Insperity (NSP) CEO converts 4,175 performance units into common stock

Rhea-AI Filing Summary

Insperity, Inc. Chairman and CEO Paul J. Sarvadi exercised 4,175 phantom stock performance units into 4,175 shares of common stock on February 17, 2026, at a stated price of $0.00 per share. His directly held common stock increased to 432,176 shares after this conversion.

The phantom units were part of three-year performance awards granted in 2023 under Insperity’s Long-Term Incentive Program, with final performance conditions certified by the Compensation Committee. Related shares tied to dividend-rights value will be settled separately in common stock. Sarvadi also reports 812,912 shares of common stock held indirectly through a limited partnership.

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

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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^*

SARVADI PAUL J

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman of the Board & CEO

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		4,175(2)	A	$0	432,176	D
Common Stock								812,912	I	By Self, As General Partner of Our Ship Limited Partnership, Ltd.

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)	(3)	02/17/2026(1)		M			4,175(2)	(4)	(4)	Common Stock	4,175	$0	14,219	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. 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.

4. 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.
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FAQ

What did Insperity (NSP) CEO Paul J. Sarvadi report on this Form 4?

Paul J. Sarvadi reported exercising 4,175 phantom stock performance units into 4,175 shares of Insperity common stock. These stock-settled units came from three-year performance awards granted in 2023 under the company’s Long-Term Incentive Program after performance conditions were certified.

How many Insperity (NSP) shares does the CEO own directly after this transaction?

After the transaction, Paul J. Sarvadi directly holds 432,176 shares of Insperity common stock. This reflects the addition of 4,175 shares received from exercising phantom stock performance units, as disclosed in the Form 4 insider trading report filed for the February 17, 2026 transaction date.

What are the phantom stock performance units exercised by Insperity’s CEO?

Each phantom stock performance unit represents a contingent right to receive one Insperity common share. These units were issued under the 2012 Incentive Plan’s Long-Term Incentive Program, based on a three-year performance period, and vest after certification that all applicable performance goals have been achieved.

When will the Insperity performance-based shares be fully settled in stock?

The company states these performance-based awards will be settled in Insperity common stock no later than March 15, 2026. The Compensation Committee has already certified final performance conditions for the three-year period tied to the 2023 grants, triggering the stock-settled nature of the awards.

Are dividend-related shares included in the 4,175 Insperity shares reported?

The 4,175 reported shares do not include additional shares related to dividend rights. Extra shares will be issued based on the cash value of dividend rights, using the fair market value of Insperity common stock on the trading day before the final settlement date.

What indirect Insperity (NSP) ownership does Paul J. Sarvadi report?

Sarvadi reports indirect ownership of 812,912 Insperity common shares. These shares are held "By Self, As General Partner of Our Ship Limited Partnership, Ltd.," indicating they are owned through a partnership structure rather than directly in his personal brokerage or individual account.