INSPERITY, INC. — Director's Dealing 2023

Feb 25, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INSPERITY, INC. (NSP)
CIK: 0001000753
Period of Report: 2023-02-22

Reporting Person: SARVADI PAUL J (Director, Chairman of the Board & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-22	Common Stock	M	60274	—	Acquired	562257	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-02-22	Phantom Stock Performance Units (Stock Settled)	$	A	18963	Acquired		Common Stock (18963)	Direct
2023-02-22	Phantom Stock Performance Units (Stock Settled)	$	A	17153	Acquired		Common Stock (17153)	Direct
2023-02-22	Phantom Stock Performance Units (Stock Settled)	$	A	19234	Acquired		Common Stock (19234)	Direct
2023-02-22	Phantom Stock Performance Units (Stock Settled)	$	A	21678	Acquired		Common Stock (21678)	Direct
2023-02-22	Phantom Stock Performance Units (Stock Settled)	$	M	60274	Disposed		Common Stock (60274)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	947612	Indirect

Footnotes

F1: On this date, the Compensation Committee certified the achievement of the final performance conditions for these three-year performance period awards granted in 2020. These shares of Insperity, Inc. common stock ("Common Stock") will be settled as soon as practicable.

F2: The number of shares does not include additional shares related to the cash value of dividend rights that will be settled in shares of Common Stock. The value of these dividend rights will be based on the fair market value of the Common Stock on the trading day immediately preceding the final settlement date following the certification of the final performance conditions.

F3: Each phantom stock performance unit represents a contingent right to receive one share of Common Stock pursuant to the terms of the Long-Term Incentive Program (the "LTIP") awards issued under the Insperity, Inc. 2012 Incentive Plan based on a three-year performance period award cycle.

F4: These three-year performance period awards were granted in 2020. The Compensation Committee certified the achievement of the performance conditions related to 2022 performance on this date. No further performance periods remain for this grant.

F5: These phantom stock performance units vest at the end of the three-year award cycle period following certification in accordance with the LTIP of the achievement of all performance goals for the performance periods applicable to such award.

F6: These three-year performance period awards were granted in 2020. The Compensation Committee certified the achievement of the relative total shareholder return performance of Insperity's Common Stock against the performance of Insperity's 2020 compensation peer group of companies on this date. No further performance periods remain for this grant.

F7: These three-year performance period awards were granted in 2021. The Compensation Committee certified the achievement of the performance conditions related to 2022 performance on this date.

F8: These three-year performance period awards were granted in 2022. The Compensation Committee certified the achievement of the performance conditions related to 2022 performance on this date.