Trinet Group reports $1.18B revenue

Cover page 3 changes

3 unchanged paragraphs

For the quarterly period ended June September 30, 2026

23 unchanged paragraphs

The number of shares of Registrant s Common Stock outstanding as of July 23, October 22, 2026 was 45,904,738 45,810,140 .

1 unchanged paragraph

For the Quarterly Period Ended June September 30, 2026

Forward-looking statements 3 changes

For purposes of this Quarterly Report on Form 10-Q (Form 10-Q), the terms TriNet, the Company, we, us and our refer to TriNet Group, Inc., and its subsidiaries. This Form 10-Q contains statements that are not historical in nature, are predictive in nature, or that depend upon or refer to future events or conditions or otherwise contain forward-looking statements within the meaning of Section 21 of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements are often identified by the use of words such as, but not limited to, "ability," anticipate, believe, can, continue, could, design, estimate, expect, "foreseeable" "focus," "future," "impact," intend, may, "opportunity," plan, potential, predict, project, seek, should, strategy, target, "trend," "value," will, would and similar expressions or variations intended to identify forward-looking statements. Examples of forward-looking statements include, among others, TriNet s expectations regarding: our plans and ability to grow and retain our client base and our WSE base; our expectations regarding anticipated revenues for future periods; our expectations regarding medical utilization rates by our WSEs and the impact of inflation on our insurance costs; the impact of planned improvements to and the launch of our AI tool within our technology platform and whether such improvements and product launch will meet the needs of our current clients and attract new ones; our ability to improve operating efficiencies and manage costs; our strategic realignment and related restructuring initiatives; the impact of our client service initiatives and whether they enhance client experience and satisfaction; acquisition or other opportunities to expand our product offering and provide further scale; our continued ability to provide access to a broad range of benefit programs on a cost-effective basis; our expectations regarding the volume, makeup, and severity of insurance claims and insurance claim trends; the effectiveness of our risk strategies for, and management of, workers' compensation, health benefit insurance costs and deductibles; the metrics that may be indicators of future financial performance; the impact that our benefit offerings have for SMBs seeking to attract and retain employees; the principal competitive drivers in our market; our plans to grow net new clients and manage client attrition; our continued capital investments in our software and hardware; our investment strategy and its impact on our ability to generate future interest income, net income, and Adjusted EBITDA; seasonal trends and their impact on our business; fluctuations in the period-to-period timing of when we incur certain operating expenses; the impact of increases and decreases in interest rates on our investments and borrowings; the estimates and assumptions we use to prepare our financial statements; our belief we can meet our present and reasonably foreseeable cash needs and future commitments through existing liquid assets and continuing cash flows from corporate operating activities; the source of funding for our stock repurchase program and other expectations, outlooks and forecasts on our future business, operational and financial performance.

Important factors that could cause actual results, level of activity, performance or achievements to differ materially from those expressed or implied by these forward-looking statements are discussed above and throughout our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 12, 2026 (our 2025 Form 10-K), including those appearing under the heading Risk Factors in Item 1A, and under the heading Management s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our 2025 Form 10-K, those appearing under the heading "Risk Factors" in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, filed with SEC on July 30, 2026 (our Q2 Form 10-Q), those appearing under the heading Risk Factors in Part II, Item 1A and under the heading Management s Discussion and Analysis of Financial Condition and Results of Operations in Part I, Item 2 of this Form 10-Q, and those appearing in the other periodic filings we make with the SEC, and including risk factors associated with: our ability to manage unexpected changes in workers compensation and health insurance claims and costs by WSEs; our ability to mitigate the unique business risks we face as a co-employer; the effects of volatility in the financial and economic environment on the businesses that make up our client base; our inability to realize or sustain the expected benefits from our business realignment initiatives; loss of clients for reasons beyond our control and the short-term contracts we typically use with our clients; the impact of regional or industry-specific economic and health factors on our operations; the impact of failures or limitations in the business systems and centers we rely upon; the impact of discontinuing our discretionary credits on our business and client loyalty and Employee Retention Tax credit Claims filed by our clients; changes in our insurance coverage or our relationships with key insurance carriers; our ability to improve our services and technology to satisfy client and regulatory expectations; our ability to effectively integrate businesses we have acquired or may acquire in the future; our ability to effectively manage and improve our operational effectiveness and resiliency; our ability to attract and retain qualified personnel; the effects of increased competition and our ability to compete effectively; the impact on our business of cyber-attacks, breaches, disclosures and other data-related incidents; our ability to comply with evolving data privacy, AI and security laws; our ability to manage changes in, uncertainty regarding, or adverse application of the complex laws and regulations that govern our business; changing laws and regulations governing health insurance and employee benefits; our ability to keep pace with changes in technology or provide timely enhancements to our solutions and support; risks associated with our international operations; our ability to operate a business subject to numerous complex laws; changing laws and regulations governing health insurance and other traditional employee benefits at the federal, state, and local levels; our ability to be recognized as an employer of worksite employees and for our benefits plans

FORWARD LOOKING STATEMENTS AND OTHER FINANCIAL INFORMATION Table of Contents a business subject to numerous complex laws; changing laws and regulations governing health insurance and other traditional employee benefits at the federal, state, and local levels; our ability to be recognized as an employer of worksite employees and for our benefits plans to satisfy all requirements under federal and state regulations; changes in the laws and regulations that govern what it means to be an employer, employee or independent contractor; the impact of new and changing laws regarding remote work; our ability to comply with the licensing requirements that govern our solutions; the failure of third-party service providers performing their functions; the failure to comply with anti-corruption laws and regulations, economic and trade sanctions, and similar laws; the outcome of existing and future legal and tax proceedings; fluctuation in our results of operations and stock price due to factors outside of our control; our ability to comply with the restrictions of our indebtedness and meet our debt obligations; the need for additional capital or to restructure our existing debt; the continuation of our stock repurchase program; the impact of concentrated ownership in our stock by Atairos and other large stockholders; and the anti-takeover provisions in our charter documents and under Delaware law. Any of these factors could cause our actual results to differ materially from our anticipated results.

5 unchanged paragraphs

MD&A 12 changes

2 unchanged paragraphs

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 our corporate assets and liabilities separately from those current assets and liabilities held by us to satisfy our employer co-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 June September 30, 2026, the balance of restricted cash in TriNet Trust was $44 $40 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 continue to use this trust structure as we complete the transition of our HRIS services to ASO services.

June September 30, 2026 December 31, 2025

1 unchanged paragraph

Working capital $ 269 $ 6 $ 275 $ 231 $ $ 231

Cash and cash equivalents $ 352 327 $ 6 1 $ 358 328 $ 286 $ 1 $ 287

Restricted cash, cash equivalents and investments 22 1,017 1,039 21 1,143 1,164 22 1,672 1,694

Other current assets 90 897 987 79 810 889 105 782 887

Total current assets $ 464 477 $ 1,920 1,954 $ 2,384 2,431 $ 413 $ 2,455 $ 2,868

Total current liabilities $ 195 182 $ 1,914 1,954 $ 2,109 2,136 $ 182 $ 2,455 $ 2,637

Working capital $ 295 $ $ 295 $ 231 $ $ 231

As of June September 30, 2026, 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.

3 unchanged paragraphs

In the second quarter of 2026, we added $6 million of unrestricted cash to the TriNet Trust to support the efficient flow of client funds during the quarter.

Market risk 2 changes

1 unchanged paragraph

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 June September 30, 2026 and December 31, 2025.

1 unchanged paragraph

Our 2021 Credit Agreement includes a $700 million revolver. As of June September 30, 2026, we had no outstanding borrowings under the 2021 Credit Agreement.

Controls and procedures 86 changes

1 unchanged paragraph

We have, with the participation of our CEO and our CFO, evaluated the effectiveness of our disclosure controls and procedures as of June September 30, 2026, 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 June September 30, 2026, 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.

2 unchanged paragraphs

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 June September 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

4 unchanged paragraphs

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30, (in millions except per share data) 2026 2025 2026 2025

2 unchanged paragraphs

Interest income 12 18 26 36

Interest income 13 17 39 53

4 unchanged paragraphs

Interest expense, bank fees and other 14 15 27 29 12 13 39 42

1 unchanged paragraph

Income before tax 74 51 197 166

Income taxes 21 14 55 44

Net income $ 53 $ 37 $ 142 $ 122

Income before tax 39 50 236 216

Income taxes 8 16 63 60

Net income $ 31 $ 34 $ 173 $ 156

Other comprehensive income, net of income taxes ( 1 3 ) 1 ( 3 6 ) 3

6 unchanged paragraphs

June September 30, December 31,

4 unchanged paragraphs

Payroll funds receivable 428 371 264

1 unchanged paragraph

Other payroll assets 427 414 474

1 unchanged paragraph

Total current assets 2,384 2,431 2,868

3 unchanged paragraphs

Software and other intangible assets, net 173 176 153

Total assets $ 3,346 3,393 $ 3,797

9 unchanged paragraphs

Total current liabilities 2,109 2,136 2,637

4 unchanged paragraphs

Total liabilities 3,221 3,260 3,743

2 unchanged paragraphs

($ 0.000025 par value per share; 20,000,000 shares authorized; no shares issued or outstanding at June September 30, 2026 and December 31, 2025)

Common stock and additional paid-in capital 1,174 1,191 1,135

($ 0.000025 par value per share; 750,000,000 shares authorized; 45,971,977 45,816,897 and 47,377,950 shares issued and outstanding at June September 30, 2026 and December 31, 2025, respectively)

Accumulated deficit ( 1,046 1,052 ) ( 1,081 )

Accumulated other comprehensive loss ( 3 6 )

Total stockholders' equity 125 133 54

Total liabilities & stockholders' equity $ 3,346 3,393 $ 3,797

3 unchanged paragraphs

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30, (in millions)

Total Stockholders' Equity, beginning balance $ 83 125 $ 63 107 $ 54 $ 69

1 unchanged paragraph

Beginning balance 1,151 1,070 1,135 1,056

Stock based compensation expense 18 19 34 32

Beginning balance ( 1,066 ) ( 1,006 ) ( 1,081 ) ( 984 )

Net income 53 37 142 122

Common stock dividends ( 13 ) ( 13 ) ( 26 ) ( 27 )

Repurchase of common stock ( 17 ) ( 1 ) ( 76 ) ( 91 )

Ending Beginning balance 1,174 1,095 1,174 1,095 1,135 1,056

Issuance of common stock for employee stock purchase plan 5 6 5 7

Stock based compensation expense 17 17 51 50

Ending balance 1,191 1,112 1,191 1,112

Ending Beginning balance ( 1,046 ) ( 988 ) ( 1,046 1,081 ) ( 988 984 )

Net income 31 34 173 156

Common stock dividends ( 14 ) ( 13 ) ( 40 ) ( 40 )

Repurchase of common stock ( 19 ) ( 31 ) ( 94 ) ( 122 )

Awards effectively repurchased for required employee withholding taxes ( 3 4 ) ( 5 4 ) ( 5 10 ) ( 8 12 )

Ending balance ( 1,052 ) ( 1,002 ) ( 1,052 ) ( 1,002 )

1 unchanged paragraph

Beginning balance ( 2 ) ( 1 ) ( 3 )

Other comprehensive income ( 1 ) 1 ( 3 ) 3

Ending Beginning balance ( 3 ) ( 3 )

Other comprehensive income ( 3 ) ( 6 ) 3

Ending balance ( 6 ) ( 6 )

Total Stockholders' Equity, ending balance $ 125 133 $ 107 110 $ 125 133 $ 107 110

3 unchanged paragraphs

Six Months Ended June 30,

Nine Months Ended September 30,

3 unchanged paragraphs

Loss from disposition of assets 1

Depreciation and amortization of intangible assets 36 33 53 50

Amortization of deferred costs 26 23 39 36

Amortization of ROU asset, lease modification, impairment, and abandonment 4 3 6 5

Deferred income taxes ( 1 2 ) ( 3 )

Stock based compensation 33 31 50 48

2 unchanged paragraphs

Other assets ( 29 ) ( 18 )

Prepaid expenses, net 25 9 26 14

Other assets ( 34 ) ( 30 )

Accounts payable and other liabilities 11 ( 5 ) 9

1 unchanged paragraph

Accrued wages ( 6 ) ( 10 )

Accrued health insurance costs, net 1

Accrued wages ( 8 ) ( 15 )

Accrued workers' compensation costs, net ( 2 ) ( 1 3 )

Payroll taxes liabilities and other payroll withholdings ( 2 1 ) ( 14 12 )

Operating lease liabilities ( 2 ) 1 ( 7 11 )

Net cash provided by operating activities 237 170 317 242

2 unchanged paragraphs

Proceeds from sale and maturity of marketable securities 61 67 78 82

Acquisitions of property and equipment and software ( 47 74 ) ( 34 51 )

4 unchanged paragraphs

Change in WSE and TriNet Trust related assets and liabilities, net ( 655 529 ) ( 310 303 )

2 unchanged paragraphs

Dividends paid ( 26 ) ( 26 )

Effect of exchange rate changes on cash and cash equivalents ( 1 )

Awards effectively repurchased for required employee withholding taxes ( 5 10 ) ( 8 12 )

2 unchanged paragraphs

2 unchanged paragraphs

3 unchanged paragraphs

and 6 more changes in the filing

Note 1: DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES 20 changes

10 unchanged paragraphs

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 six nine months ended June September 30, 2026 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, 2025. Certain prior year amounts have been reclassified to conform to current period presentation.

2 unchanged paragraphs

In December 2023, we created 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 recourse to TriNet Trust's property and not that of TriNet overall. The risks

1 unchanged paragraph

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.

2 unchanged paragraphs

Payroll funds receivable 2

Total assets $ 53 $ 80

(in millions) June September 30, 2026 December 31, 2025

Cash and cash equivalents $ 7 1 $ 1

Restricted cash, cash equivalents and investments 44 40 79

Other current assets 1

Total current assets 53 42 80

Total assets $ 42 $ 80

2 unchanged paragraphs

Total liabilities $ 53 $ 80

Payroll tax liabilities and other payroll withholdings 31 26 46

Total current liabilities 53 42 80

Total liabilities $ 42 $ 80

3 unchanged paragraphs

We sponsor and administer a number of employee benefit plans for our PEO WSEs, including group health, dental, and vision as an employer plan sponsor under section 3(5) of the ERISA. In the six nine months ended June September 30, 2026, 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.

1 unchanged paragraph

FINANCIAL STATEMENTS Table of Contents

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 June September 30, 2026 and December 31, 2025, prepayments and miscellaneous receivables offsetting accrued health insurance costs were $ 114 115 million and $ 62 million, respectively. When the prepaid amount is in excess of our recorded liability, the net asset position is included in prepaid expenses. As of June September 30, 2026 and December 31, 2025, accrued health insurance costs offsetting prepaid expenses were $ 24 26 million and $ 87 million, respectively.

1 unchanged paragraph

FINANCIAL STATEMENTS Table of Contents

1 unchanged paragraph

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 June September 30, 2026 and December 31, 2025, total ERTC receivables are $ 310 million and $ 384 million, respectively. Of this amount, a net amount of $ 21 million and $ 19 million have been distributed to our clients as of June September 30, 2026 and December 31, 2025, respectively. Additionally, the IRS is currently conducting examinations of certain of these ERTC claims. If the IRS ultimately determines that claims filed on behalf of our clients are ineligible for the credit, we have the right to seek reimbursement from the clients for any previously distributed amount.

6 unchanged paragraphs

Note 2: CASH, CASH EQUIVALENTS AND INVESTMENTS - UNRESTRICTED AND RESTRICTED 10 changes

5 unchanged paragraphs

June September 30, 2026 December 31, 2025

1 unchanged paragraph

Cash and cash equivalents $ 358 328 $ $ 358 328 $ 287 $ $ 287

1 unchanged paragraph

Payroll funds collected 811 811 941 941 1,424 1,424

Collateral for health benefits claims 37 102 38 101 139 37 108 145

Collateral for workers' compensation claims 44 35 9 44 45 45

Trust for our ASO Users 44 44 40 40 79 79

Other security deposits 1 1 1 1

Total restricted cash, cash equivalents and investments 937 102 1,039 1,054 110 1,164 1,586 108 1,694

1 unchanged paragraph

Collateral for workers' compensation claims 2 120 122 116 116 29 99 128

Total $ 1,297 1,382 $ 222 276 $ 1,519 1,658 $ 1,902 $ 207 $ 2,109

Note 3: INVESTMENTS 31 changes

Total cash equivalents 159 159 101 58

Total AFS Investments $ 223 $ $ ( 1 ) $ 222 $ $ 222

The following tables summarize our financial instruments by significant categories and fair value measurement on a recurring basis as of June September 30, 2026 and December 31, 2025 and the amortized cost, gross unrealized gains, gross unrealized losses and fair value of our AFS investments:

(in millions) Fair Value Level Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash and Cash Equivalents Investments Restricted Cash, Cash Equivalents and Investments

Money market mutual funds Level 1 $ 137 154 $ $ $ 137 154 $ 101 120 $ 36 $ 34

U.S. treasuries Level 2 22 22 22 63 63 50 13

Certificate of deposit Level 2 4 4 4 2 2 2

Total cash equivalents 219 219 170 49

Corporate bonds Level 2 33 33 33 35 ( 1 ) 34 34

Agency securities Level 2 7 7 7 8 8 8

U.S. treasuries Level 2 179 233 ( 1 4 ) 178 178 229 50 179

Certificate of deposit Level 2 5 5 5

Total AFS Investments $ 281 $ $ ( 5 ) $ 276 $ $ 50 $ 226

FINANCIAL STATEMENTS Table of Contents

8 unchanged paragraphs

FINANCIAL STATEMENTS Table of Contents

4 unchanged paragraphs

We did not have any Level 3 financial instruments recognized in our condensed consolidated balance sheets as of June September 30, 2026 and December 31, 2025. There were no transfers between levels as of June September 30, 2026 and December 31, 2025.

2 unchanged paragraphs

Six Months Ended June 30,

Gross proceeds from sales $ 16 $ 31 $ 53 $ 62

Gross proceeds from maturities 7 1 8 4

(in millions) June September 30, 2026

One year or less $ 31 99

Over one year through five years 186 173

Over five years through ten years 5 4

Total fair value $ 222 276

The gross proceeds from sales and maturities of AFS securities for the three and six nine months ended June September 30, 2026 and 2025 are presented below. We had immaterial gross realized gains and gross realized losses from sales of investments for the three and six nine months ended June September 30, 2026 and 2025.

Three Months Ended June September 30,

Nine Months Ended September 30,

Gross proceeds from sales $ 11 $ 14 $ 64 $ 76

Gross proceeds from maturities 5 2 14 6

1 unchanged paragraph

As of June 30, 2026, our 2029 Notes and 2031 Notes were carried at their cost, net of issuance costs, and had a fair value of $ 471 million and $ 402 million , respectively. As of December 31, 2025, our 2029 Notes and 2031 Notes were carried at their cost, net of issuance costs, and had a fair value of $ 473 million and $ 414 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.

1 unchanged paragraph

As of September 30, 2026, our 2029 Notes and 2031 Notes were carried at their cost, net of issuance costs, and had a fair value of $ 467 million and $ 397 million , respectively. As of December 31, 2025, our 2029 Notes and 2031 Notes were carried at their cost, net of issuance costs, and had a fair value of $ 473 million and $ 414 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.

Note 4: ACCRUED WORKERS' COMPENSATION COSTS 22 changes

Current year 13 16 28 30

Prior years ( 7 ) ( 7 ) ( 8 ) ( 7 )

Total incurred 6 9 20 23

Current year ( 2 ) ( 2 ) ( 2 ) ( 2 )

Prior years ( 11 ) ( 9 ) ( 20 ) ( 21 )

Total paid ( 13 ) ( 11 ) ( 22 ) ( 23 )

The following table summarizes the accrued workers compensation cost activity for the three and six nine months ended June September 30, 2026 and 2025:

Total accrued costs, beginning of period $ 156 149 $ 160 158 $ 151 $ 158

Current year 8 9 36 40

Prior years 3 2 ( 5 ) ( 6 )

Total incurred 11 11 31 34

Current year ( 3 ) ( 3 ) ( 5 ) ( 5 )

Prior years ( 9 ) ( 7 ) ( 29 ) ( 28 )

Total paid ( 12 ) ( 10 ) ( 34 ) ( 33 )

Total accrued costs, end of period $ 149 148 $ 158 159 $ 149 148 $ 158 159

1 unchanged paragraph

(in millions) June September 30, 2026

Total accrued costs, end of period $ 149 148 $ 151

1 unchanged paragraph

Total accrued costs, net of carrier collateral offset $ 146 145 $ 148 (net of collateral paid to carriers of $ 1 at June September 30, 2026 and December 31, 2025)

1 unchanged paragraph

(net of collateral paid to carriers of $ 2 at June September 30, 2026 and December 31, 2025)

Total accrued costs, net of carrier collateral offset $ 146 145 $ 148

Incurred losses related to prior years represent changes in estimates for ultimate losses on workers' compensation claims. For the three and six nine months ended June September 30, 2026, the favorable development is driven by lower than expected development on the average size of reported claims.

As of June September 30, 2026 and December 31, 2025, we had $ 25 24 million and $ 25 million of collateral held by insurance carriers, of which $ 3 million and $ 3 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 2 changes

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.

1 unchanged paragraph

respect to these matters, which are individually and in aggregate immaterial to our condensed consolidated financial statements.

1 unchanged paragraph

Note 6: STOCK BASED COMPENSATION 33 changes

2 unchanged paragraphs

The following tables summarize RSU activity for the six nine months ended June September 30, 2026:

1 unchanged paragraph

Granted 1,391,175 38.37

Vested ( 354,089 ) 76.40

Forfeited ( 91,964 ) 83.11

Granted 1,399,642 38.53

Vested ( 536,220 ) 73.01

Forfeited ( 168,239 ) 72.61

Nonvested at June September 30, 2026

3 unchanged paragraphs

Vested ( 9,834 ) 83.31

Forfeited ( 8,466 ) 76.69

Vested ( 18,672 ) 83.18

Forfeited ( 14,541 ) 76.69

Nonvested at June September 30, 2026

3 unchanged paragraphs

The following table summarizes stock option activity for the six nine months ended June September 30, 2026:

1 unchanged paragraph

Forfeited ( 15,798 ) 76.69

Forfeited ( 39,495 ) 76.69

Balance at June September 30, 2026

Additional Disclosures for Stock Options (in millions) June September 30, 2026

3 unchanged paragraphs

Three Months Ended June 30, Six Months Ended June 30,

Cost of providing services $ 3 $ 4 $ 7 $ 8

Sales and marketing 3 3 5 5

Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2026 2025 2026 2025

Cost of providing services $ 4 $ 4 $ 11 $ 12

Sales and marketing 1 3 7 8

General and administrative 10 9 18 15 28 23

Systems development and programming costs 1 2 3 3 1 4 5

Total stock based compensation expense $ 17 $ 18 17 $ 33 50 $ 31 48

Total stock based compensation capitalized $ $ 1 $ 1 $ 1 2

The table below summarizes unrecognized compensation expense as of June September 30, 2026 associated with the following:

1 unchanged paragraph

Nonvested stock options $ 4 1.72

Nonvested stock options $ 3 1.47

Nonvested time based RSUs 109 3.05 93 2.85

Nonvested performance based RSUs 23 2.10 20 1.87

Note 7: STOCKHOLDERS EQUITY 9 changes

June 30, Six Months Ended

The following table shows the beginning and ending balances of our issued and outstanding common stock for the three and six nine months ended June September 30, 2026 and 2025:

September 30, Nine Months Ended

Shares issued and outstanding, beginning balance 46,125,755 48,397,519 45,971,977 48,588,214 47,377,950 49,527,506

3 unchanged paragraphs

Awards effectively repurchased for required employee withholding taxes ( 63,119 65,499 ) ( 55,909 55,136 ) ( 120,603 186,102 ) ( 102,736 157,872 )

2 unchanged paragraphs

June 30, Six Months Ended

As of June September 30, 2026, there was $ 329 311 million remaining in the total authorization of $ 3,051 million of our ongoing stock repurchase program.

September 30, Nine Months Ended

1 unchanged paragraph

Total cash dividends paid (in millions) $ 13 14 $ 13 $ 26 40 $ 27 39

Note 8: INCOME TAXES 2 changes

Our ETR was 28 % for the second quarters of 2026 and 2025, and 28 % and 26 % for the first half of 2026 and 2025, respectively. The increase in the rate for the first half of 2026 compared to the same period in 2025 was primarily attributable to decreases in tax benefits for stock-based compensation and decreases in excludable income for state tax purposes.

Our ETR was 19 % and 32 % for the third quarters of 2026 and 2025, and 27 % and 28 % for nine months ended September 30, 2026, and 2025, respectively. The lower effective tax rate in both periods was primarily driven by increases in income tax credits realized and decreases in nondeductible expenses. These favorable impacts were partially offset by lower tax benefits related to stock-based compensation in 2026 and unfavorable state tax adjustments.

1 unchanged paragraph

Note 9: EARNINGS PER SHARE 13 changes

2 unchanged paragraphs

June 30, Six Months Ended

September 30, Nine Months Ended

1 unchanged paragraph

Net income $ 53 $ 37 $ 142 $ 122

Net income $ 31 $ 34 $ 173 $ 156

1 unchanged paragraph

Basic EPS $ 1.16 $ 0.77 $ 3.07 $ 2.49

Net income $ 53 $ 37 $ 142 $ 122

Diluted EPS $ 1.15 $ 0.77 $ 3.05 $ 2.48

Basic EPS $ 0.66 $ 0.70 $ 3.74 $ 3.20

Net income $ 31 $ 34 $ 173 $ 156

Weighted average shares of common stock outstanding 46 49 48 46 49

Dilutive effect of stock options and restricted stock units 1 1

Weighted average shares of common stock outstanding 46 49 47 48 47 49

Diluted EPS $ 0.65 $ 0.70 $ 3.70 $ 3.19

2 unchanged paragraphs

Note 10: RESTRUCTURING 10 changes

4 unchanged paragraphs

June 30, Six Months Ended

September 30, Nine Months Ended

2 unchanged paragraphs

Severance costs $ ( 1 ) $ 2 $ 12 $ 2

Severance costs $ $ 1 $ 12 $ 3

Total cash restructuring costs ( 1 ) 2 13 2 3

1 unchanged paragraph

Intangible asset and goodwill impairments 1 2

Total non-cash restructuring costs 1 2

Total restructuring costs $ ( 1 ) $ 2 $ 13 $ 3 5

3 unchanged paragraphs

Balance at June September 30, 2026

1 unchanged paragraph

FINANCIAL STATEMENTS Table of Contents

Note 11: SEGMENT INFORMATION 23 changes

2 unchanged paragraphs

Three Months Ended June 30, 2026 Six Months Ended June 30,

FINANCIAL STATEMENTS Table of Contents

The table below provides the primary measure of profitability and detail regarding the significant expenses reviewed by our CEO. Certain prior period amounts have been reclassified to conform confirm to the current period presentation. These reclassifications had no impact on previously reported net income or stockholders' equity.

September 30, Nine Months Ended September 30,

3 unchanged paragraphs

Interest income 12 18 26 36

Workers' compensation costs 14 17 36 39

Health insurance costs 853 930 1,687 1,850

Sales & marketing 59 63 124 125

Corporate administration 51 40 91 78

System support & development 37 41 76 85

Interest income 13 17 39 53

Workers' compensation costs 18 18 54 57

Health insurance costs 876 925 2,563 2,775

Sales & marketing 64 63 188 188

Client support costs 39 44 82 90 43 121 133

Corporate administration 52 44 143 122

System support & development 40 41 116 126

1 unchanged paragraph

Income taxes 21 14 55 44

Net income $ 53 37 $ 142 122

Stock based compensation 17 18 33 31 17 50 48

Interest expense, bank fees and other 14 15 27 29 12 13 39 42

Income taxes 8 16 63 60

Net income $ 31 34 $ 173 156

1 unchanged paragraph

Note 12: ACQUISITIONS 1 change

8 unchanged paragraphs

Unrestricted investments $ 3

14 unchanged paragraphs

Risk factors 6 changes

We may incur losses related to Employee Retention Tax Credit claims filed on behalf of our clients.

During the COVID 19 pandemic and in the years that followed, we assisted eligible clients in claiming ERTCs through adjustments to federal payroll tax filings. As a PEO, ERTC claims submitted on behalf of our clients were generally included on payroll tax returns filed in our name. The eligibility of many ERTC claims depends upon client specific information and certifications regarding matters that are outside of our direct control, including eligibility determinations, business operations, governmental orders and revenue reductions.

The IRS has increased its scrutiny of ERTC claims and is conducting examinations of certain claims. If the IRS determines that claims filed on behalf of our clients were not valid, were inadequately supported, were improperly calculated or were otherwise ineligible, the IRS may deny the credits and seek repayment of refunds previously paid or assert penalties and interest. In some circumstances, the IRS could seek recovery from us as the filer of the relevant payroll tax returns.

Although our agreements with our clients generally provide us with contractual rights to seek reimbursement from clients where we incur liabilities attributable to their claims, those contractual protections may not fully protect us from loss. Clients may dispute their obligations, challenge our ability to recover amounts paid, become insolvent or otherwise fail to satisfy reimbursement obligations. As a result, we may be unable to recover all amounts for which we become liable.

Any material disallowance of ERTC claims, requirement to repay credits, inability to recover amounts from clients, increase in reserves or allowances, litigation relating to ERTC claims, adverse regulatory developments or reputational harm associated with ERTC examinations could adversely affect our business, financial condition, results of operations and cash flows.

Other than the risk factor below, There have been no material changes in our risk factors disclosed in Part 1, Item 1A, of our 2025 Form 10-K and in Part II, Item 1A of our report on Form 10-Q filed with the SEC on July 30, 2026.

Unregistered sales of stock 10 changes

3 unchanged paragraphs

The following table provides information about our purchases of TriNet common stock during the quarter ended June September 30, 2026:

6 unchanged paragraphs

April 1 - April 30, 2026 211,902 $ 37.52 211,674 $ 339

May 1 - May 31, 2026 180,650 $ 41.47 117,798 $ 334

June 1 - June 30, 2026 111,154 $ 47.25 111,115 $ 329

Total 503,706 440,587

OTHER INFORMATION Table of Contents

July 1 - July 31, 2026 93,548 $ 59.34 92,622 $ 323

August 1 - August 31, 2026 140,726 $ 68.90 76,153 $ 318

September 1 - September 30, 2026 111,775 $ 65.43 111,775 $ 311 (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 $3,051 million as of June September 30, 2026. The total remaining authorization for future stock repurchases under our stock repurchase program was $329 $311 million as of June September 30, 2026. The program does not have an expiration date.

1 unchanged paragraph

(3) We repurchased a total of approximately $18 $19 million of our outstanding stock during the three months ended June September 30, 2026 .

1 unchanged paragraph

Other information 1 change

On September 9, 2026 , Paul Chamberlain , a member of the Board of Directors , adopted a new written trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (the Chamberlain Plan ). The first possible trade date under the Chamberlain Plan is December 9, 2026, and the end date of the Chamberlain Plan is November 15, 2027 (subject to customary exceptions), for a duration of approximately one year. The aggregate number of shares currently expected to be sold pursuant to the Chamberlain Plan is 2,400 .

1 unchanged paragraph

Exhibits 77 changes

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.

2021 Credit Agreement Our credit agreement dated February 26, 2021, as amended, supplemented or modified from time to time, most recently on August 16, 2023

2021 Revolver Our $700 million revolving line of credit included in our 2021 Credit Agreement, as amended on August 16, 2023

2029 Notes Our $500 million senior unsecured notes maturing in March 2029

2031 Notes Our $400 million senior unsecured notes maturing in August 2031

AFS Available-for-sale

AI Artificial intelligence

ASO Administrative Services Offering

ASO User An employee of a client that is using our ASO services

COBRA Consolidated Omnibus Budget Reconciliation Act

colleague TriNet's internal employees (as distinguished from WSEs)

COPS Cost of providing services

D&A Depreciation and amortization expenses

EBITDA Earnings before interest expense, taxes, depreciation and amortization of intangible assets

EPLI Employment Practices Liability Insurance

EPS Earnings Per Share

ERISA Employee Retirement Income Security Act

ERTC Employee Retention Tax Credit

ETR Effective tax rate

FASB Financial Accounting Standards Board

G&A General and administrative

GAAP Generally Accepted Accounting Principles in the United States

HCM Human capital management

HRIS Human resources information system

ICR Insurance cost ratio

IE Interest expense, bank fees and other

ISR Insurance service revenues

MD&A Management's Discussion and Analysis of Financial Condition and Results of Operations

MIS Management Information System

OE Operating expenses (includes G&A, S&M, SD&P and D&A)

PEO Professional Employer Organization

PEO Platform Users Individuals authorized by our clients to access and use the PEO platform

PFC Payroll funds collected for payroll and related taxes, insurance premiums and claim payments

PSR Professional service revenues

Reg FD Regulation Fair Disclosure

RSU Restricted Stock Unit

S&M Sales and marketing

S&P Standard & Poor's

SD&P Systems development and programming

GLOSSARY Table of Contents

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 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

FORWARD LOOKING STATEMENTS AND OTHER FINANCIAL INFORMATION Table of Contents

Incorporated by Reference

Exhibit No. Exhibit Form File No. Exhibit Filing Date Filed Herewith

3.1 Amended and Restated Certificate of Incorporation of TriNet Group, Inc.

3.2 Amended and Restated Bylaws of TriNet Group, Inc.

4.1 Registration Rights Agreement, by and between TriNet Group, Inc. and AGI-T, L.P., dated as of February 1, 2017.

4.2 Indenture, dated February 26, 2021, among the Company, the guarantors listed therein and U.S. Bank National Association, as trustee.

4.3 Indenture, dated August 16, 2023, among the Company, the guarantors listed therein and U.S. Bank Trust Company, National Association, as trustee

4.4 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

4.5 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

4.6 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

31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1* Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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.

GLOSSARY SIGNATURES Table of Contents

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: October 29, 2026 By: /s/ Michael Q. Simonds

CEO Chief Executive Officer

Date: October 29, 2026 By: /s/ Mala Murthy

CFO Chief Financial Officer