Financial Analysis

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 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 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 o …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

"LONG-TERM DEBT AND REVOLVING CREDIT AGREEMENT BORROWINGS The following table summarizes our long-term debt and revolving credit agreement borrowings as of December 31, 2025 and 2024. (Dollars in millions) Annual contractual interest rate Effective interest rate Principal amount Deferred issuance costs Less: current portion Long-term debt, noncurrent December 31, 2025 December 31, 2024 2021 Revolver 5.67 % 6.42 % $ $ $ $ $ 15 2029 Notes 3.50 % 3.67 % $ 500 $ (2) $ $ 498 $ 497 2031 Notes 7.13 % 7.30 % $ 400 $ (3) $ $ 397 $ 396 In September of 2023, we drew down $200 million of our 2021 revolver to partially fund our third quarter of 2023 share repurchases. In 2024, we repaid $110 million of the outstanding balance. In 2025, the remaining outstanding balance of $90 million was paid off. In February 2021, we issued $500 million aggregate principal of 3.50% senior unsecured notes maturing in March 2029 (our 2029 Notes). The 2029 Notes are a senior unsecured obligation of TriNet Group, Inc. and rank equally with all of its existing and future senior unsecured indebtedness. Interest payments on the 2029 Notes are due semi-annually in arrears on March 1 and September 1, beginning on September 1, 2021. The net proceeds were used to repay and terminate our 2018 Term Loan and for general corporate purposes. We may voluntarily redeem the 2029 Notes, in whole or in part,(1) at any time on or after March 1, 2024 at a prepayment price equal to 101.75% of the principal amount; (2) at any ti …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

STOCK BASED COMPENSATION Equity Based Incentive Plans Our 2019 Equity Incentive Plan and as amended and restated (the 2019 Plan), approved in May 2019, provides for the grant of stock awards, including stock options, RSUs, RSAs, and other stock awards. There were approximately 4 million shares available for grant under the 2019 Plan as of December 31, 2025. The 2009 Equity Incentive Plan (the 2009 Plan), was replaced by the 2019 Plan, except that any outstanding awards granted under the 2009 Plan remain in effect pursuant to their terms. 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, 2024 and 2023 are earned based on a single-year performance period subject to subsequent multi-year time-based vesting with 50% of the shares earned vesting in one year after the performance period and the remaining shares in the year after. RSUs are generally forfeited if the participant terminates service prior to vesting. The fair value of our RSUs is equal to the fair value of our common stock on the grant date. The following tables summarize RSU activity for the year ended December 31, 2025: Time-based RSUs Total Number of Shares Weighted-Average Gr …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

GOODWILL, SOFTWARE AND OTHER INTANGIBLE ASSETS, NET Changes in goodwill for the years ended December 31, 2025 and 2024 are as follows: (in millions) Amount Balance at December 31, 2023 $ 462 Impairment (1) Balance at December 31, 2024 $ 461 Additions (Impairment) Balance at December 31, 2025 $ 461 As part of our 2024 restructuring discussed in Note 16 , we classified approximately $7 million of assets and an immaterial amount of liabilities as held for sale and compared the carrying value of those assets to their estimated fair value, which was based on their estimated selling price. The assets and liabilities were sold in 2025. This resulted in a $1 million goodwill impairment for 2024. The following summarizes software and other intangible assets: December 31, 2025 December 31, 2024 (in millions) Weighted Average Amortization Period Gross Carrying Amount Accumulated Amortization Impairment Loss Net Carrying Amount Gross Carrying Amount Accumulated Amortization Impairment Loss Net Carrying Amount Amortizable intangibles: Software 4 years 448 (315) 133 423 (303) 120 Customer relationships 3 years 40 (18) (22) 45 (20) (24) 1 Developed technology 6 years 56 (36) 20 65 (30) 35 Total $ 544 $ (369) $ (22) $ 153 $ 533 $ (353) $ (24) $ 156 Amortization of intangible assets during the years ended December 31, 2025, 2024 and 2023 was $61 million, $68 million and $63 million, respectively. We evaluate the remaining useful life of intangible assets annually to determine whether events a …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

INCOME TAXES Provision for Income Taxes 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 year 2019 and subsequent years. The provision for income taxes consists of the following: Year Ended December 31, (in millions) 2025 2024 2023 Current: Federal $ 11 $ 50 $ 96 State 5 4 24 Foreign 2 2 Total Current 18 54 122 Deferred: Federal 40 (2) 1 State 3 1 3 Foreign 1 Total Deferred 44 (1) 4 Total $ 62 $ 53 $ 126 Income tax paid (net of refunds) exceeded five percent of total income taxes paid (net of refunds) in the following jurisdictions: Year Ended December 31, (in millions) 2025 2024 2023 Federal $ 23 $ 64 $ 90 State: California (1) * * New York State * 4 6 Other 3 6 18 Total State 2 10 24 Foreign: Canada 1 * * India 1 * * Total Foreign 2 2 Total $ 27 $ 76 $ 114 *Jurisdiction below the threshold for the period presented. The U.S. federal statutory income tax rate reconciled to our effective tax rate is as follows: Year Ended December 31, 2025 2024 2023 (in millions, except percent) Tax Expense/(Benefit) Percent of Pre-Tax Income (Loss) Tax Expense/(Benefit) Percent of Pre-Tax Income (Loss) Tax Expense/(Benefit) Percent of Pre-Tax Income (Loss) U.S. federal statutory tax rate $ 45 21 % $ 48 21 % $ 105 21 % State and local, net of federal income tax effect (1) 7 3 4 2 23 5 Foreign tax effects 1 Effect of cross-border tax laws 1 1 Tax credits: Res …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

LEASES Our leasing activities predominantly consist of leasing office space that we occupy, which we have classified as operating leases. Our leases are comprised of fixed payments with remaining lease terms of 1 to 13 years. As of December 31, 2025, we have not included any options to extend or cancel in the calculation of our lease liability or ROU asset. We do not have any significant residual value guarantees or restrictive covenants in our leases. In 2025, the Company executed an operating lease agreement to lease new office space in Atlanta, Georgia. The lease commenced in the second quarter of 2025 and expires in 2038. We recognized operating lease expense of $12 million, $15 million and $11 million for the years ended December 31, 2025, 2024 and 2023, respectively. For the years ended December 31, 2024 and 2023, we recognized $5 million, and $6 million, respectively, of lease impairment due to the closing of several offices. We did not recognize any lease impairment for the year ended December 31, 2025. As of December 31, 2025 and 2024, the weighted average remaining lease term on our operating leases was 6.8 years and 3.8 years, respectively. Future minimum lease payments as of December 31, 2025 were as follows: (in millions) December 31, 2025 2026 $ 3 2027 11 2028 11 2029 5 2030 4 2031 and thereafter 28 Total future minimum lease payments $ 62 Less: imputed interest (15) Total operating lease liabilities $ 47 Current portion 10 Non-current portion 37

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Recently issued accounting guidance Disaggregation of Income Statement Expenses In December 2024, FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, is to enhance the transparency and decision-usefulness of financial reporting by requiring public business entities to provide more detailed disclosures about the components of certain expense captions in their income statements. The ASU is effective for TriNet on a prospective basis for annual periods beginning after December 15, 2026. The Company is currently evaluating the provisions of this ASU. Internal-Use Software In September 2025, FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (ASU 2025-06) which amends the guidance in ASC 350-40, IntangiblesGoodwill and OtherInternal-Use Software. The amendments modernize the recognition and disclosure framework for internal-use software costs, removing the previous development stage model and introducing a more judgment-based approach. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, and for interim periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the provisions of this ASU. Recently adopted accounting guidance Income Taxes In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances inco …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

RELATED PARTY TRANSACTIONS We have service agreements with certain stockholders that we process their employees' payrolls and payroll taxes. From time to time, we also enter into sales and purchases agreements with various companies that have a relationship with our executive officers or members of our board of directors. The relationships are typically equity investment firm clients on which a board member serves in an executive role, an equity investment by those firms in a client/vendor company, or other clients/vendors on which our executive officer or board member serves as a member of the client/vendor company's board of directors. We have received $4 million, $13 million, and $12 million in total revenues from such related parties during the years ended December 31, 2025, 2024 and 2023, respectively. We have also entered into various software license agreements with software service providers who have board members in common with us. We paid the software service providers $6 million, $5 million, and $3 million during the years ended December 31, 2025, 2024 and 2023, for services we received, respectively.

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RESTRUCTURING During the fourth quarter of 2024, we completed a detailed review of our strategy and made several decisions that would narrow and intensify our focus on our U.S. PEO business. This includes winding down the software-only HRIS product as well as other immaterial products not directly related to our U.S. PEO business. In place of our software-only HRIS product, we now focus our ASO services to include both the software component, but also a significant service component similar to the types of services we provide to PEO clients. In conjunction with this adjustment to our product offerings, we have implemented changes to our operating expense structure, including reductions to our staffing and office footprint. As part of the restructuring initiatives, the Company incurred the charges shown in the following table. These expenses are classified in G&A in our Consolidated statement of income and comprehensive income. Year Ended December 31, Year Ended December 31, (in millions) 2025 2024 Cash restructuring costs: Severance costs $ 8 $ 14 Professional fees 2 3 Total cash restructuring costs 10 17 Non-cash restructuring costs: Loss on sale of business 1 Intangible asset and goodwill impairments 25 Fixed asset and ROU impairments 7 Total non-cash restructuring costs 1 32 Total restructuring costs $ 11 $ 49 Severance costs include payments to colleagues, estimated reimbursements for COBRA payments and outplacement services. The following table is a summary of change …

RestructuringAndRelatedActivitiesDisclosureTextBlock · excerpt; the full note is in the filing

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. Year Ended December 31, (in millions) 2025 2024 2023 Professional service revenues $ 719 $ 765 $ 756 Insurance service revenues 4,224 4,224 4,166 Interest income 67 64 72 Total revenues 5,010 5,053 4,994 Workers' compensation costs 72 61 68 Health insurance costs 3,763 3,736 3,445 Sales & marketing 235 259 254 Client support costs 169 184 186 Corporate administration 160 146 165 System support & development …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

STOCKHOLDERS' EQUITY Common Stock The following table shows the beginning and ending balances of our issued and outstanding common stock for the years ended December 31, 2025, 2024, and 2023: Year Ended December 31, 2025 2024 2023 Shares issued and outstanding, beginning balance 49,527,506 50,664,471 60,555,661 Issuance of common stock from vested restricted stock units 652,402 758,737 774,579 Issuance of common stock from exercise of stock options 8,208 182,067 Issuance of common stock for employee stock purchase plan 180,024 148,157 175,446 Repurchase of common stock (2,755,287) (1,771,254) (10,734,790) Awards effectively repurchased for required employee withholding taxes (226,695) (280,813) (288,492) Shares issued and outstanding, ending balance 47,377,950 49,527,506 50,664,471 Stock Repurchases In February 2020, our board of directors authorized a $300 million incremental increase to our ongoing stock repurchase program. In February 2022 and November 2022, our board of directors authorized a further $300 million and $200 million, respectively, incremental increase to this stock repurchase program. In February 2023, July 2023 and February 2026, our board of directors authorized a further $300 million, $1 billion and $336 million, respectively, incremental increase to this stock repurchase program. This repurchase authorization has no expiration. In August 2023, we completed a tender offer through which we repurchased 5,981,308 shares of common stock at a price of $107.00 …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

ACQUISITIONS Cocoon On April 10, 2026, we acquired 100% of the equity of Cocoon Financial Services, Inc. (Cocoon), a Delaware corporation. Cocoon is a technology company that develops and provides software products and services, including solutions that deliver leave law information and related functionality to its customers. The acquisition was undertaken to enhance our tools related to WSE leave management, including real-time leave tracking, integrated claims filing and streamlined payroll calculations. The Company recorded the acquisition using the acquisition method of accounting for business combinations in accordance with ASC 805 and recognized identifiable assets acquired and liabilities assumed at their fair value as of the date of acquisition. We measure goodwill as the excess of the cash and stock consideration transferred, which we also measure at fair value, over the net of the acquisition date fair values of the identifiable assets acquired and liabilities assumed. The values assigned to the assets acquired and liabilities assumed are based on preliminary estimates of fair value available as of the date of this Quarterly Report on Form 10-Q and may change over the measurement period as the analysis of the assets acquired and liabilities assumed is finalized and additional information is received. The measurement period will end no later than one year from the acquisition date. The purchase price was $23 million, which included $1 million of Cocoons own cash paid …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

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 a …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

STOCK BASED COMPENSATION Restricted Stock Units (RSUs) Time-based RSUs generally vest over a four-year term. Performance-based RSUs are subject to vesting requirements and are earned, in part, based on certain financial performance metrics as defined in the grant notice. Actual number of shares earned under performance-based RSUs may range from 0% to 200% of the target award. Performance-based awards granted in 2026 and 2025 are earned based on a single-year performance period subject to subsequent multi-year time-based vesting with 50% of the shares earned vesting in one year after the performance period and the remaining shares in the year after. RSUs are generally forfeited if the participant terminates service prior to vesting. The fair value of our RSUs is equal to the fair value of our common stock on the grant date. The following tables summarize RSU activity for the six months ended June 30, 2026: Time-based RSUs Total Number of Shares Weighted-Average Grant Date Fair Value Nonvested at December 31, 2025 1,127,651 $ 86.55 Granted 1,391,175 38.37 Vested (354,089) 76.40 Forfeited (91,964) 83.11 Nonvested at June 30, 2026 2,072,773 $ 56.11 Performance-based RSUs Total Number of Shares Weighted-Average Grant Date Fair Value Nonvested at December 31, 2025 178,856 $ 80.78 Granted (1) 370,704 41.81 Vested (9,834) 83.31 Forfeited (8,466) 76.69 Nonvested at June 30, 2026 531,260 $ 53.60 (1) Amount includes increase of 37,946 shares related to the finalization of the performanc …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

INCOME TAXES Our ETR was 28% for the second quarters of 2026 and 2025, and 28% and 26% for the first half of 2026 and 2025, respectively. The increase in the rate for the first half of 2026 compared to the same period in 2025 was primarily attributable to decreases in tax benefits for stock-based compensation and decreases in excludable income for state tax purposes. We are subject to tax in U.S. federal and various state and local jurisdictions, as well as Canada and India. We are open to federal and significant state income tax examinations for tax years 2019 and subsequent years.

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Recently issued accounting guidance Disaggregation of Income Statement Expenses In December 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2024-03, Disaggregation of Income Statement Expenses, to enhance the transparency and decision-usefulness of financial reporting by requiring public business entities to provide more detailed disclosures about the components of certain expense captions in their income statements. The ASU is effective for TriNet on a prospective basis for annual periods beginning after December 15, 2026. The Company is currently evaluating the provisions of this ASU. Internal-Use Software In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (ASU 2025-06) which amends the guidance in ASC 350-40, IntangiblesGoodwill and OtherInternal-Use Software. The amendments modernize the recognition and disclosure framework for internal-use software costs, removing the previous development stage model and introducing a more judgment-based approach. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, and for interim periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the provisions of this ASU. …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

RESTRUCTURING During the fourth quarter of 2024, we completed a detailed review of our strategy and made several decisions that would narrow and intensify our focus on our U.S. PEO business. This includes winding down the software-only HRIS product as well as other immaterial products not directly related to our U.S. PEO business. In place of our software-only HRIS product, we now focus our ASO services to include both the software component, but also a significant service component similar to the types of services we provide to PEO clients. In conjunction with this adjustment to our product offerings, we have implemented changes to our operating expense structure, including reductions to our U.S. staffing and office footprint. In the first half of 2026, we realigned responsibilities within our management structure and reduced our U.S. workforce to better align with our current level of clients and WSEs. As part of these restructuring initiatives, the Company incurred the charges shown in the following table. These expenses are classified in G&A in our condensed consolidated statement of income and comprehensive income. Three Months Ended June 30, Six Months Ended June 30, (in millions) 2026 2025 2026 2025 Cash restructuring costs: Severance costs $ (1) $ 2 $ 12 $ 2 Professional fees 1 Total cash restructuring costs (1) 2 13 2 Non-cash restructuring costs: Intangible asset and goodwill impairments 1 Total non-cash restructuring costs 1 Total restructuring costs $ (1) $ 2 …

RestructuringAndRelatedActivitiesDisclosureTextBlock · excerpt; the full note is in the filing

SEGMENT INFORMATION We operate in one reportable segment. Our chief operating decision maker for segment reporting purposes is our CEO, who uses the profitability and significant expense detail to allocate resources and assess performance based on key functions such as customer acquisition, customer service, and indirect costs. The primary measure of profit or loss that the CEO uses is net income. The significant expenses used in these profit or loss reports align with the primary functions of the corresponding teams, with the exception of non-cash expenses such as depreciation, amortization and stock-based compensation as these expenses are not necessarily indicative of our ongoing operations. In this expense reporting methodology, overhead-type expenses, such as facilities and technology support for colleagues, are classified consistent with the primary function of the corresponding teams and not allocated to other significant expenses. The table below provides the primary measure of profitability and detail regarding the significant expenses reviewed by our CEO. Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on previously reported net income or stockholders' equity. Three Months Ended June 30, 2026 Six Months Ended June 30, (in millions) 2026 2025 2026 2025 Professional service revenues $ 159 $ 172 $ 348 $ 381 Insurance service revenues 1,007 1,048 2,030 2,113 Interest income 12 18 26 …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

STOCKHOLDERS EQUITY Common Stock The following table shows the beginning and ending balances of our issued and outstanding common stock for the three and six months ended June 30, 2026 and 2025: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Shares issued and outstanding, beginning balance 46,125,755 48,397,519 47,377,950 49,527,506 Issuance of common stock from vested restricted stock units 210,121 176,461 363,923 303,704 Issuance of common stock for employee stock purchase plan 139,807 89,884 139,807 89,884 Repurchase of common stock (440,587) (19,741) (1,789,100) (1,230,144) Awards effectively repurchased for required employee withholding taxes (63,119) (55,909) (120,603) (102,736) Shares issued and outstanding, ending balance 45,971,977 48,588,214 45,971,977 48,588,214 Stock Repurchases As of June 30, 2026, there was $329 million remaining in the total authorization of $3,051 million of our ongoing stock repurchase program. Dividends Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Quarterly dividend per common share declared $ 0.29 $ 0.275 Total cash dividends paid (in millions) $ 13 $ 13 $ 26 $ 27 …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing