Insulet Corporation
Could not find a ticker for this position, may be a filing error
A maker of the Omnipod, a tubeless, wearable insulin pump worn on the skin that lets people with diabetes manage their insulin without daily injections or tubing. The company was founded in 2000 after co-founder John Brooks' young son was diagnosed with type 1 diabetes, and its name blends "insulin" and "let." Legend has it Brooks first sketched the device's design on a napkin aboard an airplane.
1.25% Convertible Senior Notes due 2021
10-Q · Quarter ended Jun 30, 2026 · SEC filing ↗
The original filing sections are available below.
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 quarterly report. The following discussion may contain forward-looking…
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 quarterly 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” in both our Annual Report on Form 10-K for the year ended December 31, 2025 and in this quarterly report. 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 continuous glucose monitors (“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 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. In June 2026, we expanded compatibility with Abbott’s Freestyle Libre 3 Plus sensor (“Libre 3 Plus”) in the United States and announced the U.S. rollout of Omnipod 5 algorithm enhancements, including a lower 100mg/dL target glucose set point. 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. Our financial objective is to sustain profitable growth. To achieve this, we continue to roll out Omnipod 5 in additional countries. In February 2026, we launched Omnipod 5 and Omnipod DiscoverTM in five counties in the Middle East, and in July 2026, we launched Omnipod 5 and Omnipod DiscoverTM in Spain. Additionally, we are working on further building our international teams and advancing our regulatory, reimbursement, and market development efforts so we can bring Omnipod 5 to more international markets. In the U.S., we sell our products through the pharmacy channel, which expands access by improving affordability, as no upfront investment is required. We also continue to increase awareness of Omnipod products through our direct-to-consumer advertising programs. We are also focused on 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 developing Omnipod 6, our next generation AID product. We also advanced development of our fully closed-loop AID system for people with type 2 diabetes, including enrolling the first participant in our EVOLVE pivotal study to support a planned 510(k) submission in 2027. Finally, we continue to take steps to strengthen our global manufacturing capabilities, which includes investing in a new manufacturing plant in Costa Rica to support our continued growth. Results of Operations 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. 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 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. During the six months ended June 30, 2026, we issued two voluntary medical device corrections (“the MDCs”), one in March and the other in May related to separate manufacturing issues that caused a tear in the cannula of certain Omnipod products. During the three and six months ended June 30, 2026, we recorded a net charge associated with the MDCs of $29.3 million and $41.0 million, respectively. We estimate the MDCs and related costs will be in the range of $60 million to $70 million, most of which we expect to incur in 2026, with the remainder expected to be incurred in 2027. The costs to be incurred in 2027 relate to incremental manual quality inspections expected to be performed until automated inspection systems are implemented. 19 Table of Contents Revenue Three Months Ended June 30, (dollars in millions) 2026 2025 Percent Change Currency Impact Constant Currency(1) U.S. $ 544.1 $ 453.2 20.1 % — % 20.1 % International 251.8 185.8 35.5 % 2.7 % 32.9 % Total Omnipod Products 795.9 639.0 24.6 % 0.8 % 23.8 % Drug Delivery 5.8 10.2 (43.1) % — % (43.1) % Total $ 801.7 $ 649.1 23.5 % 0.8 % 22.7 % Six Months Ended June 30, (dollars in millions) 2026 2025 Percent Change Currency Impact Constant Currency(1) U.S. $ 1,059.7 $ 854.9 24.0 % — % 24.0 % International 494.6 338.1 46.3 % 7.9 % 38.4 % Total Omnipod Products 1,554.3 1,193.0 30.3 % 2.2 % 28.1 % Drug Delivery 9.1 25.1 (63.8) % — % (63.8) % Total $ 1,563.4 $ 1,218.1 28.4 % 2.2 % 26.2 % (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 for the three months ended June 30, 2026 increased $152.6 million, or 23.5%, to $801.7 million, compared with $649.1 million for the three months ended June 30, 2025. Total revenue for the six months ended June 30, 2026 increased $345.3 million, or 28.4%, to $1.6 billion, compared with $1.2 billion for the six months ended June 30, 2025. Constant currency revenue growth of 22.7% and 26.2% for the three and six months ended June 30, 2026, respectively, 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 $91.0 million, or 20.1%, to $544.1 million for the three months ended June 30, 2026, compared with $453.2 million for the three months ended June 30, 2025. Revenue from the sale of Omnipod products in the U.S. increased $204.8 million, or 24.0%, to $1,059.7 million for the six months ended June 30, 2026, compared with $854.9 million for the six months ended June 30, 2025. The increases for both the three and six months ended June 30, 2026 primarily resulted from higher sales volume driven by growing our customer base. As discussed in note 1 to our consolidated financial statements, revenue from the sale of Omnipod products in the U.S. included $178.6 million and $327.1 million of sales to a related party for the three and six months ended June 30, 2025, respectively. For full year 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 $66.0 million, or 35.5%, to $251.8 million for the three months ended June 30, 2026, compared with $185.8 million for the three months ended June 30, 2025. Excluding the 2.7% favorable impact of currency exchange, the remaining 32.9% increase in revenue was primarily due to higher volumes from our growing customer base, and to a lesser extent, a higher average selling price for Omnipod 5, compared with Omnipod DASH. Revenue from the sale of Omnipod products in our international markets increased $156.5 million, or 46.3%, to $494.6 million for the six months ended June 30, 2026, compared with $338.1 million for the six months ended June 30, 2025. Excluding the 7.9% favorable impact of currency exchange, the remaining 38.4% increase in revenue was primarily due to higher volumes from our growing customer base, and to a lesser extent, a higher average selling price for Omnipod 5, compared with Omnipod DASH. For full year 2026, we expect higher International Omnipod revenue due to continued volume growth driven by new customers and higher price resulting from conversions to Omnipod 5. 20 Table of Contents 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 $5.8 million and $10.2 million for the three months ended June 30, 2026 and 2025, respectively, and $9.1 million and $25.1 million for the six months ended June 30, 2026 and 2025, respectively. The $4.4 million and $16.0 million decreases for the three and six months ended June 30, 2026, respectively, were driven by lower order volumes from our partner. Costs and Expenses Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 (dollars in millions) Amount Percent of Revenue Amount Percent of Revenue Amount Percent of Revenue Amount Percent of Revenue Cost of revenue $ 239.1 29.8 % $ 196.9 30.3 % $ 471.8 30.2 % $ 356.8 29.3 % Research and development expenses $ 88.1 11.0 % $ 73.4 11.3 % $ 177.8 11.4 % $ 133.0 10.9 % Selling, general and administrative expenses $ 344.8 43.0 % $ 257.7 39.7 % $ 662.1 42.3 % $ 518.4 42.6 % Cost of Revenue Cost of revenue for the three months ended June 30, 2026 increased $42.3 million, or 21.5%, to $239.1 million, compared with $196.9 million for the three months ended June 30, 2025. Gross margin was 70.2% for the three months ended June 30, 2026, compared with 69.7% for the three months ended June 30, 2025. The 50 basis point increase in gross margin was primarily driven by improved manufacturing efficiencies and, to a lesser extent, increased volumes from our growing customer base. These increases in gross margin were partially offset by higher warranty costs resulting from the voluntary medical device correction issued in May 2026 discussed under “Factors Affecting Operating Results.” Cost of revenue for the six months ended June 30, 2026 increased $115.0 million, or 32.2%, to $471.8 million, compared with $356.8 million for the six months ended June 30, 2025. Gross margin was 69.8% for the six months ended June 30, 2026, compared with 70.7% for the six months ended June 30, 2025. The 90 basis point decrease in gross margin was primarily driven by higher warranty costs resulting from the voluntary medical device corrections discussed under “Factors Affecting Operating Results” and, to a lesser extent, an increase in inventory excess and obsolescence reserve as we transition to our new Pod configurations. These decreases in gross margin were partially offset by improved manufacturing efficiencies and a higher average selling price. We do not expect tariffs to have a significant impact on our gross margin in 2026; however, the elimination of the current exemption for certain medical devices would have a material impact on our results of operations in future years. Research and Development Expenses Research and development expenses for the three months ended June 30, 2026 increased $14.7 million, or 20.0%, to $88.1 million, compared with $73.4 million for the three months ended June 30, 2025. Research and development expenses as a percent of revenue was 11.0% and 11.3% for the three months ended June 30, 2026 and 2025, respectively. Research and development expenses for the six months ended June 30, 2026 increased $44.8 million, or 33.7%, to $177.8 million, compared with $133.0 million for the six months ended June 30, 2025. Research and development expenses as a percent of revenue was 11.4% and 10.9% for the six months ended June 30, 2026 and 2025, respectively. The increase in research and development expenses in both the three and six months ended June 30, 2026 were primarily due to continued investment in our Omnipod and pipeline products, including