10q10k10q10k.net

What changed in TRINET GROUP, INC.'s 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of TRINET GROUP, INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+313 added−333 removedSource: 10-K (2026-02-12) vs 10-K (2025-02-13)

Top changes in TRINET GROUP, INC.'s 2025 10-K

313 paragraphs added · 333 removed · 247 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

57 edited+17 added−37 removed64 unchanged
Biggest changeIn most cases, our PEO clients may cancel these contracts with 30 days' notice to us and we may cancel these contracts with 30 days' notice to our clients. Our ASO clients execute contracts with monthly or annual terms and clients can typically cancel these contracts with 30 days’ notice to us.
Biggest changeOur ASO clients execute contracts with monthly or annual terms and clients can typically cancel these contracts with 30 days’ notice to us. Clients on annual contracts may incur fees associated with early termination if notice of such terminations occur inside of the 30 day notice period prior to their contract’s anniversary date.
We provide HR guidance on employment laws and regulations, such as those relating to minimum wage, unemployment insurance, family and medical leave and anti-discrimination. For our PEO clients, our TriNet-sponsored benefit plans are designed to comply with applicable laws and regulations, such as the ACA, reducing this compliance burden to our clients.
We provide HR guidance on employment laws and regulations, such as those relating to minimum wage, unemployment insurance, family and medical leave and anti-discrimination. For our PEO clients, our TriNet-sponsored benefit plans are designed to comply with applicable laws and regulations, such as the ACA, reducing this compliance burden for our clients.
Our Service Models 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.
Our Service Models We deliver a comprehensive suite of services that help our clients administer and manage various HR-related needs and functions, such as compensation, benefits, payroll processing, tax credit support, employee data, health insurance, workers' compensation, EPLI and other employment risk mitigation programs, employee performance management and training, on-boarding and off-boarding, and other transactional HR needs using our PEO technology platform and benefits and compliance expertise.
Technology Platform Our PEO technology platform includes online and mobile tools that allow our clients and WSEs to store, view, and manage HR information and administer a variety of HR transactions, such as payroll processing, tax administration, tax credits, employee onboarding and termination, employee performance, time and attendance, compensation reporting, expense management, and benefits enrollment and administration.
Technology Platform Our technology platform includes online and mobile tools that allow our clients and WSEs to store, view, and manage HR information and administer a variety of HR transactions, such as payroll processing, tax administration, tax credits, employee onboarding and termination, employee performance, time and attendance, compensation reporting, expense management, and benefits enrollment and administration.
Our online tools also incorporate workforce analytics, allowing PEO clients to generate HR, payroll, total compensation and other custom reports. Contractor and Global Workforce Support TriNet provides clients with a simplified solution for handling independent contractors with our contractor payments application, featuring a software solution that allows clients to onboard, manage and pay independent contractors.
Our online tools also incorporate workforce analytics, allowing PEO and ASO clients to generate HR, payroll, total compensation and other custom reports. Contractor and Global Workforce Support TriNet provides clients with a simplified solution for handling independent contractors with our contractor payments application, featuring a software solution that allows clients to onboard, manage and pay independent contractors.
Item 1. Business 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.
Item 1. Business TriNet is a leading provider of HR solutions for SMBs. We offer 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.
The division of responsibilities under our client service agreements is typically as follows: TriNet Responsibilities We generally assume responsibility for, and manage certain risks associated with: • payments of salaries, wages and certain other compensation to WSEs from our own bank accounts (based on client reports and payments), including the processing of garnishment and wage deduction orders, • reporting of wages, withholding and deposit of associated payroll taxes as the employer of record, • provision and maintenance of workers' compensation insurance and workers' compensation claims processing, TRINET 8 2024 FORM 10-K BUSINESS Table of Contents • access to, and administration of, group health, welfare, and retirement benefits to WSEs under TriNet-sponsored benefit plans, • compliance with applicable law for certain TriNet-sponsored employee benefits offered to WSEs, • administration of unemployment claims and post-employment COBRA benefits, and • provision of various HR policies and agreements, including employee handbooks and worksite employee agreements describing the co-employment relationship.
The division of responsibilities under our client service agreements is typically as follows: TRINET 7 2025 FORM 10-K BUSINESS Table of Contents TriNet Responsibilities We generally assume responsibility for, and manage certain risks associated with: • payments of salaries, wages and certain other compensation to WSEs from our own bank accounts (based on client reports and payments), including the processing of garnishment and wage deduction orders, • reporting of wages, withholding and deposit of associated payroll taxes as the employer of record, • provision and maintenance of workers' compensation insurance and workers' compensation claims processing, • access to, and administration of, group health, welfare, and retirement benefits to WSEs under TriNet-sponsored benefit plans, • compliance with applicable law for certain TriNet-sponsored employee benefits offered to WSEs, • administration of unemployment claims and post-employment COBRA benefits, and • provision of various HR policies and agreements, including employee handbooks and worksite employee agreements describing the co-employment relationship.
We believe we manage our benefit plans in accordance with ERISA requirements and that we are the employer of our WSEs with respect to the plans for purposes of the Code, ERISA and various state laws, but this status could be subject to challenge by various regulators.
We believe we manage our employee benefit plans in accordance with ERISA and the Code requirements and that we are the employer of our WSEs with respect to the plans for purposes of the Code, ERISA and applicable state laws, but this status could be subject to challenge by various regulators.
With SMB behavior evolving rapidly, we have adopted digital tools such as telepresence, chat, and interactive assessments to enable us to engage SMBs in innovative ways. In 2024, we enhanced our digital engagement with tools such as conversational marketing on our website and interactive self-assessments.
With SMB behavior evolving rapidly, we have adopted digital tools such as telepresence, chat, and interactive assessments to enable us to engage SMBs in innovative ways. In 2025, we enhanced our digital engagement with tools such as conversational marketing on our website and interactive self-assessments.
In 2024, we continued to develop our next-generation cloud-based platform. This new platform, which combines elements of our original PEO and HRIS platforms, is intended to further modernize our customers’ experience through more self-service capabilities and other important functions to, in turn, enable us to service SMBs throughout a larger portion of their lifecycle.
In 2025, we continued to develop our next-generation cloud-based platform. This new platform, which combines elements of our original PEO and ASO platforms, is intended to further modernize our customers’ experience through more self-service capabilities and other important functions to, in turn, enable us to service SMBs throughout a larger portion of their lifecycle.
These investments are intended to provide our clients (including PEO and ASO clients) and WSEs with enhanced functionality, ease of use, HR management options, security and an optimized user experience. We intend to continue making these and other similar investments in 2025 and beyond to drive operating efficiencies and improve client retention and satisfaction over the long term.
These investments are intended to provide our clients (both PEO and ASO clients) and WSEs with enhanced functionality, ease of use, HR management options, security and an optimized user experience. We intend to continue making these and other similar investments in 2026 and beyond, aiming to drive operating efficiencies and improve client retention and satisfaction over the long term.
Alternatively, the public may access these reports at the SEC's website at www.sec.gov. The contents of these websites are not incorporated into this report and are not part of this report. TRINET 17 2024 FORM 10-K RISK FACTORS Table of Contents
Alternatively, the public may access these reports at the SEC's website at www.sec.gov. The contents of these websites are not incorporated into this report and are not part of this report. TRINET 14 2025 FORM 10-K RISK FACTORS Table of Contents
In 2024, we experienced higher than anticipated health benefits utilization and inflation in healthcare costs, which are affected by factors such as market-wide pharmaceutical price increases, as well as the impact of rising wages and other costs which led to increased costs associated with contract renewals between health insurers and health care providers. • Tax Credit Backlogs .
We continued to experience higher than anticipated health benefits utilization and inflation in healthcare costs, which are affected by factors such as market-wide pharmaceutical price increases, as well as the impact of rising wages and other costs within the healthcare industry which led to increased costs associated with contract renewals between health insurers and health care providers. • Tax Credit Backlogs .
Our Competitors We face competition from: • PEOs that compete directly with us, • payroll processing agents and other HCM services providers that do not use a PEO model, • HR and personnel of companies that administer employee benefits, payroll and HR for their companies in-house, • providers of certain endpoint HR services, including payroll, employee benefits, business process outsourcers with high-volume transaction and administrative capabilities, and other third-party administrators, and • insurance brokers who allow third-party HR systems to integrate with their technology platform.
TRINET 9 2025 FORM 10-K BUSINESS Table of Contents Our Competitors We face competition from: • PEOs that compete directly with us, • payroll processing agents and other HCM services providers that do not use a PEO model, • HR and personnel of companies that administer employee benefits, payroll and HR for their companies in-house, • providers of certain endpoint HR services, including payroll, employee benefits, business process outsourcers with high-volume transaction and administrative capabilities, and other third-party administrators, and • insurance brokers who allow third-party HR systems to integrate with their technology platform.
While this period of higher interest rates may have resulted in lower overall hiring among our SMB clients, we have not yet seen hiring rates rise as a result of the recent decrease in short-term rates.
While prior periods of higher interest rates may have resulted in lower overall hiring among our SMB clients, we have not yet seen hiring rates rise as a result of the recent decrease in short-term rates.
We have seen increased focus at every level of government inside and outside of the United States on regulating the collection, storage, use, retention, security, disclosure, transfer and other processing of confidential, sensitive and personal information, as well as the growing use of AI.
We continue to see increased focus at every level of government inside and outside of the United States on regulating the collection, storage, use, retention, security, disclosure, transfer and other processing of confidential, sensitive and personal information, as well as the growing use of AI.
The Impact of Seasonality on Our Business Our business is affected by seasonality in client business activity, hiring and benefit selections, health claims costs and payroll taxes: • 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 clients joining and terminating clients in the month of January.
TRINET 13 2025 FORM 10-K BUSINESS Table of Contents The Impact of Seasonality on Our Business Our business is affected by seasonality in client business activity, hiring and benefit selections, health claims costs and payroll taxes: • 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 clients joining and terminating clients in the month of January.
TRINET 6 2024 FORM 10-K BUSINESS Table of Contents Our Services Our comprehensive HR solutions include the following capabilities: HR CONSULTING EXPERTISE BENEFIT OPTIONS PAYROLL SERVICES RISK MITIGATION TECHNOLOGY PLATFORM CONTRACTOR AND GLOBAL WORKFORCE SUPPORT HR Consulting Expertise We use the collective knowledge and experience of our teams of HR, benefits, payroll, risk management and compliance professionals to help our clients navigate many of the administrative, regulatory and practical requirements associated with being employers.
Our Services Our comprehensive HR solutions include the following capabilities: HR CONSULTING EXPERTISE BENEFIT OPTIONS PAYROLL SERVICES RISK MITIGATION TECHNOLOGY PLATFORM CONTRACTOR AND GLOBAL WORKFORCE SUPPORT HR Consulting Expertise We use the collective knowledge and experience of our teams of HR, benefits, payroll, risk management and compliance professionals to help our clients navigate many of the administrative, regulatory and practical requirements associated with being employers.
These programs are popular because they allow SMBs, which often have business income tax losses, to realize benefits via payroll tax reductions, rather than business income tax reductions. As a result, many of our SMB clients require that we support these programs. Examples of these programs include the federal 2015 PATH Act, CARES Act and FFCRA.
These programs are popular because they allow SMBs, which often have business income tax losses, to realize benefits via payroll tax reductions, rather than business income tax reductions. As a result, many of our SMB clients require that we support these programs. An example of these programs is the federal 2015 PATH Act.
Further significant changes to health care statutes, regulations and policy at the federal, state and local levels could occur in the future, including the potential further modification or amendment of the ACA, and we may need to adapt the manner in which we conduct our business as a result of any such changes.
Significant changes to health care statutes, regulations and policy at the federal, state and local levels could occur in the future, and we may need to adapt the manner in which we conduct our business as a result of any such changes.
In addition, we will focus on cost discipline, operational efficiencies in our service delivery model, a nd prudent capital allocation, while being strategic with re-investments.
In addition, we are focusing on cost discipline, operational efficiencies in our service delivery model, a nd prudent capital allocation, while being strategic with investments.
Standards for determining independent contractor and joint employer status vary from law to law and state to state, and changes to and new interpretations of these standards can limit the client workers to which we can provide services and increase the likelihood of claims that we are a joint employer of client WSEs or an employer of ASO client employees.
Standards for determining independent contractor and joint employer status vary from law to law TRINET 12 2025 FORM 10-K BUSINESS Table of Contents and state to state, and changes to and new interpretations of these standards can limit the client workers to which we can provide services and increase the likelihood of claims that we are a joint employer of client WSEs or an employer of ASO client employees.
TRINET 7 2024 FORM 10-K BUSINESS Table of Contents Risk Mitigation We monitor employment-related legal and regulatory developments at the federal, state, and local levels to help our PEO and ASO clients comply with employment laws and mitigate many of the risks associated with being an employer.
Risk Mitigation We monitor employment-related legal and regulatory developments at the federal, state, and local levels to help our PEO and ASO clients comply with employment laws and mitigate many of the risks associated with being an employer.
Further, the lower short-term interest rates resulted in reduced interest income on our cash deposits, a driver of our financial results, but will also result in lower interest expense on our outstanding borrowings under our 2021 Revolver. • Privacy Laws and Regulations .
Further, the lower short-term interest rates resulted in reduced interest income on our cash deposits, a driver of our financial results, but will also result in lower interest expense on any future outstanding borrowings under our 2021 Revolver. TRINET 10 2025 FORM 10-K BUSINESS Table of Contents • Privacy Laws and Regulations .
Our payroll tax administration and tax credit services include calculating, withholding, remitting and reporting certain federal, state and local payroll and unemployment taxes on behalf of clients and WSEs.
Our clients and WSEs can access payroll and tax information using our various online and mobile tools. Our payroll tax administration and tax credit services include calculating, withholding, remitting and reporting certain federal, state and local payroll and unemployment taxes on behalf of clients and WSEs.
Moreover, we have also begun to explore integrating new technologies, including expanding our existing AI/ML capabilities, into the customer experience to allow us to create efficiencies in the way we serve our customers and the way we operate internally.
Moreover, we have also begun to explore integrating new technologies, including expanding our AI/ML capabilities to include services such as TriNet Assistant, which we expect to launch in 2026, into the customer experience to allow us to create efficiencies in the way we serve our customers and the way we operate internally.
TRINET 16 2024 FORM 10-K BUSINESS Table of Contents Our Approach to Acquisitions Historically, we have pursued acquisitions to expand our service capabilities, technology offerings, and supplement our growth. Our acquisition targets have included PEOs as well as HCM technology and services companies to supplement or enhance our HCM services.
Our Approach to Acquisitions Historically, we have pursued acquisitions to expand our service capabilities, technology offerings, and supplement our growth. Our acquisition targets have included PEOs as well as HCM technology and services companies to supplement or enhance our HCM services.
We also own registered trademarks in the United States, Australia, Canada, the United Kingdom, and the European Union covering our name and other trademarks and logos that we believe are materially important to our operations. We generally protect our trademarks through federal registration or through the commercial use of our trademarks.
We own registered trademarks in the United States, Australia, Canada, the United Kingdom, and the European Union covering our company name and other key trademarks that we believe are materially important to our operations. We protect our marks through federal registrations when appropriate, or otherwise through commercial use.
Risk Factors , of this Form 10-K, under the heading - "Data Privacy and Security Risks". Licensing Laws Nearly all states have adopted laws and regulations for licensing, registration, certification or recognition of PEOs and the IRS has implemented a voluntary federal certification program for PEOs. We expect states without such laws and regulations to adopt them in the future.
TRINET 11 2025 FORM 10-K BUSINESS Table of Contents Licensing Laws Nearly all states have adopted laws and regulations for licensing, registration, certification or recognition of PEOs and the IRS has implemented a voluntary federal certification program for PEOs. We expect states without such laws and regulations to adopt them in the future.
TRINET 14 2024 FORM 10-K BUSINESS Table of Contents Payroll Taxes, Unemployment Taxes and Payroll Tax Credits We must also comply with the federal and state payroll tax and unemployment tax requirements that apply where our clients are located.
Payroll Taxes, Unemployment Taxes and Payroll Tax Credits We must also comply with the federal and state payroll tax and unemployment tax requirements that apply where our clients are located.
We also provide for other benefit programs to be made available to WSEs, including flexible spending accounts, health savings accounts, retirement benefits, COBRA benefits , supplemental insurance, and commuter benefits, as well as other programs such as home insurance, critical illness insurance, accident insurance, hospital indemnity, pet insurance, and auto insurance.
We also sponsor or otherwise provide WSEs access to other benefit programs, including flexible spending accounts, health savings accounts, retirement benefits, COBRA benefits , supplemental insurance, and commuter benefits. We also facilitate payroll deductions for WSEs to voluntarily purchase home insurance, critical illness insurance, accident insurance, hospital indemnity, pet insurance, and auto insurance.
Our OMS clients receive PEO services such as HR, payroll, payroll tax, and risk management from TriNet while sponsoring their own health benefits obtained through a broker.
We also offer PEO clients the option to obtain their own client-sponsored benefits through our OMS product family. Our OMS clients receive PEO services such as HR, payroll, payroll tax, and risk management from us while sponsoring their own health benefits obtained through a broker.
The PATH Act allows SMBs to use R&D tax credits submitted on the SMB’s business income tax return to reduce certain payroll taxes.
The PATH Act allows SMBs to use R&D tax credits submitted on the SMB’s business income tax return to reduce certain payroll taxes. We act as the employer of record for federal payroll tax reporting for our PEO clients.
Payroll Services We help our PEO and ASO clients manage their employee compensation by providing multi-state payroll processing, tax administration and tax credit services and other payroll-related services, such as time and attendance management, time off and overtime tracking, and expense management solutions. Our clients and WSEs can access payroll and tax information using our various online and mobile tools.
TRINET 6 2025 FORM 10-K BUSINESS Table of Contents Payroll Services We help our PEO and ASO clients manage their employee compensation by providing multi-state payroll processing, tax administration and tax credit services and other payroll-related services, such as time and attendance management, time off and overtime tracking, and expense management solutions.
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 we anticipate will grow in the future. PEO Services TriNet has historically focused almost exclusively on the PEO business, and PEO services remain our core business.
We deliver our services primarily through our PEO services that we provide via our co-employment model and through our ASO services, which provide payroll processing, HR administration and compliance management solutions. PEO Services TriNet has historically focused almost exclusively on the PEO business, and PEO services remain our core business.
Unlike our PEO services, our ASO services do not include co-employment or access to our TriNet sponsored health benefit plans. However, our ASO clients will have access to our benefits administration platform that can administer third-party benefits and integrates with 401(k) retirement plans.
However, our ASO clients have access to our benefits administration platform that can administer third-party benefits and integrates with 401(k) retirement plans.
In recent years, many states have proposed or enacted new laws or amended existing laws and we expect them to continue to do so in the future. As the state privacy laws become increasingly complex, we expect the cost and effort of complying with all of the requirements to increase and the likelihood of compliance failures to rise.
As state privacy laws become increasingly complex, we expect the cost and effort of complying with all of the requirements to increase and the likelihood of compliance failures to rise.
Based on applicable law in any jurisdiction, we or our client may be held ultimately liable for those obligations if we fail to remit taxes. Our ASO services do not involve co-employment, and this reduces the responsibility and liability that we assume when providing these services.
Based on applicable law in any jurisdiction, we or our client may be held ultimately liable for those obligations if we fail to remit taxes.
We are the largest publicly traded company in the U.S. that focuses primarily on the PEO business, in terms of the number of WSEs we serve. In 2024, we processed $73 billion in payroll and payroll taxes for our clients and ended the year with approximately 360,700 WSEs. We aim to differentiate ourselves from other PEOs in three substantive areas.
We are the largest publicly traded company in the U.S. that focuses primarily on the PEO business, in terms of market capitalization as of December 31, 2025. In 2025, we processed $70 billion in payroll and payroll taxes for our clients and ended the year with approximately 323,200 WSEs.
For more information about how we help our PEO and ASO clients manage their own human capital resources and satisfy their own HR-related needs, see the section above titled “ Our Services ”.
Our primary on‑site centers are located in Hyderabad, India; Atlanta, Georgia; and Dublin, California, along with smaller in‑market offices that support proximity to prospects and customers. For more information about how we help our PEO and ASO clients manage their own human capital resources and satisfy their own HR-related needs, see the section above titled “ Our Services ”.
We now refer to these offerings as ASO services, and are marketed as "HR Plus". ASO services include payroll processing, benefits management, HR administration and compliance management to provide HCM solutions that our clients can tailor dynamically over time based on their needs.
ASO services include payroll processing, benefits management, HR administration and compliance management to provide HCM solutions that our clients can tailor dynamically over time based on their specific needs. Unlike our PEO services, ASO services do not include co-employment or access to our TriNet sponsored health benefit plans.
For example, while we may facilitate payroll processing for ASO clients, TriNet is not the employer of record. ASO clients generally remain responsible for, among other things, workers’ compensation insurance, obtaining and sponsoring group health, welfare and retirement benefits, administering unemployment claims, and in some cases payroll tax reporting.
ASO clients generally remain responsible for, among other things, workers’ compensation insurance, obtaining and sponsoring group health, welfare and retirement benefits, administering unemployment claims, and in some cases payroll tax reporting. The additional responsibilities that PEOs assume, and the risks that PEOs manage, for our PEO clients are key differences between our PEO and ASO services.
TRINET 10 2024 FORM 10-K BUSINESS Table of Contents Our Clients and Geographies Our clients are distributed across a variety of industries. Our PEO clients generally execute annual service contracts with us that automatically renew.
Our Clients and Their Geographies Our clients are distributed across a variety of industries. Our PEO clients generally execute annual service contracts with us that automatically renew. In most cases, our PEO clients may cancel these contracts with 30 days' notice to us and we may cancel these contracts with 30 days' notice to our clients.
Finally, we believe our risk-based model allows our clients to better manage their benefits costs over the long term. Our medium-term strategy includes taking actions to increase revenue growth through improved benefits options and risk management capabilities, expanded sales force scale, tenure, and productivity, and expanded distribution channels.
Our medium-term strategy includes taking actions to increase revenue growth through improved benefits options and risk management capabilities, expanded sales force scale, tenure, and productivity, as well as expanded distribution channels. We continue to focus on improving our client and WSE experience to raise our net promoter scores and increase retention.
First, we offer a high-quality, integrated service solution that is tailored to high-income, employee-centric SMBs. Our primary targeted industry verticals include technology, financial services, life sciences, nonprofit, professional services, and main street. Second, we offer our clients a premium HR advisory experience featuring high-touch services and efficient issue resolution, to yield a high level of customer satisfaction and retention.
We aim to differentiate ourselves from other PEOs in three substantive areas. First, we offer a high-quality, technology-enabled service solution that is tailored to employee-centric SMBs. Our primary targeted industry verticals include technology, financial services, life sciences, nonprofit, professional services, and main street.
In some cases, our clients may incur fees associated with early termination. Our top five PEO markets are California, New York, Florida, Texas and Massachusetts, which account for approximately 63% of our total WSE paid wages for the year ended December 31, 2024.
Our top five PEO markets are California, New York, Florida, Texas and Massachusetts, which account for approximately 64% of our total WSE paid wages for the year ended December 31, 2025. Nearly all of our revenues are generated within the United States and its territories and substantially all our long-lived assets are located in the United States.
For additional information on the impact of these and other laws and regulations on our business and results of operations, refer to Part I, Item 1A. Risk Factors , of this Form 10-K, under the heading - " Legal and Compliance Risks".
Below is a summary of what we believe are the most important legal and regulatory issues specific to our business. For additional information on the impact of these and other laws and regulations on our business and results of operations, refer to Part I, Item 1A.
However, laws regarding independent contractor and joint employer status can impact the types of SMB workers we can service and the potential liability that we have for the actions of our SMB clients and their employees. For additional information, refer to Part I, Item 1A.
However, laws regarding independent contractor and joint employer status can impact the types of SMB workers we can service and the potential liability that we have for the actions of our SMB clients and their employees. Our Human Capital Resources As of December 31, 2025, we had approximately 3,400 colleagues globally supporting approximately 323,200 WSEs and 39,700 ASO Users.
For more information regarding the developments above, refer to Part II, Item 7. MD&A and Part I, Item 1A. Risk Factors in this Form 10-K. Our Technology and Service Development Efforts We continued to make significant investments in our PEO technology platform.
For more information regarding the developments above, refer to Part II, Item 7. MD&A and Part I, Item 1A. Risk Factors in this Form 10-K. The Laws and Regulations that Affect Our Business Our business operates in a complex legal and regulatory environment due to myriad federal, state and local laws and regulations that impact our business.
Many SMBs continue to wait for their credits to be processed. • Interest Rates . After a period of rising interest rates, we saw short-term rates begin to decrease in the second half of 2024.
While the IRS processed a substantial number of claims in 2025, many SMBs continue to wait for their credits to be processed. • Interest Rates . Short-term interest rates continued to fall from highs seen in 2024.
We observed the following industry trends in 2024: • SMB Economic Performance . Over any year, SMBs generally experience staffing changes, either resulting in a net increase or decrease in staffing. In 2024 the extent of net staffing increases differed based on industry and geographic region.
Market Trends and Developments Affecting Our Business The U.S. economy grew modestly during 2025 with unemployment remaining steady while inflation stabilized during the year. We observed the following industry trends in 2025: • SMB Economic Performance . Over any year, SMBs generally experience staffing changes, either resulting in a net increase or decrease in staffing.
TRINET 12 2024 FORM 10-K BUSINESS Table of Contents Employer Status under ERISA and State Laws As part of our PEO services, we sponsor employee benefit plan offerings as the employer of our WSEs under the Internal Revenue Code of 1986, as amended (the "Code"), ERISA and applicable state law.
Risk Factors , of this Form 10-K, under the heading - " Legal and Compliance Risks". Employer Status under ERISA and State Laws As part of our PEO services, we sponsor employee benefit plans for the benefit of our WSEs.
TRINET 13 2024 FORM 10-K BUSINESS Table of Contents At the state and local level, there is ongoing focus on regulating the collection, storage, use, retention, security, disclosure, transfer and other processing of confidential, sensitive and personal information.
At the state and local level, there is ongoing focus on regulating the collection, storage, use, retention, security, disclosure, transfer and other processing of confidential, sensitive and personal information. In recent years, many states have proposed or enacted new laws or amended existing laws and we expect them to continue to do so in the future.
Meanwhile, the NLRB also modified its own independent contractors test in June 2023 and issued a new standard for determining whether two businesses are joint employers under the NLRA in October 2023. We do not believe that we are a joint employer under any law or rule, or that these rule changes impact our status as a co-employer.
We do not believe that we are a joint employer under any law or rule, or that past or proposed rule changes impact our status as a co-employer.
Our clients experienced staffing reductions in the technology and professional services sectors, while staffing levels rose in other sectors such as main street and nonprofit. Other industries remained stable. Overall in 2024, net hiring was low relative to our historical experience. • Continued Insurance Cost Variability and Volatility .
The extent of net staffing changes can differ based on industry and geographic region. In 2025, our clients experienced modest staffing reductions across all of our verticals. Overall in 2025, net hiring was low relative to our historical experience. • Continued Insurance Cost Variability and Volatility .
This transition from our HRIS offering to our ASO offering will result in not only a significant change in the level of service but also price for our clients currently using HRIS. As a result, we anticipate significant attrition in our existing HRIS client population during 2025.
The transition from our prior HRIS offering to our ASO offering in 2025 resulted in increased attrition from our prior HRIS population, as our ASO offering provided a significant increase in the level of services offered alongside a price increase. These losses were partially offset by an increase in clients for our ASO services.
Our PEO services offer our clients our most complete HCM solution generally including all of the services described below. ASO Services Until recently, we offered a SaaS-only solution as the primary offering of our HRIS services. We are however currently transitioning this SaaS-only solution to offerings that combine the SaaS solution with a significant service component.
Our PEO services offer our clients our most complete HCM solution within the co-employment model and generally include all of the services described below. ASO Services Our ASO services, which includes our “HR Plus” product, consist of a SaaS solution with a significant service TRINET 5 2025 FORM 10-K BUSINESS Table of Contents component.
Removed
For further discussion of our insurance programs, including policies where we reimburse our carriers for certain amounts relating to claims, refer to Note 1 in Part II, Item 8. Financial Statements and Supplementary Data, of this Form 10-K. We also offer PEO clients the option to obtain their own client-sponsored benefits through our OMS product family.
Added
Second, we offer our clients a premium HR advisory experience featuring high-touch services and efficient issue resolution, to yield a high level of customer satisfaction and retention. Finally, we believe our risk-based model allows our clients to better manage their benefits costs over the long term.
Removed
The additional responsibilities that PEOs assume, and risks that PEOs manage, for our PEO clients is a key difference between our PEO and ASO services. TRINET 9 2024 FORM 10-K BUSINESS Table of Contents Market Trends and Developments Affecting Our Business The U.S. economy grew modestly during 2024 with unemployment remaining steady while inflation stabilized during the year.
Added
In late 2024, we began undertaking certain transformation initiatives to support our goals of being "best in benefits, best in platform, best in service." These initiatives are designed to evolve the technology and processes we use to support our sales and marketing efforts and our core customer-facing operational activities, enhance our customer support model, provide industry-leading best in benefits offerings and strengthen our talent and culture, while supporting our revenue growth, margin improvement and productivity.
Removed
Nearly all of our revenues are generated within the United States and its territories and substantially all our long-lived assets are located in the United States.
Added
We have increased and are continuing to increase our use of technological solutions and AI in how we operate our business, including our up-front client consulting services, our sales and retention practices, and lead generation, which we believe has led and will continue to lead to stronger customer engagement measured through our net promoter score.
Removed
Our Sales and Marketing Organizations We sell our solutions through our sales organization, offering our solutions directly to clients and through key strategic partnerships with brokers and other channel partners. We have aligned our PEO sales organization by industry vertical with the goal of growing profitable market share in targeted industries.
Added
In 2025, we expanded our ASO service offering to include HR Plus which is a SaaS solution combined with our distinctive high-level of service. We believe our success with our ASO service has been enabled by our deep knowledge of and expertise with HR and the challenges faced by SMBs.
Removed
Our PEO vertical approach deepens our network of relationships and gives us an understanding of the unique HR needs facing SMBs in those industries. Our sales representatives are supported by marketing, brand, lead generation efforts, and referral sources and networks. We increasingly use technology and remote communication tools to engage with customers and prospects virtually.
Added
In addition, in 2025 we announced plans to launch TriNet Assistant, which we expect to be a suite of human-centered, AI-powered capabilities designed to deliver intelligent and responsive HR support with privacy and security controls for our clients, which we expect to launch in 2026.
Removed
TRINET 11 2024 FORM 10-K BUSINESS Table of Contents Our marketing organization supports our sales representatives across the entire customer journey, from brand awareness and lead generation to customer nurturing, and leverages referral sources and networks. We increasingly utilize technology and remote communication tools to engage with customers and prospective customers effectively.
Added
As of December 31, 2025, we had approximately 39,700 ASO Users and approximately 18,600 legacy HRIS Users.
Removed
To connect with SMBs, we leverage diverse channels, including sponsorships with associations and aligned brands. Key initiatives include promoting our PEO and ASO services through both physical and virtual events and workshops. Programs such as TriNet PeopleForce, monthly PEO, and ongoing ASO virtual events allow us to target specific verticals and geographic markets.
Added
TRINET 8 2025 FORM 10-K BUSINESS Table of Contents Our ASO Model For clients that seek a less comprehensive set of services not involving co-employment, we offer ASO services that reduce the responsibility and liability that we assume when providing such services. For example, while we may facilitate payroll processing for ASO clients, TriNet is not the employer of record.
Removed
As a sponsor of the Small Business Association’s National Small Business Week, we also host a dedicated week-long event to deliver valuable, targeted content to the SMB community. During these events, we frequently include specialists and customers to provide actionable, real-world insights.
Added
We believe that ASO services represent a substantial share of the market for outsourced HR services. Our Technology and Service Development Efforts We continued to make significant investments in our technology platform.
Removed
We seek to generate sales opportunities, build brand awareness, enhance client retention, and establish our reputation as an HCM thought leader in key industry verticals through marketing alliances and indirect channels. These include partnerships with insurance brokers, accounting firms, venture capital firms, incubators and industry associations.
Added
Our Sales and Marketing Organizations We market and sell our HCM solutions through a combination of direct sales and strategic partnerships. Our sales organization is structured by industry vertical, which allows us to focus on the distinct needs of SMBs within targeted sectors and to drive more efficient customer acquisition.
Removed
Our digital marketing programs aim to drive awareness, generate interest, and capture leads across our portfolio. These efforts encompass digital advertising, search engine marketing, retargeting, and email campaigns. Our marketing and corporate communications teams lead efforts to building brand awareness, overseeing reputation management, driving lead generation, retaining customers, and delivering relevant thought leadership to the SMB community.
Added
In addition to our direct sales force, we generate new business through relationships with brokers and other channel partners, which continue to be a meaningful source of referrals. Our marketing activities support these channels by building brand awareness, generating leads, and providing tools and content that facilitate the customer evaluation and onboarding process.
Removed
The team manages our website and other owned properties, creates content for outbound and inbound channels, and supports sales enablement, promotional campaigns, brand initiatives, and partner enablement. In 2024, we also published “The State of the Workplace”, which provided a comprehensive analysis of both employer and employee perspectives in the U.S. small business community.
Added
We utilize a mix of digital and traditional marketing methods to reach prospective clients, including online advertising, website engagement, and participation in industry and small‑business‑focused events. Our brand and communications functions also support customer engagement and retention through regular updates, educational resources, and other client‑facing communications.
Removed
Additionally, our Corporate Communications and Editorial team is responsible for managing our press and media relations, overseeing internal and external communications, driving organic social media initiatives, and developing comprehensive crisis communication strategies to safeguard and further enhance our reputation.

… 31 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

92 edited+31 added−14 removed140 unchanged
Biggest changeIn addition, the trading price of our common stock is subject to fluctuation in response to a variety of factors, including the factors above and below, many of which are not within our control, including, without limitation: • the overall performance of the equity markets, • any trading activity, or a market expectation regarding such activity, by our directors, executive officers and significant stockholders, • the economy as a whole, and its impact on SMBs and our clients, • the performance and market perception of companies that investors believe are similar to us, • changes in the interest rates and financial performance of our cash investments, which may increase during periods of high inflation and market volatility and impact our interest income, • any significant changes in the liquidity of our common stock, and • market acceptance of our performance across non-financial factors, including evolving environmental, social, and governance factors favored by investors and required by regulators.
Biggest changeIn addition, the trading price of our common stock is subject to fluctuation in response to a variety of factors, including the factors above and below, many of which are not within our control, including, without limitation: • the overall performance of the equity markets, our competitors or our common stock, TRINET 26 2025 FORM 10-K RISK FACTORS Table of Contents • any trading activity by our directors, executive officers and significant stockholders, • the economy as a whole, and its impact on SMBs and our clients, and • any significant changes in the liquidity of our common stock.
Our current and potential future international operations are subject to certain risks, including: • fluctuations in foreign currency exchange rates and global market volatility; • difficulties and costs of staffing and managing foreign operations, including cultural and language differences and additional employment regulations, union workforce negotiations and potential disputes; • geopolitical, economic or social instability or military conflict; • natural disasters, terrorist attacks and other events over which we have no control; • compliance with local laws and regulations, including privacy and security laws and regulations; • compliance with laws governing doing business outside the United States, including foreign or domestic legal and regulatory requirements resulting in the imposition of new or more onerous sanctions and anti-corruption laws, export and import controls, trade restrictions, tariffs, duties, taxes, embargoes, exchange or other government controls; • laws and business practices favoring local companies; and • management of potentially adverse tax consequences from India, the United States, or both, as a result of our multi-jurisdiction operations.
Our current and potential future international operations are subject to certain risks, including: • fluctuations in foreign currency exchange rates and global market volatility; • difficulties and costs of staffing and managing foreign operations, including cultural and language differences and additional employment regulations, union workforce negotiations and potential disputes; • geopolitical, economic or social instability or military conflict; • natural disasters, terrorist attacks and other events over which we have no control; • compliance with local laws and regulations, including privacy and security laws and regulations; • compliance with laws governing doing business outside the United States, including foreign or domestic legal and regulatory requirements resulting in the imposition of new or more onerous sanctions and anti-corruption laws, export and import controls or other trade restrictions, tariffs, duties, taxes, embargoes, exchange or other government controls; • laws and business practices favoring local companies; and • management of potentially adverse tax consequences from India, the United States, or both, as a result of our multi-jurisdiction operations.
A violation of a sanction or embargo program, or of the FCPA, or similar laws prohibiting certain payments to governmental officials, could subject us, and individual employees, to a regulatory enforcement action as well as significant civil and criminal penalties which could adversely impact our business and operations.
A violation of a sanction or embargo program, or of the FCPA, or similar laws prohibiting certain payments to governmental officials, could subject us, and individual employees, to regulatory enforcement action as well as significant civil and criminal penalties which could adversely impact our business and operations.
Volatility in equity capital markets may materially and adversely affect our ability to fund our business through public or private sales of equity securities or debt restructuring. Rising interest rates and/or instability in the banking and finance industries may reduce our access to debt capital.
Volatility in the debt and equity capital markets may materially and adversely affect our ability to fund our business through public or private sales of equity securities or debt restructuring. Rising interest rates and/or instability in the banking and finance industries may reduce our access to debt capital.
Our credit facility and the indentures governing the 2029 Notes and the 2031 Notes contain, and any future indebtedness of ours would likely contain, a number of restrictive covenants that impose significant operating and financial restrictions on us subject to customary exceptions, including restricting our ability to: • incur, assume or prepay debt or incur or assume liens, • pay dividends or distributions or redeem or repurchase capital stock, • make loans, investments or acquisitions, • enter into sale-leaseback transactions, • enter into new lines of business, • complete a significant corporate transaction, such as a merger or sale of our company or its assets, and • enter into agreements that prohibit the incurrence of liens or the payment by our subsidiaries of dividends and distributions.
Our revolving credit facility and the indentures governing the 2029 Notes and the 2031 Notes contain, and any future indebtedness of ours would likely contain, a number of restrictive covenants that impose significant operating and financial restrictions on us subject to customary exceptions, including restricting our ability to: • incur, assume or prepay debt or incur or assume liens, • pay dividends or distributions or redeem or repurchase capital stock, • make loans, investments or acquisitions, • enter into sale-leaseback transactions, • enter into new lines of business, • complete a significant corporate transaction, such as a merger or sale of our company or its assets, and • enter into agreements that prohibit the incurrence of liens or the payment by our subsidiaries of dividends and distributions.
Our failure to comply with the restrictions and the other terms and conditions under our credit facility and the indentures governing the 2029 Notes and the 2031 Notes could result in a default, which in turn could result in the termination of the lenders’ commitments to extend further credit to us under our credit facility and acceleration of a substantial portion of these borrowings before their due date.
Our failure to comply with the restrictions and the other terms and conditions under our revolving credit facility and the indentures governing the 2029 Notes and the 2031 Notes could result in a default, which in turn could result in the termination of the lenders’ commitments to extend further credit to us under our revolving credit facility and acceleration of a substantial portion of these borrowings before their due date.
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, our clients can and do freeze hiring, terminate or furlough 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.
The expectations of our clients and prospective clients in these areas change over time as a result of many factors outside of our control, such as competition, regulatory and technical changes, and changing trends in the demands employees place on SMB employers.
The expectations of our clients and prospective clients in these areas change over time as a result of many factors outside of our control, such as competition, regulatory and technical changes, technological changes, and changing trends in the demands employees place on SMB employers.
We are subject to various federal, state and local laws, rules, and regulations, as well as contractual obligations, relating to the collection, storage, use, retention, security, disclosure, transfer and other processing of confidential, sensitive and personal information.
We are subject to various international, federal, state and local laws, rules, and regulations, as well as contractual obligations, relating to the collection, storage, use, retention, security, disclosure, transfer and other processing of confidential, sensitive and personal information.
Estimating these accrued costs requires us to consider a number of factors, such as the components of MCT, seasonal trends and the impact of events such as the COVID-19 pandemic, which requires significant judgment.
Estimating these accrued costs requires us to consider a number of factors, such as the components of MCT, seasonal trends and the impact of events such as the COVID-19 global pandemic, which requires significant judgment.
We regularly experience client attrition and decreases in new client sales due to a variety of factors that are difficult for us to control or predict, including the overall national economic conditions, client mergers and acquisitions, changes in medical utilization and related costs, client business failure and liquidity issues, the effects of competition, and client decisions to administer all or a portion of their HR needs in-house without using our services.
We regularly experience client attrition and decreases in new client sales due to a variety of factors that are difficult for us to control or predict, including the overall global and national economic conditions, client mergers and acquisitions, changes in medical utilization and related costs, client business failure and liquidity issues, the effects of competition, pricing of our services, and client decisions to administer all or a portion of their HR needs in-house without using our services.
If any of those geographic regions suffers a downturn, even if the economy at the national level remains strong, or experiences higher than expected medical services utilization, due to regional health issues, the portion of our business attributable to clients in that region could be adversely affected, which could have a material adverse effect on our financial condition or results of operations.
If any of those geographic regions suffers a downturn, even if the economy at the national level remains strong, or experiences higher than expected medical services utilization, due to regional health issues or other regional specific issues, the portion of our business attributable to clients in that region could be adversely affected, which could have a material adverse effect on our financial condition or results of operations.
Item 1A. Risk Factors Below is a discussion of the risks that we believe are significant to our business. These risks are not the only ones we face.
Item 1A. Risk Factors Below is a discussion of the risks that we face and believe are significant to our business. These risks are not the only ones we face.
Any such incidents, even if not initially directed at TriNet, could also have a material adverse effect on our business operations, result in liability, fines and penalties or other regulatory sanctions, a loss of confidence in our ability to provide our services, and/or harm our reputation and relationships with current or potential clients.
Any such incidents, even if not initially directed at us, could also have a material adverse effect on our business operations, result in liability, fines and penalties or other regulatory sanctions, a loss of confidence in our ability to provide our services, and/or harm our reputation and relationships with current or potential clients.
Although we believe that we qualify as an employer of WSEs under the Code, we cannot assure you that the IRS will not challenge our position or continue to provide favorable determination letters. Moreover, the IRS' 401(k) guidance and qualification requirements are not applicable to the operation of our cafeteria plans.
Although we believe that we qualify as an employer of WSEs under the Code, we cannot assure you that the IRS will not challenge our position or continue to provide favorable determination letters. Moreover, the IRS's 401(k) guidance and qualification requirements are not applicable to the operation of our cafeteria plans.
We will continue to vigorously defend our opinion that we are the sole employer of our WSEs for the purposes of Sections 3(5) and 3(40) of ERISA, and therefore that our health plans are single employer plans entitled to ERISA’s preemption of applicable state laws.
We will continue to vigorously defend our opinion that we are the sole employer of WSEs for the purposes of Section 3(5) and 3(40) of ERISA, and therefore that our health plans are single employer plans entitled to ERISA’s preemption of applicable state laws.
For example, we have significant concentrations of PEO clients in California, New York, Florida, Texas and Massachusetts, which account for approximately 64% in aggregate of our paid WSEs for the year ended December 31, 2024.
For example, we have significant concentrations of PEO clients in California, New York, Florida, Texas and Massachusetts, which account for approximately 64% in aggregate of our paid WSEs for the year ended December 31, 2025.
We have and will continue to devote substantial time, money and management resources to these projects. Managing these projects also typically requires changes to our internal operational, financial and management controls as well as our reporting systems and procedures.
We expect to and will continue to devote substantial time, money and management resources to these projects. Managing these projects also typically requires changes to our internal operational, financial and management controls as well as our reporting systems and procedures.
We must comply with constantly evolving, data privacy, AI and security laws and regulations, which may require substantial costs or changes to our business, and any actual or perceived compliance failure could result in reduced revenue, increased costs, liability claims, regulatory penalties, and damage to our reputation.
We must comply with constantly-evolving privacy, data protection, AI and cybersecurity laws and regulations, which may require substantial costs or changes to our business, and any actual or perceived compliance failure could result in reduced revenue, increased costs, liability claims, regulatory penalties, and damage to our reputation.
In order to attract and retain clients, we believe that we must compete in our industry effectively on the basis of the value proposition that we deliver to our clients, which includes • client experience and satisfaction, • the relevance and cost-effectiveness of our PEO benefit plans, • our PEO vertical market expertise, • our service and product pricing, • our brand awareness and reputation, • our ability to innovate and respond to client needs and regulatory mandates rapidly, • the performance of our online and mobile solutions, software and technology platforms, and • our human resources subject matter expertise.
In order to attract and retain clients, we believe that we must compete in our industry effectively on the basis of the value proposition that we deliver to our clients, which includes • client experience and satisfaction, • the relevance and cost-effectiveness of our PEO benefit plans, • our PEO vertical market expertise, • our service and product pricing, • our brand awareness and reputation, • our ability to innovate, provide innovative solutions and software and technology platforms and respond to client needs and regulatory mandates rapidly, • the performance, reliability and ease of use of our online and mobile solutions, software and technology platforms, and • our human resources subject matter expertise.
We expect that we will continue to experience competitive pricing pressure and competition from new technologies and HCM service models, any one of which could have a material adverse effect on our business. We may not be able to keep pace with changes in technology or provide timely enhancements to our solutions and support.
We expect that we will continue to experience competitive pricing pressure and competition from new technologies and HCM service models, any one of which could have a material adverse effect on our business. We may not be able to keep pace with changes in technology, including as a result of AI, or provide timely enhancements to our solutions and support.
We cannot guarantee that our efforts will achieve our goals in a timely or cost-effective manner or at all, and we cannot guarantee that we can carry out these projects without a negative impact on our day-to-day operations and client satisfaction.
We cannot guarantee that our efforts will achieve our goals in a timely or cost-effective manner or at all, and we cannot guarantee that we can carry out these projects without a negative impact on our day-to-day operations, current service offerings and client satisfaction.
We have acquired, and may in the future acquire, other businesses and technologies, which can divert management's attention and create integration risks and other risks for our business. We have completed numerous acquisitions of other businesses and technologies over the years, and we expect that we will continue to pursue future acquisitions.
We have acquired, and may in the future acquire, other businesses and technologies, which can divert management's attention and create integration risks and other risks for our business. We have completed numerous acquisitions of other businesses and technologies in the past, and we expect that we will continue to pursue future acquisitions.
For example, for a variety of reasons, including due to changes in industry or client focus, compensation structure, third-party competition for sales talent and other factors we have experienced elevated sales force attrition in the TRINET 21 2024 FORM 10-K RISK FACTORS Table of Contents past and may experience it in the future.
For example, for a variety of reasons, including due to changes in industry or client focus, compensation structure, third-party competition for sales talent and other factors we have experienced elevated sales force attrition in the TRINET 17 2025 FORM 10-K RISK FACTORS Table of Contents past and may experience it in the future.
We have experienced both favorable and unfavorable insurance cost variability due to claims activity in the past and could have similar or worse experiences in the future. Refer to Critical Accounting Judgments and Estimates in Part II, Item 7. MD&A, of this Form 10-K for further discussion of these estimates.
We have experienced both favorable and unfavorable insurance cost variability due to claims activity in the past and expect that, at times, we could have similar or worse experiences in the future. Refer to Critical Accounting Judgments and Estimates in Part II, Item 7. MD&A, of this Form 10-K for further discussion of these estimates.
These laws and regulations cover a diverse range of topics, including employer status, employee and independent contractor classifications, employee benefits, health and retirement plans, workers' compensation, banking and money transmission, employment and payroll tax, worksite safety, insurance, wage and hour, anti-discrimination, and many topics specific to the industries of our clients.
These laws and regulations cover an extensive range of topics, including employer status, employee and independent contractor classifications, employee benefits, health and retirement plans, workers' compensation, banking and money transmission, employment and payroll tax, worksite safety, insurance, wage and hour, anti-discrimination, and many topics specific to the industries of our clients.
If it were ultimately determined that health plans sponsored by TriNet are multiple employer plans and subject to potential regulation at the state level, we would likely adjust our business model and the manner in which we provide employee health benefits to WSEs.
If it were ultimately determined that health plans we sponsor are multiple employer plans and subject to potential regulation at the state level, we would likely adjust our business model and the manner in which we provide employee health benefits to WSEs.
Many of these factors are outside our control, and the variability and unpredictability of these factors have in the past and could in the future cause us to fail to meet our expectations and the expectations of investors and any industry analysts who cover our shares, which could result in a decline in our share price and reduced liquidity in our shares.
The variability and unpredictability of these factors have in the past and could in the future cause us to fail to meet our expectations and the expectations of investors and any industry analysts who cover our shares, which could result in a decline in our share price and reduced liquidity in our shares.
From time to time, our board of directors authorizes increases to our stock repurchase program and has approved an aggregate total of $2,715 million as of December 31, 2024. The total remaining authorization for future stock repurchases under our stock repurchase program was $251 million as of December 31, 2024.
From time to time, our board of directors authorizes increases to our stock repurchase program and has approved an aggregate total of $2,715 million as of December 31, 2025. The total remaining authorization for future stock repurchases under our stock repurchase program was $68 million as of December 31, 2025.
Any actual or attempted cyber-attack, breach, disclosure or other data-related incident, could result in data loss, the unauthorized access or use of personally identifiable information, or business interruption, which could have a material adverse effect on our business, reputation, financial condition or results of operation.
Any actual or attempted cyber-attack, breach, disclosure or other data-related incident, could result in data loss, the unauthorized access or use of personally identifiable information, theft of sensitive information or our clients’ or our own funds, or business interruption, which could have a material adverse effect on our business, reputation, financial condition or results of operation.
Regulations that change existing definitions and classifications of employers, employees and independent contractors could affect the types of client employees we can support through our PEO and ASO services, the way in which we provide TriNet-sponsored benefits to our WSEs, the way in which we report and remit payroll taxes to tax authorities, and our legal liability for the actions and inactions of our clients, which may negatively impact client demand for the services we provide, require us to modify or change how we operate our business and have a material adverse effect on our business and results of operations.
Regulations that change existing definitions and classifications of employers, employees and independent contractors could affect the types of client employees we can support through our PEO and ASO services, the way TRINET 24 2025 FORM 10-K RISK FACTORS Table of Contents in which we provide our sponsored benefits to our WSEs, the way in which we report and remit payroll taxes to tax authorities, and our legal liability for the actions and inactions of our clients, which may negatively impact client demand for the services we provide, require us to modify or change how we operate our business and have a material adverse effect on our business and results of operations.
For instance, in the past we have been required to provide access to health benefits to WSEs even when the cost of providing those benefits exceeded the service fees received from our clients. The extent of our responsibility for other aspects of our co-employer relationship with WSEs remains subject to regulatory uncertainty at the federal, state and local levels.
For instance, at times we are required to provide access to health benefits to WSEs even when the cost of providing those benefits exceeded the service fees received from our clients. The extent of our responsibility for other aspects of our co-employer relationship with WSEs remains subject to regulatory uncertainty at the federal, state and local levels.
TriNet does not need to be the direct target of such cyber-attacks, breaches, disclosures or other data-related incidents, for them to have a material adverse effect on our operations.
We do not need to be the direct target of such cyber-attacks, breaches, disclosures or other data-related incidents, for them to have a material adverse effect on our operations.
Acquisitions involve numerous risks, some of which we have experienced in the past and which we may experience in the future, including: • over-valuing and over-paying for businesses and technologies, • increased operating costs and unanticipated costs to successfully integrate the clients and WSEs, operations, systems, technologies, services, personnel and other stakeholders of the acquired business, • establishing or maintaining required internal controls, procedures and policies for the acquired business, • unanticipated costs and risks arising from the unique corporate culture and risk appetite of acquired businesses, • diversion of management’s attention from other business concerns, • litigation resulting from the activities of the acquired business, • insufficient revenues, insurance or seller indemnification to offset increased expenses associated with the acquisitions and unanticipated liabilities of the acquired businesses, • entering markets in which we have no prior experience and may not succeed, and • potential loss of key employees or key clients of the acquired business as a result of the acquisition or integration of the acquired business.
Acquisitions involve numerous risks, some of which we have experienced in the past and which we may experience in the future, including: • over-valuing and over-paying for businesses and technologies, • increased indebtedness, • increased operating costs and unanticipated costs to successfully integrate the clients and WSEs, operations, systems, technologies, services, personnel and other stakeholders of the acquired business, • establishing or maintaining required internal controls, procedures and policies for the acquired business, • unanticipated costs and risks arising from the unique corporate culture and risk appetite of acquired businesses, • diversion of management’s attention from other business concerns, • unforeseen liabilities or litigation resulting from the activities of the acquired business, TRINET 19 2025 FORM 10-K RISK FACTORS Table of Contents • insufficient revenues, insurance or seller indemnification to offset increased expenses associated with the acquisitions and unanticipated liabilities of the acquired businesses, • impairment of intangible assets, • entering markets in which we have no prior experience and may not succeed, and • potential loss of key employees or key clients of the acquired business as a result of the acquisition or integration of the acquired business.
For example, as we continue to expand our operations in India, we are also entering a new labor market. If we are unable to attract and retain qualified personnel, in either or both of the US and India (or any other jurisdiction into which we expand), our business may suffer.
For example, as we continue to expand our operations in India, we face the challenges of a different labor market. If we are unable to attract and retain qualified personnel, in either or both of the US and India (or any other jurisdiction into which we expand), our business may suffer.
We are subject to claims, lawsuits, government investigations, and other legal and regulatory proceedings arising from the ordinary course of our business. Refer to Note 9 in Part II, Item 8. Financial Statements and Supplementary Data, of this Form 10-K for additional information about the legal proceedings we are currently involved in and future proceedings that we may face.
We are subject to claims, lawsuits, government investigations, and other legal and regulatory proceedings arising from the ordinary course of our business. Refer to Note 9 in Part II, Item 8. Financial Statements and Supplementary Data, of this Form 10-K for additional information.
Given the rapid development of cybersecurity and data privacy laws, we may be required to incur significant, unexpected compliance costs and we may be exposed to significant penalties or liability for non-compliance, the possibility of fines, lawsuits (including class action privacy litigation), regulatory investigations, criminal or civil sanctions, audits, adverse media coverage, public censure, other claims, significant costs for remediation and damage to our reputation, all of which could have a material adverse effect on our business and operations.
We may be exposed to significant penalties or liability for non-compliance, the possibility of fines, lawsuits (including class action privacy litigation), regulatory investigations, criminal or civil sanctions, audits, adverse media coverage, public censure, other claims, significant costs for remediation and damage to our reputation, all of which could have a material adverse effect on our business and operations.
If our current and future projects are delayed or unsuccessful, of if any changes to our controls, reporting systems, or procedures are deficient, client satisfaction may suffer, we may lose clients or fail to onboard new clients at expected rates, and we may incur substantial unanticipated costs to complete these projects.
If our current and future projects are delayed or unsuccessful, of if any changes to our controls, reporting systems, or procedures are deficient, prices of our services may increase, client satisfaction may suffer, we may experience significant client attrition or fail to onboard new clients at expected rates, and we may incur substantial unanticipated costs to complete these projects.
We have been and will be undertaking certain transformation initiatives, which are designed to evolve the technology we use to support our sales and marketing efforts and our financial and reporting systems, enhance our customer support model, provide industry-leading benefits offerings and strengthen our talent and culture, while supporting our revenue growth, margin improvement and productivity.
We have been and will be undertaking certain transformation initiatives, which are designed to evolve the technology and processes we use to support our sales and marketing efforts and our core customer-facing operational activities, enhance our customer support model, provide industry-leading benefits offerings and strengthen our talent and culture, while supporting our revenue growth, margin improvement and productivity.
Other threats include inadvertent security breaches or disclosures, misuse or unauthorized access or other improper actions by our colleagues, clients, WSEs, service providers and other business partners. Cyber-attacks, breaches, disclosures and other data-related incidents are increasing in frequency and evolving in nature.
Other threats include inadvertent security breaches or disclosures, misuse or unauthorized access or other improper actions by our colleagues, clients, WSEs, service providers and other business partners. Cyber-attacks, breaches, disclosures and other data-related incidents are increasing in frequency and evolving in nature (including due to the use of AI).
As of January 31, 2025, Atairos beneficially owned approximately 37% of our outstanding common stock, and all of our directors, executive officers and their affiliates, including Atairos, beneficially own, in the aggregate, approximately 37% of our outstanding common stock.
As of January 31, 2026, Atairos beneficially owned approximately 38% of our outstanding common stock, and all of our directors, executive officers and their affiliates, including Atairos, beneficially own, in the aggregate, approximately 39% of our outstanding common stock.
Our future success will depend on our ability to: enhance our current solutions and introduce new solutions in order to keep pace with solutions offered by our competitors. We continue to make significant investments related to the development of new technology.
Accordingly, our future success will depend on our ability to: enhance our current solutions and introduce new solutions in order to keep pace with solutions offered by our competitors, and to market those solutions effectively to existing and potential clients. We continue to make significant investments related to the development of new technology.
The loss of any one or more of our key insurance vendors in these areas, or our inability to partner with the most desirable carriers in these areas, could have a material adverse effect on our financial condition and results of operations.
The loss of any one or more of our key insurance vendors in these areas, including, without limitation, for any legal, political, or economic reasons, or our inability to partner with the most desirable carriers in these areas, could have a material adverse effect on our financial condition and results of operations.
TRINET 23 2024 FORM 10-K RISK FACTORS Table of Contents Depending on the applicable jurisdiction, these laws may be more stringent or broader in scope, or offer greater individual rights, with respect to confidential, sensitive and personal information than federal, international or other state laws, and such laws may differ from each other, which may complicate compliance efforts, requiring attention to changing regulatory requirements.
Depending on the applicable jurisdiction, these laws may be more stringent or broader in scope, or offer greater individual rights, with respect to confidential, sensitive and personal information than federal, international or other state laws, and such laws may differ from each other, which may complicate compliance efforts, requiring attention to changing regulatory requirements.
Business, of this Form 10-K, whether they apply to employers generally or specifically to PEOs or to our co-employment relationships could: TRINET 24 2024 FORM 10-K RISK FACTORS Table of Contents • reduce or eliminate the value and benefits that clients realize by using our services, • change or eliminate the types of services we provide, • require us to make significant changes to how we do business and provide services, • require us to modify our current business practices or operations, • affect the extent and type of employee benefits that employers and co-employers can or must provide employees, • alter the amount, timing and type of taxes employers, co-employers, clients and WSEs are required to pay and that we must manage for and collect from our clients, • increase the cost and complexity of the licensing requirements for our business operations, • create or increase our liability and responsibilities to our clients and WSEs, and/or • mandate new compliance requirements, disclosures or services.
Any new laws, changes in existing laws, or any adverse application, interpretation or enforcement of new or existing laws, whether they apply to employers generally or specifically to PEOs or to our co-employment relationships could: • reduce or eliminate the value and benefits that clients realize by using our services, • change or eliminate the types of services we provide, • require us to make significant changes to how we do business and provide services, • require us to modify our current business practices or operations, • affect the extent and type of employee benefits that employers and co-employers can or must provide employees, • alter the amount, timing and type of taxes employers, co-employers, clients and WSEs are required to pay and that we must manage for and collect from our clients, TRINET 22 2025 FORM 10-K RISK FACTORS Table of Contents • increase the cost and complexity of the licensing requirements for our business operations, • cause us to modify how we earn interest from client funds, which could reduce the income we earn from those funds, • create or increase our liability and responsibilities to our clients and WSEs, and/or • mandate new compliance requirements, disclosures or services.
These initiatives, or our failure to successfully manage them, could result in unintended consequences or unforeseen costs, including distraction of our management and employees, attrition, inability to attract or retain key personnel, and reduced employee productivity, which could adversely affect our business, financial condition, and results of operations.
In addition to the complexity of our efforts to expand our operations at our new office in Hyderabad, India, these initiatives, or our failure to successfully manage them, could result in unintended consequences or unforeseen costs, including distraction of our management and employees, attrition, inability to attract or retain key personnel, and reduced employee productivity, which could adversely affect our business, financial condition, and results of operations.
Our future operating results and stock price are subject to fluctuations and quarterly variations based upon a variety of factors, many of which are not within our control, including, without limitation: • the volume and severity of health and workers' compensation insurance claims made by our WSEs, recorded as part of our insurance costs, and the timing of related claims information provided by our insurance carriers, • the amount and timing of our insurance premiums and other insurance costs, operating expenses and capital expenditures, • the number of our new clients and the number of WSEs employed by each new client, • the retention or loss of existing clients, for any reason, including third-party acquisition, • a reduction in the number of WSEs employed by existing clients, • a reduction in the rate of WSE hiring by existing clients, • the timing of client payments and payment defaults by clients, • the costs associated with our acquisitions of companies, assets and technologies, • any payments or draw downs on our credit facility, TRINET 28 2024 FORM 10-K RISK FACTORS Table of Contents • any unanticipated expenses, such as litigation or other dispute-related settlement payments and compliance expenses arising from changes in regulations or regulatory enforcement, • any expenses we incur for geographic and service expansion and service enhancements, • any changes in laws or adverse interpretation or enforcement of laws, which may require us to change the manner in which we operate and/or increase our regulatory compliance costs, • any changes in our effective tax rate, • the issuance of common stock or debt to pay for future acquisitions, which could dilute our stockholders or subject us to significant debt service obligations, • the repurchase of our common stock under our stock repurchase program or otherwise, which could impact earnings per share and increase the ownership percentage of non-participating stockholders, • amortization expense, or the impairment of intangible assets and goodwill, associated with past or future acquisitions, and • the impact of new accounting pronouncements.
