November 2, 2025                        

Mr. James D. Allison

CFO, Insperity Holdings, Inc.

19001 Crescent Springs Drive

Kingwood, TX 77339

Re: 2026 Insperity and UnitedHealthcare Health Agreement Extension

Dear Jim:

UnitedHealthcare is very pleased to provide Insperity with this Letter of Agreement which includes the proposed modifications to the existing contracts between UnitedHealthcare Insurance Company (“UnitedHealthcare”) and Insperity Holdings, Inc. (“Insperity”).

Upon execution, this Letter of Agreement and the attached Exhibit A will constitute a legally binding agreement as to the principal terms of amendments to the Minimum Premium Financial Agreement and the Minimum Premium Administrative Services Agreement, each by and between Insperity and UnitedHealthcare, as amended and restated from time to time (collectively, the “Medical Definitive Agreements”). The parties agree that such Amendments shall be prepared and executed as soon as possible.

Except as otherwise set forth herein, the terms and conditions of any eventual modifications to the Medical Definitive Agreements will be only as set forth in any subsequent amendment(s) signed by the parties.

Insperity and UnitedHealthcare acknowledge and agree that the terms and conditions of this letter and the attached Exhibit A relating to the Medical Agreements, including the existence thereof, are subject to the provisions of Section 5(e) of the Minimum Premium Administrative Services Agreement (relating to publicity of the arrangement). As such, Insperity and UnitedHealthcare each agree not to make any unauthorized disclosure or public announcement concerning the subject matter thereof without the written consent of the other except to the extent required by law.

On behalf of UnitedHealthcare and the members that we are honored to serve with Insperity, I thank you yet again Jim for the many years of support and consideration between our two organizations.

If this Letter of Agreement and the terms set forth in Exhibit A are in accordance with your understanding of the proposed modifications to our existing contracts, please sign below and return an executed copy to me. Should you have any questions, please call me at ([ ]) [ ].

Best Regards,                    

For consistency, clarity and ease of communication, this Exhibit A uses certain defined terms from the Medical Definitive Agreements between Insperity and UnitedHealthcare (UHC) (together the “Parties”), the provisions of which are hereby amended effective January 1, 2026, unless otherwise indicated.

As part of this Exhibit A, the Parties desire to modify the Medical Definitive Agreements, including to extend the term of the agreement until December 31, 2028. The Parties have also agreed to [ ] the [ ] (see below), for the duration of the revised agreement.

1)    For avoidance of doubt, the [ ] previously agreed to in the Medical Definitive Agreements by the Parties remain unchanged.

2)    The Parties agree:

a)    The Parties agree that the UnitedHealthcare [ ] shall be as follows:

b)    UnitedHealthcare shall provide the following [ ] on a trailing quarterly basis to Insperity per specified [ ], on each occasion such a [ ] is [ ], as follows:

The amounts set forth above for 2027 and 2028 are [ ] to be applied following the annual update of the [ ] applicable to Insperity and standard fully-insured large group UnitedHealthcare customers in the states where Insperity’s plans are sitused. The Parties agree that the [ ] set forth above for 2027 and 2028 will be [ ] as necessary to [ ] with [ ] as negotiated by the Parties in good faith.

c)    UnitedHealthcare will continue the “[ ]”, as such term is defined in the letter agreement dated March 26, 2025 between the Parties (March 2025 LOA) for each “[ ]” covered for health insurance ([ ]) under the Medical Definitive Agreements. For avoidance of doubt, the [ ] of the [ ] and the years corresponding to the dates specified in the March 2025 LOA shall be adjusted to reflect the years specified below, and the other terms applicable to the [ ].

d)    The [ ] and [ ] portion payable to UnitedHealthcare shall [ ] at [ ].

e)    The pooling feature will continue to be made available as an option to Insperity for the 2026, 2027 and 2028 calendar years at the following attachment levels and charges:

The decision to accept the pooling feature and at what level shall be made by Insperity no later than December 31st each year.

* The Parties agree that the [ ] for 2027 and 2028 [ ] set based on [ ], with no [ ] in [ ] of UnitedHealthcare’s [ ], plus any applicable [ ] associated with the pooling feature, as [ ] by the Parties in good faith, with [ ] delivery no later than October 15 each year.

f)    In the event of fundamental regulatory or [ ] changes that materially alter the financial structure of the [ ] of [ ] subject to [ ] under Section 2(b) of this Exhibit A to the letter agreement, the Parties agree to mutually negotiate in good faith changes to this Exhibit A with no less than a [ ] notice requirement from UnitedHealthcare before any changes are implemented.

g)    The [ ] credit is earned for calendar year 2025 and will be paid by UnitedHealthcare to Insperity in 2026 but shall be eliminated for future years.

HOUSTON – November 3, 2025 – Insperity, Inc. (NYSE: NSP), a leading provider of human resources and business performance solutions for America’s best businesses, today reported results for the third quarter ended September 30, 2025. Insperity will be hosting a conference call today at 5:00 p.m. ET to discuss these results, our updated 2025 outlook, and perspectives on expected 2026 key drivers of growth and profitability. We will be posting an accompanying presentation to our investor website at http://ir.insperity.com.

•Q3 revenues up 4% year-over-year

•Q3 average paid WSEEs up 1% to 312,842

•Q3 net loss of $20 million; adjusted EBITDA of $10 million

•Q3 diluted EPS of $(0.53); adjusted EPS of $(0.20)

•YTD average paid WSEEs up 1% to 309,327

•YTD net income of $26 million; adjusted EBITDA of $144 million

•YTD diluted EPS of $0.69; adjusted EPS of $1.63

•Return to shareholders of $87 million during the first nine months of 2025 through the repurchase of 225,000 shares at a cost of $19 million and $68 million in cash dividends

•UHC contract extended through 2028 providing significant cost savings, lower risk, and strategic alignment

•HRScale (Insperity/Workday joint solution) product rollout underway

“We are actively working to position Insperity for sustainable profitability at normal historical levels as we execute on our plan in response to unexpected, elevated healthcare cost trend. We are simultaneously taking assertive actions, including through the new contract with UnitedHealthcare, and will continue to focus on attracting and retaining the right clients at the right price and prudently managing expenses,” said Paul J. Sarvadi, Insperity chairman and chief executive officer. “We are also pleased to announce the official rollout of HRScale, our strategic joint development offering with Workday. We believe this offering will position Insperity uniquely within the marketplace and serve as a catalyst for future growth. While we are making progress in the areas we can control, the macro pressures affecting our business remain significant and we recognize there is more work to do to deliver the results we know Insperity can produce.”

The average number of worksite employees (“WSEE”) paid per month increased 1% from Q3 2024 to 312,842 WSEEs. Revenues in Q3 2025 increased 4% to $1.6 billion on a 3% increase in revenue per WSEE on higher pricing and the increase in paid WSEEs.

Gross profit decreased 15% to $195 million in Q3 2025 from $229 million in Q3 2024 due primarily to higher-than-expected benefits costs. Higher Q3 2025 healthcare costs were driven by elevated inpatient, outpatient and pharmacy trends and frequency of large claim activity.

“We are pleased to announce a multi-year contract extension with UnitedHealthcare which provides significant cost reductions and reduces our pooling level for large claims to $500,000 beginning on January 1, 2026. We expect these changes will provide outstanding value for plan participants and help address the challenging employee benefits cost trend environment,” said James D. Allison, executive vice president of finance, chief financial officer and treasurer. “We believe the structure of the agreement improves our financial outlook substantially for 2026 and enhances strategic alignment for growth and profitability in subsequent years.”

Operating expenses decreased 4% to $220 million in Q3 2025 from $228 million in Q3 2024. Operating expenses included $11 million and $19 million for our Workday strategic partnership in Q3 2025 and Q3 2024, respectively.

Reported net loss was $20 million and diluted EPS was $(0.53). Adjusted EBITDA and adjusted EPS were $10 million and $(0.20), respectively.

The average number of WSEEs paid per month increased 1% from 2024 to 309,327 WSEEs. Revenues increased by 4% to $5.1 billion on a 3% increase in revenue per WSEE and the increase in paid WSEEs.

Gross profit decreased 13% to $728 million primarily due to unfavorable results from our benefits costs program, offset in part by increased pricing and favorability in other direct cost areas.

Operating expenses declined 1% to $692 million as compared to the 2024 period. Operating expenses included $38 million for our Workday strategic partnership in YTD 2025.

Reported net income and diluted EPS were $26 million and $0.69, respectively. Adjusted EBITDA and adjusted EPS were $144 million and $1.63, respectively.

Cash outlays in the first nine months of 2025 included the repurchase of approximately 225,000 shares of our common stock at a cost of $19 million, dividends totaling $68 million, and capital expenditures of $22 million. Adjusted cash at September 30, 2025 totaled $120 million and we had outstanding borrowings of $370 million under our $650 million credit facility.

The company also announced its updated guidance for 2025, including the fourth quarter of 2025. Please refer to the accompanying financial tables at the end of this press release for the reconciliation of non-GAAP financial measures to the comparable GAAP financial measures.

Average WSEEs paid — Determined by calculating the company’s cumulative WSEEs paid during the period divided by the number of months in the period.

Adjusted EPS — Represents diluted net income per share computed in accordance with GAAP, excluding the impact of non-cash stock-based compensation.

Adjusted EBITDA — Represents net income computed in accordance with GAAP, plus interest expense, income taxes, depreciation and amortization expense, amortization of SaaS implementation costs and non-cash stock-based compensation.

Insperity will be hosting a conference call today at 5:00 p.m. ET to discuss these results and the guidance discussed in this press release, and answer questions from investment analysts. To listen in, call 888-506-0062 and use conference i.d. number 663681. The call will also be webcast at http://ir.insperity.com. The conference call script will be available at the same website later today. A replay of the conference call will be available at 877-481-4010, conference i.d. number 53083. The webcast will be archived for one year.

Since 1986, Insperity’s mission has been to help businesses succeed so communities prosper. Offering a suite of the most comprehensive, scalable HR solutions available in the marketplace, Insperity is defined by an unrivaled breadth and depth of services and level of care. Through an optimal blend of premium HR service and technology, Insperity delivers the administrative relief, reduced liabilities and better benefit solutions that businesses need to drive performance and growth. With 2024 revenues of $6.6 billion and more than 90 sales offices throughout the U.S., Insperity is currently making a difference in thousands of businesses and communities nationwide. For more information, visit http://www.insperity.com.

The statements contained herein that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. You can identify such forward-looking statements by the words “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “forecasts,” “likely,” “possibly,” “probably,” “could,” “goal,” “opportunity,” “objective,” “target,” “assume,” “outlook,” “guidance,” “predicts,” “appears,” “indicator” and similar expressions. Forward-looking statements involve a number of risks and uncertainties. In the normal course of business, in an effort to help keep our stockholders and the public informed about our operations, from time to time, we may issue such forward-looking statements, either orally or in writing. Generally, these statements relate to business plans or strategies, including our strategic partnership with Workday, Inc.; projected or anticipated benefits or other consequences of such plans or strategies; or projections involving anticipated revenues, earnings, average number of worksite employees, benefits and workers’ compensation costs, or other operating results. We base these forward-looking statements on our current expectations, estimates and projections. We caution you that these statements are not guarantees of future performance and involve risks, uncertainties and assumptions that we cannot predict. In addition, we have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. Therefore, the actual results of the future events described in such forward-looking statements could differ materially from those stated in such forward-looking statements. Among the factors that could cause actual results to differ materially are:

•adverse economic conditions;

•failure to comply with or meet client expectations regarding certain COVID-19 relief programs, including the federal employee retention tax credit program;

•bank failures or other events affecting financial institutions;

•labor shortages, increasing competition for highly skilled workers, and evolving employee expectations regarding the workplace;

•impact of inflation and changes in U.S. trade policy;

•vulnerability to regional economic factors because of our geographic market concentration;

•failure to comply with covenants under our credit facility;

•impact of a future outbreak of highly infectious or contagious disease;

•our liability for WSEE payroll, payroll taxes and benefits costs, or other liabilities associated with actions of our client companies or WSEEs, including if our clients fail to pay us;

•increases in health insurance costs and workers’ compensation rates and underlying claims trends, health care reform, financial solvency of workers’ compensation carriers, other insurers or financial institutions, state unemployment tax rates, liabilities for employee and client actions or payroll-related claims;

•an adverse determination regarding our status as the employer of our WSEEs for tax and benefit purposes and an inability to offer alternative benefit plans following such a determination;

•cancellation of client contracts on short notice, or the inability to renew client contracts or attract new clients;

•the ability to secure competitive replacement contracts for health insurance and workers’ compensation insurance at expiration of current contracts;

•regulatory and tax developments and possible adverse application of various federal, state and local regulations;

•failure to manage growth of our operations and the effectiveness of our sales and marketing efforts;

•the impact of the competitive environment and other developments in the human resources services industry, including the professional employer organization (or PEO) industry, on our growth and/or profitability;

•an adverse final judgment or settlement of claims against Insperity;

•disruptions of our information technology systems or failure to enhance our service and technology offerings to address new regulations or client expectations;

•our liability or damage to our reputation relating to disclosure of sensitive or private information as a result of data theft, cyberattacks or security vulnerabilities;

•failure of third-party providers, such as financial institutions, data centers or cloud service providers;

•our ability to fully realize the anticipated benefits of our strategic partnership and joint solution with Workday, Inc.; and

•our ability to integrate or realize expected returns on future product offerings, including through acquisitions, strategic partnerships, and investments.

These factors are discussed in further detail in Insperity’s filings with the U.S. Securities and Exchange Commission. Any of these factors, or a combination of such factors, could materially affect the results of our operations and whether forward-looking statements we make ultimately prove to be accurate.

Any forward-looking statements are made only as of the date hereof and, unless otherwise required by applicable securities laws, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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

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(1)Revenues per WSEE per month are comprised of gross billings per WSEE per month less WSEE payroll costs per WSEE per month as follows:

Non-GAAP financial measures are not prepared in accordance with GAAP and may be different from non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. Investors are encouraged to review the reconciliation of the non-GAAP financial measures used to their most directly comparable GAAP financial measures as provided in the tables below.

Following is a reconciliation of payroll cost (GAAP) to non-bonus payroll costs (non-GAAP):

Following is a reconciliation of cash, cash equivalents and marketable securities (GAAP) to adjusted cash, cash equivalents and marketable securities (non-GAAP):

Following is a reconciliation of net income (loss) (GAAP) to EBITDA (non-GAAP) and adjusted EBITDA (non-GAAP):

Following is a reconciliation of net income (loss) (GAAP) to adjusted net income (loss) (non-GAAP):

Following is a reconciliation of diluted EPS (GAAP) to adjusted EPS (non-GAAP):

The following is a reconciliation of GAAP to non-GAAP financial measures for fourth quarter and full year 2025 guidance: