TriNet Group (NYSE: TNET) grows Q2 earnings on lower insurance costs

Rhea-AI Filing Summary

TriNet Group, Inc. reported Q2 2026 total revenues of $1,178 million, down 5% year over year, as co-employed Average WSEs fell 11% and Total WSEs fell 12%. Despite lower volume, income before tax rose 45% to $74 million and net income increased 43% to $53 million, with diluted EPS of $1.15.

Profitability improved mainly from a lower Insurance Cost Ratio of 86% versus 90%, driven by lower claims development, a $21 million recovery of prior-year health care costs, and health-benefit repricing. Adjusted EBITDA grew to $128 million and Adjusted Net Income to $72 million, lifting Adjusted EBITDA margin to 10.9%.

The company launched its TriNet Assistant AI HR tool, completed the all-cash acquisition of leave-management provider Cocoon, and modestly grew ASO users. It ended June 30, 2026 with $358 million in cash and $896 million of long-term debt, after repurchasing 1,789,100 shares and paying quarterly dividends up to $0.29 per share.

Positive

• Q2 2026 net income rose 43% to $53 million and Adjusted EBITDA increased to $128 million, expanding Adjusted EBITDA margin to 10.9% despite a 5% decline in total revenues.
• The Insurance Cost Ratio improved from 90% to 86% in Q2 2026, aided by lower claims development, a $21 million recovery of prior-year health care costs, and successful repricing of insurance services.

Negative

• Co-employed Average WSEs declined 11% and Total WSEs 12% year over year, reducing volumes in key verticals and contributing to a 5% drop in total revenues.
• Professional service revenues fell from $172 million to $159 million in Q2 2026, and ASO service revenues also decreased as legacy HRIS offerings were wound down and clients migrated.

Filing Explained

The filing leaves $310 million of ERTC receivables under IRS examination; ineligible claims could be sought back from clients.

This Form 10-Q, the unaudited quarterly report for the period ended June 30, 2026, reports that the IRS is examining certain employee-retention-tax-credit claims; TriNet has $310 million of related receivables and says it can seek reimbursement from clients if claims are found ineligible.

The balance sheet distinguishes corporate cash from cash held by TriNet Trust and reports restricted cash, cash equivalents and investments designated for payroll, insurance or other specified obligations.

As of June 30, 2026, the filing reports 45,971,977 issued and outstanding common shares, separately from 2,072,773 nonvested time-based restricted stock units, 531,260 nonvested performance-based units and 246,447 outstanding options; those awards are not reported as issued shares in this filing. If additional shares are later issued, existing holders’ percentage ownership would decline absent offsetting changes.

The ERTC item will be resolved through the IRS examinations and eligibility determinations; if claims are disallowed, the company’s stated recovery path is reimbursement requests to the clients that received distributed amounts.

Key Figures

Total revenues Q2 2026: $1,178 million Net income Q2 2026: $53 million Diluted EPS Q2 2026: $1.15 +5 more

8 metrics

Total revenues Q2 2026 $1,178 million Three months ended June 30, 2026

Net income Q2 2026 $53 million Three months ended June 30, 2026, 43% increase year over year

Diluted EPS Q2 2026 $1.15 Three months ended June 30, 2026, up from $0.77 in 2025

Adjusted EBITDA Q2 2026 $128 million Non-GAAP metric; margin 10.9% vs 8.5% a year earlier

Insurance Cost Ratio Q2 2026 86% Ratio of insurance costs to insurance service revenues; down from 90%

Average WSEs Q2 2026 297,615 Three months ended June 30, 2026, 11% decrease year over year

Cash and cash equivalents $358 million Balance as of June 30, 2026

Long-term debt $896 million Noncurrent debt outstanding as of June 30, 2026

Key Terms

Insurance Cost Ratio, Professional Employer Organization, Available-for-sale, Variable interest entity, +1 more

5 terms

Insurance Cost Ratio financial

"ICR is a performance measure calculated as the ratio of insurance costs to insurance service revenues."

Professional Employer Organization financial

"Through our PEO service model, we are the employer of record for certain employment-related purposes."

A professional employer organization (PEO) is a firm that companies hire to handle payroll, taxes, benefits and many human-resources tasks on their behalf, effectively acting as an outsourced back-office partner. Investors care because using a PEO can lower administrative costs, shift certain legal and tax responsibilities, and help a business scale more quickly, all of which can affect profitability, cash flow and regulatory risk.

Available-for-sale financial

"We also invest available corporate funds, primarily in fixed income securities which are classified as AFS."

A classification for bonds, stocks or other investments that a company plans to keep but might sell before they reach full term. Think of it like items a shop keeps on a shelf for potential sale: their market value can go up or down while the company holds them, and those unrealized gains or losses are shown separately from operating profit until they are sold. Investors watch this because large swings can change a company’s reported net worth and signal how much flexibility it has to raise cash quickly.

Variable interest entity financial

"We determined that TriNet Trust meets the definition of a variable interest entity and as the primary beneficiary we consolidate it."

A variable interest entity (VIE) is a company structure where one party controls another company’s operations and economic outcomes through contracts or special arrangements instead of owning a majority of its voting shares. For investors, VIEs matter because the controlling party’s financial results, debts and risks can appear in the controller’s reports even though ownership looks separate, so understanding VIEs helps assess true exposure, governance limits and transparency—like spotting a puppet controlled by strings rather than direct ownership.

Effective tax rate financial

"Our ETR was 28% for the second quarters of 2026 and 2025, and 28% and 26% for the first half."

The effective tax rate is the percentage of a company's profits that it pays in taxes. It shows how much of its earnings go to taxes after all deductions and credits are considered. For investors, it indicates how much of the company's income is taken by taxes, impacting overall profitability and financial health.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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10-Q Quarterly Reports: What Changes Quarter to Quarter →

Available on EDGAR 07/30/2026 - 04:40 PM Accepted by SEC EDGAR 07/30/2026 - 04:39 PM Learn about SEC filing dates

FAQ

How did TriNet (TNET) perform financially in Q2 2026?

TriNet generated $1,178 million in Q2 2026 revenue, down 5% year over year, but increased net income to $53 million and diluted EPS to $1.15. Adjusted EBITDA rose to $128 million, with an Adjusted EBITDA margin of 10.9%.

Why did TriNet's (TNET) revenue decline while earnings increased in Q2 2026?

Revenue fell 5% as co-employed Average WSEs declined 11%, driven by higher client attrition, especially in Technology and Professional Services. Earnings rose because the Insurance Cost Ratio improved to 86%, including a $21 million recovery of prior-year health care costs.

What happened to TriNet (TNET) worksite employee counts in Q2 2026?

Average WSEs were 297,615 and Total WSEs 299,655 in Q2 2026, each down 11–12% year over year. The declines were mainly in Technology, Professional Services, and Main Street verticals, partially linked to repricing of health benefits services.

What is TriNet's (TNET) liquidity and debt position as of June 30, 2026?

TriNet held $358 million in cash and cash equivalents and about $1.5 billion in total cash, cash equivalents and investments. Long-term debt totaled $896 million, primarily the 2029 and 2031 senior notes, and working capital was $275 million.

How much stock did TriNet (TNET) repurchase and what dividends were paid in 2026?

In the first half of 2026, TriNet repurchased 1,789,100 shares for approximately $76 million and acquired additional shares for tax withholding. It paid common stock dividends of $0.275 per share in January and $0.29 per share in April and July.

Which non-GAAP metrics does TriNet (TNET) emphasize and how did they trend?

TriNet highlights Adjusted EBITDA and Adjusted Net Income. In Q2 2026, Adjusted EBITDA increased to $128 million from $105 million, and Adjusted Net Income rose to $72 million from $55 million, reflecting stronger margins and lower insurance costs.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

or

☐    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number: 001-36373

TRINET GROUP, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware									95-3359658
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification No.)
One Park Place,			Suite 600
Dublin,			CA						94568
(Address of principal executive offices)									(Zip Code)

Registrant’s telephone number, including area code: (510) 352-5000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common stock par value $0.000025 per share			TNET			New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  x    No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer			x			Accelerated filer			o
Non-accelerated filer			o			Smaller reporting company			☐
						Emerging growth company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  x

The number of shares of Registrant’s Common Stock outstanding as of July 23, 2026 was 45,904,738.

TABLE OF CONTENTS

TRINET GROUP, INC.

Form 10-Q - Quarterly Report

For the Quarterly Period Ended June 30, 2026

TABLE OF CONTENTS

			Form 10-Q Cross Reference			Page
Glossary						3
Cautionary Note Regarding Forward-Looking Statements						5
Unaudited Condensed Consolidated Financial Statements			Part I, Item 1.			29
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						35
Note 3. Investments						36
Note 4. Accrued Workers' Compensation Costs						38
Note 5. Commitments and Contingencies						38
Note 6. Stock Based Compensation						39
Note 7. Stockholders' Equity						40
Note 8. Income Taxes						41
Note 9. Earnings Per Share						41
Note 10. Restructuring						42
Note 11. Segment Information						42
Note 12. Acquisitions						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.			46
Mine Safety Disclosures			Part II, Item 4.			46
Other Information			Part II, Item 5.			46
Exhibits			Part II, Item 6.			47

TRINET 2 2026 Q2 FORM 10-Q

GLOSSARY Table of Contents

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
CEO			Chief Executive Officer
CFO			Chief Financial Officer
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
HR			Human resources
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
ROU			Right-of-use
RSU			Restricted Stock Unit
S&M			Sales and marketing
S&P			Standard & Poor's
SD&P			Systems development and programming

TRINET 3 2026 Q2 FORM 10-Q

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

TRINET 4 2026 Q2 FORM 10-Q

FORWARD LOOKING STATEMENTS AND OTHER FINANCIAL INFORMATION Table of Contents

Cautionary Note Regarding Forward-Looking Statements

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,” "impact," “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “strategy,” “target,” "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 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; 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 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 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 retention; 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

TRINET 5 2026 Q2 FORM 10-Q

FORWARD LOOKING STATEMENTS AND OTHER FINANCIAL INFORMATION Table of Contents

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.

Forward-looking statements are not guarantees of future performance but are based on management’s expectations as of the date of this Form 10-Q and assumptions that are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from our current expectations and any past results, performance or achievements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

The information provided in this Form 10-Q is based upon the facts and circumstances known as of the date of this Form 10-Q, and any forward-looking statements made by us in this Form 10-Q speak only as of the date of this Form 10-Q. We undertake no obligation to revise or update any of the information provided in this Form 10-Q, except as required by law.

The MD&A of this Form 10-Q includes references to our performance measures presented in conformity with GAAP and 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 plans. Refer to the 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.

TRINET 6 2026 Q2 FORM 10-Q

MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents

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 a comprehensive suite of technology-enabled services through our PEO and ASO models including 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 technology platform and benefits and compliance expertise.

We deliver our services primarily through our PEO services, which comprise our most complete HCM solution within our co-employment model.

In addition, our ASO services, which include our “HR Plus” product, consist of a SaaS solution with a significant service component, including payroll processing, benefits management, HR administration and compliance management to provide HCM solutions that our clients can tailor dynamically over time based on their specific needs. Unlike our PEO services, ASO services do not include co-employment.

Operational Highlights

Our consolidated results for the first half of 2026 reflect our continuing efforts to enhance our client experience, improve our sales performance, and manage client attrition, through product development and investments in our platform, as well as operational and process improvements.

So far in 2026, we:

•continued to execute on our medium-term strategy, reflecting significant progress in our efforts to reset the rates of our health benefits services,

•launched our new AI tool, TriNet Assistant, enabling customers to ask and receive answers to HR questions, with corresponding privacy and security safeguards and controls, by directly accessing TriNet’s HR knowledge library,

•through initiative with key partners, launched tools to assist our clients with IT automation, global workforce management and retirement plan connectivity to TriNet’s platform,

•completed the purchase of Cocoon, a leading provider of leave management technology that we are integrating into TriNet’s platform.

•made enhancements to our ASO services, including new tools to enable benefits administration and automated support for common employee requests,

•continued to invest in our sales resources, including expanding our partnership with brokers,

•continued to demonstrate disciplined expense management while making investments into our growth and efficiency efforts, and

•paid common stock dividends of $0.275 per share in January and $0.29 per share in April and July.

TRINET 7 2026 Q2 FORM 10-Q

MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents

Performance Highlights

Our results for the quarter ended June 30, 2026 when compared to the same period of 2025, are noted below:

Q2 2026

$1.2B

$74M

86%

Total revenues

Income before tax

Insurance cost ratio

(5)%

decrease

45%

increase

(4)%

decrease

$53M

$1.15

$72M

Net income

Diluted EPS

Adjusted Net income *

43%

increase

50%

increase

31%

increase

297,615

299,655

Average WSEs

Total WSEs

(11)%

decrease

(12)%

decrease

* Non-GAAP measure. See definitions and reconciliations to the nearest GAAP measure below under the heading "Non-GAAP Financial Measures".

Our total revenue decreased in the second quarter of 2026, compared to the same period in 2025, primarily driven by lower co-employed Average WSEs partially offset by higher rates charged for our services.

During the second quarter of 2026, our Average WSEs decreased by 11% and Total WSEs decreased by 12% compared to the same period in 2025, primarily due to WSE decreases in our Technology, Professional Services, and Main Street verticals, which were partially attributable to repricing of our health benefits services.

Our results are highly influenced by health care cost and utilization trends. Our ICR in the second quarter of 2026 decreased compared to the same period in 2025, primarily driven by lower claims development and one time recovery of costs of $21 million from prior years. It also reflects the cumulative results of our repricing efforts over the past year to align our insurance services rates with the current insurance cost trend.

Lower insurance costs, partially offset by lower revenue, resulted in increases of net income and Adjusted Net Income of 43% and 31%, respectively, in the second quarter of 2026, as compared to the same period in 2025.

YTD 2026

			$2.4B									$197M									85%
			Total revenues									Income before tax									Insurance cost ratio
			(5)		%	decrease						19		%	increase						(4)		%	decrease
			$142M									$3.05									$188M
			Net income									Diluted EPS									Adjusted Net income *
			16		%	increase						23		%	increase						22		%	increase
			298,916									299,655
			Average WSEs									Total WSEs
			(12)		%	decrease						(12)		%	decrease
			Non-GAAP measure. See definitions below under the heading "Non-GAAP Financial Measures".

TRINET 8 2026 Q2 FORM 10-Q

MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents

Results of Operations

The following table summarizes our results of operations for the second quarter ended June 30, 2026, when compared to the same period of 2025. 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 2025 Form 10-K.

			Three Months Ended June 30,												Six Months Ended June 30,
(in millions, except operating metrics data)			2026			2025			% Change						2026			2025			% Change
Income Statement Data:
Professional service revenues			$	159		$	172		(8)		%				$	348		$	381		(9)		%
Insurance service revenues			1,007			1,048			(4)						2,030			2,113			(4)
Interest income			12			18			(33)						26			36			(28)
Total revenues			1,178			1,238			(5)						2,404			2,530			(5)
Insurance costs			867			947			(8)						1,723			1,889			(9)
Operating expenses			223			225			(1)						457			446			2
Interest expense, bank fees and other			14			15			(7)						27			29			(7)
Total costs and operating expenses			1,104			1,187			(7)						2,207			2,364			(7)
Income before tax			74			51			45						197			166			19
Income taxes			21			14			50						55			44			25
Net income			$	53		$	37		43		%				$	142		$	122		16		%
Cash Flow Data:
Net cash provided by operating activities															237			170			39		%
Net cash used in investing activities															(84)			(7)			1,100
Net cash used in financing activities															(757)			(428)			77
Non-GAAP measures (1):
Adjusted EBITDA			128			105			22		%				314			268			17		%
Adjusted Net income			72			55			31						188			154			22
Operating Metrics:
Insurance Cost Ratio			86		%	90		%	(4)		%				85		%	89		%	(4)		%
Average WSEs			297,615			336,010			(11)						298,916			338,377			(12)
Total WSEs			299,655			338,900			(12)						299,655			338,900			(12)

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

The following table summarizes our balance sheet data as of June 30, 2026 compared to December 31, 2025.

(in millions)			June 30, 2026						December 31, 2025						% Change
Balance Sheet Data:
Cash and cash equivalents			$	358					$	287					25		%
Working capital			275						231						19
Total assets			3,346						3,797						(12)
Debt			896						895						—
Total stockholders’ equity			125						54						131

TRINET 9 2026 Q2 FORM 10-Q

MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents

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, - stock based compensation expense - interest expense, bank fees and other, - depreciation, - amortization of intangible assets, - amortization of cloud computing arrangements, - restructuring costs, and - transaction and integration 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 and transaction and integration 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 - transaction and integration 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 25.5% and 25% of 2026 and 2025, respectively, which excludes the income tax impact from stock-based compensation, changes in uncertain tax positions, and nonrecurring benefits or expenses from federal legislative changes.

TRINET 10 2026 Q2 FORM 10-Q

MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents

Reconciliation of GAAP to Non-GAAP Measures

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

			Three Months Ended June 30,						Six Months Ended June 30,
(in millions)			2026			2025			2026			2025
Net income			$	53		$	37		$	142		$	122
Provision for income taxes			21			14			55			44
Stock based compensation			17			18			33			31
Interest expense, bank fees and other			14			15			27			29
Depreciation and amortization of intangible assets			19			17			36			34
Amortization of cloud computing arrangements			3			2			6			5
Restructuring costs			(1)			2			13			3
Transaction and integration costs			2			—			2			—
Adjusted EBITDA			$	128		$	105		$	314		$	268
Adjusted EBITDA Margin			10.9		%	8.5		%	13.1		%	10.6		%

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

			Three Months Ended June 30,						Six Months Ended June 30,
(in millions)			2026			2025			2026			2025
Net income			$	53		$	37		$	142		$	122
Effective income tax rate adjustment			2			1			5			2
Stock based compensation			17			18			33			31
Amortization of other intangible assets			3			3			5			5
Non-cash interest expense			1			—			1			1
Restructuring costs			(1)			2			13			3
Transaction and integration costs			2			—			2			—
Income tax impact of pre-tax adjustments			(5)			(6)			(13)			(10)
Adjusted Net Income			$	72		$	55		$	188		$	154

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MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents

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 who 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.

The effect of this fee is that we receive revenue from two types of users on our PEO platform, those who are co-employed in our PEO business and those who 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.

			Three Months Ended June 30,									Six Months Ended June 30,									% Change
			2026			2025						2026			2025						Q2 2026  vs. Q2 2025			YTD 2026 vs. YTD 2025
Average WSEs			297,615			336,010						298,916			338,377						(11)		%	(12)		%
Co-Employed			271,828			307,093						272,919			309,834						(11)			(12)
PEO Platform Users			25,787			28,917						25,997			28,544						(11)			(9)
Total WSEs			299,655			338,900						299,655			338,900						(12)			(12)
Co-Employed			273,914			308,805						273,914			308,805						(11)			(11)
PEO Platform Users			25,741			30,095						25,741			30,095						(14)			(14)

Average WSEs decreased 11% when comparing the second quarter of 2026 to the same period in 2025, driven by client attrition outpacing new client additions which was partially offset by modest additional hiring of WSEs by our clients over the past twelve months. These declines were primarily in our Technology, Professional Services, and Main Street verticals. Client attrition has been higher than our historical rates in the past twelve months primarily due to the repricing increases of our health benefits services driven by increasing health care costs.

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 revenue growth, business growth, and client retention. Total WSEs decreased 12% when compared to the same period in 2025, primarily due to declines in our Technology, Professional Services, and Main Street verticals for the reasons noted above.

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.

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.

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MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents

The following charts provide a view of our Average WSEs and Total WSEs by quarter from the second quarter of 2025 to the second quarter of 2026.

While Average WSEs and Total WSEs have declined year over year, both metrics were approximately flat sequentially during the second quarter of 2026.

ASO Users

ASO Users grew from approximately 39,700 users as of December 31, 2025 to approximately 40,400 users as of June 30, 2026. This increase is primarily related to the addition of new clients as we continue to migrate from our former HRIS product to our ASO product.

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MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents

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.

The table below presents the calculation of our ICR:

			Three Months Ended June 30,									Six Months Ended June 30,
(in millions)			2026			2025						2026			2025
Insurance costs			$	867		$	947					$	1,723		$	1,889
Insurance service revenues			1,007			1,048						2,030			2,113
Insurance Cost Ratio			86		%	90		%				85		%	89		%

ICR decreased for the second quarter and first half of 2026, respectively, as compared to the same periods in 2025, primarily driven by lower than expected claims development and a one-time recovery of costs of $21 million from prior years. Our ICR also decreased due to rate increases in our insurance services revenue for health benefits outpacing the corresponding increase in insurance costs due to our repricing efforts. The overall decrease in insurance costs and insurance services revenue was primarily due to lower co-employed Average WSEs.

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MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents

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.

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 second quarter of 2026 compared to the same period in 2025 and increased by 9% during the first half of 2026 when compared to same period in 2025.

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 and revenue we earn specific to our new Cocoon product,

•ASO services, and

•Interest income.

PSR

ISR - % represents proportion of insurance service revenues to total revenues

Interest income

*Total revenues generated from PEO services only, excluding interest income

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MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents

Total revenue decreased for the second quarter and first half of 2026, as lower co-employed Average WSEs was partially offset by rate increases for both professional services and insurance services revenues.

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 services. PSR from PEO services customers and ASO services clients was as follows:

			Three Months Ended June 30,						Six Months Ended June 30,
(in millions)			2026			2025			2026			2025
PEO Services			$	153		$	163		$	335		$	362
ASO Services			6			9			13			19
Total			$	159		$	172		$	348		$	381

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 revenue we earn specific to our new Cocoon product, and

•ASO services.

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MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents

PSR for the second quarter and first half of 2026 decreased compared to prior periods, primarily driven by lower co-employed Average WSEs and lower ASO revenue, partially offset by rate increases. PSR from ASO services has decreased as we continue to wind down our former HRIS services 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).

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MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents

ISR decreased for the second quarter and first half of 2026, primarily due to lower health plan enrollment driven by lower co-employed Average WSEs. This decrease was partially offset by higher rates.

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.

Interest income for the second quarter and first half of 2026 was lower than the prior period, primarily driven by lower interest received related to payroll tax refunds.

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MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents

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).

Insurance costs for the second quarter and first half of 2026 decreased, primarily due to lower co-employed Average WSEs, lower than expected claims development from the prior year and one-time recovery of costs of $21 million from prior years. This decrease was partially offset by higher rates paid for professional services, increased outpatient utilization, and continued growth in the use of high-cost drugs, particularly for specialty medications and non-specialty drugs for diabetes and obesity.

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MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents

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 June 30, 2026 primarily across the U.S. and India, approximately the same as in June 30, 2025. Compensation costs for our colleagues include payroll, payroll taxes, SBC, bonuses, commissions and other payroll- and benefits-related costs. Compensation-related expenses represented approximately 64% and 66% of our expenses in the second quarters of 2026 and 2025 respectively, and 67% in each of the six months ended 2026 and 2025.

During the second quarter of 2026 expenses decreased 1% when compared to the same period in 2025, largely driven by lower compensation expenses. During the six months ended June 30, 2026, expenses increased 2% when compared to the same period in 2025. The increase is largely driven by higher expenses related to severance charges incurred in the first quarter of 2026 as part of our efforts to rebalance our workforce in line with our medium term strategy. The ratio of expenses to total revenues was 20% for the second quarter and 20% for the six months ended June 30, 2026 and 19% for the same respective periods in 2025.

% 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.

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MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents

(in millions)
$240						Q2 2025 Expenses
			-6			COPS decreased primarily due to lower expenses in compensation and taxes and licenses.
			-2			S&M decreased primarily due to lower advertising and expenses for marketing events.
			+4			G&A increased primarily due to increases in payroll tax charges and consulting partially offset by lower compensation and travel and events.
			—			SD&P is consistent with prior period.
			+2			D&A is consistent with prior period.
			-1			IE is consistent with prior period.
			$237			Q2 2026 Expenses

(in millions)
$475						YTD 2025 Expenses
			-7			COPS decreased primarily due to lower expenses in compensation.
			—			S&M is consistent with prior period.
			+17			G&A increased primarily due to higher severance expense related to our restructuring efforts and payroll tax charges, partially offset by lower consulting expenses.
			-1			SD&P is consistent with prior period.
			+2			D&A is consistent with prior period.
			-2			IE is consistent with prior period.
			$484			YTD 2026 Expenses

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MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents

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

Income Taxes

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.

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MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents

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 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 June 30, 2026, the balance of restricted cash in TriNet Trust was $44 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 30, 2026												December 31, 2025
(in millions)			Corporate			WSE & TriNet Trust			Total						Corporate			WSE & TriNet Trust			Total
Current assets:
Cash and cash equivalents			$	352		$	6		$	358					$	286		$	1		$	287
Restricted cash, cash equivalents and investments			22			1,017			1,039						22			1,672			1,694
Other current assets			90			897			987						105			782			887
Total current assets			$	464		$	1,920		$	2,384					$	413		$	2,455		$	2,868
Total current liabilities			$	195		$	1,914		$	2,109					$	182		$	2,455		$	2,637
Working capital			$	269		$	6		$	275					$	231		$	—		$	231

As of June 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.

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 premiums 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.

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.

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MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents

Working capital for corporate purposes

Corporate working capital as of June 30, 2026 increased $38 million from December 31, 2025, primarily due to the increases in our corporate cash and cash equivalents. This increase was driven by earnings during the first half of 2026 partially offset by share repurchases and dividends paid.

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:

			Six Months Ended June 30,
(in millions)			2026												2025
			Corporate			WSE & TriNet Trust			Total						Corporate			WSE & TriNet Trust			Total
Net cash provided by (used in):
Operating activities			$	237		$	—		$	237					$	170		$	—		$	170
Investing activities			(84)			—			(84)						(7)			—			(7)
Financing activities			(102)			(655)			(757)						(118)			(310)			(428)
Effect of exchange rate changes			(1)			—			(1)						—			—			—
Net change in cash and cash equivalents, unrestricted and restricted			$	50		$	(655)		$	(605)					$	45		$	(310)		$	(265)
Cash and cash equivalents, unrestricted and restricted:
Beginning of period			$	345		$	1,557		$	1,902					$	415		$	1,276		$	1,691
End of period			$	395		$	902		$	1,297					$	460		$	966		$	1,426
Net increase (decrease) in cash and cash equivalents:
Unrestricted			$	66		$	5		$	71					$	46		$	1		$	47
Restricted			$	(16)		$	(660)		$	(676)					$	(1)		$	(311)		$	(312)

Operating Activities

The year-over-year change in net cash provided by operating activities was primarily driven by higher net income coupled with 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.

			Six Months Ended June 30,
(in millions)			2026			2025
Investments:
Purchases of marketable securities			$	(76)		$	(41)
Proceeds from sale and maturity of marketable securities			61			67
Cash provided by investments			$	(15)		$	26
Acquisitions of property and equipment and software			(47)			(34)
Cash used in capital expenditures			$	(47)		$	(34)
Proceeds from sale of business			—			1
Acquisition of subsidiary, net of cash acquired			(22)			—
Cash used in investing activities			$	(84)		$	(7)

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MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents

Investments

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 June 30, 2026, our investments had a weighted average duration of two-year and an average S&P credit rating of AA+.

As of June 30, 2026, we held approximately $1.5 billion in restricted and unrestricted cash, cash equivalents and investments, of which $358 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 first half of 2026 and 2025, we continued to make investments in software and hardware as we enhanced our existing service offerings and technology platform. In the second quarter of 2026 we acquired Cocoon in an all cash transaction. We also made significant investments in furniture and fixtures for our recently leased space in Atlanta during the first half of 2026. We expect capital investments in our software and hardware to continue in the future.

Financing Activities

Net cash used in financing activities in the first half of 2026 and 2025 consisted of WSE and TriNet Trust related activities and our debt and equity-related activities.

			Six Months Ended June 30,
(in millions)			2026			2025
Financing activities
Change in WSE and TriNet Trust related assets and liabilities, net			$	(655)		(310)
Repurchase of common stock, net of issuance			(76)			(92)
Dividends paid			(26)			(26)
Cash used in financing activities			$	(757)		$	(428)

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 first half of 2026, we repurchased 1,789,100 shares of our common stock for approximately $76 million through our existing stock repurchase program in addition to 63,119 shares acquired to satisfy tax withholding obligations related to SBC vesting. As of June 30, 2026, approximately $329 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 a common stock dividend of $0.275 per share in January 2026 and $0.29 per share in April 2026. We also declared common stock dividend of $0.29 per share paid in July 2026.

Capital Resources

As of June 30, 2026, $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, we paid off the remaining outstanding balance and as of June 30, 2026, no outstanding balance remained. 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.

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MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents

We were in compliance with all financial covenants under our 2021 Credit Agreement, 2029 Notes and 2031 Notes at June 30, 2026.

Critical Accounting Policies, Estimates and Judgments

There have been no material changes to our critical accounting policies, estimates and judgments as discussed in our 2025 Form 10-K.

Recent Accounting Pronouncements

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

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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK AND CONTROLS AND PROCEDURES Table of Contents

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. Changes in interest rates affect the interest earned on the Company's cash, cash equivalents and the fair value of our investments.

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 30, 2026 and December 31, 2025.

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. As of June 30, 2026, we had no outstanding borrowings under the 2021 Credit Agreement.

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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK AND CONTROLS AND PROCEDURES Table of Contents

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 June 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 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.

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 June 30, 2026, 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.

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TRINET GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Unaudited)

			Three Months Ended June 30,									Six Months Ended June 30,
(in millions except per share data)			2026			2025						2026			2025
Professional service revenues			$	159		$	172					$	348		$	381
Insurance service revenues			1,007			1,048						2,030			2,113
Interest income			12			18						26			36
Total revenues			1,178			1,238						2,404			2,530
Insurance costs			867			947						1,723			1,889
Cost of providing services			65			71						135			142
Sales and marketing			66			68						135			135
General and administrative			56			52						115			98
Systems development and programming			17			17						36			37
Depreciation and amortization of intangible assets			19			17						36			34
Interest expense, bank fees and other			14			15						27			29
Total costs and operating expenses			1,104			1,187						2,207			2,364
Income before tax			74			51						197			166
Income taxes			21			14						55			44
Net income			$	53		$	37					$	142		$	122
Other comprehensive income, net of income taxes			(1)			1						(3)			3
Comprehensive income			$	52		$	38					$	139		$	125
Net income per share:
Basic			$	1.16		$	0.77					$	3.07		$	2.49
Diluted			$	1.15		$	0.77					$	3.05		$	2.48
Weighted average shares:
Basic			46			48						46			49
Diluted			46			49						47			49

See accompanying notes.

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TRINET GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

						June 30,						December 31,
(in millions, except share and per share data)						2026						2025
Assets
Current assets:
Cash and cash equivalents						$	358					$	287
Restricted cash, cash equivalents and investments						1,039						1,694
Accounts receivable, net						3						20
Payroll funds receivable						428						264
Prepaid expenses, net						53						82
Other payroll assets						427						474
Other current assets						76						47
Total current assets						2,384						2,868
Restricted cash, cash equivalents and investments, noncurrent						122						128
Property and equipment, net						27						11
Operating lease right-of-use asset						40						36
Goodwill						465						461
Software and other intangible assets, net						173						153
Other assets						135						140
Total assets						$	3,346					$	3,797
Liabilities and stockholders' equity
Current liabilities:
Accounts payable and other current liabilities						$	103					$	86
Client deposits and other client liabilities						76						57
Accrued wages						547						555
Accrued health insurance costs, net						189						207
Accrued workers' compensation costs, net						42						42
Payroll tax liabilities and other payroll withholdings						1,134						1,671
Operating lease liabilities						10						10
Insurance premiums and other payables						8						9
Total current liabilities						2,109						2,637
Long-term debt, noncurrent						896						895
Accrued workers' compensation costs, noncurrent, net						104						106
Deferred taxes						54						55
Operating lease liabilities, noncurrent						44						37
Other non-current liabilities						14						13
Total liabilities						3,221						3,743
Commitments and contingencies (see Note 5)
Stockholders' equity:
Preferred stock						—						—
($0.000025 par value per share; 20,000,000 shares authorized; no shares issued or outstanding at June 30, 2026 and December 31, 2025)
Common stock and additional paid-in capital						1,174						1,135
($0.000025 par value per share; 750,000,000 shares authorized; 45,971,977 and 47,377,950 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively)
Accumulated deficit						(1,046)						(1,081)
Accumulated other comprehensive loss						(3)						—
Total stockholders' equity						125						54
Total liabilities & stockholders' equity						$	3,346					$	3,797

See accompanying notes.

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TRINET GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited)

			Three Months Ended June 30,									Six Months Ended June 30,
(in millions)			2026			2025						2026			2025
Total Stockholders' Equity, beginning balance			$	83		$	63					$	54		$	69
Common Stock and Additional Paid-In Capital
Beginning balance			1,151			1,070						1,135			1,056
Issuance of common stock for employee stock purchase plan			5			6						5			7
Stock based compensation expense			18			19						34			32
Ending balance			1,174			1,095						1,174			1,095
Accumulated Deficit
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)
Awards effectively repurchased for required employee withholding taxes			(3)			(5)						(5)			(8)
Ending balance			(1,046)			(988)						(1,046)			(988)
Accumulated Other Comprehensive Income
Beginning balance			(2)			(1)						—			(3)
Other comprehensive income			(1)			1						(3)			3
Ending balance			(3)			—						(3)			—
Total Stockholders' Equity, ending balance			$	125		$	107					$	125		$	107

See accompanying notes.

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TRINET GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

			Six Months Ended June 30,
(in millions)			2026			2025
Operating activities
Net income			$	142		$	122
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of intangible assets			36			33
Amortization of deferred costs			26			23
Amortization of ROU asset, lease modification, impairment, and abandonment			4			3
Deferred income taxes			—			(1)
Stock based compensation			33			31
Loss from disposition of assets			—			1
Other			2			3
Changes in operating assets and liabilities:
Accounts receivable, net			1			1
Prepaid expenses, net			25			9
Other assets			(29)			(18)
Accounts payable and other liabilities			11			(5)
Client deposits and other client liabilities			(2)			(1)
Accrued wages			(6)			(10)
Accrued health insurance costs, net			—			1
Accrued workers' compensation costs, net			(2)			(1)
Payroll taxes liabilities and other payroll withholdings			(2)			(14)
Operating lease liabilities			(2)			(7)
Net cash provided by operating activities			237			170
Investing activities
Purchases of marketable securities			(76)			(41)
Proceeds from sale and maturity of marketable securities			61			67
Acquisitions of property and equipment and software			(47)			(34)
Proceeds from sale of business			—			1
Acquisition of subsidiary, net of cash acquired			(22)			—
Net cash used in investing activities			(84)			(7)
Financing activities
Change in WSE and TriNet Trust related assets and liabilities, net			(655)			(310)
Repurchase of common stock			(76)			(91)
Proceeds from issuance of common stock			5			7
Awards effectively repurchased for required employee withholding taxes			(5)			(8)
Dividends paid			(26)			(26)
Net cash used in financing activities			(757)			(428)
Effect of exchange rate changes on cash and cash equivalents			(1)			—
Net change in cash and cash equivalents, unrestricted and restricted			(605)			(265)
Cash and cash equivalents, unrestricted and restricted:
Beginning of period			1,902			1,691
End of period			$	1,297		$	1,426
Supplemental disclosures of cash flow information
Interest paid			$	25		$	27
Income taxes paid, net			$	8		$	26
Supplemental schedule of noncash investing and financing activities
Cash dividend declared, but not yet paid			$	13		$	13
Payable for purchase of property and equipment			$	9		$	3
Receivable from sale of business			$	—		$	6

See accompanying notes.

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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 ASO 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 benefits, and

•workers' compensation coverage.

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

Through our ASO services model, 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 six months ended June 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.

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 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 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

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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, which represents majority of TriNet Trust's benefits. As a result, TriNet Trust is consolidated into our financial statements.

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.

(in millions)						June 30, 2026			December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents						$	7		$	1
Restricted cash, cash equivalents and investments						44			79
Payroll funds receivable						2			—
Total current assets						53			80
Total assets						$	53		$	80
LIABILITIES
Current liabilities:
Accounts payable and other current liabilities						$	2		$	1
Payable to TriNet						7			—
Accrued wages						13			33
Payroll tax liabilities and other payroll withholdings						31			46
Total current liabilities						53			80
Total liabilities						$	53		$	80

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 health, dental, and vision as an employer plan sponsor under section 3(5) of the ERISA. In the six months ended June 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.

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 June 30, 2026 and December 31, 2025, prepayments and miscellaneous receivables offsetting accrued health insurance costs were $114 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 30, 2026 and December 31, 2025, accrued health insurance costs offsetting prepaid expenses were $24 million and $87 million, respectively.

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During the second quarter of 2026, we recognized a recovery of $21 million of previously expensed Health Care costs. The recovery was recorded as a reduction to Insurance costs in the condensed consolidated statements of income and comprehensive income.

Other Payroll Assets and Payroll Tax Liabilities and Other Payroll Withholdings

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 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 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.

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, 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.

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 ASO 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-related liabilities. 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 the 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.

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FINANCIAL STATEMENTS Table of Contents

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

			June 30, 2026												December 31, 2025
(in millions)			Cash and cash equivalents			Available-for-sale marketable securities						Total						Cash and cash equivalents			Available-for-sale marketable securities						Total
Cash and cash equivalents			$	358		$	—					$	358					$	287		$	—					$	287
Restricted cash, cash equivalents and investments:
Payroll funds collected			811			—						811						1,424			—						1,424
Collateral for health benefits claims			37			102						139						37			108						145
Collateral for workers' compensation claims			44			—						44						45			—						45
Trust for our ASO Users			44			—						44						79			—						79
Other security deposits			1			—						1						1			—						1
Total restricted cash, cash equivalents and investments			937			102						1,039						1,586			108						1,694
Restricted cash, cash equivalents and investments, noncurrent
Collateral for workers' compensation claims			2			120						122						29			99						128
Total			$	1,297		$	222					$	1,519					$	1,902		$	207					$	2,109

NOTE 3. INVESTMENTS

The following tables summarize our financial instruments by significant categories and fair value measurement on a recurring basis as of June 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						Restricted Cash, Cash Equivalents and Investments
June 30, 2026
Cash equivalents:
Money market mutual funds			Level 1			$	137		$	—		$	—		$	137		$	101					$	36
U.S. treasuries			Level 2			22			—			—			22			—						22
Total cash equivalents						159			—			—			159			101						58
AFS Investments:
Corporate bonds			Level 2			33			—			—			33			—						33
Agency securities			Level 2			7			—			—			7			—						7
U.S. treasuries			Level 2			179			—			(1)			178			—						178
Certificate of deposit			Level 2			4			—			—			4			—						4
Total AFS Investments						$	223		$	—		$	(1)		$	222		$	—					$	222

(in millions)			Fair Value Level			Amortized Cost			Gross Unrealized Gains			Gross Unrealized Losses			Fair Value			Cash and Cash Equivalents						Restricted Cash, Cash Equivalents and Investments
December 31, 2025
Cash equivalents:
Money market mutual funds			Level 1			$	483		$	—		$	—		$	483		$	96					$	387
U.S. treasuries			Level 2			2			—			—			2			—						2
Total cash equivalents						485			—			—			485			96						389
AFS Investments:
Corporate bonds			Level 2			34			—			—			34			—						34
Agency securities			Level 2			11			—			—			11			—						11
U.S. treasuries			Level 2			160			2			—			162			—						162
Total AFS Investments						$	205		$	2		$	—		$	207		$	—					$	207

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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 June 30, 2026 and December 31, 2025. There were no transfers between levels as of June 30, 2026 and December 31, 2025.

Sales and Maturities

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

(in millions)						June 30, 2026
One year or less						$	31
Over one year through five years						186
Over five years through ten years						5
Total fair value						$	222

The gross proceeds from sales and maturities of AFS securities for the three and six months ended June 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 months ended June 30, 2026 and 2025.

			Three Months Ended June 30,									Six Months Ended June 30,
(in millions)			2026			2025						2026			2025
Gross proceeds from sales			$	16		$	31					$	53		$	62
Gross proceeds from maturities			7			1						8			4

Fair Value of Long-Term Debt

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.

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NOTE 4. ACCRUED WORKERS' COMPENSATION COSTS

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

			Three Months Ended June 30,									Six Months Ended June 30,
(in millions)			2026			2025						2026			2025
Total accrued costs, beginning of period			$	156		$	160					$	151		$	158
Incurred
Current year			13			16						28			30
Prior years			(7)			(7)						(8)			(7)
Total incurred			6			9						20			23
Paid
Current year			(2)			(2)						(2)			(2)
Prior years			(11)			(9)						(20)			(21)
Total paid			(13)			(11)						(22)			(23)
Total accrued costs, end of period			$	149		$	158					$	149		$	158

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

(in millions)			June 30, 2026			December 31, 2025
Total accrued costs, end of period			$	149		$	151
Collateral paid to carriers and offset against accrued costs			(3)			(3)
Total accrued costs, net of carrier collateral offset			$	146		$	148
Payable in less than 1 year (net of collateral paid to carriers of $1 at June 30, 2026 and December 31, 2025)			42			42
Payable in more than 1 year (net of collateral paid to carriers of $2 at June 30, 2026 and December 31, 2025)			104			106
Total accrued costs, net of carrier collateral offset			$	146		$	148

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

As of June 30, 2026 and December 31, 2025, we had $25 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

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.

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FINANCIAL STATEMENTS Table of Contents

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 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 2026 and 2025 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 six months ended June 30, 2026:

Time-based RSUs

									Total Number of Shares			Weighted-Average Grant Date Fair Value
Nonvested at December 31, 2025									1,127,651			$	86.55
Granted									1,391,175			38.37
Vested									(354,089)			76.40
Forfeited									(91,964)			83.11
Nonvested at June 30, 2026									2,072,773			$	56.11

Performance-based RSUs

									Total Number of Shares			Weighted-Average Grant Date Fair Value
Nonvested at December 31, 2025									178,856			$	80.78
Granted (1)									370,704			41.81
Vested									(9,834)			83.31
Forfeited									(8,466)			76.69
Nonvested at June 30, 2026									531,260			$	53.60

(1)    Amount includes increase of 37,946 shares related to the finalization of the performance achievement levels for previously issued grants.

Stock Options

Stock options may be 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.

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FINANCIAL STATEMENTS Table of Contents

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

			Number of Shares			Weighted Average Exercise Price			Weighted Average Remaining Contractual Term (in years)			Aggregate Intrinsic Value (in millions)
Balance at December 31, 2025			262,245			$	76.69		9.22			$	—
Forfeited			(15,798)			76.69			—			—
Balance at June 30, 2026			246,447			$	76.69		8.73			$	—

Additional Disclosures for Stock Options (in millions)			June 30, 2026
Weighted-average grant date fair value of stock options			$	31.65

Stock Based Compensation

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

			Three Months Ended June 30,									Six Months Ended June 30,
(in millions)			2026			2025						2026			2025
Cost of providing services			$	3		$	4					$	7		$	8
Sales and marketing			3			3						5			5
General and administrative			10			9						18			15
Systems development and programming costs			1			2						3			3
Total stock based compensation expense			$	17		$	18					$	33		$	31
Total stock based compensation capitalized			$	—		$	1					$	1		$	1

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

			Amount (in millions)			Weighted-Average Period (in Years)
Nonvested stock options			$	4		1.72
Nonvested time based RSUs			109			3.05
Nonvested performance based RSUs			23			2.10

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 six months ended June 30, 2026 and 2025:

			Three Months Ended June 30,									Six Months Ended June 30,
			2026			2025						2026			2025
Shares issued and outstanding, beginning balance			46,125,755			48,397,519						47,377,950			49,527,506
Issuance of common stock from vested restricted stock units			210,121			176,461						363,923			303,704
Issuance of common stock for employee stock purchase plan			139,807			89,884						139,807			89,884
Repurchase of common stock			(440,587)			(19,741)						(1,789,100)			(1,230,144)
Awards effectively repurchased for required employee withholding taxes			(63,119)			(55,909)						(120,603)			(102,736)
Shares issued and outstanding, ending balance			45,971,977			48,588,214						45,971,977			48,588,214

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FINANCIAL STATEMENTS Table of Contents

Stock Repurchases

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

Dividends

			Three Months Ended June 30,						Six Months Ended June 30,
			2026			2025			2026			2025
Quarterly dividend per common share declared			$	0.29		$	0.275
Total cash dividends paid (in millions)			$	13		$	13		$	26		$	27

NOTE 8. INCOME TAXES

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.

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.

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:

			Three Months Ended June 30,									Six Months Ended June 30,
(in millions, except per share data)			2026			2025						2026			2025
Net income			$	53		$	37					$	142		$	122
Weighted average shares of common stock outstanding			46			48						46			49
Basic EPS			$	1.16		$	0.77					$	3.07		$	2.49
Net income			$	53		$	37					$	142		$	122
Weighted average shares of common stock outstanding			46			49						46			49
Dilutive effect of stock options and restricted stock units			—			—						1			—
Weighted average shares of common stock outstanding			46			49						47			49
Diluted EPS			$	1.15		$	0.77					$	3.05		$	2.48
Common stock equivalents excluded from income per diluted share because of their anti-dilutive effect			1			1						4			2

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FINANCIAL STATEMENTS Table of Contents

NOTE 10. RESTRUCTURING

During the fourth quarter of 2024, we completed a detailed review of our strategy and made several decisions that would narrow and intensify our focus on our U.S. PEO business. This includes 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 now 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 reductions to our U.S. staffing and office footprint.

In the first half of 2026, we realigned responsibilities within our management structure and reduced our U.S. workforce to better align with our current level of clients and WSEs.

As part of these restructuring initiatives, the Company incurred the charges shown in the following table. These expenses are classified in G&A in our condensed consolidated statement of income and comprehensive income.

			Three Months Ended June 30,						Six Months Ended June 30,
(in millions)			2026			2025			2026			2025
Cash restructuring costs:
Severance costs			$	(1)		$	2		$	12		$	2
Professional fees			—			—			1			—
Total cash restructuring costs			(1)			2			13			2
Non-cash restructuring costs:
Intangible asset and goodwill impairments			—			—			—			1
Total non-cash restructuring costs			—			—			—			1
Total restructuring costs			$	(1)		$	2		$	13		$	3

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

(in millions)			Accounts payable and other current liabilities			Accrued wages
Balance at December 31, 2025			$	1		$	10
(+) Additions			—			12
(-) Payments			—			(15)
Balance at June 30, 2026			$	1		$	7

We expect the restructuring efforts to continue through 2026 and may recognize additional expenses as they are incurred.

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FINANCIAL STATEMENTS Table of Contents

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. Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on previously reported net income or stockholders' equity.

									Three Months Ended June 30, 2026									Six Months Ended June 30,
(in millions)												2026			2025						2026			2025
Professional service revenues												$	159		$	172					$	348		$	381
Insurance service revenues												1,007			1,048						2,030			2,113
Interest income												12			18						26			36
Total revenues												1,178			1,238						2,404			2,530
Workers' compensation costs												14			17						36			39
Health insurance costs												853			930						1,687			1,850
Sales & marketing												59			63						124			125
Client support costs												39			44						82			90
Corporate administration												51			40						91			78
System support & development												37			41						76			85
Depreciation and amortization of intangible assets												19			17						36			34
Stock based compensation												17			18						33			31
Other (1)												1			2						15			3
Interest expense, bank fees and other												14			15						27			29
Income taxes												21			14						55			44
Net income												$	53		37						$	142		122

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

NOTE 12. ACQUISITIONS

Cocoon

On April 10, 2026, we acquired 100% of the equity of Cocoon Financial Services, Inc. (“Cocoon”), a Delaware corporation. Cocoon is a technology company that develops and provides software products and services, including solutions that deliver leave law information and related functionality to its customers.

The acquisition was undertaken to enhance our tools related to WSE leave management, including real-time leave tracking, integrated claims filing and streamlined payroll calculations.

The Company recorded the acquisition using the acquisition method of accounting for business combinations in accordance with ASC 805 and recognized identifiable assets acquired and liabilities assumed at their fair value as of the date of acquisition. We measure goodwill as the excess of the cash and stock consideration transferred, which we also measure at fair value, over the net of the acquisition date fair values of the identifiable assets acquired and liabilities assumed. The values assigned to the assets acquired and liabilities assumed are based on preliminary estimates of fair value available as of the date of this Quarterly Report on Form 10-Q and may change over the measurement period as the analysis of the assets acquired and liabilities assumed is finalized and additional information is received. The measurement period will end no later than one year from the acquisition date.

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FINANCIAL STATEMENTS Table of Contents

The purchase price was $23 million, which included $1 million of Cocoon’s own cash paid to its former shareholders resulting in a net cash paid by TriNet of $22 million.

The following table summarizes the fair value of the net assets acquired and preliminary allocation of the purchase price:

(in millions)			Amount
Total purchase price			$	22
Assets acquired:
Unrestricted investments			$	3
Accounts receivable, net			2
Software and other intangible assets, net			17
Total assets acquired			22
Liabilities assumed:
Client deposits and other client liabilities			$	3
Accrued wages			1
Total liabilities assumed			4
Net assets acquired			$	18
Goodwill at acquisition			$	4

Goodwill represents future economic benefits we expect to achieve as a result of the acquisition, including revenue and cost synergies from our complementary business models. The results of Cocoon have been included in our condensed consolidated financial statements since the closing of the acquisition. Pro forma financial information was not presented because the effect of the acquisition was not material to our results of operations and financial condition. The goodwill associated with the acquisition is not deductible for income tax purposes.    

The intangible assets acquired were as follows:

(in millions)			Amount			Estimated Useful Life
Acquired technology			$	17		7 years
Total intangible assets			$	17

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OTHER INFORMATION Table of Contents

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.

Risk Factors

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.

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.

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 June 30, 2026:

Period			Total Number of Shares Purchased (2)						Weighted Average Price Paid Per Share						Total Number of Shares Purchased as Part of Publicly Announced Plans (1)												Approximate Dollar Value ($ millions) of Shares that May Yet be Purchased Under the Plans (3)
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

(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 30, 2026. The total remaining authorization for future stock repurchases under our stock repurchase program was $329 million as of June 30, 2026. The program does not have an expiration date.

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OTHER INFORMATION Table of Contents

(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 $18 million of our outstanding stock during the three months ended June 30, 2026.

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.

Defaults Upon Senior Securities

Not applicable.

Mine Safety Disclosures

Not applicable.

Other Information

Not applicable.

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EXHIBITS Table of Contents

Exhibits

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

EXHIBIT INDEX

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.

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.

TRINET 47 2026 Q2 FORM 10-Q

SIGNATURES Table of Contents

SIGNATURES

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.

			TRINET GROUP, INC.
Date: July 30, 2026						By:			/s/ Michael Q. Simonds
									Michael Q. Simonds
									Chief Executive Officer
Date: July 30, 2026						By:			/s/ Mala Murthy
									Mala Murthy
									Chief Financial Officer

TRINET 48 2026 Q2 FORM 10-Q