TRINET GROUP INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrantý Filed by a Party other than the Registrant¨

Check the appropriate box:

TriNet Group, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

Dear Stockholders,

Welcome to the TriNet 2024 Annual Meeting. With this being my first as TriNet’s President and CEO, I would like to extend both congratulations and gratitude to my predecessor, Burton M. Goldfield, on his remarkable tenure. On behalf of TriNet’s customers, colleagues, partners, and stockholders, thank you for the work you have done building this enduring Company. I also want to express my thanks to our incredible colleagues. Because of our team and their stellar work over 2023, I have the privilege of joining a company that is executing extremely well, especially within the areas of our control, including our go-to-market efforts, customer service, and overall financial results, including our capital return to our stockholders.

At TriNet, one of our core values is to “lead with the customer,” and our 2023 business performance underscores our commitment to this and reflects our on-going efforts to power the success of small and medium-size businesses (SMBs) across the US. Customer service is an area squarely within our control. In 2023 TriNet continued its multi-year trend of Net Promoter Score (NPS) improvements, reaching nearly all-time highs, and reflecting the delivery of incredible service to our customers. These NPS improvements correlate to tangible business outcomes as more of our customers stayed with us longer; in 2023 TriNet had its second highest customer retention rate ever. We also made significant improvements in new sales, as our value proposition resonated with even more SMBs across the country and helped drive strong financial results for our stockholders.

Our team also made significant progress towards our aspiration to be the technology leader within our industry by accelerating our multi-year digital transformation. During 2023, we moved 100% to the cloud, driving improved performance, efficiency, and security. In an industry with significant legacy technology debt and many providers reliant on third-party core platforms, TriNet increasingly stands out with the expertise of our colleagues complemented by the power of our proprietary technology.

Perhaps the thing that has been most evident to me in my time here at TriNet is the focus we have to Stand Together as we pursue incredible outcomes for all our stakeholders. We work hard, supporting, challenging, collaborating with each other in pursuit of our purpose. Our strong focus on doing good work together was also evident to Newsweek, which recently recognized our Company as #1 in their global Excellence 1000 index. The index recognizes businesses that have demonstrated best practices in financial responsibility, stakeholder, and social responsibility ratings.

TriNet’s path forward includes you, and while I am new to this incredible organization, I am very pleased to be on this journey with you. Please take the time to read our Proxy Statement for the 2024 Annual Meeting of Stockholders as well as our 2023 Annual Report and Environmental, Social and Governance Report. I hope you are as excited about our progress as I am. Thank you for your interest, time, and your trust in us as we keep our valued customers at the center of all we do—every day.

Sincerely,

Michael Q. Simonds, Chief Executive Officer

TRINET GROUP, INC.

One Park Place, Suite 600

Dublin, California 94568

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

To Be Held On May 23, 2024

Dear Stockholder:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders of TRINET GROUP, INC., a Delaware corporation, which will be held virtually on Thursday, May 23, 2024, at 9:00 a.m. Pacific Time (the "2024 Annual Meeting").

We are holding the 2024 Annual Meeting for the following purposes, as more fully described in the accompanying proxy statement:

This year's annual meeting will be a completely virtual meeting of stockholders. You can attend the 2024 Annual Meeting by visitingwww.virtualshareholdermeeting.com/TNET2024, where you will be able to listen to the meeting live, submit questions, and vote online during the meeting, just as you could at an in-person meeting. We believe that a virtual meeting enables expanded access and increased stockholder attendance and participation.

The record date for the 2024 Annual Meeting is March 28, 2024. Only stockholders of record at the close of business on that date may vote at our 2024 Annual Meeting or any adjournment thereof. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

On or about April 11, 2024, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement and annual report. The Notice provides instructions on how to vote via the Internet or by telephone and includes instructions on how to receive a paper copy of our proxy materials by mail. The accompanying proxy statement and our annual report can be accessed directly at the following Internet address: www.proxyvote.com. You will be asked to enter the sixteen-digit control number located on your Notice or proxy card.

YOUR VOTE IS IMPORTANT. We urge you to submit your vote via the Internet, telephone or mail as soon as possible to ensure your shares are represented, even if you do not attend the 2024 Annual Meeting. For additional instructions on voting by telephone or the Internet, please refer to your proxy card. Returning the proxy does not deprive you of your right to attend the 2024 Annual Meeting and to vote your shares at the 2024 Annual Meeting.

We appreciate your continued support of TriNet.

By Order of the Board of Directors,

Samantha Wellington

Secretary

April 11, 2024

You are cordially invited to attend the meeting. Whether or not you expect to attend the meeting, please complete, date, sign and return the proxy mailed to you or vote over the telephone or the Internet as instructed in these materials as promptly as possible in order to ensure your representation at the meeting. Even if you have voted by proxy, you may still vote if you attend the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.

TABLE OF CONTENTS

TRINET GROUP, INC.

One Park Place, Suite 600

Dublin, California 94568

PROXY STATEMENT

FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS