to amend this Agreement to the extent necessary to comply with securities or other laws applicable to the issuance of shares of Stock.
11.Data Privacy.
(a)Data Collection and Usage. The Company and any Subsidiaries or Affiliates, including the Employer, may collect, process and use certain personal information about the Grantee, including, but not limited to, the Grantee’s name, home address and telephone number, email address, date of birth, social security, social insurance, passport or other identification number, salary, nationality, job title, any shares of Stock or directorships held in the Company or any of its Subsidiaries or Affiliates, details of all awards or any other entitlement to shares of Stock or equivalent benefits awarded, canceled, exercised, vested, unvested or outstanding in the Grantee’s favor (“Data”), for the purposes of implementing, administering and managing the Plan. The legal basis, where required, for the processing of Data by the Company and the third-party service providers described below is the necessity of the data processing for the Company to perform its contractual obligations under the Agreement and the Company’s legitimate business interest of managing the Plan and generally administering the Awards.
California residents please note, the categories of personal information, including sensitive personal information, are (i) identifiers, (ii) characteristics of protected classifications under California or federal law, (iii) professional or employment related information, (iv) social security, driver’s license, state identification card, or passport number, and (v) any personal information that identifies, relates to, describes, or is capable of being associated with a particular individual. The personal information is not sold or shared for cross-context behavioral advertising. The California Consumer Privacy Act Policy is available at Insulet's California Privacy Policy.
(b)Plan Administration Service Providers. The Company transfers Data to Fidelity Stock Plan Services, LLC (“Fidelity”), an independent service provider based in the United States, which assists the Company with the implementation, administration and management of the Plan. The Grantee acknowledges and understands that Fidelity will open an account for the Grantee to receive and trade shares of Stock acquired under the Plan and that the Grantee will be asked to agree on separate terms and data processing practices with Fidelity, with such agreement being a condition to the ability to participate in the Plan. The legal basis for the transfer of Data by the Company to Fidelity is the Grantee’s consent. As a result, in the absence
    


of appropriate safeguards such as standard data protection clauses, the processing of the Grantee’s Data in the United States or, as the case may be, other countries, may not be subject to substantive data processing principles or supervision by data protection authorities. In addition, the Grantee may not have enforceable rights regarding the processing of Data in such countries. The Company provides appropriate safeguards for protecting Data that it receives in the United States through its adherence to data transfer agreements entered into between the Company and its Subsidiaries and Affiliates within the EU and other non-U.S. jurisdictions.
(c)International Data Transfers. The Company and its service providers are based in the United States. The Grantee’s country or jurisdiction may have different data privacy laws and protections than the United States. The Company’s legal basis, where required, for the transfer of Data is the Grantee’s consent.
(d)Data Retention. The Company will hold and use Data only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan, or as required to comply with legal or regulatory obligations, including under tax and securities laws.
(e)Voluntariness and Consequences of Consent Denial or Withdrawal. Participation in the Plan is voluntary, and the Grantee is providing the consents herein on a purely voluntary basis. The Grantee understands that he or she may withdraw the consent at any time with future effect for any or no reason. If the Grantee does not consent, or if the Grantee later seeks to revoke his or her consent, the Grantee’s salary from or employment and career with the Employer will not be affected; the only consequence of refusing or withdrawing the Grantee’s consent is that the Company would not be able to grant Restricted Stock Units or other equity awards to the Grantee or administer or maintain the Grantee’s participation in the Plan.
(f)Data Subject Rights. The Grantee may have a number of rights under data privacy laws in the Grantee’s jurisdiction. Depending on where the Grantee is based, such rights may include the right to (i) request access or copies of Data the Company processes, (ii) rectification of incorrect Data, (iii) deletion of Data, (iv) restrictions on processing of Data, (v) portability of Data, (vi) lodge complaints with competent authorities in the Grantee’s jurisdiction, and/or (vii) receive a list with the names and addresses of any potential recipients of Data. To receive clarification regarding these rights or to exercise these rights, the Grantee can contact his or her local human resources representative.
(g)Alternative Basis for Data Processing/Transfer. The Grantee understands that in the future, the Company may rely on a different legal basis for the processing and/or transfer of Data and/or request that the Grantee provide another data privacy consent form. Upon request of the Company or the Employer, the Grantee agrees to provide an executed data privacy consent form (or any other agreements or consents) that the Company and/or the Employer may deem necessary to obtain from the Grantee for the purpose of administering the Grantee’s participation in the Plan in compliance with the data privacy laws in the Grantee’s country, either now or in the future. The Grantee understands and agree that the Grantee will not be able to participate in the Plan if the Grantee fails to provide any such consent or agreement requested by the Company and/or the Employer.
    


12.Appendices. Appendix A, Appendix B, and Appendix C (collectively, the “Appendices”) are an integral part of this Agreement and any reference herein to this Agreement include the Appendices in such reference. Notwithstanding any other provision in this Agreement, the Award will be subject to any special terms and conditions set forth in Appendix B that are or may be applicable to the Grantee because of Grantee’s work location and/or place of residence. Moreover, if the Grantee relocates to one of the countries included in Appendix B, the special terms and conditions for such country will apply to the Grantee, to the extent that the Company determines that application of such terms and conditions is necessary or advisable for legal or administrative reasons.
13.Restrictive Covenants.
a.U.S. Residents: In consideration for and as a condition to the Award under this Agreement, the Grantee agrees to the terms and conditions set forth in Appendix C to this Agreement, as may be modified or supplemented by Appendix C-1 thereto. Appendix C and Appendix C-1 constitute part of this Agreement. In the event of any conflict between any restrictive covenants contained in Appendix C and any restrictive covenants in any other agreement between the Grantee and the Company or any Affiliate, including, without limitation, any covenants relating to confidentiality, non-competition, non-solicitation, non-disparagement, or cooperation, the provisions of Appendix C shall govern.
b.Non-U.S. Residents: In consideration for and as a condition of the Award under this Agreement, the Grantee reaffirms acceptance of any restrictive covenants in any agreement between the Grantee and the Company or any Affiliate, including, without limitation, any covenants relating to confidentiality, non-competition, non-solicitation, non-disparagement, or cooperation. For avoidance of doubt, a breach of any such restrictive covenants shall constitute Cause, as defined in this Agreement.
14.Insider Trading/Market Abuse Laws. The Grantee may be subject to insider trading restrictions and/or market abuse laws, in applicable jurisdictions, including but not limited to the United States, the Grantee’s country and any stock plan service provider’s country, which may affect the Grantee’s ability, directly or indirectly, to purchase or sell, or attempt to sell or otherwise dispose of shares of Stock, rights to shares of Stock (e.g., Restricted Stock Units) or rights linked to the value of shares of Stock during such times as the Grantee is considered to have “inside information” regarding the Company (as defined by the laws in the applicable jurisdiction).  Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Grantee placed before possessing inside information. Furthermore, the Grantee could be prohibited from (i) disclosing the inside information to any third party, including fellow employees (other than on a “need to know” basis), and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy.  It is the Grantee’s responsibility to comply with any applicable restrictions and he or she should consult with his or her personal legal advisor on this matter.
    


15.Language. The Grantee acknowledges that he or she is sufficiently proficient in English or has consulted with an advisor who is sufficiently proficient in English, so as to allow the Grantee to understand the terms and conditions of this Agreement. If the Grantee has received this Agreement, or any other document(s) related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control, unless otherwise explicitly required by Applicable Laws.
16.Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Grantee’s participation in the Plan and on any shares of Stock acquired under the Plan, if the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Grantee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
17.Foreign Asset/Account Reporting Requirements. The Grantee acknowledges that there may be certain foreign asset and/or account reporting requirements which may affect his or her ability to acquire or hold shares of Stock or cash received from participating in the Plan (including from any dividends paid on shares of Stock) in a brokerage or bank account outside the Grantee’s country. The Grantee may be required to report such accounts, assets or related transactions to the tax or other authorities in his or her country. The Grantee also may be required to repatriate sale proceeds or other funds received as a result of his or her participation in the Plan to his or her country within a certain time after receipt. The Grantee acknowledges that it is his or her responsibility to comply with such regulations, and the Grantee should speak to his or her personal legal advisor on this matter.
18.No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Grantee’s participation in the Plan or the acquisition or sale of shares of Stock. The Grantee should consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.
19.Governing Law; Venue. This Agreement will be interpreted and enforced under the laws of the State of Delaware, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. For purposes of any action, lawsuit or other proceedings brought to enforce this Agreement, relating to it, or arising from it, the Grantee hereby submits to and consents to the sole and exclusive jurisdiction of the courts of Middlesex County, Massachusetts, or the federal courts for the United States for the District of Massachusetts, and no other courts, where this grant is made and/or to be performed.
20.Severability. The provisions of this Agreement are severable and if any one or more of the provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions will nevertheless be binding and enforceable.
    


21.Waiver. The Grantee acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Grantee or any other participant.
22.Electronic Delivery. By accepting the Award, the Grantee consents to receive documents related to the Award by electronic delivery and, if requested, agrees to participate in the Plan through an on-line electronic system established and maintained by the Company or another third party designated by the Company. The Grantee’s consent shall remain in effect through the term of his or her Service Relationship and thereafter until he or she withdraws such consent in writing to the Company.
23.Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.
24.Clawback. The Grantee agrees and acknowledges that the entire Award, whether or not vested or settled and the shares of Stock that may be issued hereunder (including the proceeds from any sale of such shares of such Stock), are subject to mandatory repayment by the Grantee to the Company under the Company’s Compensation Recoupment Policy, to the extent applicable, as well as under any other Company “clawback” or recoupment policy or in the event that Applicable Law requires repayment by the Grantee of any compensation paid by the Company or the Employer to the Grantee.
In order to satisfy any recoupment obligation arising under any clawback or compensation recovery policy that the Company adopts, including the Company’s Recoupment Policy or otherwise under Applicable Laws or under Section 4(e) of this Agreement, the Grantee expressly and explicitly authorizes the Company to issue instructions, on the Grantee’s behalf, to Fidelity or any other brokerage firm or stock plan service provider engaged by the Company to hold any shares of Stock or other amounts acquired pursuant to the Award to re-convey, transfer or otherwise return such shares of Stock and/or other amounts to the Company.
Without limiting the foregoing, if the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws and the Grantee knowingly engaged in the misconduct, was grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct, or was grossly negligent in failing to prevent the misconduct, the Grantee shall reimburse the Company the amount of any payment in settlement of the Award earned or accrued during the twelve (12)-month period following the first public issuance or filing with the SEC (whichever first occurred) of the financial document that contained such material noncompliance.
No recovery of compensation under this Section 24 will be an event giving rise to a right to resign for Good Reason or be deemed a “constructive termination” (or any similar term) as such terms are used in any agreement between the Grantee and the Company or any Subsidiary or Affiliate.
    



By electronically accepting this Agreement, including, without limitation, the Appendices, Grantee agrees to all of the terms and conditions described in this Agreement and in the Plan.
______________________________
Grantee Name
Grantee Acceptance Date
    


APPENDIX B
TO THE
PERFORMANCE STOCK UNIT AGREEMENT
UNDER THE INSULET CORPORATION
2025 STOCK OPTION AND INCENTIVE PLAN
Capitalized terms used but not defined in this Appendix B have the meanings set forth herein or in the Plan.
Terms and Conditions
This Appendix B includes additional terms and conditions that govern this Award if the Grantee resides and/or works in one of the countries listed herein. If the Grantee is a citizen or resident of a country other than the one in which he or she is currently residing and/or working, transfers employment and/or residency to another country after receiving the grant of Restricted Stock Units, or is considered a resident of another country for local law purposes, the Company shall, in its discretion, determine to what extent the terms and conditions herein will apply to the Grantee.
Notifications
This Appendix B also includes information regarding taxes and certain other issues of which the Grantee should be aware with respect to participation in the Plan. The information is based on the securities, exchange control, income tax and other laws in effect in the respective countries as of January 2026. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Grantee not rely on the information herein as the only source of information relating to the consequences of participation in the Plan because the information may be out of date at the time the Grantee vests in the Restricted Stock Units or sell shares of Stock acquired under the Plan.
In addition, the information contained herein is general in nature and may not apply to the Grantee’s particular situation, and the Company is not in a position to assure the Grantee of any particular result. Accordingly, the Grantee are advised to seek appropriate professional advice as to how the relevant laws in his or her country of residence may apply to his or her personal situation.
If the Grantee is a citizen or resident of a country other than the one in which he or she is currently residing and/or working, transfers employment and/or residency to another country after the grant of the Award, or is considered a resident of another country for local law purposes, the information contained herein may not be applicable to the Grantee in the same manner. The Grantee is advised to consult his or her personal advisor to determine the extent to which the notifications apply to the Grantee’s specific situation.

    


AUSTRALIA
Notifications
Securities Information. The offer is being made under Division 1A, Part 7.12 of the Corporations Act 2001 (Cth).
Exchange Control Notification. Exchange control reporting is required for inbound cash transactions exceeding A$10,000 and inbound international fund transfers of any amount. The Australian bank assisting with the transaction will file the report for the Grantee. If there is no Australian bank involved in the transfer, the Grantee will have to file the report.
Tax Information. The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) (the “Act”) applies (subject to the conditions in the Tax Assessment Act).
AUSTRIA
Notifications
Exchange Control Information. If the Grantee holds shares of Stock obtained through the Plan outside Austria, the Grantee may be required to submit reports to the Austrian National Bank if certain thresholds are exceeded.
If the value of shares of Stock meets or exceeds a certain threshold, the Grantee must report the securities held on a quarterly basis to the Austrian National Bank as of the last day of the quarter, on or before the 15th day of the month following the end of the calendar quarter. Where the cash amounts held outside of Austria meets or exceeds a certain threshold, monthly reporting obligations apply as explained in the next paragraph.
If the Grantee sells shares of Stock, or receives any cash dividends, the Grantee may have exchange control obligations if the Grantee holds the cash proceeds outside of Austria. If the transaction volume of all the Grantee's accounts abroad meets or exceeds a certain threshold, the Grantee must report to the Austrian National Bank the movements and balances of all accounts on a monthly basis, as of the last day of the month, on or before the 15th day of the following month, on the prescribed forms.
BELGIUM
Notifications
Foreign Asset/Account Reporting Information. Belgian residents are required to report any securities (e.g., shares of Stock acquired under the Plan) or bank accounts (including brokerage accounts) held outside Belgium on their annual tax return. The first time the Grantee reports the foreign security and/or bank account on the Grantee’s annual income tax return, the Grantee will have to provide the National Bank of Belgium Central Contact Point with the account number, bank name and country in which any such account was opened in a separate form. This report,
    


as well as additional information on how to complete it, can be found on the website of the National Bank of Belgium, www.nbb.be, under Kredietcentrales / Centrales des crédits caption.
Annual Securities Accounts Tax. An annual securities accounts tax may be payable if the total value of securities held in a Belgian or federal securities account (e.g., shares of Stock acquired under the Plan) exceeds a certain threshold on four reference dates within the relevant reporting period (i.e., December 31, March 31, June 30 and September 30). In such case, the tax will be due on the value of the qualifying securities held in such account. The Grantee should consult with the Grantee’s personal tax advisor regarding the application of this tax.
CANADA
Terms and Conditions
Form of Delivery. Notwithstanding any discretion in the Plan or this Award, any Restricted Stock Units that vest will be paid in whole shares. For the avoidance of doubt, under no circumstances will the Restricted Stock Units covered by this Award be settled in cash.
Nature of Grant. Subsections (j), (l) and (o) of the “Nature of Grant” provision in Section 9 of the Performance Stock Unit Agreement apply, except as explicitly and minimally required under applicable legislation.
Termination of Service Relationship. The following provision replaces Section 4(f) of the Performance Stock Unit Agreement:
By electronically enrolling in the Plan, the Grantee understands that unless otherwise provided in this Agreement or the Plan, in the event the Grantee ceases to provide Service to the Company or the Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of local laws or the terms of the Grantee’s employment agreement, if any), unless otherwise determined by the Company, provided for in the Agreement, or explicitly and minimally required under applicable legislation, the Grantee’s right to participate in the Plan or vest in Restricted Stock Units, if any, will terminate effective as of the date the Grantee is no longer actively providing Service (the "Termination Date").
Unless explicitly required by applicable legislation, the Termination Date shall not include or be extended by any period during which notice, pay in lieu of notice, or any related payments or damages are provided or required to be provided under statute, contract, common law, civil law or otherwise. Unless otherwise explicitly provided in this Agreement or determined by the Committee, or explicitly required by applicable legislation, the Grantee's right to vest in the Restricted Stock Units under the Plan, if any, will terminate as of the Termination Date.
The Committee has the exclusive discretion to determine when the Grantee is no longer actively employed for purposes of participation in the Plan (including whether the Grantee may still be considered to be actively providing Service while on a leave of absence). If, notwithstanding the foregoing, applicable employment standards legislation explicitly requires continued vesting or other participation during a statutory notice period, the Grantee’s right to vest in the Restricted Stock Units or otherwise benefit from or participate in the Plan, if any, will terminate effective as
    


of the last date of the minimum statutory notice period, but the Grantee will not earn or be entitled to pro-rated vesting or other benefits or participation if the vesting date falls after the end of the Grantee’s statutory notice period, nor will the Grantee be entitled to any compensation for lost vesting, benefits or other participation.
Notifications
Securities Law Information. The Grantee will not be permitted to sell or otherwise dispose of the shares of Stock acquired under the Plan within Canada. The Grantee will only be permitted to sell or dispose of any shares of Stock if such sale or disposal takes place outside of Canada through the facilities of the Nasdaq Stock Market on which the shares of Stock are listed or through such other exchange on which the shares of Stock may be listed in the future.
FRANCE
Terms and Conditions
Tax Considerations. The Restricted Stock Units granted under this Award are not intended to be French tax-qualified Restricted Stock Units.
Consent to Receive Information in English. By accepting the Restricted Stock Units, the Grantee confirms having read and understood the documents related to the Restricted Stock Units (the Plan and this Award) which were provided in the English language. The Grantee accepts the terms of these documents accordingly.
Consentement Relatif a la Langue Utilisee. En acceptant l’attribution («Restricted Stock Units»), vouz confirmez avoir lu et compris les documents relatifs à les Restricted Stock Units (le Plan et le Contrat d’Attribution) qui ont été remis en anglais. Vous acceptez les termes de ces documents en connaissance de cause.
Notifications
Foreign Asset/Account Reporting Information. The Grantee understands that if the Grantee is a French resident, he or she may hold shares of Stock outside France, provided that the Grantee declare all foreign accounts, whether open, current or closed, on the Grantee’s annual income tax return. Failure to comply could trigger significant penalties.
GERMANY
Notifications
Exchange Control Information. Cross-border payments in excess of €50,000 must be reported to the German Federal Bank (Bundesbank). If the Grantee makes or receives a payment in excess of this amount (including if the Grantee acquires shares of Stock with a value in excess of this amount or sells shares of Stock and receives proceeds in excess of this amount), and/or if the Company withholds or sells shares of Stock with a value in excess of this amount to cover Tax-Related Items, the Grantee must report the payment and/or the value of the shares of Stock
    


withheld or sold to the Bundesbank. Such reports must be made either electronically using the “General Statistics Portal” (Allgemeine Meldeportal Statistik) which can be accessed via the Bundesbank’s website (www.bundesbank.de) or via such other method (e.g., by email or telephone) as is permitted or required by Bundesbank. The report must be submitted monthly or within such timing as is permitted or required by Bundesbank. The Grantee is responsible for making this report, if applicable.
Foreign Asset/Account Reporting Information. If the Grantee’s acquisition of shares of Stock acquired under the Plan leads to a so-called qualified participation at any point during the calendar year, the Grantee may need to report the acquisition when the Grantee files his or her tax return for the relevant year. A qualified participation is attained if (i) the value of shares of Stock acquired exceeds €150,000 or (ii) in the unlikely event the Grantee holds shares of Stock exceeding 10% of the Company’s total common stock. However, if the shares of Stock are listed on a recognized U.S. stock exchange and the Grantee owns less than 1% of the Company, this requirement will not apply to the Grantee.
MALAYSIA
Notifications
Director Notification Obligation. Malaysian resident participants who are directors of a Malaysian Subsidiary or Affiliate are subject to certain notification requirements under the Malaysian Companies Act 2016. Among these requirements is an obligation to notify the Malaysian Subsidiary or Affiliate in writing when receiving or disposing of an interest (e.g., Restricted Stock Units, shares of Stock, etc.) in the Company or any related company. This notification must be made within 14 days of receiving or disposing of any interest in the Company or any related company.
MEXICO
Terms and Conditions
Acknowledgement of the Agreement. By accepting the Restricted Stock Units, the Grantee acknowledges that he or she has received a copy of the Plan and the Agreement, which the Grantee has reviewed. The Grantee further acknowledges that he or she accepts all the provisions of the Plan and the Agreement. The Grantee also acknowledge that he or she has read and specifically and expressly approves the terms and conditions set forth in “Nature of Grant” provision in Section 9 of the Performance Stock Unit Agreement, which clearly provide as follows:
1.The Grantee’s participation in the Plan does not constitute an acquired right;
2.The Plan and the Grantee’s participation in it are offered by the Company on a wholly discretionary basis;
    


3.The Grantee shall not be considered to have any claim or entitlement to compensation or damages from the grant of the Restricted Stock Units or from the forfeiture of the Restricted Stock Units;
4.The Grantee’s participation in the Plan is voluntary; and
5.The Company and its Subsidiaries and Affiliates are not responsible for any decrease in the value of any shares of Stock acquired at vesting of the Restricted Stock Units.
Labor Law Acknowledgement and Policy Statement. By accepting the Restricted Stock Units, the Grantee acknowledges that the Company, with registered offices at 100 Nagog Park, Acton, Massachusetts 01720, U.S.A, is solely responsible for the administration of the Plan. The Grantee further acknowledges that his or her participation in the Plan, the grant of Restricted Stock Units and any acquisition of shares of Stock under the Plan do not constitute an employment or other service relationship between the Grantee and the Company because the Grantee is participating in the Plan on a wholly commercial basis and the Grantee’s sole service recipient is Insulet Mexico, S. de R.L. de C.V. (“Insulet Mexico”). Based on the foregoing, the Grantee expressly acknowledges that the Plan and the benefits that the Grantee may derive from participation in the Plan do not establish any rights between the Grantee and Insulet Mexico, and do not form part of any employment conditions and/or benefits provided by Insulet Mexico, and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of the Grantee’s continuous Service with Insulet Mexico.
The Grantee further understands that his or her participation in the Plan is the result of a unilateral and discretionary decision of the Company; therefore, the Company reserves the absolute right to amend and/or discontinue the Grantee’s participation in the Plan at any time, without any liability to the Grantee.
Finally, the Grantee hereby declares that he or she does not reserve any action or right to bring any claim against the Company for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, and that the Grantee therefore grants a full and broad release to the Company, its Subsidiaries, Affiliates, branches, representation offices, shareholders, officers, agents and legal representatives, with respect to any claim that may arise.
Spanish Translation
Reconocimiento del Contrato. Al aceptar las Unidades de Acciones Restringidas, el Beneficiario reconoce que ha recibido una copia del Plan y del Contrato, los cuales que el Beneficiario ha revisado. Además, el Beneficiario reconoce que acepta todas las disposiciones del Plan y del Contrato. También, el Beneficiario reconoce que ha leído y que específica y expresamente aprueba de los términos y condiciones de la Sección “Naturaleza de la Concesión” del Contrato, que claramente dispone lo siguiente:
1.La participación del Beneficiario en el Plan no constituye un derecho adquirido;
2.El Plan y la participación del Beneficiario en el Plan se ofrecen por la Compañía de una manera totalmente discrecional;
    


3.El Beneficiario no tendrá ningún derecho o reclamación por compensación o daño derivado de la concesión de las Unidades de Acciones Restringidas o derivado de la pérdida de las Unidades de Acciones Restringidas;
4.La participación del Beneficiario en el Plan es voluntaria; y
5.La Compañía y sus Filiales y Afiliadas no son responsables por ninguna disminución del valor de las Acciones adquiridas cuando las Unidades de Acciones Restringidas se maduren.
Reconocimiento Ley Laboral y Declaración de la Política. Al aceptar las Unidades de Acciones Restringidas, el Beneficiario reconoce que la Compañía, con oficinas registradas en 100 Nagog Park, Acton, Massachusetts 01720, EE.UU., es únicamente responsable por la administración del Plan. Además, el Beneficiario reconoce que su participación en el Plan, la concesión de las Unidades de Acciones Restringidas y cualquier adquisición de Acciones de conformidad con el Plan no constituyen una relación laboral u otra relación de servicio entre el Beneficiario y la Compañía, ya que el Beneficiario está participando en el Plan sobre una base totalmente comercial y el único recipiente de servicio es Insulet Mexico, S. de R.L. de C.V. (“Insulet Mexico”). Derivado de lo anterior, el Beneficiario expresamente reconoce que el Plan y los beneficios que se podrían derivar al participar en el Plan no establecen ningún derecho entre el Beneficiario y Insulet Mexico, y que no forman parte de las condiciones de cualquier empleo y/o las prestaciones otorgadas por Insulet Mexico, y cualquier modificación del Plan o su terminación no constituirán un cambio o deterioro de los términos y condiciones del Servicio continuo del Beneficiario con Insulet Mexico.
Además, el Beneficiario entiende que su participación en el Plan se resulta de una decisión unilateral y discrecional de la Compañía; por lo tanto, la Compañía se reserva el derecho absoluto de modificar y/o discontinuar la participación del Beneficiario en el Plan en cualquier momento, sin responsabilidad alguna hacia el Beneficiario.
Finalmente, en este acto el Beneficiario manifiesta que no se reserva acción o derecho alguno para interponer una reclamación o demanda en contra de la Compañía, por cualquier compensación o daño en relación con cualquier disposición del Plan o de los beneficios derivados del Plan, y, por lo tanto, el Beneficiario otorga un amplio y total finiquito a la Compañía, sus Filiales y Afiliadas, sucursales, oficinas de representación, sus accionistas, funcionarios, agentes y representantes legales con respecto a cualquier reclamación o demanda que pudiera surgir.
Notifications
Securities Law Information.  The Restricted Stock Units and any shares of Stock acquired under the Plan have not been registered with the National Register of Securities maintained by the Mexican National Banking and Securities Commission and cannot be offered or sold publicly in Mexico. In addition, the Plan, the Agreement and any other document relating to the Restricted Stock Units may not be publicly distributed in Mexico. These materials are addressed to the Grantee because of the Grantee’s existing relationship with the Company or its Subsidiaries or Affiliates and these materials should not be reproduced or copied in any form.
    


The offer contained in these materials does not constitute a public offering of securities, but rather constitutes a private placement of securities addressed specifically to individuals who are present employees of the Company or one of its Subsidiaries or Affiliates made in accordance with the provisions of the Mexican Securities Market Law, and any rights under such offering shall not be assigned or transferred.
NETHERLANDS
No country-specific considerations.
PORTUGAL
Terms and Conditions
Consent to Receive Information in English. The Grantee hereby expressly declares that the Grantee has full knowledge of the English language and has read, understood and fully accepted and agreed with the terms and conditions established in the Plan and Agreement.
Conhecimento da Lingua. El Beneficiário, pelo presente instrumento, declara expressamente que tem pleno conhecimento da língua inglesa e que leu, compreendeu e livremente aceitou e concordou com os termos e condições estabelecidas no Plano e no Acordo.
SAUDI ARABIA
Notifications
Securities Law Information.  The Agreement may not be distributed in the Kingdom of Saudi Arabia except to such individuals as are permitted under the Rules on the Offer of Securities and Continuing Obligations issued by the Capital Market Authority.
The Capital Market Authority does not make any representation as to the accuracy or completeness of the Agreement, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of the Agreement. The Grantee should conduct his or her own due diligence on the accuracy of the information relating to the securities. If the Grantee does not understand the contents of the Agreement, the Grantee should consult an authorized financial adviser.
SINGAPORE
Notifications
Securities Law Information.  The grant of the Award is being made pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the Securities and Futures Act, under which it is exempt from the prospectus and registration requirements and is not made with a view to the underlying shares of Stock being subsequently offered for sale to any other party. The Plan has not been and will not be lodged or registered as a prospectus with the Monetary Authority of Singapore.
    


Director Notification requirement.  The directors of a Singapore Subsidiary or Affiliate are subject to certain notification requirements under the Singapore Companies Act. The directors must notify the Singapore Subsidiary or Affiliate in writing of an interest (e.g., Restricted Stock Units, shares of Stock, etc.) in the Company or any related company within two business days of (i) its acquisition or disposal, (ii) any change in a previously-disclosed interest (e.g., upon purchase of shares of Stock or when shares of Stock acquired under the Plan are subsequently sold), or (iii) becoming a director.
SPAIN
Terms and Conditions
Labor Law Acknowledgment. By accepting the Award, the Grantee consents to participation in the Plan and acknowledges having received a copy of the Plan document.
The Grantee understands that the Company has unilaterally, gratuitously, and in its sole discretion decided to grant Restricted Stock Units under the Plan. The decision is limited and entered into based upon the express assumption and condition that (i) any Award will not economically or otherwise bind the Company or any of its Subsidiaries or Affiliates (including the Employer), on an ongoing basis, other than as expressly set forth in the Agreement and the Plan, (ii) the Award and any underlying shares of Stock shall not become part of any employment contract and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation), or any other right whatsoever, and (iii) except as otherwise set forth in the Agreement, the Restricted Stock Units shall cease vesting upon the termination of the Grantee’s Service Relationship, as detailed below. Furthermore, the Grantee understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, because the future value of the Restricted Stock Units and the underlying shares of Stock is unknown and unpredictable.
The Grantee understands and agrees that, as a condition of the grant of the Award, the termination of the Grantee’s Service Relationship for any reason other than death or Disability (including for the reasons listed below) will automatically result in the cancellation and loss of any Restricted Stock Units that may have been granted to the Grantee and that was not or did not become vested on the date of termination of the Grantee’s Service Relationship. In particular, the Grantee understands and agrees that, unless otherwise expressly provided by the Company in the Agreement, the Award will be cancelled without entitlement to the shares or to any amount as indemnification if the Grantee terminate his or her Service Relationship by reason of, but not limited to, the following: resignation; disciplinary dismissal adjudged to be with cause; disciplinary dismissal adjudged or recognized to be without good cause (i.e., subject to a “despido improcedente”); individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause; material modification of the terms of employment under Article 41 of the Workers’ Statute; relocation under Article 40 of the Workers’ Statute; Article 50 of the Workers’ Statute; unilateral withdrawal by the Grantee’s employer; and under Article 10.3 of Royal Decree 1382/1985.
The Grantee also understands that this grant of the Award would not be made but for the assumptions and conditions set forth above; thus, the Grantee understands, acknowledges and
    


freely accepts that, should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, the grant, the Award and any right to the underlying shares of Stock shall be null and void.
Notifications
Securities Law Information. The grant of the Award and the shares of Stock issued pursuant to the vesting of the Award are considered a private placement outside the scope of Spanish laws on public offerings and issuances of securities. The Plan and the Agreement have not been nor will they be registered with the Comisión Nacional del Mercado de Valores (Spanish Securities Exchange Commission), and they do not constitute a public offering prospectus.
Exchange Control Information. If the Grantee holds 10% or more of the share capital of the Company, the Grantee must declare the acquisition of shares of Stock to the Spanish Dirección General de Comercio e Inversiones, which is a department of the Ministry of Industry, Trade and Tourism for statistical purposes, generally within one month of the acquisition.
Further, the Grantee is required to declare electronically to the Bank of Spain any securities accounts (including brokerage accounts held abroad), as well as the securities held in such accounts if the value of the transactions for all such accounts during the relevant year or the balances in such accounts as of December 31st of the relevant year exceeds EUR 1,000,000. The Grantee should consult with his or her personal tax or legal advisor for further information regarding any exchange control reporting obligations.
Foreign Asset/Account Reporting Information.  To the extent the Grantee holds assets (e.g., cash or shares of Stock held in a bank or brokerage account) outside Spain with a value in excess of EUR 50,000 per type of asset (e.g., shares of Stock, cash, and so on) as of December 31 each year, the Grantee is required to report information on such assets on his or her tax return Form 720 for such year. After such assets are initially reported, the reporting obligation will only apply for subsequent years if the value of any previously-reported assets increases by more than EUR 20,000 or if the ownership of the asset is transferred or relinquished during the year. The reporting must be completed by March 31. Failure to comply with this reporting requirement may result in penalties. Accordingly, the Grantee should consult with his or her personal tax and legal advisors to ensure that the Grantee is properly complying with reporting obligations.
SWITZERLAND
Notifications
Securities Law Information. Neither this Agreement nor any other materials relating to the Restricted Stock Units (i) constitutes a prospectus according to articles 35 et seq. of the Swiss Federal Act on Financial Services (“FinSA”), (ii) may be publicly distributed or otherwise made publicly available in Switzerland to any person other than an employee of the Company, or (iii) has been or will be filed with, approved or supervised by any Swiss reviewing body according to article 51 of FinSA or any Swiss regulatory authority, including the Swiss Financial Market Supervisory Authority FINMA.
    


UNITED ARAB EMIRATES
Notifications
Securities Law Information. Participation in the Plan is being offered only to eligible employees and is in the nature of providing equity incentives to employees in the United Arab Emirates. The Plan and the Agreement are intended for distribution only to such employees and must not be delivered to, or relied on by, any other person. Prospective purchasers of the securities offered should conduct their own due diligence on the securities. If the Grantee does not understand the contents of the Plan or the Agreement, the Grantee should consult an authorized financial adviser.
The Emirates Securities and Commodities Authority has no responsibility for reviewing or verifying any documents in connection with the Plan. Neither the Ministry of Economy nor the Dubai Department of Economic Development have approved the Plan or the Agreement nor taken steps to verify the information set out therein, and have no responsibility for such documents.

UNITED KINGDOM
Terms and Conditions
Form of Delivery. Notwithstanding any discretion in the Plan or this Award, any Restricted Stock Units that vest will be paid in whole shares. For the avoidance of doubt, under no circumstances will the Restricted Stock Units be settled in cash.
Tax Withholding.  The following supplements Section 7 of the Performance Stock Unit Agreement:
Without limitation to Section 7 of the Performance Stock Unit Agreement, the Grantee agrees that he or she is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, as and when requested by the Company or, if different, the Employer or by HM’s Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Grantee also agrees to indemnify and keep indemnified the Company and, if different, the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on the Grantee’s behalf.
Notwithstanding the foregoing, if the Grantee is a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), the Grantee understands that he or she may not be able to indemnify the Company or the Employer for the amount of any Tax-Related Items not collected from or paid by him or her if the indemnification could be considered to be a loan. In this case, the Tax-Related Items not collected or paid by the Grantee, may constitute an additional benefit to him or her on which additional income tax and National Insurance contributions (“NICs”) may be payable. The Grantee understands that he or she will
    


be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to the Company and/or the Employer (as appropriate) the amount of any employee NICs due on this additional benefit, which may also be recovered from the Grantee by any of the means referred to in Section 7 of the Performance Stock Unit Agreement.
Joint Election. As a condition of participation in the Plan, the Grantee agrees to accept any liability for secondary Class 1 NICs which may be payable by the Company and/or the Employer in connection with the Award and any event giving rise to Tax-Related Items related to the Grantee’s participation in the Plan (the “Employer NICs”). Without prejudice to the foregoing, if requested to do so by the Employer or the Company, the Grantee agrees to execute a joint election with the Company or the Employer, the form of such joint election having been approved formally by HMRC (the “Joint Election”), and any other required consent or election to accomplish the transfer of Employer NICs to the Grantee. The Grantee further agrees to execute such other joint elections as may be required between the Grantee and any successor to the Company or the Employer. The Grantee further agrees that the Company or the Employer may collect the Employer NICs from him or her by any of the means set forth in Section 7 of the the Performance Stock Unit Agreement.
If, having been requested to enter into a Joint Election by the Employer or the Company, the Grantee does not enter into the Joint Election or if approval of the Joint Election has been withdrawn by HMRC, the Company, in its sole discretion and without any liability to the Company or the Employer, may choose not to issue or deliver any shares of Stock to the Grantee under the Plan.

    


APPENDIX C
RESTRICTIVE COVENANT APPENDIX TO
INSULET CORPORATION
2025 STOCK OPTION AND INCENTIVE PLAN

PERFORMANCE STOCK UNIT AGREEMENT
(For U.S. Residents)

This Restrictive Covenant Appendix (“Equity RCA”) is entered into between Grantee and Insulet Corporation (the “Company”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Insulet Corporation 2025 Stock Option and Incentive Plan or in the attached Performance Stock Unit Agreement. Grantee understands the Company and its Affiliates are engaged in the business of designing, developing and marketing subcutaneous drug delivery devices and related software (the “Business”). Grantee understands that the Company or one of its Affiliates employs Grantee in a position of trust and confidence related to the Business. In consideration of Grantee’s Award, the Company and Grantee agree as follows, subject to the jurisdiction-specific modifications in Appendix C-1 hereto:
1.Position of Trust and Confidence. The Company and its Affiliates (collectively, the “Company Group”) have provided and will provide Grantee with access to Confidential Information (including trade secrets) related to Grantee’s position, and may have provided or may provide Grantee with specialized training related to the Business and/or the opportunity to develop relationships with the employees, business contacts (customers and others) and agents of the Company Group for the purpose of developing goodwill for the Company Group. Grantee agrees that Grantee’s receipt of the foregoing would give Grantee an unfair competitive advantage if Grantee’s activities during employment, and for a reasonable period thereafter, were not restricted as provided for in this Equity RCA.
2.Confidential Information and Company Property. Subject to Section 7 below, Grantee agrees to use the Confidential Information only in the performance of Grantee’s duties for the Company Group, to hold such information in confidence and trust, and not to engage in any unauthorized use, copying, transmission or disclosure of such information during Grantee’s employment and for so long thereafter as such information qualifies as Confidential Information. “Confidential Information” means an item of information or compilation of information in any form (tangible or intangible) related to the business of the Company Group that Grantee acquires or gains access to during Grantee’s employment that the Company or its Affiliates have not authorized public disclosure of, and that is not readily available to the public or persons outside the Company Group. By way of example and not limitation, Confidential Information is understood to include: lists and records, contact information, private contract terms,
    


business preferences, and historical transaction data regarding existing and prospective customers; non-public records and data regarding the Company Group’s financial performance; business plans and strategies, forecasts and analyses; internal business methods and systems, know how, and innovations; marketing plans, research and analysis; unpublished pricing information, and variables such as costs, discounting options, and profit margins; business sale and acquisition opportunities identified by the Company Group and related analysis; records of private dealings with vendors, suppliers, and distributors; and Company Group trade secrets. Grantee acknowledges that items of Confidential Information are the Company Group’s valuable assets and have economic value because they are not generally known by the public or others who could use them to their own economic benefit and/or to the competitive disadvantage of the Company Group. Grantee agrees that all records, in any form (such as email, database, correspondence, notes, files, contact lists, drawings, specifications, spreadsheets, manuals, and calendars) that contain Confidential Information or otherwise relate to the business of the Company Group, with the exception of wage and benefit related materials provided to Grantee as an employee for Grantee’s own use as an employee, are the property of the Company Group (collectively “Company Records”). Grantee will follow all Company Group policies regarding use or storage of Company Records, and return all such records (including all copies) when Grantee’s employment with the Company Group ends or sooner if requested.
    Notwithstanding the foregoing, it is understood that this provision is not a covenant not to compete, and at all times after Grantee’s employment with the Company Group ends, Grantee is free to use information which is generally known in the trade or industry through no breach of this Equity RCA or other act or omission by Grantee and that is not specific to the Company Group’s business (such as business transactions or products). If required by applicable law, the restrictions on use or disclosure of Confidential Information will only apply for three (3) years after the end of Grantee’s employment with the Company Group, where information that does not qualify as a trade secret is concerned; however, the restrictions will continue to apply to trade secret information for as long as the information at issue remains qualified as a trade secret.
3.Non-Solicit. In order to protect the Company Group’s Confidential Information (including trade secrets) and key business relationships, Grantee agrees that, during the Restricted Period (as defined below), Grantee will not (directly or by assisting or directing others):
(a)solicit any Covered Employee (as defined below) to leave the employment of the Company Group; or
(b)facilitate the hiring attempted hiring of any Covered Employee on behalf of a Competing Business; or
(c)solicit, or attempt to solicit, a Covered Customer for the purpose of doing any business that would compete with the Business; or
    


(d)knowingly engage in any conduct that is intended to cause, or could reasonably be expected to cause a Covered Customer to stop or reduce doing business with the Company Group, or that would involve diverting business opportunities away from the Company Group; or
(e)solicit, or attempt to solicit, a Key Relationship for the purpose of doing any business that would compete with the Business; or
(f)knowingly engage in any conduct that is intended to cause, or could reasonably be expected to cause the Key Relationship to stop or reduce doing business with the Company Group, or that would involve diverting business opportunities away from the Company Group.
    Nothing herein is intended or to be construed as a prohibition against general advertising such as “help wanted” ads that are not targeted at the Company Group’s employees.
    “Restricted Period” means: (i) the period while Grantee is employed by the Company Group; and (ii) the one (1) year after Grantee’s employment with the Company Group ends, irrespective of which party ends the relationship or why it ends. “Covered Employee” means any employee of Company Group whom Grantee supervised, with whom Grantee worked, or about whom Grantee received Confidential Information during the Look Back Period. “Competing Business” means any person or entity that engages in (or is planning to engage in) a business that competes with a portion of the Business that Grantee had involvement with or access to Confidential Information about during the last two (2) years of Grantee’s employment with the Company Group (or such shorter period of time as Grantee is employed) (the “Look Back Period”). “Covered Customer” means a customer of the Company Group (or where permitted by law potential customer) that Grantee had material business-related contact or dealings with or access to Confidential Information about during the Look Back Period. Prospective customers include persons and entities that the Company Group has a reasonable expectation of doing business with at the time Grantee’s employment with the Company Group ends based on proposals, negotiations, or other communications that have been engaged in with the person or entity at issue. “Key Relationship” refers to a person or entity with an ongoing business relationship with the Company Group (including vendors, agents, and contractors) that Grantee had material business-related contact or dealings with during the Look Back Period. For the definitions of “Covered Customer” and “Key Relationship”, material business related-contact or dealings are presumed present when Grantee had direct communications with the person or entity (beyond a cold call or mass mailing) or Grantee supervised communications with the person or entity, where such communications were intended to result in, lead to, maintain, increase, facilitate or otherwise aid the sale or provision of products or services sold by the Company Group. The term “solicit” shall be presumed to mean to engage in contacts, acts, or communications, whether directly engaged in by Grantee in person or indirectly engaged in through the use or control of others, that cause or induce, attempt to cause or induce, or can be reasonably expected to cause or induce a party to engage in a particular action or
    


conduct, regardless of who first initiates the contact or communication, or whether or not the communication at issue is in response to a request for information.
    The restrictions contained in Section 3 above are understood to be reasonably limited by geography to those locations, and counties, where the Covered Customer, Key Relationship and Covered Employee are present and available for solicitation. However, to the extent additional geographic limitations are required to make the restrictions enforceable, they shall be deemed limited to the Territory (defined below).
4.Non-Compete. In order to protect the Company Group’s Confidential Information (including trade secrets) and key business relationships, Grantee agrees that, during the Restricted Period, Grantee will not (directly or by assisting or directing others), within the Territory (defined below):
(a)provide services for the benefit of a Competing Business that are the same or similar in function or purpose to those Grantee provided to the Company Group during the Look Back Period; or
(b)take on any other responsibilities for a Competing Business that would involve the probable use or disclosure of Confidential Information or the conversion of Covered Customers or Key Relationships to the benefit of a Competing Business or detriment of the Company Group.
    “Territory” means the geographic territory(ies) assigned to Grantee by the Company Group during the Look Back Period (by state, county, or other recognized geographic boundary used in the Business); and, if Grantee has no such specifically assigned geographic territory then: (i) the United States and any other countries in which Grantee participated in the Business and/or about which Grantee was provided access to Confidential Information during the Look Back Period; and, (ii) the United States and any other countries where Grantee resided during the Look Back Period. Grantee is responsible for seeking clarification from the Company’s Human Resources department if it is unclear to Grantee at any time what the scope of the Territory is.
    This Equity RCA is not intended to prohibit: (i) employment with a non-competitive independently operated subsidiary, division, or unit of a family of companies that include a Competing Business, so long as the employing independently operated business unit is truly independent and Grantee’s services to it do not otherwise violate this Equity RCA; or, (ii) a passive and non-controlling ownership of less than 2% of the stock in a publicly traded company. This provision also does not preclude conduct protected by Section 7 of the National Labor Relations Act (the, “NLRA”) such as joining or forming a union, engaging in collective bargaining, or engaging in other concerted activity for mutual aid and protection.

5.Severability and Special Remedies. Each of Grantee’s obligations under this Equity RCA shall be considered a separate and severable obligation. If a court or arbitrator determines that a restriction in this Equity RCA cannot be enforced as written due to an
    


overbroad limitation (such as time, geography, or scope of activity), unless prohibited by law, the Company and Grantee agree that the court or arbitrator shall reform or modify the restrictions or enforce the restrictions to such lesser extent as is allowed by law. If, despite the foregoing, any provision contained in this Equity RCA is determined to be void or unenforceable, in whole or in part, then the other provisions of this Equity RCA will remain in full force and effect. Grantee acknowledges that any breach of this Equity RCA, shall constitute Cause, as defined in the Performance Stock Unit Agreement, and shall subject Grantee’s Award to forfeiture and recoupment as provided in Section 4(e) of the Performance Stock Unit Agreement. Further, in the event a breach or a threatened breach of this Equity RCA, the Company may seek temporary and permanent injunctive relief to enforce this Equity RCA and all other legal or equitable remedies that may be awarded by a court of competent jurisdiction or arbitrator.
6.Choice of Law. The laws of the country, and, if applicable, state, province, territory or other geographic subdivision, in which Grantee last regularly resided shall govern the interpretation, application, and enforcement of this Equity RCA, without regard to any choice of law rules of that or any other jurisdiction; provided, however, if Grantee primarily works for the Company Group in California, Colorado, Massachusetts or Washington, then the law of the state in which Grantee last primarily worked for the Company Group shall apply, and if Colorado or Washington law applies, Grantee shall not be required to adjudicate the enforceability of this Equity RCA outside of the state whose laws apply.
7.Protected Conduct. Nothing in this Equity RCA prohibits Grantee from (i) opposing an event or conduct that Grantee reasonably believes is a violation of law, including criminal conduct, discrimination, harassment, retaliation, a health or safety violation or other unlawful employment practices, (ii) disclosing sexual assault or sexual harassment; or (iii) reporting such an event or conduct to Grantee’s attorney, law enforcement, or the relevant law-enforcement agency (such as the Securities and Exchange Commission, Department of Labor, Occupational Safety and Health Administration, Equal Employment Opportunity Commission, the state division of human rights, or a local commission on human rights), or (iv) making any truthful statements or disclosures required or explicitly permitted by law or otherwise cooperating in an investigation conducted by any government agency (collectively referred to as “Protected Conduct”). Further, nothing requires notice to or approval from the Company Group before engaging in such Protected Conduct. Protected Conduct may include a disclosure of trade secret information provided that it must comply with the restrictions in the Defend Trade Secrets Act of 2016 (the “DTSA”). To the extent that Grantee is covered by Section 7 of the NLRA because Grantee is not in a supervisor or management role, nothing in this Equity RCA shall be construed to prohibit Grantee from using information Grantee acquires regarding the wages, benefits, or other terms and conditions of employment at the Company Group for any purpose protected under the NLRA. Grantee understands that under the NLRA, covered employees have a right to self-organization, to form, join, or assist labor organizations, to bargain collectively through representatives of their own choosing, and to engage in other concerted activities for the purpose of collective
    


bargaining or other mutual aid or protection, and to refrain from any or all of such activities.
    DTSA NOTICE: The DTSA provides that no individual will be held criminally or civilly liable under Federal or State trade secret law for the disclosure of a trade secret that: (i) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and made solely for the purpose of reporting or investigating a suspected violation of law; or, (ii) is made in a complaint or other document if such filing is under seal so that it is not made public. Also, an individual who pursues a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except as permitted by court order.
8.Survival; All Duties and Employment Status Preserved. Nothing in this Equity RCA limits or reduces any common law or statutory duty Grantee owes to the Company Group, nor does this Equity RCA limit or eliminate any remedies available to the Company Group for a violation of such duties. This Equity RCA will survive the expiration or termination of Grantee’s employment with the Company Group and/or any assignee pursuant to Section 9 and shall, likewise, continue to apply and be valid notwithstanding any change in the Grantee’s duties, responsibilities, position, or title. Nothing in this Equity RCA creates a contract for term employment or limits the right of Grantee or the Company or its respective Affiliate to end the employment relationship between them in accordance with applicable law.
9.Assignment. The Company shall have the right to assign this Equity RCA at its sole election without the need for further notice to or consent by Grantee. This Equity RCA and all obligations hereunder are personal to Grantee and cannot be assigned, delegated or otherwise transferred by Grantee.
10.Notice. Grantee will provide any prospective employer Grantee is considering an offer from with notice of this Equity RCA at least ten (10) days before accepting such offer. The Company may elect to provide another party notice of this Equity RCA and an opinion about its applicability. While Grantee reserves the right to also communicate Grantee’s disagreement with such an opinion, Grantee recognizes the Company’s legitimate business interest in expressing its opinion and consents to it doing so if it believes such is necessary. Grantee will not assert any claim that such conduct is legally actionable interference or otherwise impermissible regardless of whether or not this Equity RCA is later found to be enforceable.
11.Waiver. If the Company fails to take action to remedy a breach or threatened breach of a provision of this Equity RCA by Grantee, such inaction shall not be construed as a waiver of that or any subsequent breach or a waiver of any provision of this Equity RCA.
12.Duty of Loyalty. Grantee agrees that during the period of their employment by the Company Group, they will not, without the Company’s express written consent, directly
    


or through the direction or control of others engage in any employment or business activity which is directly or indirectly competitive with, or would otherwise conflict with, their employment by Company Group. By way of example and not limitation, Grantee will not solicit any of the customers or prospective customers of the Company Group for the purpose of diverting or attempting to divert any business away from the Company Group.
13.Interpretation. Nothing in this Equity RCA shall limit any of Grantee’s obligations, or any of the rights or remedies of the Company Group, under any other agreements between the Company Group and Grantee, including, but not limited to, any offer letter, employment agreement, confidentiality agreement, non-competition or non-solicitation agreement between the Company Group and Grantee; and nothing in any other agreements between the Company Group and Grantee shall limit any of Grantee’s obligations, or any of the rights or remedies of the Company, under this Equity RCA. However, in the event of a conflict between this Equity RCA and another agreement with Grantee, this Equity RCA shall govern except as otherwise explicitly provided in another agreement. Except as provided in Section 5, this Equity RCA shall not be amended, modified, or supplemented without the written agreement of the Company and Grantee at the time of such amendment, modification, or supplement, signed by an officer of the Company (unless such amendment, modification, or supplementation is by order of a court or arbitrator). The headings herein are for convenience only and shall not affect the terms of the Equity RCA.
14.Effective Date. The effective date of this Equity RCA shall be the date it is signed by Grantee unless a later effective date is required under applicable law, in which case such later date shall apply.
15.Acknowledgments. grantee acknowledges that prior to executing this equity rca, grantee received a copy of this equity rca, including jurisdiction-specific modifications in Appendix C-1, in advance of the date grantee was expected to sign it. grantee read all the provisions contained herein, and all questions grantee had about the equity rca were answered to grantee’s satisfaction. grantee understands that grantee has a right to consult with an attorney and acknowledges that grantee has been instructed to consult with an attorney and provided an opportunity to seek the advice of an attorney of grantee’s choice before signing this equity rca.


    



APPENDIX C-1

If Grantee is a U.S. resident, the following shall apply to modify provisions of the Equity RCA, where applicable, based upon the controlling law in the jurisdiction where Grantee primarily resides when last employed by the Company Group; provided, however, if Grantee last primarily worked for the Company Group in California, Colorado, Massachusetts or Washington, then the law of the state in which Grantee last primarily worked for the Company Group shall apply:
Alabama:
If Alabama law is deemed to apply, then the following applies to Grantee: (a) Sections 3(a) and (b) are rewritten as follows: “(a) participate in soliciting any Covered Employee of the Company Group who is in a Sensitive Position to leave the employment of the Company Group on behalf of (or for the benefit of) a Competing Business; or (b) knowingly assist a Competing Business in efforts to hire a Covered Employee who is in a Sensitive Position away from the Company Group; or”; (b) the definition of “Sensitive Position” is modified to refer to an employee of the Company Group who is uniquely essential to the management, organization, or service of the Company Group; and (c) the definition of “Covered Customer” is modified to mean a current customer of the Company Group that Grantee had material business-related contact or dealings with or access to Confidential Information about during the Look Back Period.
Arizona:
If Arizona law is deemed to apply: Nothing in the customer non-solicit restrictions in Sections 3(c) and (d) shall not restrict Grantee from accepting business from a Covered Customer so long as Grantee did not solicit, assist in soliciting, facilitate the solicitation of, provide, or offer to provide services to the Covered Customer (regardless of who first initiated contact) or use Confidential Information to encourage or induce the Covered Customer to withdraw, curtail or cancel its business with the Company Group, or in any other manner modify or fail to enter into any actual or potential business relationship with the Company Group.
California:
If California law is deemed to apply, then: the non-solicit restrictions in Section 3 and the noncompetition restriction in Section 4 shall not apply after Grantee’s employment with the Company Group ends. However, any misappropriation of the Company Group’s trade secret information (such as its protected customer information) or use of such trade secrets to solicit Company Group’s customers, key relationships or employees, will remain prohibited conduct at all times, and nothing in this Equity RCA shall be construed to limit or eliminate any rights or remedies the Company Group would have against Grantee under trade secret law, unfair
    


competition law, or other laws applicable in California absent this Equity RCA. For the avoidance of doubt, nothing in this Equity RCA will require Grantee to adjudicate outside of California a claim arising in California or in any other way deprive Grantee of the substantive protection of California law with respect to a controversy arising in California. In addition to the other forms of Protected Conduct, nothing in the Equity RCA shall be construed to prohibit Grantee from disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Grantee has reason to believe is unlawful.
Colorado:
If Grantee is a resident of Colorado, then for so long as Grantee is a resident of Colorado, then the following applies to Grantee:
(a)Customer and Key Relationship Non-Solicitation Restrictions. If Grantee does not earn an amount of annualized cash compensation equivalent to or greater than the threshold amount for highly compensated workers, $127,091 for 2025 (or the earnings threshold in effect as adjusted annually thereafter by the Colorado Division of Labor Standards and Statistics in the Department of Labor and Employment) (the “Highly Compensated Worker Threshold”), then nothing in the customer and key relationship non-solicit obligations in Sections 3(c) through (f) shall restrict Grantee from accepting business from a Covered Customer or Key Relationship so long as Grantee did not solicit, assist in soliciting, facilitate the solicitation of, provide, or offer to provide services to the Covered Customer or Key Relationship (regardless of who first initiated contact) or use Confidential Information to encourage or induce the Covered Customer or Key Relationship to withdraw, curtail or cancel its business with Company Group or in any other manner modify or fail to enter into any actual or potential business relationship with Company Group. If Grantee does not earn an amount of annualized cash compensation equivalent to or greater than sixty-percent (60%) of the Highly Compensated Worker Threshold, $76,254.60 for 2025 (or the earnings threshold in effect as adjusted annually thereafter by the Colorado Division of Labor Standards and Statistics in the Department of Labor and Employment), then the customer and key relationship non-solicit obligations in Sections 3(c) through (f) shall not apply after Grantee’s employment with the Company Group ends.
The definitions of “Covered Customer” and “Key Relationship” shall be modified to cover only those customers and key relationships with respect to which Grantee would have been provided trade secret information during the Look Back Period. Grantee stipulates that the customer and key relationship non-solicit obligations in Sections 3(c) and (d) are reasonable and necessary for the protection of trade secrets within the meaning of Colorado Revised Statutes § 8-2-113(2)(b).
(b)Non-Compete. If Grantee does not meet the Highly Compensated Worker Threshold, then the non-compete provision contained in Section 4 will not be enforceable against Grantee after their employment with the Company Group ends.
    


(c)Notice. Grantee acknowledges that Grantee received notice of the covenant not to compete and its terms before Grantee accepted an offer of employment, or, if a current employee at the time Grantee enters into this Equity RCA, at least fourteen (14) days before the earlier of the effective date of the Equity RCA or the effective date of any additional compensation or change in the terms or conditions of employment that provides consideration for the covenant not to compete. If a currently employed Grantee signs the Agreement pursuant to Section 1 of the Performance Stock Unit Agreement within fourteen (14) days of receiving it, Grantee may revoke the Agreement until the fourteenth (14th) day after Grantee received it, and the Agreement will not take effect until the fifteenth (15th) day after Grantee received it. Revocation of this Agreement is a rejection of the Award and will result in cancellation of the Award.
(d)Protected Disclosures. The Confidential Information restrictions in this Equity RCA do not prohibit disclosure of information that arises from the Grantee’s general training, knowledge, skill, or experience, whether gained on the job or otherwise, information that is readily ascertainable to the public, or information that Grantee otherwise has a right to disclose as legally protected conduct. Nothing in this Equity RCA or Company Group policy limits or prevents Grantee from disclosing information about workplace health and safety practices or hazards.
District of Columbia:
If Grantee performs a majority of their work for the Company Group in the District of Columbia or is based in District in Columbia and does not perform the majority of their work in any other jurisdiction, then the Equity RCA will be modified as follows:
(a)the non-compete provision contained in Section 4 will not be enforceable against Grantee after their employment with the Company Group ends unless Grantee earns (or is anticipated to earn) from the Company or an Affiliate at least $158,363 in compensation in a consecutive 12-month period, increased in proportion to the annual average increase, if any, in the Consumer Price Index for All Urban Consumers in the Washington Metropolitan Statistical Area published by the Bureau of Labor Statistics of the United States Department of Labor for the previous calendar year (“D.C. Non-Compete Earnings Threshold”);
(b)nothing in this Equity RCA or any Company Group policy restricts Grantee from having employment or contract work in addition to their employment with the Company Group so long as the employment or work does not violate Grantee’s duty of loyalty or create a conflict of interest and would not result in Grantee’s disclosure or use of Confidential Information. Grantee’s shall notify the Company’s Human Resources department in writing prior to accepting any such additional employment or contract work so the Company may determine whether such employment violates or would likely violate this subparagraph (b) of the D.C. section of Appendix C-1;
    


(c)subject to the limitation in subparagraph (a) of the D.C. section of Appendix C-1, the definition of “Restricted Period” shall include the term of Grantee’s employment with the Company Group and the 365 days following the termination of that employment, regardless of the reason;
(d)Grantee acknowledges they received a copy of the Equity RCA, including Appendix C-1, at least 14 calendar days before Grantee began working for the Company Group, if a new hire, or, at least 14 days before Grantee was required to sign the Equity RCA, if already employed by the Company Group at the time Grantee is asked to sign the Equity RCA. If Grantee’s compensation meets the D.C. Non-Compete Earnings Threshold, Grantee further acknowledges that they received the following notice: “The District’s Ban on Non-Compete Agreements Amendment Act of 2020 limits the use of non-compete agreements. It allows employers to request non-compete agreements from highly compensated employees, as that term is defined in the Ban on Non-Compete Agreements Amendment Act of 2020, under certain conditions. Insulet Corporation has determined that you are a highly compensated employee. For more information about the Ban on Non-Compete Agreements Amendment Act of 2020, contact the District of Columbia Department of Employment Services (DOES).”
Florida
If Florida law is deemed to apply:
(a)Section 4(b) is rewritten as follows: “take on any responsibilities for a Competing Business in which it is reasonably likely that the Grantee would use the Confidential Information or relationships with Covered Customers of the Company Group”.
(b)With respect to Section 4, the Restricted Period shall be reduced by each day of any nonworking portion of the Grantee’s notice period pursuant to a “covered garden leave agreement” between the Grantee and the Company, as defined by Florida Statutes section 542.43(5).
(c)The Grantee acknowledges that they received a copy of this Equity RCA (i) at least seven (7) days before an offer of employment expired if the Grantee is a new hire, or (ii) at least seven (7) days before the date that the offer to enter into this Equity RCA expired, if the Grantee is a current employee of the Company Group.
(d)The Grantee understands that the Grantee has the right to consult with an attorney before executing this Equity RCA.
Georgia:
If Georgia law is deemed to apply: the definition of Confidential Information will be understood to exclude information voluntarily disclosed to the public by the Company Group (excluding unauthorized disclosures by Grantee or others), information that is the result of independent development by others, and information that is otherwise available in the public domain through lawful means. Nothing in this Equity RCA, including the definition of
    


Confidential Information, limits or alters the definition of what constitutes a trade secret under any federal or state law designed to protect trade secrets. In addition, nothing in the customer non-solicit restrictions in Sections 3(d) and (d) shall restrict Grantee from accepting business from a Covered Customer so long as Grantee did not solicit, assist in soliciting, facilitate the solicitation of, provide, or offer to provide services to the Covered Customer (regardless of who first initiated contact) or use Confidential Information to encourage or induce the Covered Customer to withdraw, curtail or cancel its business with the Company Group or in any other manner modify or fail to enter into any actual or potential business relationship with the Company Group.
Illinois:
If Illinois law is deemed to apply, then the following applies to Grantee: (a) the non-compete restrictions in Section 4 shall not apply after Grantee’s employment with the Company Group ends if Grantee earns equal to or less than $75,000 annually (“Illinois Non-Compete Earnings Threshold”) (with the Illinois Non-Compete Earnings Threshold increasing by $5,000 every five (5) years from January 1, 2027 through January 1, 2037); (b) the non-solicit restrictions in Section 3 shall not apply if Grantee earns equal to or less than $45,000 annually (“Illinois Non-Solicit Earnings Threshold”) (with the Non-Solicit Earnings Threshold increasing by $2,500 every five (5) years from January 1, 2027 through January 1, 2037). Grantee further agree that if, at the time Grantee signs the Equity RCA, Grantee’s earnings do not meet the Illinois Non-Compete Earnings Threshold and/or the Illinois Non-Solicit Earnings Threshold, then the non-compete provision contained in Section 4, will automatically become enforceable against Grantee if and when Grantee begins earning an amount equal to or greater than the Illinois Non-Compete Earnings Threshold, and the non-solicit obligations in Section 3 will automatically become enforceable against Grantee if and when Grantee begins earning an amount equal to or greater than the Illinois Non-Solicit Earnings Threshold. In addition, Grantee acknowledges they were given at least fourteen (14) calendar days to review the Equity RCA. The Grantee understands that the Company advises the Grantee to consult with an attorney before entering into this Equity RCA.
Indiana:
If Indiana law is deemed to apply, then the definition of “Covered Employee” in Section 3 shall be modified to be limited to those employees who have access to or possess any Confidential Information that would give a competitor an unfair advantage.
Kansas
If Kansas law is deemed to apply, then the following applies to Grantee: (a) Section 3(d) shall be rewritten as follows: “knowingly engage in any conduct that is intended to cause, or could reasonably be expected to cause, a Covered Customer to stop or reduce doing business with the Company Group, or that would involve diverting business opportunities away from the Company Group, for the purpose of competing with the Business; or”, and (b) the definition of “Covered Customer” is modified to mean “any customer or prospective customer that is solicited, produced or serviced, directly or indirectly, by the Grantee or any customer or prospective customer about
    


whom the Grantee, directly or indirectly, had confidential business or proprietary information or trade secrets in the course of the Grantee’s relationship with the customer”.
Louisiana:
If Louisiana law is deemed to apply, then the following applies to Grantee: (a) the definition of “Territory” in Section 4 shall be understood to cover all of the parishes in Louisiana and counties and similar geographic subdivisions outside of Louisiana within the Territory; and (b) the non-solicit restrictions in Sections 3(c) through(f) (as well as the non-compete in Section 4) shall be limited to the foregoing Territory. The parishes in Louisiana include: Acadia, Allen, Ascension, Assumption, Avoyelles, Beauregard, Bienville, Bossier, Caddo, Calcasieu, Caldwell, Cameron, Catahoula, Claiborne, Concordia, DeSoto, East Baton Rouge, East Carroll, East Feliciana, Evangeline, Franklin, Grant, Iberia, Iberville, Jackson, Jefferson, Jefferson Davis, Lafayette, Lafourche, LaSalle, Lincoln, Livingston, Madison, Morehouse, Natchitoches, Orleans, Ouachita, Plaquemines, Pointe Coupee, Rapides, Red River, Richland, Sabine, St. Bernard, St. Charles, St. Helena, St. James, St. John, St. Landry, St. Martin, St. Mary, St. Tammany, Tangipahoa, Tensas, Terrebonne, Union, Vermilion, Vernon, Washington, Webster, West Baton Rouge, West Carroll, West Feliciana, and Winn.
Maine:
If Maine law is deemed to apply, then the following applies to Grantee: (a) Grantee acknowledges that if Grantee is being initially hired by the Company Group that Grantee was notified a noncompete agreement would be required prior to receiving a formal offer of employment from the Company Group and Grantee received a copy of the Equity RCA at least three (3) business days before they were required to sign the Equity RCA; (b) Section 4 will not take effect until one (1) year of employment or a period of six (6) months from the date the Equity RCA is signed, whichever is later; and (c) Section 4 shall not apply if Grantee earns at or below 400% of the federal poverty level.
Maryland:
If Maryland law is deemed to apply, then the following applies to Grantee: Section 4 shall not apply following termination of Grantee’s employment if Grantee earns equal to or less than 150% of the state minimum wage.
Massachusetts:
If Grantee resides or works in Massachusetts, then the following applies to Grantee:
(a)Section 4 will not apply if Grantee’s employment with the Company Group is terminated without Cause or if Grantee is terminated as part of a reduction in force.
(b)Grantee acknowledges that Grantee has been advised of their right to consult with an attorney about this Equity RCA and has been given an opportunity to do so.
    


(c)the Restricted Period applicable to Section 4 shall be limited to a period of one (1) year following the cessation of employment by the Company Group (as well as while employed by the Company Group); however, if Grantee breaches their fiduciary duty to the Company Group and/or has unlawfully taken, physically or electronically, any Company Records, then the Restricted Period for Section 4 shall be extended to a period of two (2) years from the cessation of employment with the Company Group.
(d)Grantee acknowledges that if Grantee is being initially hired by the Company Group that Grantee received a copy of this Equity RCA with their first formal offer of employment from the Company Group or at least ten (10) business days before commencement of Grantee’s employment by the Company Group, whichever came first; and if Grantee was already employed by the Company Group at the time of signing this Equity RCA, that Grantee was provided a copy hereof at least ten (10) business days before the effective date of this Equity RCA. If a currently employed Grantee signs the Agreement within ten (10) business days receiving it (“Review Period”), this Equity RCA will not take effect until the calendar day following the end of the Review Period.
(e)Any dispute arising under this Appendix C-1 shall be exclusively finally resolved by a state or federal court located in the county where Grantee resides or the business litigation session of the superior court in Suffolk County, Massachusetts and the Company and Grantee hereby consent to personal jurisdiction therein.
(f)Section 4 shall not apply to Grantee post-employment if Grantee is: classified as non-exempt under the Fair Labor Standards Act; 18 years or younger; or an undergraduate or graduate student in an internship or other short-term employment relationship while enrolled in college or graduate school.
Minnesota:
If Minnesota law is deemed to apply and Grantee entered into this Equity RCA in connection with the start of their employment with the Company Group, Grantee acknowledges that they were provided with notice of this Equity RCA when offered employment and were aware that execution of an agreement with non-solicit restrictions was a requirement of employment when they accepted the Company Group’s offer. In addition, (a) the key relationship non-solicit obligations in Sections 3(e) and (f) and the non-competition obligations in Section 4 shall not apply to Grantee after Grantee’s employment with the Company Group ends; and (b) the customer non-solicit obligations in Sections 3(c) and (d) are modified to only prohibit solicitation by Grantee of any Covered Customer to cease or reduce the extent to which it is doing business with the Company Group.
Nebraska:
If Nebraska law is deemed to apply, then the following applies to Grantee: (a) the definition of “Covered Customer” is modified so that it means any persons or entities with which Grantee did business and had personal business-related contact during the Look Back Period;
    


and (b) the definition of “Key Relationship” is modified so that it means vendors, agents, and contractors with which Grantee had personal business-related contact during the Look Back Period.
Nevada:
If Nevada law is deemed to apply, then the following applies to Grantee: (a) nothing in the Equity RCA precludes Grantee from providing services to any former client or customer or conducting business with a key relationship of the Company Group if: (i) Grantee did not solicit the former customer, client, or key relationship; (ii) the customer, client or key relationship voluntarily chose to leave and seek services from Grantee; and (iii) Grantee is otherwise complying with the limitations in this Equity RCA as to time and scope of activity to be restrained; (b) the non-compete obligations in Section 4 will not become effective until Grantee has either been employed by the Company Group for sixty (60) days or received $5,000 in wages from the Company Group; (c) if Grantee is paid solely on an hourly wage basis (exclusive of tips and gratuities), the non-compete in Section 4 shall not apply; and (d) if Grantee’s employment with the Company Group is terminated as a result of a reduction in force, reorganization or similar restructuring, the non-compete covenant in Section 4 will only be enforceable during the period in which the Company or an Affiliate is paying Grantee’s salary, benefits or equivalent compensation, including without limitation, severance pay, if it elects to make such a payment.
New Hampshire:
If New Hampshire law is deemed to apply, then the following applies to Grantee: (a) Section 4 does not apply if Grantee earns an hourly rate less than or equal to 200 percent of the federal minimum wage; and (b) Grantee acknowledges that Grantee was given a copy of this Equity RCA prior to a change in job classification or the offer of employment.
New York:
If New York law is deemed to apply, then the following applies to Grantee: the definition of “Covered Customer” in Section 3 is modified to exclude those customers who became a customer of the Company Group as a result of Grantee’s independent contact and business development efforts with the customer prior to and independent from his/her employment with the Company Group.
North Carolina:
If North Carolina law is deemed to apply, then the following applies to Grantee: the Look Back Period shall be calculated looking back one (1) year from the date the employment ends or two (2) years from the date of enforcement and not from the date employment ends, whichever provides the Company Group the greatest protection and is enforceable under applicable law.
North Dakota:
    


If North Dakota law is deemed to apply, then the following applies to Grantee: the non-solicit restrictions in Section 3(c) through (f) and the noncompetition restriction in Section 4 shall not apply after Grantee’s employment with the Company Group ends. However, any conduct relating to the solicitation of Company Group’s customers, key relationships or employees that involves the misappropriation of the Company Group’s trade secret information, such as its protected customer information, will remain prohibited conduct at all times, and nothing in this Equity RCA shall be construed to limit or eliminate any rights or remedies the Company would have against Grantee under trade secret law, unfair competition law, or other laws applicable in North Dakota absent this Equity RCA.
Oklahoma:
If Oklahoma law is deemed to apply, then the following applies to Grantee: (a) Sections 3(c) and (d) are rewritten as follows: “directly solicit the established customers of the Company Group for the purpose of doing any business that would compete with the Company Group’s Business”; and (b) the noncompetition restrictions in Section 4 shall not apply after Grantee’s employment with the Company Group ends.
Oregon:
If Oregon law is deemed to apply, then: unless the Company Group chooses to compensate Grantee as allowed under the Oregon Noncompete Act (Or. Rev. Stat. §653 et seq.), the noncompetition restrictions in Section 4 shall only apply to Grantee after their employment with the Company Group ends if the Grantee: (a) is engaged in administrative, executive or professional work and performs predominantly intellectual, managerial, or creative tasks, exercises discretion and independent judgment and earns a salary or is otherwise exempt from Oregon's minimum wage and overtime laws; and (b) the total amount of Grantee’s annual gross salary and commission, calculated on an annual basis, at the time of Grantee’s termination, exceeds $116,427 (or the earnings threshold in effect based on annual adjustment for inflation pursuant to the Consumer Price Index for All Urban Consumers, West Region (All Items), as published by the Bureau of Labor Statistics of the United States Department of Labor immediately preceding the calendar year of Grantee’s termination). In addition, if Grantee is a new employee, Grantee acknowledges that they were notified in a written offer of employment received two (2) weeks before the commencement of employment that a noncompetition agreement was a condition of employment. If the Grantee is a current employee, the Grantee acknowledges that the non-compete agreement contained in Section 4 is entered into upon a subsequent bona fide advancement of the employee by the employer.
Rhode Island:
If Rhode Island law is deemed to apply, then Section 4 shall not apply to Grantee post-employment if Grantee is: classified as non-exempt under the Fair Labor Standards Act; an undergraduate or graduate student in an internship or short-term employment relationship; 18 years of age or younger; or a low wage employee (defined as earning less than 250% of the federal poverty level).
    


South Dakota
If South Dakota law is deemed to apply, then: (a) the customer non-solicit restrictions in Sections 3(c) and (d) shall only apply in the Territory following the termination of the Grantee’s employment with the Company Group, and (b) the definition of the “Territory” in Section 4 is limited to locations in which the Company Group continues to engage in the Business.
Virginia:
If Virginia law is deemed to apply, then: (a) Section 4(b) of the non-compete shall not apply after Grantee’s employment with the Company Group ends; (b) the customer and key relationship non-solicit obligations in Sections 3(c) through (f) shall not restrict the Grantee from providing service to a customer or client of the Company Group if the Grantee did not initiate contact with or solicit the customer or client; (c) the Company and Grantee agree that the non-compete and non-solicit obligations are reasonably limited in nature and do not prohibit employment with a competing business in a non-competitive position; and (d) if Grantee resides in Virginia and their average weekly earnings calculated as provided for under Code of Virginia §40.1-28.7:7, are less than the average weekly wage of the Commonwealth as determined pursuant to Code of Virginia §65.2-500(B) or Grantee otherwise qualifies as a “low- wage employee” under the Code of Virginia then the noncompete obligation in Section 4(a) shall not apply to Grantee following the termination of the Grantee’s employment with the Company Group. Grantee shall not be considered a “low-wage employee” if Grantee’s earnings are derived, in whole or in predominant part, from sales commissions, incentives, or bonuses paid to Grantee by the Company Group.
Washington: If Washington law is deemed to apply, then:
(a)Unless Grantee earns from the Company Group more than $126,858.83 in Box 1 W-2 annual compensation, as adjusted annually for inflation by the Washington State Department of Labor & Industries (“Washington Earnings Threshold”), after Grantee’s employment with the Company Group ends:
(1)the non-compete in Section 4 shall not apply;
(2)the definition of “solicit” in Section 3 shall not apply;
(3)the customer non-solicit obligations in Sections 3(c) and (d) are modified to only prohibit solicitation by Grantee of any Covered Customer to cease or reduce the extent to which it is doing business with the Company Group, in accordance with the definition of a “Non-solicitation agreement” under Rev. Code of Wash. (“RCW”) §§49.62.005 - 900);
(4)the key relationship non-solicit in Sections 3(e) and (f) shall not apply; and
(5)the employee non-solicit obligations in Sections 3(a) and (b) are modified to only prohibit solicitation by Grantee of any Covered Employee to leave their employment
    


with the Company Group, in accordance with the definition of a “non-solicitation agreement” under RCW §§49.62.005 – 900.
(b)If, at the time Grantee signs the Equity RCA, their earnings do not meet the Washington Earnings Threshold, then the modifications in subparagraphs (a)(1) through (5) of the Washington section of this Appendix C-1 shall no longer apply and Sections 3 and 4 of the Equity RCA will automatically become enforceable against Grantee as originally drafted if and when Grantee begins earning an amount more than the Washington Earnings Threshold annually.
(c)If Grantee exceeds the Washington Earnings Threshold and Grantee’s employment is terminated as a result of a lay-off, the modifications in subparagraphs (a)(1) through (5) of the Washington section of this Appendix C-1 shall apply unless, for the period the Company chooses to enforce the covenants as originally drafted, the Company or an Affiliate provides Grantee with compensation equivalent to their base salary at the time of termination, minus the amount of any compensation Grantee earns through employment after the end of their employment with the Company Group, which Grantee agrees to promptly and fully disclose. For purposes of this section, “layoff” means termination of Grantee’s employment by the Company Group for reasons of the Company Group’s insolvency or other purely economic factors, and specifically excludes termination of Grantee’s employment for any other reason, either with or without cause.
(d)Nothing in this Equity RCA shall restrict Grantee from having an additional job, supplementing their income by working for another employer, working as an independent contractor, or being self-employed if Grantee does not earn at least twice the Washington minimum hourly wage, though Grantee will still be subject to the common law duty of loyalty and the Company’s Code of Conduct.
(e)In addition to the other forms of Protected Conduct, nothing in the Equity RCA prohibits disclosure or discussion of conduct Grantee reasonably believes to be illegal discrimination, illegal harassment, illegal retaliation, a wage and hour violation, or sexual assault, or that is recognized as against a clear mandate of public policy.
(f)If entering into this Equity RCA in connection with the start of their employment with the Company Group, Grantee acknowledges and agrees that Grantee has had the opportunity to review and consider the terms of the Equity RCA, including this Appendix C-1, before accepting an offer of employment with the Company Group. If entering into this Equity RCA after the commencement of employment, Grantee acknowledges they received independent consideration for the covenants in this Equity RCA and had sufficient advance notice to consider this Equity RCA before accepting it.
Wisconsin:
    


If Wisconsin law is deemed to apply, then the following applies to Grantee: (a) Sections 3(a) and (b) are rewritten as follows: “(a) participate in soliciting any Covered Employee of the Company Group that is in a Sensitive Position to leave the employment of the Company Group on behalf of (or for the benefit of) a Competing Business; or (b) knowingly assist a Competing Business in efforts to hire a Covered Employee away from the Company Group; or”; and (b) the definition of “Sensitive Position” is modified to refer to an employee of the Company Group who is uniquely essential to the management, organization, or service of the Company Group.

    

Exhibit 10.51

CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE AND CONFIDENTIAL. OMISSIONS ARE MARKED [***]

AMENDED AND RESTATED MATERIALS SUPPLIER AGREEMENT


BETWEEN


INSULET CORPORATION

AND

SANMINA CORPORATION




NOVEMBER 14, 2025

Insulet Corporation – Sanmina Corporation Amended and Restated Materials Supplier Agreement                            
INSULET CORPORATION – SANMINA CORPORATION
AMENDED AND RESTATED MATERIALS SUPPLIER AGREEMENT

TABLE OF CONTENTS






1.    General; Credit Terms and Conditions                         
2.    Term of Agreement                                
3.    Products; Supply Commitment; Kunshan Warehouse; Sterilization Services        
4.    Prices                                        
5.    Shipping                                    
6.    Order Procedures; Delivery Schedules; Zones; Stocking Hub; Invoices        
7.    Supply Chain Profiles                                
8.    Insulet Responsibility for Obsolete and Excess Inventory of Component and Materials     
9.    Fill Rate                                    
10.    Quality; Pre Lot Qualification; Acceptance; Test Data; Failure Analysis; Post Lot Qualification
11.    Performance Measurement; Quality Performance Scorecard            
12.    Insulet Equipment            
13.    Information for Regulatory Filings                        
14.    Disaster Recovery                                
15.    Insulet Cancellation for Convenience            
16.    Termination of Agreement; Cancellation of Scheduled Deliveries
    for Cause                                    
17.    Warranty                                    
18.    Product Performance; Quality Upgrades and Corrections                
19.    Indemnification; Limitation of Liability                
20.    Insurance                                    
21.    Proprietary Information; Intellectual Property                    
22.    Short Supply/End of Life Components, Materials, Software and Firmware    
23.    Accurate Documentation                            
24.    Force Majeure Event                                    
25.    Compliance with Laws                                
26.    Assignment                                    
27.    Severability                                    
28.    Notices                                        
29.    Choice of Laws; Attorneys’ Fees                        
30.    Miscellaneous                                    
31.    Exhibits                                    
32.    Intentionally Deleted                        

EXHIBIT A – Products and Prices                            
EXHIBIT B – Flexibility Table
EXHIBIT C – Post Lot Qualification Equipment
Insulet Corporation – Sanmina Corporation Amended and Restated Materials Supplier Agreement                            
INSULET CORPORATION – SANMINA CORPORATION
AMENDED AND RESTATED MATERIALS SUPPLIER AGREEMENT

TABLE OF CONTENTS


EXHIBIT D – Supply Chain Profile Requirements
EXHIBIT E – Quality Agreement
EXHIBIT F – Performance Measurements    
EXHIBIT G – Insulet Equipment         
EXHIBIT H – Lot Qualification Activities                    
Insulet Corporation – Sanmina Corporation Amended and Restated Materials Supplier Agreement                            

INSULET CORPORATION – SANMINA CORPORATION
MATERIALS SUPPLIER AGREEMENT




SUPPLIER: SANMINA CORPORATION        INSULET CORPORATION
        
140 Abby Road                        100 Nagog Park
Manchester, NH 03103                    Acton, MA 01720
Tel: 408-964-3500                    Tel: 978-600-7000

EFFECTIVE DATE: November 14, 2025

INITIAL CONTRACT TERM: Three (3) years from Effective Date             

PAYMENT TERMS: net 30 days from date of invoice, subject to continuing credit approval.


QUALITY AGREEMENT:
Attached as Exhibit E

________________________________________________________________________

THIS AMENDED AND RESTATED MATERIALS SUPPLIER AGREEMENT (this “Agreement”) is made and entered into as of the Effective Date indicated above, (the “Effective Date”) by and between Insulet Corporation, a Delaware corporation, on behalf of itself and its worldwide affiliates, having a principal place of business at 100 Nagog Park, Acton, MA 01720 (“Insulet”), and Sanmina Corporation, a Delaware corporation and an Integrated Manufacturing Services Facility on behalf of itself and its worldwide affiliates, having a place of business at 140 Abby Road, Manchester, NH 03103, (the “Supplier”). Insulet and Supplier are referred to herein individually as a “Party” and collectively as the “Parties”.

WHEREAS, the Parties entered into the Materials Supplier Agreement dated October 11, 2018 (the “Original Agreement”) under which Supplier agreed to manufacture for Insulet certain printed circuit board assemblies;

WHEREAS, pursuant to that certain First Amendment to Materials Supplier Agreement dated October 1, 2020 (the “First Amendment”) Supplier and Insulet amended the Original Agreement to include the manufacture of certain Insulet Omnipod products;

WHEREAS, the Parties desire to amend and restate in its entirety the Original Agreement, as modified by the First Amendment, in order to, among other things, include an additional Supplier manufacturing facility for the manufacture of printed circuit board assemblies and provide for sterilization services to be facilitated by Supplier;

Insulet Corporation - Sanmina Corporation Amended and Restated Materials Supplier Agreement
                        2

NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.General; Credit Terms and Conditions.
a.This Agreement, together with documents and/or prior agreements expressly incorporated by reference is the entire agreement and will be the controlling document in business dealings between the Parties with respect to the Products (as defined in Section 3 below) manufactured and supplied hereunder. It supersedes all prior and contemporaneous agreements, purchase orders and acknowledgments between the Parties relating to such Products, except as expressly stated below. Purchase commitments for Products will be made only by means of Purchase Orders as defined in Section 6(a)(ii) below. Insulet and Supplier preprinted terms and conditions on any future purchase order, invoice, acknowledgment or other standard form shall not apply unless expressly agreed to in the particular case by both Parties in writing.
b.Credit Limit. As of the Effective Date, Supplier has approved Insulet for a credit limit in the amount of [***] (the “Credit Limit”). Should the Credit Limit change at any time during the Term, which changes (if any) shall be made in accordance with this Section 1(b)), then the term “Credit Limit” shall be deemed to mean the newly established Credit Limit. Supplier may elect to increase the Credit Limit, at Supplier’s option, provided Insulet satisfies the requirements of Supplier’s Credit Department with respect to such increase. Supplier may request from Insulet on an annual basis, or more frequently if in Supplier’s reasonable opinion there has been a material adverse impact on Insulet’s ability to meet its payment obligations hereunder, such additional financial updates as are reasonably necessary to maintain the Credit Limit (as the same may be adjusted from time to time). If there is a material negative change in Insulet’s financial condition based upon payment history and current Insulet financial information, as reasonably determined by Supplier in accordance with its financial and credit policies, then Supplier shall have the right to reduce the credit limit upon five (5) business days’ prior written notice to Insulet which notice shall include the reasons for the reduction in credit. No such notice shall be required by Supplier in the event that the material negative changes in Insulet’s financial condition involves its insolvency or bankruptcy other similar financial issues. Both Parties agree to use commercially reasonable good faith efforts to meet within three (3) business days following the written credit limit reduction notice to review Insulet’s credit limit and work, subject to Supplier’s financial and credit policies, in an effort to minimize the impact on expected shipments to Insulet. In the event Insulet exceeds the Credit Limit without Supplier’s prior approval, Supplier shall as soon as practicable reasonably notify Insulet and Insulet shall, within ten (10) days of such notice, remit to Supplier the amount of indebtedness necessary to bring Insulet’s outstanding indebtedness to Supplier within the Credit Limit. Should Insulet fail to make such payment, Supplier shall have the right to stop shipments of Product to Insulet and stop loading new Purchase Orders and Forecasts until Insulet makes a sufficient payment to bring its account within the Credit Limit or the Parties otherwise mutually agree to alternative arrangements concerning credit.
c.Any subsidiary or affiliate of Insulet shall have the right to purchase Products under this Agreement by providing written notice to Supplier of such subsidiary or affiliate’s intention to purchase Products hereunder in advance of issuing any Purchase Orders. Supplier agrees, and each such subsidiary or affiliate who places orders under this Agreement agrees (by the act of placing such orders), that all terms and conditions of the Agreement shall apply to such orders and resulting purchases as if the name of the subsidiary or affiliate was substituted for the term “Insulet” wherever it appears in this Agreement. Supplier will bill each Insulet subsidiary and affiliate separately for all products provided to such subsidiary or affiliate. Notwithstanding the foregoing, Insulet hereby guarantees the obligations of each of its subsidiaries or affiliates and
Insulet Corporation - Sanmina Corporation Amended and Restated Materials Supplier Agreement
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any other company that places Purchase Orders or Forecasts pursuant to this Agreement and agrees to be jointly liable for such obligations.
d.Also, at Insulet’s option and written direction indicating that Supplier is permitted to sell the printed circuit board assemblies defined as a Product hereunder to an identified party; Supplier will allow Insulet’s designated “Higher Level Supplier(s)” to purchase those certain Products which are printed circuit board assemblies under the terms of this Agreement, solely for the purpose of incorporating those Products into products that the Higher Level Supplier produces for Insulet. In such event, Supplier shall sell such Products to such Higher Level Supplier(s), subject to Supplier’s reasonable credit approval of the Higher Level Supplier(s) and subject to such Higher Level Suppliers(s) written agreement to be bound by Supplier’s reasonable terms of sale; provided that such terms of sale are materially consistent with the terms contained herein. For the sake of clarity, Higher Level Suppliers are not authorized to purchase Products which are Insulet Omnipod medical devices under this Agreement unless expressly authorized in advance in writing by Insulet.
e.The pricing for sales to Higher Level Suppliers shall be the pricing provided herein. The Higher Level Supplier(s) shall be solely responsible for payment for Products, and for other payments provided herein based on the Delivery Schedule, the Flexibility Schedule and the Supply Chain Profiles, all as detailed below, on the same basis that Insulet would be responsible if Insulet were providing the Delivery Schedule. However, all matters with respect to Products sold to the Higher Level Suppliers (including, but not limited to, timeliness of deliveries and compliance with the Quality Agreement) shall be handled directly between Supplier and Insulet under the terms of this Agreement.
2.Term of Agreement. The initial term of this Agreement shall commence upon the Effective Date and shall be for the period identified above as “Initial Contract Term”, unless earlier terminated pursuant to Section 16 herein. Upon the expiration of the Initial Contract Term, the term of this Agreement shall automatically extend for additional one (1) year terms until the earlier of: (a) termination of this Agreement by (i) Insulet upon at least one hundred eighty (180) days prior written notice to Supplier or (ii) Supplier upon at least twelve (12) months prior written notice to Insulet; or (b) replacement of this Agreement by another written agreement of the Parties. The Initial Contract Term together with any extensions as provided by this Section 2 is referred to in this Agreement as the “Term”.
3.Products; Supply Commitment; Kunshan Warehouse; Sterilization Services.
a.Products. This Agreement covers purchases of the printed circuit board assembly products and Insulet Omnipod medical device products listed on Exhibit A attached hereto and incorporated herein by reference or added to Exhibit A as provided below (collectively, “Products”). Each Product is defined by reference to an Insulet drawing (a “Drawing”). Drawings are referenced by part number and revision level and may include and/or reference: specifications, test instructions, quality instructions, manufacturing instructions, assembly instructions and a bill of materials (including approved vendors) provided to Supplier by Insulet and upon which Supplier’s Product price is based. Each Drawing and all documents referenced therein, as well as all revisions to Drawings made in accordance with this Section 3, are referred to in this Agreement as the “Specifications” for the Products covered by the Drawing.
b.Supplier Manufacturing Facilities. Unless otherwise agreed upon by the Parties, Supplier’s manufacturing activities under this Agreement may be performed at the following Supplier owned and operated facilities: (i) 2 Chai Chee Dr, Singapore 469044 (the “Singapore Facility”), for printed circuit board assembly Products, (ii) 140 Abby Road, Manchester, NH 03103 (the “Manchester Facility), for printed circuit board assembly Products, and (iii) 312 Qing Yang South Rd. Economic & Technical Development Zone, Jiangsu, Kunshan, 215300 China (the “Kunshan
Insulet Corporation - Sanmina Corporation Amended and Restated Materials Supplier Agreement
                        4

Facility”), for Insulet printed circuit assembly Products and Omnipod medical device Products. The Singapore Facility, Manchester Facility, and Kunshan Facility may hereinafter be collectively referred to as the “Supplier’s Manufacturing Facilities” or singularly as a “Supplier Manufacturing Facility.”
c.Additional Products. From time to time, the Parties may mutually agree to add Products to this Agreement by executing an amended Exhibit A. However, in the absence of an amended Exhibit A, if Supplier issues a written price quotation to Insulet (whether in response to a Drawing submitted by Insulet, as part of a pricing event contemplated by this Section 3 or Sections 4(a) or (b), or as part of a new product proposal by Supplier), and Insulet places order(s) for such product, then such product shall automatically be deemed added to Exhibit A at the price quoted and shall be deemed a Product under this Agreement.
d.Changes to Specifications. Drawings may be revised from time to time as mutually agreed in writing between the Parties (either by execution of an amended Exhibit A that references the new revision level or other written agreement among the Parties). Supplier shall not unreasonably withhold approval to Drawings or Specifications changes proposed in writing by Insulet (each change an “Engineering Change” or “EC”). Supplier will use commercially reasonable efforts to evaluate the feasibility of the EC requested by Insulet within five (5) business days of receipt and respond to Insulet in writing with the potential impact of the EC on current on-hand or on-order raw material and component (“Components”) inventory, work-in-progress Products (“WIP”), finished goods Products, and/or the Delivery Schedule. In addition to the written response provided above, Supplier will use commercially reasonable efforts to respond to Insulet within ten (10) business days with a written evaluation of the EC including: (i) engineering time to implement the EC, (ii) the cost to modify any tools used in connection with the manufacturing the Product or test fixtures or similar non-recurring expenses, (iii) the quantity of Obsolete Items (as defined in Section 8 below) Supplier has on hand and/or on order with its suppliers related to the EC, (iv) the cost to rework WIP (if applicable) and any impacts to Product price resulting from the EC, (v) the expected effect on the Delivery Schedule (as defined in Section 6(a)(i)) to include (if applicable) the effect on all in-process work (e.g., re-workable, repairable, etc.), (vi) any changes to Supply Chain Profiles (as defined in Section 7), and (vii) the manner in which the EC will be implemented by Supplier. Supplier will not proceed to implement the EC until Insulet has approved the charges and Supplier actions described in the Supplier evaluation that is provided to Insulet.
e.Manufacturing and Delivery Commitment. For the Term, Supplier commits to supply to Insulet, in accordance with the terms and conditions hereof, such quantities of the Products listed on Exhibit A (including those added as provided above) as Insulet may choose to order under the terms of this Agreement and which Supplier has agreed to supply in accordance with the terms hereof. Within thirty (30) days following the Effective Date, Insulet shall provide Supplier with (i) an initial ninety (90) day Purchase Order and (ii) a non-binding rolling forecast of at least twelve (12) months for Insulet’s anticipated Product requirements, including needs for increased capacity. The initial forecast, and all subsequent forecasts issued in accordance with Section 6(a) below, are hereinafter referred to individually as a “Forecast” and collectively as “Forecasts.” Forecasts are subject to the assumptions set forth in Section C of Exhibit A. Except as may be expressly set forth in the Flexibility Table, there is no minimum quantity purchase requirements under this Agreement. All Purchase Orders shall be binding and may be rescheduled only in accordance with the Flexibility Table set forth in Exhibit B, or cancelled upon payment of (1) the purchase price of the Product (if the cancellation is made within thirty (30) days of the scheduled delivery date) or (2) the amounts set forth in Section 8(e) – Insulet Component and Completed Part Liability (if cancellation is made outside of such 30-day period). Supplier shall make purchase commitments (including purchase commitments for Long Lead-time Components) to its component suppliers (“Vendors”) based upon the Purchase Order and Forecast, and Insulet shall be responsible for all such Components purchased in support of Insulet’s then-current Forecast;
Insulet Corporation - Sanmina Corporation Amended and Restated Materials Supplier Agreement
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provided, however, Supplier agrees to use prudent material management practices with due consideration given to manufacturing and Component lead-time for ordering of materials. No economic purchases of Components shall be performed without Supplier’s prior notice to Insulet and prior written approval of Insulet. For all other purposes, however, the Forecast shall be non-binding. “Long Lead-time Components” shall mean any Components whose lead-time exceeds the cancellation window of thirty (30) days before the delivery date of the Product.

Insulet reserves the right to purchase the Products or similar items from other suppliers. If Supplier fails to deliver the total quantity of Products ordered by Insulet in any Purchase Order (as defined in Section 6(a)(ii)) by the date of delivery specified therein for causes solely attributed to Supplier, or third parties under Supplier’s reasonable control, then, at Insulet’s option, Insulet may elect to (x) purchase replacement Product from another supplier if Supplier is unable to remedy the delivery quantify shortfall within five (5) days after notice from Insulet, or (y) have the remaining portion of the order of Product shipped by air freight at Supplier’s sole cost and expense. For the avoidance of doubt Supplier shall not be responsible for delays in delivery caused by Insulet, third parties not under Supplier’s reasonable control or a Force Majeure Event (as set forth in Section 24 of this Agreement). [***].
f.Kunshan Warehouse. In support of Supplier’s storage of Components, WIP, finished Product post sterilization, and for such other activities authorized under this Agreement and the Quality Agreement, Supplier, through its affiliate Sanmina-SCI Systems (Kunshan) Co. Ltd, entered into that certain lease with Tianyu Communication Technology (Kunshan) Co. (“Kunshan Landlord”) for a warehouse in Kunshan, China located at 2#1FU2 of Kunshan Tianyu Logistics Park on No. 1, JINZHU Road, LUJIA ZHEN Kunshan, Jiansu Province, China (Sanmina Lease Contract No. YCT20230625-043) (such space, the “Kunshan Warehouse” and such lease the “Warehouse Lease”). The Warehouse Lease is dated June 27, 2023 and is by and between Supplier and Kunshan Landlord. Within such warehouse shall be a space exclusively designated for Insulet’s use for its post lot qualification testing activities (such space, the “Insulet Laboratory Space”). The location, dimensions, operational requirements, quality requirements, and rights to operate set forth Warehouse Lease as of the Effective Date are hereinafter referred to as the “Insulet Requirements”. Supplier warrants and represents that it is permitted under the Warehouse Lease to license the Insulet Laboratory Space to Insulet for the occupancy and uses contemplated hereunder. Should Insulet’s operational and quality requirements change after the Effective Date (including, but not limited to, pallet capacity) then the Parties agree to meet and negotiate in good faith an amendment to this Agreement concerning the allocation of rights, obligations, and costs arising from any modification to the Kunshan Warehouse. Supplier shall regularly monitor the Insulet Laboratory Space to ensure compliance with the Insulet Requirements. Supplier shall not do, or permit anything to be done, in or about the Kunshan Warehouse or Insulet Laboratory Space which will in any way obstruct or interfere with Insulet’s rights to operate the Insulet Laboratory Space.

Insulet may, from time to time, deliver to the Insulet Laboratory Space certain test equipment to be used by Insulet in the Post Lot Qualification Process, as more particularly described in Section 10 below (such equipment, the “Post Lot Qualification Equipment”). The Post Lot Qualification Equipment shall at all times remain the sole property of Insulet and it shall be marked, by Insulet, with identification numbers. Insulet shall inform Supplier in writing of all such equipment before it is delivered to the Laboratory Space and will warrant that the same are delivered in accordance with applicable laws. The Post Lot Qualification Equipment located at the Kunshan Warehouse as of the Effective Date is set forth on Exhibit C attached hereto. Supplier agrees that the Warehouse Lease shall have a term duration which continues through the Term, and it shall not be amended, modified, or cancelled without Insulet’s prior written consent.
g.Pod Product Sterilization Services. Supplier agrees to facilitate and support Steris Sterilization Technologies (Suzhou) Ltd. (“Steris”), a third-party product sterilizer selected by Insulet, in
Insulet Corporation - Sanmina Corporation Amended and Restated Materials Supplier Agreement
                        6

Steris’ sterilization of certain Products designated by Insulet in accordance with (i) the Processing Agreement by and between Insulet, Supplier, and Steris (the “Processing Agreement”) (Contract No.: 202306006) dated November 26, 2024, and (ii) this Agreement. Such facilitation and support services are hereinafter referred to as the “Sterilization Facilitation Services.” The Steris sterilization activities described in the Processing Agreement, inclusive of Product handling and logistics, shall hereinafter be referred to as the “Steris Sterilization Activities.” The Parties acknowledge and agree that Products designated for sterilization shall only be Insulet Omnipod medical devices, which for the sake of clarity may hereinafter be referred to as “Pod Products.” The costs Supplier may pass on to Insulet in connection with the Sterilization Facilitation Services are included in the cost of Product which is sterilized hereunder, as more particularly set forth in Exhibit A. Pod Products successfully sterilized in accordance with the requirements of this Agreement may hereinafter be referred to as “Sterilized Pod Products.”
4.Prices.
a.General. Product prices are set forth in Exhibit A. All prices are stated in U.S. Dollars. The Parties acknowledge that the pricing set forth in Exhibit A includes price adjustment models on a per Product basis. The Parties will, on the twentieth (20th) day of the final month of each calendar quarter, negotiate pricing based on the pricing adjustments set forth in Exhibit A, which negotiation will be completed prior to end of such calendar quarter. Pricing changes may be agreed by electronic mail between the respective duly authorized representatives of Insulet and Sanmina. Supplier shall make all rent payments to the Kunshan Warehouse landlord; provided, however, the costs of the Warehouse Lease for which Insulet is responsible are included in the pricing for Pod Products set forth in Exhibit A.
b.Cost Reduction. Supplier hereby agrees to use commercially reasonable efforts to continually improve and to determine areas wherein cost savings can be realized and passed on to Insulet through productivity improvements and cost savings (“Cost Savings”). Such Cost Savings shall be reflected as a reduction of prices set forth in Exhibit A. Supplier hereby agrees to target savings of [***] annually during the Term (“Productivity Savings Goal”); provided, that Insulet will review and approve any recommended productivity change requested by Supplier as soon as practicable after submission of such change; provided, further, in each case, that such requested change does not otherwise adversely impact the quality of the Products. If Supplier identifies savings that do not adversely impact quality procedures or requirements set forth in this Agreement, and Insulet does not approve or take advantage of such savings, then Supplier will have satisfied the applicable savings target (or portion thereof).
c.Process Improvements. In the event Supplier implements any operational excellence or other process improvements at Insulet’s suggestion and under Insulet’s guidance, Supplier shall pass the percentage the savings set forth below attributable to such improvement, after Supplier recoups costs and expenses specifically and actually incurred by Supplier as a result of the development and implementation of such improvements (if any), along to Insulet and such savings shall not be included in the Productivity Savings Goal set forth above.

For the first twelve (12) month period of the Term, Supplier shall pass along to Insulet [***] of the process improvement savings described above.

For any time after the initial twelve (12) month period of the Term, Supplier shall pass along to Insulet [***] of the process improvement savings described above.
d.Taxes, Tariffs and Similar Charges. Except to the extent that Insulet’s purchase of the Products is exempt from such taxes, tariffs or similar charges as evidenced by a written certification of exemption provided by Insulet, Insulet shall bear all applicable tariffs and similar charges as well as sales, use, excise, value added (VAT) or similar federal, state, municipal and other taxes
Insulet Corporation - Sanmina Corporation Amended and Restated Materials Supplier Agreement
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payable with respect to the sale by Supplier to Insulet of the Products as finished goods and any property taxes assessable on the Products after delivery to Insulet. If Supplier is required to collect and remit any such taxes, then Supplier shall add such taxes, tariffs or similar charges to the invoice for sale of the Products, and Supplier agrees to remit such taxes as collected to the proper taxing authorities. With respect to the medical device excise tax pursuant to IRC §4191 (“MDET”), Supplier hereby acknowledges and agrees that for purposes of this Agreement, Insulet shall be deemed the holder of the regulatory filing with respect to all applicable products and is therefore deemed the manufacturer of such products. Furthermore, Insulet shall be deemed the responsible payor with respect to MDET and Supplier hereby acknowledges and agrees that it shall not remit or make any payments with respect thereto. To the extent that Supplier does remit or make payment for MDET, Supplier acknowledges and agrees that Insulet will not reimburse Supplier for any portion of such payments. Supplier shall be responsible for payment of any taxes relating to the Products or production thereof that are not based on the income of Supplier (rather than on the transfer of the Products). Each Party hereby indemnifies the other Party for any government claims or fines, other than the amount of any tax owed by such Party and not paid to the other Party, against such Party due to the other Party’s failure to remit or pay to applicable taxing authorities any taxes or similar charges that are the responsibility of the other Party to pay or remit, including any taxes collected from such Party for remittance by the other Party.  In the event Insulet is required to withhold taxes from amounts paid to Supplier hereunder and remit such taxes to a taxing authority, Supplier expressly authorizes Insulet to do so.
e.Pricing will be subject to each Party’s right to revise the price of Products set forth on Exhibit A to account for any changes in the exchange rate that exceed +/- [***] between the currency in which such pricing is calculated and the currency in which Supplier pays for its labor, overhead and component used in the manufacture of Products, which changes must be reasonably documented and verified. On the 15th of the third month of any calendar quarter prior to the quarter of application, the exchange rates to be applied to the following quarter’s costs (for those costs denominated in currencies different from the currency in which the Price is denominated) will be the spot rates published by the Wall Street Journal reflecting the previous day’s closing rates. Neither party will be entitled to a true-up, re-valuation, or adjustment for Products purchased prior to the price adjustment contemplated under this Section 4(e).
5.Shipping.
a.Shipping Terms. Unless otherwise expressly agreed upon in writing, shipping shall be FCA Shipping Dock at the applicable Supplier Manufacturing Facility (Incoterms 2020). Delivery from Supplier to Insulet is complete, and title shall transfer from Supplier to Insulet, when the Products have been consigned to Insulet’s specified carrier at the applicable Supplier Manufacturing Facility. Insulet assumes all risks of loss or damage for the goods from the time they have been accepted by the Insulet specified carrier at the Supplier’s premises. Supplier is responsible for all export documentation and formalities in origin country. Insulet will provide shipment routing instruction and contact information to the Supplier for shipment scheduling purposes. Insulet is responsible for importation (importer of record) and all associated charges, duties, VAT, etc. at destination. Frequency and volume of shipments from the Supplier Manufacturing Facilities, and shipments to the sterilization services provider as the case may be shall be as mutually agreed by the Parties.

If applicable, Supplier shall obtain, at Insulet’s expense, all export licenses and shall carry out all customs formalities related to the export of Products. Insulet agrees to provide Supplier, within ten (10) days of request, with each of the following in order to enable Supplier to fulfill its responsibility for export formalities: (i) export control classification numbers and harmonized code and tariff schedule information for Insulet’s assemblies and sub-assemblies; (ii) information sufficient to allow Supplier to clear shipments under laws and regulations pertaining to restricted parties and/or prohibited countries; and (iii) other information in Insulet’s possession that
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Supplier reasonably requests to assist in fulfilling Supplier’s export clearance responsibilities. Insulet shall obtain, at Insulet’s expense, all import licenses and shall pay all import customs duties and fees, as well as carrying out all custom formalities and shall be the importer of record, unless otherwise indicated on Exhibit A. Except to the extent due to Supplier’s negligent act or omission, Insulet shall be responsible for reasonable costs arising from an inspection of Product required by customs authorities.
b.Anti-Terrorism Measures. Supplier agrees to designate, (and in the event Insulet designates, then Insulet agrees to designate) only freight carriers that are currently in compliance with all applicable laws relating to anti-terrorism security measures and to adhere to the C-TPAT (Customs-Trade Partnership Against Terrorism) security recommendations and guidelines as outlined by the United States Bureau of Customs and Border Protection and to prohibit the freight carriage to be sub-contracted to any carrier that is not in compliance with the C-TPAT guidelines.
6.Order Procedures; Delivery Schedules; Zones; Stocking Hub; Invoices.
a.Order Procedures.
i.Forecast / Delivery Schedule. Unless an alternative procedure is mutually agreed in writing between the Parties, Insulet shall provide Supplier with Forecasts (inclusive of a delivery schedule) for Products to be purchased under this Agreement covering at least a twelve (12) month period. Unless otherwise set forth in Exhibit A, the first three (3) months of Purchase Orders will include specific delivery dates; the remainder of the Forecast will identify monthly quantities. The schedule described in this subsection (i) is called the “Delivery Schedule”. The Delivery Schedule will be updated at least once every month and will be subject to the change provisions set forth in Section 6(b) below. Within the Delivery Schedule, each quantity that Insulet indicates for a particular delivery date or time period (e.g., a time period where quantities are shown only on a monthly basis) is known as a “Scheduled Delivery”.
ii.Order Methods. Insulet may place orders under this Agreement for quantities and delivery dates or time periods by giving Supplier prior written notice consistent with the agreed to lead time for the applicable Product; provided, that if no such lead time is identified, at least sixty (60) days prior written notice. These orders may be in the form of the Delivery Schedule described in Section 6(a)(i) above or standard purchase order documents (which may be “standalone” purchase orders or “blanket purchase orders” with quantities scheduled by “releases”) or other written means mutually arranged by the Parties (each a “Purchase Order” and collectively the “Purchase Orders”). Regardless of the means by which Insulet informs Supplier of quantities and delivery dates, each quantity that Insulet indicates for a particular delivery date or time period is known as a “Scheduled Delivery”.
b.Delivery Schedules; Updates; Procedure; Changes. Supplier agrees to supply Scheduled Deliveries that Insulet submits in accordance with Section 6(a) above, as increased or decreased by Insulet within the permitted changes allowed under the Flexibility Table referenced in Section 6(c) below without any expedited cost or expense; provided, however, that any Scheduled Deliveries may also be cancelled by Insulet in accordance with Section 15 below (Cancellation for Convenience), including the financial responsibility provisions in such Section 15, or cancelled by an applicable Party for cause as provided in Section 16 below (Cancellations for Cause, including the financial responsibility provisions in such Section 16); and provided, further, that if the Parties mutually agree to changes for Scheduled Deliveries that are beyond the scope of
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the changes permitted in the Flexibility Table, then Supplier shall supply those revised Scheduled Deliveries.
c.Zones. At any particular time, each Scheduled Delivery (or forecasted quantity) is considered to fall into one of a number of zones as shown in the “Flexibility Table” attached hereto as Exhibit B and incorporated herein by reference (each a “Zone” and collectively the “Zones”), depending on how much calendar time remains until the date of that Scheduled Delivery (or forecasted quantity). For any Scheduled Delivery, Insulet may (i) increase or decrease the quantity of Products or (ii) reschedule the quantity of Products and their shipment dates in accordance with the Flexibility Table. In the event that Insulet cancels quantities outside the Frozen Zone beyond the amounts of allowable quantity decreases in the Scheduled Delivery Change Table), such cancellations will be subject to the provisions of Section 15 below (Cancellation for Convenience), including the financial responsibility provisions in such Section 15, or the provisions of Section 16 below (Cancellations for Cause), including the financial responsibility provisions in such Section 16.
d.Supplier Response to Purchase Orders and Delivery Schedules. Whenever Insulet submits Delivery Schedule information, whether by means of a Purchase Order, change order, purchase order “release” or revised Delivery Schedule, Supplier agrees to respond to Insulet (by fax, email or equivalent written media) within five (5) business days after receipt. The response should confirm receipt of the Purchase Order, change order, release or revised Delivery Schedule and inform Insulet if Supplier objects to any part of that submission as being contrary to the requirements of this Section 6. With respect to the information submitted per this Section 6(d), if Supplier does not object to the Delivery Schedule information within those five (5) business days, then all portions of the Delivery Schedule will be deemed to comply with the requirements of Section 6.
e.Invoices. Invoices for purchases will be issued to and payable by the Insulet business unit, affiliate or subsidiary that placed the order for the purchases and shall include reference to the applicable Insulet Purchase Order number. Similarly, any applicable cancellation charges under Sections 15 or 16 below or materials or components charges under Section 8 below will be payable by the Insulet business unit, affiliate or subsidiary that cancelled the order or for whom the materials or components were acquired. Insulet shall pay all undisputed invoice amounts in U.S. dollars within thirty (30) from the date of Supplier’s invoice, provided that Supplier issues all invoices to Insulet as soon as is commercially practicable.
f.Any pricing or quantity discrepancies must be brought to Supplier's attention within fifteen (15) days after receiving an invoice. Unless otherwise stated, payment shall be made in U.S. Dollars. In the event Insulet has any outstanding invoice beyond the payment term which is not the subject of a good faith dispute, Insulet will be given two (2) business days notification prior to any stop shipments occurring.
7.Supply Chain Profiles.  Supplier shall prepare supply chain profiles providing the categories of information indicated in Exhibit D which is attached hereto and incorporated herein by reference (each, a “Supply Chain Profile” and collectively, the “Supply Chain Profiles”) for all materials and components used to produce the Products.

Supplier will provide the Supply Chain Profiles to Insulet by close of business on the first (1st) Friday of each calendar quarter.  The Supply Chain Profiles will state the specific information set forth in Exhibit D, by material or component type, per bill of material, for each Product. During the Parties’ review of the Supply Chain Profiles, Supplier shall communicate (a) Insulet’s total potential financial responsibility, by material or component type, calculated in accordance with Section 8 below, (b) known supply chain risks and an analysis and mitigation plan, and (c) any localization, alternate sourcing or value engineering opportunities. Other than as set forth in
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Section 15 (Cancellation for Convenience) and Section 16 (Cancellation for Cause), Insulet shall be financially responsible for materials or components in accordance with the mutually agreed-upon Supply Chain Profiles and in accordance with Section 8 below.

8.Insulet Responsibility for Obsolete and Excess Inventory of Component and Materials.
a.Definitions:
i.“Delivered Cost” shall mean Supplier’s quoted cost of Components as stated on the bill of materials, plus a materials margin equal to [***] ([***]%).
ii.“Excess Components” means either Alternate 1 or Alternate 2, as mutually agreed by Insulet and Supplier in writing:

Alternate #1

the Components that Supplier has on hand, which have been ordered, manufactured, or acquired (in accordance with the requirements of this Section) based on Insulet’s then-current Forecast or Purchase Orders, but for which Insulet has no demand in the ninety (90) day period following the generation of the excess report and which Supplier cannot immediately and reasonably divert to other customers or uses, restock to the vendor, or sell at no loss.

Alternate #2

(a) the Components that Supplier has on hand, which have been ordered, manufactured, or acquired (in accordance with the requirements of this Section) based on Insulet’s then-current Forecast or Purchase Orders, plus any additional inventory that Supplier has purchased at Insulet’s written direction, minus (b) Component level working inventory that is held and funded by Supplier sufficient to achieve ten (10) Inventory Turns per year. The term “Inventory Turns” is defined, at the Supplier Manufacturing Facility level, as the Annualized Cost of Goods (COGS) sold divided by Ending Inventory Dollars. The term “Ending Inventory Dolars” is defined as all of the Inventory dollars at the then-current point in time that the analysis has been performed. Annualized COGS is derived from the current quarterly forecast multiplied by 4.
iii.“Finished Product Inventory” means: the value of Product that is either in transit between Supplier and Steris, is in the custodial possession of Steris, or is in the Kunshan Warehouse after Steris Sterilization Activities.
iv.“Obsolete Components” means: the quantity of Components that Supplier has on hand, which have been ordered, manufactured, or acquired (in accordance with the requirements of this Section) based on Insulet’s then-current Forecast or Purchase Order, but which Supplier no longer requires as a result of (i) Insulet’s announcement or notification that the Product into which such Component is incorporated has reached its end of life or (ii) a change in the Specification (as defined in Section 3.a.) the Product into which the Component is incorporated as a result of a notice of an Engineering Change or otherwise, and which Supplier cannot immediately and reasonably divert to other customers or uses, restock to the vendor, or sell at no loss.
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b.Component Ordering Practices. Insulet expects that Supplier will order sufficient materials and Components to meet Insulet’s requirements under this Agreement (at all times using prudent materials management practices) including, without limitation, all Scheduled Deliveries that Insulet submits in accordance with Section 6(a) above, as increased or decreased by Insulet within the permitted changes allowed under the Flexibility Table referenced in Section 6(c) without any expedited cost or expense. Insulet recognizes that Supplier may need to order components and materials to cover future needs for production of Products based on the Delivery Schedule, the Flexibility Table, the minimum package quantities (“MPQs”), the volume pricing quantities (“VPQs”), and/or the lead times identified in the mutually agreed-upon Supply Chain Profile (per Section 7 above).
Section 8.c and Section 8.d of this Agreement set forth Insulet’s responsibility with respect to Excess Inventory and Obsolete Components. Payment by Insulet under Section 8.c and Section 8.d represents a deposit by Insulet for Excess Inventory and Obsolete Components. At the end of each Quarter, after the processes described in Section 8.c and Section 8.d are completed, the amount in Supplier’s Inventory Reserve Account represents the remaining deposit balance from Insulet for Excess Inventory and Obsolete Components.
c.Excess List; Mutually Agreed Excess; Component Offset Inventory Account; Obsolete List.
i.Within five (5) business days after receiving Insulet’s first Forecast or Purchase Order of the first month following the end of each calendar quarter (but no later than the fifteenth business day following the end of each of Supplier’s calendar quarters), Supplier shall advise Insulet in writing of any Excess Components and their Delivered Cost (the “Excess List”). Notwithstanding the foregoing, Supplier’s failure to timely provide the Excess List to Insulet shall not affect Insulet’s obligations for Excess Components hereunder but the Insulet response period shall not commence until after receipt of the Supplier Excess List.
ii.Within five (5) business days of receiving Supplier’s Excess List, Insulet shall advise Supplier of any Component on the Excess List that it believes is not excess, and the Parties shall work together in good faith to resolve any outstanding issues.
iii.Within two (2) business days of Insulet’s issuance of its response to the Excess List, Insulet and Supplier will agree on the disposition of the Excess List on a part number-by-part number basis (hereafter the “Mutually Agreed Excess”) and shall enter into transactions as defined below to settle the Mutually Agreed Excess.
iv.Within eight (8) business days of the Parties’ agreement on the Mutually Agreed Excess, Insulet will pay Supplier the amount equal to the Mutually Agreed Excess. Supplier will credit these funds to Insulet’s Component offset inventory reserve account (the “Component Offset Inventory Reserve Account”) which has been established as a “contra-asset” to Insulet’s obligations under this Section.
v.The Parties shall use the processes set forth in sections (i) through (iv) above at the end of each calendar quarter to determine the “new” Mutually Agreed Excess for the end of each subsequent calendar quarter. The Parties will then compare the prior quarter’s Component Offset Inventory Reserve Account with the “new” Mutually Agreed Excess amount. If the new Mutually Agreed Excess is greater than the Component Offset Inventory Reserve Account, then Insulet shall, within ten (10) business days, pay the difference to Supplier, who shall credit the funds
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to the Offset Reserve Account. If the new Mutually Agreed Excess is less than the Component Offset Inventory Reserve Account, then Supplier shall, within ten (10) business days, refund the difference to Insulet.
vi.Excess Components shall be kept in the Component Offset Inventory Reserve Account, for a maximum period of six (6) months at which time such Excess Components will be deemed to be Obsolete Components.
vii.Within five (5) business days after receiving Insulet’s first Forecast or Purchase Order of the first month following the end of each calendar quarter (but no later than the fifteenth business day following the end of each of Supplier’s calendar quarters), Supplier shall advise Insulet in writing of any Obsolete Components and their Delivered Cost (the “Obsolete List”). The Obsolete List shall include all former Excess Components which have been deemed Obsolete Components. Notwithstanding the foregoing, Supplier’s failure to timely provide the Obsolete List to Insulet shall not affect Insulet’s obligations for Obsolete Components hereunder but the Insulet response period shall not commence until after receipt of the Supplier Obsolete List.
d.To the extent that any of the amount in the Component Offset Inventory Reserve Account relates to any Obsolete Component (e.g., the Obsolete Component was formerly included in the Excess List, and Insulet included that Component in its funding of the Component Offset Inventory Reserve Account), Supplier shall debit the Component Offset Inventory Reserve Account in the amount of the Delivered Cost of such Component. In the event the Component Offset Inventory Reserve Account does not include funding for any Obsolete Component (e.g., the Component was recently rendered obsolete as a result of a design change), Supplier shall invoice Insulet for the Delivered Cost of the Obsolete Component, Insulet shall pay Supplier’s invoice within [***] business days after the date of invoice. Supplier will ship or dispose of the Obsolete Component in accordance with the Insulet’s instructions. For the avoidance of doubt it is understood and agreed that the Component Offset Inventory Reserve Account is to be solely for the purposes expressly contemplated under this Excess and Obsolete Inventory section and for no other offset purposes (including, but not limited to, invoice disputes).
e.Insulet Component Liability. Insulet acknowledges that it shall be financially liable for all Components ordered in accordance with this Section. Specifically, Insulet’s “Component Liability” shall be defined as Supplier’s Delivered Cost of all Components ordered in support of any Purchase Order or Forecast, including any excess Components resulting from any minimum buy quantities, tape and reel quantities, and multiples of packaging quantities required by the Vendor less the actual cost (per the bill of materials) of those Components which are returnable to Vendor (less any cancellation or restocking charges). At Insulet’s request, Supplier shall use commercially reasonable efforts to (i) minimize Insulet’s Component Liability by attempting to return Components to the Vendor (with Insulet being liable for any re-stocking charges assessed), (ii) with respect to Components used in PCBA Product assembly only, use such Components for the manufacture of other Supplier customer Products within the same Supplier Manufacturing Facility, or (iii) with respect to Components used in PCBA Product assembly only, sell such Components, with Insulet being liable for any difference between the monies recovered by Supplier and the Delivered Costs of such Components; provided, however, that Supplier shall not be obligated to attempt to return to Vendor Components which are, in the aggregate, worth less than $[***]. For Components incorporated into Pod Products, at Insulet’s option, Insulet shall either purchase such Components from Supplier or instruct Supplier to destroy the same, which destruction shall be certified to Insulet in writing by Supplier and shall be at all Insulet’s cost.
f.Finished Inventory Reserve Account. In addition to the Component Offset Inventory Reserve Account, a separate inventory reserve account shall be established by Supplier, and funded by
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Insulet, for Product that will be subject to the Steris Sterilization Process (such account, the “Finished Product IRA”).   The Finished Product IRA shall be reviewed and reconciled on a quarterly basis, unless otherwise agreed by Insulet and Supplier in writing, based upon Supplier’s quarterly report of the Finished Product Inventory in the Finished Product IRA at that time.  If the value of the Finished Product Inventory is greater than the amount in Finished Product IRA, then Supplier shall promptly notify Insulet of such difference and Insulet shall, within [***] days of receipt of such notice, pay the difference to Supplier, who shall credit the funds to the Finished Product IRA. If the value of the Finished Product Inventory is less than the Finished Product IRA, then Supplier shall promptly notify Insulet of such difference and, within [***] business days of such notice, refund the difference to Insulet.
9.Fill Rate. The dates for Scheduled Deliveries are the dates by which the material must meet Insulet’s Fill Rate requirement. Scheduled Deliveries, in the exact quantities scheduled, between the due date and up to five (5) Insulet manufacturing days early will be considered on-time. For purposes of this Agreement, “Fill Rate” shall mean the Product being received by the appropriate carrier on the date specified by Insulet.
Insulet reserves the right to refuse delivery of excess quantities or of Products that exceed or do not meet Fill Rate requirements. Supplier is responsible for the excess cost of premium freight over regular freight when shipping Products to meet Scheduled Deliveries to the extent that the delay in shipment was caused by Supplier. For the avoidance of doubt Supplier shall not be responsible for delays caused solely by Insulet, third parties that are not within Supplier’s reasonable control or a Force Majeure Event.

With each delivery, Supplier will provide a packing list showing, for each Product shipped: the Insulet part number and revision level, the number of pieces shipped, the Scheduled Delivery date and quantity and the Purchase Order number(s). The same information will be provided on invoices and in both machine readable and human readable format as agreed by the Parties.
10.Quality; Pre Lot Qualification; Acceptance; Test Data; Failure Analysis; Post Lot Qualification.
a.Pre Lot Qualification. Supplier will perform on all Products the pre lot qualification activities described in the Quality Agreement (the “Pre Lot Qualification Process”). Unless otherwise set forth in the Quality Agreement, Pod Products will be inspected in quantities of eighty (80) during the Pre Lot Qualification Process. Pod Products that satisfy the requirements of the Pre Lot Qualification Process may hereinafter be referred to as “Qualified Unsterilized Pod Products”. Pod Products that fail the Pre Lot Qualification Process will be subject to a Root Cause Analysis performed by Supplier. For purpose of this Agreement, the term “Root Cause Analysis” shall mean the systematic analysis mutually agreed upon by the Parties, in their respective reasonable judgment, to determine the root cause of Product failure of the Pre Lot Qualification Process. In the event that the Root Cause Analysis shows that the failure is due to Supplier workmanship, the affected Products will be scrapped at Supplier’s sole cost and expense. For the avoidance of doubt, Insulet, and not Supplier, shall be responsible for the costs of scrapping the affected failed Pod Products if the Root Cause Analysis shows that the failure is due to an Insulet pod design, or a design change made by Insulet, or to Components purchased by Supplier at Insulet’s written direction. Notwithstanding the foregoing, in the event that the Root Cause Analysis neither substantiates a design or Component related Product failure nor substantiates a Product failure arising from Supplier workmanship, then the Parties will negotiate in good faith an allocation of the costs of scrapping the affected failed Products.
b.Acceptance Criteria. Acceptance criteria for Products is one hundred percent (100%) conformance to the Specifications and to the requirements set forth in the Quality
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Agreement attached hereto as Exhibit E and incorporated herein by reference (the “Quality Agreement”). Products may be returned within a reasonable time frame if non-conformance to the Specifications is discovered by Insulet at incoming inspection, source inspection, and/or on Insulet's shop floor (e.g., during Insulet's final test of the Insulet products which contain the Products supplied by Supplier). An entire shipment may be rejected based on a reasonably estimated sampling technique used by Insulet in light of the nature of the Product and nature of the non-conformance (including, but not limited to, Insulet’s determination that Products delivered in prior shipments contained a latent defect or nonconformance which is likely to be present in future shipments). Payment for Products does not constitute acceptance if a non-conformance is subsequently discovered as provided above. Within five (5) manufacturing days after Supplier receives notification of Product rejection by Insulet, Supplier shall issue a Returned Materials Authorization (“RMA”) number to Insulet to facilitate return or disposition of the products. Issuance of the RMA number is procedural only and is not an admission that the Products are nonconforming. RMA numbers shall not unreasonably withheld or delayed by Supplier. Notwithstanding anything in this Section 10.b to the contrary, in the event Sterilized Pod Products fail to conform one hundred percent (100%) to the Specifications or to the requirements set forth in the Quality Agreement, and such failure is not due to the negligent actions or inactions of Supplier (including, without limitation, a latent defect caused by Supplier), then Insulet’s foregoing remedies shall not apply.
c.Epidemic Failure Event. Upon occurrence of a suspected Epidemic Failure Event (as hereinafter defined), Insulet shall promptly notify Supplier, and shall provide, if known and as may exist, a description of the failure, and the suspected lot numbers, serial numbers or other identifiers, and delivery dates, of the failed Products. Insulet shall make available to Supplier, samples of the failed Products for testing and analysis. Upon receipt of Product from Insulet, Supplier shall promptly provide its preliminary findings regarding the cause of the failure. The Parties shall cooperate and work together to perform a Root Cause Analysis. Thereafter, Supplier shall promptly provide the results of its Root Cause Analysis, and if it is determined to be an Epidemic Failure Event, its proposed plan for the identification of and the repair and/or replacement of the affected Products, and such other appropriate information. Supplier shall recommend a corrective action program which identifies the affected units for repair or replacement, and which minimizes disruption to Insulet and its end user customers. Insulet and Supplier shall consider, evaluate and determine the corrective action program. In the event the test equipment necessary to test and analyze the defective product is no longer in Supplier’s possession due to a planned phase-out of such equipment, Insulet and Supplier shall identify an alternative method (including without limitation timing and cost elements) by which to test and analyze the Epidemic Failure Event to both Parties’ satisfaction.

Upon occurrence of an Epidemic Failure Event, Supplier shall (a) at Insulet’s reasonable option, either (i) repair the affected Products (whether sold directly to Insulet, to an Insulet contractor or to an Insulet customer) following return of such Products in accordance with the RMA procedure; or (ii) if the repaired Product will not satisfactorily meet or exceed Insulet’s reasonable requirements replace the affected Products or provide, at Supplier’s option, a credit or payment to Insulet in an amount equal to the cost to Insulet for replacement Products; (b) [***]; and (c) reimburse freight, transportation, expedited shipping costs, customs, duties, insurance, storage, handling and other shipping costs incurred by Insulet solely in connection with the repair and/or replacement of the affected Products.

Supplier agrees to execute and deliver, upon request from Insulet, Supplier's standard form of compliance certificate certifying Supplier's compliance with the requirements imposed by this Agreement and by applicable laws, regulations and industry standards and setting forth the country or countries of which the articles are a product. This compliance certificate must identify the shipment-by-shipment date, part number, revision number, quantity, and lot or serial numbers,
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as applicable. The compliance certificate must also set forth the country or countries of which the articles are a product.

For purposes of this Agreement, “Epidemic Failure Event” shall mean the occurrence of the same failure (i) attributable to the same root cause, as determined by a Root Cause Analysis, found in [***] or more of units of a particular Product, with a minimum of [***] units, shipped by Supplier during a consecutive [***] ([***]) month period where such failure is verified by Supplier and by Insulet, or an independent third party determined by Insulet subject to Supplier’s reasonable consent, such consent not unreasonably withheld; (ii) occurring within [***] ([***]) months after the date of manufacture of the Products; and (iii) resulting from (w) the manufacturing process, (x) Supplier’s manufacturing process design, (y) defects in workmanship, including Supplier’s failure to identify defects in any components or materials that Supplier could have identified by following the Supplier’s documented processes (which have been provided to Insulet) or such other mutually agreed to processes for inspection or testing at incoming inspection of such components and materials, or following agreed upon testing procedures for Products during Supplier’s manufacturing process or at final testing, but excluding manufacturing defects that are Insulet’s Responsibility (as defined in Section 18), or (z) Supplier’s failure to manufacture the Product in accordance with the Specifications in effect at the time of production.

d.Post Lot Qualification. Immediately following completion of the Steris Sterilization Activities, Supplier shall ship the Sterilized Pod Products to the Kunshan Warehouse. Upon delivery of the Sterilized Pod Products to the Kunshan Warehouse, Supplier shall provide to Insulet a sample lot, constituting [***] ([***]) Sterilized Pod Products, (such lot, the “Sample Lot”). Delivery of the Sample Lot will be made to the Insulet Laboratory Space, with the balance of the Sterilized Pod Products being held by Supplier in the part of the Kunshan Warehouse mutually agreed upon be the Parties as the storage location for finished goods. Insulet will complete its post lot qualification activities within three (3) business days. Following completion of the post lot qualification activities, the Pod Products shall be shipped to Insulet in accordance with Section 5.

If a Sterilized Pod Product does not meet the Post Lot Qualification Process, and a Root Cause Analysis shows that such failure arises from the Steris Sterilization Activities, then Supplier shall not be liable to Insulet for such failure to the extent the same is caused by Steris, and Supplier, as title holder to such product, shall be entitled to make a claim against Steris in accordance with the Processing Agreement. Insulet agrees to provide such reasonable support as Supplier may require in producing documentation concerning a Sample Lot failure caused by the Steris Sterilization Activities. Except as provided under Section 20(e) of this Agreement, Insulet shall not be responsible for payment to Supplier for Sterilized Pod Products which fail the Post Lot Qualification Process to the extent caused by Steris’s negligence in the performance of the Steris Sterilization Activities. II
11.Performance Measurements; Quality Performance Scorecard. Exhibit F attached hereto and incorporated herein by reference contains an explanation of the Quality Performance scoring used for the purpose of monitoring the Supplier’s Quality.
12.Insulet Equipment. Insulet has provided certain capital equipment to Supplier for use in the manufacture of Pod Products, which equipment is described on Exhibit G attached hereto (such capital equipment, the “Insulet Equipment”).  Additional Insulet Equipment may be added to a Supplier Manufacturing Facility during the Term and the Parties will meet every six (6) months, commencing on the date which is six (6) months following the Effective Date, to identify any additions to, or removals of, Insulet Equipment and amend this Agreement accordingly. The Insulet Equipment shall only be used to manufacture Products for Insulet and Insulet retains all right, title, and ownership to the same.  Upon expiration or earlier termination of this Agreement, or at such other time as Insulet may determine in its sole judgment, Insulet shall be entitled to
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remove the Insulet Equipment from any Supplier Manufacturing Facility. Supplier’s manufacturing and Component ordering obligations under the Materials Supplier Agreement shall be suspended upon Insulet’s removal of the Insulet Equipment. Insulet agrees to provide Supplier with reasonable prior written notice of any removal of Insulet Equipment and Insulet further agrees (i) to take reasonable efforts not to materially interfere with Supplier’s business activities in connection with such removal, and (ii) to indemnify Supplier for any damage to persons or property at a Supplier Manufacturing Facility arising from Insulet’s removal of the Insulet Equipment, except to the extent such damage is caused by Supplier’s negligence.

Supplier’s warranties to manufacture, repair, or retest Product shall be suspended during the time the Insulet Equipment required to perform such activities is removed from a Supplier Manufacturing Facility and the remainder of the original term of such warranties shall resume upon Supplier’s revalidation of the Insulet Equipment following Insulet’s return thereof to Supplier, which revalidation Supplier shall complete as promptly as reasonably possible.

Supplier shall be responsible for all day-to-day maintenance of the Insulet Equipment, which maintenance shall be performed according to the requirements of the original equipment manufacturers’ respective preventative maintenance documentation issued to Supplier at the time of delivery to a Supplier Manufacturing Facility (the “OEM PM Documentation”), as the same may be supplemented as hereinafter described. Supplier acknowledges and agrees that the OEM PM Documentation establishes the baseline requirements for preventative maintenance and that Supplier shall, in accordance with good manufacturing practices, promptly supplement such requirements based on its learnings from its maintenance of the Insulet Equipment. The OEM PM Documentation, together with such supplementary maintenance documentation so established by Supplier, is hereinafter referred to collectively as the “PM Program.” Supplier shall promptly notify the original equipment manufacturer and Insulet if Supplier identifies any material deficiency in a manufacturer’s OEM PM Documentation and instruct such manufacturer to update the OEM PM Documentation accordingly.  
Without limiting the requirements of the PM Program, Supplier’s preventative maintenance activities shall include the identification of areas for improvement in the operation of the Insulet Equipment and the prompt implementation of such improvements. Final determinations on the improvements to be undertaken, and the cost allocation of the same, shall be mutually agreed on by the Parties on quarterly basis. Further, Insulet shall have the right to audit the PM Program on reasonable written notice to Supplier, which audit will include, but is not limited to, in-person inspection of the Supplier Manufacturing Facilities in which Insulet Equipment is located, review of all Supplier documentation reasonably required to assess effectiveness of PM Program, interviews with Supplier personnel responsible for maintaining the Insulet Equipment, and such other activities as Insulet and Supplier may mutually agree in their respective reasonable discretion.  Following completion of the foregoing audit, the Parties will promptly meet to discuss the findings thereof, including the areas for improvements and optimization identified in the audit.  All agreed upon improvements and optimizations will thereafter be incorporated into the PM Program on a going forward basis.
 
Supplier shall immediately notify in writing Insulet if Supplier becomes aware of any defect, malfunction, or other failure of the Insulet Equipment which is reasonably likely to have a material adverse impact on Product quality, delivery times, or service levels (including, but not limited to, any event or circumstance which causes the Insulet Equipment to deviate from the validated parameters). In any such event, manufacturing activities will cease until the Parties mutually agree that the Insulet Equipment is sufficiently repaired.  For the sake of clarity,
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Supplier shall not be required to notify Insulet of equipment shutdowns arising from ordinary course preventative maintenance activities under the PM Program.


13.Information for Regulatory Filings. Supplier agrees to provide Insulet with all information about the manufacture of the Products reasonably necessary to enable Insulet to take the steps needed to permit the marketing and sale of Insulet products into which the Products are incorporated (and to permit the marketing and sale of any other Products which are sold as accessories to any Insulet products) in all jurisdictions in the world in which Insulet chooses to market and sell the Products and such Insulet products. Such steps include making regulatory submissions and/or self-certifications, as applicable, and successfully obtaining such regulatory registrations, clearances and approvals as are needed to permit such marketing and sale. The relevant United States Food and Drug Administration (“FDA”) reviewer guidance documents or relevant requirements of other regulatory bodies shall be considered for the purposes of determining what information is necessary.

Where specific testing is required to comply with the laws governing such regulatory registrations, clearances, approvals and self-certifications, then Insulet shall be responsible for obtaining such testing except where Supplier specifically commits to undertake such testing. Supplier agrees to assist Insulet in developing test protocols for the Insulet products that incorporate the Products and in answering questions from FDA and other regulatory authorities concerning Insulet’s submissions, insofar as such questions relate to any of the Products. Insulet is solely responsible for determining the intended use of the Products and for the validation of the Products and their respective Drawings and Specifications for such intended use.
14.Disaster Recovery. Supplier shall provide Insulet with a copy of Supplier's Disaster Recovery Plan (the “Plan”) which states policies, procedures and arrangements which Supplier shall adhere to in order to forestall and mitigate some of the disruption and delay in delivery of Products that might otherwise result from Force Majeure Events impacting Supplier or its key vendors such as natural disasters, strikes, government actions, and materials and utility shortages. This Plan may include alternate manufacturing sites, alternate subcontractor sources for materials or manufacturing, etc. Supplier agrees to adhere to all provisions of such Plan during the Term and during any additional period as the Parties continue to do business together under Section 2above. Supplier understands that Supplier is a key vendor to Insulet and that disruption or delay in delivery of Products to Insulet can have serious impact on Insulet's ability to manufacture and deliver its own products to its customers.
15.Insulet Cancellation for Convenience. At any time, Insulet may (i) terminate this Agreement and all Scheduled Deliveries for convenience upon at least twelve (12) months’ prior written notice to Supplier or (ii) cancel any Scheduled Deliveries for Insulet’s convenience upon at least twelve (12) months’ prior written notice to Supplier (each a “Cancellation for Convenience” and together, “Cancellations for Convenience”), and this Section 15 shall govern Insulet’s financial obligation to Supplier for such Cancellations for Convenience. Cancellations for Convenience are only cancellations of Scheduled Deliveries by Insulet beyond the quantity of cancellations/reductions allowed under the change provisions of Section 6(c) above, including the Flexibility Table.

If Insulet informs Supplier of Insulet’s intent to make any Cancellations for Convenience, then, prior to Supplier cancelling the Scheduled Delivery, Supplier shall first inform Insulet of the charges that would be applied, in accordance with this Section 15, for such proposed cancellation. In the event that such charges are made in accordance with this Agreement, Supplier shall cancel such Scheduled Delivery and invoice Insulet immediately for such charge. Invoices shall be paid in accordance with the terms of this Agreement. Insulet will pay Supplier the following amounts
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for such Cancellation for Convenience quantities and in the event of termination of the Agreement for convenience, depending on the Zone of the cancelled quantity (per the Flexibility Table in Exhibit B):
a.For materials or components allocable to cancelled quantities of Products in Zones for which the Flexibility Table shows a commitment for materials or components, the following amounts as applicable: (i) the actual cost plus applicable MOH of materials and components obtained by Supplier for production of such cancelled quantities, but only for materials or components which Supplier cannot immediately and reasonably divert to other customers or uses, restock to the vendor, or sell at no loss, and provided that Insulet shall not be responsible for materials or components that Supplier has ordered in advance of need or in excess of need (including needs to cover the flexibility allowed under the Flexibility Table to make changes to the Scheduled Deliveries), based on the Delivery Schedule and the MPQs, VPQs, and lead times identified in the applicable Supply Chain Profiles; (ii) the restocking charges of Supplier's vendors for materials or components that are restocked to the vendor and cannot be diverted or sold as above (but not including restocking of items that were ordered in advance of need or in excess of need as described above); and (iii) order cancellation charges of Supplier's vendors for materials or components ordered which cannot be diverted as above (but not including cancellation charges for items that were ordered in advance of need or in excess of need as described above); and
b.Documented WIP allocable to cancelled quantities of Products in Zones for which the Flexibility Table shows a commitment for WIP which cannot be diverted as above, not to exceed the aggregate price of such canceled Product quantities; and
c.Insulet’s purchase price (per this Agreement) for finished goods that are allocable to cancelled quantities of Products in Zones for which the Scheduled Delivery Change Table shows a commitment for finished goods and for finished goods in any Buffer Inventory remaining in any Hub, not to exceed the agreed upon maximum quantity of Buffer Inventory.
(i)With respect to the Warehouse Lease, the allocation of responsibility among the Parties for the remaining cost of the Warehouse Lease shall be as set forth in the Agreement to Reimburse Certain Costs and Expenses of Sanmina Corporation between Insulet and Supplier effective August 31, 2023.
If Insulet informs Supplier of Insulet’s intent to cancel any Scheduled Deliveries in Zones that show no commitment, per the Flexibility Table in Exhibit B, it is understood Insulet will incur no associated cancellation charges (other than as may be expressly set forth in Section 8). It is understood that certain Products being produced for Insulet are specific to Insulet and will not be useable for other customers, and that certain materials or components used to produce Products for Insulet may not be returnable to Supplier's vendors. Any materials, components, WIP or Products for which Insulet is liable hereunder shall be provided to Insulet as a deliverable and Insulet will provide direction to Supplier on the disposition of such items. Payment for such charges shall be as provided by the payment terms of the Agreement.

16.Termination of Agreement; Cancellation of Scheduled Deliveries for Cause.
a.By Insulet for Default. Any of the following events shall be considered a default by Supplier.
i.Supplier fails to meet any material obligation to supply Product pursuant to Section 3 above;
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ii.Supplier's “Quality Score” (as determined in accordance with Exhibit E) falls below [***] ([***]%) for consecutive quarters or multiple quarters in a rolling calendar year, provided Insulet notifies Supplier in writing each time Supplier’s Quality Score falls below [***]%;
iii.Supplier is reasonably placed on “Limited” status and fails to abide with reasonable provisions set forth by Insulet in writing to be granted “Approved” status within one calendar year.
iv.Supplier fails to adhere to the Quality Agreement and such failure is not cured within thirty (30) days of written notice by Insulet;
v.Supplier has repeated failures to adhere to the Quality Agreement which in the aggregate are a material failure, even if one or more of such failures has previously been cured under Section 16(a)(iv) above; or
vi.Supplier breaches Section 21 below.
In the event of such default, Insulet reserves the right upon written notice to Supplier to terminate this Agreement and/or cancel any or all outstanding Scheduled Deliveries for all Products. Any such cancellation will be considered cancellation for cause and Insulet will not be required to pay Supplier any amounts with respect to such canceled deliveries except for: (1) any amounts that might otherwise be owed; (2) the actual cost of components and materials ordered or held by Supplier in accordance with this Agreement, other than any components or materials involved in the default; (3) conforming Products received by, or in transit to Insulet; and (4) conforming WIP. (See Exhibit F for explanation of “Quality Scoring”.)

b.By Supplier. Supplier may terminate this Agreement and/or any or all Scheduled Deliveries hereunder (A) for convenience, following expiration of the Initial Term, upon not less than [***] ([***]) months’ prior written notice to Insulet or (B) upon written notice to Insulet in the event that Insulet (or in the case of a Scheduled Delivery requested by an affiliate, such affiliate), fails to pay any amounts when due (other than amounts which are disputed in good faith), and such failure is not cured within ten (10) calendar days (excluding, however, holidays on which the New York Stock Exchange is closed) after Supplier has notified Insulet in writing that such amounts are overdue and not paid and that Supplier intends to terminate this Agreement or certain Scheduled Deliveries if such amounts are not paid within the ten (10) calendar days (excluding, however, holidays on which the New York Stock Exchange is closed). In the event that Supplier terminates this Agreement and/or any or all outstanding Scheduled Deliveries under this Section 16(b), then (i) Insulet shall have the right to issue an Purchase Order for the last time purchase of up to [***] ([***]) months of Products (based on historical purchase volume), with delivery by Supplier to occur within a period of [***] ([***]) months from the date of receipt of the last time Purchase Order; subject to capacity and Component availability and (ii) Insulet shall have the same financial responsibility to Supplier with respect to materials, components, WIP and finished goods as Insulet would have in the case of a Cancellation for Convenience by Insulet and that Insulet would have in the case of Insulet discontinuing the purchase of Products.
c.By Either Party. In the event that either Party:
i.becomes insolvent, has a receiver appointed, files voluntarily under the bankruptcy laws, is filed against involuntarily under the bankruptcy laws and such filing is not dismissed within sixty (60) days, or is prohibited by regulatory
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authorities, law or court action from performing its material obligations hereunder;
ii.commits a material breach of this Agreement which is not capable of being cured, or
iii.fails to cure any material breach under this Agreement (other than a breach covered by Sections 16(a) or (b) above) within thirty (30) days after written notice from the other Party that such breach exists and that such other Party will terminate this Agreement if such breach is not cured,
then the other Party may terminate this Agreement effective upon written notice to the Party to whom one of the above events or circumstances applies.

17.Warranty. Supplier warrants that, as of the date of manufacture, and for [***] ([***]) months thereafter (the “Warranty Period”), Products will (a) conform to the Specifications and the requirements in the Quality Agreement and (b) be free from defects in workmanship and materials, except with respect to materials, components or services provided by third parties which are specified by Insulet in the Specifications (including the bill of materials) or which are requested as alternative sources of materials, components or services by Supplier and approved in writing by Insulet for which Supplier makes no warranty other than such materials, components and services provided by third parties have passed the Supplier’s documented inspection and/or testing requirements (which have been provided to Insulet) or such other mutually agreed to requirements at incoming inspection of such materials, components and services provided by third parties.

Supplier agrees to pass along any and all warranties from services, and component and material vendors with respect to any components, materials or services included in the Products. To the extent that Supplier breaches any of the warranties contained herein, Supplier shall at Insulet’s reasonable option (i) either repair the non-conforming Products; or (ii) if the repaired Product will not satisfactorily meet or exceed Insulet’s reasonable requirements, replace the affected Products with Product units manufactured by Supplier under this Agreement or provide, at Supplier’s option, a credit to Insulet in an amount equal to the Product price for the Products. Supplier shall pay or reimburse Insulet for shipping charges to return Non-conforming Products and shipping charges on replacement Products. Supplier shall ship repaired/replacement Products for Non-conforming Products by expedited shipping at Supplier’s expense. In the event no defect is found, Insulet shall bear the cost of shipping and expedites, if applicable and pay a “no defect found fee” the (“NDF Fee”) to Supplier in the amount $[***]for each conforming Product incorrectly designated by Insulet as a Non-conforming Product; provided, however, (i) if Insulet returns Product it determines to be part of an Epidemic Failure in accordance with Section 10 of this Agreement, then a Root Cause Analysis shall be performed to determine the cause of the non-conformance (as more particularly set forth in Section 10 of this Agreement) and the NDF Fee shall only be applicable to those Products specifically and incorrectly identified by Insulet as Non-conforming Product and (ii) if Insulet returns Product it determines to be Non-conforming Product but not part of an Epidemic Failure, the a Root Cause Analysis will be performed to determine the root cause of such failure and the NDF Fee shall only be applicable to those Products specifically and incorrectly identified by Insulet as Non-conforming Product. Insulet shall not be required to test every unit of Product in a shipment in the event it finds that, based upon reasonable testing, there is a non-conformance in the shipment and shall have the right to return an entire shipment but only designate certain Products within such shipment as non-conforming. For purposes of this Agreement: “Non-conforming Products” are Products that fail to conform to the Specifications or to the requirements of the Quality Agreement.
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For exemplary purposes only, and without limiting the above terms and conditions of this Section 17, if Insulet receives from Supplier 10,000 units of Product and identifies 1,000 units of Product as Non-conforming Product, Insulet may specifically designate such 1,000 units of Product as non-conforming and, in accordance with Section 10, return the entire shipment. A Root Cause Analysis will be performed to determine the cause of the non-conformance and, if such non-conformance is determined not to be caused by Supplier, then Insulet shall pay to Supplier the NDF Fee only for such 1,000 units.

Within five (5) business days after Supplier receives notification of a proposed warranty return by Insulet, Supplier shall issue a RMA number to Insulet to facilitate return of the Products (issuance of the RMA number is procedural only and is not an admission that the Product has a covered defect or non-conformity).  RMA numbers shall not be unreasonably withheld or delayed by Supplier. Insulet shall ensure all Products returned to Supplier for repair or other services are decontaminated and free of bio-hazardous material prior to shipment to Supplier, and that all mutually agreed documentation and/or certification of such decontamination accompanies the Products returned. Supplier agrees to provide a Root Cause Analysis and corrective action for all warranty claims.

Supplier further represents and warrants that (x) Supplier has the know-how and expertise to provide Insulet, and/or any of Insulet’s affiliates, with the services necessary and required to deliver the Products supplied pursuant to this Agreement, (including, without limitation, the Sterilization Facilitation Services), and (y) Supplier will perform the services required hereunder in a professional and efficient manner, using due care, skill, diligence and at a level equivalent to industry best standards and practices.
EXCEPT AS PROVIDED IN THIS SECTION 17, SUPPLIER MAKES NO WARRANTIES WITH RESPECT TO THE PRODUCTS OR ITS SERVICES HEREUNDER, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES RESPECTING NONINFRINGEMENT, OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTIES ARISING FROM A COURSE OF PERFORMANCE, A COURSE OF DEALING, OR TRADE USAGE. SUPPLIER MAKES NO WARRANTY WITH RESPECT TO SOFTWARE THAT IS PROVIDED BY INSULET OR SOFTWARE THAT IS SELECTED BY INSULET AND SUPPLIED BY A THIRD PARTY (EXCEPT THAT THE SOFTWARE IS WHAT INSULET SELECTED); ALL SUCH SOFTWARE IS OTHERWISE PROVIDED “AS IS”.

18.Product Performance; Quality Upgrades and Corrections.
a.General. The Parties will identify aspects of the Products that can benefit from improvement including manufacturing changes and hardware and/or software changes. There may be aspects of the Products that will require correction. This Section 18 specifies the Parties' responsibilities and the actions to be taken in respect to such improvements and corrections.
b.Improvements and Corrections.
i.Safety Hazard/Regulatory Violation/Epidemic Failure Event. If any aspect of the manufacture of a Product constitutes a safety hazard or regulatory violation or is the root cause of an Epidemic Failure Event, where such issue is verified by Supplier and by Insulet, or by an independent third party determined by Insulet subject to Supplier’s consent, such consent not unreasonably withheld, and where such issue occurs within [***] ([***]) months of the date of manufacture of the Products at issue, then, at Insulet's request, Supplier will take immediate steps to
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correct the problem for future production of the Product and for all existing units of the Product (in either Party's inventory/WIP, in transit, and in the field) that contain the same manufacturing process design or manufacturing aspect. For units in the field, Insulet shall be the primary point of contact for its customers. If the problem is due to “Supplier’s Responsibility” (as defined below), then Supplier shall be required to take all the steps set forth in Section 19(a)(i) below, at Supplier’s expense. If the problem is due to “Insulet’s Responsibility” (as defined below), then Supplier shall take all the steps set forth in Section 19(a)(i) below to the extent the Affected Products (as defined below) are within Supplier’s control, and Insulet shall reimburse Supplier’s costs of taking these steps. For purposes of this Section 18(b)(i):

“Supplier’s Responsibility” shall consist of any of the following: (A) a manufacturing defect in the Product, including Supplier’s failure to identify defects in any components or materials that Supplier could have identified by following Supplier’s documented processes for inspection at incoming inspection, or following agreed upon testing procedures for Products during Supplier’s manufacturing process or at final testing, but excluding a manufacturing defect that is Insulet’s Responsibility; (B) Supplier’s failure to comply with the Specifications or the Quality Agreement; (C) a design defect in any aspect of the manufacturing process for the Product that was designed by Supplier; or (D) Supplier’s negligence in its performance of the Sterilization Facilitation Services; and

“Insulet’s Responsibility” shall consist of any of the following: (V) a design defect in any aspect of the Product other than manufacturing process design defects that are Supplier’s Responsibility as set forth above; (W) a manufacturing defect in any components or subassemblies manufactured or supplied by Insulet; (X) misinformation from Insulet; (Y) Insulet’s negligent or knowing release of any Non-conforming Products, where such Products have caused a safety hazard, regulatory violation or Epidemic Failure Event; or (Z) Insulet’s negligent performance of the Post Lot Qualification Process.

If the Parties are jointly responsible for the problem, then the costs of the steps described in Section 19(a)(i) through (iii) below shall be equitably apportioned between Supplier and Insulet based on the Parties’ comparative fault.
ii.Minor Impact. If any aspect of the manufacture, or any aspect of manufacturing process design for which Supplier is responsible, is such that a Product does not conform to the Specification but such non-conformance does not significantly reduce the value of the Product or products used with it to the end-user and does not constitute a safety hazard or regulatory violation, then Supplier shall take reasonable steps to identify changes to the manufacture that can be implemented in future production, including future releases of the Product, and will then carry out such steps.
19.Indemnification; Limitations of Liability.
a.In the event that Supplier supplies any Non-conforming Products to Insulet (including those in transit), and those Products (the “Affected Products”) have been resold by Insulet or incorporated into finished Insulet products or WIP, then the following shall apply (in accordance with the allocation of responsibility set forth in Section 18 above) and only to the extent the Affected Products are within [***] ([***]) months from their respective dates of delivery for said Affected Products: (i) Supplier shall repair or replace all of such Products with conforming
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Products or take other appropriate steps, including rework, to assure that all Affected Products are or become conforming Products, (ii) Supplier shall reimburse Insulet for the reasonable and documented actual cost of scrapping or reworking any Insulet finished products or WIP that is directly attributable to the Affected Products, and (iii) Supplier shall reimburse Insulet for its direct, reasonable, and documented out-of-pocket costs of conducting any recall, product hold, excessive complaint volumes or field corrective action that Insulet implements for Affected Products or Insulet finished products that contain the Affected Products.
b.Supplier shall defend, indemnify and hold Insulet and its subsidiaries, affiliates, officers, directors, employees or agents harmless against claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) with respect to a claim by a third party arising from death or bodily injury caused by Non-conforming Product or the negligent or intentional acts or omissions of Supplier or its officers, employees, subcontractors or agents in connection with the provision of any Product or services set forth herein, subject to the limitations set forth in Section 21(e); provided however, that Supplier shall have no obligation to indemnify Insulet to the extent the claim against Insulet is a claim for which Insulet must indemnify Supplier under Section 19(c) below.
c.Insulet shall defend, indemnify and hold Supplier and its subsidiaries, affiliates, officers, directors, employees or agents harmless against claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) with respect to a claim by a third party arising from death or bodily injury caused by a Product or the negligent or willful acts or omissions, of Insulet or its officers, employees, subcontractors, subject to the limitations set forth in Section 21(e); provided however, that Insulet shall have no obligation to indemnify Supplier to the extent the claim against Supplier is a claim for which Supplier must indemnify Insulet under Section 19(b) above.
d.In no event shall Supplier be liable for (i) Product design deficiencies (other than design deficiencies in Supplier’s manufacturing process), (ii) malfunctions, defects, or failures resulting from misuse; abuse; accident; neglect; improper installation, operation or maintenance; theft; vandalism; acts of God; power failures or surges; casualty; or alteration, modification, or repairs by any party other than Supplier, (iii) defects in third party materials or components incorporated into the Products or services performed by third parties, unless the presence of the defective component or material in the Product, or defect in services performed by third parties, delivered to Insulet is due to Supplier’s failure perform tests or inspections required by the Specifications.
e.WITH THE EXCEPTION OF (A) INDEMNITY OBLIGATIONS UNDER SECTIONS 19.b. AND 19.c. AND SECTIONS 21.c. AND 21.d, (B) BREACHES OF THE CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION 21, OR (C) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL EITHER PARTY OR THEIR RESPECIVE AFFILIATES BE LIABLE FOR ANY INCIDENTAL DAMAGES, EXEMPLARY DAMAGES, INDIRECT OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, OR LOSS OF BUSINESS, RECORDS, DATA, USE, REVENUE, OR ANTICIPATED SAVINGS, OR OTHER ECONOMIC LOSS, WHETHER OR NOT THE PARTY WAS INFORMED OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY. FOR THE PURPOSE OF THIS SECTION, BOTH LOST PROFITS AND DAMAGES RESULTING FROM VALUE ADDED TO THE PRODUCT BY INSULET SHALL BE CONSIDERED CONSEQUENTIAL DAMAGES (NOT INCLUDING, HOWEVER ANY COST OF GOODS SOLD WHICH CONSTITUTES VALUE ADDED TO A PRODUCT, WHICH COST OF GOODS SOLD SHALL BE CONSIDERED A DIRECT DAMAGE).
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f.WITH THE EXCEPTION OF (A) INDEMNITY OBLIGATIONS UNDER SECTIONS 19.b. AND 19.c. AND SECTIONS 21.c. AND 21.d, (B) BREACHES OF THE CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION 21, OR (C) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL SUPPLIER’S LIABILITY FOR A PRODUCT (WHETHER ASSERTED AS A TORT CLAIM OR CONTRACT CLAIM) EXCEED THE AMOUNTS PAID TO SUPPLIER FOR SUCH PRODUCT HEREUNDER. IN NO EVENT WILL SUPPLIER BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCT BY INSULET. IN NO EVENT SHALL EITHER PARTY’S LIABILITY FOR CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE GREATER OF EITHER [***]USD ($[***]) OR [***] ([***]%) OR THE TRAILING 12 MONTHS OF REVENUE FOR PRODUCT PAID FOR UNDER THIS AGREEMENT (THE “CAP”). THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION 19.f, THE CAP SHALL NOT APPLY TO LIMIT INSULET’S OBLIGATIONS FOR PAYMENTS IN ACCORDANCE WITH SECTIONS 6.e., 15 or 16 OR SUPPLIER’S REPAIR, REPLACE OR CREDIT REMEDIES SET FORTH UNDER SECTIONS 10, 17 18 AND 19. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY WHERE THE DAMAGES ARISE OUT OF OR RELATE TO THIS AGREEMENT.
20.Insurance. 
a.Throughout the Term (subject to Section 20(c)), Supplier shall carry (a) Commercial General Liability Insurance in a minimum amount of US$[***] Combined Single Limit, Bodily Injury and Property Damage and (ii) Product Recall insurance covering the actual costs sustained in recalling defective product but no event less than USD$[***] per recall, in each instance including a waiver of subrogation endorsement and primary non-contributing endorsement, each in favor of Insulet.
b.Throughout the Term, Supplier shall maintain property insurance on the Insulet Equipment, which coverage shall cover the cost to rebuild or replace the same on the same site with new material of like size, kind, and quality, and shall in no event be less than [***] ($[***]), which amount reflects the approximate value of four (4) Insulet manufacturing lines.
c.Throughout the Term (subject to Section 20(c)), Supplier shall carry all Workers’ Compensation insurance as is required by law, which coverage shall include a waiver of subrogation endorsement in favor of Insulet.
d.Supplier shall also carry (i) cargo insurance covering risk of loss or damage to Products during (1) transport of Products to the Steris facility from a Supplier Manufacturing Facility and (2) transport from a Supplier Manufacturing Facility to the Steris facility (such policy, the “Cargo Policy”) and (ii) property insurance covering the risk of loss or damage to Product during the Steris Sterilization Activities (such policy, the “Pod Sterilization Policy”).
e.As of the Effective Date, Supplier has in place the Pod Sterilization Policy for the period beginning on March 1, 2025, and ending on February 28, 2026. Such policy has a [***] ($[***]) deductible and a limit of [***] ($[***]). Insulet agrees to reimburse (x) Supplier the cost of the premium, the invoice for which Supplier shall add to the first Product invoice issued after effective date of the policy and (y) the amounts paid by Supplier toward the foregoing deductible in connection with a claim made for damages to Product caused in connection with the Steris Sterilization Activities (subject to Insulet’s receipt and reasonable approval of such documentation as it reasonably requires from Supplier to substantiate Supplier’s losses). In the case of damage to Pod Product prior to Sterilization, the Pod Sterilization Policy shall cover the actual cash value of such product. In the case of Sterilized Product which, for the sake of clarity,
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is a finished good, the Pod Sterilization Policy shall cover the regular cash price of such Product. Should the cost of any claim under the Pod Sterilization Policy exceed the limit of such policy, Insulet shall reimburse Supplier such excess costs. The Pod Sterilization Policy is not guaranteed, and Supplier will make good faith efforts to obtain a renewal of the same as part of its regular insurance renewal process. For any renewal of the Pod Sterilization Policy, Insulet remains responsible to reimburse Supplier the costs of premiums, deductibles, and amounts paid in excess of the policy limit; provided, however, Supplier will notify Insulet before obtaining such insurance renewal and provide Insulet the information it reasonably requires to assess the cost of the policy before Supplier purchases the policy. For the avoidance of doubt, it is expressly understood by Insulet that Supplier’s global property insurance and Supplier’s Cargo Policy specifically exclude sterilization activities.

If Supplier’s insurer makes a final determination that damage to the Product resulting from the Steris Sterilization Activities is not covered under the Pod Sterilization Policy (such , the “Non-Covered Product”), and therefore denies the related claim, then Insulet shall purchase the Non-Covered Product from Supplier. However, Insulet’s obligation to purchase the Non-Covered Product from Supplier shall be relieved where the damages are attributable to Supplier’s negligence, including but not limited to: (i) defects in the manufacturing of the Product that contribute to the damage, and/or (ii) Supplier’s failure to properly submit or manage the insurance claim in accordance with the insurer’s requirements.
f.The Cargo Policy shall be in the amount of [***] ($[***]). Should the cost of any claim under the Cargo Policy exceed such amount, Insulet shall reimburse Supplier such excess costs. The Cargo Policy has a deducible of Fifty Thousand Dollars ($50,000.00). Insulet shall reimburse Supplier the amounts paid by Supplier toward the foregoing deductible in connection with a claim made for damages to Product caused in transit to or from the Steris facility.
g.In the event that any insurance Supplier is required to carry under this Agreement is on a claims made basis, Supplier agrees to provide evidence of insurance for a period of five (5) years after the expiration or earlier termination of the Agreement.
h.Upon the request of Insulet from time to time during the Term, Supplier shall provide Insulet with a certificate evidencing all coverages required hereunder. All insurers shall have financial ratings acceptable to Insulet. Supplier shall provide written notice to Insulet thirty (30) days in advance of any termination or cancellation of insurance required hereunder, unless Supplier obtains substantially similar coverage under a new policy that meets the requirements of this Section 20.
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21.Proprietary Information; Intellectual Property.
a.Proprietary Information.
(i)Any information which a Party shall obtain regarding the other Party in connection with this Agreement (“Proprietary Information”) shall be maintained in confidence by the receiving Party and shall not be used by the receiving Party or disclosed to a third party except with the disclosing Party's prior written consent. The receiving Party shall only disclose the other Party’s Proprietary Information to those of its employees who need to know such Proprietary Information in order for the receiving Party to fulfill its obligations hereunder, and such employees shall have pre-existing confidentiality and non-disclosure agreements with Supplier under which they are prohibited, in no less a restrictive way than as set forth herein, from disclosing any Proprietary Information. The confidentiality obligations in this section shall not apply to Proprietary Information which (a) becomes public other than through the receiving Party, (b) is already known to the receiving Party as evidenced by its written records, (c) becomes known by the receiving Party in the future from another source which is under no obligation of confidentiality to the disclosing Party, or (d) is subsequently developed by the receiving Party in a manner which it can establish was independent of the disclosure hereunder. The obligations of Supplier and Insulet pursuant to the provisions of this section shall survive termination of this Agreement for a period of five (5) years.
(ii)Without limiting the foregoing requirements of Section 21(i), Supplier shall conduct exit interviews with all Supplier employees whose employment with Supplier is terminated, voluntarily or involuntarily, who had access to, or knowledge of, Insulet’s Proprietary Information. At such meetings, the terminated employee shall sign an acknowledgement of their surviving confidentiality obligations concerning Insulet’s Proprietary Information and they shall attest to their return to Supplier of all Insulet Proprietary Information in their possession or to which they have access. Upon the termination date of such employees, all access to any network or system on which Insulet Proprietary Information is located shall immediately cease. Supplier shall confirm that no Insulet Proprietary Information is downloaded to any non-Supplier network or system including, without limitation, any USB drive.
(iii)In the event that the recipient of Proprietary Information is requested or becomes legally compelled to disclose any of the Proprietary Information (whether by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process or otherwise), such recipient Party will provide the disclosing Party with prompt notice, to the extent practicable, so that the disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this section related to confidentiality. In the event that such protective order or other remedy is not obtained, the disclosing Party agrees that such disclosure may be made without liability hereunder; provided that the recipient Party (a) furnishes only that portion of the Proprietary Information which the recipient Party is, in the opinion of its counsel, legally required to disclose, and (b) uses its reasonable efforts to obtain reliable
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assurance that confidential treatment will be accorded the Proprietary Information.
(iv)Neither Party hereto shall make, or permit any of their respective directors, officers, employees, agents, advisors, affiliates or representatives to make any press release, public announcement or other public disclosure with respect to the existence of this Agreement or the terms hereof without the prior consent of the other Party hereto.
b.Intellectual Property. Each Party’s intellectual property including without limitation any patents, trade secrets, processes, know-how, copyrights, trade dress, trademarks and/or trade names shall remain their exclusive property and except as provided in Section 21(g) below, nothing herein shall be construed as transferring any right, title or interest of any kind or nature whatsoever thereto to the other Party hereto. Furthermore, Supplier hereby agrees that the Specifications are owned exclusively by Insulet and nothing herein shall be construed as transferring any right, title or interest of any kind or nature whatsoever thereto to Supplier. Except as specifically provided herein, neither Party shall use in any way, the intellectual property of the other Party, and will not do any act which would in any way infringe upon or be in derogation of the validity of such other Party’s intellectual property and will notify the other Party of any conflicting claims that challenge any intellectual property of such Party that it is aware of.
c.Infringement Indemnification by Supplier. Supplier will indemnify and defend, at its expense, any third party suit or proceeding against Insulet, and any of its subsidiaries, affiliates, officers, directors, employees or agents, in a court of competent jurisdiction for infringement of patents, copyrights, trade secret rights or other intellectual property rights by Products purchased hereunder (an “Infringement Action against Insulet”) but only to the extent that such Infringement Action against Insulet is based on one or more of the following: Supplier’s manufacturing processes; Supplier’s off the shelf components which Supplier owns, controls and manufactures; use of any third party components that were selected by Supplier outside the scope of the Specifications and without Insulet’s prior written consent; or any change that Supplier makes to the Product design that causes the Product not to conform to the Specifications (unless such change was authorized by Insulet in writing). Supplier shall pay all damages and costs finally awarded against Insulet because of infringement covered by this indemnification by Supplier.
d.Infringement Indemnification by Insulet. Insulet will indemnify and defend, at its expense, any third party suit or proceeding against Supplier, any of its subsidiaries, affiliates, officers, directors, employees or agents, in a court of competent jurisdiction for infringement of patents, copyrights, trade secret rights or other intellectual property rights by Products purchased hereunder (an “Infringement Action against Supplier”) except to the extent that such Infringement Action against Supplier is based on one or more of the circumstances listed in Section 21(c) above.  Insulet shall pay all damages and costs finally awarded against Supplier because of infringement covered by this indemnification by Insulet.
e.Limitations. Each Party’s duties under Sections 19(a) and (b) and 21(c) and (d) above are conditioned on the Party claiming indemnification giving the indemnifying Party prompt written notice of commencement of any suit or proceeding or any written claim of infringement and furnishing to such indemnifying Party a copy of each communication relating to the alleged infringement and giving to such indemnifying Party all authority (including the right to exclusive control of defense of any such suit or proceeding), information and assistance (at such indemnifying Party’s expense) necessary to defend or settle such suit or proceeding. An indemnifying Party shall not be bound by any settlement made without such indemnifying Party’s prior written consent.
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f.Software/firmware. Insulet retains all right, title and interest in and to any software and/or firmware contained in the memory devices to be included in Products purchased hereunder, which Supplier will be purchasing, preprogrammed, from Insulet’s approved supplier. Insulet grants Supplier a perpetual, non-exclusive, world-wide, royalty-free license to use such software/firmware in the Products produced for Insulet.
g.License. Upon termination of this Agreement by Insulet for cause, Supplier hereby grants to Insulet a non-exclusive, worldwide, perpetual, royalty free license (including the right to sublicense the same) to any Supplier intellectual property to the extent incorporated into or used to manufacture the Products produced by Supplier under this Agreement to allow Insulet to modify, manufacture, package, and store the Products pursuant to the Specifications, including, but not limited to, bills of material (including a detailed listing of vendors with current and complete contact information), formulas, test procedures, test specifications, design specifications, schematics, assembly drawings, artwork, manufacturing instructions, and any other related information, which information is now in Supplier’s possession or which during the Term comes into Supplier’s possession as may be necessary for Insulet to make, have made, use, sell, offer to sell, import, and/or otherwise dispose of the Product (the “License”).
22.Short Supply/End of Life Components, Material, Software and Firmware.
a.Should any material or component be in short supply so that Supplier's needs exceed market availability, then Supplier agrees that, with respect to material purchased or ordered specifically for manufacture of the Products, Supplier will not utilize such material for other than the manufacture of Products for Insulet. In addition, any such component or material that has been paid for by Insulet or has been acquired at the specific request of Insulet shall be used only to manufacture Products for Insulet.
b.Should any material, component software or firmware be discontinued or set for end of life by the applicable vendor, Supplier hereby agrees to use commercially reasonable efforts to provide Insulet with notice of such event upon receipt of notice form the applicable vendor. Supplier agrees to use commercially reasonable efforts to purchase, at Insulet’s expense and with Insulet’s prior written consent, sufficient quantities of the foregoing in order to supply Insulet Products during the applicable vendor notice period. In addition, Supplier agrees to work with Insulet in order to find a replacement which meets the form, fit and function set out in the Specifications of such end of life component, material, software or firmware. (Such replacements of end of life materials, components, software and firmware are subject to the applicable change order procedures of the Quality Agreement.) In the case of software and firmware, any replacement pursuant to this Section shall be backward compatible.
23.Accurate Documentation. Supplier understands that in order to have efficient administration of incoming shipments and the manufacturing process, it is essential that Supplier provide complete and accurate documentation and labeling in accordance with Insulet’s instructions. Failure to provide complete and accurate documentation and labeling shall be considered a failure to comply with the Quality Agreement and also subject to the provisions of Section 18 above. Such errors include by example and not by limitation:
a.Missing, incomplete or improperly completed packing lists;
b.Incorrect or mismatched lot numbers on any of the labeling or documentation;
c.Missing, incomplete or improperly completed certificates of compliance;
d.Packaging errors that do not result in damage to Products. If damage does occur, that will be dealt with as a Non-conforming Product under this Agreement;
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e.Mislabeling; and/or
f.Incomplete or improperly completed response to a corrective action request, or failure to give appropriate response by the deadline stated in the request. (Note that the response can be either a corrective action recommendation or a request for additional time, with an explanation of the need for additional time).
24.Force Majeure. The obligations of the Parties shall be subject to, and waived during the continuance of, any cause constituting “Force Majeure Event” which herein shall be defined as any cause beyond the reasonable control of a Party which prevents or hinders the performance of such Party and shall include, without limitation, acts of God, acts of terrorism (whether actual or threatened), governmental intervention and labor strikes. Financial or commercial difficulties shall not be considered a Force Majeure Event. If any Force Majeure Event may delay shipment of Products by Supplier, Supplier shall promptly inform Insulet of the expected delay.
25.Compliance with Laws.
a.Applicable Laws. Supplier hereby represents and warrants that it will comply at all times with all applicable laws, statutes and regulations governing the manufacture and sale of the Products and the performance of its obligations hereunder.
b.Fair Trade Practices. Supplier hereby represents, warrants and covenants that it currently does and it will continue to comply with all applicable international conventions relating to fair trade practices to which the United States and/or the country where the Products are produced are signatories, such as prohibitions against bribery, participation in secondary and tertiary boycotts, and comparable conventions, as implemented in national law and regulation. Supplier further represents and warrants that the Products to be delivered under this Agreement may be subject to the export control laws and regulations of the United States or other countries and as such Supplier agrees to comply with all such laws and regulations as shall apply.
c.RoHS, WEEE and REACH.
i.Except as expressly stated otherwise in this Section, Supplier shall comply with all applicable laws, rules, regulations and ordinances (“Laws”) including but not limited to Environmental Laws, in the performance of this Agreement. “Environmental Laws” means and includes, without limitation, any applicable foreign, federal, state, or local law, rule, statute, regulation, ordinance, code or other provision promulgated or issued, that relates to or regulates the presence, use, manufacture, generation, handling, labeling, testing, transport, treatment, storage, processing, discharge, disposal, release, threatened release, control, or cleanup of any Hazardous Substance or any materials containing Hazardous Substances, or pertains to health, safety, industrial hygiene or the environment. As used herein, the term “Hazardous Substances” means and includes any substance, material, pollutant, contaminant, or waste in amounts or concentrations which are regulated, listed, or defined as hazardous or toxic under any Environmental Law.
ii.Supplier responsibility for compliance with the European Community directive 2002/95/EC known as the Restriction of Hazardous Substances Directive (“RoHS”) shall be to ensure, at Supplier’s cost, that the Supplier manufacturing processes used by Supplier in the production of the Product shall be RoHS compliant. Insulet shall be responsible for ensuring the compliance of the Components used in the manufacture of the Products in accordance Supplier’s “RoHS - F008”. For the avoidance of doubt Supplier does not independently
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warrant RoHS compliance of third party manufactured Components. Insulet shall further be responsible for ensuring compliance with respect to Regulation (EC) No 1907/2006 (“REACH”) in accordance Supplier’s “RoHS - F008”. Responsibility for compliance of the Products with the European Community directive 2012/19/EU known as the Waste Electrical and Electronic Equipment Directive (“WEEE Directive”) shall rest solely with Insulet.
26.Assignment. Neither this Agreement nor any Purchase Order or rights hereunder may be assigned by either Party without the prior written consent of the other Party, and any attempted assignment without such consent shall be void; provided, however, that either Party may assign this Agreement to any successor entity or to a subsidiary or affiliate or to a purchaser of the business unit to which this Agreement relates provided that any such assignment shall be subject to reasonable credit conditions in light of the creditworthiness of the assignee and, with respect to assignment by Supplier, such right to assign shall be subject to the assignee satisfying reasonable vendor qualification standards, including quality audit. Also, if any of the business units of Insulet that are purchasing hereunder are sold or otherwise divested from Insulet, then the new owner of such business unit may, subject to reasonable credit requirements, for up to eighteen (18) months (but not beyond the scheduled expiration without renewal of this Agreement), continue purchasing from Supplier, solely for the benefit of such business unit(s) and under the same terms and conditions that would apply under this Agreement, such Products as such business unit(s) was (were) previously purchasing under this Agreement. This Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the Parties.
27.Severability. Should any provision of this Agreement be finally determined to contravene any applicable law or governmental regulation, thereupon such provision shall be automatically terminated and performance thereof by both Parties waived, or should such provision be reasonably considered by either Party to be an essential element of this Agreement, the Parties hereto shall negotiate a new provision. If the Parties are unable to agree in writing upon the terms of such new provision within ninety (90) days of the contravening provision's termination, then the entire Agreement will terminate automatically thereupon.
28.Notices. Any notice given hereunder shall be deemed given at the times set forth in this Section 28 if sent, all charges prepaid, to the Parties at the addresses set forth at the beginning of this Agreement and to the attention of the persons indicated below (or the persons who succeed to those persons' functions). A Party may change the address to which notices must be sent, or the person to whose attention they should be directed, by giving notice hereunder to the other Party. The times at which notices will be deemed given are: three (3) business days after being sent by certified or registered mail, return receipt requested; two (2) business days after being sent by recognized courier; or immediately upon receipt by personal delivery. The designated persons to whom notices should be directed are:
Sanmina Corporation
Attention: EVP, Sales
2700 North First Street
San Jose, CA 95134

With a copy to:

Sanmina Corporation
Attention: Legal Department
2700 North First Street
San Jose, CA 95134		Insulet Corporation
Attention: GVP, Chief Procurement Officer
100 Nagog Park
Acton, MA 01721

With a copy to:

Insulet Corporation
Attention: Office the General Counsel
100 Nagog Park
Acton, MA 01721
29.Choice of Law; Attorney’s Fees. This Agreement and all orders hereunder shall for all purposes be governed exclusively by New York law (excluding its conflicts of law rules). The provisions
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of the United Nations Conventions on Contracts for the International Sale of Goods shall not apply to this Agreement. The prevailing Party shall be entitled to recover any and all costs and expenses incurred with respect to litigation between the Parties arising out of this Agreement, including without limitation, reasonable attorneys’ fees, disbursements and costs, and experts’ fees and costs”.
30.Miscellaneous. A Party's failure on any occasion to insist on strict performance of any term or condition hereof shall not constitute a waiver of compliance with such term or condition on any other occasion or a waiver of any default. This Agreement may be executed in one (1) or more counterparts, each of which shall be deemed an original and all of which together shall be deemed the same instrument. All Products furnished by Supplier hereunder shall be free of all liens and encumbrances, and at Insulet's request, Supplier shall deliver to Insulet a release of all liens or other evidence thereof satisfactory to Insulet. This Agreement may only be modified or amended in writing signed by an authorized representative of each Party.
31.Exhibits. The following Exhibits are attached hereto and made a part of this Agreement:
EXHIBIT A – Products and Prices                            
EXHIBIT B – Flexibility Table
EXHIBIT C – Post Lot Qualification Equipment
EXHIBIT D – Supply Chain Profile Requirements
EXHIBIT E – Quality Agreement
EXHIBIT F – Performance Measurements            
EXHIBIT G – Insulet Equipment    
EXHIBIT H – Lot Qualification Activities
    
32.Intentionally deleted.
33.[Signatures appear on following page.]

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The Parties agree to the terms and conditions of this Agreement and have caused this Agreement to be executed as of November 14, 2025.


INSULET CORPORATIONSANMINA CORPORATION
By /s/ Thomas Niglio
By /s/ Marco Gonzalez Hagelsieb
Thomas NiglioMarco Gonzalez Hagelsieb
(Print name)(Print name)
Group VP, Chied Procurement OfficerEVP and COO IMS
(Print title)(Print title)





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AMENDED AND RESTATED MATERIALS SUPPLIER AGREEMENT DATED NOVEMBER 14, 2025

between

INSULET CORPORATION (“Insulet”)

and

SANMINA CORPORATION (“Supplier”)


Exhibit A

PRODUCTS AND PRICES

[***]



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AMENDED AND RESTATED MATERIALS SUPPLIER AGREEMENT DATED NOVEMBER 14, 2025

between

INSULET CORPORATION (“Insulet”)

and

SANMINA CORPORATION (“Supplier”)


Exhibit B

FLEXIBILITY TABLE
[***]


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AMENDED AND RESTATED MATERIALS SUPPLIER AGREEMENT DATED NOVEMBER 14, 2025

between

INSULET CORPORATION (“Insulet”)

and

SANMINA CORPORATION (“Supplier”)


Exhibit C

POST LOT QUALIFICATION EQUIPMENT LIST

[***]



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AMENDED AND RESTATED MATERIALS SUPPLIER AGREEMENT DATED NOVEMBER 14, 2025

between

INSULET CORPORATION (“Insulet”)

and

SANMINA CORPORATION (“Supplier”)


Exhibit D


SUPPLY CHAIN PROFILE REQUIREMENTS

[***]


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AMENDED AND RESTATED MATERIALS SUPPLIER AGREEMENT DATED NOVEMBER 14, 2025

between

INSULET CORPORATION (“Insulet”)

and

SANMINA CORPORATION (“Supplier”)


Exhibit E

QUALITY AGREEMENT

The Quality Agreement between Supplier and Insulet dated April 2, 2025, is hereby incorporated into this Exhibit E by reference and shall be deemed an integral part of this Agreement. A true and complete copy of Exhibit E was delivered via electronic mail dated August 6, 2025 by Insulet to Sanmina.



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AMENDED AND RESTATED MATERIALS SUPPLIER AGREEMENT DATED NOVEMBER 14, 2025

between

INSULET CORPORATION (“Insulet”)

and

SANMINA CORPORATION (“Supplier”)


Exhibit F

PERFORMANCE MEASUREMENTS

[***]

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AMENDED AND RESTATED MATERIALS SUPPLIER AGREEMENT DATED NOVEMBER 14, 2025

between

INSULET CORPORATION (“Insulet”)

and

SANMINA CORPORATION (“Supplier”)

Exhibit G

INSULET EQUIPMENT



The Insulet Equipment List is set forth in the document titled “Exhibit G – Insulet Equipment List [06 AUGUST 2025]” which is incorporated herein by reference as Exhibit G. A true and complete copy of Exhibit G was delivered via electronic mail dated September 4, 2025, by Insulet to Sanmina, and may be updated from time to time upon mutual agreement of the Parties, which agreement may be made via electronic mail.

[***]

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AMENDED AND RESTATED MATERIALS SUPPLIER AGREEMENT DATED NOVEMBER 14, 2025

between

INSULET CORPORATION (“Insulet”)

and

SANMINA CORPORATION (“Supplier”)


Exhibit H

STERILIZATION SERVICES

[***]


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Exhibit 10.55

CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE AND CONFIDENTIAL. OMISSIONS ARE MARKED [***]

First Amendment to Commercialization Agreement
Regarding Agreed Markets
This First Amendment (this “Amendment”) is entered into as of January 5, 2026 (the “Amendment Effective Date”) by and between Insulet Corporation, a Delaware corporation having a principal place of business at 100 Nagog Park, Acton, MA 01720 (“Insulet”), and DexCom, Inc., having a principal place of business at 6340 Sequence Drive, San Diego, CA 92121 (“DexCom”, and together with Tandem, the “Parties,” and each, a “Party”), with respect to that certain Commercialization Agreement dated as of November 21, 2019 (as amended from time to time, the “Agreement”).
The Parties agree as follows:
As of the Amendment Effective Date, Exhibit 1.2 (Agreed Markets) to the Agreement is hereby amended as follows:
(a)“[***]” and “[***]” are hereby added to the existing list of Agreed Markets; and
(b)“[***]” is hereby deleted and replaced with “[***]”.
An updated Exhibit 1.2 reflecting these changes is attached hereto.
Except as expressly provided in this Amendment, all of the terms and provisions of the Agreement are and will remain in full force and effect. From and after the Amendment Effective Date, each reference in the Agreement to “this Agreement,” “the Agreement,” “hereunder,” “hereof,” “herein,” or words of like import will mean and be a reference to the Agreement as amended by this Amendment. This Amendment is governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of laws provisions of such State. This Amendment may be executed in counterparts, each of which is deemed an original, but all of which constitute one and the same agreement. Delivery of an executed counterpart of this Amendment electronically shall be effective as delivery of an original executed counterpart of this Amendment.


The Parties have executed this Amendment as of the Amendment Effective Date.
DEXCOM, INC.
INSULET CORPORATION
By: /s/ Christophe Cantenot
By: /s/ Adam Cate
Print Name: Christophe Cantenot
Print Name: Adam Cate
Title: VP, Finance and Corporate Controller
Title: GVP, Omnipod 5 Franchise Head



Exhibit 1.2
Agreed Markets
[***]


Exhibit 10.62

CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE AND CONFIDENTIAL. OMISSIONS ARE MARKED [***]

AMENDMENT NO. 5 to the
AMENDED AND RESTATED DEVELOPMENT AND COMMERCIALIZATION AGREEMENT

    This Amendment No. 5 to the Amended and Restated Development and Commercialization Agreement (“Amendment”) is dated as of the 19th day of December, 2024 (“Effective Date”), by and between Insulet Corporation (“Insulet”) and Abbott Diabetes Care Inc. (“ADC”).

    WHEREAS, Insulet and ADC are parties to that certain Amended and Restated Development and Commercialization Agreement dated as of September 13, 2021, as amended (the “Agreement”); and

    WHEREAS, Insulet and ADC wish to amend the Agreement as set forth herein, effective as of the Effective Date.

    NOW, THEREFORE, in consideration of these premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Definitions. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such terms in the Agreement.
2.The definition set forth Section 1.13 (Approved Person) is hereby deleted and replaced with the following:
“1.13 “Approved Person” means an employee or an Approved Designee designated as a potential Approved Person in Exhibit 1.12, in each case who: (a) is working on that portion of such Party’s development of the AID System for which access to [***] of the other Party is required; (b) cannot effectively perform his or her work on the AID System without access to such [***]; (c) has been trained by such Party on the procedures for protecting such [***], as set forth in Section 3.6; (d) has agreed in writing to comply with such procedures; and (e) following training and agreement (as required in (c) and (d) above), has been authorized by the [***] of Insulet or his or her designee (in the case of Insulet) or the [***], or his or her designee (in the case of ADC) to receive access to such [***]. The identity of the [***] of Insulet or designee or the [***] of ADC or designee shall be disclosed within a reasonable timeframe to either the JSC or an Alliance Manager of Insulet or ADC, as applicable, upon request by either Party.”

3.The following Section 3.6(j) is hereby added to the Agreement:
“Without limiting any other obligations set forth herein, the following shall apply unless otherwise approved by ADC in writing:
(a)Insulet’s use of [***] as an Approved Person is limited to the performance of the following development activities: [***]. Insulet shall not disclose to [***], or otherwise allow [***] to access, any of [***] other than the following: (i) [***], (ii) [***], (iii) [***], (iv) [***], (v) [***], (vi) [***], (vii) [***], and (viii) the documentation [***].
(b)Insulet shall not allow [***] other than through a [***]. The foregoing shall not limit [***] required for Approved Persons.




4.7.9 Promotional Communication. Section 7.9(b)(i) is hereby deleted in its entirety and replaced with the following:
“(b)    During the Term, neither ADC nor any of its Affiliates, may, directly or through a Third Party, issue in such Launch Country an [***] targeted to [***]. Notwithstanding the forgoing, ADC may, directly or through a Third Party (i) engage in [***] that are compatible with [***], (ii) issue [***] and (iii) facilitate a [***], if such [***] was made (A) in connection with a [***] (B) [***] or (C) upon the [***].”
5.Exhibit 1.12. Exhibit 1.12 (Approved Designees) is hereby deleted and replaced with Exhibit 1.12 attached hereto.
6.No Other Amendments. Except as modified herein, all other terms of the Agreement and SOW shall remain in full force and effect.
7.Conflicts. In the event of a conflict between the Agreement and this Amendment, this Amendment shall govern.
8.Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

2





IN WITNESS WHEREOF, this Amendment has been executed by the duly authorized representatives of Insulet and ADC on the date first set forth above.


ABBOTT DIABETES CARE INC.

By: /s/ Christopher Scoggins
Name: Christopher Scoggins
Title: SVP Global Commercial Operations & Market
        Date: 19 Dec 2024


INSULET CORPORATION

By: /s/ Adam Cate
Name: Adam Cate
Title: GVP, Omnipod 5 Franchise Head
       Date: 20 Dec 2024

3


EXHIBIT 1.12
APPROVED DESIGNEES
[***]

4
Exhibit 10.63

CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE AND CONFIDENTIAL. OMISSIONS ARE MARKED [***]

AMENDMENT NO. 6 TO AMENDED AND RESTATED
DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
This Amendment No. 6 to the Amended and Restated Development and Commercialization Agreement (“Amendment”) is dated as of June 12, 2025 (“Effective Date”), by and between Insulet Corporation (“Insulet”) and Abbott Diabetes Care Inc. (“ADC”).

WHEREAS, Insulet and ADC are parties to that certain Amended and Restated Development and Commercialization Agreement dated as of September 13, 2021, as amended by Amendment No. 1 through Amendment No. 5 (the “Agreement”); and
WHEREAS, Insulet and ADC wish to amend the Agreement as set forth herein, effective as of the Effective Date.
NOW, THEREFORE, in consideration of these premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows.
1.Definitions. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such terms in the Agreement.
2.The following definitions will be added to Article I:
[***]
5.Section 3.6(f) is hereby amended to [***].
6.The definition for [***] are hereby amended to [***].
7.The definition for “[***]” is hereby amended to [***].
8.The following is hereby added to the end of Section 3.1(b):
“The Parties shall negotiate in good faith and present to the JSC for approval within [***] after the effective date of Amendment No. 6 to this Agreement a development plan to [***], which plan shall be considered as part of the Development Plan. If the Parties are unable to reach agreement on a draft development plan for [***] for submission to the JSC within such [***] period, then either Party may refer the matter to the JSC for resolution at its next meeting. If the JSC is unable to resolve the matter within [***] after its next meeting, either Party may refer the matter to the Senior Officers for resolution pursuant to Section 2.5.
Within [***] after the JSC’s approval of the amended Development Plan to cover the [***] as required in the paragraph above, ADC will provide a first draft of the specifications to Insulet that


may be required if the Parties reach agreement to [***]. Both Parties understand that [***]. Both Parties also understand that further terms will need to be negotiated and mutually agreed [***]. After the JSC approval of the amended Development Plan as required in the paragraph above, the Parties shall negotiate in good faith such additional terms and the possibility of [***]. Notwithstanding the foregoing, nothing in Amendment No. 6 to this Agreement shall be construed as a representation or obligation of ADC to [***], Insulet during the term of the Agreement. Notwithstanding the foregoing, nothing in the Agreement or in Amendment No. 6 to the Agreement shall be construed as a representation or obligation for Insulet to [***] unless (i) the Parties mutually agree upon a development plan for [***], and (ii) ADC [***] with the [***], in order for [***].”
The following is hereby added after the second sentence of Section 3.10:
“Within [***] after the effective date of Amendment No. 6 to this Agreement, the Parties shall negotiate in good faith any necessary amendments to the [***].”

9.Section 7.1(a) is hereby amended to [***].
10.Article VIII is hereby amended to add a new Section 8.6 as follows:
“8.6 [***]
11.No Other Amendments. Except as modified herein, all other terms of the Agreement shall remain in full force and effect.
12.Conflicts. In the event of a conflict between the Agreement and this Amendment, this Amendment shall govern.
13.Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

{Signature Page Follows}
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IN WITNESS WHEREOF, this Amendment has been executed by the duly authorized representatives of Insulet and ADC on the date first set forth above.

ABBOTT DIABETES CARE INC.

By: /s/ Ruchi Varshneya
Name: Ruchi Varshneya
Title: DVP Global Strategic Marketing
Date: 6/12/2025



INSULET CORPORATION

By: /s/ Adam Cate
Name: Adam Cate
Title: GVP, Omnipod 5 Franchise Group Head
Date: 6/12/2025

SIGNATURE PAGE TO AMENDMENT 6

Exhibit 10.64

CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE AND CONFIDENTIAL. OMISSIONS ARE MARKED [***]

AMENDMENT NO. 7 TO AMENDED AND RESTATED
DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
This Amendment No. 7 to the Amended and Restated Development and Commercialization Agreement (“Amendment”) is dated as of October 28, 2025 (“Effective Date”), by and between Insulet Corporation (“Insulet”) and Abbott Diabetes Care Inc. (“ADC”).

WHEREAS, Insulet and ADC are parties to that certain Amended and Restated Development and Commercialization Agreement dated as of September 13, 2021, as amended by Amendment No. 1 through Amendment No. 6 (the “Agreement”);
WHEREAS, Insulet is developing a [***]; and
WHEREAS, Insulet and ADC wish to amend the Agreement to [***] as more fully set forth herein, effective as of the Effective Date.
NOW, THEREFORE, in consideration of these premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows.
1.Definitions. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such terms in the Agreement.
2.The definition of [***].
3.Section 3.3(b) is hereby amended [***]
4.The following is hereby added to the end of Section 3.1(b):
“The Parties shall negotiate in good faith and present to the JSC for approval within [***] after the effective date of Amendment No. 7 to this Agreement a development plan to [***], which plan shall be considered as part of the Development Plan. If the Parties are unable to reach agreement on a draft development plan for the [***] for submission to the JSC within such [***] period, then either Party may refer the matter to the JSC for resolution at its next meeting. If the JSC is unable to resolve the matter within [***] after its next meeting, either Party may refer the matter to the Senior Officers for resolution pursuant to Section 2.5.”
5.Section 3.10 is hereby deleted and replaced with the following:
“3.10    Quality Agreement. The Parties entered into a Quality Agreement on August 11, 2020 pursuant to the Original Agreement to address adverse event reporting and other regulatory, operational, and quality responsibilities in such Launch Country for the AID System (as may be amended and restated, the “Quality Agreement”). At least [***] before the earliest Target Launch


Date for an AID System [***], the Parties shall commence negotiating in good faith to amend and restate the Quality Agreement to address customer training, service and support, complaint handling, and other regulatory, operational, and quality responsibilities related to the commercialization of the applicable AID System. If the Parties have not amended and restated the Quality Agreement within [***] after commencing negotiations, the matter will be addressed at the next JSC meeting and if the JSC is unable to resolve the matter, either Party may refer the matter to the Senior Officers for resolution pursuant Section 2.5.”
6.For the avoidance of doubt, all updates to the Development Plan shall be subject to all provisions applicable to the Development Plan, including but not limited to, data and cybersecurity provisions set forth in Article IX.
7.No Other Amendments. Except as modified herein, all other terms of the Agreement shall remain in full force and effect.
8.Conflicts. In the event of a conflict between the Agreement and this Amendment, this Amendment shall govern.
9.Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

{Signature Page Follows}
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IN WITNESS WHEREOF, this Amendment has been executed by the duly authorized representatives of Insulet and ADC on the date first set forth above.

ABBOTT DIABETES CARE INC.
By: /s/ Ruchi Varshneya    
Name: Ruchi Varshneya    
Title: DVP, Global Strategic Marketing    

Date: Oct 28, 2025    



INSULET CORPORATION
By: /s/ Adam Cate    
Name: Adam Cate    
Title: GVP, Omnipod 5 Franchise Head    

Date: Oct 28, 2025    


SIGNATURE PAGE TO AMENDMENT 7

Exhibit 10.65

CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE AND CONFIDENTIAL. OMISSIONS ARE MARKED [***]
                    
AMENDMENT NO. 8 TO AMENDED AND RESTATED DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
    This Amendment No. 8 to the Amended and Restated Development and Commercialization Agreement (“Amendment”) is dated as of December 15, 2025 (“Effective Date”), by and between Insulet Corporation (“Insulet”) and Abbott Diabetes Care Inc. (“ADC”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such terms in the Agreement.
    WHEREAS, Insulet and ADC are parties to that certain Amended and Restated Development and Commercialization Agreement dated as of September 13, 2021, as amended by Amendment No. 1 through Amendment No. 7 (the “Agreement”); and
    WHEREAS, Insulet and ADC wish to amend the Agreement to, among other things, include additional terms regarding [***].
    NOW, THEREFORE, in consideration of these premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows.
1.Amendments to Agreement. The Parties hereby agree to amend the Agreement as follows:
(a)[***]. All references in the Agreement to “[***]” are hereby replaced with “[***]”.
(b)The following definitions are hereby added to Article I of the Agreement:
(i)    “Eighth Amendment” means the eighth amendment to this Agreement entered into as of the Eighth Amendment Effective Date.
(ii)     “Eighth Amendment Effective Date” means December 15, 2025.
(c)Confidential Information. The definition set forth in Section 1.25 (Confidential Information) is hereby amended to [***].
(d)[***]:
1.Insulet will [***] and will [***]. Insulet will [***] when applicable; and
2.Insulet will ensure that all [***] are (i) made aware that [***], and (ii) reminded of their [***] and the [***] that can occur if [***].
3.Insulet will designate a single point of contact to manage [***] branding materials and [***].
2.Miscellaneous.
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(a)No Other Amendments. Except as modified herein, all other terms of the Agreement shall remain in full force and effect.
(b)Conflicts. In the event of a conflict between the terms of the Agreement and this Amendment, the terms of this Amendment shall govern.
(c)Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.
[Signature Page Follows]
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IN WITNESS WHEREOF, this Amendment has been executed by the duly authorized representatives of Insulet and ADC on the date first set forth above.

Abbott Diabetes Care Inc.    Insulet Corporation
By: /s/ Ruchi Varshneya
By: /s/ Adam Cate
Name: Ruchi Varshneya
Name: Adam Cate
Title: DVP Global Strategic Marketing    
Title: GVP, Omnipod 5 Franchise Head
Date: December 16, 2025
Date: December 16, 2025
















Signature Page to Amendment 8
Exhibit 10.73

MASTER EQUIPMENT AND SERVICES AGREEMENT
AMENDMENT #3

THIS AMENDMENT AND RESTATEMENT AGREEMENT #3 TO THE MASTER EQUIPMENT AND SERVICES AGREEMENT originally dated August 31, 2016 between Insulet Corporation and ATS Automation Tooling Systems Inc. as amended by the Amendment and Restatement Agreement dated August 31, 2021 and that Amendment and Restatement Agreement #2 dated August 31, 2022 (together, the “MESA”), is made and entered into as of 31 August 2024 (“Amendment Effective Date”) by and between:

1.Insulet Corporation, with offices at 100 Nagog Park, Acton, MA 01720 (“Insulet”); and

2.ATS Corporation (formerly ATS Automation Tooling Systems Inc.), a company registered under the laws of Ontario, Canada with its registered office situated at 730 Fountain St N, Cambridge, ON N3H 4R7, Canada (“ATS”).

(the “Parties”).

WHEREAS:

a)the Parties have previously entered into and executed the MESA (as amended);

b)the MESA is due to expire on August 31, 2024 and the Parties wish to extend the term of the MESA; and

c)the Parties therefore now wish to further amend the MESA as set out below with effect from the Amendment Effective Date.

NOW, THEREFORE, in consideration of the premises, the mutual covenants contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.With effect from the Amendment Effective Date, the first sentence of Clause 2 shall be deleted in its entirety and shall be replaced by the following revised first sentence of Clause 2:

“2. This Agreement shall become effective on the Effective Date and shall terminate August 31, 2029, unless earlier terminated in accordance with the termination provisions below (the “Term”).”

2.With effect from the Amendment Effective Date, Clause 28 of the MESA shall be deleted in its entirety and be replaced by the following revised Clause:

“28. The following clauses contained in this Agreement, 14 (Limited Warranty); 15 (Confidentiality); 16 (Property Rights and Software Licenses); 17 (Patents); 18 (Limitations of Liability and Remedies); 33 (Escrow Agreement); Schedule 1; Schedule 2; Schedule 3; and any other clause or term that would, by its nature, be deemed or reasonably expected to survive termination of this Agreement, will survive the termination or expiration of this Agreement.”

3.Except as provided herein, all other terms, conditions and provisions of the MESA shall remain in full force and effect.

4.This agreement may be entered into electronically and in the form of two or more counterparts, each executed by one or more of the Parties but will not be effective until all Parties have executed and
Page 1 of 2


delivered at least one counterpart. Each counterpart will be an original of this agreement and all the counterparts taken together will constitute one instrument.

5.This agreement shall be governed by and construed in accordance with the laws of the State of New York and the United States, excluding its conflicts of law principles.


IN WITNESS OF WHICH, the Parties have caused this agreement to be executed by their duly authorized corporate officers or representatives as of the date first above written.

Insulet CorporationATS Corporation
By: /s/ James Flinn
By:/s/ Nick Anghel
Name: James Flinn
Name: Nick Anghel
Title: VP, Global Manufacturing Engineering
Title: General Manager – Life Sciences, Systems Cambridge
Date: 10-Jul-2024
Date: 11-Jul-2024

Page 2 of 2

Exhibit 10.82
THIS IS AN IMPORTANT LEGAL DOCUMENT. PLEASE CONFER WITH A LAWYER OR OTHER TRUSTED ADVISOR BEFORE SIGNING THIS DOCUMENT.

August 6, 2025

VIA EMAIL DELIVERY

Daniel Manea
48 Garfield Road
Concord, MA 01742

    Re: Severance Agreement and Release

Dear Dan:

    This letter (“Agreement”) serves as a Notice of Termination of your employment with Insulet Corporation (the “Company”), without “Cause,” pursuant to Sections 2(k) and 12(a) of the Insulet Corporation Amended and Restated Executive Severance Plan (the “Severance Plan”). The purpose of this Agreement is to establish an amicable arrangement for ending your employment relationship, to release the Company from all legally waivable claims and to permit you to receive severance pay and benefits as set out in the Severance Plan.

By signing this Agreement, you will be giving up valuable legal rights. For this reason, it is very important that you carefully review and understand the Agreement before signing it. The deadline for accepting this Agreement is twenty-one (21) days from the date hereof. If you do not sign and return this Agreement within the twenty-one (21) day period, this offer of severance pay will expire. The Company encourages you to take advantage of this period of time by consulting with a lawyer, or other trusted advisor, before signing this Agreement. PLEASE DO NOT SIGN THIS AGREEMENT BEFORE AUGUST 31, 2025.

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1.Employment Status and Final Payments:
(a)Termination Date: Your termination from employment with the Company is effective August 31, 2025 (the “Termination Date”). As of the Termination Date, your salary will cease, and any entitlement you have or might have had under a Company-provided benefit plan, program, contract, or practice will terminate, except as required by federal or state law or as set out in the Severance Plan or this Agreement.
(b)You were a participant in the Company’s Executive Unlimited Time Off policy during your employment. Pursuant to the terms of the policy, you did not accrue or carry over paid time off and no paid time off is paid out at the time of termination.
(c)You hereby acknowledge that as of the date you sign this Agreement you have been paid all earned wages and for all accrued but unused vacation time. Please submit requests for reimbursement of expenses within 10 days of receipt of this Agreement in a manner consistent with the Company’s expense reimbursement process.
(d)The Termination Date shall be the date of the “qualifying event” under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). If you are enrolled in the Company’s medical, dental and vision plans, you will be provided a benefits packet containing information on your COBRA rights and how to elect to convert to a direct pay plan under COBRA.
2.    Consideration: Pursuant to Section 3(a) of the Severance Plan, and in exchange for and consideration of: (a) your execution and timely delivery of this Agreement, without exercising your right of revocation as set out in Section 13, below and (b) your ongoing compliance with the terms and conditions of this Agreement, the terms and conditions of the Severance Plan, including but not limited to Section 5 of that Plan, and the Insulet Corporation Confidentiality, Non-Solicit, Non-Compete, and IP Assignment Agreement dated March 5, 2024 (“NDA”), the Company agrees as follows:
(a)Severance Pay: The Company will provide you severance pay in the gross amount of $489,000.00 (the “Severance Amount”), which is the equivalent of one (1) year of your current base salary. The Severance Amount will be paid to you in substantially equal installments in accordance with the Company’s payroll practice over 12 months; provided, however, that the first installment will be paid in the pay period that follows sixty (60) days from the Termination Date. This first installment will include amounts attributable to the period from the Termination Date up to and including the payroll period in which the payment is made.
(b)Bonus Payment:
(i)Target Bonus. The Company will pay you your target annual incentive bonus for the 2025 calendar year less applicable federal, state and local tax withholdings and deductions (the “2025 Target Bonus”). The 2025 Target Bonus will be paid to you in substantially equal installments in accordance with the Company’s payroll practice over 12 months; provided, however,
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that the first installment will be paid in the pay period that follows sixty (60) days from the Termination Date. This first installment will include amounts attributable to the period from the Termination Date up to and including the payroll period in which the payment is made.
(ii)Prorata Bonus. The Company will pay to you a pro rata portion of the 2025 annual incentive bonus, less applicable federal, state and local tax withholdings and deductions (the “2025 Prorata Bonus”), as determined in accordance with the Company’s Annual Incentive Plan based on Company performance.  The 2025 Prorata Bonus will be paid to you by check, which check will be delivered by a nationally recognized overnight courier to your address set forth above, at the same time the Company distributes bonuses to employees in the normal course of business, in March 2026.
(c)COBRA Premiums: If you elect in a timely manner to continue health and dental insurance coverage after the Termination Date in accordance with the provisions of COBRA, the Company will pay the Company’s portion of your monthly premium payments until the earlier of: (i) the conclusion of the twelve (12) month period following the Termination Date, (ii) the date you obtain other employment; or (iii) the date your COBRA continuation coverage would terminate in accordance with the provisions of COBRA. Thereafter, health and dental insurance coverage shall be continued only to the extent required by COBRA and only to the extent you timely pay the full premium payments yourself. Please note that if the Company, in its sole discretion, subsequently determines that all or some of its payment of the COBRA premiums are discriminatory under the Internal Revenue Code, any remaining COBRA payments shall instead be paid to you as additional severance pay over the same period that the subsidy would have been provided.
(d)Outplacement Services: The Company will pay for outplacement services up to Twenty-Five Thousand Dollars ($25,000.00), which outplacement services will be provided through a Company designated vendor and direct billed to the Company.
(e)Payments: The payments set forth in this Section 2 shall be subject to all applicable federal, state and/or local withholding and/or payroll taxes. Nothing in this Agreement shall be construed to require the Company to make any payments to compensate you for any adverse tax effect associated with any payments or benefits or for any deduction or withholding from any payment or benefit.
(f)Section 409A of the Internal Revenue Code: The intent of the parties is that this Agreement satisfies, or is exempt from, the requirements of Section 409A of the Internal Revenue Code, and it shall be so interpreted. It is the understanding and intention of the parties that the Severance Amount is exempt from Section 409A as separation pay paid only on an involuntary separation from service pursuant to Treasury Regulations § 1.409A-1(b)(9)(iii). To the extent that any of the compensation payable under this Agreement becomes subject to Internal Revenue Code Section 409A, this Agreement shall be interpreted and construed to the fullest extent allowed under Section 409A and the applicable guidance thereunder to satisfy the requirements of an exception from the application of Section 409A or, alternatively, to comply
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with such Code Section and the applicable guidance thereunder, including Treasury Regulation Section 1.409A-3(i)(2) (or any successor provision), and to avoid any additional tax thereunder.
3.Release: This section of the Agreement is a release of legal claims. Please carefully review this section with your attorney, or other trusted advisor, and do not sign this document unless you understand what this section says.
(a)In exchange for the amounts described in Section 2, which are in addition to anything of value to which you are entitled to receive, you and your representatives, agents, estate, heirs, successors, and assigns, absolutely and unconditionally release, discharge, indemnify and hold harmless the “Company Releasees” from any and all legally waivable claims that you have against the Company Releasees. Other than as permitted in Section 3(e) below, this means that by signing this Agreement, you are agreeing to forever waive, release, and discharge the Company Releasees from any type of claim arising from conduct that occurred any time in the past and up to and through the date you sign this document. Company Releasees is defined to include the Company and/or any of its parents, subsidiaries or affiliates, predecessors, successors, or assigns, and its and their respective current and/or former directors, shareholders/stockholders, officers, members, managers, employees, attorneys and/or agents, all both individually and in their official capacities.
(b)This release includes, but is not limited to, any waivable claims you have against the Company Releasees based on conduct that occurred any time in the past and up to and through the date you sign this Agreement that arises from any federal, state, or local law, regulation, code or constitution dealing with either employment, employment benefits or employment discrimination. By way of example, this release includes the release of claims against the Company Releasees under the laws or regulations concerning discrimination on the basis of race, color, creed, religion, age, sex, sex harassment, sexual orientation, gender identity, national origin, ancestry, genetic carrier status, handicap or disability, veteran status, any military service or application for military service, or any other category protected under federal, state or local law. This release also includes any claim you may have against the Company Releasees for breach of contract, whether oral or written, express or implied; any tort claims (such as claims for wrongful discharge, tortious interference with advantageous relations, misrepresentation and defamation); any claims for equity or employee benefits of any other kind; or any other legally waivable statutory and/or common law claims.
(c)For avoidance of doubt, by signing this Agreement you are agreeing not to bring any waivable claims against the Company Releasees (other than as permitted in Section 3(e) below) under the following nonexclusive list of discrimination and employment statutes: Title VII of the Civil Rights Act of 1964 (Title VII”), The Age Discrimination in Employment Act (“ADEA”), The Americans With Disabilities Act (“ADA”), The ADA Amendments Act, The Equal Pay Act (“EPA”), The Lilly Ledbetter Fair Pay Act, the Family and Medical Leave Act (“FMLA”), The Worker Adjustment and Retraining Notification Act (“WARN”), The Genetic Information Non-Discrimination Act (“GINA”), The Employee Retirement Income Security Act (“ERISA”), all as amended, as well as any other federal, state and local statutes, regulations, codes or ordinances that apply to you.
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(d)You release the Company Releasees from any and all wage and hour related claims to the maximum extent permitted by state law. This release of legal claims includes The Massachusetts Payment of Wages Law (M.G.L. ch. 149, § 148), The Massachusetts Overtime Law (M.G.L. ch. 151, § 1A), The Massachusetts Meal Break regulations (M.G.L. ch.149 §§ 100 and 101) and any state wage and hour related claims arising out of or in any way connected with your employment with the Company, including any claims for unpaid or delayed payment of wages, overtime, bonuses, commissions, incentive payments or severance, missed or interrupted meal periods, as well as interest, attorneys’ fees, costs, expenses, liquidated damages, treble damages or damages of any kind relating to a wage and hour claim, to the maximum extent permitted by law.
(e)Nothing in this Section 3 or elsewhere in this Agreement (including but not limited to the accord & satisfaction, confidentiality, non-disparagement, and return of property provisions) (i) prevents you from filing a claim under the workers compensation, paid family and medical leave benefits, or unemployment compensation statutes; (ii) limits or affects your right to challenge the validity of this Agreement under the ADEA or the Older Worker Benefits Protection Act; (iii) prevents you from filing a charge or complaint with or from participating in an investigation or proceeding conducted by the EEOC, the National Labor Relations Board, the Securities and Exchange Commission, or any other federal, state or local agency charged with the enforcement of any laws, including providing documents or other information to such agencies; or (iv) limits or affects your right to disclose or discuss sexual harassment or sexual assault disputes; although, by signing this Agreement you are waiving your right to recover any individual relief (including any backpay, front pay, reinstatement or other legal or equitable relief) in any charge, complaint, or lawsuit or other proceeding brought by you or on your behalf by any third party, except for any right you may have to receive an award from a government agency (and not the Company).
(f)For avoidance of doubt, and to ensure clarity, while you acknowledge not having raised a claim of unlawful discrimination, harassment, abuse, assault, other criminal conduct, retaliation, sexual harassment, sexual abuse or other sexual misconduct with the Company, or asserted such a claim outside the Company, nothing in this Agreement waives your right to testify in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct, alleged unlawful employment practices, or alleged sexual harassment, sexual abuse or sexual misconduct on the part of the Company, or on the part of the agents or employees of the Company, whether because you are cooperating in an investigation or other legal proceeding on your own initiative or whether you have been required or requested to attend such an investigation or proceeding pursuant to a court order, subpoena, or written request from an administrative agency or the legislature.
4.Accord and Satisfaction: The amounts described in Sections 1 and 2 shall be complete and unconditional payment, accord and/or satisfaction with respect to all obligations and liabilities of the Company Releasees to you, including, without limitation, all claims for back wages, salary, vacation pay, draws, incentive pay, bonuses, stock and stock options, commissions, severance pay, reimbursement of expenses, any and all other forms of compensation or benefits,
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attorney's fees, or other costs or sums. You further agree and acknowledge that you have not raised a claim of sexual harassment or abuse with the Company.
5.Waiver of Rights and Claims Under the Age Discrimination in Employment Act of 1967:
Since you are 40 years of age or older, you are being informed that you have or may have specific rights and/or claims under the Age Discrimination in Employment Act of 1967 (“ADEA”) and you agree that:
(a)in consideration for the amounts described in Section 2 of this Agreement, which you are not otherwise entitled to receive, you specifically and voluntarily waive such rights and/or claims under the ADEA you might have against the Company Releasees to the extent such rights and/or claims arose on or prior to the date this Agreement was executed;
(b)you understand that rights or claims under the ADEA which may arise after the date this Agreement is executed are not waived by you;
(c)you have carefully read and fully understand all of the provisions of this Agreement, and you knowingly and voluntarily agree to all of the terms set forth in this Agreement; and
(d)in entering into this Agreement, you are not relying on any representation, promise or inducement made by the Company Releasees or their attorneys with the exception of those promises described in this document.
6.Period for Review and Consideration of Agreement:
(a)You acknowledge that you have twenty-one (21) days to review this Agreement and consider its terms before signing it.
(b)The 21-day review period will not be affected or extended by any revisions, whether material or immaterial, that might be made to this Agreement.
7.    Company Files, Documents and Other Property: You affirm that other than as permitted in Sections 3(e) and 3(f) you will immediately return to the Company all keys, files, records (and copies thereof), equipment (including, but not limited to, computer hardware, software, printers, wireless handheld devices, cellular phones, etc.), Company identification, Company vehicles, information stored on any storage device, software programs and data compiled with the use of those programs, software passwords or codes, tangible copies of trade secrets and confidential information, sales forecasts, names and addresses of Company customers and potential customers, customer lists, customer contacts, customer and employee personal information, sales information, sales forecasts, memoranda, sales brochures, business or marketing plans, reports, projections, information recorded in confidence by the Company from third parties, techniques, methods, inventions, ideas, concepts or other matters conceived or developed by employees or which employees may have learned from other employees of Company, and any and all other information or property previously or currently held or used by
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you that is or was related to your employment with the Company (collectively, “Company Property”). You agree that in the event that you discover any other Company Property in your possession, custody or control after the Termination Date you will immediately return such materials to the Company.
8.    Future Conduct:
(a)    Non disparagement: Other than as permitted in Section 3(e) and 3(f) above, you agree not to make statements to clients, customers, and suppliers of the Company Releasees or to other members of the public that are in any way disparaging or negative towards the Company Releasees or their products and services. In the event the Company receives a request for a reference from any prospective employer of yours, Company agrees to state only your dates of employment with the Company, the last position you held with the Company, and nothing further.
(b)    Post-Employment Obligations:
(i)    By signing this Agreement you are acknowledging your post-employment obligations as set out in the NDA.
(ii)    By signing this Agreement you are also acknowledging your obligation to comply with the post-employment confidentiality, non-competition and non-solicitation restrictions set out in Section 5 of the Severance Plan (the “Other Covenants”), and you are agreeing to comply, and representing you will comply, with those obligations. A copy of the Severance Plan is attached to this Agreement. The Other Covenants do not supersede any of the covenants in the NDA, which agreement shall survive in accordance with its own terms. To the extent any conflict exists between the NDA and the Other Covenants, the Company shall be provided the greatest protection set forth in either agreement.
(iii)    You understand that proprietary information, confidential information, and trade secrets protected in the NDA, the Severance Plan or any other agreement or release that the Company has presented you that survives your separation of employment is hereby amended to exclude information protected under Sections 3(e) and (f) above.
(c)Confidentiality of this Agreement: Other than as permitted in Section 3(e) and 3(f) above, you agree that the existence, terms and conditions of this Agreement are and shall remain confidential and that you have not and shall not disclose the existence or terms of this Agreement to any individual or entity except (a) to adult members of your immediate family and your professional advisors, who shall be advised of this confidentiality provision, (b) to the extent required by a final and binding court order or other compulsory process or (c) to any federal, state, or local taxing authority.
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(d)No Filed Claims: You warrant and represent to the Company that as of the date of execution of this Agreement you have not filed a claim or complaint against any of the Company Releasees in court, before an administrative agency, in an alternative dispute resolution forum, or through the Company’s internal complaint process, relating directly or indirectly to your employment with the Company, separation from employment, or otherwise. You further warrant and represent that you have not assigned or transferred, or purported to assign or transfer to any person or entity any claim or complaint or any part or portion thereof. You agree to indemnify and hold harmless the Company from and against any claim, demand, damage, debt, liability, account, reckoning, obligation, cost, expense (including payment of attorney’s fees and costs actually incurred, whether or not litigation is commenced), lien, action, and cause of action, based on, in connection with, or arising out of any such assignment or transfer, or purported assignment or transfer of the same. You acknowledge that the Company is relying on the accuracy of these representations as a material term of this Agreement. Nothing in this paragraph shall restrict you from filing an application for unemployment benefits following your Termination Date. In the event you file any such application, the Company agrees to not contest it.
(e)You understand and agree that your obligations under this Section 8 are material terms of this Agreement and that the Company shall have the right, in addition to any other damages, to seek and obtain the return of the consideration paid hereunder (without impacting the validity or enforceability of the general release contained herein) in the event you breach any of your obligations under this Section 8.
9.    Representations and Governing Law:
(a)    This Agreement sets forth the complete and sole agreement between the parties and supersedes any and all other agreements or understandings, whether oral or written, between you and the Company, except for the NDA and the Severance Plan, each of which shall remain in full force and effect in accordance with their respective terms. This Agreement may not be changed, amended, modified, altered or rescinded except upon the express written consent of both the Company and you.
(b)    If any provision of this Agreement, or part thereof, is held invalid, void or voidable as against public policy or otherwise, the invalidity shall not affect other provisions, or parts thereof, which may be given effect without the invalid provision or part. To this extent, the provisions and parts thereof of this Agreement are declared to be severable. If the general release language is declared illegal or unenforceable, you agree to execute a valid release of the claims referenced in this Agreement, without the need for additional consideration. Any waiver of any provision of this Agreement shall not constitute a waiver of any other provision of this Agreement unless expressly so indicated otherwise in writing by the waiving party. The language of all parts of this Agreement shall in all cases be construed according to its fair meaning and not strictly for or against either of the parties.
(c)    This Agreement and any claims arising out of this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts and shall in all respects be interpreted, enforced and governed under the internal and domestic laws of
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Massachusetts, without giving effect to the principles of conflicts of laws of such state. Any claims or legal actions by one party against the other may be commenced and maintained in state or federal court located in Massachusetts, and you hereby submit to the jurisdiction and venue of any such court. YOU AND THE COMPANY VOLUNTARILY AND KNOWINGLY WAIVE THE RIGHT TO A TRIAL BY JURY AND AGREE THAT ANY AND ALL LEGAL DISPUTES BETWEEN THE PARTIES SHALL BE TRIED BY A JUDGE ONLY (A “BENCH TRIAL”), AND NOT A JURY. The prevailing party in any such action shall be entitled to recover their reasonable costs and attorney’s fees.
(d)    This Agreement does not constitute and shall not be construed as an admission by the Company that it has violated any law, interfered with any rights, breached any obligation, or otherwise engaged in any improper or illegal conduct with respect to you, and the Company expressly denies that it has engaged in any such conduct.
(e)    You may not assign any of your rights or delegate any of your duties under this Agreement. The rights and obligations of the Company shall inure to the benefit of the Company’s successors and assigns.
(f)    This Agreement may be signed by the Parties in one or more counterparts, each of which shall be an original and all of which shall together constitute one and the same instrument. Each counterpart may be delivered by facsimile transmission or e-mail (as a .pdf, .tif or similar un-editable attachment), which transmission shall be deemed delivery of an originally executed counterpart hereof. The Parties also agree that an electronic signature shall have the same effect as the use of a signature affixed by hand.
(g)    You may not assign any of your rights or delegate any of your duties under this Agreement. The rights and obligations of the Company shall inure to the benefit of the Company’s successors and assigns.
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10.    Effective Date: If this letter correctly states the agreement and understanding we have reached, please indicate your acceptance by countersigning the enclosed copy and returning it to me by the date which is twenty-one (21) days following the date of this Agreement. You may revoke this Agreement for a period of seven (7) days after signing it. In order to revoke the Agreement, you must submit a written notice of revocation to me at 100 Nagog Park, Acton, Massachusetts 01720 or by email to [email protected]. This written notice may be sent by mail, overnight mail, email or hand-delivery but must be delivered to me no later than the close of business on the seventh day. The Agreement will not become effective or enforceable, and no payments will be made, until this revocation period has expired (“Effective Date”) without being exercised.
Sincerely,
By: __/s/ John W. Kapples______
John W. Kapples, SVP, General Counsel
Authorized Representative of Insulet Corporation




I REPRESENT THAT I HAVE READ THE FOREGOING AGREEMENT, THAT I FULLY UNDERSTAND THE TERMS AND CONDITIONS OF SUCH AGREEMENT AND THAT I AM KNOWINGLY AND VOLUNTARILY EXECUTING THE SAME. IN ENTERING INTO THIS AGREEMENT, I DO NOT RELY ON ANY REPRESENTATION, PROMISE OR INDUCEMENT MADE BY THE COMPANY OR ITS REPRESENTATIVES WITH THE EXCEPTION OF THE CONSIDERATION DESCRIBED IN THIS DOCUMENT.

Accepted and Agreed to:

/s/ Daniel Manea__________________
Daniel Manea

Date:8/31/25___________________

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IF YOU DO NOT WISH TO USE THE FULL 21-DAY PERIOD,
PLEASE CAREFULLY REVIEW AND SIGN THIS DOCUMENT


I, Daniel Manea, acknowledge that I was informed and understand that I have 21 days within which to consider the attached Severance Agreement and Release, have been advised of my right to consult with an attorney regarding such Agreement and have considered carefully every provision of the Agreement, and that after having engaged in those actions, I prefer to and have requested that I enter into the Agreement prior to the expiration of the 21-day period.


Dated:
Daniel Manea
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EXHIBIT 19.1
INSULET CORPORATION
AMENDED AND RESTATED INSIDER TRADING POLICY

Insulet Corporation (the “Company”) has adopted this Policy to promote compliance with, and prevent violations of, insider trading laws by Company employees, officers, members of the Board of Directors (“Directors”) and consultants and to avoid even the appearance of improper conduct by these persons. The Policy is designed to satisfy the Company’s obligation to reasonably supervise the activities of Company personnel as well as to help Company personnel avoid the severe consequences associated with violations of the insider trading laws. Your strict adherence to this policy will help safeguard Insulet’s reputation and will further ensure that Insulet conducts its business with the highest level of integrity and in accordance with the highest ethical standards. You are responsible for understanding and complying with this policy.
It is important that you understand the breadth of activities that constitute illegal insider trading and the consequences, which can be severe. Cases have been successfully prosecuted against trading by individuals through foreign accounts, trading by family members and friends, and trading involving only a small number of shares. Both the U.S. Securities and Exchange Commission (the “SEC”) and the Financial Industry Regulatory Authority (“FINRA”) investigate and are very effective at detecting insider trading. Both the SEC and the U.S. Department of Justice pursue insider trading violations vigorously.
The Company’s general counsel has been designated by the Company as the initial Compliance Officer for administering this Policy, and any questions regarding interpretation of the Policy should be addressed to him. The Compliance Officer shall have the authority to designate from time to time one or more other representatives of the Company to act in concert with him or in his place with respect to the administration and interpretation of the Policy. The Company may from time to time designate other persons as the Compliance Officer for administering this Policy.
Violation of this Insider Trading Policy by any Director, officer or employee of the Company or consultant to the Company may subject such person to disciplinary action by the Company, including termination of employment or consultancy, as applicable, as well as to criminal or civil penalties.
1.SCOPE OF POLICY.
(a) People Covered. This Insider Trading Policy applies to:
(i)All Directors, officers and employees of, and consultants to, the Company;
(ii) All family members who reside with any such Director, officer, employee or consultant, anyone else who lives in such person’s household, and any family member who does not live in such person’s household, but whose transactions in securities are directed or controlled by such person (for example, parents or children who consult with such person before engaging in transactions) (collectively, “Family Members”); and
(iii)Any investment fund, trust, retirement plan, partnership, corporation or other entity which an Insulet Director, officer, employee or consultant has the ability to influence or direct investment decisions of (a “Controlled Entity”).


Family Members, Controlled Entities and anyone executing trades on behalf of you or such parties are referred to as “Affiliated Parties”.
(b) Transactions Covered. This Insider Trading Policy applies to any and all transactions in the Company’s securities, including in the Company’s common stock, options to purchase the Company’s common stock, or any other type of securities that the Company may issue (including, but not limited to, preferred stock, convertible debentures, and warrants), as well as in derivative securities that are not issued by the Company but relate to the Company’s securities, such as exchange-traded options or swaps relating to the Company’s securities (collectively, “Company Securities”). For purposes of this Insider Trading Policy, any gift or other transfer of Company Securities without consideration (other than a bona fide gift to a charitable institution) will be treated as, and will be subject to the same prohibitions and restrictions that apply to, a transaction in Company Securities. Under certain circumstances described below, this Insider Trading Policy also applies to transactions in the securities of other companies.

2.INSIDER TRADING. It is generally illegal for any Director, officer or employee of the Company or consultant to the Company to engage in transactions in Company Securities while in the possession of material, nonpublic information about the Company. It is also generally illegal for any Director, officer or employee of the Company or consultant to the Company to disclose material, nonpublic information about the Company to others who may trade on the basis of that information (such disclosure is referred to as “tipping”). In addition, if, in the course of his or her service to the Company, a Director, officer, employee or consultant learns material, nonpublic information about another company, it may be illegal for such Director, officer, employee or consultant to engage in transactions in the securities of that other company (or to disclose that information to others who may engage in such transactions). These illegal activities are commonly referred to as “insider trading.”
(a)“Material” Information. Information is generally regarded as material if there is a substantial likelihood that a reasonable investor would consider the information important in deciding whether to buy, sell or hold a security or if disclosure of the information is likely to affect the market price of a security. Both positive and negative information may be material. Information may be material even if it is merely a projection or forecast or otherwise relates to future, speculative or contingent events. The SEC has stated that there is no fixed quantitative threshold amount for determining materiality, and that even very small quantitative changes can be qualitatively material if they would result in a movement in the price of a company’s securities. While it is not possible to identify all information that would be deemed “material,” the following items are types of information that should be considered carefully to determine whether they are material:
•the Company’s financial results;
•projections of future earnings or losses, or other earnings guidance;
•earnings or revenue that are inconsistent with the consensus expectations of the investment community;
•potential restatements of the Company’s financial statements;
•pending or proposed mergers, acquisitions, tender offers or joint ventures;
•pending or proposed acquisitions or dispositions of significant assets;
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•changes in senior management or the Board of Directors;
•actual or threatened litigation or governmental investigations or major developments in such matters;
•significant approvals, denials, warnings or other communications from, or significant penalties, recalls or other actions by, the U.S. Food and Drug Administration (or any comparable foreign authority);
•new products or discoveries, or developments regarding customers or suppliers (e.g., the acquisition or loss of a contract);
•changes in the Company’s pricing or cost structure or major marketing changes;
•changes in auditors or auditor notification that the Company may no longer rely on an auditor’s audit report;
•changes in dividend policy, declarations of stock splits, public or private sales of additional securities, or establishment of a repurchase program;
•imposition of a ban on trading in Company Securities or the securities of another company;
•bank borrowings or other financing transactions out of the ordinary course;
•potential defaults under the Company’s credit agreements or indentures, or the existence of material liquidity deficiencies; and
•restructurings, bankruptcies or receiverships.
(b)“Nonpublic” Information. Nonpublic information is any information that is not available to the general public. Information is considered public if it is communicated by the Company by press release, SEC filing, official news releases on the Company’s website, or public conference calls and webcasts (for which adequate advance notice has been given). Even after the information is publicly announced, adequate time must pass for the market to become fully aware of the information before it is considered to be public. For purposes of this Insider Trading Policy, information will be considered “nonpublic” until after the close of trading on the second (2nd) full trading day following the Company’s (or, in the case of information regarding another company, such company’s) wide public release of the information. For example, if the Company distributes a press release disclosing material information on a Monday afternoon, such information will not be considered to be public until after the close of trading on Wednesday.
If you have any question as to whether particular information is material or nonpublic, you should not trade or communicate the information to anyone without prior approval by the Compliance Officer.

3.RESTRICTIONS.
(a) No Trading on Inside Information. While you are aware of material nonpublic information relating to the Company (except pursuant to a Rule 10b5-1 trading plan, as described in Section 4 below), you and any Affiliated Parties may not, directly or indirectly (through any other person or entity) trade in the securities of the Company. Similarly, you and any Affiliated Parties may not trade in the securities of any other company if you are aware of material
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nonpublic information about that company that you obtained in the course of your employment with the Company.

(b) No Tipping. You may not disclose material nonpublic information to others or recommend to anyone the purchase or sale of any securities when you are aware of such information. This practice, known as “tipping,” violates the securities laws and can result in the same civil and criminal penalties that apply to insider trading, whether or not you receive any benefit from the other person’s use of that information.

(c) Disclosure of Information to Others.  The Company is required under Regulation FD of the Securities and Exchange Commission to avoid the selective disclosure of material nonpublic information. The Company has established procedures for releasing material information in a manner that is designed to achieve broad public dissemination of the information immediately upon its release. You may not, therefore, disclose material information to anyone outside the Company, including family members and friends, other than in accordance with those procedures. You also may not discuss material information about the Company or its business in an internet “chat room” or similar internet-based forum. See Section 8 for additional information.

(d) Assisting Others. Neither you nor any Affiliated Parties may assist anyone who is engaged in any of the above activities.

(e) No Pledging or Holding in Margin Accounts. You and any Affiliated Parties are prohibited from holding Company Securities in a margin account or otherwise pledging Company Securities as collateral for a loan.

(f) No Short Sales, Hedging or Publicly Traded Option and Derivative Transactions. You and any Affiliated Parties are prohibited from engaging in short sales, hedging and monetization transactions with respect to Company Securities and from engaging in transactions in publicly traded put options, call options or derivative securities that constitute Company Securities.

(g) Standing or Limit Orders on Company Securities. The Company strongly discourages you and your Affiliated Parties from placing standing or limit orders on Company Securities. If you determine that you (or your Affiliated Parties) must use a standing order or limit order, the order must be limited to a short duration, such as same day.

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4.EXCEPTIONS.
(a)Exercise of Employee Stock Options. The prohibitions and restrictions set forth in this Insider Trading Policy does not apply to the exercise of an option to purchase Company Securities as long as no Company Securities are sold in the market to fund the option exercise price or related taxes. (See Section 9(d) below for reporting requirements applicable to Directors and Section 16 Officers (as defined below). This Insider Trading Policy does apply, however, to sales of Company Securities received upon exercise of a stock option, including (but not limited to) any sale of such Company Securities to constitute part or all of the exercise price of an option, any sale of Company Securities as part of a broker-assisted cashless exercise of an option, or any other market sale for the purpose of generating the cash needed to pay the exercise price of an option or related taxes. In addition, options exercises are subject to Section 16 reporting.
(b)Purchases of Company Securities under Employee Stock Purchase Plan. This Insider Trading Policy does not apply to purchases of Company Securities in the Company’s Employee Stock Purchase Plan but does apply, however, to any sales of Company Securities acquired pursuant to such Plan.
(c)Purchases from and Sales to the Company. This Insider Trading Policy does not apply to purchases of Company Securities directly from, or sales of Company Securities directly to, the Company.
(d)Approved 10b5-1 Trading Plans. Trades that are executed pursuant to a pre-cleared 10b5-1 plan are not subject to the prohibition on trading on the basis of material nonpublic information or, if applicable, to the restrictions set forth in the Company’s pre-clearance procedures and window/blackout periods. Rule 10b5-1 provides an affirmative defense from insider trading liability under the U.S. federal securities laws for trading plans that meet certain requirements:
(i)A 10b5-1 plan must be pre-cleared by the Compliance Officer and entered into at a time when you are not aware of material nonpublic information, and, if applicable, during an open window period;
(ii)A 10b5-1 plan must be entered into in good faith and not as part of a plan or scheme to evade the prohibitions of the securities laws and you must act in good faith with respect to any 10b5-1 plan;
(ii)Once the plan is adopted, you must not exercise any influence over the amount of securities to be traded, the price at which they are to be traded or the date of the trade;
(iii)The plan must either specify (including by formula) the amount, pricing and timing of transactions in advance or delegate discretion over those matters to an independent third party;
(iv)The plan must allow for the cancellation of a transaction and/or suspension of a trading program, upon notice by the Company, to the extent the Company deems such cancellation and/or suspension necessary or advisable; and
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(v)The plan must include a “cooling-off” period of at least 30 days from the date the plan is adopted or modified to the date of the first trade made pursuant to such plan; Directors and Section 16 officers are subject to an extended cooling-off period which lasts until the later of (a) 90 days from the date the plan is adopted or modified; or (ii) two business days following the Company’s release of financial results in a Form 10-K or Form 10-Q relating to the fiscal quarter in which the plan was adopted.
Subject to limited exceptions, you may not have multiple, overlapping 10b5-1 plans. Notwithstanding anything herein to the contrary, it is your responsibility to comply with this Policy and applicable law, regardless of whether the Company’s Compliance Officer pre-clears a 10b5-1 plan.

5.PENALTIES. If you engage in insider trading, you may subject yourself, the Company, its officers and Directors and other supervisory personnel to civil and criminal liability under United States securities law.
(a) Civil and Criminal Penalties. Potential penalties for insider trading or tipping violations include but are not limited to (1) imprisonment for up to 20 years, (2) criminal fines of up to $5,000,000, and (3) civil fines of up to three times the profit gained or loss avoided.
(b) Controlling Person Liability. If the Company fails to take appropriate steps to prevent illegal insider trading, the Company may have “controlling person” liability for a trading violation, with civil penalties of up to the greater of $1,000,000 and three times the profit gained or loss avoided, as well as a criminal penalty of up to $25,000,000. The civil penalties can extend personal liability to the Company’s Directors, officers and other supervisory personnel if they fail to take appropriate steps to prevent insider trading.
(c) Company Sanctions. Failure to comply with this Policy may also subject you to Company-imposed sanctions, up to and including termination for cause and damages, whether or not your failure to comply with this Policy results in a violation of law. It is not necessary for the Company to await the filing or conclusion of a civil or criminal action against the alleged violator before taking disciplinary action. The Company reserves the right to determine, in its own discretion and on the basis of information available to it, whether this Insider Trading Policy has been violated.

6.    POST-TERMINATION TRANSACTIONS. This Policy continues to apply to your transactions in Company Securities even after you have terminated your employment or other connections to the Company and its affiliates. If you are in possession of material nonpublic information when your employment terminates, you may not trade in Company Securities until that information has become public or is no longer material. If you are an Insider (as defined below), but not a Director or Section 16 Officer (as defined below), the procedures set forth in this Policy will cease to apply to your transactions in Company Securities upon the expiration of any restricted period that is applicable to your transactions at the time your employment or other relationship with the Company ends. Directors and Section 16 Officers are subject to the short-swing profit rules of Section 16 of Exchange Act of 1934, as amended (the “Exchange Act”), as discussed in Section 9(d) below.

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7.CONFIDENTIAL INFORMATION. The Company has strict policies relating to safeguarding the confidentiality of its internal, proprietary information. These policies include procedures regarding identifying, marking and safeguarding confidential information and employee confidentiality agreements. You should comply with these policies at all times.
8.UNAUTHORIZED DISCLOSURE. The Company is committed to preventing inadvertent disclosures of material, nonpublic information, preventing unwitting participation in Internet-based securities fraud, and avoiding the appearance of impropriety by persons associated with the Company. Accordingly, this Insider Trading Policy prohibits you from discussing material, nonpublic information about the Company or its subsidiaries with anyone, including other employees or consultants, except as required in the performance of your duties, and making any comments or postings about the Company on any Internet bulletin boards, chat rooms or websites, or responding to comments or postings about the Company’s business made by others. You may encounter information about the Company on the Internet that you believe is harmful or inaccurate, or other information that you believe is true or beneficial for the Company. Although you may have a natural tendency to deny or confirm such information on an electronic bulletin board or in a chat room, any sort of response, even if it presents accurate information, is considered improper disclosure and could result in legal liability to you and/or to the Company. Unless specifically authorized the Board or the Chief Executive Officer, you should not under any circumstances provide information or discuss matters involving the Company with the news media, the investment community or stockholders, even if you are contacted directly by such persons. You should refer all such contact or inquiries to our Compliance Officer at (978) 600-7038. The restrictions in this paragraph apply whether or not you identify yourself as associated with the Company. If material nonpublic information is inadvertently disclosed by any employee, officer, Director or consultant, you should immediately report the facts to the Compliance Officer so that the Company may take appropriate remedial action.
9.ADDITIONAL RESTRICTIONS RELATED TO INSIDERS. All members of the Board of Directors of the Company, all officers of the Company who constitute “officers” for purposes of Section 16 of the Exchange Act, and the rules promulgated thereunder (“Section 16 Officers”) and those other officers and employees of the Company who have been designated by the Company as significant employees as well as all Affiliated Parties (collectively, “Insiders”), shall be subject to the additional guidelines and restrictions set forth in this Section 9. The list of designated employees shall be maintained by the Compliance Officer (or any designees) in consultation with the Chief Financial Officer and Corporate Controller and shall be updated at least quarterly. If you are designated as an Insider and subject to the restrictions in this Section 9, you will be notified of the applicable trading windows and blackouts.
(a)Quarterly Trading Windows. Insiders may only engage in transactions in Company Securities during four (4) quarterly trading windows. In each quarter, the trading window begins at the open of trading on the third (3rd) full trading day after the Company’s widespread, public release of its earnings for the immediately preceding quarter (or, in the case of the first quarter of any year, for the immediately preceding fiscal year) and ends at the close of trading on the fourteenth (14th) day before the end of the quarter. No Insider may engage in transactions in Company Securities during any period outside of a trading window, other than pursuant to an approved 10b5-1 plan.
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(b)Special Trading Blackouts. If the Compliance Officer determines that an event has occurred or development is pending that makes it inappropriate for some or all Insiders to engage in transactions in Company Securities, the Compliance Officer may subject such Insiders (or other employees or consultants, as appropriate) to a special trading blackout (a “Special Trading Blackout”). The Compliance Officer (or his or her designee) may, in the Compliance Officer’s discretion, notify such Insiders (or any number of them) that they are subject to such Special Trading Blackout at any time during the Special Trading Blackout. If any such Insider requests approval of a transaction in Company Securities during such Special Trading Blackout, the Compliance Officer (or his or her designee) will reject such transaction request and will notify such Insider that he or she is subject to a Special Trading Blackout. The Compliance Officer shall not be obligated to disclose to any Insider the reason for any such Special Trading Blackout. No Insider may engage in any transaction in Company Securities while he or she is subject to a Special Trading Blackout (even if such transactions would otherwise occur during a quarterly trading window). The existence of a Special Trading Blackout will not be announced to the Company as a whole, and no Insider should communicate the existence of a Special Trading Blackout to any other person (including any other Insider).
(c)Preclearance. Directors and Section 16 Officers must pre-clear all trades with the Compliance Officer (or his or her designee) in accordance with the following procedures:
(i)The Director or Section 16 Officer must notify the Compliance Officer (or his or her designee) of the amount and nature of the proposed transaction using the Stock Transaction Request form attached to this Insider Trading Policy, delivering the form at least two (2) business days prior to the intended date of the proposed transaction, to the extent practicable (in order to provide adequate time for, among other things, the preparation of any required reports under Section 16 of the Exchange Act);
(ii)The Director or Section 16 Officer must certify to the Compliance Officer (or his or her designee) in writing prior to the proposed transaction that he or she is not in possession of material, nonpublic information concerning the Company and that the proposed transaction does not violate the trading restrictions of Section 16 of the Exchange Act or Rule 144 under the Securities Act of 1933, as amended;
(iii)Before trading, the Compliance Officer (or his or her designee) must have approved the proposed transaction in writing, including via electronic mail; and
(iv)After receiving the Compliance Officer’s (or his or her designee’s) certified written approval to engage in a transaction, an Insider must complete the proposed transaction within five (5) business days or the approval will lapse. Approval may be withdrawn at any time before the end of such five (5) business day period if the transaction has not yet been executed and there is a change in circumstances. In addition, the approval will automatically be withdrawn at the end of the trading window in which it was granted or at the beginning of any Special Trading Blackout applicable to the person who received such approval, if the transaction has not yet been executed.
(d)Post-Trade Reporting; Section 16 Rules and Restrictions. Any transaction in Company Securities by any Section 16 Officer, Director or Affiliated Party thereof (including, but not limited to, any transaction effected pursuant to a Rule 10b5-1 Plan and any exercise of an
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option to purchase Company Securities) must be reported to the Compliance Officer on the same day on which such transaction occurs. It is imperative that Section 16 Officers and Directors comply with this provision, given that Section 16 of the Exchange Act generally requires that executive officers and Directors report changes in beneficial ownership of Company Securities within two (2) business days. The sanctions for noncompliance with this reporting deadline include mandatory disclosure in the Company’s proxy statement for the next annual meeting of stockholders, as well as possible civil or criminal sanctions for chronic or egregious violators.
Section 16 Officers and Directors are subject to the SEC’s short-swing profit regulation, which requires Company insiders to return any profits to the Company made from the purchase and sales of Company Securities if both transactions occur within a six-month period (so called “short-swing profits”). Nothing in this Insider Trading Policy shall be construed as a modification of those rules and restrictions.
10.INDIVIDUAL RESPONSIBILITY. You are individually responsible for complying with this Insider Trading Policy and for ensuring that your Affiliated Parties comply with this Insider Trading Policy. In all cases, the responsibility for determining whether you are in possession of material, nonpublic information rests with you, and any action on the part of the Company, the Compliance Officer, or any other employee or Director pursuant to this Insider Trading Policy (or otherwise) does not in any way constitute legal advice or insulate you from liability under securities laws.
11. REPORTING OF VIOLATIONS. If you or any of your Affiliated Parties violate this Insider Trading Policy or any federal, state or foreign laws governing insider trading, or know of any such violation by any Director, officer, employee or consultant of the Company (or their respective Affiliated Parties), you must report the violation immediately to our Compliance Officer at (978) 600-7038 or anonymously via the Compliance and Ethics Hotline at (855) 409-9992. However, if (a) the conduct in question involves our General Counsel, (b) you have reported the conduct to our General Counsel (in his or her capacity as Compliance Officer) and do not believe that he or she has dealt with it properly, or (c) you do not feel that you can discuss the matter with our General Counsel (in his or her capacity as Compliance Officer), then you may raise the matter with our Chief Financial Officer (in his or her capacity as alternate Compliance Officer) at (978) 600-7797.
12.ACKNOWLEDGMENT. Upon first receiving a copy of this Insider Trading Policy, each Director, officer and employee of the Company and each consultant to the Company must sign an acknowledgment (in the form attached to this Insider Trading Policy) that he or she has received a copy and agrees to comply with the terms of this Insider Trading Policy. This acknowledgment will constitute consent for the Company to (a) impose sanctions for violations of this Insider Trading Policy or federal, state or foreign laws governing insider trading and (b) issue any necessary stop-transfer orders to the Company’s transfer agent to ensure compliance with this Insider Trading Policy. The Company may require re-acknowledgement on an annual basis.
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13.MODIFICATIONS. The Company may at any time change this Insider Trading Policy or adopt such other policies or procedures which it considers appropriate to carry out the purposes of its insider trading policy. The Company will deliver you notice of any such change by regular or electronic mail (or other delivery option used by the Company). You will be deemed to have received, be bound by and agree to revisions of this Insider Trading Policy when such revisions have been delivered to you.
14.QUESTIONS. You are encouraged to ask questions and seek any follow-up information that you may require with respect to the matters set forth in this Insider Trading Policy. Please direct all questions to our Compliance Officer at (978) 600-7038.
* * * *
Your failure to observe this Insider Trading Policy could lead to significant legal problems, including civil and criminal penalties, and could have other serious consequences, including the termination of your employment or consultancy, as applicable.
AMENDED: October 24, 2012
AMENDED: September 2, 2014
AMENDED: May 17, 2017
AMENDED: May 24, 2022
AMENDED: March 23, 2023
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ACKNOWLEDGEMENT
I hereby acknowledge that I have read, that I understand, and that I agree to comply with the Insider Trading Policy of Insulet Corporation (the “Company”). I also understand and agree that I will be subject to sanctions, including termination of employment and damages, that may be imposed by the Company, in its sole discretion, for violation of the Insider Trading Policy, and that the Company may give stop-transfer and other instructions to the Company’s transfer agent against the transfer of Company securities by the undersigned in a transaction that the Company considers to be in contravention of the Insider Trading Policy.

Date:Signature:
Name:
(Please Print)
Title:
(Acknowledgement to Insider Trading Policy)

S T O C K T R A N S A C T I O N R E Q U E S T
(Directors and Section 16 Officers Only)

Pursuant to Insulet Corporation’s Insider Trading Policy, I hereby notify Insulet Corporation (the “Company”) of my intent to trade the securities of the Company as indicated below.

REQUESTER INFORMATION

Insider’s Name:______________________
INTENT TO PURCHASE
Number of shares:
Intended trade date:
Means of acquiring shares:☐Acquisition through employee benefit plan (please specify):________
☐
Purchase through a broker on the open market
☐
Other (please specify):_____________________________________

INTENT TO SELL
Number of shares:
Intended trade date:
Means of selling shares:☐Sale through employee benefit plan (please specify):_____________
☐
Sale through a broker on the open market
☐
Other (please specify):_____________________________________

CERTIFICATION
I hereby certify that (i) I am not in possession of any material, nonpublic information concerning the Company, as defined in the Company’s Insider Trading Policy, (ii) to the best of my knowledge, the proposed trade(s) listed above does not violate the trading restrictions of Section 16 of the Securities Exchange Act of 1934, as amended, or Rule 144 under the Securities Act of 1933, as amended (which is applicable to restricted or unregistered securities only), and (iii) I am not purchasing any securities of the Company on margin in contravention of the Company’s Insider Trading Policy. I understand that, if I trade while possessing such information or in violation of such trading restrictions, I may be subject to severe civil and/or criminal penalties and may be subject to discipline by the Company including termination and damages.
Insider's SignatureDate
AMENDED: May 24, 2022
    

EXHIBIT 21.1
SUBSIDIARIES OF THE REGISTRANT
 
Name of Entity  State/Country of Organization
3-102-937085 Sociedad de Responsabilidad LimitadaCosta Rica
Insulet Asia (Singapore) Pte. Ltd.Singapore
Insulet Austria GmbHAustria
Insulet Australia Pty LtdAustralia
Insulet Canada Corporation  Canada
Insulet Consulting (Shenzhen) Co., Ltd.  China
Insulet France SAS  France
Insulet Germany GmbHGermany
Insulet Guadalajara, S. de R.L. de C.V.Mexico
Insulet International Holdings Ltd.United Kingdom
Insulet International Ltd.United Kingdom
Insulet MA Securities CorporationMassachusetts
Insulet Malaysia Sdn. Bhd.Malaysia
Insulet Mexico Investments LLCDelaware
Insulet Mexico, S. de R.L. de C.V.Mexico
Insulet Netherlands B.V.Netherlands
Insulet Netherlands Holdings B.V.Netherlands
Insulet Portugal, Unipessoal LdaPortugal
Insulet Realty Holdings LLCDelaware
Insulet Singapore Private LimitedSingapore
Insulet Spain S.L.Spain
Insulet Switzerland GmbHSwitzerland
Sub-Q Solutions, Inc.Delaware




EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated February 18, 2026, with respect to the consolidated financial statements and internal control over financial reporting included in the Annual Report of Insulet Corporation on Form 10-K for the year ended December 31, 2025. We consent to the incorporation by reference of said report in the Registration Statements of Insulet Corporation on Forms S-8 (File No. 333-287513, 333-275271, 333-231860, 333-144636, 333-153176, 333-183166, 333-218125, 333-208193 and 333-287513).

/s/ GRANT THORNTON LLP

Boston, Massachusetts
February 18, 2026


EXHIBIT 31.1

CERTIFICATION
I, Ashley A. McEvoy, certify that:    
1.I have reviewed this Annual Report on Form 10-K of Insulet Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
/s/ Ashley A. McEvoy
Ashley A. McEvoy
Chief Executive Officer
Date:February 18, 2026

EXHIBIT 31.2
CERTIFICATION
I, Flavia H. Pease, certify that:
1.I have reviewed this Annual Report on Form 10-K of Insulet Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
/s/ Flavia H. Pease
Flavia H. Pease
Chief Financial Officer, Executive Vice President
Date:February 18, 2026

EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of Insulet Corporation, a Delaware corporation (the “Company”), does hereby certify with respect to the Annual Report of the Company on Form 10-K for the fiscal year ended December 31, 2025, as filed with the Securities and Exchange Commission (the “Report”) that, to their knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
/s/ Ashley A. McEvoy
Ashley A. McEvoy
Chief Executive Officer
Date:February 18, 2026
/s/ Flavia H. Pease
Flavia H. Pease
Chief Financial Officer, Executive Vice President
Date:February 18, 2026