SCHEDULE: ValueAct Reduces Insight Enterprises Stake Below 5%

ValueAct Capital Master Fund and related entities have reduced their beneficial ownership in Insight Enterprises, Inc. to 4.7%, triggering the termination of their Schedule 13D filing obligation.

Summary

• The Reporting Persons, including ValueAct Master Fund and its related entities, have ceased to be beneficial owners of more than 5% of Insight Enterprises, Inc.'s Common Stock as of November 26, 2025.
• This reduction in ownership terminates the Reporting Persons' obligation to file a Schedule 13D.
• As of the filing date, the Reporting Persons beneficially own 1,446,739 shares of Common Stock, representing approximately 4.7% of the Issuer's outstanding Common Stock.
• The beneficial ownership percentage is calculated based on 30,979,597 outstanding shares of Common Stock as reported by the Issuer in its Form 10-Q for the fiscal period ended September 30, 2025, as of October 24, 2025.
• ValueAct Master Fund executed sales of a total of 220,000 shares of Common Stock between October 29, 2025, and December 1, 2025.
• The prices for these share sales ranged from $85.00 to $105.09 per share.

Sentiment

Score: 3

Explanation: The reduction of a significant institutional stake by ValueAct, especially with sales occurring during a period of declining stock prices, generally indicates a negative sentiment from a major investor. This could lead to increased market uncertainty regarding the company's future prospects.

Positives

• ValueAct Master Fund realized proceeds from selling shares at prices ranging from $85.00 to $105.09.

Negatives

• A significant institutional investor, ValueAct, has reduced its stake in Insight Enterprises, Inc. below the 5% threshold, potentially signaling a diminished conviction in the company's near-term prospects or a strategic portfolio reallocation.
• The sales occurred over a period where the share price declined from $105.09 to $87.17, indicating selling into a weakening market for the stock.

Risks

• The reduction in a significant institutional investor's stake could lead to decreased investor confidence or increased selling pressure on the stock.
• The market may interpret the divestment by ValueAct as a negative signal regarding the company's future performance or valuation.

Future Outlook

The filing does not contain any forward-looking statements or guidance from Insight Enterprises, Inc. or the reporting persons regarding the company's future performance.

Industry Context

This filing reflects a portfolio adjustment by a prominent activist investor, ValueAct, in the technology solutions and services industry. Such divestments by major institutional holders can sometimes precede or coincide with shifts in industry dynamics or investor sentiment towards specific sectors, though this filing does not provide specific industry-related commentary.

Stakeholder Impact

• Shareholders may experience increased selling pressure or a decline in stock price due to the divestment by a major institutional investor. Investor confidence could be negatively impacted.
• Company Management may face questions regarding the reasons for ValueAct's reduced stake and its implications for the company's strategic direction.

Next Steps

• The Reporting Persons' obligation to file a Schedule 13D has been terminated as of November 26, 2025.

Key Dates

Recommendation

While the reduction of a significant institutional stake by ValueAct is a negative signal, the filing itself does not provide new fundamental information about Insight Enterprises' operational performance or strategic direction. The stock has already seen selling pressure. Investors should hold and monitor future company announcements and market reactions to assess the long-term implications of this divestment rather than making an immediate 'sell' decision based solely on this ownership change.

Keywords

Insight Enterprises, ValueAct, Schedule 13D, SEC filing, beneficial ownership, stock sales, institutional investor, equity stake, 45765U103