Insperity (NSP) COO Arthur Arizpe exercises 961 phantom stock units

Rhea-AI Filing Summary

Insperity, Inc. President and COO Arthur A. Arizpe reported the exercise and conversion of 961 phantom stock performance units into an equivalent number of shares of Insperity common stock at a price of $0.00 per share. These units are part of three-year performance awards granted in 2023, for which the compensation committee has certified that the final performance conditions were achieved. Following this transaction, Arizpe directly holds 84,058 shares of common stock and 3,387 phantom stock performance units, and is also reported as indirectly beneficially owning 102,558 shares held by S.C.A. Legacy, Ltd., which is controlled by Arizpe Management, LLC.

Insider Trade Summary

961 shares exercised/converted

Mixed 3 txns

Insider ARIZPE ARTHUR A

Role President and COO

Type	Security	Shares	Price	Value
Exercise	Phantom Stock Performance Units (Stock Settled)	961	$0.00	--
Exercise	Common Stock	961	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Phantom Stock Performance Units (Stock Settled) — 3,387 shares (Direct); Common Stock — 84,058 shares (Direct); Common Stock — 102,558 shares (Indirect, By S.C.A Legacy, Ltd.)

Footnotes (1)

1. On this date, the Compensation Committee certified the achievement of the final performance conditions for these three-year performance period awards granted in 2023. These shares of Insperity, Inc. common stock ("Common Stock") will be settled no later than March 15, 2026. 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. These shares are owned directly by S.C.A. Legacy, Ltd., which is controlled by Arizpe Management, LLC. Mr. Arizpe, by virtue of his position as Manager of Arizpe Management, may be deemed to beneficially own these shares. 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. 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.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

ARIZPE ARTHUR A

(Last) (First) (Middle)

19001 CRESCENT SPRINGS DRIVE

(Street)

KINGWOOD TX 77339

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
INSPERITY, INC. [ NSP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and COO

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/17/2026(1)		M		961(2)	A	$0	84,058	D
Common Stock								102,558	I	By S.C.A Legacy, Ltd.(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock Performance Units (Stock Settled)	(4)	02/17/2026(1)		M			961(2)	(5)	(5)	Common Stock	961	$0	3,387	D

Explanation of Responses:

1. On this date, the Compensation Committee certified the achievement of the final performance conditions for these three-year performance period awards granted in 2023. These shares of Insperity, Inc. common stock ("Common Stock") will be settled no later than March 15, 2026.

2. 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.

3. These shares are owned directly by S.C.A. Legacy, Ltd., which is controlled by Arizpe Management, LLC. Mr. Arizpe, by virtue of his position as Manager of Arizpe Management, may be deemed to beneficially own these shares.

4. 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.

5. 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.

	/s/ Christian P. Callens, by Power of Attorney	02/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did NSP executive Arthur Arizpe report on this Form 4?

Arthur A. Arizpe reported exercising and converting 961 phantom stock performance units into 961 shares of Insperity common stock at $0.00 per share, reflecting the settlement of long-term performance-based incentive awards granted under the company’s 2012 Incentive Plan.

How many Insperity (NSP) shares does Arthur Arizpe own directly after this filing?

After the reported transactions, Arthur A. Arizpe directly owns 84,058 shares of Insperity common stock. He also continues to hold 3,387 phantom stock performance units that may settle in additional shares depending on long-term incentive plan performance conditions and future vesting.

What are the phantom stock performance units mentioned in the NSP Form 4?

Each phantom stock performance unit represents a contingent right to receive one share of Insperity common stock. The units are granted under the Long-Term Incentive Program, based on a three-year performance period and vest after performance goals are certified as achieved.

When were the performance conditions for Arthur Arizpe’s NSP awards certified?

The compensation committee certified achievement of the final performance conditions for these three-year performance period awards on February 17, 2026. The resulting Insperity common shares are scheduled to be settled no later than March 15, 2026, following that certification.

Does Arthur Arizpe have indirect ownership of Insperity (NSP) shares?

Yes. The filing shows 102,558 Insperity common shares owned indirectly by S.C.A. Legacy, Ltd. This entity is controlled by Arizpe Management, LLC, and Mr. Arizpe, as its Manager, may be deemed to beneficially own these indirectly held shares.

Are dividend rights included in the 961 NSP shares reported on this Form 4?

The 961 shares do not include additional shares tied to cash-value dividend rights. Those dividend rights will be settled in Insperity common stock based on the fair market value on the trading day immediately before the final settlement date after performance certification.