What changed in this filing

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Item 1. Business

2026-02-11 compared with 2025-02-11 · 138 added, 118 removed, 349 unchanged (42% of the section changed)

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Our long-term strategy is to provide the best small and medium-sized businesses in the United States with our specialized human resources service offerings and to leverage our buying power and expertise to provide additional valuable services to clients.

Our most comprehensive HR services offerings are provided through our Workforce Optimization ® and Workforce Synchronization TM solutions (together, our “PEO HR Outsourcing Solutions”), which encompass a broad range of human resources functions, including payroll and employment administration, employee benefits, workers’ compensation, government compliance, performance management, and training and development services, along with our cloud-based human capital management platform, our Insperity Premier TM platform.

Workforce Optimization is our most comprehensive HR outsourcing solution and is our primary offering.

Workforce Synchronization, which generally is offered only to our middle market client segment, is a lower cost offering with a typically longer commitment that includes the same compliance and administrative services as Workforce Optimization and allows those clients to select, for an additional fee, from the strategic HR products and services that are included with Workforce Optimization.

In addition to our PEO HR Outsourcing Solutions, we offer a comprehensive traditional payroll and human capital management solution, known as our Workforce Acceleration TM solution.

We also offer a number of other business performance solutions, including Recruiting Services, Employment Screening, Retirement Services, and Insurance Services.

Our comprehensive HR services offerings are provided through our Insperity ® HR 360 solution (formerly Workforce Optimization ® ), our Insperity ® HR 360 Select Edition solution (formerly Workforce Synchronization TM ), and our Insperity ® HR Scale TM solution (together, our “PEO HR Solutions”) which encompass a broad range of HR functions, please read “ Service Offerings — PEO HR Solutions .”

Insperity’s HR 360 solution, our largest source of revenue, is offered to small and medium-sized businesses seeking a comprehensive people strategy.

From payroll and employment administration, employee benefits, workers’ compensation, government compliance, performance management to training and development, our HR 360 solution offers a full range of services empowering clients to achieve a sophisticated HR function.

HR 360 provides access to our web-based human capital management platform, Insperity Premier TM .

HR 360 Select Edition.

Insperity’s HR 360 Select Edition solution, which generally is offered only to our middle market client segment, is a lower cost offering with a typically longer commitment that includes the same compliance and administrative services as HR 360 and allows those clients to select, for an additional fee, from the strategic HR products and services that are included with HR 360.

HR 360 Select Edition provides access to our web-based human capital management platform, Insperity Premier.

Insperity’s HR Scale solution is our newest service offering that we jointly developed through our strategic partnership with Workday, Inc.

Insperity’s HR Scale solution is intended for growing and middle market companies and provides access to the advanced capabilities of Workday Human Capital Management (“HCM”).

Our HR Scale solution, which is priced higher than our HR 360 offering, is designed to combine the HR expertise of our HR 360 solution with the advanced capabilities of Workday HCM, with a focus on affordability, ease and speed of deployment, and agility as companies scale.

Insperity’s HR Scale solution is under development and we expect an initial group of clients to begin using our HR Scale solution in the first quarter of 2026.

2025 Form 10-K

We also offer a comprehensive traditional payroll and human capital management solution, known as Insperity HR Core TM (formerly Workforce Acceleration TM ), which we refer to as our “Traditional HR Solution”.

Please read “ Other P roduct and Services Offerings — Compre hensive Traditional Payroll and Human Capital Management Solution .”

We also offer a number of other business performance solutions, including Talent Acquisition Services, Retirement Services, Insurance Services, Contractor Management, and Perks+.

These other products and services generally are offered only with our other solutions.

Our PEO HR Outsourcing Solutions are designed to improve the productivity and profitability of small and medium-sized businesses.

These solutions relieve business owners and key executives of many employer-related administrative and regulatory burdens, which enable them to focus on the core competencies of their businesses.

Our PEO HR Outsourcing Solutions also promote employee performance through human capital management techniques designed to improve employee engagement and satisfaction.

We enter into a Client Service Agreement (“CSA”) with each of our PEO HR Outsourcing Solutions clients under which we and our client act as co-employers of the employees who work at the client’s worksite, or worksite employees (“WSEEs”).

Please read “ Other Product and Services Offerings .”

Our PEO HR Solutions are designed to improve the productivity and profitability of small and medium-sized businesses.

These solutions relieve business owners and key executives of many employer-related administrative and regulatory burdens, which enables them to focus on the core competencies of their businesses.

Our PEO HR Solutions also promote employee performance through human capital management techniques designed to improve employee engagement and satisfaction.

We enter into a Client Service Agreement (“CSA”) with each of our PEO HR Solutions clients under which we and our client act as co-employers of the employees who work at the client’s worksite, or worksite employees (“WSEEs”).

Under the CSA, we assume responsibility for personnel administration and assist our clients in complying with employment-related governmental regulations, while the client retains the employees’ services in its business and remains the employer for other purposes.

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The comprehensive service fee consists of the payroll of our WSEEs plus an additional amount reflected as a percentage of the payroll cost of the WSEEs.

2024 Form 10-K

We accomplish the objectives of our PEO HR Outsourcing Solutions through a “high-touch/high-tech” approach to service delivery.

In advisory areas, such as recruiting, employee performance management and employee training, we employ a high-touch approach designed to ensure that our clients receive the personal attention and expertise needed to create a customized human resources solution.

We utilize a variety of information technology capabilities to deliver our PEO HR Outsourcing Solutions, including Insperity Premier through which we, along with our clients and WSEEs, manage employee administration, payroll, payroll tax, benefits, retirement solutions and other HR-related information, creating efficiencies for all parties.

We accomplish the objectives of our PEO HR Solutions through a “high-touch/high-tech” approach to service delivery.

We utilize a variety of information technology capabilities to deliver our PEO HR Solutions, including our proprietary Insperity Premier technology as part of our HR 360 solution and our proprietary Workday HCM-based client tenant as part of our HR Scale solution, through which we, along with our clients and WSEEs, manage employee administration, payroll, payroll tax, benefits, retirement solutions and other HR-related information, creating efficiencies for all parties.

As of December 31, 2025, we had 73 physical office locations in 44 markets.

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In addition, we had four regional service centers along with human resources and client service personnel located in a majority of our 44 sales markets, which serviced an average of 312,377 WSEEs per month in the fourth quarter of 2025.

Our service centers coordinate PEO HR Outsourcing Solutions for clients on a regional basis and localized face-to-face human resources services.

Our service centers coordinate PEO HR Solutions for clients on a regional basis and localized face-to-face human resources services.

We were organized as a corporation in 1986.

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Our telephone number at that address is (281) 358-8986, and our website address is www.insperity.com.

Our stock is traded on the New York Stock Exchange under the symbol “NSP.” We file or furnish periodic reports with the Securities and Exchange Commission (“SEC”), including our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and if applicable, amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act.

Our stock is traded on the New York Stock Exchange and the NYSE Texas under the symbol “NSP.” We file or furnish periodic reports with the Securities and Exchange Commission (“SEC”), including our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and if applicable, amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act.

Through the investor relations section of our website, we make available electronic copies of the documents that we file or furnish to the SEC, the charters of the standing committees of our Board of Directors (“Board”) and other documents related to our corporate governance, including our Code of Conduct, and other information that could be deemed to be material.

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In a PEO arrangement, the PEO assumes certain aspects of the employer/employee relationship as defined in the contract between the PEO and its client.

Because PEOs provide employer-related services to a large number of employees, they can achieve economies of scale that allow them to perform employment-related functions more efficiently, provide a greater variety of employee benefits, and devote more attention to human resources management than a client can individually.

Because PEOs provide

2025 Form 10-K

employer-related services to a large number of employees, they can achieve economies of scale that allow them to perform employment-related functions more efficiently, provide a greater variety of employee benefits, and devote more attention to human resources management than a client can individually.

We believe the key factors driving demand for PEO services include:

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• the significant costs, time and specialized knowledge required to purchase or develop the technology infrastructure to administer benefits, HR and payroll processing on an integrated basis

• the ability to develop and execute a comprehensive HR strategy and obtain a wide variety of HR support from a single vendor

A significant factor in the development of the PEO industry has been increasing recognition and acceptance of PEOs and the co-employer relationship by federal and state governmental authorities.

Insperity and other industry leaders, in concert with the National Association of Professional Employer Organizations (“NAPEO”), have worked with the relevant

2024 Form 10-K

governmental entities for the establishment of a regulatory framework that protects clients and employees, discourages unscrupulous and financially unsound PEOs, and promotes further development of the industry.

Insperity and other industry leaders, in concert with the National Association of Professional Employer Organizations (“NAPEO”), have worked with the relevant governmental entities for the establishment of a regulatory framework that protects clients and employees, discourages unscrupulous and financially unsound PEOs, and promotes further development of the industry.

Currently, 42 states have enacted legislation either recognizing PEOs or requiring licensing, registration, or certification, and several others are considering such regulation.

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In addition, the law clarified that clients of a CPEO remain eligible for specified tax credits for which they would have been eligible absent the CPEO relationship.

Following the establishment of the voluntary certification program by the Internal Revenue Service of the United States (“IRS”) and Treasury Department, our PEO subsidiary, Insperity PEO Services, L.P., received its designation as a CPEO from the IRS.

Under the voluntary certification program by the Internal Revenue Service of the United States (“IRS”) and Treasury Department, our two primary PEO subsidiaries received their designations as CPEOs from the IRS.

Service Offerings

PEO HR Outsourcing Solutions

We serve small and medium-sized businesses by providing our PEO HR Outsourcing Solutions, which encompass a broad range of services.

Both of our PEO HR Outsourcing Solutions offer the following:

PEO HR Solutions

We serve small and medium-sized businesses by providing our PEO HR Solutions, which encompass a broad range of services.

Our PEO HR Solutions offer the following:

• payroll and benefits administration

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• 401(k) retirement plan sponsored by us

2025 Form 10-K

• employer liability management

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• personnel records management

• access to Insperity Premier for employees, managers, and client owners

Our Workforce Optimization solution also provides additional services that our Workforce Synchronization clients can purchase for an additional fee, including the following:

In addition to the above, employees, managers, and client owners have access to our proprietary Insperity Premier technology as part of our HR 360 solution and our proprietary Workday HCM-based client tenant as part of our HR Scale solution.

Our HR 360 solution also provides additional services that our HR 360 Select Edition clients can purchase for an additional fee, including the following:

• employee recruiting and support

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• strategic HR projects

Our PEO HR Outsourcing Solutions are designed to attract and retain high-quality employees, while relieving client owners and key executives of many employer-related administrative and regulatory burdens.

We also expect our HR Scale clients to have access to these additional services.

Our PEO HR Solutions are designed to attract and retain high-quality employees, while relieving client owners and key executives of many employer-related administrative and regulatory burdens.

As a co-employer in the PEO relationship, we assume or share many of the employer-related responsibilities and assist our clients in complying with many employment-related governmental laws and regulations.

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Among the employment-related laws and regulations that may affect a client are the following:

2024 Form 10-K

• Internal Revenue Code (the “Code”) • Occupational Safety and Health Act (OSHA)

• Federal Income Contribution Act (FICA) • Worker Adjustment and Retraining Notification Act (WARN)

• Federal Unemployment Tax Act (FUTA) • Uniformed Services Employment and Reemployment Rights Act (USERRA)

• Fair Labor Standards Act (FLSA) • State unemployment and employment security laws

• Employee Retirement Income Security Act, as amended (ERISA) • State workers’ compensation laws

• Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) • Health Care and Education Reconciliation Act of 2010 (the “Reconciliation Act”)

• Immigration Reform and Control Act (IRCA) • Patient Protection and Affordable Care Act (PPACA)

• Title VII (Civil Rights Act of 1964) • State and local law equivalents of the foregoing

• Health Insurance Portability and Accountability Act (HIPAA) • The Families First Coronavirus Response Act (FFCRA)

• Age Discrimination in Employment Act (ADEA) • The Coronavirus Aid, Relief and Economic Security Act, also known as the CARES Act

• Americans with Disabilities Act (ADA) • The Consolidated Appropriations Act, 2021 (CAA)

• The Family and Medical Leave Act (FMLA) • The American Rescue Plan Act of 2021 (ARPA)

• Genetic Information Nondiscrimination Act of 2008 • Paycheck Protection Program and Healthcare Enhancement Act (PPP)

• Drug-Free Workplace Act • SECURE 2.0 Act of 2022, as part of The Consolidated Appropriations Act, 2023

• Internal Revenue Code (the “Code”) • Worker Adjustment and Retraining Notification Act (WARN)

• Federal Income Contribution Act (FICA) • Uniformed Services Employment and Reemployment Rights Act (USERRA)

• Federal Unemployment Tax Act (FUTA) • State unemployment and employment security laws

• Fair Labor Standards Act (FLSA) • State workers’ compensation laws

• Employee Retirement Income Security Act, as amended (ERISA) • Health Care and Education Reconciliation Act of 2010 (the “Reconciliation Act”)

• Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) • Patient Protection and Affordable Care Act (PPACA)

• Immigration Reform and Control Act (IRCA) • State and local law equivalents of the foregoing

• Title VII (Civil Rights Act of 1964) • The Families First Coronavirus Response Act (FFCRA)

• Health Insurance Portability and Accountability Act (HIPAA) • The Coronavirus Aid, Relief and Economic Security Act, also known as the CARES Act

• Age Discrimination in Employment Act (ADEA) • The Consolidated Appropriations Act, 2021 (CAA)

• Americans with Disabilities Act (ADA) • The American Rescue Plan Act of 2021 (ARPA)

• The Family and Medical Leave Act (FMLA) • Paycheck Protection Program and Healthcare Enhancement Act (PPP)

• Genetic Information Nondiscrimination Act of 2008 • SECURE 2.0 Act of 2022, as part of The Consolidated Appropriations Act, 2023

• Drug-Free Workplace Act • One Big Beautiful Bill Act (OBBB)

• Occupational Safety and Health Act (OSHA)

These laws and regulations are complex, and in some instances overlapping.

We assist our PEO HR Outsourcing Solutions clients in complying with these laws and regulations by providing services in the categories set forth below:

We assist our PEO HR Solutions clients in

2025 Form 10-K

complying with these laws and regulations by providing services in the categories set forth below:

Administrative Functions .

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• short-term and long-term disability insurance

2024 Form 10-K

• an educational assistance program

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As a result, we believe the availability of these benefit plans provides our clients with a competitive advantage that small and medium-sized businesses are typically unable to attain on their own.

Insperity Premier.

Insperity Premier is our cloud-based human capital management platform for our PEO HR Outsourcing Solutions and is available to our clients with minimal implementation effort.

It is designed to provide our service providers with insight into client and WSEE HR information to better support their needs.

Insperity Premier provides role-based access to a wide range of human capital management functions, along with personalized content to the managers, owners and WSEEs of our PEO HR Outsourcing Solutions clients, including:

HCM Platforms.

For our HR 360 and HR 360 Select Edition clients and WSEEs, Insperity Premier is our web-based human capital management platform and is available to our clients with minimal implementation effort.

Our HR Scale solution is designed to give clients and WSEEs access to our proprietary Workday HCM-based client tenant with a focus on affordability, ease and speed of deployment, and agility as companies scale.

The HCM platforms powering our PEO HR Solutions are designed to provide our service providers with insight into client and WSEE HR information to better support their needs.

These platforms provide role-based access to a wide range of human capital management functions, along

2025 Form 10-K

with personalized content to the managers, owners and WSEEs of our PEO HR Solutions clients, including:

For managers and client owners:

• WebPayroll for the submission, approval, and reporting of payroll data

• mobile access to review and approve payroll transactions and employee time entry

• online payroll for the submission, approval, and reporting of payroll data

• mobile access to review and approve payroll transactions

• tools to manage the onboarding of new employees

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• reporting and analytics tools to create, view, save, and export reports and data about employees and to perform more complex analysis and visualization of their workforce data with the Insperity People Analytics solution

• ability to manage employee time and attendance information, absences, and paid time off

• access to talent management tools in the areas of recruiting, performance management, and learning management

• ability to manage employee time and attendance information, absences, and paid time off, if offered by client

• access to talent management tools in the areas of recruiting, performance management, and learning management, if offered by client

• access to a library of online human resources forms

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• access to 401(k) retirement plan information for covered plans

2024 Form 10-K

• e-learning web-based training

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People Management .

In addition to the services we deliver through Insperity Premier, we provide a wide variety of human capital management services that give our clients access to HR advisors and additional resources normally found only in the human resources departments of large companies.

All PEO HR Outsourcing Solutions clients have access to our advice concerning personnel policies and practices, including recruiting, discipline, and termination procedures.

In addition to the services that we provide through the technology included in our PEO HR Solutions, we also provide a wide variety of human capital management services that give our clients access to HR advisors and additional resources normally found only in the human resources departments of large companies.

All PEO HR Solutions clients have access to our advice concerning personnel policies and practices, including recruiting, discipline, and termination procedures.

Other human capital management services we provide include:

• drafting and reviewing personnel policies and employee handbooks

• designing job descriptions

• performing prospective employee screening and background investigations

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• professional development and issues-oriented training

• diversity, equity and inclusion training

2025 Form 10-K

• development of company culture and employee experience

• employee coaching and counseling

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Currently, we have a dedicated sales management, service personnel and consulting staff who concentrate solely on the middle market sector.

Our average number of WSEEs per month in our middle market sector in 2024 decreased 3% from 2023, and the middle market sector as a percentage of our overall WSEE count remained consistent over this period, representing approximately 26% of our total average paid WSEEs during both 2024 and 2023.

In addition, our new HR Scale solution, which we expect our first clients to begin using in the first quarter of 2026, is focused on the needs of the middle market sector.

Our average number of WSEEs per month in our middle market sector in 2025 increased 4% from 2024, and the middle market sector as a percentage of our overall WSEE count remained consistent over this period, representing approximately 26% of our total average paid WSEEs during both 2025 and 2024.

Clients exceeding 1,000 paid WSEEs represented 2% and 3% of our total average paid WSEEs during 2025 and 2024, respectively.

2024 Form 10-K

Other Product and Services Offerings

We offer other product and services offerings on a stand-alone basis and to our PEO HR Outsourcing Solutions clients.

We offer other product and services offerings on a stand-alone basis and to our PEO HR Solutions clients.

We also strive to leverage our relationships with our customers to enable cross-selling of our various products and services.

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Comprehensive Traditional Payroll and Human Capital Management Solution.

Our Workforce Acceleration solution is a comprehensive human capital management and payroll services solution for clients that do not choose our PEO HR Outsourcing Solutions.

This solution combines a third-party cloud-based human resources software suite that provides integrated payroll, HR administration and employee onboarding, benefits administration, performance management, and time and attendance functionality with HR guidance and tools, as well as reporting and analytics.

Recruiting Services.

Our Recruiting Services offer direct hire placement on an as-needed basis and provide outsourced support for individual requisitions or large-scale hiring projects.

Our HR Core solution is a comprehensive human capital management and payroll services solution for clients that do not choose our PEO HR Solutions.

This solution combines a third-party web-based human resources software suite that provides integrated payroll, HR administration and employee onboarding, benefits administration, performance management, and time and attendance functionality with HR guidance and tools, as well as reporting and analytics.

Talent Acquisition Services.

Our Talent Acquisition Services offer direct hire placement on an as-needed basis and provide outsourced support for individual requisitions or large-scale hiring projects.

In addition, we provide consulting services to assist in the creation and maintenance of consistent hiring practices and retention strategies.

We also provide compensation services, behavior-based interview training and talent assessment.

Employment Screening.

Our Employment Screening services offer a customized approach to background-check reporting for companies.

Services include criminal records checks;

verification of employment history or education;

driving record, civil record and credit history checks;

and confirmation of extraordinary credentials.

Retirement Services.

Our Retirement Services solutions deliver comprehensive 401(k) retirement plan recordkeeping and administrative services to small and medium-sized businesses, primarily in connection with a 401(k) retirement plan we sponsor for our PEO HR Outsourcing Solutions clients.

Services include employee education and enrollment, participant communications, elective deferral withholding and transmission, matching contribution calculation, loan and distribution processing, regulatory filing preparation and nondiscrimination testing.

2025 Form 10-K

Insurance Services.

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Insurance Services also assists individuals in obtaining insurance coverages.

Contractor Management.

Our Contractor Management solution, powered by a third-party platform, allows our clients to manage their contractor population and offers clients assistance with onboarding, TIN verification, payments and 1099 tax reporting compliance for 1099 workers.

Through this solution, 1099 workers have access to additional benefits and services that they may be unable to access effectively on their own.

The Insperity Perks+ TM program, which is available to our HR Core clients, allows their employees to access to a portion of earned wages between paychecks.

It also provides these employees the ability to obtain a paycard, as well as to receive discounts, cash back and other rewards through an online marketplace.

Client Service Agreement

All PEO HR Outsourcing Solutions clients execute a CSA with us.

The CSA provides for an ongoing relationship between Insperity and the PEO HR Outsourcing Solutions client.

For most clients, the CSA generally establishes pricing for a period of one year and is subject to termination by Insperity or the client upon 30 days’ written notice or upon shorter notice in the event of default.

CSAs for our middle market clients generally establish pricing for two years and are subject to termination by clients upon payment of a termination fee or otherwise by the parties upon an event of default.

All PEO HR Solutions clients execute a CSA with us.

The CSA provides for an ongoing relationship between Insperity and the PEO HR Solutions client.

For most HR 360 clients, the CSA generally establishes pricing for a period of one year and is subject to termination by Insperity or the client upon 30 days’ written notice or upon shorter notice in the event of default.

CSAs for our middle market clients generally establish pricing for two years.

In addition, we expect our HR Scale clients to have a contractual commitment that extends beyond the two-year pricing commitment.

The CSAs are subject to early termination by clients upon payment of a termination fee or otherwise by the parties upon an event of default.

The CSA establishes our comprehensive service fee, which is subject to periodic adjustments to account for changes in the composition of the client’s workforce, employee benefit election changes, and statutory changes that affect our costs.

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The client retains the employees’ services and remains liable for complying with certain government regulations that require control of the worksite or daily supervisory responsibility or is otherwise beyond our ability to assume.

A third group of responsibilities and liabilities are assumed by both Insperity and the client

2024 Form 10-K

where such concurrent responsibility is appropriate.

A third group of responsibilities and liabilities are assumed by both Insperity and the client where such concurrent responsibility is appropriate.

The specific division of applicable responsibilities under our CSAs generally is as follows:

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• Compliance with the Code, COBRA, ERISA and PPACA for Insperity-sponsored employee benefit plans, as well as monitoring changes in other governmental laws and regulations governing the employer/employee relationship and updating the client when necessary

• Offering benefits under Insperity-sponsored employee benefit plans

• Offering one or more benefits under Insperity-sponsored employee benefit plans

• Administration of Insperity-sponsored employee benefit plans

2025 Form 10-K

Client Responsibilities

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• Compliance with the Code, COBRA, PPACA, and ERISA for client-sponsored employee benefit plans

• For clients electing payroll tax deferrals and claiming tax credits under the FFCRA, the CARES Act, PPP, CAA, and ARPA (collectively, the “COVID Relief Programs”), the client has sole responsibility for determining eligibility under the programs and depositing deferred payroll tax amounts with the U.S.

Treasury as they become due

Concurrent Responsibilities

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Because we are a co-employer with the client for some purposes, it is possible that we could incur liability for violations of such laws, even if we are not responsible for the conduct giving rise to such liability.

Our CSA ordinarily addresses this issue by providing that the client will indemnify us for liability incurred to the extent the liability is attributable to conduct by

2024 Form 10-K

Our CSA ordinarily addresses this issue by providing that the client will indemnify us for liability incurred to the extent the liability is attributable to conduct by the client.

Notwithstanding this contractual right to indemnification, it is possible that we could be unable to collect on a claim for indemnification and may therefore be ultimately responsible for satisfying the liability in question.

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These rights, the periodic nature of payroll, and the overall quality of our client base have resulted in an excellent overall collections history.

PEO HR Outsourcing Solutions Clients

Insperity’s PEO HR Outsourcing Solutions provide value-added, full-service human resources solutions we believe are most suitable to a specific segment of the small and medium-sized business community.

PEO HR Solutions Clients

Insperity’s PEO HR Solutions provide value-added, full-service human resources solutions we believe are most suitable to a specific segment of the small and medium-sized business community.

We target successful businesses with approximately 10 to 5,000 employees that recognize the advantage in the strategic use of high-performance human resources practices.

We believe approximately 10% of the overall small and medium-sized business community in terms of WSEEs are “good fit” companies for our PEO services.

We believe approximately 10% of the overall small and medium-sized business community in terms of WSEEs are “good fit” companies for our PEO services and that our HR Scale solution improves our ability to serve businesses with 500 or more employees.

We serve clients and WSEEs located throughout the United States.

2025 Form 10-K

By region, our revenue distribution for the year ended December 31, 2025, was as follows:

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Please read Note 1 to the Consolidated Financial Statements, “Accounting Policies,” for additional information related to the change in revenues by region.

All prospective PEO HR Outsourcing Solutions clients are evaluated on the basis of a comprehensive analysis of employer-related risks entailing many factors, including (where permitted) industry and operations, workplace safety and workers’ compensation, unemployment history, operating stability, group medical information, human resources practices

All prospective PEO HR Solutions clients are evaluated on the basis of a comprehensive analysis of employer-related risks entailing many factors, including (where permitted) industry and operations, workplace safety and workers’ compensation, unemployment history, operating stability, group medical information, human resources practices and other employer risks.

As part of our client selection strategy, we strive to minimize offering our PEO HR Solutions to businesses falling within certain specified NAICS (North American Industry Classification System) codes for those industries that we believe present a higher employer risk for reasons such as employee injury, high turnover or litigation.

2025 Form 10-K

and other employer risks.

As part of our client selection strategy, we strive to minimize offering our PEO HR Outsourcing Solutions to businesses falling within certain specified NAICS (North American Industry Classification System) codes for those industries that we believe present a higher employer risk such as employee injury, high turnover or litigation.

Our PEO HR Outsourcing Solutions client base is broadly distributed throughout a wide variety of industries as follows:

Our PEO HR Solutions client base is broadly distributed throughout a wide variety of industries as follows:

This diverse client base lowers our exposure to downturns or volatility in any particular industry.

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During 2025 and 2024, our retention rate was approximately 83% and 81%, respectively.

For all PEO HR Outsourcing Solutions clients, the average annual retention rate over the last five years was approximately 84%.

For all PEO HR Solutions clients, the average annual retention rate over the last five years was approximately 84%.

Client attrition is attributable to a variety of factors, including:

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• market size, in terms of small and medium-sized businesses engaged in selected industries that meet our risk profile

2024 Form 10-K

• market receptivity to PEO services, including the regulatory environment and relevant history with other PEO providers

• existing relationships within a given market, such as vendor or client relationships

2025 Form 10-K

• expansion cost issues, such as advertising and overhead costs

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We have an agreement with the PGA Tour Champions to be the title sponsor of the Insperity Invitational ™ presented by UnitedHealthcare ® professional golf tournament held annually in The Woodlands, Texas (a suburb of Houston).

In August 2025, we entered into a multiyear brand partnership with Tiger Woods and as part of this partnership, Mr.

Woods serves as a brand ambassador for our Company.

In addition, we have an arrangement with Jim Nantz, a sports commentator, to serve as our national spokesperson.

Our marketing campaigns use this event and the relationship with Mr.

Woods and Mr.

Nantz as a focal point of our brand marketing efforts.

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direct sales efforts, digital advertising, traditional advertising, third-party channel programs, referrals, and marketing alliances.

These leads result in initial presentations to prospective PEO HR Outsourcing Solutions clients, and ultimately, prospective PEO HR Outsourcing Solutions client business profiles.

A prospective PEO HR Outsourcing Solutions client’s business profile reflects information gathered by the BPA about the prospect’s employees, including base compensation, level of benefits, coverage options, job classification, state of employment and workers’ compensation classification.

These leads result in initial presentations to prospective PEO HR Solutions clients, and ultimately, prospective PEO HR Solutions client business profiles.

A prospective PEO HR Solutions client’s business profile reflects information gathered by the BPA about the prospect’s employees, including base compensation, level of benefits, coverage options, job classification, state of employment and workers’ compensation classification.

This information is used to generate a bid from our customized bid system, which applies Insperity’s proprietary pricing model to the census data.

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The process can be extended during economic downturns.

We have implemented a sales process that allows our BPAs to offer our PEO HR Outsourcing Solutions or refer our Workforce Acceleration, our traditional payroll solution, to each prospective client with which they meet.

This strategy allows us to leverage the same sales force for all of our primary offerings and increases the ability of our BPAs to add clients to our Workforce Acceleration solution when the client is not prepared for PEO HR Outsourcing Solutions.

We have implemented a sales process that allows our BPAs to offer our PEO HR Solutions or refer our HR Core, our traditional HR solution, to each prospective client with which they meet.

This strategy allows us to leverage the same sales force for all of our primary offerings and increases the ability of our BPAs to add clients to our HR Core solution when the client is not prepared for PEO HR Solutions.

This dual channel approach to selling attempts to reduce barriers to a company becoming a client and allows us to offer solutions better tailored to the specific needs of the business, including at renewal.

We provide a value-added, full-service human resources solution through our PEO HR Outsourcing Solutions, which we believe is most suitable to a specific segment of the small and medium-sized business community.

We provide value-added, full-service human resources solutions through our PEO HR Solutions, which we believe is most suitable to a specific segment of the small and medium-sized business community.

This full-service approach is exemplified by our commitment to provide a high level of service and technology personnel, which has produced a ratio of corporate staff to WSEEs (the “staff support ratio”) that is higher than average for the PEO industry.

Based on an analysis of the 2022 through 2024 annual NAPEO surveys of the PEO industry, we have successfully leveraged our full-service approach into significantly higher returns for Insperity on a per WSEE per month basis.

2024 Form 10-K

the three-year period from 2021 through 2023, our staff support ratio averaged 57% higher than the PEO industry average.

During the three-year period from 2022 through 2024, our staff support ratio averaged 55% higher than the PEO industry average.

During the same three-year period, our gross profit per WSEE and operating income per WSEE exceeded industry averages by 113% and 94%, respectively.

2025 Form 10-K

Competition in the PEO industry revolves primarily around quality of services, scope of services, choice and quality of benefits packages, reputation, and price.

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however, other PEOs may offer their PEO services at lower prices than we offer.

Due to the differing geographic regions and market segments in which most PEOs operate, and the relatively low level of market penetration by the industry, we consider our primary competition for our PEO HR Outsourcing Solutions to be the traditional in-house provision of human resources services.

Due to the differing geographic regions and market segments in which most PEOs operate, and the relatively low level of market penetration by the industry, we consider our primary competition for our PEO HR Solutions to be the traditional in-house provision of human resources services.

The PEO industry is highly fragmented and we have seen competition intensify;

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Information Technology

Insperity utilizes a variety of information technology capabilities to provide its PEO HR Outsourcing Solutions and business performance improvement services to its clients and WSEEs and for its own administrative and management information requirements.

Insperity’s PEO HR Outsourcing Solutions information systems, which include Insperity Premier, are a proprietary mix of applications that includes both internally developed software, licensed software applications and cloud-based services.

These systems manage a wide range of transactions and information specific to our PEO HR Outsourcing Solutions, to Insperity and to our clients and WSEEs, including:

Insperity utilizes a variety of information technology capabilities to provide its PEO HR Solutions and business performance improvement services to its clients and WSEEs and for its own administrative and management information requirements.

Insperity’s PEO HR Solutions information systems, which includes our Insperity Premier platform and Workday HCM solution, are a proprietary mix of applications that includes both internally developed software, licensed software applications and web-based services.

These systems manage a wide range of transactions and information specific to our PEO HR Solutions, to Insperity and to our clients and WSEEs, including:

• WSEE enrollment

• human resources management and employee administration

2024 Form 10-K

• benefits and defined contribution plan administration

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• payroll processing

2025 Form 10-K

• client invoicing and collection

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Central to these systems are transaction processing capabilities that allow us to process a high volume of employee enrollment, employee administration, payroll, invoice and bid transactions that meet the specific needs of our clients and prospects.

We administer our employee benefits through a proprietary application designed to process employee eligibility and enrollments, manage carrier relationships and maintain a variety of plan offerings.

We have developed AI-based technologies to assist our service personnel in addressing client needs and are working to expand certain AI-based tools for our clients and WSEEs.

We administer our employee benefits through both proprietary applications and a third-party solution designed to process employee eligibility and enrollments, manage carrier relationships and maintain a variety of plan offerings.

Our retirement services operations are conducted utilizing an industry-leading retirement plan administration application in a third-party hosted environment.

Aspects of all of these components are delivered to our PEO HR Outsourcing Solutions clients and WSEEs through Insperity Premier.

We utilize commercially available software and cloud-based solutions for other business functions such as finance and accounting, sales force activity management and customer relationship management.

Aspects of all of these components are delivered to our PEO HR Solutions clients and WSEEs through our Insperity Premier platform and the Workday HCM technology that is part of Insperity HR Scale.

We utilize commercially available software and web-based solutions for other business functions such as finance and accounting, sales force activity management and customer relationship management.

Insperity operates from two separate leased hosting facilities, one of which serves as our primary facility.

These facilities host the majority of our business applications, information security and network infrastructure.

These facilities host our internally-developed business applications, information security systems and network infrastructure.

Each hosting facility houses a mix of primary production applications, disaster recovery, replication and back-up applications, and pre-production environments.

These hosting facilities have the capacity to run all of our critical business applications and have sufficient capacity to handle all of our operations on a stand-alone basis, if required.

We also utilize a variety of third-party web-based solutions, which we assess prior to entering into a subscription agreement and monitor on an ongoing basis.

These hosting facilities each have the capacity to run our critical internally-developed business applications and have sufficient capacity to handle the hosted applications on a stand-alone basis, if required.

We have an active Business Continuity Plan, which includes information technology capabilities and we utilize a variety of measures to ensure our Business Continuity Plan remains effective and available.

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These measures include industry-standard technologies designed to protect, monitor and assess our data centers and network environment;

best practice security policies and procedures;

best practice privacy and security policies and procedures;

annual corporate employee training on data security and privacy;

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Industry Laws and Regulations

The operations for our PEO HR Outsourcing Solutions are affected by numerous federal, state, and local laws and regulations relating to tax, insurance and employment matters.

The operations for our PEO HR Solutions are affected by numerous federal, state, and local laws and regulations relating to tax, insurance and employment matters.

By entering into a co-employer relationship with our WSEEs, we assume certain obligations and responsibilities of an employer under these federal and state laws and regulations.

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The SBEA established a voluntary certification program and created a federal regulatory framework for the payment of wages to WSEEs and for the reporting and remittance of federal payroll taxes on those wages paid by CPEOs.

Our PEO subsidiary, Insperity PEO Services, L.P., is a CPEO.

Our two primary PEO subsidiaries are CPEOs.

Please read Item 1.

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Subject to the issues discussed below, we believe that our operations are in compliance, in all material respects, with all applicable federal statutes and regulations.

2024 Form 10-K

Employee Benefit Plans

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These plans include:

2025 Form 10-K

• a group health plan, which includes medical, dental, vision and prescription drug coverage

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For a discussion of the impact of the Patient Protection and Affordable Care Act on our business, please read Item 1A.

“Risk Factors—PEO HR Outsourcing Solutions Risks—Health care reform could affect our health insurance plan and could lead to a significant disruption in our business.”

“Risk Factors—PEO HR Solutions Risks—Health care reform could affect our health insurance plan and could lead to a significant disruption in our business.”

401(k) Retirement Plans.

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• obligations under FUTA, governed by Code Section 3301, et seq.

2024 Form 10-K

Under these Code sections, employers have the obligation to withhold and remit the employer portion and, where applicable, the employee portion of these taxes.

The SBEA provides a CPEO shall be treated as the employer under Subtitle C – Employment Taxes of the Code and shall be responsible for reporting federal employment taxes on remuneration paid by the CPEO rather than the CPEO clients.

2025 Form 10-K

For any client CSA that is not a CPEO contract, Code Section 3401, which applies to federal income tax withholding requirements, contains an exception to the general common law test applied to determine whether an entity is an “employer” for purposes of federal income tax withholding.

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Clients who elected to defer the employer portion of social security under the CARES Act have sole responsibility for reporting and depositing deferred amounts with the U.S.

Unemployment Taxes

We record our state unemployment insurance (“SUI”) tax expense based on taxable wages and tax rates assigned by each state.

Unemployment Taxes and Employee Leave

We record our state unemployment insurance (“SUI”) tax expense and other wage based employee leave insurance programs based on taxable wages and tax rates assigned by each state.

State unemployment tax rates vary by state and are determined, in part, based on Insperity’s prior years’ compensation and unemployment experience in each state.

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We refer to BPAs who have been employed for two months and completed initial sales training as “trained BPAs.” During 2025 and 2024, the average number of BPAs were 612 and 769, respectively, while the average number of trained BPAs were 599 and 698, respectively.

2024 Form 10-K

We offer numerous programs and benefits in furtherance of our human capital management objective, including:

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leadership development programs;

the Insperity MVP (Mission Values Performance) employee recognition program;

the Insperity MVP (Mission Values Performance) employee

2025 Form 10-K

recognition program;

flexible remote working arrangements;

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business