What changed in this filing

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Item 1. Financial Statements

2026-05-01 compared with 2025-11-04 · 129 added, 147 removed, 269 unchanged (51% of the section changed)

2 unchanged sentences

(in millions)

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Cash and cash equivalents $ 537 $ 642

22 unchanged sentences

Accrued corporate payroll and commissions 53 78

Income taxes payable — 18

Client funds liability and other accrued liabilities

3 unchanged sentences

Operating lease liabilities, net of current 61 66

Deferred income taxes, net 7 —

Total noncurrent liabilities 541 537

Commitments and contingencies

Common stock 1 1

5 unchanged sentences

See accompanying notes.

Insperity | 2025 Third Quarter Form 10-Q

Insperity | 2026 First Quarter Form 10-Q

FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF INCOME

Three Months Ended

September 30, Nine Months Ended

September 30,

CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended March 31,

(in millions, except per share amounts)

$ 1,895 $ 1,863

$ 1,623 $ 1,561 $ 5,144 $ 4,968

Payroll taxes, benefits and workers’ compensation costs

1,428 1,332 4,416 4,134

Gross profit 302 310

6 unchanged sentences

Total operating expenses 240 242

Operating income (loss) ( 25 ) 1 36 132

Operating income 62 68

Other income (expense):

1 unchanged sentence

Interest expense ( 6 ) ( 6 )

Income (loss) before income tax (benefit) expense ( 24 ) 3 42 139

Income tax (benefit) expense ( 4 ) — 16 39

Net income (loss) $ ( 20 ) $ 3 $ 26 $ 100

Net income (loss) per share of common stock

Income before income tax expense 63 72

Income tax expense 30 21

Net income $ 33 $ 51

Net income per share of common stock

Basic $ 0.88 $ 1.37

1 unchanged sentence

See accompanying notes.

Insperity | 2025 Third Quarter Form 10-Q

Insperity | 2026 First Quarter Form 10-Q

FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

For the Three Months Ended March 31, 2026 and 2025

Common Stock Issued Additional Paid-In Capital Treasury Stock Retained Earnings and AOCI Total

(in millions)

Shares Amount

Balance at December 31, 2025 55 $ 1 $ 257 $ ( 850 ) $ 638 $ 46

Purchase of treasury stock, at cost — — — ( 4 ) — ( 4 )

Issuance of equity-based incentive awards and dividend equivalents — — ( 26 ) 27 ( 1 ) —

Stock-based compensation expense — — 13 — — 13

Other — — — 1 1 2

Dividends paid — — — — ( 23 ) ( 23 )

Net income — — — — 33 33

Balance at March 31, 2026 55 $ 1 $ 244 $ ( 826 ) $ 648 $ 67

Balance at December 31, 2024 55 $ 1 $ 222 $ ( 864 ) $ 738 $ 97

Purchase of treasury stock, at cost — — — ( 19 ) — ( 19 )

Issuance of equity-based incentive awards and dividend equivalents — — ( 25 ) 27 ( 2 ) —

Stock-based compensation expense — — 11 — — 11

Other — — 1 1 — 2

Dividends paid — — — — ( 23 ) ( 23 )

Net income — — — — 51 51

Balance at March 31, 2025 55 $ 1 $ 209 $ ( 855 ) $ 764 $ 119

See accompanying notes.

Insperity | 2026 First Quarter Form 10-Q

FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended September 30,

Three Months Ended March 31,

(in millions)

30 unchanged sentences

Client funds liability and other

( 14 ) ( 44 )

Net cash used in financing activities ( 46 ) ( 49 )

5 unchanged sentences

See accompanying notes.

Insperity | 2025 Third Quarter Form 10-Q

FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

For the Nine Months Ended September 30, 2025 and 2024

Common Stock Issued Additional Paid-In Capital Treasury Stock Retained Earnings and AOCI Total

(in millions) Shares Amount

Balance at December 31, 2024 55 $ 1 $ 222 $ ( 864 ) $ 738 $ 97

Purchase of treasury stock, at cost — — — ( 19 ) — ( 19 )

Issuance of equity-based incentive awards and dividend equivalents — — ( 25 ) 28 ( 3 ) —

Stock-based compensation expense — — 46 1 — 47

Other — — 1 2 1 4

Dividends paid — — — — ( 68 ) ( 68 )

Net income — — — — 26 26

Balance at September 30, 2025 55 $ 1 $ 244 $ ( 852 ) $ 694 $ 87

Balance at December 31, 2023 55 $ 1 $ 185 $ ( 831 ) $ 739 $ 94

Purchase of treasury stock, at cost — — — ( 52 ) — ( 52 )

Issuance of equity-based incentive awards and dividend equivalents — — ( 24 ) 27 ( 3 ) —

Stock-based compensation expense — — 46 1 — 47

Other — — 1 2 — 3

Dividends paid — — — — ( 67 ) ( 67 )

Net income — — — — 100 100

Balance at September 30, 2024 55 $ 1 $ 208 $ ( 853 ) $ 769 $ 125

Insperity | 2025 Third Quarter Form 10-Q

FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Continued)

For the Three Months Ended September 30, 2025 and 2024

Common Stock Issued Additional Paid-In Capital Treasury Stock Retained Earnings and AOCI Total

(in millions)

Shares Amount

Balance at June 30, 2025 55 $ 1 $ 228 $ ( 853 ) $ 736 $ 112

Stock-based compensation expense — — 16 — — 16

Other — — — 1 1 2

Dividends paid — — — — ( 23 ) ( 23 )

Net loss — — — — ( 20 ) ( 20 )

Balance at September 30, 2025 55 $ 1 $ 244 $ ( 852 ) $ 694 $ 87

Balance at June 30, 2024 55 $ 1 $ 191 $ ( 838 ) $ 788 $ 142

Purchase of treasury stock, at cost — — — ( 15 ) — ( 15 )

Issuance of equity-based incentive awards and dividend equivalents — — — ( 1 ) 1 —

Stock-based compensation expense — — 17 — — 17

Other — — — 1 — 1

Dividends paid — — — — ( 23 ) ( 23 )

Net income — — — — 3 3

Balance at September 30, 2024 55 $ 1 $ 208 $ ( 853 ) $ 769 $ 125

See accompanying notes.

Insperity | 2025 Third Quarter Form 10-Q

Insperity | 2026 First Quarter Form 10-Q

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

Insperity, Inc., a Delaware corporation (“Insperity,” “we,” “our,” and “us”), provides an array of human resources (“HR”) and business solutions designed to help improve business performance.

Our most comprehensive HR services offerings are provided through our professional employer organization (“PEO”) services, known as our Insperity ® HR 360 solution (formerly our Workforce Optimization ® solution) and Insperity ® HR 360 Select Edition (formerly our Workforce Synchronization TM solution) (together, our “PEO HR Solutions”), which we provide by entering into a co-employment relationship with our clients.

Our PEO HR Solutions encompass a broad range of HR 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 solution, the Insperity Premier TM platform.

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

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

These other products or services are offered separately or with our other solutions.

Our comprehensive HR services offerings are provided through our professional employer organization (“PEO”) services, known as our Insperity ® HR 360 solution, our Insperity ® HR 360 Select Edition, and our Insperity HR Scale TM solution (together, our “PEO HR Solutions”), which we provide by entering into a co-employment relationship with our clients.

Our Insperity HR 360 solution and Insperity HR 360 Select Edition provide access to our web-based human capital management platform, the Insperity Premier TM platform, while our Insperity HR Scale solution provides access to the Workday Human Capital Management platform.

In addition to our PEO HR Solutions, we offer a comprehensive traditional payroll and human capital management solution, known as our Insperity HR Core™ solution, which we refer to as our “Traditional HR 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 are generally offered only with our other solutions.

The Consolidated Financial Statements include the accounts of Insperity, Inc.

4 unchanged sentences

The accompanying Consolidated Financial Statements should be read in conjunction with our audited Consolidated Financial Statements at and for the year ended December 31, 2025.