Our operating results and stock price have fluctuated and may continue to fluctuate and vary based upon a variety of factors, many of which are not within our control, including, without limitation: • the volume and severity of health and workers' compensation insurance claims made by our WSEs, recorded as part of our insurance costs, and the timing of related claims information provided by our insurance carriers, • the amount and timing of our insurance premiums and costs, operating expenses and capital expenditures, • the number of our new clients and the number of WSEs employed by each new client, • the retention or loss of existing clients, for any reason, including third-party acquisition, • a reduction in the number of WSEs employed by or a reduction in WSE hiring by existing clients, • the timing of client payments and payment defaults by clients, • the costs associated with our acquisitions of companies, assets and technologies, • any unanticipated expenses, such as litigation or other dispute-related settlement payments and compliance expenses arising from changes in regulations or regulatory enforcement, • any expenses we incur for geographic and service expansion and service enhancements, • any changes in laws or adverse interpretation or enforcement of laws, which may require us to change the manner in which we operate and/or increase our regulatory compliance costs, • the issuance of common stock or debt to pay for future acquisitions, which could dilute our stockholders or subject us to significant debt service obligations, and • the repurchase of our common stock under our stock repurchase program or otherwise, which could impact earnings per share and increase the ownership percentage of non-participating stockholders.
We have, for example, experienced office closures on the east coast on multiple occasions over the past few years due to hurricane and storm threats, in Texas due to climate-related power grid issues, and in California due to increased wildfire threats in the state.
We have, for example, experienced office closures on the east coast due to hurricane and storm threats, in Texas due to climate-related power grid issues, and in California due to increased wildfire threats.
TRINET 22 2024 FORM 10-K RISK FACTORS Table of Contents Due to the size and complexity of our technology platform and services, the amount of confidential, sensitive and personal information that we store, we and our service providers are potentially susceptible to a variety of intentional or inadvertent cyber-attacks, breaches, disclosures and other data-related incidents and threats.
Due to the size and complexity of our technology platform and services, the amount of confidential, sensitive and personal information that we store, we and our service providers are potentially susceptible to a variety of intentional or inadvertent cyber-attacks, breaches, disclosures and other data-related incidents and threats.
In addition, broad adoption of our services in certain geographic regions or industries may make it more difficult for us to obtain competitive health and/or workers' compensation insurance rates due to concentration of clients within a particular region or industry.
TRINET 18 2025 FORM 10-K RISK FACTORS Table of Contents In addition, broad adoption of our services in certain geographic regions or industries may make it more difficult for us to obtain competitive health and/or workers' compensation insurance rates due to concentration of clients within a particular region or industry.
Accordingly, we may need to engage in equity or debt financing activities to secure additional funds or restructure our existing debt. However, additional funds may not be available or we may not be able to restructure our existing debt when we need to on terms that are acceptable to us, or at all.
However, additional funds may not be available or we may not be able to restructure our existing debt when we need to on terms that are acceptable to us, or at all.
As a result, current or future laws (including product liability regimes), regulatory or self-regulatory requirements or ethical considerations, including our own published, guiding ethical principles regarding AI and ML, could restrict or impose burdensome and costly requirements on our ability to leverage data and/or these technologies in innovative ways.
As a result, the ability to provide data-driven insights and otherwise leverage AI and ML may be constrained by current or future laws (including product liability regimes), regulatory or self-regulatory requirements or ethical considerations, including our own guiding ethical principles regarding AI and ML, that could restrict or impose burdensome and costly requirements on our ability to leverage data and/or these technologies in innovative ways.
We may be unable to recover costs related to TRINET 19 2024 FORM 10-K RISK FACTORS Table of Contents 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.
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.
Generally, the tests used under the Code or ERISA are designed to evaluate whether an individual is an independent contractor or employee, and they confer substantial weight to whether a purported employer has the right to direct and control the details of an individual's work.
Generally, the tests used under the Code or ERISA are designed to evaluate whether an individual is an independent contractor or employee, and they confer substantial weight to whether a purported employer has the right to direct TRINET 23 2025 FORM 10-K RISK FACTORS Table of Contents and control the details of an individual's work.
TRINET 31 2024 FORM 10-K PROPERTIES, LEGAL PROCEEDINGS AND MINE SAFETY DISCLOSURES Table of Contents
TRINET 28 2025 FORM 10-K PROPERTIES, LEGAL PROCEEDINGS AND MINE SAFETY DISCLOSURES Table of Contents
We may require additional capital or need to restructure our existing debt to pursue our business objectives and to respond to business opportunities, challenges or unforeseen circumstances. If capital is not available to us, our business, results of operations, and financial condition may be adversely affected.
TRINET 27 2025 FORM 10-K RISK FACTORS Table of Contents We may require additional capital or need to restructure our existing debt to pursue our business objectives and to respond to business opportunities, challenges or unforeseen circumstances. If capital is not available to us, our business, results of operations, and financial condition may be adversely affected.
If we do not successfully manage and execute these initiatives, or if they are inadequate or ineffective, we may fail to meet our financial goals and achieve anticipated benefits, improvements may be delayed, not sustained or not realized and our business, operations and competitive position could be adversely affected.
If we do not successfully manage and execute these initiatives, or if they are inadequate, ineffective, less effective relative to those of our competitors, or are not accepted by our clients, we may fail to meet our financial goals and achieve anticipated benefits, improvements and cost-efficient initiatives may be delayed, not sustained or not realized and our business, operations and competitive position could be adversely affected.
In recent years, legislation that creates obligations with respect to the development and/or use of AI has been adopted or is under consideration in the U.S. at both the federal and state level, as well as abroad.
In recent years, legislation that creates obligations with respect to the development and/or use of AI has been adopted or is under TRINET 21 2025 FORM 10-K RISK FACTORS Table of Contents consideration in the U.S. at both the federal and state level, as well as abroad.
Our top five PEO markets, California, New York, Florida, Texas and Massachusetts, accounted for approximately 63% in aggregate of our paid WSEs for the year ended December 31, 2024.
PEO services remain our core business. Our top five PEO markets, California, New York, Florida, Texas and Massachusetts, accounted for approximately 64% in aggregate of our paid WSEs for the year ended December 31, 2025.
TRINET 25 2024 FORM 10-K RISK FACTORS Table of Contents In order to sponsor some of our most important employee benefit plan offerings for WSEs, including health plans, we must qualify as the employer of WSEs, and our plans must qualify as employer-sponsored plans, under applicable provisions of the Code and ERISA.
In order to sponsor some of our most important employee benefit plan offerings for WSEs, including health plans, we must qualify as the employer of WSEs, and our plans must qualify as employer-sponsored plans, under applicable provisions of the Code and ERISA.
Legal and Compliance Risks Our business is subject to numerous complex laws, and changes in, uncertainty regarding, or adverse application of these laws could negatively affect our business. The services we provide to our clients are subject to numerous complex federal, state and local laws and regulations, including those described in Part I, Item 1. Business, of this Form 10-K.
Legal and Compliance Risks Our business is subject to numerous complex laws, and changes in, uncertainty regarding, or adverse application of these laws could negatively affect our business. The services we provide to our clients are subject to numerous complex federal, state and local laws and regulations.
Failure to comply with anti-corruption laws and regulations, economic and trade sanctions, and similar laws could have a materially adverse effect on our reputation, results of operations or financial condition, or have other adverse consequences.
TRINET 25 2025 FORM 10-K RISK FACTORS Table of Contents Failure to comply with anti-corruption laws and regulations, economic and trade sanctions, and similar laws could have a materially adverse effect on our reputation, results of operations or financial condition, or have other adverse consequences.
Cybersecurity threats can take a variety of forms. Malicious actors may develop and deploy viruses, worms and other malicious software programs that attack our networks and data centers or those of our service providers.
TRINET 20 2025 FORM 10-K RISK FACTORS Table of Contents Cybersecurity threats can take a variety of forms. Malicious actors may develop and deploy viruses, worms and other malicious software programs that attack our networks and data centers or those of our service providers.
Businesses similar to our ASO services have been subject to such licensing requirements in the past and although TRINET 27 2024 FORM 10-K RISK FACTORS Table of Contents we believe that our operations have been designed to be compliant and avoid such requirements, we cannot guarantee that all regulators will agree.
Businesses similar to our ASO services have been subject to such licensing requirements in the past and although we believe that our operations have been designed to be compliant and avoid such requirements, we cannot guarantee that all regulators will agree.
Regulations regarding payroll and unemployment taxes are still catching up to this new reality, which creates a risk that states will disagree about the taxes that must be paid, or the employment laws that must apply, in these situations.
Regulations regarding payroll and unemployment taxes for such workers are still evolving, which creates a risk that states will disagree about the taxes that must be paid, or the employment laws that must apply, in these situations.
Any of these risks could have an adverse impact on our ability to successfully manage our business and consequently have a material adverse effect on our business, financial condition and results of operations.
Any of these risks, in particular when taken together with our ongoing business transformation initiatives, could have an adverse impact on our ability to successfully manage our business and consequently have a material adverse effect on our business, financial condition and results of operations.
If our new technologies and services perform poorly, or fail to satisfy regulatory requirements, we could experience client dissatisfaction, adverse publicity, loss of sales, and client claims against us, any of which could materially harm our business.
In addition, new services or upgrades may not be released according to schedule or may contain defects when released. If our new technologies and services perform poorly, or fail to satisfy regulatory requirements, we could experience client dissatisfaction, adverse publicity, loss of sales, and client claims against us, any of which could materially harm our business.
Other state regulatory authorities impose licensing requirements on companies involved in the transmission of cash, such as banks, and other money transmitters. We do not believe that our current activities require any such licenses, but we and others in our industry have received inquiries from regulatory authorities in the past and could receive them in the future.
Other state regulatory authorities impose licensing requirements on companies involved in the transmission of cash, such as banks, and other money transmitters. We do not believe that our current activities require any such licenses.
TRINET 18 2024 FORM 10-K RISK FACTORS Table of Contents Our co-employment relationship with our worksite employees exposes us to unique business risks. As a co-employer of client WSEs, we assume some of the risks and obligations of an employer.
Our co-employment relationship with our worksite employees exposes us to unique business risks. As a co-employer of client WSEs, we assume some of the risks and obligations of an employer.
We have experienced variability, and may experience variability in the future, in the amounts that we are required to pay within our deductible layer under these policies.
We have experienced variability, and may experience variability in the future, in the amounts that we are required to pay within our deductible layer under these policies, and that variability has resulted and may continue to result in greater than expected insurance costs.
If we experience client attrition for any of the above reasons in excess of our historic and estimated rates it could have a material adverse effect on our business, financial condition and results of operations. Geographic and industry market concentration makes our results of operations vulnerable to regional and industry-specific economic and health factors. PEO services remain our core business.
Client attrition for any of the above reasons in excess of our historic and estimated rates has had and may at times continue to have a material adverse effect on our business, financial condition and results of operations. Geographic and industry market concentration makes our results of operations vulnerable to regional and industry-specific economic and health factors.
This variability arises from changes to the components of MCT, defined 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.
This variability arises from changes to the components of MCT, defined as changes in participant use of services, including the introduction of new treatment options, changes in treatment guidelines and mandates, events, circumstances or situations that require increases in the volume of healthcare, such as a global pandemic and changes in the mix, cost of providing treatment, and timing of services provided to plan participants.
To satisfy client expectations and regulatory requirements, we must timely and effectively identify and develop, or license and contract appropriate technologies and services, and incorporate such technologies and services into the solutions that we provide. New services or upgrades may not be released according to schedule or may contain defects when released.
To satisfy client expectations and regulatory requirements, we must timely and effectively identify and develop, or license and contract appropriate technologies and services, and incorporate such technologies and services into the solutions that we provide.
Such changes could have a material adverse effect on our business and results of operations. The definition of employers, employees and independent contractors is evolving. Changes to the laws and regulations that govern what it means to be an employer or an employee may require us to make significant changes in our operations and may negatively affect our business.
The definition of employers, employees and independent contractors is evolving. Changes to the laws and regulations that govern what it means to be an employer or an employee may require us to make significant changes in our operations and may negatively affect our business. Views on employers, employees and independent contractors continue to change at federal, state and local levels.
As the patchwork of privacy laws to which we are subject becomes increasingly complex, the cost of complying with all of the requirements will rise and we cannot guarantee our compliance efforts will be successful. We are exploring the use of AI and ML in an effort to deploy capabilities that are beneficial to our clients and WSEs.
As the patchwork of privacy laws to which we are subject becomes increasingly complex, the cost of complying with all of the requirements will rise and we cannot guarantee our compliance efforts will be successful.
TRINET 20 2024 FORM 10-K RISK FACTORS Table of Contents We must continue to work to improve our services to meet the expectations of our clients and regulators, or we may lose our clients and materially harm our business.
We must continue to work to improve our services to meet the expectations of our clients and regulators, or we may lose our clients and materially harm our business.
Public perception of, or even inaccurate or unfounded rumors of, any such cyber-attacks, breaches, disclosures, or other data-related incidents, could have a material adverse effect on our business, reputation, financial condition or results of operation.
In addition, since the security of our information technology infrastructure is an important consideration in our clients’ purchasing decisions, and public perception of, or even inaccurate or unfounded rumors of, any such cyber-attacks, breaches, disclosures, or other data-related incidents, could have a material adverse effect on our business, reputation, financial condition or results of operation.
For example, while our insurance costs were only moderately higher than our expectations in 2024, higher medical claims had a significant impact on our results due to volume.
For example, while our insurance costs were only moderately higher than our expectations in 2025, higher medical claims had a significant impact on our results due to volume, and should plan participants continue to submit a higher number of medical claims, those claims may continue to have a significant impact on our results.
If we were to experience either outcome in the future, it could have a material adverse effect on our business, financial condition and results of operation. Higher-than-expected insurance costs result in lower net income.
In past periods, we have experienced insurance costs that were either higher or lower than our expectations and estimates. If we were to continue to experience either outcome in the future, as we expect at times we may do, it could have a material adverse effect on our business, financial condition and results of operation.
TRINET 26 2024 FORM 10-K RISK FACTORS Table of Contents Further, if we are not recognized as an employer of our WSEs under the Code or by any state tax authority, we may be required to change the method by which we report and remit payroll taxes to the IRS or such tax authorities.
Further, if we are not recognized as an employer of our WSEs under the Code or by any state tax authority, we may be required to change the method by which we report and remit payroll taxes to the IRS or such tax authorities. Such changes could have a material adverse effect on our business and results of operations.

… 57 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

6 edited+0 added−0 removed19 unchanged
Biggest changeOur ERM program facilitates identifying, prioritizing, analyzing and remediating enterprise risks, in which cyber risks are included. Within the broader ERM framework, we established a specific program - the IRM program - organizing the governance of risks associated with information held by us.
Biggest changeOur ERM program facilitates identifying, prioritizing, analyzing and remediating enterprise risks, including cyber risks. Within the broader ERM framework, we established a specific program - the IRM program - organizing the governance of risks associated with information held by us.
Cyber risks are an enterprise risk that the ERM Program monitors and thus such risks are an ongoing area of focus of the ERM Steering Committee and, as a result, the Risk Committee. On a monthly basis, the ERM Steering Committee is convened and receives pertinent updates regarding our management of cyber risks, as necessary.
Cyber risks are an enterprise risk that the ERM Program monitors and thus such risks are an ongoing area of focus of the ERM Steering Committee and, as a result, the Risk Committee. On a bi-monthly basis, the ERM Steering Committee is convened and receives pertinent updates regarding our management of cyber risks, as necessary.
As of December 31, 2024, we are not aware of any risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, and financial condition. We continue to invest in cyber-resilience and cyber-threat response preparedness as we anticipate ongoing risks from cybersecurity threats.
As of December 31, 2025, we are not aware of any risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, and financial condition. We continue to invest in cyber-resilience and cyber-threat response preparedness as we anticipate ongoing risks from cybersecurity threats.
Our CSO leads our Global Security Organization which is responsible for overseeing, assessing and monitoring the Company's cyber risk management strategy. Our CSO has over 20 years of industry experience, including serving in similar roles leading and overseeing cybersecurity programs at other companies.
Our CSO leads our Global Security Organization which is responsible for overseeing, assessing and monitoring the Company's cyber risk management strategy. Our CSO has over 25 years of industry experience, including serving in similar roles leading and overseeing cybersecurity programs at other companies.
Cyber Risk Management and Strategy Our Global Security program aims to safeguard critical assets through a risk-based approach to cybersecurity. The CSO provides leadership for the program. We employ a defense-in-depth strategy and has established a Security Risk Management Program.
Cyber Risk Management and Strategy Our Global Security program aims to safeguard critical assets through a risk-based approach to cybersecurity. The CSO provides leadership for the program. We employ a defense-in-depth strategy and have established a Security Risk Management Program.
Each meeting of the Risk Committee is facilitated by our Executive Director for ERM and TRINET 32 2024 FORM 10-K PROPERTIES, LEGAL PROCEEDINGS AND MINE SAFETY DISCLOSURES Table of Contents includes programmatic updates from the CSO, among other enterprise risk topics. The Risk Committee provides updates to the full Board regarding the state of the Company’s ERM program.
Each meeting of the Risk Committee is facilitated by our Executive Director for ERM and TRINET 29 2025 FORM 10-K PROPERTIES, LEGAL PROCEEDINGS AND MINE SAFETY DISCLOSURES Table of Contents includes programmatic updates from the CSO, among other enterprise risk topics. The Risk Committee provides updates to the full Board regarding the state of the Company’s ERM program.

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−0 removed0 unchanged
Biggest changeItem 2. Properties We lease space for our offices in various U.S. states, including the following: Corporate Headquarters: Significant Client Service Centers: • Dublin, California • Bradenton, Florida • Austin, Texas • Hyderabad, India For more information regarding our leases, refer to Note 7 in Part II, Item 8. Financial Statements and Supplementary Data, of this Form 10-K.
Biggest changeItem 2. Properties We lease space for our offices in various U.S. states and India, including the following: Corporate Headquarters: Significant Client Service Centers: • Dublin, California • Atlanta, Georgia • Austin, Texas • Hyderabad, India For more information regarding our leases, refer to Note 7 in Part II, Item 8. Financial Statements and Supplementary Data, of this Form 10-K.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

12 edited+1 added−0 removed3 unchanged
Biggest changeFinancial Statements and Supplementary Data, of this Form 10-K), capital requirements, business prospects and other factors our board of directors may deem relevant. In 2024, we declared dividends on common stock on a quarterly basis of $0.25 per share, with payments beginning in April 2024. We did not declare or pay cash dividends in 2023.
Biggest changeFinancial Statements and Supplementary Data, of this Form 10-K), capital requirements, business prospects and other factors our board of directors may deem relevant. In 2025 and 2024, we declared dividends on common stock on a quarterly basis of $0.275 and $0.25 per share, respectively, with payments at those rates beginning in April of each year.
Dividend Policy The decision to pay cash dividends in the future is made at the discretion of our board of directors and will depend on then-existing conditions, including our financial condition, operating results, contractual restrictions under our credit facility (refer to Note 8 in Part II, Item 8.
Dividend Policy The decision to pay cash dividends in the future is made at the discretion of our board of directors and will depend on then-existing conditions, including our financial condition, operating results, contractual restrictions under our revolving credit facility (refer to Note 8 in Part II, Item 8.
We plan to use current cash and cash generated from ongoing operating activities to fund our stock repurchase program. Our stock repurchases are subject to certain restrictions under the terms of our credit facility.
We plan to use current cash and cash generated from ongoing operating activities to fund our stock repurchase program. Our stock repurchases are subject to certain restrictions under the terms of our revolving credit facility.
The cumulative total return is based on the assumption that $100 had been invested in TriNet Group, Inc. common stock, the Standard & Poor’s 500 Stock Index (S&P 500) and common stock of members of a Peer Group Index, all on December 31, 2019 and that all dividends were reinvested.
The cumulative total return is based on the assumption that $100 had been invested in TriNet Group, Inc. common stock, the Standard & Poor’s 500 Stock Index (S&P 500) and common stock of members of a Peer Group Index, all on December 31, 2020 and that all dividends were reinvested.
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. As part of our stock repurchase program, we repurchased approximately $182 million of our common stock in 2024.
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. As part of our stock repurchase program, we repurchased approximately $182 million of our common stock in 2025.
TRINET 34 2024 FORM 10-K STOCK ACTIVITIES Table of Contents COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN Among TriNet Group, Inc., the S&P 500 Index, and a Peer Group (1) (1) The Peer Group Index used in the chart above consists of the following companies: Automatic Data Processing, Inc. Insperity, Inc. Paychex, Inc. Barrett Business Services, Inc. Intuit, Inc.
TRINET 31 2025 FORM 10-K STOCK ACTIVITIES Table of Contents COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN Among TriNet Group, Inc., the S&P 500 Index, and a Peer Group (1) (1) The Peer Group Index used in the chart above consists of the following companies: Automatic Data Processing, Inc. Insperity, Inc. Paychex, Inc. Barrett Business Services, Inc. Intuit, Inc.
(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 $28 million of our outstanding stock during the three months ended December 31, 2024.
(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 $61 million of our outstanding stock during the three months ended December 31, 2025.
From time to time, our board of directors authorizes increases to our stock repurchase program and has approved an aggregate total of $2,715 million as of December 31, 2024. The total remaining authorization for future stock repurchases under our stock repurchase program was $251 million as of December 31, 2024. The program does not have an expiration date.
From time to time, our board of directors authorizes increases to our stock repurchase program and has approved an aggregate total of $2,715 million as of December 31, 2025. The total remaining authorization for future stock repurchases under our stock repurchase program was $68 million as of December 31, 2025. The program does not have an expiration date.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information and Holders of Record Our common stock is traded on the New York Stock Exchange under the symbol “TNET”. As of February 6, 2025, we had 64 holders of record of our common stock per Computershare Trust Company N.A., our transfer agent.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information and Holders of Record Our common stock is traded on the New York Stock Exchange under the symbol “TNET”. As of February 5, 2026, we had 62 holders of record of our common stock per Computershare Trust Company N.A., our transfer agent.
Performance Graph The graph below compares the cumulative total return on our common stock since December 31, 2019 with the cumulative total return on the S&P 500 Index and a Peer Group Index.
Performance Graph The following graph compares the cumulative total return on our common stock since December 31, 2020 with the cumulative total return on the S&P 500 Index and a Peer Group Index.
For more information about our stock repurchases and the restrictions imposed by our credit facility, refer to Note 8 and Note 11 in Part II, Item 8. Financial Statements and Supplementary Data, of this Form 10-K. TRINET 35 2024 FORM 10-K MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents
For more information about our stock repurchases and the restrictions imposed by our revolving credit facility, refer to Note 8 and Note 11 in Part II, Item 8. Financial Statements and Supplementary Data, of this Form 10-K.
Issuer Purchases of Equity Securities The following table provides information about our purchases of TriNet common stock during the fourth quarter of 2024: 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 of Shares that May Yet Be Purchased Under the Plans (in millions) (3) October 1 - October 31, 2024 101,248 $ 86.56 101,106 $ 270 November 1 - November 30, 2024 142,117 $ 92.93 95,959 $ 261 December 1 - December 31, 2024 183,153 $ 90.91 118,674 $ 251 Total 426,518 315,739 (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.
Issuer Purchases of Equity Securities The following table provides information about our purchases of TriNet common stock during the fourth quarter of 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 of Shares that May Yet Be Purchased Under the Plans (in millions) (3) October 1 - October 31, 2025 365,355 $ 61.08 364,765 $ 107 November 1 - November 30, 2025 684,673 $ 56.46 637,364 $ 71 December 1 - December 31, 2025 62,289 $ 58.81 41,365 $ 68 Total 1,112,317 1,043,494 (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.
Added
While we have historically paid dividends to holders of our common stock on a quarterly basis, the declaration and payment of future dividends will depend on many factors, including, but not limited to, our earnings, financial condition, business development needs and regulatory considerations, and are at the discretion of our Board.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

77 edited+16 added−34 removed40 unchanged
Biggest changeThe table below presents a reconciliation of Net income to Adjusted Net Income: Year Ended December 31, (in millions) 2024 2023 2022 Net income $ 173 $ 375 $ 355 Effective income tax rate adjustment (5) (2) 5 Stock based compensation 65 59 62 Amortization of other intangible assets, net 19 20 18 Non-cash interest expense 3 2 1 Transaction and integration costs — 17 37 Restructuring costs 49 — — Income tax impact of pre-tax adjustments (35) (25) (30) Adjusted Net Income $ 269 $ 446 $ 448 TRINET 39 2024 FORM 10-K 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.
Biggest changeTRINET 35 2025 FORM 10-K 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: Year Ended December 31, (in millions) 2025 2024 2023 Net income $ 155 $ 173 $ 375 Provision for income taxes 62 53 126 Stock based compensation 65 65 59 Interest expense, bank fees and other 56 62 40 Depreciation and amortization of intangible assets 66 75 72 Amortization of cloud computing arrangements 10 8 8 Transaction and integration costs — — 17 Restructuring costs 11 49 — Adjusted EBITDA $ 425 $ 485 $ 697 Adjusted EBITDA Margin 8.5 % 9.6 % 14.0 % The table below presents a reconciliation of Net income to Adjusted Net Income: Year Ended December 31, (in millions) 2025 2024 2023 Net income $ 155 $ 173 $ 375 Effective income tax rate adjustment 8 (5) (2) Stock based compensation 65 65 59 Amortization of other intangible assets, net 10 19 20 Non-cash interest expense 3 3 2 Transaction and integration costs — — 17 Restructuring costs 11 49 — Income tax impact of pre-tax adjustments (22) (35) (25) Adjusted Net Income $ 230 $ 269 $ 446 TRINET 36 2025 FORM 10-K 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.
Non-GAAP Measure Definition How We Use The Measure Adjusted EBITDA • Net (loss) 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, - transaction and integration costs, 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.
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, - transaction and integration costs, 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.
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 the risk of variability in future health claims costs for our enrollees.
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.
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.
Although we are not subject to regulatory restrictions that require us to do so, we distinguish our corporate assets and liabilities separately from those current assets and liabilities held by us to satisfy our employer obligations associated with our WSEs.
Approximately 87% of our group health insurance costs relate to risk-based plans in which we agree to reimburse our carriers for any claims paid within an agreed-upon per-person deductible layer up to a maximum aggregate exposure limit per policy. These deductible dollar limits and maximum limits vary by carrier and year.
Approximately 88% of our group health insurance costs relate to risk-based plans in which we agree to reimburse our carriers for any claims paid within an agreed-upon per-person deductible layer up to a maximum aggregate exposure limit per policy. These deductible dollar limits and maximum limits vary by carrier and year.
Adjusted Net Income • Net (loss) income, excluding the effects of: - effective income tax rate (1), - stock based compensation, - amortization of intangible assets, net, - non-cash interest expense, - transaction and integration costs, - 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.
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.
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.
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 and ASO, and • Interest income.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Operational Highlights Our consolidated results for 2024 reflect our continuing efforts to serve our clients, attract new clients and invest in our platform.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Operational Highlights Our consolidated results for 2025 reflect our continuing efforts to serve our clients, attract new clients and invest in our platform.
Investing Activities Cash provided by (used in) investing activities for the periods presented below primarily consisted of purchases of investments, capital expenditures and acquisition of business, partially offset by proceeds from the sale and maturity of investments.
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.
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 1% in 2024 compared to 2023.
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 8% in 2025 compared to 2024.
The effect of this new fee is that we are now receiving 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.
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.
As of December 31, 2024, we held approximately $1.9 billion in restricted and unrestricted cash, cash equivalents and investments, of which $360 million was unrestricted cash and cash equivalents. Refer to Note 2 in Part II, Item 8. Financial Statements and Supplemental Data, in this Form 10-K for a summary of these funds.
As of December 31, 2025, we held approximately $2.1 billion in restricted and unrestricted cash, cash equivalents and investments, of which $287 million was unrestricted cash and cash equivalents. Refer to Note 2 in Part II, Item 8. Financial Statements and Supplemental Data, in this Form 10-K for a summary of these funds.
The ratio of expenses to total revenues was 20% in 2024 and 2023. % represents portion of compensation related expense included in expenses TRINET 46 2024 FORM 10-K MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents We analyze and present our expenses based upon the functional categories of COPS, S&M, G&A, SD&P, D&A and IE.
The ratio of expenses to total revenues was 19% and 20% in 2025 and 2024, respectively. % represents portion of compensation related expense included in expenses Compensation related expense TRINET 43 2025 FORM 10-K MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents We analyze and present our expenses based upon the functional categories of COPS, S&M, G&A, SD&P, D&A and IE.
TRINET 54 2024 FORM 10-K MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents The following table illustrates the sensitivity of changes in completion factors on our year end estimate of insurance costs (in millions of dollars): Change in completion factors Change in insurance costs -0.75% $21 -0.50% $14 -0.25% $7 +0.25% $(7) +0.50% $(14) +0.75% $(21) Recent Accounting Pronouncements Refer to Note 1 in Part II, Item 8, Financial Statements and Supplementary Data, of this Form 10-K for additional information related to recent accounting pronouncements.
The following table illustrates the sensitivity of changes in completion factors on our year end estimate of insurance costs (in millions of dollars): Change in completion factors Change in insurance costs -0.75% $21 -0.50% $14 -0.25% $7 +0.25% $(7) +0.50% $(14) +0.75% $(21) Recent Accounting Pronouncements Refer to Note 1 in Part II, Item 8, Financial Statements and Supplementary Data, of this Form 10-K for additional information related to recent accounting pronouncements.
(1) Non-GAAP effective tax rate is 25.6% for 2024 and 2023, and 25.5% for 2022, which excludes the income tax impact from stock-based compensation, changes in uncertain tax positions, and nonrecurring benefits or expenses from federal legislative changes.
(1) Non-GAAP effective tax rate is 25.0% for 2025, and 25.6% for 2024, which excludes the income tax impact from stock-based compensation, changes in uncertain tax positions, and nonrecurring benefits or expenses from federal legislative changes.
In addition to co-employees for whom payroll may not be regularly run, such as partners in a partnership, this also includes individuals authorized by our clients to access and use the PEO platform for functions such as bookkeeping and benefits management.
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.
We use a combination of loss development, expected loss ratio and frequency/severity methods which include the following inputs, assumptions and analytical techniques: • historical volume and severity of workers' compensation cost experience, exposure data and industry loss experience related to TriNet’s insurance policies, • inputs of WSEs’ job responsibilities and location, • estimates of future cost trends, • expected loss ratios for the latest accident year or prior accident years, adjusted for the loss trend, the effect of rate changes and other quantifiable factors, and • LDFs to project the reported losses for each accident year to an ultimate basis.
TRINET 49 2025 FORM 10-K MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents We use a combination of loss development, expected loss ratio and frequency/severity methods which include the following inputs, assumptions and analytical techniques: • historical volume and severity of workers' compensation cost experience, exposure data and industry loss experience related to TriNet’s insurance policies, • inputs of WSEs’ job responsibilities and location, • estimates of future cost trends, • expected loss ratios for the latest accident year or prior accident years, adjusted for the loss trend, the effect of rate changes and other quantifiable factors, and • LDFs to project the reported losses for each accident year to an ultimate basis.
Management's Discussion and Analysis in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 15, 2024.
Management's Discussion and Analysis in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 13, 2025.
TRINET 45 2024 FORM 10-K 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 3,600 colleagues as of December 31, 2024 primarily across the U.S. but also in India and Canada.
TRINET 42 2025 FORM 10-K 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 December 31, 2025 primarily across the U.S. but also in India and Canada, down approximately 200 colleagues from 2024.
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.
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.
Key judgments and evaluations in arriving at loss estimates by class and the accrued costs selection overall include: • the selection of method used and the relative weights given to selecting the method used for each policy year, • the underlying assumptions of LDF used in these models, • the effect of any changes to the insurers' claims handling and payment processes, TRINET 52 2024 FORM 10-K MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents • evaluation of medical and indemnity cost trends, costs from changes in the risk exposure being evaluated and any applicable changes in legal, regulatory or judicial environment.
Key judgments and evaluations in arriving at loss estimates by class and the accrued costs selection overall include: • the selection of method used and the relative weights given to selecting the method used for each policy year, • the underlying assumptions of LDF used in these models, • the effect of any changes to the insurers' claims handling and payment processes, • evaluation of medical and indemnity cost trends, costs from changes in the risk exposure being evaluated and any applicable changes in legal, regulatory or judicial environment.
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 December 31, 2024, our investments had a weighted average duration of less than two years and an average S&P credit rating of AA+.
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 December 31, 2025, our investments had a weighted average duration of three-year and an average S&P credit rating of AA.
The following table summarizes our purchase obligations as of December 31, 2024, Payments Due by Period (in millions) Total Less than 1 year 1-3 years 3-5 years More than 5 years Purchase obligations (1) $ 110 $ 71 $ 39 $ — $ — (1) Our purchase obligations primarily consist of software licenses, consulting and maintenance agreements, and future sales and marketing events.
The following table summarizes our purchase obligations as of December 31, 2025, Payments Due by Period (in millions) Total Less than 1 year 1-3 years 3-5 years More than 5 years Purchase obligations (1) $ 136 $ 77 $ 58 $ 1 $ — (1) Our purchase obligations primarily consist of software licenses, consulting and maintenance agreements, and future sales and marketing events.
The following table illustrates the sensitivity of changes in the MCT on our year end estimate of insurance costs (in millions of dollars): Change in medical cost trend Change in insurance costs +3.0% $23 +2.0% $16 +1.0% $8 -1.0% $(8) -2.0% $(16) -3.0% $(23) Completion factors are an actuarial estimate based on historical experience and analysis of current trends, of paid costs to carriers as a percentage of the expected ultimate costs to carriers.
TRINET 50 2025 FORM 10-K MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents The following table illustrates the sensitivity of changes in the MCT on our year end estimate of insurance costs (in millions of dollars): Change in medical cost trend Change in insurance costs +3.0% $23 +2.0% $15 +1.0% $8 -1.0% $(8) -2.0% $(15) -3.0% $(23) Completion factors are an actuarial estimate based on historical experience and analysis of current trends, of paid costs to carriers as a percentage of the expected ultimate costs to carriers.
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.
Our vertical approach provides us the flexibility to offer our PEO clients in different industries with varied services at different prices, which we believe potentially reduces the value of solely using Average WSE and Total WSE counts as indicators of future potential revenue performance. During 2025, we began migrating our clients from our predecessor HRIS services to our ASO product.
The following table summarizes our workers' compensation obligations, gross of collateral, as of December 31, 2024, Payments Due by Period (in millions) Total Less than 1 year 1-3 years 3-5 years More than 5 years Workers' compensation obligations (1) $ 158 $ 45 $ 48 $ 20 $ 45 (1) Represents estimated payments that are expected to be made to carriers for various workers' compensation programs under the contractual obligations.
The following table summarizes our workers' compensation obligations, gross of collateral, as of December 31, 2025, Payments Due by Period (in millions) Total Less than 1 year 1-3 years 3-5 years More than 5 years Workers' compensation obligations (1) $ 151 $ 43 $ 46 $ 19 $ 43 (1) Represents estimated payments that are expected to be made to carriers for various workers' compensation programs under the contractual obligations.
PSR from PEO Services customers and HRIS services clients was as follows: (in millions) 2024 2023 PEO Services $ 723 $ 704 HRIS Services 42 52 Total $ 765 $ 756 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 from PEO Services customers and HRIS and ASO services clients was as follows: (in millions) 2025 2024 PEO Services $ 684 $ 723 HRIS and ASO Services 35 42 Total $ 719 $ 765 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 and ASO.
In December 2023, we implemented a platform user access fee to charge clients for those users of our PEO platform that may not be co-employed by us and to charge clients for co-employees for whom payroll may not be regularly run.
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.
TRINET 44 2024 FORM 10-K 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.
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).
We use the following measures to analyze changes in insurance costs: • Volume - the percentage change in period over period co-employed Average WSEs, TRINET 41 2025 FORM 10-K MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents • 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).
The following table illustrates the sensitivity of changes in the LDFs on our year end estimate of insurance costs (in millions of dollars): Change in loss development factor Change in insurance costs -5.0% ($29) -2.5% ($17) +2.5% $18 +5.0% $36 TRINET 53 2024 FORM 10-K MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents Accrued Health Insurance Costs We sponsor and administer a number of employee benefit plans for our WSEs, including group health, dental, vision and life insurance as an employer plan sponsor under section 3(5) of the ERISA.
The following table illustrates the sensitivity of changes in the LDFs on our year end estimate of insurance costs (in millions of dollars): Change in loss development factor Change in insurance costs -5.0% ($30) -2.5% ($17) +2.5% $18 +5.0% $35 Accrued Health Insurance Costs We sponsor and administer a number of employee benefit plans for our WSEs, including group health, dental, vision and life insurance as an employer plan sponsor under section 3(5) of the ERISA.
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).
TRINET 40 2025 FORM 10-K MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents 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).
Critical Accounting Judgments and Estimates Our consolidated financial statements are prepared in accordance with GAAP, which require us to make estimates, judgments, and assumptions that affect reported amounts of assets, liabilities, revenues and expenses, and the related disclosures of contingent assets and liabilities.
TRINET 48 2025 FORM 10-K MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents Critical Accounting Judgments and Estimates Our consolidated financial statements are prepared in accordance with GAAP, which require us to make estimates, judgments, and assumptions that affect reported amounts of assets, liabilities, revenues and expenses, and the related disclosures of contingent assets and liabilities.
Year Ended December 31, % Change (in millions) 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 Balance Sheet Data: Cash and cash equivalents $ 360 $ 287 $ 354 25 % (19) % Working capital 199 115 338 73 % (66) % Total assets 4,119 3,693 3,443 12 % 7 % Debt 983 1,093 496 (10) % 120 % Total stockholders’ equity 69 78 775 (12) % (90) % A discussion regarding our financial condition and results of operations for 2023 compared to 2022 can be found under Part II, Item 7.
Year Ended December 31, % Change (in millions) 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 Balance Sheet Data: Cash and cash equivalents $ 287 $ 360 $ 287 (20) % 25 % Working capital 231 199 115 16 % 73 % Total assets 3,797 4,119 3,693 (8) % 12 % Debt 895 983 1,093 (9) % (10) % Total stockholders’ equity 54 69 78 (22) % (12) % A discussion regarding our financial condition and results of operations for 2024 compared to 2023 can be found under Part II, Item 7.
TRINET 42 2024 FORM 10-K 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.
TRINET 39 2025 FORM 10-K MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents PSR Our PEO and ASO clients are primarily billed on a fee per WSE or ASO User per month per transaction.
During the year ended December 31, 2024, we repurchased 1,771,254 shares of our common stock for approximately $182 million through our existing stock repurchase program in addition to 110,779 shares acquired to satisfy tax withholding obligations related to SBC vesting. As of December 31, 2024, approximately $251 million remained available for repurchase under all authorizations by our board of directors.
During the year ended December 31, 2025, we repurchased 2,755,287 shares of our common stock for approximately $182 million through our existing stock repurchase program in addition to 68,823 shares acquired to satisfy tax withholding obligations related to SBC vesting. As of December 31, 2025, approximately $68 million remained available for repurchase under all authorizations by our Board.
December 31, 2024 2023 (in millions) Corporate WSE & TriNet Trust Total Corporate WSE & TriNet Trust Total Current assets: Cash and cash equivalents $ 359 $ 1 $ 360 $ 287 $ — $ 287 Investments — — — 65 — 65 Restricted cash, cash equivalents and investments 23 1,390 1,413 22 1,247 1,269 Other current assets 95 1,312 1,407 73 884 957 Total current assets $ 477 $ 2,703 $ 3,180 $ 447 $ 2,131 $ 2,578 Total current liabilities 278 2,703 $ 2,981 $ 332 $ 2,131 $ 2,463 Working capital $ 199 $ — $ 199 $ 115 $ — $ 115 As of December 31, 2024, 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.
December 31, 2025 2024 (in millions) Corporate WSE & TriNet Trust Total Corporate WSE & TriNet Trust Total Current assets: Cash and cash equivalents $ 286 $ 1 $ 287 $ 359 $ 1 $ 360 Restricted cash, cash equivalents and investments 22 1,672 1,694 23 1,390 1,413 Other current assets 105 782 887 95 1,312 1,407 Total current assets $ 413 $ 2,455 $ 2,868 $ 477 $ 2,703 $ 3,180 Total current liabilities 182 2,455 $ 2,637 $ 278 $ 2,703 $ 2,981 Working capital $ 231 $ — $ 231 $ 199 $ — $ 199 As of December 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.
TRINET 55 2024 FORM 10-K QUANTITATIVE AND QUALITATIVE DISCLOSURES Table of Contents
TRINET 51 2025 FORM 10-K QUANTITATIVE AND QUALITATIVE DISCLOSURES Table of Contents
Results of Operations The following table summarizes our results of operations for the three years ended December 31, 2024, 2023 and 2022. For details of the critical accounting judgments and estimates that could affect the Results of Operations, see the Critical Accounting Judgments and Estimates section within MD&A.
TRINET 33 2025 FORM 10-K MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents Results of Operations The following table summarizes our results of operations for the three years ended December 31, 2025, 2024 and 2023. For details of the critical accounting judgments and estimates that could affect the Results of Operations, see the Critical Accounting Judgments and Estimates section within MD&A.
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 year ended December 31, 2024 was primarily driven by higher co-employed Average WSEs and rate increases, partially offset by lower health plan enrollment.
PSR ISR - % represents proportion of insurance service revenues to total revenues Interest income *Total revenues generated from PEO services only, excluding interest income Total revenue decreased slightly for the year ended December 31, 2025, as lower co-employed Average WSEs was partially offset by rate increases for both professional services and insurance services revenues.
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.
TRINET 34 2025 FORM 10-K 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.
Year Ended December 31, % Change (in millions, except operating metrics data) 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 Income Statement Data: Professional service revenues $ 765 $ 756 $ 754 1 % — % Insurance service revenues 4,224 4,166 4,131 1 1 Interest income 64 72 22 (11) 227 Total revenues 5,053 4,994 4,907 1 2 Insurance costs 3,797 3,513 3,463 8 1 Operating expenses 968 940 923 3 2 Interest expense, bank fees and other 62 40 39 55 3 Total costs and expenses 4,827 4,493 4,425 7 2 Income before tax 226 501 482 (55) 4 Income taxes 53 126 127 (58) (1) Net income $ 173 $ 375 $ 355 (54) % 6 % Cash Flow Data: Net cash provided by operating activities 279 539 497 (48) % 8 % Net cash provided by (used in) investing activities 153 (70) (226) (319) (69) Net cash used in financing activities (207) (540) (471) (62) 15 Non-GAAP measures (1) : Adjusted EBITDA 485 697 688 (30) % 1 % Adjusted Net income 269 446 448 (40) — Operating Metrics: Insurance Cost Ratio 90 % 84 % 84 % 6 % — % Average WSEs (2) 352,681 331,423 348,543 6 (5) Total WSEs (2) 360,681 347,542 348,652 4 — (1) Refer to Non-GAAP measures definitions and reconciliations from GAAP measures under the heading "Non-GAAP Financial Measures".
Year Ended December 31, % Change (in millions, except operating metrics data) 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 Income Statement Data: Professional service revenues $ 719 $ 765 $ 756 (6) % 1 % Insurance service revenues 4,224 4,224 4,166 — 1 Interest income 67 64 72 5 (11) Total revenues 5,010 5,053 4,994 (1) 1 Insurance costs 3,835 3,797 3,513 1 8 Operating expenses 902 968 940 (7) 3 Interest expense, bank fees and other 56 62 40 (10) 55 Total costs and expenses 4,793 4,827 4,493 (1) 7 Income before tax 217 226 501 (4) (55) Income taxes 62 53 126 17 (58) Net income $ 155 $ 173 $ 375 (10) % (54) % Cash Flow Data: Net cash provided by operating activities 303 279 539 9 % (48) % Net cash provided by (used in) investing activities (43) 153 (70) (128) (319) Net cash used in financing activities (49) (207) (540) (76) (62) Non-GAAP measures (1) : Adjusted EBITDA 425 485 697 (12) % (30) % Adjusted Net income 230 269 446 (14) (40) Operating Metrics: Insurance Cost Ratio 91 % 90 % 84 % 1 % 6 % Average WSEs 333,886 352,681 331,423 (5) 6 Total WSEs 323,206 360,681 347,542 (10) 4 (1) Refer to Non-GAAP measures definitions and reconciliations from GAAP measures under the heading "Non-GAAP Financial Measures".
Capital Expenditures During the twelve months ended December 31, 2024 and 2023, 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.
TRINET 47 2025 FORM 10-K MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents Capital Expenditures During the twelve months ended December 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.
TRINET 43 2024 FORM 10-K 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.
ISR 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.
The associated cash is reflected on our balance sheet 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 December 31, 2024, the balance of restricted cash in TriNet Trust was $87 million.
The associated cash is reflected on our consolidated balance sheets as restricted cash and the associated liabilities are classified as accrued wages, payroll tax liabilities and other payroll withholdings, and accounts payable and other current liabilities. As of December 31, 2025, the balance of restricted cash in TriNet Trust was $79 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.
We include the assets and liabilities related to the TriNet Trust in the "WSE & TriNet Trust" category because the underlying cash flows of TriNet Trust are related to the same type of payroll and payroll related liabilities as our WSE cash flows. We continue to use this trust structure as we transition our HRIS services to ASO services.
The following table presents our cash flow activities for the stated periods: Year Ended December 31, (in millions) 2024 2023 Corporate WSE & TriNet Trust Total Corporate WSE & TriNet Trust Total Net cash provided by (used in): Operating activities $ 279 $ — $ 279 $ 539 $ — $ 539 Investing activities 148 5 153 (65) (5) (70) Financing activities (346) 139 (207) (546) 6 (540) Net increase (decrease) in cash and cash equivalents, unrestricted and restricted $ 81 $ 144 $ 225 $ (72) $ 1 $ (71) Cash and cash equivalents, unrestricted and restricted: Beginning of period $ 334 $ 1,132 $ 1,466 $ 406 $ 1,131 $ 1,537 End of period $ 415 $ 1,276 $ 1,691 $ 334 $ 1,132 $ 1,466 Net increase (decrease) in cash and cash equivalents: Unrestricted $ 72 $ 1 $ 73 $ (67) $ — $ (67) Restricted 9 143 152 (5) 1 (4) Operating Activities The year-over-year change in net cash provided by operating activities was primarily driven by the decrease in our net income and the timing of our payments of corporate obligations.
TRINET 46 2025 FORM 10-K MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents Cash Flows The following table presents our cash flow activities for the stated periods: Year Ended December 31, (in millions) 2025 2024 Corporate WSE & TriNet Trust Total Corporate WSE & TriNet Trust Total Net cash provided by (used in): Operating activities $ 303 $ — $ 303 $ 279 $ — $ 279 Investing activities (43) — (43) 148 5 153 Financing activities (330) 281 (49) (346) 139 (207) Net increase (decrease) in cash and cash equivalents, unrestricted and restricted $ (70) $ 281 $ 211 $ 81 $ 144 $ 225 Cash and cash equivalents, unrestricted and restricted: Beginning of period $ 415 $ 1,276 $ 1,691 $ 334 $ 1,132 $ 1,466 End of period $ 345 $ 1,557 $ 1,902 $ 415 $ 1,276 $ 1,691 Net increase (decrease) in cash and cash equivalents: Unrestricted $ (73) $ — $ (73) $ 72 $ 1 $ 73 Restricted 3 281 284 9 143 152 Operating Activities The year-over-year change in net cash provided by operating activities was primarily driven by the timing of collections of receivables and our payments of corporate obligations.
Financing Activities Net cash used in financing activities in the years ended December 31, 2024 and 2023 consisted of our debt and equity-related activities.
Financing Activities Net cash used in financing activities for the years ended December 31, 2025 and 2024, which consisted of WSE and TriNet Trust related activities and our debt and equity-related activities are presented below.
In December of 2023, TriNet created a trust for the purpose of holding funds provided by HRIS clients for the remittance to HRIS Users, tax authorities and other recipients. This 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 ASO client funds.
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.
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.
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.
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 TRINET 40 2024 FORM 10-K MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents the value we provide to our clients and our resulting revenue opportunities.
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 50 2024 FORM 10-K MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents 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 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 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 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 classify our restricted cash, cash equivalents and investments as current and noncurrent assets to match against the anticipated timing of payments to carriers.
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.
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.
These declines were primarily in our Technology, Professional Services, and Main Street 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 revenue growth, business growth, and client retention.
TRINET 37 2024 FORM 10-K MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents The following table summarizes our balance sheet data as of December 31, 2024, 2023 and 2022.
The following table summarizes our balance sheet data as of December 31, 2025, 2024 and 2023.
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 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.
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 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.
The increase in insurance costs for the year was 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. This trend was partially offset by favorable workers' compensation prior period claims development.
The slight increase in insurance costs for the year was primarily due to higher rates paid for outpatient and professional services and increased utilization of high-cost drugs, particularly for specialty drugs and non-specialty medications for diabetes and obesity. This increase is partially offset by lower co-employed Average WSEs.
Performance Highlights Our results for 2024 when compared to 2023 are noted below: $5.1B $226M 90% Total revenues Income before tax Insurance cost ratio 1 % increase (55) % decrease 6 % increase $173M $3.43 $269M Net income Diluted EPS Adjusted Net income * (54) % decrease (48) % decrease (40) % decrease 352,681 360,681 Average WSE ** Total WSE ** 6 % increase 4 % increase * Non-GAAP measure.
Performance Highlights Our results for 2025 when compared to 2024 are noted below: $5.0B $217M 91% Total revenues Income before tax Insurance cost ratio (1) % decrease (4) % decrease 1 % increase $155M $3.20 $230M Net income Diluted EPS Adjusted Net income * (10) % decrease (7) % decrease (14) % decrease 333,886 323,206 Average WSE Total WSE (5) % decrease (10) % decrease * Non-GAAP measure.
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.
Our 2021 Credit Agreement includes a $700 million revolver. In July 2025, we paid off the remaining outstanding balance and as of December 31, 2025, no outstanding balance remained. The 2021 Credit Agreement includes negative covenants that limit our ability to incur indebtedness and liens, sell assets and make restricted payments, including dividends and investments, subject to certain exceptions.
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 December 31, 2024.
We were in compliance with all financial covenants under our 2021 Credit Agreement, 2029 Notes and 2031 Notes at December 31, 2025.
We report the impact of client and WSE participation differences as a change in mix. We continue to invest in efforts intended to enhance client experience, improve our new sales performance, and manage client attrition, through product development as well as operational and process improvements.
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.
The increase in ISR for the year was primarily driven by rate increases and higher co-employed Average WSEs, partially offset by lower health plan enrollment.
ISR was flat for the year as rate increases were offset by lower co-employed Average WSEs.
(in millions) 2024 2023 2022 Insurance costs $ 3,797 $ 3,513 $ 3,463 Insurance service revenues 4,224 4,166 4,131 Insurance Cost Ratio 90 % 84 % 84 % TRINET 41 2024 FORM 10-K MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents ICR increased for the year ended December 31, 2024 as compared to 2023, primarily driven by higher insurance costs outpacing the growth in ISR.
(in millions) 2025 2024 2023 Insurance costs $ 3,835 $ 3,797 $ 3,513 Insurance service revenues 4,224 4,224 4,166 Insurance Cost Ratio 91 % 90 % 84 % ICR increased for the year ended December 31, 2025 as compared to 2024, primarily driven by higher health benefits insurance costs that rose at a higher rate than our insurance services revenues for health benefits.
Insurance costs increased 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, particularly medications for diabetes and obesity. During the year ended December 31, 2024, this was partially offset by favorable prior period development in workers' compensation.
The increase in insurance costs was primarily due to higher rates paid for outpatient and professional services, as well as pharmacy costs for increased utilization of specialty drugs and other high-cost prescriptions, particularly medications for diabetes and obesity. This increase was partially offset by lower volume.
Compensation costs for our colleagues include payroll, payroll taxes, SBC, bonuses, commissions and other payroll- and benefits-related costs. Compensation-related expense represented 63% and 66% of our expenses in 2024 and 2023, respectively. Transaction and integration costs associated with our 2022 acquisitions of Zenefits and TriNet Clarus R+D are included in G&A for 2023.
Compensation costs for our colleagues include payroll, payroll taxes, SBC, bonuses, commissions and other payroll- and benefits-related costs. Compensation-related expenses represented 66% and 63% of our expenses in 2025 and 2024, respectively. In 2025, we had an expense decrease of 7% compared to 2024.
(in millions) $980 2023 Expenses -3 COPS decreased primarily due to lower compensation and professional fees, partially offset by higher tax and licenses expenses. +4 S&M increased primarily due to higher compensation to support our sales force, partially offset by lower advertising costs and lower conferences and events expenses. +21 G&A increased primarily due to restructuring costs in the fourth quarter, partially offset by lower consulting and transaction and integration costs. +3 SD&P increased primarily due to higher compensation, partially offset by lower hosting and external software costs. +3 D&A increased, driven primarily by higher software amortization costs. +22 IE increased, driven primarily by the additional interest on our 2031 Notes issued in the third quarter of 2023 and the draw down of the 2021 Revolver. $1,030 2024 Expenses The primary spend type drivers to the changes in our expenses are presented below: TRINET 47 2024 FORM 10-K MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents Income Taxes Our ETR was 23% and 25% for 2024 and 2023, respectively.
(in millions) $1,030 2024 Expenses -15 COPS decreased primarily due to lower compensation expense as a result of our headcount reductions and globalization efforts. -20 S&M decreased primarily due to lower compensation and conferences and events expenses. -25 G&A decreased primarily due to lower impairment and severance charges related to restructuring. +3 SD&P increased primarily due to higher compensation expense as we continue to invest in our platform in support of our medium term strategy. -9 D&A decreased primarily due to lower intangible asset amortization related to our past acquisitions. -6 IE decreased driven primarily by lower debt balances. $958 2025 Expenses The primary spend type drivers to the changes in our expenses are presented below: TRINET 44 2025 FORM 10-K MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents Income Taxes Our ETR was 29% and 23% for 2025 and 2024, respectively.
We initiated a common stock dividend of $0.25 per share in April, July and October 2024 and declared common stock dividends of $0.25 per share to be paid in the first quarter of 2025. Capital Resources As of December 31, 2024, $500 million and $400 million aggregate principal of our 2029 Notes and 2031 Notes was outstanding, respectively.
Capital Resources As of December 31, 2025, $500 million and $400 million aggregate principal of our 2029 Notes and 2031 Notes was outstanding, respectively.
Year Ended December 31, % Change 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 Average WSEs 352,681 331,423 348,543 6 (5) Co-Employed 332,456 330,423 348,543 1 (5) PEO Platform Users 20,225 1,000 N/A n.m. N/A Total WSEs 360,681 347,542 348,652 4 — Co-Employed 330,104 335,543 348,652 (2) (4) PEO Platform Users 30,577 11,999 N/A n.m.
Year Ended December 31, % Change 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 Average WSEs 333,886 352,681 331,423 (5) 6 Co-Employed 304,985 332,456 330,423 (8) 1 PEO Platform Users 28,901 20,225 1,000 43 1,923 Total WSEs 323,206 360,681 347,542 (10) 4 Co-Employed 294,025 330,104 335,543 (11) (2) PEO Platform Users 29,181 30,577 11,999 (5) 155 Average WSEs decreased 5% when comparing 2025 to 2024, driven by client attrition outpacing new client additions partially offset by limited hiring in our installed base over the past twelve months.
Higher insurance costs and interest expense, partially offset by higher revenues, resulted in decreases of net income and Adjusted Net income of 54% and 40%, respectively, as compared to the same period in 2023. The decrease in net income was also driven by impairment and severance charges recognized as part of our efforts to realign our strategy.
Our ICR was 1 percent higher compared to the same period in 2024, driven by insurance costs outpacing the growth in insurance services revenues. Higher insurance costs and lower revenues, resulted in decreases of net income and Adjusted Net income of 10% and 14%, respectively, as compared to the same period in 2024.
Investments We invest a portion of available cash in investment-grade securities with effective maturities less than five years that are classified on our balance sheets as investments. We consider industry and issuer concentrations in our investment policy.
Year Ended December 31, (in millions) 2025 2024 Investments: Purchases of marketable securities $ (78) $ (190) Proceeds from sale and maturity of marketable securities 103 421 Cash provided by investments $ 25 $ 231 Acquisitions of property and equipment and software (69) (78) Cash used in capital expenditures $ (69) $ (78) Proceeds from sale of business 1 — Cash used in investing activities $ (43) $ 153 Investments We invest a portion of available cash in investment-grade securities with effective maturities less than five years that are classified on our balance sheets as investments.
Year Ended December 31, (in millions) 2024 2023 Financing activities Change in WSE and TriNet Trust related assets and liabilities, net $ 139 $ 6 Repurchase of common stock, net of issuance costs (199) (1,137) Proceeds from issuance of 2031 Notes — 400 Payment of long-term financing fees and debt issuance costs — (9) Proceeds from revolving credit agreement borrowings — 695 Repayment of borrowings under revolving credit facility (110) (495) Dividends paid (37) — Cash used in financing activities $ (207) $ (540) In February 2023, our board of directors authorized a $300 million incremental increase to our ongoing stock repurchase program initiated in May 2014.
Year Ended December 31, (in millions) 2025 2024 Financing activities Change in WSE and TriNet Trust related assets and liabilities, net $ 281 $ 139 Repurchase of common stock, net of issuance costs (188) (199) Repayment of borrowings under revolving credit facility (90) (110) Dividends paid (52) (37) Cash used in financing activities $ (49) $ (207) The year-over-year change in net cash used in financing activities for WSE and TriNet Trust purposes was primarily driven by timing of client payments, payments of payroll and payroll taxes and insurance claim activities.
Working capital for corporate purposes Corporate working capital as of December 31, 2024 increased $84 million from December 31, 2023, primarily driven by a $72 million increase in corporate unrestricted cash and cash equivalents, partially offset by a $65 million decrease in the current portion of our unrestricted investment portfolio and a $54 million decrease in corporate current liabilities, mostly driven by the $34 million reduction in the current portion of our outstanding debt.
Working capital for corporate purposes Corporate working capital as of December 31, 2025 increased $32 million from December 31, 2024, primarily due to the decreases in our corporate current liabilities.
For details, refer to the heading "Operating Metrics – Worksite Employees (WSEs).” Our total revenues increased 1%, driven by higher Average co-employed WSEs and rate increases, partially offset by lower health plan enrollment.
See definitions below under the heading " Non-GAAP Financial Measures ". Our total revenues decreased 1%, primarily driven by lower co-employed Average WSEs partially offset by higher rates charged for our services.
TRINET 36 2024 FORM 10-K MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents Our results are highly influenced by health care cost and utilization trends.
TRINET 38 2025 FORM 10-K MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents Total Revenues Our revenues consist of PSR, ISR and interest income.
We plan to use current cash and cash generated from ongoing operating activities to fund this stock repurchase program. In March 2023, to ensure that we maintained liquidity during the regional banking liquidity challenges, we drew down the available $495 million of capacity under our 2021 Revolver.
In February 2026, our Board authorized a $336 million incremental increase to our stock repurchase program. Repurchases are to be deployed subject to market conditions. We plan to use current cash and cash generated from ongoing operating activities to fund this stock repurchase program.
Removed
During 2024 we: • increased PEO sales performance and improved customer retention, • continued to grow total revenues with disciplined expense management in light of rising insurance costs, • continued our capital allocation strategy by distributing excess shareholder returns through the initiation of dividend and the repurchase of approximately 1.77 million shares of our common stock through our existing stock repurchase program, • welcomed Mike Simonds as our new President and CEO, • opened a new business and technological innovation center in Hyderabad, India, and • began several strategic restructuring initiatives to focus our business on our core value proposition, growing ASO, and the efficiency and effectiveness of our operations.
Added
During 2025 we: • made progress on our medium-term strategy focusing our business on our core value proposition, improving the efficiency and effectiveness of our operations, which has helped us realize all time high net promoter scores, • continued to grow our ASO services product and completed the sale of TriNet Clarus R+D, • achieved significant repricing of our insurance services rates in light of rising insurance costs, • made progress in growing our sales force and broker channel partnerships, • demonstrated disciplined expense management in line with our expectations, • opened our new corporate center in Atlanta and made significant progress building out our India operations, and • paid common stock dividends of $0.25 per share in January and $0.275 per share in April, July, and October.
Removed
See definitions below under the heading " Non-GAAP Financial Measures ". ** Total WSEs and Average WSEs include incremental WSEs that were charged a platform user access fee and incremental additional service recipients. These were identified as a result of our ongoing effort to ensure that our billing practices best match the expectations of our customers.

… 47 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

2 edited+1 added−1 removed4 unchanged
Biggest changeSince our 2029 Notes and 2031 Notes bear interest at fixed rates, we have no financial statement risk associated with changes in interest rates. However, the fair value of our 2029 Notes and our 2030 Notes fluctuates when interest rates change. As of December 31, 2024, we had drawn down $90 million under our floating rate 2021 Revolver.
Biggest changeSince our 2029 Notes and 2031 Notes bear interest at fixed rates, we have no financial statement risk associated with changes in interest rates related to our outstanding notes. However, the fair value of our 2029 Notes and our 2031 Notes fluctuates when interest rates change. Our 2021 Credit Agreement includes a $700 million revolving credit facility.
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 December 31, 2024 and 2023.
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 December 31, 2025 and 2024.
Removed
The impact of a 100 basis point increase or decrease in market interest rates to interest expense on our 2021 Revolver as of December 31, 2024 over the next twelve months was approximately $1 million increase or decrease to interest expense for the twelve months ended December 31, 2025. TRINET 56 2024 FORM 10-K FINANCIAL STATEMENTS Table of Contents
Added
As of December 31, 2025, we had no outstanding borrowings under this facility. TRINET 52 2025 FORM 10-K FINANCIAL STATEMENTS Table of Contents

Other TNET 10-K year-over-year comparisons