Omnipod 6, our next generation AID system, and a fully closed-loop AID system for type 2 diabetes. Selling, General and Administrative Expenses Selling, general and administrative expenses for the three months ended June 30, 2026 increased $87.1 million, or 33.8%, to $344.8 million, compared with $257.7 million for the three months ended June 30, 2025. Selling, general and administrative expenses for the six months ended June 30, 2026 increased $143.6 million, or 27.7%, to $662.1 million, compared with $518.4 million for the six months ended June 30, 2025.The increases in selling, general and administrative expenses for both the three and six months ended June 30, 2026 were primarily attributable to year-over-year headcount additions across our commercial, regulatory and quality assurance, and customer experience teams, as well as increased investments in market development initiatives, to strengthen our commercial capabilities and support future growth opportunities. The increases were also driven by the reversal of stock-based compensation expense associated with the forfeiture of equity awards due to the departure of our former Chief Executive Officer in the prior year, and to a lesser extent, higher direct-to-consumer advertising spend and consulting costs. 21 Table of Contents Non-Operating Items Interest Expense and Income Interest expense decreased $6.1 million to $13.5 million for the three months ended June 30, 2026, compared with $19.6 million for the three months ended June 30, 2025 primarily due to Term Loan B refinancing fees in prior year which did not recur in the current year. Interest expense of $28.2 million for the six months ended June 30, 2026 was level with interest expense for the six months ended June 30, 2025 as the lack of refinancing fees was offset by higher expense resulting from the issuance of 6.5% senior unsecured notes in March 2025 and the renewal of interest rate swaps at higher rates in April 2025. Interest income decreased $6.5 million to $3.6 million for the three months ended June 30, 2026, compared with $10.1 million for the three months ended June 30, 2025. Interest income decreased $11.8 million to $8.5 million for the six months ended June 30, 2026, compared with $20.3 million for the six months ended June 30, 2025. The decreases in interest income for both the three and six months ended June 30, 2026 were driven by lower average cash balances and, to a lesser extent, lower average interest rates. We expect net interest expense for the full year 2026 to increase to approximately $40 million, primarily due to lower interest income. Loss on Extinguishment of Debt During three months ended June 30, 2025, we repurchased $294.7 million in principal ($293.1 million net of issuance costs) of Convertible Senior Notes for $377.6 million in cash, which resulted in a $84.4 million loss on extinguishment. We repurchased $419.9 million in principal ($417.6 million net of issuance costs) of Convertible Senior Notes for $541.5 million in cash during six months ended June 30, 2025, which resulted in a $123.9 million loss on extinguishment. Income Tax Expense Our effective tax rate was 20.0% and 19.7% for the three and six months ended June 30, 2026, respectively, compared with 20.8% and 24.3% for the three and six months ended June 30, 2025, respectively. The decreases in the effective tax rate in both periods were primarily due to non-deductible charges from the extinguishment of convertible debt in the prior year, as well as changes in the jurisdictional profit mix. 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”). Certain jurisdictions in which we operate, including the Netherlands and the United Kingdom, enacted legislation implementing aspects of Pillar Two during 2025. In January 2026, the OECD issued additional administrative guidance introducing a “side-by-side” framework applicable to U.S.-parented multinational groups, which is expected to reduce the extent to which certain Pillar Two charging provisions, including the Income Inclusion Rule and the Undertaxed Profits Rule, apply. Notwithstanding this guidance, we remain subject to Qualified Domestic Minimum Top-Up Taxes enacted by certain jurisdictions. We expect ongoing legislative developments and additional administrative guidance related to Pillar Two throughout 2026. Pillar Two did not have a material impact on our consolidated financial statements for the three and six months ended June 30, 2026; however, we continue to monitor developments and evaluate the potential impact of this legislation on future periods. During 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States. The OBBBA includes the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, changes to the international tax framework, and the restoration of favorable tax treatment for certain business provisions. The legislation includes multiple effective dates for various provisions through 2027. Our effective tax rate for 2026 is affected by changes to the allocation of research and development expenses for purposes of the Foreign-Derived Deduction-Eligible Income (“FDDEI”), as well as other international tax reforms enacted under OBBBA. The effects of the legislation were not material to our consolidated financial statements for the three and six months ended June 30, 2026. 