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INSPERITY, INC.

For the period ended Sep 30, 2025. Filed Nov 4, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 4, 2025

NSP$49.41-0.8%Stored close · as of Nov 9, 2026

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Long-Term Debt

5.Long-Term Debt

We have a revolving credit facility (the “Facility”) with a borrowing capacity of up to $650 million. The Facility may be further increased to $700 million based on the terms and subject to the conditions set forth in the agreement relating to the Facility (as amended, the “Credit Agreement”). The Facility is available for working capital and general corporate purposes, including acquisitions, stock repurchases and issuances of letters of credit. 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-Q17

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. Covenants include, but are not limited to, limitations on our ability to incur additional indebtedness, sell material assets, retire, redeem or otherwise reacquire our capital stock, acquire the capital stock or assets of another business, make investments and pay dividends. 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.

6.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.

Repurchase Program

Our Board of Directors (the “Board”) has authorized a program to repurchase shares of our outstanding common stock (“Repurchase Program”). 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.

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.

Dividends

The Board declared and paid quarterly dividends as follows:

(amounts per share)20252024
First quarter$0.60$0.57
Second quarter0.600.60
Third quarter0.600.60

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

7.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-Q18

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,
(in millions)2025202420252024
Net income (loss)$(20)$3$26$100
Weighted average common shares outstanding38383838
Adjusted weighted average common shares outstanding38383838
Potentially dilutive securities not included in weighted average shares calculation due to anti-dilutive effect1—1—
8.Commitments and Contingencies

Litigation

We are a defendant in various lawsuits and claims arising in the normal course of business. Management believes it has valid defenses in these cases and is defending them vigorously. 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-Q19
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.