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)

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Dear Shareholders,

Across most dimensions, 2024 was a challenging year for TriNet as low customer hiring persisted and healthcare costs accelerated. However, as I reflect on my first year as CEO, it’s not these headwinds that stand out for me, but rather the remarkable strength and resilience of our business model.

Our ability to navigate this challenging environment is rooted in the dedication of my thousands of colleagues, all united by a strong sense of purpose: to help small and medium-sized businesses attract and retain top talent, gain efficiency, stay compliant, and focus on their core business. We believe we provide SMBs with the most comprehensive HR outsourcing services available in the market and that our TriNet-sponsored benefit programs help our PEO clients successfully compete for talent against much larger businesses.

TriNet customers value our integrated approach to such a degree that even as we have raised prices as a result of recent healthcare cost trends, we still enjoy very strong retention and a high net promoter score. We have a very strong, durable business.

Of course, the current business environment and our recent performance have revealed opportunities for improvement as well. In 2024, we took significant steps to address these areas by strengthening our insurance and revenue leadership, centralizing and enhancing our data and analytics capabilities, and improving our expense efficiency.

Building on these improvements, we also executed a rigorous and comprehensive strategic review to identify the most promising opportunities for TriNet to enhance performance in the medium term. This process required us to make disciplined and strategic choices, focusing on the most impactful opportunities. As part of this process, we decided to exit the SaaS-only HRIS and Clarus R&D tax credit businesses. These decisions, while difficult, allow us to focus on being the premium provider of comprehensive HR solutions to the SMB market.

For our medium-term plan, we identified three core opportunities. First, improve insurance services by strengthening our pricing and risk management efforts and driving innovation in our benefits offerings. Second, improve our go-to-market motion by creating a more tenured and productive sales force and expanding our insurance broker channel. And finally, scale our service model through digital transformation which will improve both our cost structure and our customer experience.

Our three straightforward financial objectives underscore our medium-term plan: grow revenues 4-6%, expand our Adjusted EBITDA margins to 10-11%, and deliver on our capital management priorities. Through disciplined execution, we believe our medium-term plan supports a value creation opportunity of 13% to 15% for our shareholders, using 2024 as a baseline.

2025 will be a pivotal year of transition for us. We will strategically re-price to align with our targeted Insurance Cost Ratio range and execute on our growth and efficiency initiatives, which we expect will position TriNet for a much-improved financial standing as we exit the year.

We have become a more focused company, operating only in attractive markets where we have the scale, capabilities, and brand to compete successfully. Our organization is aligned and highly engaged in executing our plans while always keeping our incredible SMB customers at the center of everything we do.

TRINET GROUP, INC.

One Park Place, Suite 600

Dublin, California 94568

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholder:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders of TRINET GROUP, INC., a Delaware corporation, which will be held virtually on Thursday, May 22, 2025, at 9:00 a.m. Pacific Time (the "2025 Annual Meeting").

We are holding the 2025 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 2025 Annual Meeting by visitingwww.virtualshareholdermeeting.com/TNET2025, 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 2025 Annual Meeting is March 28, 2025. Only stockholders of record at the close of business on that date may vote at our 2025 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 10, 2025, 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.

We appreciate your continued support of TriNet.

By Order of the Board of Directors,

Sidney Majalya

Secretary

April 10, 2025

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

PROXY STATEMENT

FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS