Trinet Group TNET Form 10-Q filing Q3 FY2025

TRINET GROUP, INC.

Form 10-Q - Quarterly Report

For the Quarterly Period Ended September 30, 2025

Condensed Consolidated Statements of Income and Comprehensive Income 29 Condensed Consolidated Balance Sheets 30 Condensed Consolidated Statements of Stockholders' Equity 31 Condensed Consolidated Statements of Cash Flows 32 Notes to Condensed Consolidated Financial Statements 33 Note 1. Description of Business and Significant Accounting Policies 33 Note 2. Cash, Cash Equivalents and Investments - Unrestricted and Restricted 36 Note 3. Investments 37 Note 4. Accrued Workers' Compensation Costs 39 Note 5. Commitments and Contingencies 39 Note 6. Stock Based Compensation 40 Note 7. Stockholders' Equity 41 Note 8. Income Taxes 42 Note 9. Earnings Per Share 43 Note 10. Restructuring 43 Note 11. Segment Information 43 Management’s Discussion and Analysis of Financial Condition and Results of Operations Part I, Item 2. 7 Quantitative and Qualitative Disclosures About Market Risk Part I, Item 3. 27 Controls and Procedures Part I, Item 4. 28 Legal Proceedings Part II, Item 1. 45 Risk Factors Part II, Item 1A. 45 Unregistered Sales of Equity Securities and Use of Proceeds Part II, Item 2. 45 Defaults Upon Senior Securities Part II, Item 3. 45 Mine Safety Disclosures Part II, Item 4. 45 Other Information Part II, Item 5. 45 Exhibits Part II, Item 6. 46

GLOSSARY

Glossary of Acronyms and Abbreviations

Acronyms and abbreviations are used throughout this report, particularly in Part I, Item 1. Unaudited Condensed Consolidated Financial Statements and Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

GLOSSARY

SBC Stock Based Compensation

SEC U.S. Securities and Exchange Commission

Senior Notes The 2029 Notes and the 2031 Notes

SMB Small and medium-size business

TriNet Clarus R+D Clarus R+D Solutions, LLC, which was sold in the first quarter of 2025

TriNet Trust A legal trust that holds ASO client funds for remittance to ASO Users, tax authorities and certain other recipients

U.S. United States of America

VIE Variable interest entity

WSE A worksite employee who is co-employed by, or otherwise receiving services from a TriNet PEO

TRINET 5 2025 Q3 FORM 10-Q

Non-GAAP Financial Measures within our MD&A for definitions and reconciliations from GAAP measures.

Website Disclosures

We use our website (www.trinet.com) to announce material non-public information to the public and to comply with our disclosure obligations under Reg FD. We also use our website to communicate with the public about our Company, our services, and other matters. Our SEC filings, press releases and recent public conference calls and webcasts can also be found on our website. The information we post on our website could be deemed to be material information under Reg FD. We encourage investors and others interested in our Company to review the information we post on our website. Information contained in or accessible through our website is not a part of this report.

Our Company is the sole owner of the trademark “TriNet” and other trademarks appearing in this report. Our Company does not intend to use or display trade names or trademarks owned by others in a manner that would imply any form of association with any of those companies.

Item 1.29. Unaudited Condensed Consolidated Financial Statements

FINANCIAL STATEMENTS

See accompanying notes.

FINANCIAL STATEMENTS

See accompanying notes.

FINANCIAL STATEMENTS

See accompanying notes.

FINANCIAL STATEMENTS

See accompanying notes.

FINANCIAL STATEMENTS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Description of Business

TriNet Group, Inc. (TriNet, or the Company, we, our and us) provides comprehensive HCM solutions for small and medium-size businesses under both a PEO model and an HRIS services model. These HCM solutions include multi-state payroll processing and tax administration, employee benefits programs, including health insurance and retirement plans, workers' compensation insurance and claims management, employment and benefit law compliance, and other HR-related services. Through our PEO service model, we are the employer of record for certain employment-related administrative and regulatory purposes for WSEs, including:

• compensation through wages and salaries,
• certain employer payroll-related tax payments,
• employee payroll-related tax withholdings and payments,
• employee benefit programs, including health and life insurance, and
• workers' compensation coverage.

Our PEO clients are responsible for the day-to-day job responsibilities of the WSEs.

Through our HRIS and ASO services models, we provide cloud-based HCM services to SMBs that allows them to manage hiring, onboarding, employee information, payroll processing, payroll tax administration, health insurance, and other benefits, from a single cloud-based software platform. We are not the co-employer or employer of record for such employees.

We operate in one reportable segment. All of our service revenues are generated from external clients. Less than 1% of our revenue is generated outside of the U.S.

Basis of Presentation and Basis of Consolidation

These unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial reporting and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X of the Rules and Regulations of the Securities and Exchange Commission. The unaudited condensed consolidated financial statements include the accounts of the Company and an entity consolidated under the variable interest model. Intercompany balances and transactions have been eliminated. Certain information and note disclosures included in our annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the condensed consolidated financial statements reflect all adjustments, that are normal and recurring in nature, necessary for fair financial statement presentation. The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the operating results anticipated for the full year. These financial statements should be read in conjunction with the audited Consolidated Financial Statements included in Part II, Item 8. Financial Statements and Supplementary Data of our Annual Report on Form 10-K for the year ended December 31, 2024. Certain prior year amounts have been reclassified to conform to current period presentation.

When entering into contractual arrangements with other entities, we assess whether we have a variable interest. If we determine that we have a variable interest, we then determine whether the arrangement is with a variable interest entity ("VIE"). If the arrangement is with a VIE, we assess whether we are the primary beneficiary of the VIE by identifying the most significant activities and determining who has the power over those activities and who has the obligation to absorb the majority of the losses or benefits of the VIE. We consolidate a VIE when we have the power to direct activities that most significantly affect the economic performance of the VIE and have the obligation to absorb the majority of their losses or benefits, making us the primary beneficiary.

Periodically, we assess whether any changes in our interest or relationship with the entity affect our determination of whether the entity is a VIE and, if so, whether we are the primary beneficiary.

In December 2023, we created a trust ("TriNet Trust") for the purpose of holding ASO clients' payroll funds for the remittance to ASO Users, tax authorities and other recipients. TriNet Trust's assets are restricted and can only be used for payments on behalf of ASO clients, repayments of any advances from TriNet, or payments to TriNet of interest income earned on the balances of TriNet Trust. In the event of any losses, creditors to the Trust have

FINANCIAL STATEMENTS

recourse to TriNet Trust's property and not that of TriNet overall. The risks associated with the Trust are similar to those that currently exist for the Company such as banking losses in excess of FDIC insurance levels, interest rate and market conditions.

We determined that TriNet Trust meets the definition of a variable interest entity and as the primary beneficiary we have both the power to direct TriNet Trust’s activities that most significantly affect its performance and we have the right to receive benefits from TriNet Trust, in the form of interest income. As a result, TriNet Trust is consolidated into our financial statements. During the first quarter of 2024, TriNet Trust assumed ownership and responsibility of certain bank accounts that hold HRIS client funds and assumed related liabilities.

The following table presents the assets and liabilities of TriNet Trust which are included in our condensed consolidated balance sheet. These amounts on any particular date can vary due to timing of cash receipts and remittances related to the payroll processing activities of our clients.

Reclassifications

Income Statement

Certain prior year amounts on the Condensed Consolidated Statement of Income and Comprehensive Income have been reclassified to conform to current period presentation. Specifically, interest income previously included in the former Other income (expense) category is now classified as a component of Total revenue. Similarly, Interest expense, bank fees and other has been reclassified as part of total expenses. These reclassifications eliminate the profitability measure of Operating Income on our Condensed Consolidated Statement of Income and Comprehensive Income, which is not a key measure of profitability used by management.

Statement of Cash Flows

Certain prior year amounts on the Condensed Consolidated Statements of Cash Flows have also been reclassified to conform to current period presentation, with no impact on the Condensed Consolidated Statements of Income and Comprehensive Income, Condensed Consolidated Statement of Balance Sheets and Condensed Consolidated Statements of Stockholders' Equity. In particular, changes in WSE related assets and liabilities were previously reported within operating activities and are now reclassified into financing activities to better reflect operating activities excluding the impact of client cash flows.

FINANCIAL STATEMENTS

Use of Estimates

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect certain reported amounts and related disclosures.

These estimates are based on historical experience and on various other assumptions that we believe to be reasonable from the facts available to us. Some of the assumptions are highly uncertain at the time of estimation. To the extent actual experience differs from the assumptions used, our condensed consolidated financial statements could be materially affected.

Accrued Health Insurance Costs

We sponsor and administer a number of employee benefit plans for our PEO WSEs, including group medical, dental, and vision as an employer plan sponsor under section 3(5) of the ERISA. In the nine months ended September 30, 2025, the majority of our group health insurance costs were related to risk-based plans. Our remaining group health insurance costs were for guaranteed-cost policies.

Accrued health insurance costs are established to provide for the estimated unpaid costs of reimbursing the carriers for paying claims within the deductible layer in accordance with risk-based health insurance policies. These accrued costs include estimates for claims incurred but not paid. We assess accrued health insurance costs regularly based upon actuarial studies that include other relevant factors such as current and historical claims payment patterns, plan enrollment and medical trend rates.

In certain carrier contracts we are required to prepay our obligations for the expected claims activity for subsequent periods. These prepaid balances by agreement permit net settlement of obligations and offset the accrued health insurance costs. As of September 30, 2025 and December 31, 2024, prepayments and miscellaneous receivables offsetting accrued health insurance costs were $118 million and $60 million, respectively. When the prepaid amount is in excess of our recorded liability, the net asset position is included in prepaid expenses. As of September 30, 2025 and December 31, 2024, accrued health insurance costs offsetting prepaid expenses were $27 million and $90 million, respectively.

Revenue Recognition

Interest Income

We recognize interest income on cash and investments as revenue because the collection and processing of funds held for the benefit of our clients are critical components of providing these services. Interest income is recognized when earned. Our portion of any interest income received from tax jurisdictions related to tax refunds is recognized when the timing and amounts of the interest are determinable.

Other Payroll Assets and Payroll Tax Liabilities and Other Payroll Withholdings

FINANCIAL STATEMENTS

Included in other payroll assets are expected payroll tax refunds for which we have filed payroll tax returns claiming the refund with the IRS. Included in these receivables are ERTC and other credits that we have filed returns for on behalf of our clients. When we file a claim for a refund that will be passed on to our clients, we recognize a corresponding liability that is recognized in payroll tax liabilities and other payroll withholdings. We also have receivables from the IRS for ERTC claims where we have distributed portions of the receivables to our clients. As of September 30, 2025 and December 31, 2024, total ERTC receivables are $389 million and $831 million, respectively. Of this amount $20 million and $72 million have been distributed to our clients as of September 30, 2025 and December 31, 2024, respectively.

Leases

As of September 30, 2025, the establishment of our new corporate center in Atlanta and executing lease space has added $40 million to our future minimum lease payments and $19 million and $18 million to our operating lease ROU asset and liability, respectively.

Recent Accounting Pronouncements

Recently issued accounting guidance

Disaggregation of Income Statement Expenses

In December 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2024-03, Disaggregation of Income Statement Expenses, is to enhance the transparency and decision-usefulness of financial reporting by requiring public business entities to provide more detailed disclosures about the components of certain expense captions in their income statements. The ASU is effective for TriNet on a prospective basis for annual periods beginning after December 15, 2026. The Company is currently evaluating the provisions of this ASU.

Income Taxes

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances income tax disclosure requirements. The ASU mandates additional details in the income tax rate reconciliation, including quantitative thresholds for reconciling items, and requires disaggregation of income taxes paid by federal, state, and foreign jurisdictions, with further breakdowns for significant individual jurisdictions. The ASU is effective for TriNet on a prospective basis for annual periods beginning after December 15, 2024. The Company is currently evaluating the provisions of this ASU.

Internal-Use Software

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (ASU 2025-06) which amends the guidance in ASC 350-40, Intangibles—Goodwill and Other—Internal-Use Software. The amendments modernize the recognition and disclosure framework for internal-use software costs, removing the previous “development stage” model and introducing a more judgment-based approach. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, and for interim periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the provisions of this ASU.

NOTE 2. CASH, CASH EQUIVALENTS AND INVESTMENTS - UNRESTRICTED AND RESTRICTED

Under the terms of the agreements with certain of our workers' compensation and health benefit insurance carriers, we are required to maintain collateral in trust accounts for the benefit of specified insurance carriers and to reimburse the carriers’ claim payments within our deductible layer. We invest a portion of the collateral amounts in marketable securities. We report the current and noncurrent portions of these trust accounts as restricted cash, cash equivalents and investments on the condensed consolidated balance sheets.

We require our clients to prefund their payroll and related taxes and other withholding liabilities before payroll is processed or due for payment. This prefund, for PEO customers, as well as amounts held by our statutory trust for our HRIS Users, is included in restricted cash, cash equivalents and investments as payroll funds collected, which is designated to pay pending payrolls, payroll tax liabilities and other payroll withholdings. Also included in restricted cash are payroll tax refunds received that have not yet been remitted to clients pending our determination of allocation of payments to clients on these gross receipts from tax authorities.

We also invest available corporate funds, primarily in fixed income securities which meet the requirements of our corporate investment policy and are classified as AFS.

FINANCIAL STATEMENTS

Our total cash, cash equivalents and investments are summarized below:

NOTE 3. INVESTMENTS

The following tables summarize our financial instruments by significant categories and fair value measurement on a recurring basis as of September 30, 2025 and December 31, 2024 and the amortized cost, gross unrealized gains, gross unrealized losses, fair value of our AFS investments:

FINANCIAL STATEMENTS

Fair Value of Financial Instruments

We use an independent pricing source to determine the fair value of our securities. The independent pricing source utilizes various pricing models for each asset class, including the market approach. The inputs and assumptions for the pricing models are market observable inputs including trades of comparable securities, dealer quotes, credit spreads, yield curves and other market-related data.

We have not adjusted the prices obtained from the independent pricing service and we believe the prices received from the independent pricing service are representative of the prices that would be received to sell the assets at the measurement date (exit price).

The carrying value of the Company's cash equivalents and restricted cash equivalents approximate their fair values due to their short-term maturities.

We did not have any Level 3 financial instruments recognized in our condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024. There were no transfers between levels as of September 30, 2025 and December 31, 2024.

Sales and Maturities

The fair value of debt investments by contractual maturity are shown below:

The gross proceeds from sales and maturities of AFS securities and gross realized losses for the three and nine months ended September 30, 2025 and 2024 are presented below. We had immaterial gross realized gains from sales of investments for the three and nine months ended September 30, 2025 and 2024.

Fair Value of Long-Term Debt

As of September 30, 2025, our 2029 Notes and 2031 Notes were carried at their cost, net of issuance costs, and had a fair value of $469 million and $413 million, respectively. As of December 31, 2024, our 2029 Notes and 2031 Notes were carried at their cost, net of issuance costs, and had a fair value of $453 million and $408 million, respectively. The fair value of our 2029 Notes and 2031 Notes was obtained from a third-party pricing service and is based on observable market inputs. As such, the fair value of the Senior Notes is considered Level 2 in the hierarchy for fair value measurement.

Our 2021 Revolver is a floating rate debt. At September 30, 2025 and December 31, 2024, the fair value of our 2021 Revolver approximated its carrying value (exclusive of issuance costs). The fair value of our floating rate debt is estimated based on a discounted cash flow, which incorporates credit spreads, market interest rates and contractual maturities to estimate the fair value and is considered Level 3 in the hierarchy for fair value measurement. The entire outstanding balance of $90 million under our 2021 Revolver was paid off in July 2025.

FINANCIAL STATEMENTS

NOTE 4. ACCRUED WORKERS' COMPENSATION COSTS

The following table summarizes the accrued workers’ compensation cost activity for the three and nine months ended September 30, 2025 and 2024:

The following summarizes workers' compensation liabilities on the condensed consolidated balance sheets:

Incurred claims related to prior years represent changes in estimates for ultimate losses on workers' compensation claims. For the three months ended September 30, 2025, incurred losses from prior years primarily related to revisions in the severity on certain claims from older years. For the nine months ended September 30, 2025, the favorable development is due to lower than expected reported claim frequency and severity for the more recent years.

As of September 30, 2025 and December 31, 2024, we had $25 million and $26 million of collateral held by insurance carriers, respectively, of which $4 million was offset against accrued workers' compensation costs as the agreements permit and are net settled of insurance obligations against collateral held.

NOTE 5. COMMITMENTS AND CONTINGENCIES

Contingencies

We are and, from time to time, have been and may in the future become involved in various litigation matters, legal proceedings, regulatory investigations and claims arising in the ordinary course of our business, including disputes with our clients or various class action, collective action, representative action, and other proceedings arising from the nature of our co-employment relationship with our clients and WSEs in which we are named as a defendant. In addition, due to the nature of our co-employment relationship with our clients and WSEs, we could be subject to liability for federal and state law violations, even if we do not participate in such violations. While our agreements with our clients contain indemnification provisions related to the conduct of our clients, we may not be able to avail ourselves of such provisions in every instance. We have accrued our current best estimates of probable losses with respect to these matters, which are individually and in aggregate immaterial to our condensed consolidated financial statements.

While the outcome of the matters described above cannot be predicted with certainty, management currently does not believe that any such claims or proceedings will have a materially adverse effect on our condensed consolidated

FINANCIAL STATEMENTS

financial position, results of operations, or cash flows. However, the unfavorable resolution of any particular matter or our reassessment of our exposure for any of the above matters based on additional information obtained in the future could have a material impact on our condensed consolidated financial position, results of operations, or cash flows.

NOTE 6. STOCK BASED COMPENSATION

Restricted Stock Units (RSUs)

Time-based RSUs generally vest over a four-year term. Performance-based RSUs are subject to vesting requirements and are earned, in part, based on certain financial performance metrics as defined in the grant notice. Actual number of shares earned under performance-based RSUs may range from 0% to 200% of the target award. Performance-based awards granted in 2025 and 2024 are earned based on a single-year performance period subject to subsequent multi-year time-based vesting with 50% of the shares earned vesting in one year after the performance period and the remaining shares in the year after. RSUs are generally forfeited if the participant terminates service prior to vesting. The fair value of our RSUs is equal to the fair value of our common stock on the grant date.

The following tables summarize RSU activity for the nine months ended September 30, 2025:

Time-based RSUs

Performance-based RSUs

Stock Options

Stock options are granted to eligible employees at exercise prices equal to the fair market value of our common stock on the dates of grant. Stock options generally have a maximum contractual term of 10 years. Stock options vest after 3 years, and are generally forfeited if the employee terminates service prior to vesting.

The following table summarizes stock option activity for the nine months ended September 30, 2025:

FINANCIAL STATEMENTS

We estimated the fair value of stock options using the Black-Scholes option-pricing model. Because we do not have significant exercise history in granting stock options, we estimate the expected term using the simplified method. We estimate expected volatility using the daily historical trading data of our common shares. The table below summarizes the assumptions used.

The fair value of stock options is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:

Stock Based Compensation

Stock based compensation expense for stock-based awards made to our employees pursuant to our equity plans were as follows:

The table below summarizes unrecognized compensation expense as of September 30, 2025 associated with the following:

NOTE 7. STOCKHOLDERS’ EQUITY

Common Stock

The following table shows the beginning and ending balances of our issued and outstanding common stock for the three and nine months ended September 30, 2025 and 2024:

FINANCIAL STATEMENTS

Stock Repurchases

As of September 30, 2025, there was $129 million remaining in the total authorization of $2,715 million of our ongoing stock repurchase program.

Dividends

We paid common stock dividends of $0.25 per share in January 2025, and $0.275 per share in April and July 2025. We also declared common stock dividends of $0.275 per share paid in October 2025.

NOTE 8. INCOME TAXES

Our ETR was 32% and 23% for the third quarters of 2025 and 2024, and 28% and 25% for nine months ended September 30, 2025 and 2024, respectively. The increase in the rate as compared to the same periods of 2024 was primarily attributable to decreases in tax benefits for stock based compensation, decreases in excludable income for state tax purposes, and decreases in tax credits.

We have capital loss carryforwards of $3 million as of December 31, 2024. As a result of the sale of our wholly owned subsidiary Clarus, we generated approximately $9 million of capital loss carryforwards totaling $12 million which will begin to expire in 2027. We have recorded an increase in the valuation allowance of $9 million to reflect the estimated amount of deferred tax assets that may not be realized related to these capital loss carryforwards.

We are subject to tax in U.S. federal and various state and local jurisdictions, as well as Canada and India. We are open to federal and significant state income tax examinations for tax years 2019 and subsequent years.

FINANCIAL STATEMENTS

NOTE 9. EARNINGS PER SHARE

Basic EPS is computed based on the weighted average shares of common stock outstanding during the period. Diluted EPS is computed based on those shares used in the basic EPS computation, plus potentially dilutive shares issuable under our equity-based compensation plans using the treasury stock method. Shares that are potentially anti-dilutive are excluded.

The following table presents the computation of our basic and diluted EPS attributable to our common stock:

NOTE 10. RESTRUCTURING

During the fourth quarter of 2024, we completed a detailed review of our strategy and made several decisions that will narrow and intensify our focus on our U.S. PEO business. This will include winding down the software-only HRIS product as well as other immaterial products not directly related to our U.S. PEO business. In place of our software-only HRIS product, we will focus our ASO services to include both the software component, but also a significant service component similar to the types of services we provide to PEO clients.

In conjunction with this adjustment to our product offerings, we have implemented changes to our operating expense structure, including our staffing and office footprint.

As part of the restructuring initiatives, the Company incurred $2 million and $5 million of restructuring costs for the three and nine months ended September 30, 2025. These expenses are classified in G&A in our condensed consolidated statement of income and comprehensive income.

Severance costs include payments to colleagues, estimated reimbursements for COBRA payments and outplacement services. The following table is a summary of accrued severance and exit and disposal costs included within accounts payable and other current liabilities and accrued wages:

We expect to make payments for these liabilities during 2025 and into 2026. We expect the restructuring efforts to continue through 2026 and may recognize additional expenses as they are incurred.

FINANCIAL STATEMENTS

NOTE 11. SEGMENT INFORMATION

We operate in one reportable segment. Our chief operating decision maker for segment reporting purposes is our CEO, who uses the profitability and significant expense detail to allocate resources and assess performance based on key functions such as customer acquisition, customer service, and indirect costs.

The primary measure of profit or loss that the CEO uses is net income. The significant expenses used in these profit or loss reports align with the primary functions of the corresponding teams, with the exception of non-cash expenses such as depreciation, amortization and stock-based compensation as these expenses are not necessarily indicative of our ongoing operations. In this expense reporting methodology, overhead-type expenses, such as facilities and technology support for colleagues, are classified consistent with the primary function of the corresponding teams and not allocated to other significant expenses.

The table below provides the primary measure of profitability and detail regarding the significant expenses reviewed by our CEO.

(1) Other includes certain costs that are considered non-recurring such as restructuring costs.

OTHER INFORMATION

Item 1.45. Legal Proceedings

Legal Proceedings

For the information required in this section, refer to Note 5 in the condensed consolidated financial statements and related notes included in this Form 10-Q.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

MANAGEMENT'S DISCUSSION AND ANALYSIS

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Executive Summary

Overview

TriNet is a leading provider of HR solutions for SMBs. We offer advanced technology-enabled services that include human capital expertise, employee benefits such as health insurance and retirement plans, payroll and payroll tax administration, risk mitigation, and compliance consulting.

We deliver a comprehensive suite of services that help our clients administer and manage various HR-related needs and functions, such as compensation, benefits, payroll processing, tax credit support, employee data, health insurance, workers' compensation, EPLI and other employment risk mitigation programs, employee performance management and training, on-boarding and off-boarding, and other transactional HR needs using our PEO technology platform and benefits and compliance expertise.

We deliver our services primarily through our PEO services that we provide via our co-employment model, and to a lesser extent, through our ASO-only services, which provides payroll processing, HR administration and compliance management solutions outside of the co-employment model.

Operational Highlights

Our consolidated results for the nine months ended September 30, 2025 reflect our continuing efforts to serve our clients, attract new clients, manage expenses and invest in our platform.

So far in 2025, we:

• made progress on the strategic restructuring initiatives to focus our business on our core value proposition, growing ASO, and the efficiency and effectiveness of our operations, including the sale of TriNet Clarus R+D,
• demonstrated disciplined expense management, in light of rising insurance costs,
• opened our new corporate center in Atlanta,
• realized all time high net promoter scores, and
• paid common stock dividends of $0.275 per share in April and July, and declared common stock dividends of $0.275 per share paid in October 2025. Together with common stock repurchases of $122 million, we have returned $162 million to stockholders as of September 30, 2025.

Performance Highlights

Our results for the quarter ended September 30, 2025, and the nine months ended September 30, 2025 when compared to the same periods of 2024, are noted below:

Q3 2025

MANAGEMENT'S DISCUSSION AND ANALYSIS

Our total revenue decreased in the third quarter of 2025, compared to the same period in 2024, primarily driven by lower co-employed Average WSEs.

During the third quarter of 2025, our Average WSEs and Total WSEs decreased by 6%, compared to the same period in 2024, primarily due to WSE decreases in our Technology, Professional Services, Main Street, and Life Sciences verticals.

Our results are highly influenced by health care cost and utilization trends. Our ICR in the third quarter of 2025 was flat compared to the same period in 2024. On a year-to-date basis, our ICR was 2% higher compared to the same period in 2024, driven by insurance costs outpacing the growth in insurance services revenues during the first half of 2025.

Lower total revenue, partially offset by lower operating expenses, resulted in decreases of net income and Adjusted Net income of 24% and 7%, respectively, in the third quarter of 2025, as compared to the same period in 2024. On a year-to-date basis, higher insurance costs, partially offset by lower operating expenses, resulted in decreases in net income and Adjusted Net income of 20% and 15%, respectively.

YTD 2025

MANAGEMENT'S DISCUSSION AND ANALYSIS

Results of Operations

The following table summarizes our results of operations for the third quarter and nine months ended September 30, 2025, when compared to the same periods of 2024. For details of the critical accounting judgments and estimates that could affect our Results of Operations, see the Critical Accounting Judgments and Estimates section within the MD&A in Item 7 of our 2024 Form 10-K.

(1) Refer to Non-GAAP measures definitions and reconciliations from GAAP measures under the heading "Non-GAAP Financial Measures".

The following table summarizes our balance sheet data as of September 30, 2025 compared to December 31, 2024.

MANAGEMENT'S DISCUSSION AND ANALYSIS

Non-GAAP Financial Measures

In addition to financial measures presented in accordance with GAAP, we monitor other non-GAAP financial measures that we use to manage our business, to make planning decisions, to allocate resources and to use as performance measures in our executive compensation plan. These key financial measures provide an additional view of our operational performance over the long-term and provide information that we use to maintain and grow our business.

The presentation of these non-GAAP financial measures is used to enhance the understanding of certain aspects of our financial performance. It is not meant to be considered in isolation from, superior to, or as a substitute for the directly comparable financial measures prepared in accordance with GAAP.

