Insperity (NSP) CFO earns 463-share LTIP performance award

Rhea-AI Filing Summary

Insperity, Inc. executive James D. Allison reported the conversion of performance-based equity awards into common stock. On the reported date, he exercised 463 phantom stock performance units, which each represent a contingent right to one share, and acquired 463 shares of Insperity common stock at no cost.

The phantom units were granted in 2023 under Insperity’s Long-Term Incentive Program and vest over a three-year performance period. The compensation committee certified that final performance goals were met, and the related common shares will be settled no later than March 15, 2026. The filing notes that additional shares tied to dividend-equivalent rights will also be settled in stock based on the fair market value immediately before the final settlement date.

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^*

ALLISON JAMES D

(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)
	EVP, Finance, CFO & Treasurer

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		463(2)	A	$0	64,980	D

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			463(2)	(4)	(4)	Common Stock	463	$0	1,605	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
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FAQ

What did Insperity (NSP) report in this Form 4 for James D. Allison?

The Form 4 shows that James D. Allison, Insperity’s EVP, Finance, CFO & Treasurer, exercised 463 phantom stock performance units, resulting in an award of 463 shares of common stock at no cost, tied to a three-year performance period.

How many Insperity (NSP) shares did James D. Allison acquire in this transaction?

James D. Allison acquired 463 shares of Insperity common stock through the exercise of phantom stock performance units. Each unit converts into one share under the company’s Long-Term Incentive Program, following certification that performance goals for the award cycle were achieved.

What are the phantom stock performance units mentioned in Insperity (NSP) CFO’s Form 4?

The phantom stock performance units are contingent rights to receive Insperity common shares. Under the 2012 Incentive Plan and Long-Term Incentive Program, each unit converts into one share after a three-year performance period, once all performance goals are certified as achieved.

When will the Insperity (NSP) performance-based shares for James D. Allison be settled?

The shares related to this award will be settled no later than March 15, 2026. Settlement occurs after the compensation committee certifies final performance results for the three-year award cycle tied to the phantom stock performance units granted in 2023.

Does the Insperity (NSP) Form 4 include shares from dividend-equivalent rights?

The reported number of 463 shares does not include additional shares from dividend-equivalent rights. Those dividend rights will be settled in additional shares of common stock, with value based on the fair market price before the final settlement date.

Under which plan were the Insperity (NSP) phantom stock units for James D. Allison granted?

The phantom stock performance units were granted under the Insperity, Inc. 2012 Incentive Plan as part of the company’s Long-Term Incentive Program. They use a three-year performance period, with vesting and conversion dependent on achieving certified performance goals.