INSPERITY, INC. — Director's Dealing 2025

Mar 4, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INSPERITY, INC. (NSP)
CIK: 0001000753
Period of Report: 2025-02-07

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-02-07	Common Stock	M	21678	—	Acquired	483262	Direct
2025-02-28	Common Stock	A	1016	—	Acquired	459278	Direct
2025-02-28	Common Stock	F	8336	$87.94	Disposed	450942	Direct
2025-02-28	Common Stock	A	28845	—	Acquired	479787	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-02-07	Phantom Stock Performance Units (Stock Settled)	$	M	21678	Disposed		Common Stock (21678)	Direct
2025-02-07	Phantom Stock Performance Units (Stock Settled)	$	A	14219	Acquired		Common Stock (14219)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	862912	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 2022. These shares of Insperity, Inc. common stock ("Common Stock") will be settled no later than March 15, 2025.

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: The number of shares represents the dividend rights that were settled in shares of Common Stock based on the fair market value of the Common Stock on the dividend payable dates. Fractional amounts have been rounded to the nearest whole number.

F4: Balance reflects shares of Common Stock that the Reporting Person sold on February 11, 2025, which he reported on a Form 4 filed on February 13, 2025.

F5: Payment of tax liability by withholding securities incident to the vesting of a restricted stock unit award.

F6: Award of restricted stock units pursuant to the Insperity, Inc. Incentive Plan, as amended and restated. Units vest in annual increments of one-third beginning on the first anniversary of the award. Each restricted stock unit represents a right to receive one share of Common Stock upon vesting.

F7: 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 or the Insperity, Inc. Incentive Plan based on a three-year performance period award cycle.

F8: 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.

F9: These three-year performance period awards were granted in 2024. The Compensation Committee certified the achievement of the performance conditions related to 2024 performance on this date.

F10: The number of shares does not include additional shares related to the dividend rights that will be settled in shares of Common Stock after the certification of the final performance conditions. The dividend rights are converted into shares based on the closing price on the dividend payment date for each declared dividend.