Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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 March 31, 2025

☐ 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 April 18, 2025 was 48,399,165.


TABLE OF CONTENTS

TRINET GROUP, INC.

Form 10-Q - Quarterly Report

For the Quarterly Period Ended March 31, 2025

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.	25
Condensed Consolidated Statements of Income and Comprehensive Income		25

Condensed Consolidated Balance Sheets		26
Condensed Consolidated Statements of Stockholders' Equity		27
Condensed Consolidated Statements of Cash Flows		28
Notes to Condensed Consolidated Financial Statements		29
Note 1. Description of Business and Significant Accounting Policies		29
Note 2. Cash, Cash Equivalents and Investments - Unrestricted and Restricted		32
Note 3. Financial Instruments and Fair Value Measurements		33

Note 4. Accrued Workers' Compensation Costs		34

Note 5. Commitments and Contingencies		35
Note 6. Stock Based Compensation		35
Note 7. Stockholders' Equity		37
Note 8. Income Taxes		37
Note 9. Earnings Per Share		38
Note 10. Restructuring		38
Note 11. Segment Information		38


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.	23
Controls and Procedures	Part I, Item 4.	24
Legal Proceedings	Part II, Item 1.	40
Risk Factors	Part II, Item 1A.	40
Unregistered Sales of Equity Securities and Use of Proceeds	Part II, Item 2.	40
Defaults Upon Senior Securities	Part II, Item 3.	41
Mine Safety Disclosures	Part II, Item 4.	41
Other Information	Part II, Item 5.	41
Exhibits	Part II, Item 6.	42



TRINET	2	2025 Q1 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




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
ERP			Enterprise resource planning


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
HRIS User			A client employee who is a user of our HR Platform (for example, employees of an HRIS client)




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



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


PSR			Professional service revenues


Reg FD			Regulation Fair Disclosure
ROU			Right-of-use
RSU			Restricted Stock Unit
S&M			Sales and marketing
SaaS			Software as a Service
S&P			Standard & Poor's
SD&P			Systems development and programming



TRINET	3	2025 Q1 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 Clarus R+D			Clarus R+D Solutions, LLC, which was sold in the first quarter of 2025
TriNet Trust			Trust which was created for the purpose of holding funds provided by ASO clients for the remittance to ASO Users, tax authorities and 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	2025 Q1 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,” “forecast,” “hope,” "impact," “intend,” “may,” “outlook,” “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 ability to successfully diversify our overall service and technology offerings to support SMBs throughout their lifecycle; our plans and ability to grow our client base; our expectations regarding medical utilization rates by our WSEs and the impact of inflation on our insurance costs; the impact of planned improvements to our technology platform and whether it 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; 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 relative value of our benefit offerings versus those SMBs can independently obtain; 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 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; the payment of dividends of $0.275 per share in the second quarter of 2025; 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; 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, 2024 filed with the SEC on February 13, 2025 (our 2024 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 2024 Form 10-K, those appearing under the heading “Risk Factors” in Part II, Item 1A of this Form 10-Q and under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in 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	2025 Q1 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	2025 Q1 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 advanced technology-enabled services that include human capital expertise, employee benefits such as health insurance and retirement plans, payroll and payroll tax administration, risk mitigation, and compliance consulting.

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

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

Operational Highlights

Our consolidated results for the quarter ended March 31, 2025 reflect our continuing efforts to serve our clients, attract new clients and invest in our platform.

So far in 2025, we:

•continued to grow our total revenues, supported primarily by growth in ISR,

•made progress on the strategic restructuring initiatives to focus our business on our core value proposition, growing ASO, and the efficiency and effectiveness of our operations, including the sale of TriNet Clarus R+D,

•demonstrated disciplined expense management, in light of rising insurance costs,

•announced plans to establish a new corporate center in Atlanta, Georgia over the next five years, and

•declared common stock dividends of $0.275 per share, up 10%, to be paid in April 2025.

Performance Highlights

Our results for the quarter ended March 31, 2025, when compared to the same period of 2024, are noted below:

Q1 2025


$1.3B			$115M			88%
Total revenues			Income before tax			Insurance cost ratio
1	%	increase	(7)	%	decrease	2	%	increase

$85M			$1.71			$99M
Net income			Diluted EPS			Adjusted Net income *
(7)	%	decrease	(4)	%	decrease	(11)	%	decrease

340,744			339,625
Average WSEs			Total WSEs
(2)	%	decrease	(3)	%	decrease

Non-GAAP measure. See definitions below under the heading "Non-GAAP Financial Measures".

Our total revenues increased by 1% in the first quarter of 2025, compared to the same period in 2024, driven primarily by insurance services rate increases, partially offset by lower Average co-employed WSEs.

During the first quarter of 2025, our Average WSEs and Total WSEs decreased by 2% and 3%, respectively, compared to the same period in 2024, primarily due to WSE decreases in our Technology, Professional Services, Main Street, and Life Sciences verticals.



TRINET	7	2025 Q1 FORM 10-Q


MANAGEMENT'S DISCUSSION AND ANALYSIS			Table of Contents

Our results are highly influenced by health care cost and utilization trends. Our ICR in the first quarter of 2025 was 2 points higher compared to the same period in 2024, driven by more severe medical service utilization, higher rates paid for services, and increasing specialty drug utilization which collectively outpaced the rates we charge our clients.

Higher insurance costs, partially offset by higher revenues and lower expenses, resulted in decreases of net income and Adjusted Net income of 7% and 11%, respectively, in the first quarter of 2025, as compared to the same period in 2024.

Results of Operations

The following table summarizes our results of operations for the first quarter ended March 31, 2025, when compared to the same period of 2024. For details of the critical accounting judgments and estimates that could affect our Results of Operations, see the Critical Accounting Judgments and Estimates section within the MD&A in Item 7 of our 2024 Form 10-K.


	Three Months Ended March 31,
(in millions, except operating metrics data)	2025			2024			% Change
Income Statement Data:
Professional service revenues	$	209		$	214		(2)	%
Insurance service revenues	1,065			1,050			1
Interest income	18			18			—
Total revenues	1,292			1,282			1
Insurance costs	942			907			4
Operating expenses	221			235			(6)
Interest expense, bank fees and other	14			16			(13)
Total costs and operating expenses	1,177			1,158			2
Income before tax	115			124			(7)
Income taxes	30			33			(9)
Net income	$	85		$	91		(7)	%


Cash Flow Data:
Net cash provided by operating activities	95			91			4
Net cash used in investing activities	(8)			(47)			(83)
Net cash used in financing activities	(494)			(243)			103	%

Non-GAAP measures (1):



Adjusted EBITDA	162			180			(10)
Adjusted Net income	99			111			(11)


Operating Metrics:
Insurance Cost Ratio	88		%	86		%	2
Average WSEs	340,744			348,164			(2)
Total WSEs	339,625			351,919			(3)

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

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


(in millions)	March 31, 2025		December 31, 2024		% Change
Balance Sheet Data:
Cash and cash equivalents	$	349	$	360	(3)	%
Working capital	211		199		6	%
Total assets	3,775		4,119		(8)
Debt	983		983		—
Total stockholders’ equity	63		69		(9)



TRINET	8	2025 Q1 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, - interest expense, bank fees and other, - depreciation, - amortization of intangible assets, - stock based compensation expense, - amortization of cloud computing arrangements, and - restructuring costs.	• Provides period-to-period comparisons on a consistent basis and an understanding as to how our management evaluates the effectiveness of our business strategies by excluding certain non-recurring costs, which include restructuring costs, as well as certain non-cash charges such as depreciation and amortization, and stock-based compensation and certain impairment charges recognized based on the estimated fair values. We believe these charges are either not directly resulting from our core operations or not indicative of our ongoing operations. • Enhances comparisons to the prior period and, accordingly, facilitates the development of future projections and earnings growth prospects. • Provides a measure, among others, used in the determination of incentive compensation for management. • We also sometimes refer to Adjusted EBITDA margin, which is the ratio of Adjusted EBITDA to total revenues.
Adjusted Net Income	• Net income, excluding the effects of: - effective income tax rate (1), - stock based compensation expense, - amortization of intangible assets, net, - non-cash interest expense, - restructuring costs, and - the income tax effect (at our effective tax rate (1) of these pre-tax adjustments.)	• Provides information to our stockholders and board of directors to understand how our management evaluates our business, to monitor and evaluate our operating results, and analyze profitability of our ongoing operations and trends on a consistent basis by excluding certain non-cash charges.

(1) Non-GAAP effective tax rate is 25.0% and 25.6% for the first quarters of 2025 and 2024, 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	9	2025 Q1 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 March 31,
(in millions)	2025			2024
Net income	$	85		$	91
Provision for income taxes	30			33
Stock based compensation	13			20
Interest expense, bank fees and other	14			16
Depreciation and amortization of intangible assets	17			18
Amortization of cloud computing arrangements	2			2

Restructuring costs	1			—
Adjusted EBITDA	$	162		$	180
Adjusted EBITDA Margin	12.6		%	14.2		%

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


	Three Months Ended March 31,
(in millions)	2025		2024
Net income	$	85	$	91
Effective income tax rate adjustment	1		1
Stock based compensation	13		20
Amortization of other intangible assets	2		5
Non-cash interest expense	1		—

Restructuring costs	1		—
Income tax impact of pre-tax adjustments	(4)		(6)
Adjusted Net Income	$	99	$	111



TRINET	10	2025 Q1 FORM 10-Q


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

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


	Three Months Ended March 31,
		2025	2024	% Change

Average WSEs		340,744	348,164	(2)	%
Co-Employed		312,573	330,566	(5)
PEO Platform Users		28,171	17,598	60
Total WSEs		339,625	351,919	(3)
Co-Employed		311,165	332,361	(6)
PEO Platform Users		28,460	19,558	46

Average WSEs decreased 2% when comparing the first quarter of 2025 to the same period in 2024 driven by both client attrition outpacing new client additions and lower hiring in our installed base over the past twelve months. From a vertical perspective, declines in our Technology, Professional Services, Main Street, and Life Sciences verticals were partially offset by small increases in our Financial Services and Non-Profit verticals.

Total WSEs can be used to estimate our beginning WSEs for the next period and, as a result, can be used as an indicator of our potential future success in generating revenue, growing our business and retaining clients. Total WSEs decreased 3% when compared to the same period in 2024, primarily due to declines in our Technology, Professional Services, Main Street, and Life Sciences verticals.

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.



TRINET	11	2025 Q1 FORM 10-Q


MANAGEMENT'S DISCUSSION AND ANALYSIS			Table of Contents

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

Insurance Cost Ratio (ICR)

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

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

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

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


	Three Months Ended March 31,
(in millions)	2025			2024
Insurance costs	$	942		$	907
Insurance service revenues	1,065			1,050
Insurance Cost Ratio	88		%	86		%



TRINET	12	2025 Q1 FORM 10-Q


MANAGEMENT'S DISCUSSION AND ANALYSIS			Table of Contents

ICR increased for the first quarter of 2025 as compared to the same period in 2024, primarily driven by higher insurance costs that outpaced the growth in ISR. The increase in insurance costs was primarily due to more severe medical service utilization in all categories (inpatient, outpatient and professional services), higher rates paid for those services, as well as pharmacy costs including specialty drugs and other high-cost prescriptions, particularly medications for diabetes and obesity.

Total Revenues

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

Monthly revenues per co-employed Average WSE is a measure we use to monitor our PEO pricing strategies. This measure increased by 7% during the first quarter of 2025 compared to the same period in 2024.

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

•Volume - the percentage change in period over period co-employed Average WSEs,

•Rate - the combined weighted average percentage changes in service fees for each vertical service and changes in service fees associated with each insurance service offering,

•Mix - the change in composition of co-employed Average WSEs within our verticals combined with the composition of our enrolled co-employed WSEs within our insurance service offerings and the composition of products and services our clients receive, such as PEO Platform Users,

•HRIS - cloud services revenue, which includes our new ASO services revenue, and

•Interest income.

PSR

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

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

The increase in total revenue for the first quarter was primarily driven by rate increases, partially offset by lower co-employed Average WSEs.



TRINET	13	2025 Q1 FORM 10-Q


MANAGEMENT'S DISCUSSION AND ANALYSIS			Table of Contents

Professional Service Revenues

Our PEO and ASO clients are primarily billed on a fee per WSE or HRIS 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.

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


	Three Months Ended March 31,
(in millions)	2025		2024
PEO Services	$	199	$	203
HRIS and ASO Services	10		11
Total	$	209	$	214

We also analyze changes in PSR with the following measures:

•Volume - the percentage change in period over period co-employed Average WSEs,

•Rate - the weighted average percentage change in fees for each vertical,

•Mix - the change in composition of co-employed Average WSEs across our verticals and the composition of products and services our clients receive, including PEO Platform Users, and

•HRIS - cloud services revenue, which includes our new ASO services revenue.

PSR for the first quarter of 2025 decreased compared to prior period, primarily driven by lower co-employed Average WSEs, the discontinuance of a client-level technology fee, and less favorable vertical mix, partially offset by rate increases.



TRINET	14	2025 Q1 FORM 10-Q


MANAGEMENT'S DISCUSSION AND ANALYSIS			Table of Contents

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).

The increase in ISR for the first quarter of 2025 was primarily driven by rate increases, partially offset by lower co-employed Average WSEs.

Interest Income

Interest income primarily includes interest income earned from cash held for our PEO and ASO clients as a result of the requirement of our clients to prefund their payroll and related taxes and other withholding liabilities before payroll is processed or due for payment.

Interest income for the first quarter was consistent with the prior period as a decrease in interest earned on our cash and investments was offset by higher interest received related to payroll tax refunds.



TRINET	15	2025 Q1 FORM 10-Q


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 increased for the first quarter, primarily due to more severe medical service utilization, higher rates paid for all categories of service (inpatient, outpatient and professional services) and increased specialty drugs utilization, particularly medications for diabetes and obesity.



TRINET	16	2025 Q1 FORM 10-Q


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 3,400 colleagues as of March 31, 2025 primarily across the U.S. but also in India and Canada, down approximately 270 colleagues from March 31, 2024. Compensation costs for our colleagues include payroll, payroll taxes, SBC, bonuses, commissions and other payroll- and benefits-related costs. Compensation-related expense represented 68% and 67% of our expenses in the first quarters of 2025 and 2024, respectively.

During the first quarter, expenses decreased 6% when compared to the same period in 2024 driven largely by lower compensation expense from our reduced headcount. The ratio of expenses to total revenues was 18% and 20% for the first quarters of 2025 and 2024, respectively.

% 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.



TRINET	17	2025 Q1 FORM 10-Q


MANAGEMENT'S DISCUSSION AND ANALYSIS			Table of Contents


(in millions)
$251		Q1 2024 Expenses
	-8	COPS decreased primarily due to lower expense in compensation and tax and licenses.
	-5	S&M decreased primarily due to lower conferences and events expenses and advertising expenses.
	-2	G&A decreased primarily due to lower compensation expense.
	+2	SD&P increased primarily due to higher compensation expense driven by lower capitalized spend.
	-1	D&A was consistent with prior period.
	-2	IE decreased driven primarily by lower debt balances.
	$235	Q1 2025 Expenses

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

Income Taxes

Our ETR was 26% and 27% for the first quarters of 2025 and 2024, respectively. The decrease in the rate was primarily attributable to an increase in tax benefits related to excludable income for state tax purposes and a decrease in the state tax rate, offset by a decrease in tax benefits for stock-based compensation.



TRINET	18	2025 Q1 FORM 10-Q


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 and manage our corporate assets and liabilities separately from those current assets and liabilities held by us to satisfy our employer obligations associated with our WSEs.

TriNet Trust, which is consolidated into our financial statements, holds funds provided by ASO clients for the remittance to ASO Users, tax authorities and other recipients. TriNet Trust also holds ownership and responsibility of certain bank accounts that hold ASO client funds. The associated cash is reflected on our Condensed consolidated balance sheets as restricted cash and the associated liabilities are classified as accrued wages, payroll tax liabilities and other payroll withholdings, and client deposits and other client liabilities and assumed related liabilities. As of March 31, 2025, the balance of restricted cash in TriNet Trust was $101 million. Beginning in the second quarter of 2024, 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. This trust structure will continue to be used as we transition our HRIS services to ASO services.


	March 31, 2025						December 31, 2024
(in millions)	Corporate		WSE & TriNet Trust		Total		Corporate		WSE & TriNet Trust		Total
Current assets:
Cash and cash equivalents	$	347	$	2	$	349	$	359	$	1	$	360

Restricted cash, cash equivalents and investments	22		1,002		1,024		23		1,390		1,413
Other current assets	83		1,401		1,484		95		1,312		1,407
Total current assets	$	452	$	2,405	$	2,857	$	477	$	2,703	$	3,180




Total current liabilities	$	241	$	2,405	$	2,646	$	278	$	2,703	$	2,981

Working capital	$	211	$	—	$	211	$	199	$	—	$	199

As of March 31, 2025, we did not have any material off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.

Working capital for WSEs and TriNet Trust related activities

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

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

Working capital for corporate purposes



TRINET	19	2025 Q1 FORM 10-Q


MANAGEMENT'S DISCUSSION AND ANALYSIS			Table of Contents

Corporate working capital as of March 31, 2025 increased $12 million from December 31, 2024, primarily due to the decreases in our corporate current liabilities.

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:


	Three Months Ended March 31,
(in millions)	2025						2024
	Corporate		WSE & TriNet Trust		Total		Corporate		WSE & TriNet Trust		Total
Net cash provided by (used in):
Operating activities	$	95	$	—	$	95	$	91	$	—	$	91
Investing activities	(5)		(3)		(8)		(47)		—		(47)
Financing activities	(106)		(388)		(494)		(30)		(213)		(243)

Net change in cash and cash equivalents, unrestricted and restricted	$	(16)	$	(391)	$	(407)	$	14	$	(213)	$	(199)
Cash and cash equivalents, unrestricted and restricted:
Beginning of period	$	415	$	1,276	$	1,691	$	334	$	1,132	$	1,466
End of period	$	399	$	885	$	1,284	$	348	$	919	$	1,267

Net increase (decrease) in cash and cash equivalents:
Unrestricted	$	(12)	$	1	$	(11)	$	11	$	—	$	11
Restricted	$	(4)	$	(392)	$	(396)	$	3	$	(213)	$	(210)

Operating Activities

The year-over-year change in net cash provided by operating activities was primarily driven by the timing of 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.


	Three Months Ended March 31,
(in millions)	2025		2024
Investments:
Purchases of marketable securities	$	(27)	$	(95)
Proceeds from sale and maturity of marketable securities	34		66

Cash used in investments	$	7	$	(29)



Acquisitions of property and equipment and software	(16)		(18)
Cash used in capital expenditures	$	(16)	$	(18)
Proceeds from sale of business	1		$	—
Cash used in investing activities	$	(8)	$	(47)



TRINET	20	2025 Q1 FORM 10-Q


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 March 31, 2025, our investments had a weighted average duration of two years and an average S&P credit rating of AA+.

As of March 31, 2025, we held approximately $1.5 billion in restricted and unrestricted cash, cash equivalents and investments, of which $349 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 three months ended March 31, 2025 and 2024, we continued to make investments in software and hardware as we enhanced our existing service offerings and technology platform. We expect capital investments in our software and hardware to continue in the future.

Financing Activities

Net cash used in financing activities in the three months ended March 31, 2025 and 2024 consisted of our debt and equity-related activities.


	Three Months Ended March 31,
(in millions)	2025		2024
Financing activities


Change in WSE and TriNet Trust related assets and liabilities, net	$	(388)	$	(213)
Repurchase of common stock, net of issuance	(94)		(30)

Dividends paid	(12)		—
Cash used in financing activities	$	(494)	$	(243)

During the three months ended March 31, 2025, we repurchased 1,210,403 shares of our common stock for approximately $90 million through our existing stock repurchase program in addition to 46,827 shares acquired to satisfy tax withholding obligations related to SBC vesting. As of March 31, 2025, approximately $162 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 $0.25 per share in January 2025. We also declared a common stock dividend of $0.275 per share to be paid in the second quarter of 2025.

Capital Resources

As of March 31, 2025, $500 million and $400 million aggregate principal of our 2029 Notes and 2031 Notes was outstanding, respectively. The indenture governing our 2029 Notes and 2031 Notes each includes restrictive covenants limiting our ability to: (i) create liens on certain assets to secure debt; (ii) grant a subsidiary guarantee of certain debt without also providing a guarantee of the 2029 Notes or 2031 Notes, as applicable; and (iii) consolidate or merge with or into, or sell or otherwise dispose of all or substantially all of our assets to, another person, subject, in each case, to certain customary exceptions.

Our 2021 Credit Agreement includes a $700 million revolver. In September of 2023, we drew down $200 million of this revolver to partially fund our third quarter of 2023 share repurchases. As of March 31, 2025, $90 million remains outstanding under our 2021 Revolver. 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.

We were in compliance with all financial covenants under our 2021 Credit Agreement, 2029 Notes and 2031 Notes at March 31, 2025.



TRINET	21	2025 Q1 FORM 10-Q


MANAGEMENT'S DISCUSSION AND ANALYSIS			Table of Contents

Critical Accounting Policies, Estimates and Judgments

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

Recent Accounting Pronouncements

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



TRINET	22	2025 Q1 FORM 10-Q


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 and outstanding borrowings under our floating rate 2021 Revolver. Changes in interest rates affect the interest earned on the Company's cash, cash equivalents and the fair value of our investments as well as the cost of borrowing under our 2021 Revolver.

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

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

As of March 31, 2025, $90 million remains outstanding under our floating rate 2021 Revolver. The impact of a 100 basis point increase or decrease in market interest rates to interest expense on our 2021 Revolver as of March 31, 2025 over the next twelve months was approximately $1 million.



TRINET	23	2025 Q1 FORM 10-Q


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 March 31, 2025, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act.

Based on the evaluation of our disclosure controls and procedures as of March 31, 2025, our CEO and CFO have concluded that the Company’s disclosure controls and procedures were effective as of such date in ensuring that (i) information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the CEO and CFO, to allow timely decisions regarding required disclosure and (ii) such information is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms.

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

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended March 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

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



TRINET	24	2025 Q1 FORM 10-Q


FINANCIAL STATEMENTS			Table of Contents

TRINET GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Unaudited)


	Three Months Ended March 31,
(in millions except per share data)	2025		2024
Professional service revenues	$	209	$	214
Insurance service revenues	1,065		1,050
Interest income	18		18
Total revenues	1,292		1,282
Insurance costs	942		907
Cost of providing services	71		79
Sales and marketing	67		72
General and administrative	46		48
Systems development and programming	20		18
Depreciation and amortization of intangible assets	17		18
Interest expense, bank fees and other	14		16
Total costs and operating expenses	1,177		1,158
Income before tax	115		124
Income taxes	30		33
Net income	$	85	$	91
Other comprehensive income (loss), net of income taxes	2		(3)
Comprehensive income	$	87	$	88

Net income per share:
Basic	$	1.72	$	1.80
Diluted	$	1.71	$	1.78
Weighted average shares:
Basic	49		51
Diluted	49		51

See accompanying notes.



TRINET	25	2025 Q1 FORM 10-Q


FINANCIAL STATEMENTS			Table of Contents

TRINET GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)


	March 31,		December 31,
(in millions, except share and per share data)	2025		2024
Assets
Current assets:
Cash and cash equivalents	$	349	$	360

Restricted cash, cash equivalents and investments	1,024		1,413
Accounts receivable, net	21		32
Payroll funds receivable	478		349
Prepaid expenses, net	60		64
Other payroll assets	881		916
Other current assets	44		46
Total current assets	2,857		3,180
Restricted cash, cash equivalents and investments, noncurrent	134		145

Property and equipment, net	9		10
Operating lease right-of-use asset	22		24
Goodwill	461		461
Software and other intangible assets, net	146		156
Other assets	146		143
Total assets	$	3,775	$	4,119
Liabilities and stockholders' equity
Current liabilities:
Accounts payable and other current liabilities	$	82	$	89
Revolving credit agreement borrowings	74		75

Client deposits and other client liabilities	49		76
Accrued wages	544		580
Accrued health insurance costs, net	189		189
Accrued workers' compensation costs, net	45		44
Payroll tax liabilities and other payroll withholdings	1,645		1,906
Operating lease liabilities	12		13
Insurance premiums and other payables	6		9
Total current liabilities	2,646		2,981
Long-term debt, noncurrent	909		908
Accrued workers' compensation costs, noncurrent, net	111		110
Deferred taxes	10		11
Operating lease liabilities, noncurrent	24		26
Other non-current liabilities	12		14
Total liabilities	3,712		4,050
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 March 31, 2025 and December 31, 2024)
Common stock and additional paid-in capital	1,070		1,056
($0.000025 par value per share; 750,000,000 shares authorized; 48,397,519 and 49,527,506 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively)
Accumulated deficit	(1,006)		(984)
Accumulated other comprehensive loss	(1)		(3)
Total stockholders' equity	63		69
Total liabilities & stockholders' equity	$	3,775	$	4,119

See accompanying notes.



TRINET	26	2025 Q1 FORM 10-Q


FINANCIAL STATEMENTS			Table of Contents

TRINET GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited)


	Three Months Ended March 31,
(in millions)	2025		2024
Total Stockholders' Equity, beginning balance	$	69	$	78
Common Stock and Additional Paid-In Capital
Beginning balance	1,056		976




Stock based compensation expense	14		20

Ending balance	1,070		996

Retained Earnings (Accumulated Deficit)
Beginning balance	(984)		(896)
Net income	85		91
Common stock dividends	(13)		(13)

Repurchase of common stock	(90)		(23)

Awards effectively repurchased for required employee withholding taxes	(4)		(7)
Ending balance	(1,006)		(848)

Accumulated Other Comprehensive Income
Beginning balance	(3)		(2)
Other comprehensive income (loss)	2		(3)
Ending balance	(1)		(5)
Total Stockholders' Equity, ending balance	$	63	$	143

See accompanying notes.



TRINET	27	2025 Q1 FORM 10-Q


FINANCIAL STATEMENTS			Table of Contents

TRINET GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)


	Three Months Ended March 31,
(in millions)	2025		2024
Operating activities
Net income	$	85	$	91
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization of intangible assets	17		18
Amortization of deferred costs	12		11
Amortization of ROU asset, lease modification, impairment, and abandonment	2		2
Deferred income taxes	(1)		—
Stock based compensation	13		20




Losses on investments	1		—
Loss from disposition of assets	1		—
Other	1		1
Changes in operating assets and liabilities:
Accounts receivable, net	1		(1)

Prepaid expenses, net	7		(14)
Other assets	(6)		(21)
Other payroll assets	—		3
Accounts payable and other liabilities	(11)		24
Client deposits and other client liabilities	—		(4)
Accrued wages	(17)		(28)
Accrued health insurance costs, net	1		—
Accrued workers' compensation costs, net	2		—
Payroll taxes liabilities and other payroll withholdings	(10)		(7)
Operating lease liabilities	(3)		(4)


Net cash provided by operating activities	95		91
Investing activities
Purchases of marketable securities	(27)		(95)
Proceeds from sale and maturity of marketable securities	34		66
Acquisitions of property and equipment and software	(16)		(18)

Proceeds from sale of business	1		—

Net cash used in investing activities	(8)		(47)
Financing activities
Change in WSE and TriNet Trust related assets and liabilities, net	(388)		(213)
Repurchase of common stock	(90)		(23)




Awards effectively repurchased for required employee withholding taxes	(4)		(7)






Dividends paid	(12)		—
Net cash used in financing activities	(494)		(243)

Net change in cash and cash equivalents, unrestricted and restricted	(407)		(199)
Cash and cash equivalents, unrestricted and restricted:
Beginning of period	1,691		1,466
End of period	$	1,284	$	1,267

Supplemental disclosures of cash flow information
Interest paid	$	25	$	26
Income taxes paid, net	$	—	$	7
Supplemental schedule of noncash investing and financing activities
Cash dividend declared, but not yet paid	$	13	$	13
Payable for purchase of property and equipment	$	1	$	3
Receivable from sale of business	$	6	$	—

See accompanying notes.



TRINET	28	2025 Q1 FORM 10-Q


FINANCIAL STATEMENTS			Table of Contents

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Description of Business

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

•compensation through wages and salaries,

•certain employer payroll-related tax payments,

•employee payroll-related tax withholdings and payments,

•employee benefit programs, including health and life insurance, and

•workers' compensation coverage.

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

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

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

Basis of Presentation and Basis of Consolidation

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

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

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

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



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FINANCIAL STATEMENTS			Table of Contents

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

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

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


	March 31, 2025
(in millions)	TriNet Trust
ASSETS
Current assets:
Cash and cash equivalents	$	2

Restricted cash, cash equivalents and investments	101





Total current assets	103
Total assets	$	103
LIABILITIES
Current liabilities:
Accounts payable and other current liabilities	$	1



Accrued wages	15


Payroll tax liabilities and other payroll withholdings	87


Total current liabilities	103
Total liabilities	$	103

Reclassifications

Income Statement

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

Statement of Cash Flows

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



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FINANCIAL STATEMENTS			Table of Contents


	Three Months Ended March 31, 2024
(in millions)	As previously reported	Reclassified amounts	As revised
Operating activities
Changes in operating assets and liabilities:
Accounts receivable, net	6	(7)	(1)
Payroll funds receivable	(20)	20	—
Prepaid expenses, net	(12)	(2)	(14)
Other payroll assets	(410)	413	3
Accounts payable and other liabilities	20	4	24
Client deposits and other client liabilities	(14)	10	(4)
Accrued wages	23	(51)	(28)
Accrued health insurance costs, net	(7)	7	—
Accrued workers' compensation costs, net	1	(1)	—
Payroll taxes payable and other payroll withholdings	173	(180)	(7)


Net cash used in operating activities	(240)	213	(27)
Financing activities
Change in WSE and TriNet Trust related assets and liabilities, net	—	(213)	(213)
Net cash used in financing activities	—	(213)	(213)

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 three months ended March 31, 2025, the majority of our group health insurance costs were related to risk-based plans. Our remaining group health insurance costs were for guaranteed-cost policies.

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

In certain carrier contracts we are required to prepay our obligations for the expected claims activity for subsequent periods. These prepaid balances by agreement permit net settlement of obligations and offset the accrued health insurance costs. As of March 31, 2025 and December 31, 2024, prepayments and miscellaneous receivables offsetting accrued health insurance costs were $59 million and $60 million, respectively. When the prepaid amount is in excess of our recorded liability, the net asset position is included in prepaid expenses. As of March 31, 2025 and December 31, 2024, accrued health insurance costs offsetting prepaid expenses were $89 million and $90 million, respectively.



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FINANCIAL STATEMENTS			Table of Contents

Recent Accounting Pronouncements

Recently issued accounting guidance

Disaggregation of Income Statement Expenses

In December 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2024-03, Disaggregation of Income Statement Expenses, is to enhance the transparency and decision-usefulness of financial reporting by requiring public business entities to provide more detailed disclosures about the components of certain expense captions in their income statements. The ASU is effective for TriNet on a prospective basis for annual periods beginning after December 15, 2027. The Company is currently evaluating the provisions of this ASU.

Income Taxes

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances income tax disclosure requirements. The ASU mandates additional details in the income tax rate reconciliation, including quantitative thresholds for reconciling items, and requires disaggregation of income taxes paid by federal, state, and foreign jurisdictions, with further breakdowns for significant individual jurisdictions. The ASU is effective for TriNet on a prospective basis for annual periods beginning after December 15, 2024. The Company is currently evaluating the provisions of this ASU.

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

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

We require our clients to prefund their payroll and related taxes and other withholding liabilities before payroll is processed or due for payment. This prefund, for PEO customers, as well as amounts held by our statutory trust for our HRIS Users, is included in restricted cash, cash equivalents and investments as payroll funds collected, which is designated to pay pending payrolls, payroll tax liabilities and other payroll withholdings.

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.

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


	March 31, 2025						December 31, 2024
(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	$	349	$	—	$	349		$	360	$	—	$	360

Restricted cash, cash equivalents and investments:
Payroll funds collected	726		—		726			1,131				1,131
Collateral for health benefits claims	33		113		146			34		110		144
Collateral for workers' compensation claims	50		—		50			49		—		49
Trust for our HRIS Users	101		—		101			87		—		87
Other security deposits	1		—		1			2		—		2
Total restricted cash, cash equivalents and investments	911		113		1,024			1,303		110		1,413

Restricted cash, cash equivalents and investments, noncurrent
Collateral for workers' compensation claims	24		110		134			28		117		145

Total	$	1,284	$	223	$	1,507		$	1,691	$	227	$	1,918



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FINANCIAL STATEMENTS			Table of Contents

NOTE 3. INVESTMENTS

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


(in millions)	Fair Value Level	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Cash and Cash Equivalents		Investments		Restricted Cash, Cash Equivalents and Investments
March 31, 2025
Cash equivalents:
Money market mutual funds	Level 1	$	226	$	—	$	—	$	226	$	116	$	—	$	110

Total cash equivalents		226		—		—		226		116		—		110
AFS Investments:

Corporate bonds	Level 2	34		—		—		34		—		—		34
Agency securities	Level 2	13		—		—		13		—		—		13
U.S. treasuries	Level 2	175		1		—		176		—		—		176


Total AFS Investments		$	222	$	1	$	—	$	223	$	—	$	—	$	223


(in millions)	Fair Value Level	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Cash and Cash Equivalents		Investments		Restricted Cash, Cash Equivalents and Investments
December 31, 2024
Cash equivalents:
Money market mutual funds	Level 1	$	570	$	—	$	—	$	570	$	257	$	—	$	313
U.S. treasuries	Level 2	1		—		—		1		—		—		1
Total cash equivalents		571		—		—		571		257		—		314
AFS Investments:

Corporate bonds	Level 2	35				—		35		—				35
Agency securities	Level 2	18		—		(1)		17		—				17
U.S. treasuries	Level 2	176				(2)		174		—				174
Certificate of deposit	Level 2	1		—		—		1		—		—		1

Total AFS Investments		$	230	$	—	$	(3)	$	227	$	—	$	—	$	227

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 March 31, 2025 and December 31, 2024. There were no transfers between levels as of March 31, 2025 and December 31, 2024.



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FINANCIAL STATEMENTS			Table of Contents

Sales and Maturities

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


(in millions)	March 31, 2025
One year or less	$	17
Over one year through five years	199
Over five years through ten years	5
Over ten years	2
Total fair value	$	223

The gross proceeds from sales and maturities of AFS securities and gross realized losses for the three months ended March 31, 2025 and 2024 are presented below. We had immaterial gross realized gains from sales of investments for the three months ended March 31, 2025 and 2024.


	Three Months Ended March 31,
(in millions)	2025		2024

Gross realized losses	(1)		—
Gross proceeds from sales	$	31	$	39
Gross proceeds from maturities	3		27

Fair Value of Long-Term Debt

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. As of March 31, 2025, our 2029 Notes and 2031 Notes were carried at their cost, net of issuance costs, and had a fair value of $454 million and $407 million, respectively. As of December 31, 2024, our 2029 Notes and 2031 Notes were carried at their cost, net of issuance costs, and had a fair value of $453 million and $408 million, respectively.

Our 2021 Revolver is a floating rate debt. At March 31, 2025 and December 31, 2024, the fair value of our 2021 Revolver approximated its carrying value (exclusive of issuance costs). The fair value of our floating rate debt is estimated based on a discounted cash flow, which incorporates credit spreads, market interest rates and contractual maturities to estimate the fair value and is considered Level 3 in the hierarchy for fair value measurement.

NOTE 4. ACCRUED WORKERS' COMPENSATION COSTS

The following table summarizes the accrued workers’ compensation cost activity for the three months ended March 31, 2025 and 2024:


	Three Months Ended March 31,
(in millions)	2025		2024
Total accrued costs, beginning of period	$	158	$	175
Incurred
Current year	14		16
Prior years	(1)		(4)
Total incurred	13		12
Paid
Current year	—		(1)
Prior years	(11)		(11)
Total paid	(11)		(12)
Total accrued costs, end of period	$	160	$	175



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FINANCIAL STATEMENTS			Table of Contents

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


(in millions)	March 31, 2025		December 31, 2024
Total accrued costs, end of period	$	160	$	158
Collateral paid to carriers and offset against accrued costs	(4)		(4)
Total accrued costs, net of carrier collateral offset	$	156	$	154

Payable in less than 1 year (net of collateral paid to carriers of $1 at March 31, 2025 and December 31, 2024)	$	45	$	44
Payable in more than 1 year (net of collateral paid to carriers of $3 at March 31, 2025 and December 31, 2024)	111		110
Total accrued costs, net of carrier collateral offset	$	156	$	154

Incurred claims related to prior years represent changes in estimates for ultimate losses on workers' compensation claims. For the three months ended March 31, 2025, the favorable development is due to lower than expected reported claim frequency and severity for the more recent years.

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

NOTE 5. COMMITMENTS AND CONTINGENCIES

Contingencies

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

While the outcome of the matters described above cannot be predicted with certainty, management currently does not believe that any such claims or proceedings will have a materially adverse effect on our condensed consolidated financial position, results of operations, or cash flows. However, the unfavorable resolution of any particular matter or our reassessment of our exposure for any of the above matters based on additional information obtained in the future could have a material impact on our condensed consolidated financial position, results of operations, or cash flows.

NOTE 6. STOCK BASED COMPENSATION

Restricted Stock Units (RSUs)

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



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FINANCIAL STATEMENTS			Table of Contents

The following tables summarize RSU activity for the three months ended March 31, 2025:

Time-based RSUs



	Total Number of Shares	Weighted-Average Grant Date Fair Value
Nonvested at December 31, 2024	1,100,001	$	97.21
Granted	696,745	76.73
Vested	(127,243)	90.59
Forfeited	(97,243)	65.83
Nonvested at March 31, 2025	1,572,260	$	89.48

Performance-based RSUs


	Total Number of Shares	Weighted-Average Grant Date Fair Value
Nonvested at December 31, 2024	179,907	$	106.50
Granted	74,840	76.69


Forfeited	(22,728)	124.31
Nonvested at March 31, 2025	232,019	$	83.37

Stock Options

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

The following table summarizes stock option activity for the three months ended March 31, 2025:


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in millions)
Balance at December 31, 2024	—	$	—	—	$	—
Granted	270,144	76.69		9.98	1




Balance at March 31, 2025	270,144	$	76.69	9.98	$	1

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

The fair value of our RSUs and PSUs is equal to the fair value of our common stock on the grant date. The fair value of stock options is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:


	Stock Option Assumptions
	Expected Term (in Years)	Expected Volatility		Risk-Free Interest Rate		Expected Dividend Yield
March 31, 2025	6.5	42.3	%	4.09	%	1.43	%


Additional Disclosures for Stock Options (in millions)	March 31, 2025
Weighted-average grant date fair value of stock options	$	31.65
Total fair value of options granted	$	9



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FINANCIAL STATEMENTS			Table of Contents

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 March 31,
(in millions)	2025		2024
Cost of providing services	$	3	$	4
Sales and marketing	2		3
General and administrative	6		12
Systems development and programming costs	1		1
Total stock based compensation expense	$	13	$	20
Total stock based compensation capitalized	$	1	$	1

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 months ended March 31, 2025 and 2024:


	Three Months Ended March 31,
	2025	2024
Shares issued and outstanding, beginning balance	49,527,506	50,664,471
Issuance of common stock from vested restricted stock units	127,243	160,118
Issuance of common stock from exercise of stock options	—	5,708


Repurchase of common stock	(1,210,403)	(197,872)
Awards effectively repurchased for required employee withholding taxes	(46,827)	(59,249)
Shares issued and outstanding, ending balance	48,397,519	50,573,176

Stock Repurchases

As of March 31, 2025, there was $162 million remaining in the total authorization of $2,715 million of our ongoing stock repurchase program.

Dividends

We paid a common stock dividend of $0.25 per share in January 2025. We also declared common stock dividends of $0.275 per share to be paid in the second quarter of 2025.

NOTE 8. INCOME TAXES

Our ETR was 26% and 27% for the first quarter of 2025 and 2024, respectively. The decrease in the rate was primarily attributable to an increase in tax benefits related to excludable income for state tax purposes and a decrease in the state tax rate, offset by a decrease in tax benefits for stock-based compensation.

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

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



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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 March 31,
(in millions, except per share data)	2025		2024
Net income	$	85	$	91
Weighted average shares of common stock outstanding	49		51
Basic EPS	$	1.72	$	1.80
Net income	$	85	$	91
Weighted average shares of common stock outstanding	49		51
Dilutive effect of stock options and restricted stock units	—		—
Weighted average shares of common stock outstanding	49		51
Diluted EPS	$	1.71	$	1.78

Common stock equivalents excluded from income per diluted share because of their anti-dilutive effect	2		1

NOTE 10. RESTRUCTURING

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

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

As part of the restructuring initiatives, the Company incurred $1 million of restructuring costs for the three months ended March 31, 2025. These expenses are classified in G&A in our Condensed consolidated statement of income and comprehensive income.

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


(in millions)	Accounts payable and other current liabilities		Accrued wages
Balance at December 31, 2024	$	1	14
(+) Additions	—		—
(-) Payments	—		(4)

Balance at March 31, 2025	$	1	$	10

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



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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.


	Three Months Ended March 31,
(in millions)		2025		2024
Professional service revenues		$	209	$	214
Insurance service revenues		1,065		1,050
Interest income		18		18
Total revenues		1,292		1,282
Workers' compensation costs		23		21
Health insurance costs		919		886
Sales & marketing		60		65
Client support costs		43		48
Corporate administration		35		38
System support & development		52		46
Depreciation and amortization of intangible assets		17		18
Stock based compensation		13		20
Other (1)		1		—
Interest expense, bank fees and other		14		16
Income Taxes		30		33
Net Income		85		91

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



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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 2024 Form 10-K.

Our SMB clients are particularly affected by volatility in the economic environment.

SMBs can be particularly susceptible to changes in the level of overall economic activity in the markets in which they operate. These businesses are often exposed to credit and cash liquidity risks, including exposure as a result of the failure of their financial institutions, that larger businesses may be able to avoid, and during periods of weak economic conditions, including periods of increased inflation and increased borrowing costs, SMB failures tend to increase, and employment levels tend to decrease. During these periods, our clients can and do freeze hiring, terminate their employees, and reduce compensation and benefits levels, any of which would negatively affect our revenues and margins if we are unable to reduce our operating expenses sufficiently or quickly enough. During these periods, we have also seen and expect to see, reduced demand for our services, increased client terminations, fewer new clients, and clients seeking to renegotiate our contracts and prices. When our clients leave us or reduce their headcount, we typically see increases in the volume and severity of unemployment claims, COBRA claims, disability claims, and workers’ compensation claims. We may be unable to recover costs related to these claims based on the fees established in our client service agreements, and any failure to recover such costs may have a material adverse effect on our business, financial condition and results of operations.

Additionally, trade policies, including tariffs or other import restrictions, could directly or indirectly have a material adverse effect on our customers' businesses, as well as result in an economic downturn more generally. For example, increased tariffs or input restrictions, or even uncertainty with respect to such increases, could result in cost inflation or supply chain disruption, which could in turn result in companies generally taking actions, including reducing payroll expenses, delaying hiring, or cutting jobs. In addition, an economic downturn could result in a weakening of the market for our services as a result of fewer new companies being formed or funded, as well as a reluctance of companies to spend on PEO or ASO services. The results of any of these could negatively impact our revenue, as well as our ability to grow and retain clients, which could have a material adverse effect on our business, financial condition and results of operations.

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.

The following table provides information about our purchases of TriNet common stock during the quarter ended March 31, 2025:


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)
January 1 - January 31, 2025	20	$	92.91	—	$	251
February 1 - February 28, 2025	521,584	$	71.67	474,855	$	217
March 1 - March 31, 2025	735,626	$	74.80	735,548	$	162
Total	1,257,230			1,210,403

(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



TRINET	40	2025 Q1 FORM 10-Q


OTHER INFORMATION			Table of Contents

$2,715 million as of March 31, 2025. The total remaining authorization for future stock repurchases under our stock repurchase program was $162 million as of March 31, 2025. The program does not have an expiration date.

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

(3) We repurchased a total of approximately $90 million of our outstanding stock during the three months ended March 31, 2025.

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

Defaults Upon Senior Securities

Not applicable.

Mine Safety Disclosures

Not applicable.

Other Information

Not applicable.



TRINET	41	2025 Q1 FORM 10-Q


EXHIBITS			Table of Contents

Exhibits

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

EXHIBIT INDEX



TRINET	42	2025 Q1 FORM 10-Q


EXHIBITS			Table of Contents

Incorporated by Reference

Exhibit No.

Exhibit

Form

File No.

Exhibit

Filing Date

Filed Herewith

3.1

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

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

4.5

First Supplemental Indenture, dated March 5, 2025, to the Indenture dated August 16, 2023, among the guarantors listed therein and U.S. Bank Trust Company, National, as trustee

10.1**

Form of Option Agreement and Option Grant Notice under the Amended and Restated 2019 Equity Incentive Plan

10.2**

Form of Restricted Stock Unit Grant Notice under the TriNet Group, Inc. 2019 Equity Incentive Plan effective as of March 19, 2025

10.3**

Form of Performance-Based Restricted Stock Unit Grant Notice and Performance-Based Restricted Stock Unit Award Agreement under the TriNet Group, Inc. 2019 Equity Incentive Plan effective as of March 19, 2025

31.1

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

31.2

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

32.1*

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

101.INS

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH

XBRL Taxonomy Extension Schema Linkbase Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (embedded with the Inline XBRL document)


EXHIBITS			Table of Contents



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


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: April 25, 2025		By:	/s/ Michael Q. Simonds
			Michael Q. Simonds
			Chief Executive Officer

Date: April 25, 2025		By:	/s/ Kelly Tuminelli
			Kelly Tuminelli
			Chief Financial Officer



TRINET	45	2025 Q1 FORM 10-Q

SECOND SUPPLEMENTAL INDENTURE

Second Supplemental Indenture (this “Supplemental Indenture”), dated as of March 5, 2025 between TriNet Group, Inc., a Delaware corporation (the “Issuer”) and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the “Trustee”).

WITNESSETH

WHEREAS, each of the Issuer and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of February 26, 2021, as supplemented by the first supplemental indenture dated as of August 16, 2023, providing for the issuance of an unlimited aggregate principal amount of 3.500% Senior Notes due 2029 (the “Notes”);

WHEREAS, Clarus R&D Solutions, LLC is a wholly owned subsidiary of the Issuer and a Guarantor (the “Released Guarantor”);

WHEREAS, the Issuer has agreed to sell 100% of its interest in the Released Guarantor to an unaffiliated third party in a transaction that is permitted by the Indenture (the “Disposition”), which Disposition is expected to close on the date hereof.

WHEREAS, in connection with the Disposition, Section 10.5(a) of the Indenture permits the release and discharge of the Guarantee of the Released Guarantor (the “Release”);

WHEREAS, in connection with the Release, the Issuer has delivered to the Trustee (1) an Officer’s Certificate pursuant to Sections 9.7, 10.5, 11.3 and 11.4 of the Indenture and (2) an Opinion of Counsel pursuant to Sections 9.7, 10.5, 11.3 and 11.4 of the Indenture; and

WHEREAS, pursuant to Section 9.1(g) of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture without the consent of Holders of the Notes.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

1.Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2.Release of Guarantee. The Released Guarantor is hereby fully and unconditionally released from its Guarantee of the Notes and such Guarantee is hereby terminated.

3.Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

4.Waiver of Jury Trial. THE ISSUER AND THE TRUSTEE HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES, THE GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

5.Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

6.Headings. The headings of the Sections of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

7.The Trustee. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.


			TRINET GROUP, INC., as Issuer By: /s/ Kelly Tuminelli Name: Kelly Tuminelli Title: Executive Vice President and Chief Financial Office


			U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By: /s/ David Jason Name: David Jason Title: Vice President

FIRST SUPPLEMENTAL INDENTURE

First Supplemental Indenture (this “Supplemental Indenture”), dated as of March 5, 2025 between TriNet Group, Inc., a Delaware corporation (the “Issuer”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

WITNESSETH

WHEREAS, each of the Issuer and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of August 16, 2023, providing for the issuance of an unlimited aggregate principal amount of 7.125% Senior Notes due 2031 (the “Notes”);

WHEREAS, Clarus R&D Solutions, LLC is a wholly owned subsidiary of the Issuer and a Guarantor (the “Released Guarantor”);

WHEREAS, in connection with the Disposition, Section 10.5(a) of the Indenture permits the release and discharge of the Guarantee of the Released Guarantor (the “Release”);

WHEREAS, pursuant to Section 9.1(g) of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture without the consent of Holders of the Notes.

1.Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2.Release of Guarantee. The Released Guarantor is hereby fully and unconditionally released from its Guarantee of the Notes and such Guarantee is hereby terminated.

3.Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

5.Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.


			TRINET GROUP, INC., as Issuer By: /s/ Kelly Tuminell Name: Kelly Tuminelli Title: Executive Vice President and Chief Financial Office


			U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By: /s/ David Jason Name: David Jason Title: Vice Presiden

TRINET GROUP, INC.

STOCK OPTION GRANT NOTICE

(AMENDED AND RESTATED 2019 EQUITY INCENTIVE PLAN)

TriNet Group, Inc. (the “Company”), pursuant to its Amended and Restated 2019 Equity Incentive Plan (as may be amended and restated from time to time, the “Plan”), hereby grants to the Participant an option to purchase the number of shares of the Company’s Common Stock (“Shares”) set forth below. This option is subject to all of the terms and conditions as set forth in this Stock Option Grant Notice (this “Notice”), including the vesting schedule set forth below, the Plan, the Stock Option Agreement (including any country-specific addendum attached thereto), the Restrictive Covenant Agreement (all of which are attached hereto), and the Notice of Exercise in such form as provided by the Company to the Participant at the time of exercise, all of which are incorporated herein in their entirety (collectively, the “Award Agreement”). Except as otherwise indicated, any capitalized term used but not defined shall have the meaning ascribed to such term in the Plan.


Participant:
Option Number:
Date of Grant:
Exercise Price (Per Share):
Number of Shares Subject to Option:
Expiration Date:
Type of Option:

Vesting Schedule: [_____________]

Acceptance, Acknowledgment and Receipt

By accepting the Award Agreement, the Participant hereby:

•acknowledges receipt of, and represents that the Participant understands, this Notice, the Stock Option Agreement (including any addenda attached thereto), the Restrictive Covenant Agreement and the Plan;

•acknowledges and agrees that this Notice, the Stock Option Agreement (including any addenda attached thereto), the Restrictive Covenant Agreement and the Plan set forth the entire understanding between the Participant and the Company regarding this Option and supersede all prior oral or written agreements, promises and/or representations on that subject with the exception of (i) equity awards previously granted and delivered to the Participant, (ii) any compensation recovery policy that is adopted by the Company or is otherwise required by applicable law or listing standards applicable to the Company, and (iii) any written employment or severance arrangement that would provide for vesting acceleration;

•acknowledges and confirms the Participant’s consent to receive electronically the Award Agreement, the Plan and any other Plan documents or other related communications that the Company wishes or is required to deliver;

•acknowledges that a copy of the Plan and the related Plan documents were made available to the Participant, and that among such documents were the Plan’s prospectus which the Participant acknowledges having read; and

•agrees that the electronic acceptance of the Award Agreement constitutes a legally binding acceptance of the Award Agreement, and that the electronic acceptance of the Award Agreement shall have the same force and effect as if the Award Agreement was physically signed.

TRINET GROUP, INC.

AMENDED AND RESTATED 2019 EQUITY INCENTIVE PLAN

STOCK OPTION AGREEMENT

The Participant has been granted an option to purchase Shares (the “Option”) pursuant to the TriNet Group, Inc. Amended and Restated 2019 Equity Incentive Plan (as it may be amended and restated from time to time, the “Plan”), the Stock Option Grant Notice (the “Notice”) and this Stock Option Agreement (this “Agreement”), dated as of the Date of Grant set forth in the Notice. Except as otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan.

1. Number of Shares and Exercise Price. The Option represents the right to purchase a number of Shares, as determined in accordance with and subject to the terms of this Agreement, the Plan and the Notice. The number of Shares that may be purchased and the exercise price per share is set forth in the Notice. The Option may be exercised only for whole Shares.

2. Vesting Dates. Subject to Sections 3, the Option shall vest and become exercisable on the dates set forth in the Notice.

3. Term; Termination of Service. Except as otherwise provided for in any employment-related agreement between the Participant and the Company or any Subsidiary or Affiliate, upon a Termination of Service, the Committee, in its sole discretion, shall determine whether and to what extent any unvested Option may become vested, exercisable or forfeited and the time period during which any vested portion of the Option may be exercised. Absent such other agreement or exercise of discretion:

(a)the Option shall cease vesting in the event of the Participant’s Termination of Service for any reason and any portion thereof that is not vested as of the date of such Termination of Service will be forfeited without payment of any consideration to the Participant; provided that in the event of Participant’s Termination of Service due to death or Disability, the Option shall immediately become fully vested and exercisable. For this purpose, Disability or Disabled shall mean that the Participant meets the eligibility requirements for receiving benefits under the Company’s or applicable employer’s long term disability plan. In the event the Participant is not eligible to or has elected not to enroll in the Company or applicable employer’s long term disability plan, the Participant is deemed Disabled if the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. An individual shall not be considered Disabled unless the individual furnishes proof of the existence thereof in such form and manner, and at such times, as the Company may require. Further, the Company may retain a physician or other third party to assist in determining whether the Participant is Disabled.

(b) In the event of a Termination of Service, the Option may be exercised to the extent (and only to the extent) that it would have been exercisable upon the date of the Participant’s Termination of Service upon the earliest of the following:

i.in the event of a Termination of Service for any reason except Cause, or due to the Participant’s death or Disability, within three (3) months after the date of Termination of Service, but in no event later than the Expiration Date; provided however that if during any part of such three (3) month period the Option is not exercisable solely because of the condition set forth in Section 6 below, the Option shall not expire until the earlier of the Expiration Date or until it shall have been exercisable for an aggregate period of three (3) months after the Termination of Service; provided further, if during any part of such three (3) month period, the sale of any Shares received upon exercise of the Option would violate the Company’s insider trading policy, then the Option will not expire until the earlier of the Expiration Date or until it has been exercisable for an aggregate period of three (3) months after the Termination of Service during which the sale of the Shares received upon exercise of the Option would not be in violation of the Company’s insider trading policy;

ii. in the event of a Termination of Service due to the Participant’s Disability, within twelve (12) months after the date of Termination of Service, but in no event no later than the Expiration Date;

iii. in the event of a Termination of Service due to the Participant’s death, or in the event the Participant dies within three (3) months following a Termination of Service for any reason other than Cause, within eighteen (18) months after the date of Termination of Service, but in any event no later than the Expiration Date; and

iv. immediately upon a Termination of Service for Cause.

For the avoidance of doubt and for purposes of this Option only, Termination of Service will be deemed to occur as of the date the Participant is no longer actively providing services as an Employee or Consultant (except, in certain circumstances at the sole discretion of the Company, to the extent the Participant is on a Company approved leave of absence) and will not be extended by any notice period or “garden leave” that may be required contractually or under applicable laws, unless otherwise determined by the Company in its sole discretion.

4. Manner of Exercise. The Option may only be exercised to the extent vested by delivery to the Company of a Notice of Exercise in such form as provided by the Company to the Participant at the time of exercise, stating the number of Shares being purchased, the restrictions imposed on the Shares, if any, and such representations and agreements, as may be required by the Company to comply with applicable laws, together with payment of the exercise price and applicable Tax-Related Items in a form allowed under the Plan.

5. Method of Payment. Payment of the exercise price is due in full upon exercise of the Option. The Participant may elect to make payment of the exercise price (i) in cash or by check, bank draft or money order payable to the order of the Company or its designee; (ii) if permitted

by the Company, surrender of Shares (including, without limitation, Shares otherwise issuable upon exercise of the Option) having a fair market value equal to the aggregate exercise price of the Option or the exercised portion thereof; (iii) through a procedure whereby the Participant delivers irrevocable instructions to a broker reasonably acceptable to the Committee to sell Shares then issuable upon exercise of the Option and to deliver promptly to the Company an amount of the proceeds of such sale equal to the amount of the Option exercise price, or (iv) any other method determined by the Company and permitted by applicable law; provided that unless otherwise determined by the Committee, if the Participant is an “officer” as defined under Section 16 of the Exchange Act, the exercise price shall be satisfied by clause (ii) above.

6. Securities Law Compliance. The issuance and transfer of Shares upon exercise of the Option shall be subject to compliance by the Company and the Participant with all applicable requirements of federal, state, local or foreign securities and other laws and with all applicable requirements of any stock exchange or national market system on which the Shares may be listed at the time of such issuance or transfer. The Option may not be exercised if the Company determines that such exercise would not be in compliance with such laws or other requirements.

7. Change in Control. In the event of a Change in Control, the Option will be treated in accordance with Section 12(b) of the Plan.

8. Restrictive Covenants. As a condition precedent to the grant of the Option, the Participant agrees to be subject to the restrictive covenants as set forth in Appendix A (the “Restrictive Covenants Agreement”).

9. Transferability.

(a)General Prohibition on Transfer. Except as may be permitted by the Committee, neither the Option nor any right under the Option shall be pledged, assignable, alienable, saleable or transferable by the Participant except as provided in this Section 9. This provision shall not apply to any portion of the Option that has been fully exercised and for which Shares have been delivered and shall not preclude forfeiture of any portion of the Option in accordance with the terms herein.

(b) Death. The Option may be transferable by will or pursuant to the laws of descent and distribution. In addition, upon receiving written permission from the Committee or its duly authorized designee, the Participant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company and any broker designated by the Company to effect transactions under the Plan, designate a third party who, in the event of the Participant’s death, will thereafter be entitled to exercise that portion of the Option which was exercisable at the time of the Participant’s death pursuant to this Agreement. In the absence of such a designation, the Participant’s executor or administrator of the Participant’s estate will be entitled to exercise the Option (to the extent exercisable pursuant to this Agreement), on behalf of the Participant’s estate.

(c) Certain Trusts. Upon receiving written permission from the Committee or its duly authorized designee, the Participant may transfer the Option to a trust if that Participant is considered to be the sole beneficial owner (determined under Section 671 of the Code and

applicable law) while the Option is held in the trust, provided that the Participant and the trustee enter into transfer and other agreements required by the Company.

10. Voting Rights. The Participant shall have no voting rights, rights to dividends, or any other rights as a stockholder of the Company with respect to the Option unless and until the Participant becomes the record owner of the Shares underlying the Option.

11. Responsibility for Taxes.

(a)The Participant acknowledges that, regardless of any action taken by the Company or the Participant’s employer (“Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired upon exercise of the Option and the receipt of any dividends in respect of such Shares (if any); and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(b) As a condition to the grant, vesting and exercise of the Option, prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy (and will indemnify the Company and any Subsidiary or Affiliate with respect to) any and all Tax-Related Items which arise upon the grant, vesting or exercise of the Option, ownership or disposition of Shares, receipt of dividends, if any, or otherwise in connection with the Options or Shares. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations with regard to all Tax-Related Items in the manner determined by the Company and/or the Employer from time to time, which may include: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; (ii) requiring the Participant to remit the aggregate amount of such Tax-Related Items to the Company in full, in cash or by check, bank draft or money order payable to the order of the Company or the Employer; (iii) through a procedure whereby the Participant delivers irrevocable instructions to a broker reasonably acceptable to the Committee to sell Shares obtained upon exercise of the Option and to deliver promptly to the Company an amount of the proceeds of such sale equal to the amount of the Tax-Related Items; (iv) by a “net withholding” under which the Company reduces the number of Shares then issuable on exercise of the Option by the number of Shares with an aggregate fair market value that equals the amount of the Tax-Related Items associated with such exercise; or (v) any other method of withholding determined by the Company and permitted by applicable law; provided that unless otherwise determined by the Committee, if the Participant is an

“officer” as defined under Section 16 of the Exchange Act, the exercise price shall be satisfied by clause (iv) above.

(c) Depending on the withholding method, the Company or the Employer may withhold or account for Tax-Related Items by considering applicable statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent number of Shares. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the exercised Option, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items.

(d) The Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

(e) The Participant further acknowledges and agrees that the Participant is solely responsible for filing all relevant documentation that may be required in relation to the Award or any Tax-Related Items (other than filings or documentation that is the specific obligation of the Company or any Subsidiary or Affiliate pursuant to applicable laws), such as but not limited to personal income tax returns or reporting statements in relation to the grant, vesting or exercise of the Option, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of any dividends. The Participant further acknowledges that the Company makes no representations or undertakings regarding the treatment of any Tax-Related Items and does not commit to and is under no obligation to structure the terms or any aspect of the Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant also understands that applicable laws may require varying Share or Option valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of the Participant under applicable laws. Further, if the Participant has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Participant acknowledges that the Company or any Subsidiary or Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(f) To the extent the Option is designated as an Incentive Stock Option under Section 422 of the Code, the Participant also acknowledges that an Incentive Stock Option exercised more than three (3) months after the Participant’s Termination of Service, other than by reason of death or Disability, will be taxed as a Nonqualified Stock Option. Moreover, if the Option is designated as an Incentive Stock Option under Section 422 of the Code, the Participant shall give prompt notice to the Company of any disposition or other transfer of any Shares acquired under this Agreement if such disposition or transfer is made (a) within two years from the Date of Grant with respect to such Shares or (b) within one (1) year after the transfer of such Shares to the Participant. Such notice shall specify the date of such disposition or other transfer and the

amount realized, in cash, other property, assumption of indebtedness or other consideration, by the Participant in such disposition or other transfer.

12. Section 409A. The Company makes no representation that the Option will be exempt from, or will comply with, Section 409A of the Code, and makes no undertakings to preclude Section 409A of the Code from applying to the Option or to ensure that it complies with Section 409A of the Code. For the avoidance of doubt, the Participant hereby acknowledges and agrees, that the Company will have no liability to the Participant or any other party if the grant, vesting, or exercise of the Option, the issuance of Shares or any other transaction under this Agreement is not exempt from, or compliant with, Code Section 409A, or for any action taken by the Company with respect thereto.

13. Not Salary, Pensionable Earnings or Base Pay. The Participant acknowledges that the Option shall not be included in or deemed to be a part of (a) salary, normal salary or other ordinary compensation, (b) any definition of pensionable or other earnings (however defined) for the purpose of calculating any benefits payable to or on behalf of the Participant under any pension, retirement, termination or dismissal indemnity, severance benefit, retirement indemnity or other benefit arrangement of the Company or any Subsidiary or Affiliate (including the Employer) or (c) any calculation of base pay or regular pay for any purpose.

14. Cancellation/Clawback. The Participant hereby acknowledges and agrees that the Participant and the Option are subject to the terms and conditions of Section 19 (Cancellation or “Clawback” of Awards) of the Plan, subject to applicable law.

15. Provisions of Plan Control. This Agreement is subject to all the terms, conditions and provisions of the Plan, including the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan as may be adopted by the Committee and as may be in effect from time to time. The Plan is incorporated herein by reference. If and to the extent that this Agreement conflicts or is inconsistent with the Plan, the Plan shall control, and this Agreement shall be deemed to be modified accordingly.

16. Notices. Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given when delivered personally or by courier, or sent by certified or registered mail, postage prepaid, return receipt requested, duly addressed to the party concerned at the address indicated below or to such changed address as such party may subsequently by similar process give notice of:

If to the Company:

TriNet Group, Inc.

One Park Place

Suite 600

Dublin, CA 94568

Attention: Chief Legal Officer

If to the Participant, to the address of the Participant on file with the Company.

17. No Right to Continued Service. The grant of the Option shall not be construed as giving the Participant the right to be retained in the employ of, or to continue to provide services to, the

Company or any Subsidiary or Affiliate (including the Employer). Nothing in the Plan or in this Agreement shall interfere with or limit in any way the right of the Company or a Subsidiary or Affiliate thereof to terminate the Participant’s service at any time, subject to applicable laws.

18. No Right to Future Awards. In accepting the Award, the Participant acknowledges that the Plan is established voluntarily by the Company, is discretionary in nature, and may be modified, amended, suspended or terminated by the Company at any time. Any Option granted under the Plan shall be a one-time award that does not constitute a promise of future grants. The Company, in its sole discretion, maintains the right to make available future grants under the Plan. The grant of Option is voluntary and occasional and does not create any contractual or other right to receive future grants of Options, other Awards or benefits in lieu of Options, even if Options have been granted repeatedly in the past, and all decisions with respect to future grants of Options or other Awards, if any, will be at the sole discretion of the Company. In addition, the Participant’s participation in the Plan is voluntary, and the Options and the Shares subject to the Options are extraordinary items that do not constitute regular compensation for services rendered to the Company or any Subsidiary or Affiliate and are outside the scope of the Participant’s employment contract, if any.

19. Restrictive Legends. The shares issued under the Option will be endorsed with appropriate legends as determined by the Company.

20. Entire Agreement. This Agreement, the Plan, the Notice and any other agreements, schedules, addenda, appendices, exhibits and other documents referred to herein or therein constitute the entire agreement and understanding between the parties in respect of the subject matter hereof and supersede all prior and contemporaneous arrangements, agreements and understandings, both oral and written, whether in term sheets, presentations or otherwise, between the parties with respect to the subject matter hereof.

21. Severability. If any provision of this Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction, or would disqualify the Plan or this Agreement under any law deemed applicable by the Board, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Board, materially altering the intent of this Agreement, such provision shall be stricken as to such jurisdiction, and the remainder of this Agreement shall remain in full force and effect.

22. Amendment; Waiver. No amendment or modification of any provision of this Agreement that has a material adverse effect on the Participant shall be effective unless signed in writing by or on behalf of the Company and the Participant; provided that the Company may amend or modify this Agreement without the Participant’s consent in accordance with the provisions of the Plan or as otherwise set forth in this Agreement. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition, whether of like or different nature. Any amendment or modification of or to any provision of this Agreement, or any waiver of any provision of this Agreement, shall be effective only in the specific instance and for the specific purpose for which such amendment, modification or waiver is made or given.

23. Assignment. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by the Participant.

24. Successors and Assigns; No Third-Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the Company and the Participant and their respective heirs, successors, legal representatives and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer on any Person other than the Company and the Participant, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

25. No Advice Regarding Grant; Opportunity to Obtain Advice of Counsel. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares. The Participant is hereby advised to consult with the Participant’s own personal tax, financial and/or legal advisors regarding the Tax-Related Items arising in connection with the Option. By accepting the Option, the Participant acknowledges and agrees that he or she has done so or knowingly and voluntarily declined to do so. The Participant acknowledges and agrees that he or she has reviewed the Agreement, the Notice and the Plan in their entirety, including any addenda or other documents referred to herein or therein, and have had the opportunity to obtain the advice of counsel prior to executing and accepting the Option, and fully understood the provisions of the Option.

26. Dispute Resolution. All controversies and claims arising out of or relating to this Agreement, or the breach hereof, shall be settled by the Company’s or the Employer’s mandatory dispute resolution procedures, if any, as may be in effect from time to time with respect to matters arising out of or relating to the Participant’s employment with the Company or the Employer.

27. Governing Law; Venue. All matters arising out of or relating to this Agreement and the transactions contemplated hereby, including its validity, interpretation, construction, performance and enforcement, shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to its principles of conflict of laws. Notwithstanding any arbitration agreement that otherwise may exist between the Participant and the Company, the Participant and the Company agree that, in the event of any dispute arising under this Agreement, any such dispute is not subject to arbitration, and the Participant and the Company instead hereby submit and consent to the exclusive jurisdiction of the State of Delaware and agree that any such litigation shall be conducted only in the courts of Delaware or the federal courts of the United States located in Delaware and no other courts.

28. Imposition of other Requirements and Participant Undertaking. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the Option and on any Shares to be issued upon exercise of the Option, or take any other action, to the extent the Company determines it is necessary or advisable for legal or administrative reasons. The Participant agrees to take whatever additional action and execute whatever additional documents the Company may deem necessary or advisable to accomplish the foregoing or to carry out or give effect to any of the obligations or restrictions imposed on either the Participant or the Option pursuant to this Agreement. Furthermore, the Participant acknowledges that the applicable laws of the country in which the Participant is residing or

working at the time of grant, vesting and exercise of the Options or the ownership or sale of Shares received pursuant to the Options (including any rules or regulations governing securities, foreign exchange, tax, labor, or other matters) may subject the Participant to additional procedural or regulatory requirements that the Participant is and will be solely responsible for and must fulfill. Such requirements may be outlined in but are not limited to the Country-Specific Addendum (the “Addendum”) attached hereto, which forms part of this Agreement. Notwithstanding any provision herein, the Participant’s participation in the Plan shall be subject to any applicable special terms and conditions or disclosures as set forth in the Addendum. The Participant also understands and agrees that if the Participant works, resides, moves to, or otherwise is or becomes subject to applicable laws or company policies of another jurisdiction at any time, certain country-specific notices, disclaimers and/or terms and conditions may apply to the Participant as from the date of grant, unless otherwise determined by the Company in its sole discretion.

29. References. References herein to rights and obligations of the Participant shall apply, where appropriate, to the Participant’s legal representative or estate without regard to whether specific reference to such legal representative or estate is contained in a particular provision of this Agreement.

30. Data Privacy. The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s Personal Data (as described below) by and among, as applicable, the Company, any Subsidiary, Affiliate or third parties as may be selected by the Company for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that refusal or withdrawal of consent will affect the Participant’s ability to participate in the Plan; without providing consent, the Participant will not be able to participate in the Plan or realize benefits (if any) from the Options.

The Participant understands that the Company and any Subsidiary, Affiliate or designated third parties may hold personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company or any Subsidiary or Affiliate, details of all Options or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor (“Personal Data”). The Participant understands that Personal Data may be transferred to any Subsidiary, Affiliate or third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the United States, the Participant’s country (if different than the United States), or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Participant’s country. In particular, the Company may transfer Personal Data to the broker or stock plan administrator assisting with the Plan, to its legal counsel and tax/accounting advisor, and to the affiliate or entity that is the Participant’s employer and its payroll provider.

The Participant should also refer to any data privacy policy implemented by the Company (which will be available to the Participant separately and may be updated from time to time) for more information regarding the collection, use, storage, and transfer of the Participant’s Personal Data.

31. Foreign Exchange Fluctuations and Restrictions. The Participant understands and agrees that, if required by the Company or applicable laws, any cross-border funds transfers in connection with the Options (including proceeds from the sale of Shares or receipt of any dividends) must be made through a locally authorized financial institution or registered foreign exchange agency and may require the Participant to provide to such entity certain information regarding the transaction. Moreover, the Participant understands and agrees that the future value of the underlying Shares is unknown and cannot be predicted with certainty and may decrease in value. The Participant understands that neither the Company nor any Subsidiary or Affiliate is responsible for any foreign exchange fluctuation between local currency and the United States Dollar or the selection by the Company or any Subsidiary or Affiliate in its sole discretion of an applicable foreign currency exchange rate that may affect the value of the Options (or the calculation of income or Tax-Related Items thereunder).

32. Communications and Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to the Participant’s current or future participation in the Plan, shares, or any other Company-related documents by electronic means. By accepting this Agreement, whether electronically or otherwise, the Participant hereby consents to receive such documents by electronic delivery and agree to participate in the Plan through an online or electronic system established and maintained by the Company or a third party designated by the Company, including but not limited to the use of electronic signatures or click-through electronic acceptance of terms and conditions. To the extent the Participant has been provided with a copy of this Agreement, the Plan, or any other documents relating to the Options in a language other than English, the English language documents will prevail in case of any ambiguities or divergences as a result of translation.

Country-Specific Addendum

This Addendum includes additional country-specific notices, disclaimers, and/or terms and conditions that apply to individuals who work or reside in the countries listed below and that may be material to the Participant’s participation in the Plan. Such notices, disclaimers, and/or terms and conditions may also apply, as from the date of grant, if the Participant moves to or otherwise is or becomes subject to the applicable laws or Company policies of the country listed. However, because foreign exchange regulations and other local laws are subject to frequent change, the Participant is advised to seek advice from his or her own personal legal and tax advisor prior to accepting a Stock Option or holding or selling Shares acquired under the Plan. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s acceptance of the Stock Option or participation in the Plan. Unless otherwise noted below, capitalized terms shall have the same meaning assigned to them under the Plan and the Stock Option Grant Notice and Stock Option Agreement. This Addendum forms part of the Stock Option Agreement and should be read in conjunction with the Stock Option Agreement and the Plan.

Securities Law Notice: Unless otherwise noted, neither the Company nor the Shares are registered with any local stock exchange or under the control of any local securities regulator outside the United States. The Stock Option Agreement (of which this Addendum is a part), the Plan, and any other communications or materials that you may receive regarding participation in the Plan do not constitute advertising or an offering of securities outside the United States, and the issuance of securities described in any Plan-related documents is not intended for public offering or circulation in the Participant’s jurisdiction.



Canada			Securities Law Notice. The security represented by the Stock Option was issued pursuant to an exemption from the prospectus requirements of applicable securities legislation in Canada. The Participant acknowledges that, as long as the Company is not a reporting issuer in any jurisdiction in Canada, the Stock Option and the underlying Shares will be subject to an indefinite hold period in Canada and subject to restrictions on their transfer in Canada. Subject to the terms and conditions of the Agreement and applicable securities laws, the Participant is permitted to sell Shares acquired through the designated broker appointed under the Plan, assuming the sale of such Shares takes place outside Canad Settlement in Shares Only. Notwithstanding any discretion in the Plan to the contrary, settlement of the Stock Option shall only be made in Shares issued by the Company from treasury and not, in whole or in part, in the form of cash (other than as explicitly consented to by you in Section 10 of the Agreement for tax withholding and payment purposes) or other consideration. Foreign Ownership Reporting. If the Participant is a Canadian resident, his or her ownership of certain foreign property (including shares of foreign corporations) in excess of $100,000 may be subject to ongoing annual reporting obligations. The Participant should please refer to CRA Form T1135 (Foreign Income Verification Statement) and consult their tax advisor for further details Quebec: Consent to Receive Information in English. The following applies if the Participant is a resident of Quebec: The parties acknowledge that it is their express wish that this Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English. Les parties reconnaissent avoir exigé la redaction en anglais de cette convention, ainsi que de tous documents exécutés, avis donnés et procedures judiciaries intentées, directement ou indirectement, relativement à la présente convention.


India			Exchange Control Information. The Participant understands that he or she must repatriate to India and convert to local currency any proceeds from the sale of Shares acquired under the Plan within 90 days of receipt and any dividends received in relation to the Shares within 60 days of receipt. The Participant will receive a foreign inward remittance certificate (“FIRC”) from the bank where the Participant deposits the foreign currency. The Participant should maintain the FIRC as evidence of the repatriation of funds in case the Reserve Bank of India, the Company, or any Subsidiary or Affiliate requests proof of repatriati Share Valuation. The amount of the Award subject to tax, including for reporting and withholding, will partially depend upon a valuation that the Company will obtain from a Category I Merchant Banker in India. The Company has no responsibility or obligation to obtain the most favorable valuation possible nor obtain valuations more frequently than required under Indian tax law

Appendix A

RESTRICTIVE COVENANT AGREEMENT

As a material condition to the grant of the Award provided for under the Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement by and between the grant recipient (“Employee”) and TriNet Group, Inc. (collectively with its Subsidiaries and Affiliates, “TriNet”), Employee enters into and agrees to be bound by this Restrictive Covenant Agreement (the “RCA”), made by and between Employee and TriNet effective as of the date Employee accepts the Award. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement or the TriNet Group, Inc. Amended and Restated 2019 Equity Incentive Plan.

SECTION 1. Confidential Information.

aspects of TriNet business. By way of illustration and not limitation, Company Information shall include TriNet’s trade secrets; research and development plans or projects; data and reports; computer materials such as software programs, instructions, source and object code, and printouts; products prospective products, inventions, developments, and discoveries; data compilations, development databases; business improvements; business plans (whether pursued or not); ideas; budgets; unpublished financial statements; licenses; pricing strategy and cost data; information regarding the skills and compensation of any employees, non-employee directors or consultants of TriNet (other than Employee); the personally identifying and protected health information of any employee, non-employee director or consultant of TriNet (other than Employee), including worksite employees of TriNet customers; lists of current and potential customers of TriNet; information about customers’ purchasing history, pricing, preferences and profitability; strategies, forecasts and other marketing information and techniques; employment and recruiting strategies and processes; sales practices, strategies, methods, forecasts, compensation plans, and other sales information; investor information; and the identities of TriNet’s suppliers, vendors, and contractors, and all information about those supplier, vendor and contractor relationships such as contact person(s), pricing and other terms. The definition of Company Information shall include both “know-how” (i.e., information about what works well) and “negative know-how” (i.e., information about what does not work well). Employee further acknowledges and agrees that all Company Information is confidential and proprietary and shall remain the exclusive property of TriNet.

1.1.1 Wisconsin. If Employee last worked for TriNet in Wisconsin, the restrictions set forth in Section 1.1 shall apply during Employee’s employment with TriNet and for eighteen (18) months after Employee’s employment with TriNet ends.

1.2 Improper Use of Trade Secret Information. In furtherance of Employee’s promises in this Section 1, Employee agrees that during Employee’s employment and for a period of one year following termination of employment with TriNet, Employee will not, for Employee’s own benefit or for the benefit of a competitor of TriNet, use TriNet’s trade secrets, or use Employee’s knowledge of TriNet’s trade secret customer information, directly or indirectly, to (i) identify TriNet customers for solicitation; (ii) facilitate the solicitation of TriNet’s customers; (iii) target any employee, non-employee director(s) or consultant(s) of TriNet for solicitation or recruitment to discontinue, in whole or in part, his/her employment or other relationship with TriNet, or using trade secrets to facilitate any such solicitation or recruitment; or (iv) otherwise compete unfairly with TriNet.

workplace, at work-related events, or between TriNet employees or TriNet and Employee, such as harassment, discrimination, retaliation, sexual assault, a wage and hour violation, or any other conduct that Employee has reason to believe is unlawful or that is otherwise recognized as against a clear mandate of public policy, nor does this Agreement prohibit Employee from discussing Employee’s employment or reporting possible violations of law or regulation with the Equal Employment Opportunity Commission, United States Department of Labor, the Occupational Safety and Health Administration, the National Labor Relations Board, the Securities and Exchange Commission, or other federal government agency or state or local government agency. This Agreement does not prohibit Employee from discussing the terms and conditions of Employee’s employment with others to the extent expressly permitted by Section 7 of the National Labor Relations Act or to the extent that such disclosure is protected under the applicable provisions of law or regulation, including but not limited to “whistleblower” statutes or other similar provisions that protect such disclosure. Nor does this Agreement require Employee not to disclose or discuss conduct or the existence of a settlement involving conduct relating to a dispute: (1) involving a nonconsensual sexual act or sexual contact, as such terms are defined in section 2246 of title 18, United States Code, or similar applicable tribal or state law; or (2) relating to conduct that is alleged to constitute sexual harassment under applicable federal, tribal, or state law. Further, pursuant to the Defend Trade Secrets Act of 2016 or applicable law, Employee shall not have criminal or civil liability under any federal, provincial or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, provincial, state, or local government official, either directly or indirectly, or to an attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition and without limiting the preceding sentence, if Employee files a lawsuit for retaliation by TriNet for reporting a suspected violation of law, Employee may disclose the trade secret to Employee’s attorney and may use the trade secret information in the court proceeding, if Employee (X) files any document containing the trade secret under seal and (Y) does not disclose the trade secret, except pursuant to court order.

SECTION 3. Notice of Resignation. In the event Employee resigns Employee’s employment with TriNet and is immediately prior to such resignation employed (1) in any position in the Field Sales, Virtual Sales, and Channel and Partnership Sales departments, or (2) in any other part of TriNet with a job code of Executive Director or above, excluding any “officers” of the Company (as such term is defined by Section 16 of the Securities Exchange Act of 1934, as amended) to help effectuate and ensure an orderly transition Employee shall provide TriNet with thirty (30) days’ notice of Employee’s resignation from TriNet as more specifically set forth in Sub-sections 3.1 through 3.4, below.

3.1. Thirty (30) Days’ Notice. Employee will provide thirty days’ notice of Employee’s resignation in writing submitted to Employee’s direct manager and the Human Resources Department via email to MYHR@trinet.com, and such written notice shall include a disclosure and identification of any new position, affiliation and/or employment Employee has accepted, intends to accept or is considering accepting upon expiration of the Notice Period. (The first thirty (30) days following submission of a resignation in compliance with this RCA as outlined below shall be the “Notice Period.”)

3.2. Duties and Cooperation During Notice Period. During the Notice Period Employee’s manager may ask Employee to take steps to help transition responsibility for

ongoing projects and/or other job duties. Employee agrees to perform these duties and tasks, as Employee’s manager in the manager’s sole discretion may direct, including without limitation any or all of the following: (i) organize files and notes of any projects for transition; (ii) meet with Employee’s managers or their designee to review files and other data to help ensure that TriNet personnel are aware of and understand any files, projects or other business related data; (iii) meet with Employee’s manager or the manager’s designee to review the status of any projects, work, clients or personnel for which Employee was assigned responsibility, in order to help ensure that business needs may be seamlessly transitioned to and serviced by other TriNet personnel; (iv) otherwise being available to TriNet, as requested by Employee’s managers, to provide reasonable assistance to effectuate an orderly transition of knowledge, files, projects, data, client service or personnel responsibilities, and any other job duties, prior to Employee’s last day of employment. The foregoing list is neither intended to be an exhaustive list of the transition-related tasks Employee may be required to perform, nor is it a promise that TriNet will have Employee engage in any or all of the listed tasks. There may be times during the Notice Period when TriNet is preparing for the transition in a way that does not involve Employee’s active engagement, and as such TriNet at its sole discretion may instruct Employee not to work or enter TriNet’s premises on some or all days of the Notice Period.

3.3. Conduct During Notice Period. During the Notice Period, Employee will be a TriNet employee, will remain on TriNet’s payroll, will receive the same base rate of pay, and will continue to be eligible for all employee benefits just as in the period prior to Employee’s giving Notice of Resignation to TriNet. Employee’s primary job duties during the Notice Period will involve assisting TriNet to effectuate an orderly transition of duties to other TriNet personnel as assigned by Employee’s manager. During the Notice Period, Employee shall: (i) not discuss or communicate about Employee’s impending departure from TriNet with clients or others who are not employees of TriNet unless authorized in writing to do so by Employee’s manager; (ii) not take, remove or transfer any TriNet data, records or information off the premises of any TriNet office or facility; (iii) access TriNet systems only with express permission of Employee’s manager (Employee understands that such accessibility may be terminated during the Notice Period); (iv) return to Employee’s TriNet manager, within one business day of tendering Employee’s notice of resignation, all files, data and information relating to TriNet clients or business which Employee may have had off premises during the course of Employee’s employment; (v) not use any social networking system or function to update any clients about Employee’s employment status with TriNet and/or any impending change of such status; and (vi) if Employee has had remote access to TriNet computer systems or if Employee has ever used a non-TriNet issued computer or electronic device for work, Employee will, upon TriNet’s request, make such personal computer(s) or other electronic devices available to TriNet and/or its computer forensic experts for imaging and searching to verify that all TriNet client data and any other non-public information has been removed. Employee understands and agrees that a core purpose of the Notice Period is to enable the orderly transition of knowledge, files, data and client responsibility to other TriNet employees, and accordingly Employee understands and agrees that TriNet is free to and may elect to engage in a variety of transition-related activities, including but not limited to notifying clients of Employee’s intent to leave TriNet, informing clients of the identity of other TriNet employees being assigned to service their accounts, introducing the clients to other TriNet personnel, and/or holding meetings with clients that may or may not include Employee, as Employee’s manager may elect. Employee agrees and understands that during the Notice Period, Employee owes TriNet an unmitigated duty of loyalty, and that Employee shall do nothing during the Notice

Period that Employee intends or reasonably expects to further Employee’s personal interests or the interests of Employee’s new employer to the actual or potential detriment of TriNet.

3.4. At Will (United States Employees). Employees in the United States are employed by TriNet on an at-will basis only. Employee understands and agrees that nothing in the Restricted Stock Unit Award Agreement or this RCA changes the Employee’s "at will" employment status, and that TriNet may end the employment relationship at any time, with or without notice, for any reason or no reason at all. Likewise, Employee is free to end the employment relationship at any time, subject only to Employee’s obligation to provide notice in the manner described herein. Without limitation of the foregoing, Employee understands that TriNet retains the right in its absolute and sole discretion to terminate Employee’s employment after receiving notice from Employee pursuant to this RCA, at which point Employee’s employment and the Notice Period will come to an end (including any associated obligation by TriNet to continue Employee’s salary and benefits during the Notice Period), but in no event shall TriNet terminate Employee’s employment or the Notice Period sooner than two (2) weeks after the date on which Employee gives notice of resignation pursuant to Section 3 (provided, however, that TriNet retains the right as set forth above to determine what duties, if any, will be performed during such two-week period).

3.4.1. Canada. The foregoing paragraph 3.4 shall not apply to Canada employees, and TriNet shall not terminate the Employee’s employment or the Notice Period sooner than the lesser of only: (i) the minimum period of notice prescribed by applicable employment standards legislation, and (ii) two (2) weeks after the date on which Employee gives notice of resignation pursuant to section 3. TriNet may provide payment in lieu of such notice at its discretion. In no event will Employee receive less than the minimum requirements prescribed by applicable employment standards legislation and, should such legislation provide for any minimum benefit or entitlement in excess of the payment or benefits provided pursuant to this paragraph, Employee will receive such greater minimum entitlement and nothing more.

3.4.2. India. This Section 3.4.2 shall apply to India employees in lieu of the first paragraph of Section 3.4. Subject to the Notice Period requirement above in Section 3.3, either party may terminate the employment without cause by giving prior written notice to the other party as specified in the Employee’s applicable offer letter from the Company or its Subsidiary or Affiliate that employs Employee (“TriNet”), or payment in lieu of such notice by TriNet. Further, TriNet reserves the right to terminate Employee’s employment for cause without giving any prior notice or payment in lieu of notice in accordance with its internal policies and the offer letter.

SECTION 4. Non-Solicitation.

provided or sold by TriNet. Employee understands that Employee’s agreement “not to solicit” as set forth in this Section 4.1 means that Employee will not, directly or indirectly, initiate any contact or communication with any entity that, at the time, has a contractual relationship with TriNet for the purpose of soliciting, inviting, encouraging, recommending or requesting any such entity to do business with Employee and/or any other person or entity. This restriction is limited to (a) customers Employee serviced, solicited or interacted with at any time during the 24 months immediately preceding termination of employment with TriNet; (b) customers serviced or solicited by other TriNet employees whom Employee directly supervised during the 24 months immediately preceding termination of employment with TriNet; and (c) customers about whom Employee had access to Confidential Information during the 24 months immediately preceding termination of employment with TriNet.

4.1.1. Alabama. Sub-section 4.1, above, does not apply if the state in which Employee last worked for TriNet was Alabama, in which case Employee will not directly or indirectly, during employment with TriNet and for twelve (12) months following termination or separation of such employment for any reason, solicit any of TriNet’s current customers, either for Employee’s own benefit or advantage or on behalf of any other person, partnership, corporation, or other entity, so long as TriNet carries on a like business. This restriction is limited to (a) current customers Employee serviced, solicited or interacted with at any time during the 24 months immediately preceding termination of employment with TriNet; (b) current customers serviced or solicited by other TriNet employees whom Employee directly supervised during the 24 months immediately preceding termination of employment with TriNet; and (c) current customers about whom Employee had access to Confidential Information during the 24 months immediately preceding termination of employment with TriNet.

4.1.2. California & North Dakota. Sub-section 4.1, above, does not apply if the state in which Employee primarily resides or primarily works for TriNet in California or North Dakota, provided, however, that with respect to Notice of Resignation and Non-Solicitation of customers Employee nevertheless is bound by the terms of Sections 3 and 1.2 above.

4.1.3. Colorado. If at the time of Employee’s termination of employment with TriNet, Employee had been primarily working for TriNet in Colorado or had been primarily residing in Colorado while working for TriNet, see Sub-section 6.1 below for important limitations and acknowledgments relating to the restrictions contained in the above Sub-section 4.1.

4.1.4. Illinois. Subsection 4.1, above, does not apply if the state in which Employee last worked for TriNet was Illinois unless, as of the time of execution of the Restricted Stock Unit Award Agreement, Employee’s actual or expected annualized rate of earnings with TriNet exceed Forty-five thousand dollars ($45,000) per year (or such other amount established by existing statutory terms or subsequent statutory modifications).

4.1.5. Nebraska. Sub-section 4.1 does not apply if the state in which Employee last worked for TriNet was Nebraska, in which case Employee will not, during employment with TriNet and for twelve (12) months following termination or separation of employment, solicit any TriNet current customers with which Employee actually did business and had personal contact during the 18 months immediately preceding termination of employment with TriNet.

4.1.6. Oklahoma. Sub-section 4.1 does not apply if the state in which Employee last worked for TriNet was Oklahoma, in which case Employee will not, during employment with TriNet and for twelve (12) months following termination or separation of employment for any reason, directly solicit TriNet’s established customers or the business or patronage of such established customers either for Employee’s own purposes or on behalf of any other person, partnership, corporation, or other entity. This restriction on direct solicitation of established customers is further limited to (a) established customers that Employee serviced, solicited, or interacted with at any time during the 24 months immediately preceding Employee’s termination of employment with TriNet; and (b) established customers serviced or solicited by other TriNet employees whom Employee supervised during the 24 months immediately preceding Employee’s termination of employment with TriNet.

4.1.7. South Dakota. If the state in which Employee last worked for TriNet was South Dakota, enforcement of the restrictions in Section 4.1 will be limited to the geographic area or areas for which Employee was responsible at any time during the twelve (12) months immediately preceding Employee’s termination of employment with TriNet.

4.2. Employee Non-Solicitation. Employee will not, directly or indirectly, during employment with TriNet and for twelve (12) months following termination or separation of employment, solicit or recruit any TriNet employee(s), non-employee director(s) or consultant(s) of TriNet to accept a position with another company or entity, nor otherwise encourage or induce any TriNet employee, non-employee director or consultant to terminate their employment or affiliation with TriNet. This restriction applies only to (a) employees Employee supervised at any time during the 24 months immediately preceding termination of employment with TriNet, (b) employees with whom Employee worked in the same office at any time during the 24 months immediately preceding termination of employment with TriNet, and (c) employees with whom Employee otherwise had material contact at any time during the 24 months immediately preceding termination of employment with TriNet.

4.2.1. Alabama. Sub-section 4.2, above, does not apply if the state in which Employee last worked for TriNet was Alabama, in which case Employee will not directly or indirectly, during employment with TriNet and for twelve (12) months following termination or separation of employment, hire or employ any agent, servant or employee of TriNet who holds a position uniquely essential to the management, organization, or service of the business of TriNet.

4.2.2. California. Sub-section 4.2, above, does not apply if the state in which Employee primarily resides or primarily works for TriNet is California, provided, however, that with respect to Non-Solicitation of employees, Employee nevertheless is bound by the terms of Section 1.2 above.

4.2.3. Colorado. Sub-section 4.2, above, does not apply if at the time of Employee’s termination of employment with TriNet, Employee had been primarily working for TriNet in Colorado or had been primarily residing in Colorado while working for TriNet, in which case Employee will not solicit, directly or indirectly, any TriNet employee(s) to leave his/her employment with TriNet. This restriction applies only to (a) employees Employee supervised at any time during the 24 months immediately preceding termination of employment with TriNet, (b) employees with whom Employee worked in the same office at any time during the 24

months immediately preceding termination of employment with TriNet, and (c) employees with whom Employee otherwise had material contact at any time during the 24 months immediately preceding termination of employment with TriNet.

4.2.4. Illinois. Sub-section 4.2, above, does not apply if the state in which Employee last worked for TriNet was Illinois unless, as of the time of execution of the Restricted Stock Unit Award Agreement, Employee’s actual or expected annualized rate of earnings with TriNet exceeds forty-five thousand dollars ($45,000) per year (or such other amount established by existing statutory terms or subsequent statutory modifications).

4.2.5. Nebraska. Sub-section 4.2, above, does not apply if the state in which Employee last worked for TriNet was Nebraska, in which case Employee will not, during employment with TriNet and for twelve (12) months following termination or separation of employment, solicit any TriNet current employee with whom Employee had personal contact during the 18 months immediately preceding termination of employment with TriNet.

4.2.6. North Dakota. Sub-section 4.2, above, does not apply if the state in which Employee last worked for TriNet was North Dakota, in which case Employee will not, during employment with TriNet and for twelve (12) months following the end of Employee’s employment with TriNet, solicit an employee of TriNet to leave TriNet’s employment. This restriction is limited to employees of TriNet with whom Employee had business-related contact or dealings.

4.2.7. Oklahoma. Sub-section 4.2, above, does not apply if the state in which Employee last worked for TriNet was Oklahoma, in which case, during employment and for a period of twelve (12) months following the end of Employee’s employment with TriNet, Employee shall not, directly or indirectly, actively or inactively, solicit any employees or independent contractors of TriNet to become employees or independent contractors of another person or business.

SECTION 5. Non-Competition. During Employee’s employment with TriNet, and for a period of twelve (12) months immediately following termination or separation of such employment for any reason, Employee will not, directly or indirectly, perform on behalf of a competitor the same or similar job duties that Employee performed in Employee’s last twelve (12) months of employment with TriNet. This restriction will only apply in the geographic territory for which Employee had responsibility in Employee’s last twelve (12) months of employment with TriNet. Additionally, this restriction will only apply to the performance of job duties competitive with a segment or business line of TriNet’s business in which Employee worked in his/her last twelve (12) months of employment with TriNet. Employee has the right to consult with Employee’s counsel prior to accepting the Restricted Stock Unit Award Agreement containing this RCA.

5.1. Notwithstanding the foregoing, where applicable, this Section 5 will apply only to the extent permissible under (i) the ABA Model Rules of Professional Conduct’s provisions regarding restrictions on the right to practice law, and/or (ii) any applicable state counterpart similarly addressing restrictions on the right to practice law.

5.2. California, Oklahoma, Minnesota, Nebraska, North Dakota. Section 5, above, does not apply if the state in which Employee last worked for TriNet was California, Oklahoma, Minnesota, Nebraska or North Dakota.

5.3. Colorado. If at the time of Employee’s termination of employment with TriNet, Employee had been primarily working for TriNet in Colorado or had been primarily residing in Colorado while working for TriNet, see Sub-section 6.1 below for important limitations and acknowledgments relating to the restrictions contained in the above Section 5.

5.4. Illinois. Section 5, above, does not apply if the state in which Employee last worked for TriNet was Illinois unless, as of the time of execution of the Restricted Stock Unit Award Agreement, Employee’s actual or expected annualized rate of earnings with TriNet exceeds seventy-five thousand dollars ($75,000) per year (or such other amount established by existing statutory terms or subsequent statutory modifications).

5.5. Massachusetts. If Employee is, and has been for at least 30 days immediately preceding Employee’s cessation of employment, a resident of or employed in Massachusetts at the time of Employee’s termination of employment, then Employee hereby agrees that Employee’s acceptance of the Award identified in the Restricted Stock Unit Award Agreement, and Employee’s enjoyment of the financial opportunities flowing from such participation, provide Employee with a valuable investment opportunity which constitutes other mutually agreed consideration supporting Employee’s agreement to abide by the restrictions contained herein for purposes of compliance with Massachusetts law relating to non-competition agreements.

The restrictions contained in this Section 5 will not apply in the event Employee is (i) laid off, or (ii) involuntarily terminated by TriNet without Cause. In the event of a termination for Cause (as defined below), however, this Section 5 shall be in full force and effect to the same extent as it would if Employee resigned voluntarily. The definition of “Cause” means any of the following: (i) an unsatisfactory level of performance; (ii) a violation of any legal or contractual obligation to TriNet; (iii) non-compliance with TriNet policies or procedures; (iv) substantiated violation of the TriNet Code of Business Conduct and Ethics; (v) the conviction of a felony involving fraud or dishonesty directed against TriNet; or (vi) any willful act or failure to act that adversely affects the business of TriNet in any material respect. For purposes of this definition, “unsatisfactory level of performance” means a serious or repeated performance failure, including, without limitation, serious conduct, behavior, or attendance failures that are subject to formal corrective action up to and including termination of employment.

5.6. Maine. If Employee last worked for TriNet in Maine, then Employee acknowledges and agrees that Employee received a copy of this RCA at least three business days before Employee was required to sign the Restricted Stock Unit Award Agreement.

competition agreements. Section 5, above, does not apply if Employee last worked for TriNet in Oregon and the total amount of Employee’s annual gross salary and commissions, calculated on an annual basis, at the time of Employee’s termination does not exceed $116,427, adjusted annually for inflation pursuant to the Consumer Price Index for All Urban Consumers, West Region (All Items), as published by the Bureau of Labor Statistics of the United States Department of Labor immediately preceding the calendar year of Employee’s termination.

5.8. Washington. If Employee last worked for TriNet in Washington and entered the Restricted Stock Unit Award Agreement at the outset of Employee’s employment, then Employee hereby acknowledges and agrees that Employee received written notice of the terms in Section 5 prior to accepting the offer of employment with TriNet. If Employee last worked for TriNet in Washington and entered the Restricted Stock Unit Award Agreement after the commencement of employment, then Employee hereby agrees that Employee’s acceptance of the Award identified in the Restricted Stock Unit Award Agreement, and Employee’s enjoyment of the financial opportunities flowing from such participation, provide Employee with a valuable investment opportunity which constitutes independent consideration supporting Employee’s agreement to abide by the restrictions contained herein for purposes of compliance with Washington law relating to non-competition agreements. Section 5, above, does not apply if Employee last worked for TriNet in Washington and the total amount of Employee’s annualized Earnings does not exceed $123,394.17, adjusted annually for inflation by the Washington Department of Labor and Industries on September 30 of each year, calculated based on the federal Bureau of Labor Statistics’ Consumer Price Index for Urban Wage Earners and Clerical Workers (CPI-W). Earnings for purposes of this Section 5.3 means the compensation reflected on box 1 of Employee’s United States Internal Revenue Service Form W-2 that is paid to Employee over the prior year, or portion thereof for which Employee was employed, annualized and calculated as of the earlier of the date enforcement of the noncompetition covenant is sought or the date of separation from employment.

SECTION 6. Reasonableness of Restrictions. Employee acknowledges and agrees that compliance with the non-disclosure, non-solicitation, and non-competition covenants above is both reasonable and necessary to protect TriNet’s legitimate business interests, including its confidential business information and trade secrets, its goodwill, its customer and employee relationships and investment therein, and its reputation, and that Employee’s violation of these covenants is inconsistent with TriNet’s provision of equity ownership incentive grants as contemplated by the Restricted Stock Unit Award Agreement. Employee further acknowledges and agrees that Employee’s post-employment competition, and/or Employee’s solicitation of TriNet customers or personnel during this limited period of time, in violation of the non-competition and non-solicitation covenants above, would be contrary to the purpose, goal, and intent of TriNet’s agreement to provide Employee with the equity incentive award provided to Employee in the Restricted Stock Unit Award Agreement, and that but for Employee’s consent to such post-employment restrictions, the equity incentive award herein would not otherwise be awarded to Employee. Employee further acknowledges that Employee’s participation in equity ownership incentive grants is fully optional on the part of Employee, and that Employee opts to participate fully understanding that the foregoing covenants and restrictions would be conditions of such participation.

6.1. Colorado. If at the time of Employee’s termination of employment with TriNet, Employee had been primarily working for TriNet in Colorado or had been primarily residing in

Colorado while working for TriNet, then the restrictions contained in Sections 4 and 5, above, shall apply and be enforceable only if at the time this Agreement is entered into and at the time it is enforced, Employee earns (a) as to Section 5, an amount of Annualized Cash Compensation equivalent to or greater than the threshold amount to qualify as a Highly Compensated Worker, as the terms Annualized Cash Compensation, Highly Compensated Worker, and Threshold Amount for Highly Compensated Workers are defined in Colorado Revised Statutes Section 8-2-113 or any equivalent Colorado statutory provision that may be in effect at the time of Employee’s termination of employment with TriNet, or (b) as to Section 4, 60% of the amount set forth immediately above in Sub-section 6.1(a). Employee hereby agrees and acknowledges that: (i) during the course of Employee’s employment with TriNet, Employee has had access to, gained knowledge of and/or contributed to the development of trade secret business information of TriNet; and (ii) the restrictions contained in Sections 1, 3, 4 and 5 are necessary to, and designed for, the protection of TriNet’s trade secrets by preventing such trade secrets from being disclosed to a competitor or used by a competitor in competition with TriNet.

6.2. Illinois. If Employee last worked for TriNet in Illinois, then TriNet advises Employee to have this RCA reviewed by an attorney of Employee’s own choosing to receive legal advice about the RCA prior to Employee signing the Restricted Stock Unit Award Agreement. Employee acknowledges and agrees that Employee received at least 14 days to review this RCA before Employee was required to sign the Restricted Stock Unit Award Agreement, although Employee may choose to sign in fewer than 14 days.

SECTION 7. Irreparable Harm/Injunctive Relief. Employee acknowledges and agrees that any breach of Employee’s obligations under the Non-Disclosure, Notice of Resignation, Non-Solicitation, and/or Non-Competition covenants above, as applicable, will result in irreparable and continuing harm and injury to TriNet for which there is no adequate remedy at law. Employee further agrees that in the event Employee breaches or threatens to breach the non-disclosure, non-solicitation, and/or non-competition covenants, in addition to any other rights, remedies or damages available to TriNet, TriNet shall be entitled to seek and obtain temporary, preliminary, and permanent injunctive relief to enforce the specific terms of these covenants. Employee further agrees and consents that in any action seeking temporary or preliminary injunctive relief to enforce any of the foregoing restrictions, TriNet and Employee shall be entitled to engage in expedited discovery in aid of proceedings seeking temporary and/or preliminary injunctive relief, including expedited document production, interrogatories, and depositions limited at the expedited stage to those topics that are relevant to temporary and/or preliminary injunctive relief.

SECTION 8. Other Provisions. If any provision of this RCA is found to be invalid or unenforceable, the parties hereto agree that a court may modify, alter or amend such provision to the extent necessary to make it enforceable. If a court declines to modify, alter or amend the provision to make it enforceable, then the remaining provisions of this RCA shall remain in full force and effect. This RCA is assignable by TriNet and will be binding upon and inure to the benefit of TriNet’s successors, assigns and affiliated entities. Employee agrees that, should TriNet, or any subsidiary or unit of TriNet in which Employee works, be acquired by, merge with, or otherwise combine with another business entity, TriNet’s rights under this RCA will be automatically assigned to the surviving entity, and such entity will have all rights to enforce this Agreement. Employee hereby consents to any such actual or deemed automatic assignment. Notwithstanding the foregoing, Employee may not assign this RCA. Nothing in this RCA shall

be interpreted to limit any obligations owing by Employee to TriNet as a matter of common law, to the extent applicable. Nothing contained in this RCA shall be construed to reduce or limit TriNet’s right, title or interest in any Company Information or trade secrets so as to be less in any respect than TriNet would have had in the absence of this RCA.

SECTION 9. Governing Law; Venue; Integration. The terms of this RCA and any disputes arising out of it shall be governed by, and construed in accordance with, the laws of the state or province in which Employee was last employed by TriNet, without giving effect to such state or province’s conflict of law principles. Employee agrees and understands that such state or province’s laws will govern as set forth herein regardless of whether Employee moves Employee’s residence or place of employment to another state or location after termination of employment with TriNet. Notwithstanding any arbitration agreement that otherwise may exist between Employee and TriNet, Employee and TriNet agree that in the event of any dispute arising under this RCA, any such dispute is not subject to arbitration, and Employee and TriNet instead hereby mutually confer exclusive jurisdiction and venue for any dispute in any way related to this RCA on the state, provincial or federal court having original jurisdiction for the location in which Employee last worked for TriNet, and Employee and TriNet both agree not to bring any litigation in any way related to this RCA in any other court or forum. This RCA replaces and supersedes any conflicting provision of any Restrictive Covenant Agreement contained in a prior Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement entered into by the parties under the TriNet Group, Inc. Amended and Restated 2019 Equity Incentive Plan.

9.1. California. If Employee primarily resides in or primarily works for TriNet in California, notwithstanding anything contained in Section 9 of this RCA, this RCA shall be governed, construed, and enforced in accordance with California law, and the state and/or federal courts of California shall be the sole and exclusive jurisdiction and venue for resolution of any disputes arising under this Agreement.

9.2. Colorado. If at the time of Employee’s termination of employment with TriNet, Employee had been primarily working for TriNet in Colorado or had been primarily residing in Colorado while working for TriNet, then notwithstanding anything contained in Section 9 of this RCA, this RCA shall be governed, construed, and enforced in accordance with Colorado law, and the state and/or federal courts of Colorado shall be the sole and exclusive jurisdiction and venue for resolution of any disputes arising under this Agreement.

9.3. Massachusetts. If Employee is, and has been for at least 30 days immediately preceding Employee’s cessation of employment, a resident of or employed in Massachusetts at the time of Employee’s termination of employment, then notwithstanding anything contained in Section 9 of this RCA: (1) this RCA shall be governed by and construed according to the laws of the Commonwealth of Massachusetts; and (2) Employee consents to the personal jurisdiction of the court located in the county in which Employee resides as of the date of Employee’s termination of employment and the business litigation session of the Superior Court in Suffolk County, Massachusetts with respect to all matters arising out of or related to this RCA.

***

Employee understands and acknowledges that Employee has the right to consult and is encouraged to consult with Employee’s attorney to obtain legal counsel prior to making the choice to accept the Restricted Stock Unit Award Agreement and this RCA and the restrictions contained herein. Employee acknowledges that Employee was given at least fourteen (14) days’ notice together with the language of the covenants contained hereinabove, prior to the effective date of the covenants, in which to review the covenants.

IN WITNESS WHEREOF, Employee accepts the obligations under this Restrictive Covenant Agreement and will be deemed to have accepted and signed this RCA upon Employee’s acceptance of the Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement to which it is attached.

TRINET GROUP, INC. RESTRICTED STOCK UNIT GRANT NOTICE

FOR COLLEAGUES (AMENDED AND RESTATED 2019 EQUITY INCENTIVE PLAN)

TriNet Group, Inc. (the “Company”), pursuant to the TriNet Group, Inc. Amended and Restated 2019 Equity Incentive Plan (as may be amended from time to time, the “Plan”), hereby awards to the Participant a time-based Restricted Stock Unit (“RSUs”) Award for the number of shares of the Company’s Common Stock (“Shares”) set forth below (the “Award”). The Award is subject to all of the terms and conditions as set forth in this Notice of Restricted Stock Unit Award (this “Notice”), including the vesting schedule set forth below, the Plan and the Restricted Stock Unit Award Agreement (the “RSU Agreement”) and the Restrictive Covenant Agreement, all of which are attached hereto and incorporated herein in their entirety (this Notice, the RSU Agreement, including any country-specific addendum attached thereto, collectively, the “Award Agreement”). Except as otherwise indicated, any capitalized term used but not defined shall have the meaning ascribed to such term in Plan.


Participant:
Award Number:
Date of Grant:
Number of Shares Subject to Award:

Vesting Schedule:

Acceptance, Acknowledgment and Receipt

By accepting the Award Agreement, the Participant hereby:

•acknowledges receipt of, and represents that Participant understands, this Notice, the RSU Agreement (including any addenda attached thereto), the Restrictive Covenant Agreement and the Plan;

•acknowledges and agrees that this Notice, the RSU Agreement (including any addenda attached thereto), the Restrictive Covenant Agreement and the Plan set forth the entire understanding between the Participant and the Company regarding this Award and supersede all prior oral or written agreements, promises and/or representations on that subject with the exception of (i) equity awards previously granted and delivered to the Participant, (ii) any compensation recovery policy that is adopted by the Company or is otherwise required by applicable law or listing standards applicable to the Company, and (iii) any written employment or severance arrangement that would provide for vesting acceleration;

TRINET GROUP, INC. AMENDED AND RESTATED 2019 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

FOR COLLEAGUES

The Participant has been granted an Award (the “Award”) of Restricted Stock Units (“RSUs”) pursuant to the TriNet Group, Inc. Amended and Restated 2019 Equity Incentive Plan (as it may be amended from time to time, the “Plan”), the Notice of Restricted Stock Unit Award (the “Notice”) and this Restricted Stock Unit Award Agreement (this “Agreement”), dated as of the Date of Grant set forth in the Grant Notice for this Award (the “Grant Date”). Except as otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan.

1. Issuance of Shares. Each RSU shall represent the right to receive one Share upon the vesting of such RSU, as determined in accordance with and subject to the terms of this Agreement, the Plan and the Notice. The number of RSUs is set forth in the Notice.

2. Vesting Dates. Subject to Sections 3 and 4, the Award shall vest on the dates set forth in the Notice.

3. Termination of Service. Except as otherwise provided for in any employment-related agreement between the Participant and the Company or any Subsidiary or Affiliate, upon a Termination of Service, the Committee, in its sole discretion, shall determine whether and to what extent any unvested RSUs may vest, settle, be paid or forfeited; provided that in the event of a Termination of Service for Cause, the Committee may determine whether and to what extent any vested RSUs may be forfeited. Absent such exercise of discretion, in the event of the Participant’s Termination of Service for any reason, any RSUs that are not vested as of the date of such Termination of Service will be forfeited without payment of any consideration to Participant. For the avoidance of doubt and for purposes of this Award only, Termination of Service will be deemed to occur as of the date the Participant is no longer actively providing services as an Employee or Consultant (except, in certain circumstances at the sole discretion of the Company, to the extent the Participant is on a Company approved leave of absence) and will not be extended by any notice period or “garden leave” that may be required contractually or under applicable laws, unless otherwise determined by the Company in its sole discretion.

Notwithstanding the foregoing, in the event of death or Disability, the Award shall fully vest and be distributed as soon as practicable but in no event later than 60 days following the Participant’s death or Disability. For this purpose, Disability or Disabled shall mean that the Participant meets the eligibility requirements for receiving benefits under the Employer’s long term disability plan. In the event the Participant is not eligible to or has elected not to enroll in the Employer’s long term disability plan, the Participant is deemed Disabled by the Company if the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which

has lasted or can be expected to last for a continuous period of not less than 12 months. An individual shall not be considered Disabled unless the individual furnishes proof of the existence thereof in such form and manner, and at such times, as the Company may require. Further, the Company may retain a physician or other third party to assist in determining whether the Participant is Disabled.

4. Change in Control. In the event of a Change in Control, the RSUs will be treated in accordance with Section 12(b) of the Plan.

5. Restrictive Covenants. As a condition precedent to the grant of the Award, the Participant agrees to be subject to the restrictive covenants as set forth in Appendix A (the “Restrictive Covenants Agreement”).

6. Transfer of RSUs.

(a) General Prohibition on Transfer. Except as may be permitted by the Committee, neither the Award nor any right under the Award shall be pledged, assignable, alienable, saleable or transferable by the Participant except as provided in this Section 6. This provision shall not apply to any portion of the Award that has been fully settled and shall not preclude forfeiture of any portion of the Award in accordance with the terms herein.

(b) Death. The Award may be transferable by will or pursuant to the laws of descent and distribution. In addition, upon receiving written permission from the Board or its duly authorized designee, the Participant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company and any broker designated by the Company to effect transactions under the Plan, designate a third party who, in the event of the Participant’s death, will thereafter be entitled to receive any distribution of Shares or other consideration to which the Participant was entitled at the time of the Participant’s death pursuant to this Agreement. In the absence of such a designation, the Participant’s executor or administrator of the Participant’s estate will be entitled to receive, on behalf of the Participant’s estate, such Shares or other consideration.

(c) Certain Trusts. Upon receiving written permission from the Board or its duly authorized designee, the Participant may transfer the Award to a trust if that Participant is considered to be the sole beneficial owner (determined under Section 671 of the U.S. Internal Revenue Code (the “Code”) and applicable law) while the Award is held in the trust, provided that the Participant and the trustee enter into transfer and other agreements required by the Company.

7. Voting Rights. The Participant shall have no voting rights or any other rights as a stockholder of the Company with respect to the RSUs unless and until the Participant becomes the record owner of the Shares underlying the RSUs.

time at which such dividend was declared. If applicable, each Dividend Equivalent will be paid to the Participant in cash as soon as reasonably practicable (and in no event later than 30 days) after the applicable Vesting Date of the corresponding RSUs. For clarity, no Dividend Equivalent will be paid with respect to any RSUs that are forfeited.

9. Distribution of Shares.

(a) Subject to the provisions of this Agreement, upon the vesting of any of the RSUs, the Company shall deliver to the Participant, as soon as reasonably practicable (and in no event later than 30 days) after the applicable Vesting Date, one Share for each such RSU. Upon the delivery of Shares, such Shares shall be fully assignable, alienable, saleable and transferrable by the Participant; provided that any such assignment, alienation, sale, transfer or other alienation with respect to such Shares shall be in accordance with applicable securities laws and any applicable Company policy.

(b) Notwithstanding the foregoing, in the event that (i) the Participant is subject to the Company’s policy permitting certain individuals to sell Shares only during certain “window” periods, in effect from time to time or the Participant is otherwise prohibited from selling Shares in the public market and any Shares covered by the Award are scheduled to be delivered on a day (the “Original Distribution Date”) that does not occur during an open “window period” applicable to the Participant, as determined by the Company in accordance with such policy, or does not occur on a date when the Participant is otherwise permitted to sell Shares on the open market, and (ii) the Company elects not to satisfy its obligations for Tax-Related Items (as defined in Section 10(a) below) by withholding Shares from the Participant’s distribution, then such Shares will not be delivered on such Original Distribution Date and will instead be delivered on the first business day of the next occurring open “window period” applicable to the Participant pursuant to such policy (regardless of whether the Participant is still providing continuous services at such time) or the next business day when the Participant is not prohibited from selling Shares in the open market, but in no event later than the fifteenth (15th) day of the third calendar month of the calendar year following the calendar year in which the Shares originally became vested. The form of such delivery (e.g., a stock certificate or electronic entry evidencing such Shares) will be determined by the Company. In all cases, the delivery of Shares under this Award is intended to comply with Treasury Regulation Section 1.409A-1(b)(4) and will be construed and administered in such manner.

10. Responsibility for Taxes.

(a) The Participant acknowledges that, regardless of any action taken by the Company or the Participant’s employer (“Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including, but not limited to, the grant, vesting or settlement of the Award, the subsequent sale of Shares acquired upon settlement of the Award and the receipt of any dividends and/or Dividend Equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the

grant or any aspect of the Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(b) As a condition to the grant, vesting and settlement of the Award, prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy (and will indemnify the Company and any Subsidiary or Affiliate) with respect to any and all Tax-Related Items which arise upon the grant, vesting or settlement of the Award, ownership or disposition of Shares, receipt of dividends, if any, or otherwise in connection with the Award or Shares. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations with regard to all Tax-Related Items in the manner determined by the Company and/or the Employer from time to time, which may include: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; (ii) requiring the Participant to remit the aggregate amount of such Tax-Related Items to the Company in full, in cash or by check, bank draft or money order payable to the order of the Company or the Employer; (iii) through a procedure whereby the Participant delivers irrevocable instructions to a broker reasonably acceptable to the Committee to sell Shares obtained upon settlement of the Award and to deliver promptly to the Company an amount of the proceeds of such sale equal to the amount of the Tax-Related Items; (iv) by a “net settlement” under which the Company reduces the number of Shares issued on settlement of the Award by the number of Shares with an aggregate fair market value that equals the amount of the Tax-Related Items associated with such settlement; or (v) any other method of withholding determined by the Company and permitted by applicable law.

(c) The Participant acknowledges and agrees that, absent an affirmative election otherwise, such Tax-Related Items shall be satisfied through “net settlement” as set forth in Section 10(b)(iv).

(d) Depending on the withholding method, the Company or the Employer may withhold or account for Tax-Related Items by considering applicable statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent number of Shares. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the settled Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items.

(e) The Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

(f) The Participant further acknowledges and agrees that the Participant is solely responsible for filing all relevant documentation that may be required in relation to the Award or any Tax-Related Items (other than filings or documentation that is the specific obligation of the Company or any Subsidiary or Affiliate pursuant to applicable laws), such as but not limited to personal income tax returns or reporting statements in relation to the grant, vesting or settlement of the Award, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of any dividends. The Participant further acknowledges that the Company makes no representations or undertakings regarding the treatment of any Tax-Related Items and does not commit to and is under no obligation to structure the terms or any aspect of the Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant also understands that applicable laws may require varying Share or Restricted Stock Unit valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of the Participant under applicable laws. Further, if the Participant has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Participant acknowledges that the Company or any Subsidiary or Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

11. Not Salary, Pensionable Earnings or Base Pay. The Participant acknowledges that the Award shall not be included in or deemed to be a part of (a) salary, normal salary or other ordinary compensation, (b) any definition of pensionable or other earnings (however defined) for the purpose of calculating any benefits payable to or on behalf of the Participant under any pension, retirement, termination or dismissal indemnity, severance benefit, retirement indemnity or other benefit arrangement of the Company or any Subsidiary or Affiliate (including the Employer) or (c) any calculation of base pay or regular pay for any purpose.

12. Cancellation/Clawback. The Participant hereby acknowledges and agrees that the Participant and the Award are subject to the terms and conditions of Section 19 (Cancellation or “Clawback” of Awards) of the Plan, subject to applicable law

13. Provisions of Plan Control. This Agreement is subject to all the terms, conditions and provisions of the Plan, including the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan as may be adopted by the Committee and as may be in effect from time to time. The Plan is incorporated herein by reference. If and to the extent that this Agreement conflicts or is inconsistent with the Plan, the Plan shall control, and this Agreement shall be deemed to be modified accordingly.

14. Notices. Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given when delivered personally or by courier, or sent by certified or registered mail, postage prepaid, return receipt requested, duly addressed to the party concerned at the address indicated below or to such changed address as such party may subsequently by similar process give notice of:

If to the Company:

TriNet Group, Inc.

One Park Place

Suite 600

Dublin, CA 94568

Attention: Chief Legal Officer

If to the Participant, to the address of the Participant on file with the Company.

15. No Right to Continued Service. The grant of the Award shall not be construed as giving the Participant the right to be retained in the employ of, or to continue to provide services to, the Company or any Subsidiary or Affiliate (including the Employer). Nothing in the Plan or in this Agreement shall interfere with or limit in any way the right of the Company or a Subsidiary or Affiliate thereof to terminate the Participant’s service at any time, subject to applicable laws.

16. No Right to Future Awards. In accepting the Award, the Participant acknowledges that the Plan is established voluntarily by the Company, is discretionary in nature, and may be modified, amended, suspended or terminated by the Company at any time. Any Award granted under the Plan shall be a one-time Award that does not constitute a promise of future grants. The Company, in its sole discretion, maintains the right to make available future grants under the Plan. The grant of RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, other Awards or benefits in lieu of RSUs, even if RSUs have been granted repeatedly in the past, and all decisions with respect to future grants of RSUs or other Awards, if any, will be at the sole discretion of the Company. In addition, the Participant’s participation in the Plan is voluntary, and the RSUs and the Shares subject to the RSUs are extraordinary items that do not constitute regular compensation for services rendered to the Company or any Subsidiary or Affiliate and are outside the scope of the Participant’s employment contract, if any.

17. Restrictive Legends. The shares issued under the Award will be endorsed with appropriate legends as determined by the Company.

18. Entire Agreement. This Agreement, the Plan, the Notice and any other agreements, schedules, addenda, appendices, exhibits and other documents referred to herein or therein constitute the entire agreement and understanding between the parties in respect of the subject matter hereof and supersede all prior and contemporaneous arrangements, agreements and understandings, both oral and written, whether in term sheets, presentations or otherwise, between the parties with respect to the subject matter hereof.

20. Severability. If any provision of this Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction, or would disqualify the Plan or this Agreement under any law deemed applicable by the Board, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Board, materially altering the intent of this Agreement, such provision shall be stricken as to such jurisdiction, and the remainder of this Agreement shall remain in full force and effect.

21. Amendment; Waiver. No amendment or modification of any provision of this Agreement that has a material adverse effect on the Participant shall be effective unless signed in writing by or on behalf of the Company and the Participant; provided that the Company may amend or modify this Agreement without the Participant’s consent in accordance with the provisions of the Plan or as otherwise set forth in this Agreement. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition, whether of like or different nature. Any amendment or modification of or to any provision of this

Agreement, or any waiver of any provision of this Agreement, shall be effective only in the specific instance and for the specific purpose for which such amendment, modification or waiver is made or given.

21. Assignment. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by the Participant.

22. Successors and Assigns; No Third-Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the Company and the Participant and their respective heirs, successors, legal representatives and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer on any Person other than the Company and the Participant, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

23. No Advice Regarding Grant; Opportunity to Obtain Advice of Counsel. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares. The Participant is hereby advised to consult with the Participant’s own personal tax, financial and/or legal advisors regarding the Tax-Related Items arising in connection with the Award. By accepting the Award, the Participant acknowledges and agrees that he or she has done so or knowingly and voluntarily declined to do so. The Participant acknowledges and agrees that he or she has reviewed the Agreement, the Notice and the Plan in their entirety, including any addenda or other documents referred to herein or therein, and have had the opportunity to obtain the advice of counsel prior to executing and accepting the Award, and fully understood the provisions of the Award.

24. Dispute Resolution. All controversies and claims arising out of or relating to this Agreement, or the breach hereof, shall be settled by the Company’s or the Employer’s mandatory dispute resolution procedures, if any, as may be in effect from time to time with respect to matters arising out of or relating to the Participant’s employment with the Company or the Employer.

25. Governing Law; Venue. All matters arising out of or relating to this Agreement and the transactions contemplated hereby, including its validity, interpretation, construction, performance and enforcement, shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to its principles of conflict of laws. Notwithstanding any arbitration agreement that otherwise may exist between the Participant and the Company, the Participant and the Company agree that, in the event of any dispute arising under this Agreement, any such dispute is not subject to arbitration, and the Participant and the Company instead hereby submit and consent to the exclusive jurisdiction of the State of Delaware and agree that any such litigation shall be conducted only in the courts of Delaware or the federal courts of the United States located in Delaware and no other courts.

additional documents the Company may deem necessary or advisable to accomplish the foregoing or to carry out or give effect to any of the obligations or restrictions imposed on either the Participant or the RSU pursuant to this Agreement. Furthermore, the Participant acknowledges that the applicable laws of the country in which the Participant is residing or working at the time of grant, vesting and settlement of the RSUs or the ownership or sale of Shares received pursuant to the RSUs (including any rules or regulations governing securities, foreign exchange, tax, labor, or other matters) may subject the Participant to additional procedural or regulatory requirements that the Participant is and will be solely responsible for and must fulfill. Such requirements may be outlined in but are not limited to the Country-Specific Addendum (the “Addendum”) attached hereto, which forms part of this Agreement. Notwithstanding any provision herein, the Participant’s participation in the Plan shall be subject to any applicable special terms and conditions or disclosures as set forth in the Addendum. The Participant also understands and agrees that if the Participant works, resides, moves to, or otherwise is or becomes subject to applicable laws or company policies of another jurisdiction at any time, certain country-specific notices, disclaimers and/or terms and conditions may apply to the Participant as from the date of grant, unless otherwise determined by the Company in its sole discretion.

27. References. References herein to rights and obligations of the Participant shall apply, where appropriate, to the Participant’s legal representative or estate without regard to whether specific reference to such legal representative or estate is contained in a particular provision of this Agreement.

28. Data Privacy. The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s Personal Data (as described below) by and among, as applicable, the Company, any Subsidiary, Affiliate or third parties as may be selected by the Company for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that refusal or withdrawal of consent will affect the Participant’s ability to participate in the Plan; without providing consent, the Participant will not be able to participate in the Plan or realize benefits (if any) from the RSUs.

The Participant understands that the Company and any Subsidiary, Affiliate or designated third parties may hold personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company or any Subsidiary or Affiliate, details of all RSUs or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor (“Personal Data”). The Participant understands that Personal Data may be transferred to any Subsidiary, Affiliate or third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the United States, the Participant’s country (if different than the United States), or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Participant’s country. In particular, the Company may transfer Personal Data to the broker or stock plan administrator assisting with the Plan, to its legal counsel and tax/accounting advisor, and to the affiliate or entity that is the Participant’s employer and its payroll provider.

The Participant should also refer to any data privacy policy implemented by the Company (which will be available to the Participant separately and may be updated from time to

time) for more information regarding the collection, use, storage, and transfer of the Participant’s Personal Data.

29. Foreign Exchange Fluctuations and Restrictions. The Participant understands and agrees that, if required by the Company or applicable laws, any cross-border funds transfers in connection with the RSUs (including proceeds from the sale of Shares or receipt of any dividends) must be made through a locally authorized financial institution or registered foreign exchange agency and may require the Participant to provide to such entity certain information regarding the transaction. Moreover, the Participant understands and agrees that the future value of the underlying Shares is unknown and cannot be predicted with certainty and may decrease in value. The Participant understands that neither the Company nor any Subsidiary or Affiliate is responsible for any foreign exchange fluctuation between local currency and the United States Dollar or the selection by the Company or any Subsidiary or Affiliate in its sole discretion of an applicable foreign currency exchange rate that may affect the value of the RSUs (or the calculation of income or Tax-Related Items thereunder).

30. Communications and Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to the Participant’s current or future participation in the Plan, shares, or any other Company-related documents by electronic means. By accepting this Agreement, whether electronically or otherwise, the Participant hereby consents to receive such documents by electronic delivery and agree to participate in the Plan through an online or electronic system established and maintained by the Company or a third party designated by the Company, including but not limited to the use of electronic signatures or click-through electronic acceptance of terms and conditions. To the extent the Participant has been provided with a copy of this Agreement, the Plan, or any other documents relating to the RSUs in a language other than English, the English language documents will prevail in case of any ambiguities or divergences as a result of translation.

Country-Specific Addendum

This Addendum includes additional country-specific notices, disclaimers, and/or terms and conditions that apply to individuals who work or reside in the countries listed below and that may be material to the Participant’s participation in the Plan. Such notices, disclaimers, and/or terms and conditions may also apply, as from the date of grant, if the Participant moves to or otherwise is or becomes subject to the applicable laws or Company policies of the country listed. However, because foreign exchange regulations and other local laws are subject to frequent change, the Participant is advised to seek advice from his or her own personal legal and tax advisor prior to accepting an RSU or holding or selling Shares acquired under the Plan. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s acceptance of the RSUs or participation in the Plan. Unless otherwise noted below, capitalized terms shall have the same meaning assigned to them under the Plan and the Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement. This Addendum forms part of the Restricted Stock Unit Award Agreement and should be read in conjunction with the Restricted Stock Unit Award Agreement and the Plan.

Securities Law Notice: Unless otherwise noted, neither the Company nor the Shares are registered with any local stock exchange or under the control of any local securities regulator outside the United States. The Restricted Stock Unit Award Agreement (of which this Addendum is a part), the Plan, and any other communications or materials that you may receive regarding participation in the Plan do not constitute advertising or an offering of securities outside the United States, and the issuance of securities described in any Plan-related documents is not intended for public offering or circulation in the Participant’s jurisdiction.



Canada			Securities Law Notice. The security represented by the RSUs was issued pursuant to an exemption from the prospectus requirements of applicable securities legislation in Canada. The Participant acknowledges that, as long as the Company is not a reporting issuer in any jurisdiction in Canada, the RSUs and the underlying Shares will be subject to an indefinite hold period in Canada and subject to restrictions on their transfer in Canada. Subject to the terms and conditions of the Agreement and applicable securities laws, the Participant is permitted to sell Shares acquired through the designated broker appointed under the Plan, assuming the sale of such Shares takes place outside Canad Settlement in Shares Only. Notwithstanding any discretion in the Plan to the contrary, settlement of the RSUs shall only be made in Shares issued by the Company from treasury and not, in whole or in part, in the form of cash (other than as explicitly consented to by you in Section 10 of the Agreement for tax withholding and payment purposes) or other consideration. Employee Tax Treatment. For Canadian federal income tax purposes, the RSUs are intended to be treated as an agreement by the Company to sell or issue Shares to the employee and, as such, is intended to be subject to the rules in section 7 of the Income Tax Act (Canada). Under those rules, the employee will be considered to have received an employment benefit at the time of settlement of the vested RSUs equal to the full value of the Shares received, which amount will be taxed as employment income and will be subject to withholding at source Foreign Ownership Reporting. If the Participant is a Canadian resident, his or her ownership of certain foreign property (including shares of foreign corporations) in excess of $100,000 may be subject to ongoing annual reporting obligations. The Participant should please refer to CRA Form T1135 (Foreign Income Verification Statement) and consult their tax advisor for further details Quebec: Consent to Receive Information in English. The following applies if the Participant is a resident of Quebec: The parties acknowledge that it is their express wish that this Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English. Les parties reconnaissent avoir exigé la redaction en anglais de cette convention, ainsi que de tous documents exécutés, avis donnés et procedures judiciaries intentées, directement ou indirectement, relativement à la présente convention.


India			Exchange Control Information. The Participant understands that he or she must repatriate to India and convert to local currency any proceeds from the sale of Shares acquired under the Plan within 90 days of receipt and any dividends received in relation to the Shares within 60 days of receipt. The Participant will receive a foreign inward remittance certificate (“FIRC”) from the bank where the Participant deposits the foreign currency. The Participant should maintain the FIRC as evidence of the repatriation of funds in case the Reserve Bank of India, the Company, or any Subsidiary or Affiliate requests proof of repatriati Share Valuation. The amount of the Award subject to tax, including for reporting and withholding, will partially depend upon a valuation that the Company will obtain from a Category I Merchant Banker in India. The Company has no responsibility or obligation to obtain the most favorable valuation possible nor obtain valuations more frequently than required under Indian tax law.

Appendix A

RESTRICTIVE COVENANT AGREEMENT

SECTION 1.Confidential Information.

1.1 Non-Disclosure. Employee agrees that during and after employment with TriNet, Employee will not (i) directly or indirectly disclose to any person or entity, or use, except for the sole benefit of TriNet, any of TriNet’s confidential or proprietary information or trade secrets (collectively, “Company Information”) or (ii) publish or submit for publication, any article or book relating to TriNet, its development projects, or other aspects of TriNet business. By way of illustration and not limitation, Company Information shall include TriNet’s trade secrets; research and development plans or projects; data and reports; computer materials such as software programs, instructions, source and object code, and printouts; products prospective products, inventions, developments, and discoveries; data compilations, development databases; business improvements; business plans (whether pursued or not); ideas; budgets; unpublished financial statements; licenses; pricing strategy and cost data; information regarding the skills and compensation of any employees, non-employee directors or consultants of TriNet (other than Employee); the personally identifying and protected health information of any employee, non-employee director or consultant of TriNet (other than Employee), including worksite employees of TriNet customers; lists of current and potential customers of TriNet; information about customers’ purchasing history, pricing, preferences and profitability; strategies, forecasts and other marketing information and techniques; employment and recruiting strategies and processes; sales practices, strategies, methods, forecasts, compensation plans, and other sales information; investor information; and the identities of TriNet’s suppliers, vendors, and contractors, and all information about those supplier, vendor and contractor relationships such as contact person(s), pricing and other terms. The definition of Company Information shall include both “know-how” (i.e., information about what works well) and “negative know-how” (i.e., information about what does not work well). Employee further acknowledges and agrees that all Company Information is confidential and proprietary and shall remain the exclusive property of TriNet.

SECTION 2. Permitted Disclosures. Nothing in this RCA limits Employee’s ability to communicate directly with and provide information, including documents, not otherwise protected from disclosure by any applicable law or privilege, to the Securities and Exchange Commission (the “SEC”) or any other federal, provincial, state or local governmental agency or commission or self-regulatory organization regarding possible legal violations, without disclosure to TriNet. TriNet may not retaliate against Employee for any of these activities, and nothing in the RCA requires Employee to waive any monetary award or other payment to which Employee might become entitled from the SEC or any other government agency or self-regulatory organization as a result of such communication. Nothing contained in this Agreement restricts or limits Employee’s right to discuss or disclose information about unlawful acts in the workplace, at work-related events, or between TriNet employees or TriNet and Employee, such as harassment, discrimination, retaliation, sexual assault, a wage and hour violation, or any other conduct that Employee has reason to believe is unlawful or that is otherwise recognized as against a clear mandate of public policy, nor does this Agreement prohibit Employee from discussing Employee’s employment or reporting possible violations of law or regulation with the Equal Employment Opportunity Commission, United States Department of Labor, the Occupational Safety and Health Administration, the National Labor Relations Board, the Securities and Exchange Commission, or other federal government agency or state or local government agency. This Agreement does not prohibit Employee from discussing the terms and conditions of Employee’s employment with others to the extent expressly permitted by Section 7 of the National Labor Relations Act or to the extent that such disclosure is protected under the applicable provisions of law or regulation, including but not limited to “whistleblower” statutes or other similar provisions that protect such disclosure. Nor does this Agreement require Employee not to disclose or discuss conduct or the existence of a settlement involving conduct relating to a dispute: (1) involving a nonconsensual sexual act or sexual contact, as such terms are defined in section 2246 of title 18, United States Code, or similar applicable tribal or state law; or (2) relating to conduct that is alleged to constitute sexual harassment under applicable federal, tribal, or state law. Further, pursuant to the Defend Trade Secrets Act of 2016 or applicable law, Employee shall not have criminal or civil liability under any federal, provincial or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, provincial, state, or local government official, either directly or indirectly, or to an attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition and without limiting the preceding sentence, if Employee files a lawsuit for retaliation by TriNet for reporting a suspected violation of law, Employee may disclose the trade secret to Employee’s attorney and may use the trade secret information in the

court proceeding, if Employee (X) files any document containing the trade secret under seal and (Y) does not disclose the trade secret, except pursuant to court order.

3.2. Duties and Cooperation During Notice Period. During the Notice Period Employee’s manager may ask Employee to take steps to help transition responsibility for ongoing projects and/or other job duties. Employee agrees to perform these duties and tasks, as Employee’s manager in the manager’s sole discretion may direct, including without limitation any or all of the following: (i) organize files and notes of any projects for transition; (ii) meet with Employee’s managers or their designee to review files and other data to help ensure that TriNet personnel are aware of and understand any files, projects or other business related data; (iii) meet with Employee’s manager or the manager’s designee to review the status of any projects, work, clients or personnel for which Employee was assigned responsibility, in order to help ensure that business needs may be seamlessly transitioned to and serviced by other TriNet personnel; (iv) otherwise being available to TriNet, as requested by Employee’s managers, to provide reasonable assistance to effectuate an orderly transition of knowledge, files, projects, data, client service or personnel responsibilities, and any other job duties, prior to Employee’s last day of employment. The foregoing list is neither intended to be an exhaustive list of the transition-related tasks Employee may be required to perform, nor is it a promise that TriNet will have Employee engage in any or all of the listed tasks. There may be times during the Notice Period when TriNet is preparing for the transition in a way that does not involve Employee’s active engagement, and as such TriNet at its sole discretion may instruct Employee not to work or enter TriNet’s premises on some or all days of the Notice Period.

manager; (ii) not take, remove or transfer any TriNet data, records or information off the premises of any TriNet office or facility; (iii) access TriNet systems only with express permission of Employee’s manager (Employee understands that such accessibility may be terminated during the Notice Period); (iv) return to Employee’s TriNet manager, within one business day of tendering Employee’s notice of resignation, all files, data and information relating to TriNet clients or business which Employee may have had off premises during the course of Employee’s employment; (v) not use any social networking system or function to update any clients about Employee’s employment status with TriNet and/or any impending change of such status; and (vi) if Employee has had remote access to TriNet computer systems or if Employee has ever used a non-TriNet issued computer or electronic device for work, Employee will, upon TriNet’s request, make such personal computer(s) or other electronic devices available to TriNet and/or its computer forensic experts for imaging and searching to verify that all TriNet client data and any other non-public information has been removed. Employee understands and agrees that a core purpose of the Notice Period is to enable the orderly transition of knowledge, files, data and client responsibility to other TriNet employees, and accordingly Employee understands and agrees that TriNet is free to and may elect to engage in a variety of transition-related activities, including but not limited to notifying clients of Employee’s intent to leave TriNet, informing clients of the identity of other TriNet employees being assigned to service their accounts, introducing the clients to other TriNet personnel, and/or holding meetings with clients that may or may not include Employee, as Employee’s manager may elect. Employee agrees and understands that during the Notice Period, Employee owes TriNet an unmitigated duty of loyalty, and that Employee shall do nothing during the Notice Period that Employee intends or reasonably expects to further Employee’s personal interests or the interests of Employee’s new employer to the actual or potential detriment of TriNet.

minimum benefit or entitlement in excess of the payment or benefits provided pursuant to this paragraph, Employee will receive such greater minimum entitlement and nothing more.

SECTION 4. Non-Solicitation.

4.1. Customer Non-Solicitation. Employee will not, directly or indirectly, during employment with TriNet and for twelve (12) months following termination or separation of such employment, solicit or attempt to solicit any of TriNet’s customers or business or patronage of such customers, either for themselves or on behalf of any other person, partnership, corporation, or other entity for the purpose of (i) providing or selling services, goods or products that are the same as or similar to the kinds or types of services, goods or products being provided or sold by TriNet, or (ii) entering into or seeking to enter into any contract or other arrangement with any such entity for the performance or sale of services or goods and products of a nature being provided or sold by TriNet. Employee understands that Employee’s agreement “not to solicit” as set forth in this Section 4.1 means that Employee will not, directly or indirectly, initiate any contact or communication with any entity that, at the time, has a contractual relationship with TriNet for the purpose of soliciting, inviting, encouraging, recommending or requesting any such entity to do business with Employee and/or any other person or entity. This restriction is limited to (a) customers Employee serviced, solicited or interacted with at any time during the 24 months immediately preceding termination of employment with TriNet; (b) customers serviced or solicited by other TriNet employees whom Employee directly supervised during the 24 months immediately preceding termination of employment with TriNet; and (c) customers about whom Employee had access to Confidential Information during the 24 months immediately preceding termination of employment with TriNet.

employees with whom Employee worked in the same office at any time during the 24 months immediately preceding termination of employment with TriNet, and (c) employees with whom Employee otherwise had material contact at any time during the 24 months immediately preceding termination of employment with TriNet.

4.2.7. Oklahoma. Sub-section 4.2, above, does not apply if the state in which Employee last worked for TriNet was Oklahoma, in which case, during employment and for a

period of twelve (12) months following the end of Employee’s employment with TriNet, Employee shall not, directly or indirectly, actively or inactively, solicit any employees or independent contractors of TriNet to become employees or independent contractors of another person or business.

5.7. Oregon. If Employee last worked for TriNet in Oregon and entered the Restricted Stock Unit Award Agreement after the commencement of employment, then Employee hereby agrees that Employee’s acceptance of the Award identified in the Restricted Stock Unit Award Agreement, and Employee’s enjoyment of the financial opportunities flowing from such participation, provide Employee with a valuable investment opportunity which constitutes a bona fide advancement of the Employee by TriNet supporting Employee’s agreement to abide by the restrictions contained herein for purposes of compliance with Oregon law relating to non-competition agreements. Section 5, above, does not apply if Employee last worked for TriNet in Oregon and the total amount of Employee’s annual gross salary and commissions, calculated on an annual basis, at the time of Employee’s termination does not exceed $116,427, adjusted annually for inflation pursuant to the Consumer Price Index for All Urban Consumers, West Region (All Items), as published by the Bureau of Labor Statistics of the United States Department of Labor immediately preceding the calendar year of Employee’s termination.

and calculated as of the earlier of the date enforcement of the noncompetition covenant is sought or the date of separation from employment.

6.1. Colorado. If at the time of Employee’s termination of employment with TriNet, Employee had been primarily working for TriNet in Colorado or had been primarily residing in Colorado while working for TriNet, then the restrictions contained in Sections 4 and 5, above, shall apply and be enforceable only if at the time this Agreement is entered into and at the time it is enforced, Employee earns (a) as to Section 5, an amount of Annualized Cash Compensation equivalent to or greater than the threshold amount to qualify as a Highly Compensated Worker, as the terms Annualized Cash Compensation, Highly Compensated Worker, and Threshold Amount for Highly Compensated Workers are defined in Colorado Revised Statutes Section 8-2-113 or any equivalent Colorado statutory provision that may be in effect at the time of Employee’s termination of employment with TriNet, or (b) as to Section 4, 60% of the amount set forth immediately above in Sub-section 6.1(a). Employee hereby agrees and acknowledges that: (i) during the course of Employee’s employment with TriNet, Employee has had access to, gained knowledge of and/or contributed to the development of trade secret business information of TriNet; and (ii) the restrictions contained in Sections 1, 3, 4 and 5 are necessary to, and designed for, the protection of TriNet’s trade secrets by preventing such trade secrets from being disclosed to a competitor or used by a competitor in competition with TriNet.

and continuing harm and injury to TriNet for which there is no adequate remedy at law. Employee further agrees that in the event Employee breaches or threatens to breach the non-disclosure, non-solicitation, and/or non-competition covenants, in addition to any other rights, remedies or damages available to TriNet, TriNet shall be entitled to seek and obtain temporary, preliminary, and permanent injunctive relief to enforce the specific terms of these covenants. Employee further agrees and consents that in any action seeking temporary or preliminary injunctive relief to enforce any of the foregoing restrictions, TriNet and Employee shall be entitled to engage in expedited discovery in aid of proceedings seeking temporary and/or preliminary injunctive relief, including expedited document production, interrogatories, and depositions limited at the expedited stage to those topics that are relevant to temporary and/or preliminary injunctive relief.

9.1. California. If Employee primarily resides in or primarily works for TriNet in California, notwithstanding anything contained in Section 9 of this RCA, this RCA shall be

governed, construed, and enforced in accordance with California law, and the state and/or federal courts of California shall be the sole and exclusive jurisdiction and venue for resolution of any disputes arising under this Agreement.

***

TRINET GROUP, INC. RESTRICTED STOCK UNIT GRANT NOTICE (AMENDED AND RESTATED 2019 EQUITY INCENTIVE PLAN;

PERFORMANCE AWARD)

TriNet Group, Inc. (the “Company”), pursuant to its Amended and Restated 2019 Equity Incentive Plan (the “Plan”), hereby awards to Participant a performance-based Restricted Stock Unit Award in respect of the target and maximum number of restricted stock units (“RSUs”) for the number of shares of the Company’s Common Stock (“Shares”) set forth below (the “Award”). The Award is subject to all of the terms and conditions as set forth herein, including the vesting criteria set forth on ATTACHMENT I hereto (the “Vesting Criteria”), and in the Plan, the Restricted Stock Unit Award Agreement and the Restrictive Covenant Agreement, all of which are attached hereto and incorporated herein in their entirety. Capitalized terms not otherwise defined herein will have the meanings set forth in the Plan or the Restricted Stock Unit Award Agreement. In the event of any conflict between the terms in the Award and the Plan, the terms of the Plan will control.


Participant:
Award Number:
Date of Grant:
Target Award:
Maximum Award:			200% of Target Award
Performance Period:			See ATTACHMENT I

Vesting Criteria: The Award will be eligible for vesting, contingent upon attainment of both the performance and service conditions specified on the attached ATTACHMENT I.

Issuance Schedule: The shares will be issued (to the extent any portion of the Award is earned and becomes vested in accordance with the Vesting Criteria) in accordance with the issuance schedule set forth in Section 6 of the Restricted Stock Unit Award Agreement.

Additional Terms/Acknowledgements: Participant acknowledges receipt of, and understands and agrees to, this Restricted Stock Unit Grant Notice, the Restricted Stock Unit Award Agreement (including any addenda attached thereto), the Restrictive Covenant Agreement and the Plan. Participant further acknowledges that as of the Date of Grant, this Restricted Stock Unit Grant Notice, the Restricted Stock Unit Award Agreement, the Restrictive Covenant Agreement and the Plan set forth the entire understanding between Participant and the Company regarding this Award and supersede all prior oral and written agreements, promises and/or representations on that subject with the exception of (i) equity awards previously granted and delivered to Participant, (ii) any compensation recovery policy that is adopted by the Company or is otherwise required by applicable law or listing standards applicable to the Company, and (iii) any written employment or severance arrangement that would provide for vesting acceleration of the Award upon the terms and conditions set forth therein.

By accepting the Award, Participant acknowledges having received and read the Restricted Stock Unit Grant Notice, the Restricted Stock Unit Award Agreement, the Restrictive Covenant Agreement, applicable prospectus, and the Plan and agrees to all of the terms and conditions set

forth in these documents. Furthermore, by accepting the Award, Participant consents to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

ATTACHMENT I

VESTING CRITERIA

Performance Period

January 1, 2025 – December 31, 2025

Performance Criteria

The “Performance Criteria” for determining the Actual Award shall be based on the Company’s results in the following areas for the Performance Period as shown in the table below:

•50% shall be based on the Company’s Professional Service Revenue, as reported in the Company’s audited financial statements (“Professional Service Revenue”).

•50% shall be based on GAAP Earnings Per Share, as reported in the Company’s audited financial statements (“GAAP EPS”).

However, the forgoing will exclude any unanticipated Merger and/or Acquisition activity after the Performance Criteria are established by the Company.


	Professional Service Revenue ($M)	GAAP EPS $
Max	$784	$3.65
Target	$713	$2.90
Threshold	$642	$2.15

The “Performance Multiplier” shall be determined as follows for each of the Performance Criteria, and then determining a total Performance Multiplier based on the weighting of the Performance Criteria set forth above:


	Achievement Level
	Below Threshold	Threshold	Target	Maximum
Performance Multiplier (as a percentage of target)	0%	50%	100%	200%

If the GAAP EPS achievement level falls below threshold, then the Maximum Award shall be capped at the target achievement level for the Professional Service Revenue.

The Performance Multiplier for any Achievement Level which falls between any of the amounts set forth in the table above shall be determined by linear interpolation. For the avoidance of doubt, nothing greater than the Maximum Award can be earned under the Award.

Notwithstanding anything else, the total weighted Performance Multiplier may not exceed 125% of target unless there is at least 50% attainment of the corporate MBOs approved by the Compensation and Human Capital Management Committee of the Board of Directors of TriNet Group, Inc. (the “Committee”) for the Performance Period.

Certain Definitions

•“Actual Award” means the actual number of RSUs under the Award that are determined to be earned for the Performance Period, determined in accordance with, and subject further to the vesting requirements of, the rules under the heading “Determination of Actual Award” below.

•“Determination Date” means the date on which the Committee certifies in writing the Performance Multiplier and determines the Actual Award for the Performance Period which shall in no event be later than the March 15 following the end of the Performance Period.

•“Performance Period” means January 1, 2025 through December 31, 2025.

Determination and Vesting of Actual Award

The Committee shall determine the Actual Award based on the Performance Criteria set forth above for the Performance Period, which shall result in the Participant earning an Actual Award reflecting a number of RSUs equal to the total Performance Multiplier times the Target Award. The Committee’s determination of the Actual Award shall be subject to its right to exercise negative discretion.

The Actual Award will vest as follows: 50% on December 31, 2026, and 50% on December 31, 2027, subject to Participant’s Continued Service through each such date (the “Vesting Schedule”).

For the avoidance of doubt, no amounts in excess of the Actual Award shall be eligible for vesting hereunder.

Example: Assume that (i) Participant is granted a Target Award of 30,000 RSUs, and (ii) the Professional Service Revenue for the Performance Period is met at 100% of target, while the GAAP EPS exceeds the Maximum level. This means that the total Performance Multiplier is (50% times 100%) + (50% times 200%), or a total 150% Performance Multiplier. The Participant would earn (30,000 x 150%) or 45,000 RSUs as the Actual Award, which will be eligible for vesting subject to Participant’s Continued Service through the Vesting Schedule. However, if (iii) the corporate MBOs are achieved at less than 50% of target, the total weighted Performance Multiplier would be capped at 125%, so that the Participant would earn (30,000 x 125%) or 37,500 RSUs as the Actual Award, which will be eligible for vesting subject to Participant’s Continued Service through the Vesting Schedule. Any amounts in excess of the Actual Award would be forfeited immediately.

Treatment on Change in Control

In the event of a Change in Control (as defined in the TriNet Group, Inc. Amended and Restated Executive Severance Benefit Plan or any amendment, restatement or successor to such plan and any similar plan or agreement then in effect and applicable to Participant (a “Change in Control Plan”)) prior to the Determination Date, the Committee will provide, effective upon such Change in Control, that the Actual Award shall be either (i) the Target Award or (ii) to the

extent the Performance Criteria are capable of measurement at such time, the Committee may determine actual performance for either the originally scheduled Performance Period or for a shortened Performance Period, as determined by the Committee in its sole discretion. Such Actual Award shall remain subject to the Vesting Schedule; provided that, in the event of a Change in Control Termination (as defined in the applicable Change in Control Plan) within the applicable Change in Control Period (as defined in the applicable Change in Control Plan), the Actual Award shall be eligible for accelerated vesting in connection with or following such Change in Control to the same extent as provided for any time-based equity award under the applicable Change in Control Plan.

TRINET GROUP, INC. AMENDED AND RESTATED 2019 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

1.Issuance of Shares. Each RSU shall represent the right to receive one Share upon the vesting of such RSU, as determined in accordance with and subject to the terms of this Agreement, the Plan and the Notice. The number of RSUs is set forth in the Notice.

2. Vesting Dates. Subject to Sections 3 and 4, the Award shall vest on the dates set forth in the Notice.

Notwithstanding the foregoing, on a Termination of Service in the event of death or Disability, the Award shall vest (i) if following the Determination Date, based on the Committee’s determination of an Actual Award, and (ii) if prior to the Determination Date, based on a deemed determination of a Target Award, and, in each case, prorated based on a ratio the numerator of which is the number of days in the Performance Period prior to the date of the Participant’s Termination of Service and the denominator of which is the total days in the

Performance Period, and be distributed as soon as practicable but in no event later than 60 days following the Participant’s Termination of Service. For this purpose, Disability or Disabled shall mean that the Participant meets the initial eligibility requirements for receiving benefits under the Employer’s long term disability plan. In the event, the Participant is not eligible for or elects not to enroll in the Employer’s long term disability plan, the Participant is deemed Disabled by the Company if the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. An individual shall not be considered Disabled unless the individual furnishes proof of the existence thereof in such form and manner, and at such times, as the Company may require. Further, the Company may retain a physician or other third party to assist in determining whether a Participant is Disabled.

4. Change in Control. In the event of a Change in Control, the RSUs will be treated in accordance with Section 12(b) of the Plan.

6. Transfer of RSUs.

(b) Death. The Award may be transferable by will or pursuant to the laws of descent and distribution. In addition, upon receiving written permission from the Board or its duly authorized designee, the Participant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company and any broker designated by the Company to effect transactions under the Plan, designate a third party who, in the event of the Participant’s death, will thereafter be entitled to receive any distribution Shares or other consideration to which the Participant was entitled at the time of the Participant’s death pursuant to this Agreement. In the absence of such a designation, the Participant’s executor or administrator of the Participant’s estate will be entitled to receive, on behalf of the Participant’s estate, such Shares or other consideration.

8. Dividend Equivalents. Except as provided in the Notice, if a cash dividend is declared on Shares during the period commencing on the Grant Date and ending on the date on which the Shares underlying the RSUs are distributed to the Participant pursuant to this Agreement, the Committee shall determine, in its sole discretion, whether the Participant will be eligible to receive an amount in cash (a “Dividend Equivalent”) equal to the dividend that the Participant would have received had the Shares underlying the RSUs been held by the Participant as of the time at which such dividend was declared. If applicable, each Dividend Equivalent will be paid to the Participant in cash as soon as reasonably practicable (and in no event later than 30 days) after the applicable Vesting Date of the corresponding RSUs. For clarity, no Dividend Equivalent will be paid with respect to any RSUs that are forfeited.

9. Distribution of Shares.

10. Responsibility for Taxes.

withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including, but not limited to, the grant, vesting or settlement of the Award, the subsequent sale of Shares acquired upon settlement of the Award and the receipt of any dividends and/or Dividend Equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(c) The Participant acknowledges and agrees that, absent an affirmative election otherwise, such Tax-Related Items shall be satisfied through “net settlement” as set forth in Section 10(b)(iv).

(e) The Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result

of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

If to the Company:

TriNet Group, Inc.

One Park Place

Suite 600

Dublin, CA 94568

Attention: Chief Legal Officer

If to the Participant, to the address of the Participant on file with the Company.

15. No Right to Continued Service. The grant of the Award shall not be construed as giving the Participant the right to be retained in the employ of, or to continue to provide services to, the Company or any Affiliate (including the Employer). Nothing in the Plan or in this Agreement shall interfere with or limit in any way the right of the Company or a Subsidiary or Affiliate thereof to terminate the Participant’s service at any time, subject to applicable laws.

17. Restrictive Legends. The shares issued under the Award will be endorsed with appropriate legends as determined by the Company.

19. Severability. If any provision of this Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction, or would disqualify the Plan or this Agreement under any law deemed applicable by the Board, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Board, materially altering the intent of this Agreement, such provision shall be stricken as to such jurisdiction, and the remainder of this Agreement shall remain in full force and effect.

20. Amendment; Waiver. No amendment or modification of any provision of this Agreement that has a material adverse effect on the Participant shall be effective unless signed in writing by

or on behalf of the Company and the Participant; provided that the Company may amend or modify this Agreement without the Participant’s consent in accordance with the provisions of the Plan or as otherwise set forth in this Agreement. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition, whether of like or different nature. Any amendment or modification of or to any provision of this Agreement, or any waiver of any provision of this Agreement, shall be effective only in the specific instance and for the specific purpose for which such amendment, modification or waiver is made or given.

21. Assignment. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by the Participant.

26. Imposition of other Requirements and Participant Undertaking. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the Award and on any Shares to be issued upon settlement of the Award, or take any other action, to the extent the Company determines it is necessary or advisable for legal or administrative reasons. The Participant agrees to take whatever additional action and execute whatever additional documents the Company may deem necessary or advisable to accomplish the foregoing or to carry out or give effect to any of the obligations or restrictions imposed on either the Participant or the RSU pursuant to this Agreement. Furthermore, the Participant acknowledges that the applicable laws of the country in which the Participant is residing or working at the time of grant, vesting and settlement of the RSUs or the ownership or sale of Shares received pursuant to the RSUs (including any rules or regulations governing securities, foreign exchange, tax, labor, or other matters) may subject the Participant to additional procedural or regulatory requirements that the Participant is and will be solely responsible for and must fulfill. Such requirements may be outlined in but are not limited to the Country-Specific Addendum (the “Addendum”) attached hereto, which forms part of this Agreement. Notwithstanding any provision herein, the Participant’s participation in the Plan shall be subject to any applicable special terms and conditions or disclosures as set forth in the Addendum. The Participant also understands and agrees that if the Participant works, resides, moves to, or otherwise is or becomes subject to applicable laws or company policies of another jurisdiction at any time, certain country-specific notices, disclaimers and/or terms and conditions may apply to the Participant as from the date of grant, unless otherwise determined by the Company in its sole discretion.

The Participant understands that the Company and any Subsidiary, Affiliate or designated third parties may hold personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company or any Subsidiary or Affiliate, details of all RSUs or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor (“Personal Data”). The Participant understands that Personal Data may be transferred to any Subsidiary, Affiliate or third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the United States, the Participant’s country (if different than the United States), or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Participant’s

country. In particular, the Company may transfer Personal Data to the broker or stock plan administrator assisting with the Plan, to its legal counsel and tax/accounting advisor, and to the affiliate or entity that is the Participant’s employer and its payroll provider.

Country-Specific Addendum

This Addendum includes additional country-specific notices, disclaimers, and/or terms and conditions that apply to individuals who work or reside in the countries listed below and that may be material to the Participant’s participation in the Plan. Such notices, disclaimers, and/or terms and conditions may also apply, as from the date of grant, if the Participant moves to or otherwise is or becomes subject to the applicable laws or Company policies of the country listed. However, because foreign exchange regulations and other local laws are subject to frequent change, the Participant is advised to seek advice from his or her own personal legal and tax advisor prior to accepting an RSU or holding or selling Shares acquired under the Plan. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s acceptance of the RSUs or participation in the Plan. Unless otherwise noted below, capitalized terms shall have the same meaning assigned to them under the Plan and the Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement. This Addendum forms part of the Restricted Stock Unit Award Agreement and should be read in conjunction with the Restricted Stock Unit Award Agreement and the Plan.

Securities Law Notice: Unless otherwise noted, neither the Company nor the Shares are registered with any local stock exchange or under the control of any local securities regulator outside the United States. The Restricted Stock Unit Award Agreement (of which this Addendum is a part), the Plan, and any other communications or materials that you may receive regarding participation in the Plan do not constitute advertising or an offering of securities outside the United States, and the issuance of securities described in any Plan-related documents is not intended for public offering or circulation in the Participant’s jurisdiction.



Canada			Securities Law Notice. The security represented by the RSUs was issued pursuant to an exemption from the prospectus requirements of applicable securities legislation in Canada. The Participant acknowledges that, as long as the Company is not a reporting issuer in any jurisdiction in Canada, the RSUs and the underlying Shares will be subject to an indefinite hold period in Canada and subject to restrictions on their transfer in Canada. Subject to the terms and conditions of the Agreement and applicable securities laws, the Participant is permitted to sell Shares acquired through the designated broker appointed under the Plan, assuming the sale of such Shares takes place outside Canad Settlement in Shares Only. Notwithstanding any discretion in the Plan to the contrary, settlement of the RSUs shall only be made in Shares issued by the Company from treasury and not, in whole or in part, in the form of cash (other than as explicitly consented to by you in Section 10 of the Agreement for tax withholding and payment purposes) or other consideration. Employee Tax Treatment. For Canadian federal income tax purposes, the RSUs are intended to be treated as an agreement by the Company to sell or issue Shares to the employee and, as such, is intended to be subject to the rules in section 7 of the Income Tax Act (Canada). Under those rules, the employee will be considered to have received an employment benefit at the time of settlement of the vested RSUs equal to the full value of the Shares received, which amount will be taxed as employment income and will be subject to withholding at source Foreign Ownership Reporting. If the Participant is a Canadian resident, his or her ownership of certain foreign property (including shares of foreign corporations) in excess of $100,000 may be subject to ongoing annual reporting obligations. The Participant should please refer to CRA Form T1135 (Foreign Income Verification Statement) and consult their tax advisor for further details Quebec: Consent to Receive Information in English. The following applies if the Participant is a resident of Quebec: The parties acknowledge that it is their express wish that this Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English. Les parties reconnaissent avoir exigé la redaction en anglais de cette convention, ainsi que de tous documents exécutés, avis donnés et procedures judiciaries intentées, directement ou indirectement, relativement à la présente convention.


India			Exchange Control Information. The Participant understands that he or she must repatriate to India and convert to local currency any proceeds from the sale of Shares acquired under the Plan within 90 days of receipt and any dividends received in relation to the Shares within 60 days of receipt. The Participant will receive a foreign inward remittance certificate (“FIRC”) from the bank where the Participant deposits the foreign currency. The Participant should maintain the FIRC as evidence of the repatriation of funds in case the Reserve Bank of India, the Company, or any Subsidiary or Affiliate requests proof of repatriati Share Valuation. The amount of the Award subject to tax, including for reporting and withholding, will partially depend upon a valuation that the Company will obtain from a Category I Merchant Banker in India. The Company has no responsibility or obligation to obtain the most favorable valuation possible nor obtain valuations more frequently than required under Indian tax law

APPENDIX A

RESTRICTIVE COVENANT AGREEMENT

SECTION 1. Confidential Information.

court proceeding, if Employee (X) files any document containing the trade secret under seal and (Y) does not disclose the trade secret, except pursuant to court order.

minimum benefit or entitlement in excess of the payment or benefits provided pursuant to this paragraph, Employee will receive such greater minimum entitlement and nothing more.

SECTION 4. Non-Solicitation.

4.2.7. Oklahoma. Sub-section 4.2, above, does not apply if the state in which Employee last worked for TriNet was Oklahoma, in which case, during employment and for a

and calculated as of the earlier of the date enforcement of the noncompetition covenant is sought or the date of separation from employment.

9.1. California. If Employee primarily resides in or primarily works for TriNet in California, notwithstanding anything contained in Section 9 of this RCA, this RCA shall be

***

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael Q. Simonds, certify that:

1.I have reviewed this quarterly report on Form 10-Q of TriNet Group, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: April 25, 2025


/s/ Michael Q. Simonds
Michael Q. Simonds
President and Chief Executive Officer

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Kelly Tuminelli, certify that:

1.I have reviewed this quarterly report on Form 10-Q of TriNet Group, Inc.;

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: April 25, 2025


/s/ Kelly Tuminelli
Kelly Tuminelli

Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of TriNet Group, Inc., a Delaware corporation (the “Company”), on Form 10-Q for the period ending March 31, 2025 as filed with the U.S. Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company does hereby certify, pursuant to 18 U.S.C. § 1350 (section 906 of the Sarbanes-Oxley Act of 2002), that:

(1)The Report containing the financial statements fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

The foregoing certification (i) is given to such officers’ knowledge, based upon such officers’ investigation as such officers reasonably deem appropriate; and (ii) is being furnished solely pursuant to 18 U.S.C. § 1350 (section 906 of the Sarbanes-Oxley Act of 2002) and is not being filed as part of the Report or as a separate disclosure document and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Report), irrespective of any general incorporation language contained in such filing.


Date: April 25, 2025			/s/ Michael Q. Simonds
			Michael Q. Simonds
			Chief Executive Officer


Date: April 25, 2025			/s/ Kelly Tuminelli
			Kelly Tuminelli

			Chief Financial Officer

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2025	Apr. 18, 2025
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2025
Document Transition Report	false
Entity File Number	001-36373
Entity Registrant Name	TRINET GROUP, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	95-3359658
Entity Address, Address Line One	One Park Place,
Entity Address, Address Line Two	Suite 600
Entity Address, City or Town	Dublin,
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94568
City Area Code	510
Local Phone Number	352-5000
Title of 12(b) Security	Common stock par value $0.000025 per share
Trading Symbol	TNET
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		48,399,165
Entity Central Index Key	0000937098
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	Q1
Amendment Flag	false

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Unaudited) - USD ($) shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Interest income	$ 18	$ 18
Total revenues	1,292	1,282
Insurance costs	942	907
Cost of providing services	71	79
Sales and marketing	67	72
General and administrative	46	48
Systems development and programming	20	18
Depreciation and amortization of intangible assets	17	18
Interest expense, bank fees and other	(14)	(16)
Total costs and operating expenses	1,177	1,158
Income before tax	115	124
Income taxes	30	33
Net income	85	91
Other comprehensive income (loss), net of income taxes	2	(3)
Comprehensive income	$ 87	$ 88
Net income per share:
Basic (in dollars per share)	$ 1.72	$ 1.80
Diluted (in dollars per share)	$ 1.71	$ 1.78
Weighted average shares:
Basic (in shares)	49	51
Diluted (in shares)	49	51
Professional service revenues
Service revenues	$ 209	$ 214
Insurance service revenues
Service revenues	$ 1,065	$ 1,050

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Millions	Mar. 31, 2025	Dec. 31, 2024
Current assets:
Cash and cash equivalents	$ 349	$ 360
Restricted cash, cash equivalents and investments	1,024	1,413
Accounts receivable, net	21	32
Payroll funds receivable	478	349
Prepaid expenses, net	60	64
Other payroll assets	881	916
Other current assets	44	46
Total current assets	2,857	3,180
Restricted cash, cash equivalents and investments, noncurrent	134	145
Property and equipment, net	9	10
Operating lease right-of-use asset	22	24
Goodwill	461	461
Software and other intangible assets, net	146	156
Other assets	146	143
Total assets	3,775	4,119
Current liabilities:
Accounts payable and other current liabilities	82	89
Revolving credit agreement borrowings	74	75
Client deposits and other client liabilities	49	76
Accrued wages	544	580
Accrued health insurance costs, net	189	189
Accrued workers' compensation costs, net	45	44
Payroll tax liabilities and other payroll withholdings	1,645	1,906
Operating lease liabilities	12	13
Insurance premiums and other payables	6	9
Total current liabilities	2,646	2,981
Long-term debt, noncurrent	909	908
Accrued workers' compensation costs, noncurrent, net	111	110
Deferred taxes	10	11
Operating lease liabilities, noncurrent	24	26
Other non-current liabilities	12	14
Total liabilities	3,712	4,050
Commitments and contingencies
Stockholders' equity:
Preferred stock	0	0
Common stock and additional paid-in capital	1,070	1,056
Accumulated deficit	(1,006)	(984)
Accumulated other comprehensive loss	(1)	(3)
Total stockholders' equity	63	69
Total liabilities & stockholders' equity	$ 3,775	$ 4,119

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2025	Dec. 31, 2024
Preferred stock
Preferred stock, par value (in dollars per share)	$ 0.000025	$ 0.000025
Preferred stock, shares authorized (in shares)	20,000,000	20,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock and additional paid-in capital
Common stock, par value (in dollars per share)	$ 0.000025	$ 0.000025
Common stock, shares authorized (in shares)	750,000,000	750,000,000
Common stock, shares issued (in shares)	48,397,519	49,527,506
Common stock, shares outstanding (in shares)	48,397,519	49,527,506

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Millions	Total	Common Stock and Additional Paid-In Capital	Retained Earnings (Accumulated Deficit)	Accumulated Other Comprehensive Income
Beginning balance at Dec. 31, 2023	$ 78	$ 976	$ (896)	$ (2)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock based compensation expense		20
Net income	91		91
Common stock dividends			(13)
Repurchase of common stock			(23)
Awards effectively repurchased for required employee withholding taxes			(7)
Other comprehensive income (loss)	(3)			(3)
Ending balance at Mar. 31, 2024	143	996	(848)	(5)
Beginning balance at Dec. 31, 2024	69	1,056	(984)	(3)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock based compensation expense		14
Net income	85		85
Common stock dividends			(13)
Repurchase of common stock			(90)
Awards effectively repurchased for required employee withholding taxes			(4)
Other comprehensive income (loss)	2			2
Ending balance at Mar. 31, 2025	$ 63	$ 1,070	$ (1,006)	$ (1)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Operating activities
Net income	$ 85	$ 91
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization of intangible assets	17	18
Amortization of deferred costs	12	11
Amortization of ROU asset, lease modification, impairment, and abandonment	2	2
Deferred income taxes	(1)	0
Stock based compensation	13	20
Losses on investments	1	0
Loss from disposition of assets	1	0
Other	1	1
Changes in operating assets and liabilities:
Accounts receivable, net	1	(1)
Prepaid expenses, net	7	(14)
Other assets	(6)	(21)
Other payroll assets	0	3
Accounts payable and other liabilities	(11)	24
Client deposits and other client liabilities	0	(4)
Accrued wages	(17)	(28)
Accrued health insurance costs, net	1	0
Accrued workers' compensation costs, net	2	0
Payroll taxes liabilities and other payroll withholdings	(10)	(7)
Operating lease liabilities	(3)	(4)
Net cash provided by operating activities	95	91
Investing activities
Purchases of marketable securities	(27)	(95)
Proceeds from sale and maturity of marketable securities	34	66
Acquisitions of property and equipment and software	(16)	(18)
Proceeds from sale of business	1	0
Net cash used in investing activities	(8)	(47)
Financing activities
Change in WSE and TriNet Trust related assets and liabilities, net	(388)	(213)
Repurchase of common stock	(90)	(23)
Awards effectively repurchased for required employee withholding taxes	(4)	(7)
Dividends paid	(12)	0
Net cash used in financing activities	(494)	(243)
Net change in cash and cash equivalents, unrestricted and restricted	(407)	(199)
Cash and cash equivalents, unrestricted and restricted:
Beginning of period	1,691	1,466
End of period	1,284	1,267
Supplemental disclosures of cash flow information
Interest paid	25	26
Income taxes paid, net	0	7
Supplemental schedule of noncash investing and financing activities
Cash dividend declared, but not yet paid	13	13
Payable for purchase of property and equipment	1	3
Receivable from sale of business	$ 6	$ 0

DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Description of Business

•compensation through wages and salaries,

•certain employer payroll-related tax payments,

•employee payroll-related tax withholdings and payments,

•employee benefit programs, including health and life insurance, and

•workers' compensation coverage.

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

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

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.


	March 31, 2025
(in millions)	TriNet Trust
ASSETS
Current assets:
Cash and cash equivalents	$	2

Restricted cash, cash equivalents and investments	101





Total current assets	103
Total assets	$	103
LIABILITIES
Current liabilities:
Accounts payable and other current liabilities	$	1



Accrued wages	15


Payroll tax liabilities and other payroll withholdings	87


Total current liabilities	103
Total liabilities	$	103

Reclassifications

Income Statement

Statement of Cash Flows


	Three Months Ended March 31, 2024
(in millions)	As previously reported	Reclassified amounts	As revised
Operating activities
Changes in operating assets and liabilities:
Accounts receivable, net	6	(7)	(1)
Payroll funds receivable	(20)	20	—
Prepaid expenses, net	(12)	(2)	(14)
Other payroll assets	(410)	413	3
Accounts payable and other liabilities	20	4	24
Client deposits and other client liabilities	(14)	10	(4)
Accrued wages	23	(51)	(28)
Accrued health insurance costs, net	(7)	7	—
Accrued workers' compensation costs, net	1	(1)	—
Payroll taxes payable and other payroll withholdings	173	(180)	(7)


Net cash used in operating activities	(240)	213	(27)
Financing activities
Change in WSE and TriNet Trust related assets and liabilities, net	—	(213)	(213)
Net cash used in financing activities	—	(213)	(213)

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.

Accrued Health Insurance Costs

Recent Accounting Pronouncements

Recently issued accounting guidance

Disaggregation of Income Statement Expenses

Income Taxes

CASH, CASH EQUIVALENTS AND INVESTMENTS - UNRESTRICTED AND RESTRICTED

3 Months Ended

Mar. 31, 2025

Cash and Cash Equivalents [Abstract]

CASH, CASH EQUIVALENTS AND INVESTMENTS - UNRESTRICTED AND RESTRICTED

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.

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


	March 31, 2025						December 31, 2024
(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	$	349	$	—	$	349		$	360	$	—	$	360

Restricted cash, cash equivalents and investments:
Payroll funds collected	726		—		726			1,131				1,131
Collateral for health benefits claims	33		113		146			34		110		144
Collateral for workers' compensation claims	50		—		50			49		—		49
Trust for our HRIS Users	101		—		101			87		—		87
Other security deposits	1		—		1			2		—		2
Total restricted cash, cash equivalents and investments	911		113		1,024			1,303		110		1,413

Restricted cash, cash equivalents and investments, noncurrent
Collateral for workers' compensation claims	24		110		134			28		117		145

Total	$	1,284	$	223	$	1,507		$	1,691	$	227	$	1,918

INVESTMENTS

3 Months Ended

Mar. 31, 2025

Investments, Debt and Equity Securities [Abstract]

INVESTMENTS


(in millions)	Fair Value Level	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Cash and Cash Equivalents		Investments		Restricted Cash, Cash Equivalents and Investments
March 31, 2025
Cash equivalents:
Money market mutual funds	Level 1	$	226	$	—	$	—	$	226	$	116	$	—	$	110

Total cash equivalents		226		—		—		226		116		—		110
AFS Investments:

Corporate bonds	Level 2	34		—		—		34		—		—		34
Agency securities	Level 2	13		—		—		13		—		—		13
U.S. treasuries	Level 2	175		1		—		176		—		—		176


Total AFS Investments		$	222	$	1	$	—	$	223	$	—	$	—	$	223


(in millions)	Fair Value Level	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Cash and Cash Equivalents		Investments		Restricted Cash, Cash Equivalents and Investments
December 31, 2024
Cash equivalents:
Money market mutual funds	Level 1	$	570	$	—	$	—	$	570	$	257	$	—	$	313
U.S. treasuries	Level 2	1		—		—		1		—		—		1
Total cash equivalents		571		—		—		571		257		—		314
AFS Investments:

Corporate bonds	Level 2	35				—		35		—				35
Agency securities	Level 2	18		—		(1)		17		—				17
U.S. treasuries	Level 2	176				(2)		174		—				174
Certificate of deposit	Level 2	1		—		—		1		—		—		1

Total AFS Investments		$	230	$	—	$	(3)	$	227	$	—	$	—	$	227

Fair Value of Financial Instruments

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

Sales and Maturities

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


(in millions)	March 31, 2025
One year or less	$	17
Over one year through five years	199
Over five years through ten years	5
Over ten years	2
Total fair value	$	223


	Three Months Ended March 31,
(in millions)	2025		2024

Gross realized losses	(1)		—
Gross proceeds from sales	$	31	$	39
Gross proceeds from maturities	3		27

Fair Value of Long-Term Debt

ACCRUED WORKERS' COMPENSATION COSTS

3 Months Ended

Mar. 31, 2025

Insurance [Abstract]

ACCRUED WORKERS' COMPENSATION COSTS

The following table summarizes the accrued workers’ compensation cost activity for the three months ended March 31, 2025 and 2024:


	Three Months Ended March 31,
(in millions)	2025		2024
Total accrued costs, beginning of period	$	158	$	175
Incurred
Current year	14		16
Prior years	(1)		(4)
Total incurred	13		12
Paid
Current year	—		(1)
Prior years	(11)		(11)
Total paid	(11)		(12)
Total accrued costs, end of period	$	160	$	175

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


(in millions)	March 31, 2025		December 31, 2024
Total accrued costs, end of period	$	160	$	158
Collateral paid to carriers and offset against accrued costs	(4)		(4)
Total accrued costs, net of carrier collateral offset	$	156	$	154

Payable in less than 1 year (net of collateral paid to carriers of $1 at March 31, 2025 and December 31, 2024)	$	45	$	44
Payable in more than 1 year (net of collateral paid to carriers of $3 at March 31, 2025 and December 31, 2024)	111		110
Total accrued costs, net of carrier collateral offset	$	156	$	154

COMMITMENTS AND CONTINGENCIES	3 Months Ended
COMMITMENTS AND CONTINGENCIES	Mar. 31, 2025
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES Contingencies We are and, from time to time, have been and may in the future become involved in various litigation matters, legal proceedings, regulatory investigations and claims arising in the ordinary course of our business, including disputes with our clients or various class action, collective action, representative action, and other proceedings arising from the nature of our co-employment relationship with our clients and WSEs in which we are named as a defendant. In addition, due to the nature of our co-employment relationship with our clients and WSEs, we could be subject to liability for federal and state law violations, even if we do not participate in such violations. While our agreements with our clients contain indemnification provisions related to the conduct of our clients, we may not be able to avail ourselves of such provisions in every instance. We have accrued our current best estimates of probable losses with respect to these matters, which are individually and in aggregate immaterial to our condensed consolidated financial statements. While the outcome of the matters described above cannot be predicted with certainty, management currently does not believe that any such claims or proceedings will have a materially adverse effect on our condensed consolidated financial 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.

STOCK BASED COMPENSATION

3 Months Ended

Mar. 31, 2025

Share-Based Payment Arrangement [Abstract]

STOCK BASED COMPENSATION

Restricted Stock Units (RSUs)

The following tables summarize RSU activity for the three months ended March 31, 2025:

Time-based RSUs



	Total Number of Shares	Weighted-Average Grant Date Fair Value
Nonvested at December 31, 2024	1,100,001	$	97.21
Granted	696,745	76.73
Vested	(127,243)	90.59
Forfeited	(97,243)	65.83
Nonvested at March 31, 2025	1,572,260	$	89.48

Performance-based RSUs


	Total Number of Shares	Weighted-Average Grant Date Fair Value
Nonvested at December 31, 2024	179,907	$	106.50
Granted	74,840	76.69


Forfeited	(22,728)	124.31
Nonvested at March 31, 2025	232,019	$	83.37

Stock Options

The following table summarizes stock option activity for the three months ended March 31, 2025:


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in millions)
Balance at December 31, 2024	—	$	—	—	$	—
Granted	270,144	76.69		9.98	1




Balance at March 31, 2025	270,144	$	76.69	9.98	$	1


	Stock Option Assumptions
	Expected Term (in Years)	Expected Volatility		Risk-Free Interest Rate		Expected Dividend Yield
March 31, 2025	6.5	42.3	%	4.09	%	1.43	%


Additional Disclosures for Stock Options (in millions)	March 31, 2025
Weighted-average grant date fair value of stock options	$	31.65
Total fair value of options granted	$	9

STOCKHOLDERS' EQUITY

3 Months Ended

Mar. 31, 2025

Equity [Abstract]

STOCKHOLDERS' EQUITY

STOCKHOLDERS’ EQUITY

Common Stock

The following table shows the beginning and ending balances of our issued and outstanding common stock for the three months ended March 31, 2025 and 2024:


	Three Months Ended March 31,
	2025	2024
Shares issued and outstanding, beginning balance	49,527,506	50,664,471
Issuance of common stock from vested restricted stock units	127,243	160,118
Issuance of common stock from exercise of stock options	—	5,708


Repurchase of common stock	(1,210,403)	(197,872)
Awards effectively repurchased for required employee withholding taxes	(46,827)	(59,249)
Shares issued and outstanding, ending balance	48,397,519	50,573,176

Stock Repurchases

As of March 31, 2025, there was $162 million remaining in the total authorization of $2,715 million of our ongoing stock repurchase program.

Dividends

We paid a common stock dividend of $0.25 per share in January 2025. We also declared common stock dividends of $0.275 per share to be paid in the second quarter of 2025.

INCOME TAXES	3 Months Ended
INCOME TAXES	Mar. 31, 2025
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES Our ETR was 26% and 27% for the first quarter of 2025 and 2024, respectively. The decrease in the rate was primarily attributable to an increase in tax benefits related to excludable income for state tax purposes and a decrease in the state tax rate, offset by a decrease in tax benefits for stock-based compensation. We have capital loss carryforwards of $3 million. As a result of the sale of Clarus this quarter, we generated approximately $9 million of capital loss carryforwards totaling $12 million which will begin to expire in 2027. We have recorded an increase in the valuation allowance of $9 million this quarter to reflect the estimated amount of deferred tax assets that may not be realized related to these capital loss carryforwards. We are subject to tax in U.S. federal and various state and local jurisdictions, as well as Canada and India. We are open to federal and significant state income tax examinations for tax years 2019 and subsequent years.

EARNINGS PER SHARE

3 Months Ended

Mar. 31, 2025

Earnings Per Share [Abstract]

EARNINGS PER SHARE

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


	Three Months Ended March 31,
(in millions, except per share data)	2025		2024
Net income	$	85	$	91
Weighted average shares of common stock outstanding	49		51
Basic EPS	$	1.72	$	1.80
Net income	$	85	$	91
Weighted average shares of common stock outstanding	49		51
Dilutive effect of stock options and restricted stock units	—		—
Weighted average shares of common stock outstanding	49		51
Diluted EPS	$	1.71	$	1.78

Common stock equivalents excluded from income per diluted share because of their anti-dilutive effect	2		1

RESTRUCTURING

3 Months Ended

Mar. 31, 2025

Restructuring and Related Activities [Abstract]

RESTRUCTURING

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


(in millions)	Accounts payable and other current liabilities		Accrued wages
Balance at December 31, 2024	$	1	14
(+) Additions	—		—
(-) Payments	—		(4)

Balance at March 31, 2025	$	1	$	10

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

SEGMENT INFORMATION

3 Months Ended

Mar. 31, 2025

Segment Reporting [Abstract]

SEGMENT INFORMATION

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


	Three Months Ended March 31,
(in millions)		2025		2024
Professional service revenues		$	209	$	214
Insurance service revenues		1,065		1,050
Interest income		18		18
Total revenues		1,292		1,282
Workers' compensation costs		23		21
Health insurance costs		919		886
Sales & marketing		60		65
Client support costs		43		48
Corporate administration		35		38
System support & development		52		46
Depreciation and amortization of intangible assets		17		18
Stock based compensation		13		20
Other (1)		1		—
Interest expense, bank fees and other		14		16
Income Taxes		30		33
Net Income		85		91

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

Pay vs Performance Disclosure - USD ($) $ in Millions	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Millions	Mar. 31, 2025	Mar. 31, 2024
Pay vs Performance Disclosure
Net income	$ 85	$ 91

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2025
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Segment Information	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 months ended March 31, 2025 are not necessarily indicative of the operating results anticipated for the full year. These financial statements should be read in conjunction with the audited Consolidated Financial Statements included in Part II, Item 8. Financial Statements and Supplementary Data of our Annual Report on Form 10-K for the year ended December 31, 2024. Certain prior year amounts have been reclassified to conform to current period presentation. When entering into contractual arrangements with other entities, we assess whether we have a variable interest. If we determine that we have a variable interest, we then determine whether the arrangement is with a variable interest entity ("VIE"). If the arrangement is with a VIE, we assess whether we are the primary beneficiary of the VIE by identifying the most significant activities and determining who has the power over those activities and who has the obligation to absorb the majority of the losses or benefits of the VIE. We consolidate a VIE when we have the power to direct activities that most significantly affect the economic performance of the VIE and have the obligation to absorb the majority of their losses or benefits, making us the primary beneficiary. Periodically, we assess whether any changes in our interest or relationship with the entity affect our determination of whether the entity is a VIE and, if so, whether we are the primary beneficiary. In December 2023, we created a trust ("TriNet Trust") for the purpose of holding ASO clients' payroll funds for the remittance to ASO Users, tax authorities and other recipients. TriNet Trust's assets are restricted and can only be used for payments on behalf of ASO clients, repayments of any advances from TriNet, or payments to TriNet of interest income earned on the balances of TriNet Trust. In the event of any losses, creditors to the Trust have recourse to TriNet Trust's property and not that of TriNet overall. The risks associated with the Trust are similar to those that currently exist for the Company such as banking losses in excess of FDIC insurance levels, interest rate and market conditions. We determined that TriNet Trust meets the definition of a variable interest entity and as the primary beneficiary we have both the power to direct TriNet Trust’s activities that most significantly affect its performance and we have the right to receive benefits from TriNet Trust, in the form of interest income. As a result, TriNet Trust is consolidated into our financial statements. During the first quarter of 2024, TriNet Trust assumed ownership and responsibility of certain bank accounts that hold HRIS client funds and assumed related liabilities.
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 months ended March 31, 2025 are not necessarily indicative of the operating results anticipated for the full year. These financial statements should be read in conjunction with the audited Consolidated Financial Statements included in Part II, Item 8. Financial Statements and Supplementary Data of our Annual Report on Form 10-K for the year ended December 31, 2024. Certain prior year amounts have been reclassified to conform to current period presentation. When entering into contractual arrangements with other entities, we assess whether we have a variable interest. If we determine that we have a variable interest, we then determine whether the arrangement is with a variable interest entity ("VIE"). If the arrangement is with a VIE, we assess whether we are the primary beneficiary of the VIE by identifying the most significant activities and determining who has the power over those activities and who has the obligation to absorb the majority of the losses or benefits of the VIE. We consolidate a VIE when we have the power to direct activities that most significantly affect the economic performance of the VIE and have the obligation to absorb the majority of their losses or benefits, making us the primary beneficiary. Periodically, we assess whether any changes in our interest or relationship with the entity affect our determination of whether the entity is a VIE and, if so, whether we are the primary beneficiary. In December 2023, we created a trust ("TriNet Trust") for the purpose of holding ASO clients' payroll funds for the remittance to ASO Users, tax authorities and other recipients. TriNet Trust's assets are restricted and can only be used for payments on behalf of ASO clients, repayments of any advances from TriNet, or payments to TriNet of interest income earned on the balances of TriNet Trust. In the event of any losses, creditors to the Trust have recourse to TriNet Trust's property and not that of TriNet overall. The risks associated with the Trust are similar to those that currently exist for the Company such as banking losses in excess of FDIC insurance levels, interest rate and market conditions. We determined that TriNet Trust meets the definition of a variable interest entity and as the primary beneficiary we have both the power to direct TriNet Trust’s activities that most significantly affect its performance and we have the right to receive benefits from TriNet Trust, in the form of interest income. As a result, TriNet Trust is consolidated into our financial statements. During the first quarter of 2024, TriNet Trust assumed ownership and responsibility of certain bank accounts that hold HRIS client funds and assumed related liabilities.
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	In the three months ended March 31, 2025, the majority of our group health insurance costs were related to risk-based plans. Our remaining group health insurance costs were for guaranteed-cost policies. Accrued health insurance costs are established to provide for the estimated unpaid costs of reimbursing the carriers for paying claims within the deductible layer in accordance with risk-based health insurance policies. These accrued costs include estimates for claims incurred but not paid. We assess accrued health insurance costs regularly based upon actuarial studies that include other relevant factors such as current and historical claims payment patterns, plan enrollment and medical trend rates. In certain carrier contracts we are required to prepay our obligations for the expected claims activity for subsequent periods. These prepaid balances by agreement permit net settlement of obligations and offset the accrued health insurance costs.
Recently Issued Accounting Pronouncements	Recently issued accounting guidance Disaggregation of Income Statement Expenses In December 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2024-03, Disaggregation of Income Statement Expenses, is to enhance the transparency and decision-usefulness of financial reporting by requiring public business entities to provide more detailed disclosures about the components of certain expense captions in their income statements. The ASU is effective for TriNet on a prospective basis for annual periods beginning after December 15, 2027. The Company is currently evaluating the provisions of this ASU. Income Taxes In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances income tax disclosure requirements. The ASU mandates additional details in the income tax rate reconciliation, including quantitative thresholds for reconciling items, and requires disaggregation of income taxes paid by federal, state, and foreign jurisdictions, with further breakdowns for significant individual jurisdictions. The ASU is effective for TriNet on a prospective basis for annual periods beginning after December 15, 2024. The Company is currently evaluating the provisions of this ASU.

DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Mar. 31, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Assets and Liabilities in our Consolidated Balance Sheet


	March 31, 2025
(in millions)	TriNet Trust
ASSETS
Current assets:
Cash and cash equivalents	$	2

Restricted cash, cash equivalents and investments	101





Total current assets	103
Total assets	$	103
LIABILITIES
Current liabilities:
Accounts payable and other current liabilities	$	1



Accrued wages	15


Payroll tax liabilities and other payroll withholdings	87


Total current liabilities	103
Total liabilities	$	103

Schedule of Worksite Employee Changes

In particular, changes in WSE related assets and liabilities were previously reported within operating activities and are now reclassified into financing activities to better reflect operating activities excluding the impact of client cash flows.


	Three Months Ended March 31, 2024
(in millions)	As previously reported	Reclassified amounts	As revised
Operating activities
Changes in operating assets and liabilities:
Accounts receivable, net	6	(7)	(1)
Payroll funds receivable	(20)	20	—
Prepaid expenses, net	(12)	(2)	(14)
Other payroll assets	(410)	413	3
Accounts payable and other liabilities	20	4	24
Client deposits and other client liabilities	(14)	10	(4)
Accrued wages	23	(51)	(28)
Accrued health insurance costs, net	(7)	7	—
Accrued workers' compensation costs, net	1	(1)	—
Payroll taxes payable and other payroll withholdings	173	(180)	(7)


Net cash used in operating activities	(240)	213	(27)
Financing activities
Change in WSE and TriNet Trust related assets and liabilities, net	—	(213)	(213)
Net cash used in financing activities	—	(213)	(213)

CASH, CASH EQUIVALENTS AND INVESTMENTS - UNRESTRICTED AND RESTRICTED (Tables)

3 Months Ended

Mar. 31, 2025

Cash and Cash Equivalents [Abstract]

Schedule of Cash, Cash Equivalents and Investments

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


	March 31, 2025						December 31, 2024
(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	$	349	$	—	$	349		$	360	$	—	$	360

Restricted cash, cash equivalents and investments:
Payroll funds collected	726		—		726			1,131				1,131
Collateral for health benefits claims	33		113		146			34		110		144
Collateral for workers' compensation claims	50		—		50			49		—		49
Trust for our HRIS Users	101		—		101			87		—		87
Other security deposits	1		—		1			2		—		2
Total restricted cash, cash equivalents and investments	911		113		1,024			1,303		110		1,413

Restricted cash, cash equivalents and investments, noncurrent
Collateral for workers' compensation claims	24		110		134			28		117		145

Total	$	1,284	$	223	$	1,507		$	1,691	$	227	$	1,918

INVESTMENTS (Tables)

3 Months Ended

Mar. 31, 2025

Investments, Debt and Equity Securities [Abstract]

Schedule of Financial Instruments by Significant Categories and Fair Value Measurement on a Recurring Basis


(in millions)	Fair Value Level	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Cash and Cash Equivalents		Investments		Restricted Cash, Cash Equivalents and Investments
March 31, 2025
Cash equivalents:
Money market mutual funds	Level 1	$	226	$	—	$	—	$	226	$	116	$	—	$	110

Total cash equivalents		226		—		—		226		116		—		110
AFS Investments:

Corporate bonds	Level 2	34		—		—		34		—		—		34
Agency securities	Level 2	13		—		—		13		—		—		13
U.S. treasuries	Level 2	175		1		—		176		—		—		176


Total AFS Investments		$	222	$	1	$	—	$	223	$	—	$	—	$	223


(in millions)	Fair Value Level	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Cash and Cash Equivalents		Investments		Restricted Cash, Cash Equivalents and Investments
December 31, 2024
Cash equivalents:
Money market mutual funds	Level 1	$	570	$	—	$	—	$	570	$	257	$	—	$	313
U.S. treasuries	Level 2	1		—		—		1		—		—		1
Total cash equivalents		571		—		—		571		257		—		314
AFS Investments:

Corporate bonds	Level 2	35				—		35		—				35
Agency securities	Level 2	18		—		(1)		17		—				17
U.S. treasuries	Level 2	176				(2)		174		—				174
Certificate of deposit	Level 2	1		—		—		1		—		—		1

Total AFS Investments		$	230	$	—	$	(3)	$	227	$	—	$	—	$	227

Schedule of Fair value of Debt Investments by Contractual Maturity

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


(in millions)	March 31, 2025
One year or less	$	17
Over one year through five years	199
Over five years through ten years	5
Over ten years	2
Total fair value	$	223

Schedule of Available-for-Sale Securities


	Three Months Ended March 31,
(in millions)	2025		2024

Gross realized losses	(1)		—
Gross proceeds from sales	$	31	$	39
Gross proceeds from maturities	3		27

ACCRUED WORKERS' COMPENSATION COSTS (Tables)

3 Months Ended

Mar. 31, 2025

Insurance [Abstract]

Schedule of Activities in Liability for Unpaid Claims and Claims Adjustment Expenses

The following table summarizes the accrued workers’ compensation cost activity for the three months ended March 31, 2025 and 2024:


	Three Months Ended March 31,
(in millions)	2025		2024
Total accrued costs, beginning of period	$	158	$	175
Incurred
Current year	14		16
Prior years	(1)		(4)
Total incurred	13		12
Paid
Current year	—		(1)
Prior years	(11)		(11)
Total paid	(11)		(12)
Total accrued costs, end of period	$	160	$	175

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


(in millions)	March 31, 2025		December 31, 2024
Total accrued costs, end of period	$	160	$	158
Collateral paid to carriers and offset against accrued costs	(4)		(4)
Total accrued costs, net of carrier collateral offset	$	156	$	154

Payable in less than 1 year (net of collateral paid to carriers of $1 at March 31, 2025 and December 31, 2024)	$	45	$	44
Payable in more than 1 year (net of collateral paid to carriers of $3 at March 31, 2025 and December 31, 2024)	111		110
Total accrued costs, net of carrier collateral offset	$	156	$	154

STOCK BASED COMPENSATION (Tables)

3 Months Ended

Mar. 31, 2025

Share-Based Payment Arrangement [Abstract]

Schedule of RSU Activity under Equity-Based Plans

The following tables summarize RSU activity for the three months ended March 31, 2025:

Time-based RSUs



	Total Number of Shares	Weighted-Average Grant Date Fair Value
Nonvested at December 31, 2024	1,100,001	$	97.21
Granted	696,745	76.73
Vested	(127,243)	90.59
Forfeited	(97,243)	65.83
Nonvested at March 31, 2025	1,572,260	$	89.48

Performance-based RSUs


	Total Number of Shares	Weighted-Average Grant Date Fair Value
Nonvested at December 31, 2024	179,907	$	106.50
Granted	74,840	76.69


Forfeited	(22,728)	124.31
Nonvested at March 31, 2025	232,019	$	83.37

Schedule of stock option activity

The following table summarizes stock option activity for the three months ended March 31, 2025:


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in millions)
Balance at December 31, 2024	—	$	—	—	$	—
Granted	270,144	76.69		9.98	1




Balance at March 31, 2025	270,144	$	76.69	9.98	$	1

Schedule of Weighted-Average Assumptions Used to Estimate Fair Value of Stock Options


	Stock Option Assumptions
	Expected Term (in Years)	Expected Volatility		Risk-Free Interest Rate		Expected Dividend Yield
March 31, 2025	6.5	42.3	%	4.09	%	1.43	%

Schedule of Share-Based Payment Arrangement, Activity


Additional Disclosures for Stock Options (in millions)	March 31, 2025
Weighted-average grant date fair value of stock options	$	31.65
Total fair value of options granted	$	9

Schedule of Stock-Based Compensation Expense

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


	Three Months Ended March 31,
(in millions)	2025		2024
Cost of providing services	$	3	$	4
Sales and marketing	2		3
General and administrative	6		12
Systems development and programming costs	1		1
Total stock based compensation expense	$	13	$	20
Total stock based compensation capitalized	$	1	$	1

STOCKHOLDERS' EQUITY (Tables)

3 Months Ended

Mar. 31, 2025

Equity [Abstract]

Schedule of Issued and Outstanding Common Stock

The following table shows the beginning and ending balances of our issued and outstanding common stock for the three months ended March 31, 2025 and 2024:


	Three Months Ended March 31,
	2025	2024
Shares issued and outstanding, beginning balance	49,527,506	50,664,471
Issuance of common stock from vested restricted stock units	127,243	160,118
Issuance of common stock from exercise of stock options	—	5,708


Repurchase of common stock	(1,210,403)	(197,872)
Awards effectively repurchased for required employee withholding taxes	(46,827)	(59,249)
Shares issued and outstanding, ending balance	48,397,519	50,573,176

EARNINGS PER SHARE (Tables)

3 Months Ended

Mar. 31, 2025

Earnings Per Share [Abstract]

Schedule of Computation of Basic and Diluted EPS Attributable to Common Stock

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


	Three Months Ended March 31,
(in millions, except per share data)	2025		2024
Net income	$	85	$	91
Weighted average shares of common stock outstanding	49		51
Basic EPS	$	1.72	$	1.80
Net income	$	85	$	91
Weighted average shares of common stock outstanding	49		51
Dilutive effect of stock options and restricted stock units	—		—
Weighted average shares of common stock outstanding	49		51
Diluted EPS	$	1.71	$	1.78

Common stock equivalents excluded from income per diluted share because of their anti-dilutive effect	2		1

RESTRUCTURING (Tables)

3 Months Ended

Mar. 31, 2025

Restructuring and Related Activities [Abstract]

Schedule of Changes in Accrued Severance and Exit and Disposal Costs

The following table is a summary of accrued severance and exit and disposal costs included within accounts payable and other current liabilities and accrued wages:


(in millions)	Accounts payable and other current liabilities		Accrued wages
Balance at December 31, 2024	$	1	14
(+) Additions	—		—
(-) Payments	—		(4)

Balance at March 31, 2025	$	1	$	10

SEGMENT INFORMATION (Tables)

3 Months Ended

Mar. 31, 2025

Segment Reporting [Abstract]

Schedule of Segment Reporting Information

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


	Three Months Ended March 31,
(in millions)		2025		2024
Professional service revenues		$	209	$	214
Insurance service revenues		1,065		1,050
Interest income		18		18
Total revenues		1,292		1,282
Workers' compensation costs		23		21
Health insurance costs		919		886
Sales & marketing		60		65
Client support costs		43		48
Corporate administration		35		38
System support & development		52		46
Depreciation and amortization of intangible assets		17		18
Stock based compensation		13		20
Other (1)		1		—
Interest expense, bank fees and other		14		16
Income Taxes		30		33
Net Income		85		91

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

DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) $ in Millions	3 Months Ended
	Mar. 31, 2025 USD ($) segment	Dec. 31, 2024 USD ($)
Product Information [Line Items]
Number of reportable segments \| segment	1
Prepayments offsetting accrued health insurance costs	$ 59	$ 60
Health Care
Product Information [Line Items]
Prepayments offsetting accrued health insurance costs	$ 89	$ 90
Non-US \| Revenue \| Foreign Sales
Product Information [Line Items]
Percent of concentration risk (less than)	1.00%

DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES - Assets and Liabilities of the Trust (Details) - USD ($) $ in Millions	Mar. 31, 2025	Dec. 31, 2024
Current assets:
Cash and cash equivalents	$ 349	$ 360
Restricted cash, cash equivalents and investments	1,024	1,413
Total current assets	2,857	3,180
Total assets	3,775	4,119
Current liabilities:
Accounts payable and other current liabilities	82	89
Accrued wages	544	580
Payroll tax liabilities and other payroll withholdings	1,645	1,906
Total current liabilities	2,646	2,981
Total liabilities	3,712	$ 4,050
TriNet Trust
Current assets:
Cash and cash equivalents	2
Restricted cash, cash equivalents and investments	101
Total current assets	103
Total assets	103
Current liabilities:
Accounts payable and other current liabilities	1
Accrued wages	15
Payroll tax liabilities and other payroll withholdings	87
Total current liabilities	103
Total liabilities	$ 103

DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES - Schedule of Worksite Employee Changes (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Condensed Cash Flow Statements
Accounts receivable, net	$ 1	$ (1)
Payroll funds receivable		0
Prepaid expenses, net	7	(14)
Other payroll assets	0	3
Accounts payable and other liabilities	(11)	24
Client deposits and other client liabilities	0	(4)
Accrued wages	(17)	(28)
Accrued health insurance costs, net	1	0
Accrued workers' compensation costs, net	2	0
Payroll taxes liabilities and other payroll withholdings	(10)	(7)
Net cash used in operating activities		(27)
Change in WSE and TriNet Trust related assets and liabilities, net	$ 388	213
Net cash used in financing activities		(213)
As previously reported
Condensed Cash Flow Statements
Accounts receivable, net		6
Payroll funds receivable		(20)
Prepaid expenses, net		(12)
Other payroll assets		(410)
Accounts payable and other liabilities		20
Client deposits and other client liabilities		(14)
Accrued wages		23
Accrued health insurance costs, net		(7)
Accrued workers' compensation costs, net		1
Payroll taxes liabilities and other payroll withholdings		173
Net cash used in operating activities		(240)
Change in WSE and TriNet Trust related assets and liabilities, net		0
Net cash used in financing activities		0
Reclassified amounts
Condensed Cash Flow Statements
Accounts receivable, net		(7)
Payroll funds receivable		20
Prepaid expenses, net		(2)
Other payroll assets		413
Accounts payable and other liabilities		4
Client deposits and other client liabilities		10
Accrued wages		(51)
Accrued health insurance costs, net		7
Accrued workers' compensation costs, net		(1)
Payroll taxes liabilities and other payroll withholdings		(180)
Net cash used in operating activities		213
Change in WSE and TriNet Trust related assets and liabilities, net		213
Net cash used in financing activities		$ (213)

CASH, CASH EQUIVALENTS AND INVESTMENTS - UNRESTRICTED AND RESTRICTED (Details) - USD ($) $ in Millions	Mar. 31, 2025	Dec. 31, 2024
Restricted Cash and Cash Equivalents Items [Line Items]
Cash and cash equivalents	$ 349	$ 360
Total restricted cash, cash equivalents and investments	1,024	1,413
Collateral for workers' compensation claims	134	145
Total	1,507	1,918
Payroll funds collected
Restricted Cash and Cash Equivalents Items [Line Items]
Total restricted cash, cash equivalents and investments	726	1,131
Collateral for health benefits claims
Restricted Cash and Cash Equivalents Items [Line Items]
Total restricted cash, cash equivalents and investments	146	144
Collateral for workers' compensation claims
Restricted Cash and Cash Equivalents Items [Line Items]
Total restricted cash, cash equivalents and investments	50	49
Collateral for workers' compensation claims	134	145
Trust for our HRIS Users
Restricted Cash and Cash Equivalents Items [Line Items]
Total restricted cash, cash equivalents and investments	101	87
Other security deposits
Restricted Cash and Cash Equivalents Items [Line Items]
Total restricted cash, cash equivalents and investments	1	2
Cash and cash equivalents
Restricted Cash and Cash Equivalents Items [Line Items]
Cash and cash equivalents	349	360
Total restricted cash, cash equivalents and investments	911	1,303
Total	1,284	1,691
Cash and cash equivalents \| Payroll funds collected
Restricted Cash and Cash Equivalents Items [Line Items]
Total restricted cash, cash equivalents and investments	726	1,131
Cash and cash equivalents \| Collateral for health benefits claims
Restricted Cash and Cash Equivalents Items [Line Items]
Total restricted cash, cash equivalents and investments	33	34
Cash and cash equivalents \| Collateral for workers' compensation claims
Restricted Cash and Cash Equivalents Items [Line Items]
Total restricted cash, cash equivalents and investments	50	49
Collateral for workers' compensation claims	24	28
Cash and cash equivalents \| Trust for our HRIS Users
Restricted Cash and Cash Equivalents Items [Line Items]
Total restricted cash, cash equivalents and investments	101	87
Cash and cash equivalents \| Other security deposits
Restricted Cash and Cash Equivalents Items [Line Items]
Total restricted cash, cash equivalents and investments	1	2
Available-for-sale marketable securities
Restricted Cash and Cash Equivalents Items [Line Items]
Cash and cash equivalents	0	0
Total restricted cash, cash equivalents and investments	113	110
Total	223	227
Available-for-sale marketable securities \| Payroll funds collected
Restricted Cash and Cash Equivalents Items [Line Items]
Total restricted cash, cash equivalents and investments	0
Available-for-sale marketable securities \| Collateral for health benefits claims
Restricted Cash and Cash Equivalents Items [Line Items]
Total restricted cash, cash equivalents and investments	113	110
Available-for-sale marketable securities \| Collateral for workers' compensation claims
Restricted Cash and Cash Equivalents Items [Line Items]
Total restricted cash, cash equivalents and investments	0	0
Collateral for workers' compensation claims	110	117
Available-for-sale marketable securities \| Trust for our HRIS Users
Restricted Cash and Cash Equivalents Items [Line Items]
Total restricted cash, cash equivalents and investments	0	0
Available-for-sale marketable securities \| Other security deposits
Restricted Cash and Cash Equivalents Items [Line Items]
Total restricted cash, cash equivalents and investments	$ 0	$ 0

INVESTMENTS - Schedule of Financial Instruments by Significant Categories and Fair Value Measurement on a Recurring Basis (Details) - Fair Value Measurement on a Recurring Basis - USD ($) $ in Millions	Mar. 31, 2025	Dec. 31, 2024
Debt Securities
Cash equivalents:	$ 226	$ 571
Amortized Cost	222	230
Gross Unrealized Gains	1	0
Gross Unrealized Losses	0	(3)
Fair Value	223	227
Cash and Cash Equivalents
Debt Securities
Cash equivalents:	116	257
Fair Value	0	0
Investments
Debt Securities
Cash equivalents:	0	0
Fair Value	0	0
Restricted Cash, Cash Equivalents and Investments
Debt Securities
Cash equivalents:	110	314
Fair Value	223	227
Corporate bonds \| Level 2
Debt Securities
Amortized Cost	34	35
Gross Unrealized Gains	0
Gross Unrealized Losses	0	0
Fair Value	34	35
Corporate bonds \| Level 2 \| Cash and Cash Equivalents
Debt Securities
Fair Value	0	0
Corporate bonds \| Level 2 \| Investments
Debt Securities
Fair Value	0
Corporate bonds \| Level 2 \| Restricted Cash, Cash Equivalents and Investments
Debt Securities
Fair Value	34	35
Agency securities \| Level 2
Debt Securities
Amortized Cost	13	18
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	(1)
Fair Value	13	17
Agency securities \| Level 2 \| Cash and Cash Equivalents
Debt Securities
Fair Value	0	0
Agency securities \| Level 2 \| Investments
Debt Securities
Fair Value	0
Agency securities \| Level 2 \| Restricted Cash, Cash Equivalents and Investments
Debt Securities
Fair Value	13	17
U.S. treasuries \| Level 2
Debt Securities
Amortized Cost	175	176
Gross Unrealized Gains	1
Gross Unrealized Losses	0	(2)
Fair Value	176	174
U.S. treasuries \| Level 2 \| Cash and Cash Equivalents
Debt Securities
Fair Value	0	0
U.S. treasuries \| Level 2 \| Investments
Debt Securities
Fair Value	0
U.S. treasuries \| Level 2 \| Restricted Cash, Cash Equivalents and Investments
Debt Securities
Fair Value	176	174
Certificate of deposit \| Level 2
Debt Securities
Amortized Cost		1
Gross Unrealized Gains		0
Gross Unrealized Losses		0
Fair Value		1
Certificate of deposit \| Level 2 \| Cash and Cash Equivalents
Debt Securities
Fair Value		0
Certificate of deposit \| Level 2 \| Investments
Debt Securities
Fair Value		0
Certificate of deposit \| Level 2 \| Restricted Cash, Cash Equivalents and Investments
Debt Securities
Fair Value		1
Money market mutual funds \| Level 1
Debt Securities
Cash equivalents:	226	570
Money market mutual funds \| Level 1 \| Cash and Cash Equivalents
Debt Securities
Cash equivalents:	116	257
Money market mutual funds \| Level 1 \| Investments
Debt Securities
Cash equivalents:	0	0
Money market mutual funds \| Level 1 \| Restricted Cash, Cash Equivalents and Investments
Debt Securities
Cash equivalents:	$ 110	313
U.S. treasuries \| Level 2
Debt Securities
Cash equivalents:		1
U.S. treasuries \| Level 2 \| Cash and Cash Equivalents
Debt Securities
Cash equivalents:		0
U.S. treasuries \| Level 2 \| Investments
Debt Securities
Cash equivalents:		0
U.S. treasuries \| Level 2 \| Restricted Cash, Cash Equivalents and Investments
Debt Securities
Cash equivalents:		$ 1

INVESTMENTS - Schedule of Fair value of Debt Investments by Contractual Maturity (Details) $ in Millions	Mar. 31, 2025 USD ($)
Investments, Debt and Equity Securities [Abstract]
One year or less	$ 17
Over one year through five years	199
Over five years through ten years	5
Over ten years	2
Total fair value	$ 223

INVESTMENTS - Schedule of Available-for-Sale Securities (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Investments, Debt and Equity Securities [Abstract]
AFS securities, gross realized gain (loss)	$ 0	$ 0
Gross realized losses	(1)	0
Gross proceeds from sales	31	39
Gross proceeds from maturities	$ 3	$ 27

INVESTMENTS - Additional Information (Details) - USD ($) $ in Millions	Mar. 31, 2025	Dec. 31, 2024
2029 Notes
Debt Securities, Available-for-sale [Line Items]
Fair value of notes payable	$ 454	$ 453
2031 Notes
Debt Securities, Available-for-sale [Line Items]
Fair value of notes payable	$ 407	$ 408

ACCRUED WORKERS' COMPENSATION COSTS - Schedule of Workers' Compensation Loss Reserve Activity (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Liability for Unpaid Claims and Claims Adjustment Expense [Roll Forward]
Total accrued costs, beginning of period	$ 158	$ 175
Incurred
Current year	14	16
Prior years	(1)	(4)
Total incurred	13	12
Paid
Current year	0	(1)
Prior years	(11)	(11)
Total paid	(11)	(12)
Total accrued costs, end of period	$ 160	$ 175

ACCRUED WORKERS' COMPENSATION COSTS - Schedule of Workers' Compensation Liabilities (Details) - USD ($) $ in Millions	Mar. 31, 2025	Dec. 31, 2024	Mar. 31, 2024	Dec. 31, 2023
Insurance [Abstract]
Total accrued costs, end of period	$ 160	$ 158	$ 175	$ 175
Collateral paid to carriers and offset against accrued costs	(4)	(4)
Total accrued costs, net of carrier collateral offset	156	154
Payable in less than 1 year (net of collateral paid to carriers)	45	44
Payable in more than 1 year (net of collateral paid to carriers)	111	110
Total accrued costs, net of carrier collateral offset	156	154
Collateral paid, current	1	1
Collateral paid, noncurrent	$ 3	$ 3

ACCRUED WORKERS' COMPENSATION COSTS - Additional Information (Details) - USD ($) $ in Millions	Mar. 31, 2025	Dec. 31, 2024
Insurance [Abstract]
Collateral held by insurance carriers	$ 25	$ 26
Collateral paid to carriers and offset against loss reserves	$ 4	$ 4

STOCK BASED COMPENSATION - Additional Information (Details)	3 Months Ended
	Mar. 31, 2025
Time-Based Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	4 years
Time-Based Restricted Stock Units \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percent of share value	0.00%
Time-Based Restricted Stock Units \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percent of share value	200.00%
Performance-based RSUs and RSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance period for 2025 and 2024 awards	1 year
Performance-Based Restricted Stock Units \| Share-based Payment Arrangement, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	1 year
Amount of shares that are expected to vesting percentage	50.00%
Employee Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	3 years
Employee Stock Option \| Maximum \| Common Class A
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment award, expiration period	10 years

STOCK BASED COMPENSATION - Schedule of RSU and RSA Activity under Equity-Based Plans (Details)	3 Months Ended
	Mar. 31, 2025 $ / shares shares
Time-Based Restricted Stock Units
Total Number of Shares
Balance (in shares) \| shares	1,100,001
Granted (in shares) \| shares	696,745
Vested (in shares) \| shares	(127,243)
Forfeited (in shares) \| shares	(97,243)
Balance (in shares) \| shares	1,572,260
Weighted-Average Grant Date Fair Value
Balance (in dollars per share) \| $ / shares	$ 97.21
Granted (in dollars per share) \| $ / shares	76.73
Vested (in dollars per share) \| $ / shares	90.59
Forfeited (in dollars per share) \| $ / shares	65.83
Balance (in dollars per share) \| $ / shares	$ 89.48
Performance-Based Restricted Stock Units
Total Number of Shares
Balance (in shares) \| shares	179,907
Granted (in shares) \| shares	74,840
Forfeited (in shares) \| shares	(22,728)
Balance (in shares) \| shares	232,019
Weighted-Average Grant Date Fair Value
Balance (in dollars per share) \| $ / shares	$ 106.50
Granted (in dollars per share) \| $ / shares	76.69
Forfeited (in dollars per share) \| $ / shares	124.31
Balance (in dollars per share) \| $ / shares	$ 83.37

STOCK BASED COMPENSATION - Schedule of stock option activity (Details) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2025 USD ($) $ / shares shares
Number of Shares
Beginning balance (in shares) \| shares	0
Granted (in shares) \| shares	270,144
Ending balance (in shares) \| shares	270,144
Weighted Average Exercise Price
Beginning balance (in dollars per share) \| $ / shares	$ 0
Granted (in dollars per share) \| $ / shares	76.69
Ending balance (in dollars per share) \| $ / shares	$ 76.69
Weighted Average Remaining Contractual Term (in years)
Weighted Average Remaining Contractual Term (in years)	9 years 11 months 23 days
Granted, Weighted Average Remaining Contractual Term (in years)	9 years 11 months 23 days
Aggregate Intrinsic Value
Beginning balance, Aggregate Intrinsic Value \| $	$ 0
Granted, Aggregate Intrinsic Value \| $	1
Ending balance, Aggregate Intrinsic Value \| $	$ 1

STOCK BASED COMPENSATION - Schedule of Weighted-Average Assumptions Used to Estimate Fair Value of Stock Options (Details)	3 Months Ended
	Mar. 31, 2025
Share-Based Payment Arrangement [Abstract]
Expected Term (in Years)	6 years 6 months
Expected Volatility	42.30%
Risk-Free Interest Rate	4.09%
Expected Dividend Yield	1.43%

STOCK BASED COMPENSATION - Schedule of Share-Based Payment Arrangement, Activity (Details) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2025 USD ($) $ / shares
Share-Based Payment Arrangement [Abstract]
Weighted-average grant date fair value of stock options \| $ / shares	$ 31.65
Total fair value of options granted \| $	$ 9

STOCK BASED COMPENSATION - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock based compensation expense	$ 13	$ 20
Total stock based compensation capitalized	1	1
Cost of providing services
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock based compensation expense	3	4
Sales and marketing
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock based compensation expense	2	3
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock based compensation expense	6	12
Systems development and programming costs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock based compensation expense	$ 1	$ 1

STOCKHOLDERS' EQUITY - Schedule of Common Stock (Details) - shares	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares issued and outstanding, beginning balance (in shares)	49,527,506	50,664,471
Shares issued and outstanding, beginning balance (in shares)	49,527,506	50,664,471
Repurchase of common stock (in shares)	(1,210,403)	(197,872)
Awards effectively repurchased for required employee withholding taxes (in shares)	(46,827)	(59,249)
Shares issued and outstanding, ending balance (in shares)	48,397,519	50,573,176
Shares issued and outstanding, ending balance (in shares)	48,397,519	50,573,176
Issuance of common stock from vested restricted stock units
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock from vested restricted stock units (in shares)	127,243	160,118
Issuance of common stock from exercise of stock options
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock from exercise of stock options (in shares)	0	5,708

STOCKHOLDERS' EQUITY - Additional Information (Details) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2025 USD ($) $ / shares
Equity [Abstract]
Stock repurchase program, remaining authorized repurchase amount \| $	$ 162
Stock repurchase program, authorized amount \| $	$ 2,715
Dividends paid (in dollars per share) \| $ / shares	$ 0.25
Dividends payable (in dollars per share) \| $ / shares	$ 0.275

INCOME TAXES (Details) - USD ($) $ in Millions	3 Months Ended
INCOME TAXES (Details) - USD ($) $ in Millions	Mar. 31, 2025	Mar. 31, 2024
Income Taxes Disclosure [Line Items]
Effective income tax rate	26.00%	27.00%
Capital loss carryforwards	$ 12
Increase in valuation allowance	9
Capital Loss Carryforward
Income Taxes Disclosure [Line Items]
Tax credit carryforward	3
Capital loss carryforwards	$ 9

EARNINGS PER SHARE - Schedule of Computation of Basic and Diluted EPS Attributable to Common Stock (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Earnings Per Share [Abstract]
Net income	$ 85	$ 91
Weighted average shares of common stock outstanding (in shares)	49	51
Basic EPS (in dollars per share)	$ 1.72	$ 1.80
Net income	$ 85	$ 91
Dilutive effect of stock options and restricted stock units (in shares)	0	0
Weighted average shares of common stock outstanding - diluted (in shares)	49	51
Diluted EPS (in dollars per share)	$ 1.71	$ 1.78
Common stock equivalents excluded from income per diluted share because of their anti-dilutive effect (in shares)	2	1

RESTRUCTURING - Narrative (Details) $ in Millions	3 Months Ended
RESTRUCTURING - Narrative (Details) $ in Millions	Mar. 31, 2025 USD ($)
Restructuring and Related Activities [Abstract]
Restructuring Costs	$ 1

RESTRUCTURING - Schedule of Changes in Accrued Severance and Exit and Disposal Costs (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2025	Dec. 31, 2024
Accounts payable and other current liabilities
Restructuring Cost and Reserve [Line Items]
Restructuring balance	$ 1	$ 1
(+) Additions	0
(-) Payments	0
Accrued wages
Restructuring Cost and Reserve [Line Items]
Restructuring balance	10	$ 14
(+) Additions	0
(-) Payments	$ (4)

SEGMENT INFORMATION - Additional Information (Details)	3 Months Ended
SEGMENT INFORMATION - Additional Information (Details)	Mar. 31, 2025 segment
Segment Reporting [Abstract]
Number of reportable segments	1

SEGMENT INFORMATION - Schedule of Segment Reporting Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Segment Reporting Information [Line Items]
Interest income	$ 18	$ 18
Total revenues	1,292	1,282
Depreciation and amortization of intangible assets	17	18
Stock based compensation	13	20
Interest expense, bank fees and other	14	16
Income taxes	30	33
Net income	85	91
Reportable Segment
Segment Reporting Information [Line Items]
Interest income	18	18
Total revenues	1,292	1,282
Workers' compensation costs	23	21
Health insurance costs	919	886
Sales & marketing	60	65
Client support costs	43	48
Corporate administration	35	38
System support & development	52	46
Depreciation and amortization of intangible assets	17	18
Stock based compensation	13	20
Other	1	0
Interest expense, bank fees and other	14	16
Income taxes	30	33
Net income	85	91
Professional service revenues
Segment Reporting Information [Line Items]
Service revenues	209	214
Professional service revenues \| Reportable Segment
Segment Reporting Information [Line Items]
Service revenues	209	214
Insurance service revenues
Segment Reporting Information [Line Items]
Service revenues	1,065	1,050
Insurance service revenues \| Reportable Segment
Segment Reporting Information [Line Items]
Service revenues	$ 1,065	$ 1,050

TriNet (NYSE:TNET)
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부터 3월(3) 2025 으로 4월(4) 2025

TriNet (NYSE:TNET)
과거 데이터 주식 차트
부터 4월(4) 2024 으로 4월(4) 2025

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