INSPERITY, INC. 10-Q

Item 5. Other Information Trading Plans During the first quarter of 2025, none of our directors or executive officers adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408 of Regulation S-K). Credit Agreement Amendment On April 28, 2025, we entered into the Seventh Amendment to Amended and Restated Credit Agreement (the “Seventh Amendment”) with Zions Bancorporation, N.A. dba Amegy Bank, as administrative agent, and certain financial institutions, as lenders. The Seventh Amendment is effective as of March 31, 2025 and amends the Company’s existing credit agreement, dated as of February 6, 2018 (as amended), to, among other things, (i) amend the definition of interest coverage ratio to exclude cash distributions, and (ii) subject to certain exceptions, provide that the Company will not declare or pay any distribution if a Special Unmatured Event of Default (as defined in the Seventh Amendment) exists at the time of declaring or paying such distribution or would occur immediately after giving effect to the declaration or payment of such distribution. The foregoing summary is qualified in its entirety by reference to the Seventh Amendment, a copy of which is filed as Exhibit 10.1 to this Form 10-Q and is incorporated in this Item 5 by reference. Insperity | 2025 First Quarter Form 10-Q 34 OTHER INFORMATION Item 6. Exhibits Exhibit No Exhibit 3.1 Amended and Restated Certificate of Incorporation of Insperity, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on May 23, 2024). 10.1 * Seventh Amendment to the Amended and Restated Credit Agreement dated April 28, 2025. 10.2 *(+) Letter Agreement by and between Insperity Holdings, Inc. and United Healthcare Insurance Company entered into as of March 26, 2025. 31.1 * Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 * Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 ** Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 ** Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS * Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH * Inline XBRL Taxonomy Extension Schema Document. 101.CAL * Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF * Inline XBRL Extension Definition Linkbase Document. 101.LAB * Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE * Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (embedded with the Inline XBRL document). ____________________________________ * Filed with this report. ** Furnished with this report. (+) Certain portions of the exhibit have been omitted pursuant to Item 601(b)(10) of Regulation S-K. The omitted information is (i) not material and (ii) the type of information the Company treats as private or confidential. Insperity | 2025 First Quarter Form 10-Q 35 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. INSPERITY, INC. Date: April 29, 2025 By: /s/ James D. Allison James D. Allison Executive Vice President of Finance, Chief Financial Officer & Treasurer (Principal Financial Officer) By: /s/ Sean P. Duffy Sean P. Duffy Senior Vice President of Finance and Accounting (Principal Accounting Officer) Insperity | 2025 First Quarter Form 10-Q 36