22 Table of Contents 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”): Three Months Ended June 30, Six Months Ended June 30, (in millions) 2026 2025 2026 2025 Net income $ 95.0 $ 22.5 $ 186.1 $ 57.9 Interest expense, net 9.9 9.5 19.6 8.5 Income tax expense 23.7 5.9 45.6 18.6 Depreciation and amortization 26.7 22.3 52.9 44.0 Stock-based compensation expense(1) 19.7 7.5 40.9 25.7 Voluntary MDCs and related costs(2) 25.0 — 36.7 — CFO and CEO transitions(3) (0.2) 5.4 (0.5) 5.4 Loss on extinguishment of debt(4) — 84.4 — 123.9 Loss on investments(5) — — — 7.5 Adjusted EBITDA $ 199.8 $ 157.5 $ 381.5 $ 291.5 (1) Amounts for the three and six months ended June 30, 2025 include $10.8 million reversal of stock-based compensation expense associated with the departure of the Company’s former Chief Executive Officer (CEO). (2) Represents estimated warranty and related costs associated with the voluntary MDCs. Refer to “Factors Affecting Operating Results” for additional information. (3) Amounts for the three and six months ended June 30, 2026 represent adjustments to the severance benefits for the Company’s former Chief Financial Officer (CFO). The amounts for the three and six months ended June 30, 2025 represent the severance benefits for the Company’s former CEO. (4) Relates to the repurchase of convertible debt. (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), income tax expense (benefit), depreciation and amortization, stock-based compensation expense and other significant transactions or events, such as legal settlements, gains (losses) on 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. 23 Table of Contents 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. Summary of Cash Flows Six Months Ended June 30, (in millions) 2026 2025 Cash provided by (used in): Operating activities $ 202.2 $ 260.3 Investing activities (65.1) (38.9) Financing activities (315.9) (65.8) Effect of exchange rate changes on cash and cash equivalents (2.4) 12.7 Net (decrease) and increase in cash and cash equivalents $ (181.2) $ 168.2 Operating Activities Net cash provided by operating activities of $202.2 million for the six months ended June 30, 2026 was primarily attributable to net income, as adjusted for depreciation and amortization, stock-based compensation expense, and deferred income taxes, partially offset by a $94.5 million working capital outflow. The working capital outflow was driven by a $76.9 million increase in accounts receivable, a $34.9 million increase in inventories, and a $28.1 million increase in prepaid expenses and other assets, partially offset by a $39.9 million increase in accounts payable. The increase in accounts receivable was primarily driven by the timing of distributor orders in the United States. The increase in inventories was primarily driven by a planned inventory build to satisfy our growing demand. The increase in prepaid expenses and other assets was primarily driven by receivables from our contract manufacturer. The increase in accounts payable was primarily due to the timing of payments. Investing Activities Net cash used in investing activities was $65.1 million for the six months ended June 30, 2026, compared with $38.9 million for the six months ended June 30, 2025. Capital Spending—Capital expenditures were $56.8 million for the six months ended June 30, 2026, compared with $30.9 million for the six months ended June 30, 2025. The $25.9 million increase primarily related to the purchase of machinery, equipment and tooling for our existing manufacturing facilities and initial investment in our Costa Rica manufacturing plant. We expect capital expenditures for 2026 to increase compared with 2025 to support our continued global manufacturing expansion plans. We expect to fund our capital expenditures using existing cash and financing. Financing Activities Net cash used in financing activities was $315.9 million for the six months ended June 30, 2026, compared with net cash used in financing activities of $65.8 million for the six months ended June 30, 2025. Debt Issuance and Repayments—During the six months ended June 30, 2026, we repaid $9.1 million of debt, compared with payments of $26.4 million during the six months ended June 30, 2025. Additionally, during the six months ended June 30, 2025, we received net proceeds of $440.7 million from the issuance of Senior Unsecured Notes and used the proceeds along with proceeds of $75.7 million from the unwinding the related capped call options to partially fund the $541.5 million repurchase of a portion of our Convertible Senior Notes. During the six months ended June 30, 2025, we also received proceeds of $15.5 million from the refinancing of Term Loan B. Proceeds and Repayments from Secured Borrowing—During the six months ended June 30, 2025, we received $36.1 million of cash advances from a third-party to whom we outsourced our insurance claim submissions process in a certain country and repaid $32.6 million of cash advances. Proceeds from Option Exercises—Proceeds from option exercises were $0.5 million and $12.6 million for the six months ended June 30, 2026 and 2025, respectively. The $12.1 million decrease was primarily driven by fewer option exercises resulting from our lower stock price, and to a lesser extent, option exercises by a former executive in the prior year. Payment of Taxes for Restricted Stock Net Settlements—Payments for taxes related to net restricted and performance stock unit settlements were $16.2 million and $22.9 million for the six months ended June 30, 2026 and 2025, respectively. The $6.7 million decrease was primarily driven by tax payments related to the vesting of performance and restricted stock units for a former executive in the prior year. 24 Table of Contents Repurchase of Common Stock—During the six months ended June 30, 2026 and 2025, we repurchased common stock for an aggregate purchase price of $300.0 million and $30.1 million, respectively. Repurchases during the six months ended June 30, 2026 were made pursuant to accelerated share repurchase agreements discussed under “Capitalization—Share Repurchase Program.” Free Cash Flow Free cash flow was $145.4 million for the six months ended June 30, 2026, compared with $229.4 million for the six months ended June 30, 2025. The $83.9 million decrease in free cash flow primarily resulted from an increase in working capital outflow and an increase in capital expenditures, partially offset by an increase in operating income as adjusted for depreciation, amortization, and stock-based compensation expense. 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: Six Months Ended June 30, (in millions) 2026 2025 Net cash provided by operating activities $ 202.2 $ 260.3 Capital expenditures (56.8) (30.9) Free cash flow $ 145.4 $ 229.4 Capitalization The following table contains several key measures to gauge our financial condition and liquidity at the end of each period: (in millions) June 30, 2026 December 31, 2025 Cash and cash equivalents $ 534.9 $ 716.1 Current portion of long-term debt $ 18.9 $ 18.4 Long-term debt, net $ 929.5 $ 930.8 Total debt, net $ 948.4 $ 949.2 Total stockholders’ equity $ 1,422.2 $ 1,515.2 Debt-to-total capital ratio 40 % 39 % Net debt-to-total capital ratio 17 % 9 % Credit Agreement We have a $500 million senior secured revolving credit facility (the “Revolving Credit Facility”), which expires in 2030. At June 30, 2026, 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 are considered 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 senior unsecured notes 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 February 2026, the Board of Directors extended our $125 million share repurchase program to December 31, 2027 and approved an additional $350 million in repurchases of common stock. Additionally, in February 2026, we entered into accelerated share repurchase agreements (“ASRs”) to repurchase $300 million of our common stock, which were completed by March 31, 2026. During the six months ended June 30, 2026, we repurchased approximately 1.25 million shares of common stock. Commitments and Contingencies Contractual Obligations In 2026, we entered into a purchase agreement with NXP USA, Inc. pursuant to which we are committed to purchasing semi-conductor chips for approximately $77.4 million as of June 30, 2026. 25 Table of Contents Critical Accounting Policies and Estimates The preparation of our consolidated financial statements in conformity with GAAP requires management to use judgment in making estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Our accounting policies for pharmacy rebates and income taxes are based on, among other things, judgments and assumptions made by management that include inherent risks and uncertainties. There have been no significant changes to the above critical accounting policies or in the underlying accounting assumptions and estimates used in such policies from those disclosed in our annual consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2025. Accounting Standards Issued and Not Yet Adopted Information regarding accounting standards that have been issued but not yet adopted is provided in note 1 to the condensed consolidated financial statements. FORWARD-LOOKING STATEMENTS This quarterly report on Form 10-Q contains forward-looking statements. Forward-looking statements relate to future events or our future financial performance. We generally identify forward looking statements by terminology 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. These statements are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, results of operations, and financial condition. The outcomes of the events described in these forward-looking statements are subject to risks, uncertainties, and assumptions. These risks and uncertainties include, but are not limited to: •international regulatory, commercial and logistics business risks, including any expansion of tariffs; •our dependence on a principal product platform; •the impact of competitive products, technological change, and product innovation; •our ability to maintain an effective sales force and expand our distribution network; •our ability to maintain and grow our customer base, including through expansion to additional international markets; •our ability to scale the business to support revenue growth; •our ability to secure and retain adequate coverage or reimbursement from third-party payors; •the impact of healthcare reform laws; •our ability to design, develop, manufacture, and commercialize future products; •unfavorable results of clinical studies, including issues with third parties conducting any studies, or future publication of articles or announcement of endorsements by diabetes associations or other organizations that are unfavorable; •our ability to protect our intellectual property and other proprietary rights; •potential conflicts with the intellectual property of third parties; •our inability to maintain or enter into new license or other agreements with respect to continuous glucose monitors, data management systems, or other rights necessary to sell our current product and/or commercialize future products; •worldwide macroeconomic and geopolitical uncertainty, including the war with Iran as well as risks associated with any future pandemic, including supply chain disruptions; •the potential violation of anti-bribery/anti-corruption laws; •the concentration of manufacturing operations and storage of inventory in a limited number of locations; •the regulatory requirements and overall complexity in manufacturing our product and challenges associated with starting new manufacturing lines; •supply problems or price fluctuations with sole source or third-party suppliers on which we are dependent; •failure to retain key suppliers; •challenges to the future development of our non-insulin drug delivery product line; •our failure or that of our contract manufacturer or component suppliers to comply with the U.S. Food and Drug Administration’s quality system regulations, our or our contract manufacturer's ability to successfully implement quality inspection systems, or other manufacturing difficulties; 26 Table of Contents •extensive government regulation applicable to medical devices, as well as complex and evolving privacy, data protection and artificial intelligence laws; •adverse regulatory or legal actions relating to current or future Omnipod products; •potential adverse impacts resulting from a recall, or discovery of product safety issues, including potential adverse impacts relating to our recent medical device corrections; •breaches or failures of our product or information technology systems, including by cyberattack; •our ability to maintain the privacy and security of Company and third-party information; •our ability to attract, motivate, and retain key personnel; •risks associated with potential future acquisitions or investments in new businesses; •our ability to raise additional funds on acceptable terms or at all; •restrictions imposed by our Credit Agreement; and •changes in tax laws or exposure to significant tax liabilities. The risk factors discussed in “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 and in this Quarterly Report could cause our results to differ materially from those expressed in forward-looking statements. In addition, there may be other risks and uncertainties that we are unable to predict at this time or that we currently do not expect to have a material adverse effect on our business. Actual results could differ materially from those projected in the forward-looking statements; accordingly, you should not rely upon forward-looking statements as predictions of future events. We expressly disclaim any obligation to update these forward-looking statements other than as required by law.
There were no material changes to our quantitative and qualitative disclosures about market risk during the six months ended June 30, 2026. Refer to “Part II. Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the year ende…
There were no material changes to our quantitative and qualitative disclosures about market risk during the six months ended June 30, 2026. Refer to “Part II. Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the year ended December 31, 2025 for a discussion of our interest rate and foreign currency exchange risks.
Read original filing text →Information regarding our material pending legal proceedings, if any, is provided in note 11 to the condensed consolidated financial statements in this Form 10-Q and incorporated herein by reference.
Information regarding our material pending legal proceedings, if any, is provided in note 11 to the condensed consolidated financial statements in this Form 10-Q and incorporated herein by reference.
Read original filing text →Refer to the “Risks Factors” section in our Annual Report on Form 10-K for the year ended December 31, 2025 for a discussion of risks to which our business, financial condition, results of operations, and cash flows are subject. There have been no material changes to the risk fa…
Refer to the “Risks Factors” section in our Annual Report on Form 10-K for the year ended December 31, 2025 for a discussion of risks to which our business, financial condition, results of operations, and cash flows are subject. There have been no material changes to the risk factors disclosed in the aforementioned Annual Report.
Read original filing text →