Item 3.02 Unregistered Sales of Equity Securities.

Insulet Corporation (the "Company" or "Insulet") previously entered into separate and privately negotiated agreements with certain holders (the "Holders") of the Company's outstanding 1.375% Convertible Senior Notes due 2024 (the "Notes") pursuant to which the Company agreed to repurchase $370,374,000 aggregate principal amount of the Notes (each such transaction, a "Note Repurchase Transaction") for consideration negotiated separately and privately with each Holder comprised of cash and/or common stock of the Company, par value $0.001 per share ("Common Stock"). The Note Repurchase Transactions closed on June 15, 2021 pursuant to separate and privately negotiated agreements with the Holders, and in connection therewith, the Company paid approximately $459.7 million in cash and delivered 2,241,847 shares of Common Stock (the "Exchange Shares") in the aggregate for all such Note Repurchase Transactions. The Exchange Shares were issued pursuant to exemptions from registration under the Securities Act of 1933, as amended (the "Securities Act"), including Section 3(a)(9) of the Securities Act.

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall it constitute an offer to sell, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. These securities have not been registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States or to U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws.


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