Non-GAAP Measure Definition How We Use The Measure

Adjusted EBITDA

• Net income, excluding the effects of: - income tax provision, - interest expense, bank fees and other, - depreciation, - amortization of intangible assets, - stock based compensation expense, - amortization of cloud computing arrangements, and - restructuring costs.
• Provides period-to-period comparisons on a consistent basis and an understanding as to how our management evaluates the effectiveness of our business strategies by excluding certain non-recurring costs, which include restructuring costs, as well as certain non-cash charges such as depreciation and amortization, and stock-based compensation and certain impairment charges recognized based on the estimated fair values. We believe these charges are either not directly resulting from our core operations or not indicative of our ongoing operations.
• Enhances comparisons to the prior period and, accordingly, facilitates the development of future projections and earnings growth prospects.
• Provides a measure, among others, used in the determination of incentive compensation for management.
• We also sometimes refer to Adjusted EBITDA margin, which is the ratio of Adjusted EBITDA to total revenues.

Adjusted Net Income

• Net income, excluding the effects of: - effective income tax rate (1), - stock based compensation expense, - amortization of intangible assets, net, - non-cash interest expense, - restructuring costs, and - the income tax effect (at our effective tax rate (1) of these pre-tax adjustments.)
• Provides information to our stockholders and board of directors to understand how our management evaluates our business, to monitor and evaluate our operating results, and analyze profitability of our ongoing operations and trends on a consistent basis by excluding certain non-cash charges.

(1) Non-GAAP effective tax rate is 25.0% for 2025 and 25.6% for 2024, which excludes the income tax impact from stock-based compensation, changes in uncertain tax positions, and nonrecurring benefits or expenses from federal legislative changes.

MANAGEMENT'S DISCUSSION AND ANALYSIS

Reconciliation of GAAP to Non-GAAP Measures

The table below presents a reconciliation of Net income to Adjusted EBITDA:

The table below presents a reconciliation of Net income to Adjusted Net Income:

MANAGEMENT'S DISCUSSION AND ANALYSIS

Operating Metrics

Worksite Employees (WSE)

Average WSE change is a volume measure we use to monitor the performance of our PEO business. Our PEO clients generally change their payroll service providers at the beginning of the payroll tax and benefits enrollment year; as a result, we have historically experienced our highest volumes of new PEO clients joining and existing clients terminating in the month of January. PEO client attrition, new PEO client additions and changes in employment levels within our installed PEO client base all impact our Average WSEs and Total WSEs as we move through a calendar year.

We support WSEs from the date on which their co-employment with TriNet commences through the end of their co-employment with TriNet and also after their co-employment period. We define WSEs to include co-employees and other individuals receiving PEO services, such as individuals who receive COBRA benefits or are subject to partnership tax reporting as well as individuals who utilize our PEO platform on behalf of TriNet PEO clients.

We charge a platform user access fee to clients for those users of our PEO platform that may not be co-employed by us as well as for co-employees for whom payroll may not be regularly run. In addition to co-employees for whom payroll may not be regularly run, such as partners in a partnership, this group of users also includes individuals authorized by our clients to access and use the PEO platform for functions such as bookkeeping and benefits management. We refer to these users as PEO Platform Users. Starting in 2023 and rolled out through 2024, we began billing clients in groups over time, driving a large increase in PEO Platform Users over that period.

The effect of this fee is that we receive revenue from two types of users on our PEO platform, those that are co-employed in our PEO business and those that are utilizing our PEO platform, albeit in a more limited capacity. The table below illustrates how those two components comprise our Total WSE and Average WSE metrics.

Average WSEs decreased 6% when comparing the third quarter of 2025 to the same period in 2024 driven by both client attrition outpacing new client additions and lower hiring in our installed base over the past twelve months, primarily due to declines in our Technology, Professional Services, Main Street, and Life Sciences verticals.

Total WSEs can be used to estimate our beginning WSEs for the next period and, as a result, can be used as an indicator of our potential future success in generating revenue, growing our business and retaining clients. Total WSEs decreased 7% when compared to the same period in 2024, primarily due to declines in our Technology, Professional Services, Main Street, and Life Sciences verticals. This was partially attributable to necessary repricing of our health benefits services.

Anticipated revenues for future periods can diverge from the revenue expectation derived from Average WSEs or Total WSEs due to pricing differences across our HCM solutions and services and the degree to which clients and WSEs elect to participate in our solutions during future periods. In addition to focusing on growing our Average WSE and Total WSE counts, we also focus on pricing strategies, benefit participation and service differentiation to expand the value we provide to our clients and our resulting revenue opportunities. We report the impact of client and WSE participation differences as a change in mix.

MANAGEMENT'S DISCUSSION AND ANALYSIS

We continue to invest in efforts intended to enhance client experience, improve our new sales performance, and manage client attrition, through product development as well as operational and process improvements. In addition to focusing on retaining and growing our WSE base, we continue to review acquisition or other opportunities to expand our product offering and provide further scale.

Insurance Cost Ratio (ICR)

ICR is a performance measure calculated as the ratio of insurance costs to insurance service revenues. We believe that ICR promotes an understanding of our insurance cost trends and our ability to align our relative pricing to risk performance.

We purchase workers' compensation and health benefits coverage for our WSEs. Under the insurance policies for this coverage, we bear claims costs up to a defined deductible amount. Our insurance costs, which comprise a significant portion of our overall costs, are significantly affected by our WSEs’ health and workers' compensation insurance claims experience. We set our insurance service fees for workers’ compensation and health benefits in advance for fixed benefit periods. As a result, any increases in insurance costs above our projections, will be reflected as a higher ICR, and result in lower net income. Any decreases in insurance costs below our projections, will be reflected as a lower ICR and result in higher net income.

Under our fully-insured workers' compensation insurance policies, we assume the risk for losses up to $1 million per claim occurrence (deductible layer). The ultimate cost of the workers’ compensation services provided cannot be known until all the claims are settled. Our ability to predict these costs is limited by unexpected increases in frequency or severity of claims, which can vary due to changes in the cost of treatments or claim settlements.

Under our risk-based health insurance policies, we assume some of the risk of variability in future health claims costs for our enrollees. This variability typically results from changing trends in the volume, severity and ultimate cost of medical and pharmaceutical claims, due to changes to the components of medical cost trend, which we define as changes in participant use of services, including the introduction of new treatment options, changes in treatment guidelines and mandates, and changes in the mix, cost of providing treatment and timing of services provided to plan participants. These trends change, and other seasonal trends and variability may develop. As a result, it is difficult for us to predict our insurance costs with accuracy and a significant increase in these costs could have a material adverse effect on our business.

MANAGEMENT'S DISCUSSION AND ANALYSIS

ICR remained flat for the third quarter and increased for the nine months ended September 30, 2025 as compared to the same period in 2024, the increase was primarily driven by higher insurance costs that outpaced the growth in ISR. The increase in insurance costs was primarily due to higher rates paid for inpatient and professional services, as well as pharmacy costs for increased utilization of specialty drugs and other high-cost prescriptions, particularly medications for diabetes and obesity.

Total Revenues

Our revenues consist of PSR, ISR and interest income. PSR represents fees charged to clients for processing payroll-related transactions on behalf of our PEO and ASO clients, access to our HR expertise and technology, employment and benefit law compliance services, other HR-related and tax credit filing services and fees charged to access our cloud-based ASO services. ISR consists of insurance-related billings and administrative fees collected from PEO clients and withheld from WSEs for workers' compensation insurance and health benefit insurance plans provided by third-party insurance carriers.

MANAGEMENT'S DISCUSSION AND ANALYSIS

Monthly revenues per co-employed Average WSE is a measure we use to monitor our PEO pricing strategies. This measure increased by 8% during the third quarter and nine months ended September 30, 2025 compared to the same periods in 2024.

We also use the following measures to further analyze changes in total revenue:

• Volume - the percentage change in period over period co-employed Average WSEs,
• Rate - the combined weighted average percentage changes in service fees for each vertical service and changes in service fees associated with each insurance service offering,
• Mix - the change in composition of co-employed Average WSEs within our verticals combined with the composition of our enrolled co-employed WSEs within our insurance service offerings and the composition of products and services our clients receive, such as PEO Platform Users,
• HRIS - cloud services revenue, which includes our new ASO services revenue, and
• Interest income.
• PSR
• ISR - % represents proportion of insurance service revenues to total revenues
• *Total revenues generated from PEO services only, excluding interest income

Total revenue decreased for the third quarter of 2025, primarily due to lower co-employed Average WSEs. Total revenue was flat for the nine months ended September 30, 2025 as lower co-employed Average WSEs was offset by rate increases for both professional services and insurance services revenues.

MANAGEMENT'S DISCUSSION AND ANALYSIS

Professional Service Revenues

Our PEO and ASO clients are primarily billed on a fee per WSE or ASO User per month per transaction. Our vertical approach provides us the flexibility to offer our PEO clients in different industries with varied services at different prices, which we believe potentially reduces the value of solely using Average WSE and Total WSE counts as indicators of future potential revenue performance.

During 2025, we began migrating our clients from our predecessor HRIS services to our ASO product. PSR from PEO Services customers and HRIS and ASO services clients was as follows:

We also analyze changes in PSR with the following measures:

• Volume - the percentage change in period over period co-employed Average WSEs,
• Rate - the weighted average percentage change in fees for each vertical,
• Mix - the change in composition of co-employed Average WSEs across our verticals and the composition of products and services our clients receive, including PEO Platform Users, and
• HRIS - cloud services revenue, which includes our new ASO services revenue.

PSR for the third quarter and nine months ended September 30, 2025 decreased compared to prior periods, primarily driven by lower co-employed Average WSEs, and the discontinuance of both a client-level technology fee

MANAGEMENT'S DISCUSSION AND ANALYSIS

and our Clarus R+D product. PSR from HRIS services has decreased as we continue to wind down this product and migrate clients to our ASO services.

Insurance Service Revenues

ISR consists of insurance services-related billings and administrative fees collected from PEO clients and withheld from WSE payroll for health benefits and workers' compensation insurance provided by third-party insurance carriers.

We use the following measures to analyze changes in ISR:

• Volume - the percentage change in period over period co-employed Average WSEs,
• Rate - the weighted average percentage change in fees associated with each of our insurance service offerings, and
• Mix - all other changes including the composition of our enrolled co-employed WSEs within our insurance service offerings (health plan enrollment).

ISR decreased slightly for the third quarter of 2025, primarily due to lower health plan enrollment driven by lower Co-employed Average WSEs. The increase in ISR for the nine months ended September 30, 2025 was primarily driven by rate increases, partially offset by lower co-employed Average WSEs.

Interest Income

Interest income primarily includes interest income earned from cash held for our PEO and ASO clients as a result of the requirement of our clients to prefund their payroll and related taxes and other withholding liabilities before payroll is processed or due for payment. Interest income also includes our portion of interest received from tax jurisdictions related to payroll and other tax refunds. Interest income from tax refunds is recognized when the amount and timing of the interest become determinable.

MANAGEMENT'S DISCUSSION AND ANALYSIS

Interest income for the third quarter and nine months ended September 30, 2025 was slightly higher than prior periods as higher interest received related to payroll tax refunds was partially offset by a decrease in interest earned on our cash and investments.

Insurance Costs

Insurance costs include insurance premiums for coverage provided by insurance carriers, payments for claims costs and expenses for other risk management and administrative services, reimbursement of claims payments made by insurance carriers or third-party administrators below a predefined deductible limit, and changes in accrued costs related to contractual obligations with our workers' compensation and health benefit carriers.

We use the following measures to analyze changes in insurance costs:

• Volume - the percentage change in period over period co-employed Average WSEs,
• Rate - the weighted average percentage change in cost trend associated with each of our insurance service offerings, and
• Mix - all other changes including the composition of our enrolled co-employed WSEs within our insurance service offerings (health plan enrollment).

MANAGEMENT'S DISCUSSION AND ANALYSIS

Insurance costs decreased for the third quarter of 2025, primarily due to lower co-employed Average WSEs partially offset by higher rates paid for services. Insurance costs increased for the nine months ended September 30, 2025, primarily due to higher rates paid for outpatient and professional services and increased utilization of high-cost drugs, particularly for specialty drugs and medications for diabetes and obesity. This increase is partially offset by lower co-employed Average WSEs.

MANAGEMENT'S DISCUSSION AND ANALYSIS

Expenses

Expenses include COPS, S&M, G&A, SD&P, D&A, collectively referred to as OE, as well as IE.

We had approximately 3,300 colleagues as of September 30, 2025 primarily across the U.S. but also in India and Canada, down approximately 400 colleagues from September 30, 2024. Compensation costs for our colleagues include payroll, payroll taxes, SBC, bonuses, commissions and other payroll- and benefits-related costs. Compensation-related expenses represented approximately 65% of our expenses in the third quarters of 2025 and 2024, and 66% in the nine months ended 2025 and 2024.

During the third quarter and nine months ended September 30, 2025, expenses decreased 2% and 4% respectively, when compared to the same periods in 2024, driven largely by lower compensation expense from our reduced headcount, partially offset by increased expenses related to the execution of our medium term strategy, which includes process optimization, further development of our product offerings, and go-to-market innovations. The ratio of expenses to total revenues was 19% for the third quarter and the nine months ended September 30, 2025 and 20% for the same periods in 2024.

% represents portion of compensation related expense included in operating expenses

Compensation related expense

We analyze and present our expenses based upon the functional categories of COPS, S&M, G&A, SD&P, D&A and IE. The charts below provide a view of the expenses of the business functions. Dollars are presented in millions and percentages represent year-over-year change.

MANAGEMENT'S DISCUSSION AND ANALYSIS

The primary spend type drivers to the changes in our expenses are presented below:

MANAGEMENT'S DISCUSSION AND ANALYSIS

Income Taxes

Our ETR was 32% and 23% for the third quarters of 2025 and 2024, respectively and 28% and 25% for the nine months ended September 30, 2025 and 2024, respectively. The increase in the rate as compared to the same periods of 2024 was primarily attributable to decreases in tax benefits for stock based compensation, decreases in excludable income for state tax purposes, and decreases in tax credits.

On July 4, 2025, H.R. 1 - One Big Beautiful Bill Act (“OBBBA”) was signed into law, which includes significant changes to federal tax law and other regulatory provisions that may impact the Company. ASC 740, “Income Taxes”, requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. The Company is currently evaluating the provisions of the new law and the potential effects on its financial position, results of operations and cash flows.

MANAGEMENT'S DISCUSSION AND ANALYSIS

Liquidity and Capital Resources

Liquidity

Liquidity is a measure of our ability to access sufficient cash flows to meet the short-term and long-term cash requirements of our business operations. Our principal source of liquidity for operations is derived from cash provided by operating activities. We rely on cash provided by operating activities to meet our short-term liquidity requirements, which primarily relate to the payment of corporate payroll and other operating costs, and capital expenditures. Our cash flow related to WSE payroll and benefits is generally matched by advance collection from our PEO clients. To minimize the credit risk associated with remitting the payroll and associated taxes and benefits costs, we require PEO clients to prefund the payroll and related payroll taxes and benefits costs.

Included in our balance sheets are assets and liabilities resulting from transactions directly or indirectly associated with WSEs, including payroll and related taxes and withholdings, our sponsored workers' compensation and health insurance programs, and other benefit programs. Although we are not subject to regulatory restrictions that require us to do so, we distinguish and manage our corporate assets and liabilities separately from those current assets and liabilities held by us to satisfy our employer obligations associated with our WSEs.

TriNet Trust, which is consolidated into our financial statements, holds funds provided by ASO clients for the remittance to ASO Users, tax authorities and other recipients. TriNet Trust also holds ownership and responsibility of certain bank accounts that hold ASO client funds. The associated cash is reflected on our Condensed consolidated balance sheets as restricted cash and the associated liabilities are classified as accrued wages, payroll tax liabilities and other payroll withholdings, and accounts payable and other current liabilities. As of September 30, 2025, the balance of restricted cash in TriNet Trust was $63 million. We include the assets and liabilities related to the TriNet Trust in the "WSE & TriNet Trust" category because the underlying cash flows of TriNet Trust are related to the same type of payroll and payroll related liabilities as our WSE cash flows. We will continue to use this trust structure as we transition our HRIS services to ASO services.

As of September 30, 2025, we did not have any material off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.

Working capital for WSEs and TriNet Trust related activities

We designate funds to ensure that we have adequate current assets to satisfy our current obligations associated with WSEs. We manage our WSE payroll and benefits obligations through collections of payments from our clients which generally occur two to three days in advance of client payroll dates. We regularly review our short-term obligations associated with our WSEs (such as payroll and related taxes, insurance premium and claim payments) and designate funds required to fulfill these short-term obligations, which we refer to as PFC. PFC is included in current assets as restricted cash, cash equivalents and investments.

We manage our sponsored benefit and workers' compensation insurance obligations by maintaining collateral funds in restricted cash, cash equivalents and investments. These collateral amounts are generally determined at the beginning of each plan year and we may be required by our insurance carriers to adjust our collateral balances when facts and circumstances change. We regularly review our collateral balances with our insurance carriers and anticipate funding further collateral in the future based upon our capital requirements. We classify our restricted cash, cash equivalents and investments as current and noncurrent assets to match against the anticipated timing of payments to carriers.

Working capital for corporate purposes

MANAGEMENT'S DISCUSSION AND ANALYSIS

Corporate working capital as of September 30, 2025 increased $50 million from December 31, 2024, primarily due to the increases in our corporate cash and cash equivalents, together with decreases in our corporate current liabilities. Our decrease in corporate current liabilities is primarily driven by the pay off of our revolving credit facility in the third quarter of 2025, leaving no outstanding balance on our $700 million revolving line of credit.

We use our available cash and cash equivalents to satisfy our operational and regulatory requirements and to fund capital expenditures. We believe that we can meet our present and reasonably foreseeable operating cash needs and future commitments through existing liquid assets, continuing cash flows from corporate operating activities and the potential issuance of debt or equity securities. We hold both corporate cash and cash associated with WSEs across multiple financial institutions to reduce concentrations of counterparty risk. We believe our existing corporate cash and cash equivalents and positive working capital will be sufficient to meet our working capital expenditure needs for at least the next twelve months.

Cash Flows

The following table presents our cash flow activities for the stated periods:

Operating Activities

The year-over-year change in net cash provided by operating activities was primarily driven by the timing collections of receivables and our payments of corporate obligations.

Investing Activities

Cash provided by (used in) investing activities for the periods presented below primarily consisted of purchases of investments and capital expenditures, partially offset by proceeds from the sale and maturity of investments.

Investments

MANAGEMENT'S DISCUSSION AND ANALYSIS

We invest a portion of available cash in investment-grade securities with effective maturities less than five years that are classified on our Condensed consolidated balance sheets as investments. We consider industry and issuer concentrations in our investment policy.

We also invest funds held as collateral to satisfy our long-term obligation towards workers' compensation liabilities. These investments are classified on our balance sheets as restricted cash, cash equivalents and investments. We review the amount and the anticipated holding period of these investments regularly in conjunction with our estimated long-term workers' compensation liabilities and anticipated claims payment trend. At September 30, 2025, our investments had a weighted average duration of two years and an average S&P credit rating of AA+.

As of September 30, 2025, we held approximately $1.6 billion in restricted and unrestricted cash, cash equivalents and investments, of which $321 million was unrestricted cash and cash equivalents. Refer to Note 2 in the condensed consolidated financial statements and related notes included in this Form 10-Q.

Capital Expenditures

During the nine months ended September 30, 2025 and 2024, we continued to make investments in software and hardware as we enhanced our existing service offerings and technology platform. We expect capital investments in our software and hardware to continue in the future.

Financing Activities

Net cash used in financing activities in the nine months ended September 30, 2025 and 2024 consisted of WSE and TriNet Trust related activities and our debt and equity-related activities.

The year-over-year change in net cash used in financing activities for WSE and TriNet Trust purposes was primarily driven by timing of client payments, payments of payroll and payroll taxes and insurance claim activities.

During the nine months ended September 30, 2025, we repurchased 1,711,793 shares of our common stock for approximately $122 million through our existing stock repurchase program in addition to 55,136 shares acquired to satisfy tax withholding obligations related to SBC vesting. As of September 30, 2025, approximately $129 million remained available for repurchase under all authorizations by our board of directors. We plan to use current cash and cash generated from ongoing operating activities to fund this stock repurchase program.

We paid common stock dividends of $0.25 per share in January 2025 and $0.275 per share in April and July 2025. We also declared a common stock dividend of $0.275 per share paid in October 2025.

Capital Resources

As of September 30, 2025, $500 million and $400 million aggregate principal of our 2029 Notes and 2031 Notes was outstanding, respectively. The indenture governing our 2029 Notes and 2031 Notes each includes restrictive covenants limiting our ability to: (i) create liens on certain assets to secure debt; (ii) grant a subsidiary guarantee of certain debt without also providing a guarantee of the 2029 Notes or 2031 Notes, as applicable; and (iii) consolidate or merge with or into, or sell or otherwise dispose of all or substantially all of our assets to, another person, subject, in each case, to certain customary exceptions.

Our 2021 Credit Agreement includes a $700 million revolver. In July 2025, the outstanding balance of $90 million was paid off. The 2021 Credit Agreement includes negative covenants that limit our ability to incur indebtedness and liens, sell assets and make restricted payments, including dividends and investments, subject to certain exceptions. In addition, the 2021 Credit Agreement also contains other customary affirmative and negative covenants and customary events of default. The 2021 Credit Agreement also contains a financial covenant that requires the Company to maintain certain maximum total net leverage ratios.

MANAGEMENT'S DISCUSSION AND ANALYSIS

We were in compliance with all financial covenants under our 2021 Credit Agreement, 2029 Notes and 2031 Notes at September 30, 2025.

Critical Accounting Policies, Estimates and Judgments

There have been no material changes to our critical accounting policies, estimates and judgments as discussed in our 2024 Form 10-K.

Recent Accounting Pronouncements

Refer to Note 1 in Item 1 of this Form 10-Q.

Item 3.27. Quantitative and Qualitative Disclosures About Market Risk

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK AND CONTROLS AND PROCEDURES

Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks in connection with our business, which primarily relate to fluctuations in interest rates. Our exposure to changes in interest rates relates primarily to our investment portfolio and outstanding borrowings under our floating rate 2021 Revolver. Changes in interest rates affect the interest earned on the Company's cash, cash equivalents and the fair value of our investments as well as the cost of borrowing under our 2021 Revolver.

Our cash equivalents consist primarily of money market mutual funds, which are not significantly exposed to interest rate risk. Our investments are subject to interest rate risk because these securities generally include a fixed interest rate. As a result, the market values of these securities are affected by changes in prevailing interest rates. We attempt to limit our exposure to interest rate risk and credit risk by investing in instruments that meet the minimum credit quality, liquidity, diversification and other requirements of our investment policy. Our investments consist of liquid, investment-grade securities. The risk of interest rate changes on investment balances was not material at September 30, 2025 and December 31, 2024.

In February 2021, we issued $500 million aggregate principal of 3.50% senior unsecured notes maturing in March 2029 (our 2029 Notes) and in August 2023, we issued $400 million aggregate principal of 7.125% senior unsecured notes maturing in August 2031 (our 2031 Notes). Our 2029 Notes and 2031 Notes are carried at their cost, net of issuance costs. Since our 2029 Notes and 2031 Notes bear interest at fixed rates, we have no financial statement risk to these notes associated with changes in interest rates. However, the fair value of our 2029 Notes and our 2031 Notes fluctuates when interest rates change.

Our 2021 Credit Agreement includes a $700 million revolver. In July 2025, we paid off the outstanding balance of $90 million.

Item 4.28. Controls and Procedures

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK AND CONTROLS AND PROCEDURES

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We have, with the participation of our CEO and our CFO, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2025, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act.

Based on the evaluation of our disclosure controls and procedures as of September 30, 2025, our CEO and CFO have concluded that the Company’s disclosure controls and procedures were effective as of such date in ensuring that (i) information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the CEO and CFO, to allow timely decisions regarding required disclosure and (ii) such information is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms.

We have concluded that the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with GAAP.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended September 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Item 1A. Risk Factors

Risk Factors

There have been no material changes in our risk factors disclosed in Part 1, Item 1A, of our 2024 Form 10-K and in Part II, Item 1A of our report on Form 10-Q filed with the SEC on April 25, 2025.

Item 2.45. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities and Use of Proceeds

(a) Sales of Unregistered Securities

Not applicable.

(b) Use of Proceeds from Sales of Unregistered Securities

Not applicable.

(c) Issuer Purchases of Equity Securities

The following table provides information about our purchases of TriNet common stock during the quarter ended September 30, 2025:

(1) In May 2014, our board of directors approved a stock repurchase program pursuant to which we are authorized to repurchase our common stock in privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934. From time to time, our board of directors authorizes increases to our stock repurchase program and approved an aggregate total of $2,715 million as of September 30, 2025. The total remaining authorization for future stock repurchases under our stock repurchase program was $129 million as of September 30, 2025. The program does not have an expiration date.

(2) Includes shares surrendered by employees to us to satisfy tax withholding obligations that arose upon vesting of restricted stock units granted pursuant to approved plans.

(3) We repurchased a total of approximately $31 million of our outstanding stock during the three months ended September 30, 2025.

We use our stock repurchase program to return value to our stockholders and to offset dilution from the issuance of stock under our equity-based incentive plans and employee purchase plan. We plan to use current cash and cash generated from ongoing operating activities to fund our stock repurchase program.

Item 3.45. Defaults Upon Senior Securities

Defaults Upon Senior Securities

Not applicable.

Item 4.45. Mine Safety Disclosures

Mine Safety Disclosures

Not applicable.

Item 5.45. Other Information

Other Information

Not applicable.

Item 6.46. Exhibits

EXHIBITS

Exhibits

Incorporated herein by reference is a list of the exhibits contained in the Exhibit Index below.

EXHIBIT INDEX

Exhibit No. Exhibit Incorporated by Reference / Form Incorporated by Reference / File No. Incorporated by Reference / Exhibit Incorporated by Reference / Filing Date Filed Herewith

3.1 Amended and Restated Certificate of Incorporation of TriNet Group, Inc. 8-K 001-36373 3.1 5/30/2023 3.2 Amended and Restated Bylaws of TriNet Group, Inc. 8-K 001-36373 3.1 6/24/2024 4.1 Registration Rights Agreement, by and between TriNet Group, Inc. and AGI-T, L.P., dated as of February 1, 2017. 8-K 001-36373 4.1 2/2/2017 4.2 Indenture, dated August 16, 2023, among the Company, the guarantors listed therein and U.S. Bank Trust Company, National Association, as trustee 8-K 001-36373 4.1 8/16/2023 4.3 First Supplemental Indenture, dated August 16, 2023, to the Indenture dated February 26, 2021, among the guarantors listed therein and U.S. Bank Trust Company, National Association as trustee 10-Q 001-36373 4.3 10/25/2023 4.4 Second Supplemental Indenture, dated March 5, 2025, to Indenture dated February 26, 2021, between the Company and U.S. Bank Trust Company, National Association, as trustee 10-Q 001-36373 4.4 4/25/2025 4.5 First Supplemental Indenture, dated March 5, 2025, to Indenture dated August 16, 2023, between the Company and U.S. Bank Trust Company, National Association, as trustee 10-Q 001-36373 4.5 4/25/2025 31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 32.1* Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101.SCH XBRL Taxonomy Extension Schema Linkbase Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document (104) Cover Page Interactive Data File (embedded with the Inline XBRL document)

* Document has been furnished, is deemed not filed and is not to be incorporated by reference into any of TriNet Group, Inc.’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, irrespective of any general incorporation language contained in any such filing.

** Constitutes a management contract or compensatory plan or arrangement.

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TRINET 46 2025 Q3 FORM 10-Q

TRINET 47 2025 Q3 FORM 10-Q