Our Condensed Consolidated Balance Sheets at December 31, 2024 have been derived from the audited financial statements at that date, but do not include all of the information or footnotes required by GAAP for complete financial statements.

Our Condensed Consolidated Balance Sheets at September 30, 2025 and our Consolidated Statements of Income for the three and nine month periods ended September 30, 2025 and 2024, our Consolidated Statements of Cash Flows for the nine month periods ended September 30, 2025 and 2024 and our Consolidated Statements of Stockholders' Equity for each of the three and nine month periods ended September 30, 2025 and 2024, have been prepared by us without audit.

Our Consolidated Balance Sheet at December 31, 2025 has been derived from the audited financial statements at that date, but does not include all of the information or footnotes required by GAAP for complete financial statements.

Our Consolidated Balance Sheet at March 31, 2026 and our Consolidated Statements of Operations for the three month periods ended March 31, 2026 and 2025, our Consolidated Statements of Cash Flows for the three month periods ended March 31, 2026 and 2025 and our Consolidated Statements of Stockholders' Equity for the three months ended March 31, 2026 and 2025, have been prepared by us without audit.

In the opinion of management, all adjustments necessary to present fairly the consolidated financial position, results of operations and cash flows have been made, and all such adjustments are of a normal recurring nature.

2 unchanged sentences

Health Insurance Costs

We provide group health insurance coverage under a single-employer plan that covers both our WSEEs in our PEO HR Solutions and our corporate employees and utilizes a national network of carriers, including UnitedHealthcare (“United”), UnitedHealthcare of California, Kaiser Permanente, Blue Shield of California, HMSA BlueCross BlueShield of Hawaii, and Harvard Pilgrim Health Care, formerly known as Tufts, all of which provide fully insured policies or service contracts.

We provide group health insurance coverage under a single-employer plan that covers both our WSEEs in our PEO HR Solutions and our corporate employees and utilizes a national network of carriers, including UnitedHealthcare (“United”), UnitedHealthcare of California, Kaiser Permanente, Blue Shield of California, HMSA BlueCross BlueShield of Hawaii, and Harvard Pilgrim Health Care, all of which provide fully insured policies or service contracts.

Approximately 85 % of our costs related to health insurance coverage are incurred under our policy with United.

While the policy with United is a fully insured plan, as a result of certain contractual terms, we have accounted for this plan since its inception using a partially self-funded insurance accounting model.

Effective January 1, 2020, under the amended agreement with United, we no longer have financial responsibilities for a participant’s annual claim costs that exceed $1 million (“Individual Claims Limit”).

Accordingly, we record the cost of the United plan, including an estimate of the incurred claims, taxes and administrative fees (collectively the “Plan Costs”), as benefits expense, which is a component of direct costs, in our Consolidated Statements of Income.

The estimated incurred but not reported claims are based upon:

Insperity | 2025 Third Quarter Form 10-Q

Effective January 1, 2020 through December 31, 2025, our financial responsibility for a participant’s annual claim costs was limited to $1 million (“Individual Claims Limit”).

Beginning January 1, 2026, we have the option to annually elect to limit our responsibility for each participant’s claim costs to $500,000, $750,000, or $1,000,000 per year, which we elect based on the cost of the limit (“Selected Claims Limit”) and

Insperity | 2026 First Quarter Form 10-Q

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

level of claims processed during each quarter;

our estimate of the benefit to us at that level of limit.

The cost of the Selected Claims Limit is recognized evenly over the year, whereas, the claims recovery benefit on the Selected Claims Limit is expected to increase throughout the year, with the expected increase being more impactful at a lower Selected Claims Limit.

For 2026, the Selected Claims Limit we have elected is the first $500,000 of paid claims per claimant per year.

Accordingly, we record the cost of the United plan, including an estimate of the incurred claims, taxes and administrative fees (collectively the “Program Costs”), as benefits expense, which is a component of direct costs, in our Consolidated Statements of Operations.

The estimated incurred but not reported claims are based upon:

(1) the level of claims processed during each quarter;

(2) estimated completion rates based upon recent claim development patterns under the plan;

and (3) the number of participants in the plan, including both active and COBRA enrollees.

and (3) the number of participants in the program, including both active and COBRA enrollees.

Each reporting period, changes in the estimated ultimate costs resulting from claim trends, plan design and migration, participant demographics, and other factors are incorporated into the benefits costs, which requires a significant level of judgment.

Additionally, since the plan’s inception, under the terms of the contract, United establishes cash funding rates 90 days in advance of the beginning of a reporting quarter.

If the Plan Costs for a reporting quarter are greater than the premiums paid and owed to United, a deficit in the plan would be incurred and a liability for the excess costs would be accrued in our Condensed Consolidated Balance Sheets.

On the other hand, if the Plan Costs for the reporting quarter are less than the premiums paid and owed to United, a surplus in the plan would be incurred and we would record an asset for the excess premiums in our Condensed Consolidated Balance Sheets.

The terms of the arrangement require us to maintain an accumulated cash surplus in the plan of $ 9 million, which is reported as long-term prepaid health insurance.

In addition, United requires a deposit equal to approximately one day of claims funding activity, which was $ 7 million at September 30, 2025, and is included in deposits - health insurance as a long-term asset on our Condensed Consolidated Balance Sheets.

As of September 30, 2025, Plan Costs were less than the net premiums paid and owed to United by $ 19 million, which is $ 10 million in excess of our agreed-upon $ 9 million surplus maintenance level.

The $ 10 million difference is therefore reflected as a current asset and $ 9 million is reflected as a long-term asset on our Condensed Consolidated Balance Sheets at September 30, 2025.

In addition, the premiums owed to United at September 30, 2025, were $ 26 million, which is included in accrued health insurance costs, a current liability, on our Condensed Consolidated Balance Sheets.

Our benefits costs incurred in the first nine months of 2025 included an increase of $ 9 million for changes in estimated run-off related to prior periods, net of Individual Claims Limit.

Our benefits costs incurred in the first nine months of 2024 included a decrease of $ 32 million for changes in estimated run-off related to prior periods, net of Individual Claims Limit.

If the Program Costs for a reporting quarter are greater than the premiums paid and owed to United, a deficit in the plan would be incurred and a liability for the excess costs would be accrued in our Consolidated Balance Sheets.

On the other hand, if the Program Costs for the reporting quarter are less than the premiums paid and owed to United, a surplus in the plan would be incurred and we would record an asset for the excess premiums in our Consolidated Balance Sheets.

The terms of the arrangement require us to maintain an accumulated cash surplus in the plan of $ 9 million, which is reported as long-term prepaid health insurance on our Consolidated Balance Sheets.

In addition, United requires a deposit equal to approximately one day of claims funding activity, which was $ 7 million at March 31, 2026, and is included in deposits - health insurance as a long-term asset on our Consolidated Balance Sheets.

As of March 31, 2026, Program Costs were less than the net premiums paid and owed to United by $ 41 million, which is included in prepaid insurance, a current asset, on our Consolidated Balance Sheets at March 31, 2026.

In addition, the premiums owed to United at March 31, 2026, were $ 62 million, which is included in accrued health insurance costs, a current liability, on our Consolidated Balance Sheets.

Our benefits costs incurred in the first three months of 2026 included a decrease of $ 2 million for changes in estimated run-off related to prior periods.

Our benefits costs incurred in the first three months of 2025 included an increase of $ 12 million for changes in estimated run-off related to prior periods, net of Individual Claims Limit.

Workers’ Compensation Costs

9 unchanged sentences

Each reporting period, changes in the actuarial assumptions resulting from changes in actual claims experience and other trends are incorporated into our workers’ compensation claims cost estimates.

During the nine months ended September 30, 2025 and 2024, we reduced accrued workers’ compensation costs by $ 20 million and $ 25 million, respectively, for changes in estimated losses related to prior periods.

During the three months ended March 31, 2026 and 2025, we reduced accrued workers’ compensation costs by $ 5 million and $ 7 million, respectively, for changes in estimated losses related to prior periods.

Workers’ compensation cost estimates are discounted to present value at a rate based upon the U.S.

Treasury rates that correspond with the weighted average estimated claim payout period (the average discount rate utilized was 4.0 % in the 2025 period and 4.3 % in the 2024 period) and are accreted over the estimated claim payment period and included as a component of direct costs in our Consolidated Statements of Income.

Insperity | 2025 Third Quarter Form 10-Q

Treasury rates that correspond with the weighted average estimated claim payout period (the average discount rate utilized was 3.5 % in the 2026 period and 4.0 % in the 2025 period) and are accreted over the estimated claim payment period and included as a component of direct costs in our Consolidated Statements of Operations.

Insperity | 2026 First Quarter Form 10-Q

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table provides the activity and balances related to incurred but not paid workers’ compensation claims:

Nine Months Ended September 30,

Three Months Ended March 31,

(in millions)

7 unchanged sentences

Total accrued claims $ 184 $ 196

The current portion of accrued workers’ compensation costs on our Condensed Consolidated Balance Sheets at September 30, 2025 and 2024 includes $ 2 million and $ 3 million, respectively, of workers’ compensation administrative fees.

The undiscounted accrued workers’ compensation costs were $ 227 million as of September 30, 2025 and $ 242 million as of September 30, 2024.

The current portion of accrued workers’ compensation costs on our Consolidated Balance Sheets at both March 31, 2026 and 2025 includes $ 2 million of workers’ compensation administrative fees.

The undiscounted accrued workers’ compensation costs were $ 227 million as of March 31, 2026 and $ 234 million as of March 31, 2025.

At the beginning of each policy period, the workers’ compensation insurance carrier establishes monthly funding requirements comprised of premium costs and funds to be set aside for payment of future claims (“claim funds”).

The level of claim funds is primarily based upon anticipated WSEE payroll levels and expected workers’ compensation loss rates, as determined by the insurance carrier.

Monies funded into the program for incurred claims expected to be paid within one year are primarily held as cash and money market funds (cash equivalents) and are recorded as restricted cash, a short-term asset, while the remainder of claim funds are included in deposits – workers’ compensation, a long-term asset in our Condensed Consolidated Balance Sheets.

At September 30, 2025, we had restricted cash of $ 79 million and deposits – workers’ compensation of $ 147 million, of which $ 226 million was held in trust bank accounts.

Our estimate of incurred claim costs expected to be paid within one year is included in short-term liabilities, while our estimate of incurred claim costs expected to be paid beyond one year is included in long-term liabilities on our Condensed Consolidated Balance Sheets.

At March 31, 2026, we had restricted cash of $ 80 million and deposits – workers’ compensation of $ 156 million, of which $ 231 million was held in trust bank accounts.

Revenue and Direct Cost Recognition

We enter into contracts with our PEO HR Solutions customers for human resources services based on a stated rate and price in the contract.

We enter into contracts with our PEO HR Solutions customers for human resources services based on the rate and price stated in the contract.

Our contracts generally establish pricing for a period of 12 months and are generally cancellable at any time by either party with 30-days’ notice.

5 unchanged sentences

Customers are invoiced concurrently with each periodic payroll of its WSEEs.

Revenues that have been recognized but not invoiced represent unbilled accounts receivable of $ 882 million and $ 810 million at September 30, 2025 and December 31, 2024, respectively, and are included in accounts receivable, net on our Condensed Consolidated Balance Sheets.

Revenues that have been recognized but not invoiced represent unbilled accounts receivable of $ 867 million at March 31, 2026 and $ 810 million at December 31, 2025, and are included in accounts receivable, net on our Consolidated Balance Sheets.

Pursuant to the “practical expedients” provided under ASC 340-40, Other Assets and Deferred Costs - Contracts with Customers , we expense sales commissions when incurred because the terms of our contracts are cancellable by either party with a 30-day notice.

These costs are recorded in commissions in our Consolidated Statements of Income.

Insperity | 2025 Third Quarter Form 10-Q

These costs are recorded in commissions in our Consolidated Statements of Operations.

Insperity | 2026 First Quarter Form 10-Q

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Our revenue for our PEO HR Solutions by geographic region and for our other products and services offerings are as follows:

Three Months Ended September 30, Nine Months Ended September 30,

(in millions) 2025 2024 % Change 2025 2024 % Change

Three Months Ended March 31,

(in millions)

2026 2025 % Change

Northeast $ 527 $ 526 — %

13 unchanged sentences

Revenues are comprised of gross billings less WSEE payroll costs as follows:

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(in millions) 2026 2025

3 unchanged sentences

Consistent with our revenue recognition policy, our direct costs do not include the payroll cost of our WSEEs.

Our direct costs associated with our revenue generating activities are primarily comprised of all other costs related to our WSEEs, such as the employer portion of payroll-related taxes, employee benefit plan premiums and workers’ compensation insurance costs.

Segment Reporting

2 unchanged sentences

The accounting policies of the HR Solutions segment are the same as those described in the summary of significant accounting policies.

The measure of segment assets is reported on our Condensed Consolidated Balance Sheets as total assets, and the chief operating decision maker (“CODM”) assesses performance and decides how to allocate resources based on net income as reported in our Consolidated Statements of Income.

The CODM reviews revenues and expenses at the consolidated level as disclosed in our Consolidated Statements of Income and uses net income to evaluate income generated from segment assets (return on assets) in deciding whether to reinvest profits into our HR Solutions segment or into other areas of the entity, such as for acquisitions or to pay dividends.

Insperity | 2025 Third Quarter Form 10-Q

The measure of segment assets is reported on our Consolidated Balance Sheets as total assets, and the chief operating decision maker (“CODM”) assesses performance and decides how to allocate resources based on net income as reported in our Consolidated Statements of Operations.

The CODM reviews revenues and expenses at the consolidated level as disclosed in our Consolidated Statements of Operations and uses net income to evaluate income generated from segment assets (return on assets) in deciding whether to reinvest profits into our HR Solutions segment or into other areas of the entity, such as for acquisitions or to

Insperity | 2026 First Quarter Form 10-Q

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

pay dividends.

Net income is also used to monitor budget versus actual results and in competitive analysis by benchmarking to our competitors.

The competitive analysis and the monitoring of budgeted versus actual results are used in assessing the segment’s performance and in establishing management’s compensation.

Recently Adopted Accounting Pronouncements

In September 2025, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No.

2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software.

ASU 2025-06 removes all references to software development stages and requires capitalization of software costs when management has committed to the software project and it is probable the software will be completed and perform its intended use.

ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, and for interim periods within those annual periods, with early adoption permitted.

We early adopted ASU 2025-06 effective January 1, 2026 on a prospective basis and the impact of the adoption was not material to our Consolidated Financial Statements.

Other Balance Sheet Information

1 unchanged sentence

The following table summarizes our cash and investments in cash equivalents and marketable securities held by investment managers and overnight investments:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

(in millions)

7 unchanged sentences

Our cash and overnight holdings fluctuate based on the timing of clients’ payroll processing cycles.

Our cash, cash equivalents and marketable securities at September 30, 2025 and December 31, 2024 included $ 284 million and $ 830 million, respectively, of funds associated with federal and state income tax withholdings, employment taxes, and other payroll deductions, as well as $ 36 million and $ 91 million, respectively, in client prepayments.

In addition, $ 440 million of client employee retention tax credits received on their behalf from the Internal Revenue Service during the fourth quarter of 2024 were distributed to clients in early 2025.

Insperity | 2025 Third Quarter Form 10-Q

Our cash, cash equivalents and marketable securities at March 31, 2026 and December 31, 2025 included $ 415 million and $ 468 million, respectively, of funds associated with federal and state income tax withholdings, employment taxes, and other payroll deductions, as well as $ 104 million and $ 135 million, respectively, in client prepayments.

Insperity | 2026 First Quarter Form 10-Q

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

The following table summarizes our cash, cash equivalents, restricted cash, funds held for clients, and deposits - workers’ compensation as reported in our Consolidated Statements of Cash Flows:

Nine Months Ended September 30,

Three Months Ended March 31,

(in millions)

21 unchanged sentences

• Level 3 - significant unobservable inputs

Insperity | 2025 Third Quarter Form 10-Q

Insperity | 2026 First Quarter Form 10-Q

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

The following table summarizes the levels of fair value measurements of our financial assets:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

(in millions)

12 unchanged sentences

Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value

September 30, 2025

March 31, 2026

Treasury bills $ 18 $ — $ — $ 18

1 unchanged sentence

Treasury bills $ 18 $ — $ — $ 18

As of September 30, 2025, the contractual maturities of all marketable securities in our portfolio were less than one year.

As of March 31, 2026, the contractual maturities of all marketable securities in our portfolio were less than one year.

Fair Value of Other Financial Instruments

The carrying amounts of cash, cash equivalents, restricted cash, accounts receivable, deposits and accounts payable approximate their fair values due to the short-term maturities of these instruments.

As of September 30, 2025, the carrying value of borrowings under our revolving credit facility approximates fair value and was classified as Level 2 in the fair value hierarchy.

As of March 31, 2026, the carrying value of borrowings under our revolving credit facility approximates fair value and was classified as Level 2 in the fair value hierarchy.

Please read Note 5, “ Long-Term Debt ,” for additional information.

Long-Term Debt

We have a revolving credit facility (the “Facility”) with a borrowing capacity of up to $ 650 million.

We have a revolving credit facility (the “Facility”) with a revolving credit commitment of $ 750 million.

The Facility may be further increased to $ 800 million based on the terms and subject to the conditions set forth in the agreement relating to the Facility (as amended, the “Credit Agreement”).

1 unchanged sentence

Our obligations under the Facility are secured by 100 % of the stock of our captive insurance subsidiary and are guaranteed by all of our subsidiaries other than our captive insurance subsidiary and certain other excluded subsidiaries.

At September 30, 2025, our outstanding balance on the Facility was $ 369 million, and we had an outstanding $ 1 million letter of credit issued under the Facility, resulting in an available borrowing capacity of $ 280 million.

The Facility matures on June 30, 2027 .

Borrowings under the Facility bear interest at an annual rate equal to an alternate base rate or Adjusted Term SOFR for term SOFR loans, in either case plus an applicable margin.

Adjusted Term SOFR is a forward-looking term rate based on the secured overnight financing rate plus a spread adjustment, which ranges from 0.10 % to 0.25 % depending on the interest period and type of loan.

Depending on our leverage ratio, the applicable margin

Insperity | 2025 Third Quarter Form 10-Q

At March 31, 2026, our outstanding balance on the Facility was $ 369 million, and we had an outstanding $ 1 million letter of credit issued under the Facility, resulting in unused commitment of $ 380 million.

Insperity | 2026 First Quarter Form 10-Q

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

varies (1) in the case of SOFR loans, from 1.50 % to 2.25 % and (2) in the case of alternate base rate loans, from 0.00 % to 0.50 %.

The alternate base rate is the highest of (1) the prime rate most recently published in The Wall Street Journal, (2) the federal funds rate plus 0.50 %;

and (3) the Adjusted Term SOFR rate plus 2.00 %.

We also pay an unused commitment fee on the average daily unused portion of the Facility at a rate of 0.25 % per year.

The average interest rate for the nine month period ended September 30, 2025 was 6.2 %.

Interest expense and unused commitment fees are recorded in other income (expense).

The Facility contains both affirmative and negative covenants that we believe are customary for arrangements of this nature.

1 unchanged sentence

In addition, the Credit Agreement requires us to comply with financial covenants limiting our total funded debt, minimum interest coverage ratio, and maximum leverage ratio.

Effective March 31, 2025, we amended the Facility to exclude dividends from the interest coverage ratio financial covenant.

We were in compliance with all financial covenants under the Credit Agreement at September 30, 2025.

During 2025, we amended the Facility to exclude dividends from the interest coverage ratio financial covenant and increase the maximum leverage ratio.

We were in compliance with all financial covenants under the Credit Agreement at March 31, 2026.

The Facility matures on December 15, 2028 .

Borrowings under the Facility bear interest at an annual rate equal to an alternate base rate or Term SOFR for term SOFR loans, in either case plus an applicable margin.

Term SOFR is a forward-looking term rate based on the secured overnight financing rate.

Depending on our leverage ratio, the applicable margin varies (1) in the case of SOFR loans, from 1.50 % to 2.50 % and (2) in the case of alternate base rate loans, from 0.50 % to 1.50 %.

The alternate base rate is the highest of (1) the prime rate most recently published in The Wall Street Journal, (2) the federal funds rate plus 0.50 %;

and (3) the Term SOFR rate plus 2.00 %.

We also pay an unused commitment fee on the average daily unused portion of the Facility at a rate of 0.25 % per year.

The average interest rate for the three month period ended March 31, 2026 was 5.7 %.

Interest expense and unused commitment fees are recorded in other income (expense).

Stockholders' Equity

During the nine months ended September 30, 2025, we repurchased or withheld an aggregate of 225,459 shares of our common stock, as described below.

During the three months ended March 31, 2026, we repurchased or withheld an aggregate of 170,915 shares of our common stock, as described below.

Repurchase Program

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The purchases may be made from time to time in the open market or directly from stockholders at prevailing market prices based on market conditions and other factors.

During the nine months ended September 30, 2025, 45,000 shares were repurchased under the Repurchase Program.

As of September 30, 2025, we were authorized to repurchase an additional 1,407,764 shares under the Repurchase Program.

During the three months ended March 31, 2026, no shares were repurchased under the Repurchase Program.

As of March 31, 2026, we were authorized to repurchase an additional 1,407,764 shares under the Repurchase Program.

Withheld Shares

During the nine months ended September 30, 2025, we withheld 180,459 shares to satisfy tax withholding obligations for the vesting of long-term incentive and restricted stock unit awards.

During the three months ended March 31, 2026, we withheld 170,915 shares to satisfy tax withholding obligations for the vesting of long-term incentive and restricted stock unit awards.

The Board declared and paid quarterly dividends as follows:

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First quarter $ 0.60 $ 0.60

Second quarter 0.60 0.60

Third quarter 0.60 0.60

During the nine months ended September 30, 2025 and 2024, we declared and paid dividends totaling $ 68 million and $ 67 million, respectively.

During the three months ended March 31, 2026 and 2025, we declared and paid dividends totaling $ 23 million in both periods.

Earnings Per Share

Basic EPS is computed by dividing net income by the weighted average number of common shares outstanding during the period.

Diluted EPS is computed by dividing net income by the weighted average number of common shares outstanding during the period, plus the dilutive effect of time-based and performance-based restricted stock units (“RSUs”).

Insperity | 2025 Third Quarter Form 10-Q

Basic EPS is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period.

Diluted EPS is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period, plus the dilutive effect of time-based and performance-based restricted stock units (“RSUs”).

Insperity | 2026 First Quarter Form 10-Q

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes net income and basic and diluted shares used in the earnings per share computations:

Three Months Ended

September 30, Nine Months Ended

September 30,

The following table summarizes the net income and the basic and diluted shares used in the earnings per share computations:

Three Months Ended March 31,

(in millions)

Net income (loss) $ ( 20 ) $ 3 $ 26 $ 100

Net income $ 33 $ 51

Weighted average common shares outstanding 38 38

Adjusted weighted average common shares outstanding 38 38

Potentially dilutive securities not included in weighted average shares calculation due to anti-dilutive effect

Potentially dilutive securities not included in weighted average share calculation due to anti-dilutive effect 1 —

Commitments and Contingencies

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While the results of litigation cannot be predicted with certainty, management believes the final outcome of such litigation will not have a material adverse effect on our financial position or results of operations.

Insperity | 2025 Third Quarter Form 10-Q

Insperity | 2026 First Quarter Form 10-Q

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

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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-Q

Item 1. Financial Statements