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 Shareholders,

As we entered 2025, TriNet focused on strengthening the fundamentals of our business while helping small and medium-sized businesses navigate one of the most dynamic operating environments in decades. Our customers continue to face macroeconomic uncertainty, an evolving regulatory landscape, rising benefit and labor costs, and rapid technological change driven by artificial intelligence. Against this backdrop, our priorities were clear: elevate the customer experience, sharpen go-to-market execution, reinforce pricing discipline, and operate more efficiently to better serve customers and create long-term stockholder value.

The pace of change for our customers continues to accelerate. Small and medium-sized businesses are under pressure to do more with fewer resources while remaining compliant, competitive, and attractive employers. At the same time, AI adoption across the economy is reshaping how work gets done. We believe TriNet’s co-employment model, with its allocation of employment-related responsibilities between TriNet and our clients in a complex regulatory environment, cannot be easily replicated or unbundled by software alone. This integrated responsibility is foundational to the trust our customers place in us and core to the long-term defensibility of our model.

Throughout 2025, we focused on what we can control to help customers succeed: applying technology thoughtfully to enhance service quality and efficiency, while continuing to deliver the human expertise, risk management, and support our customers rely on. We took deliberate actions in 2025 to strengthen our foundation so we can be a more resilient and dependable partner in uncertain times.

A key focus was ensuring the sustainability of our health insurance offerings in a challenging cost environment. In 2025, we completed a comprehensive health fee repricing to better align pricing with risk and stabilize our Insurance Cost Ratio. While difficult, these actions were necessary to preserve long-term affordability, choice, and stability for customers. With the most significant repricing behind us, we believe we are better positioned to balance competitiveness, retention, and profitability.

We also invested to strengthen how we engage prospective clients and their advisors. In sales, we built a more experienced organization, increased the number of tenured sales consultants, and launched the Ascend program to develop the next generation of talent. By leveraging AI-enabled tools, we are improving sales effectiveness, streamlining workflows, and better connecting teams with customer needs. We also deepened broker partnerships and invested in the technology and service capabilities that support this important channel.

Enhancing the customer experience remains central to our strategy. In 2025, TriNet achieved an all-time high Net Promoter Score, reflecting improvements in service quality and execution. We advanced our platform capabilities, including expansion of our ASO offering, which continues to resonate with customers seeking flexibility and choice. We are applying AI to simplify routine questions, improve knowledge management, and accelerate resolution times—freeing our teams to focus on higher value, more complex customer needs. Looking ahead, we are excited to introduce TriNet Assistant, an AI-powered tool designed to bring more than three decades of TriNet expertise directly to customers with fast, accurate answers across a broad range of HR topics.

Throughout the year, we paired these investments with strong financial discipline. In 2025, we reduced operating expenses, generated solid free cash flow, strengthened our balance sheet, and delivered earnings near the top end of our guidance range. We also returned significant capital to shareholders through dividends and share repurchases, reflecting the durability of our business model and our commitment to long-term value creation.

As we look ahead to 2026, we remain confident in the role TriNet plays for small and medium-sized businesses. Our customers will continue to innovate, adopt emerging technologies such as AI, and compete more effectively with larger enterprises. TriNet is committed to helping them do exactly that – by combining technology, expertise, and human support in a way that reduces complexity and allows customers to focus on growing their businesses. We enter 2026 focused, resilient, and well positioned to support our customers and deliver sustainable growth.

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

TRINET GROUP, INC.

One Park Place, Suite 600

Dublin, California 94568

Dear Stockholder:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders of TRINET GROUP, INC., a Delaware corporation, which will be held virtually on Wednesday, May 27, 2026, at 9:00 a.m. Pacific Time(the "2026 Annual Meeting").

We are holding the 2026 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 2026 Annual Meeting by visitingwww.virtualshareholdermeeting.com/TNET2026, 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 2026 Annual Meeting is March 31, 2026. Only stockholders of record at the close of business on that date may vote at our 2026 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 15, 2026, 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 15, 2026

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.

Cautionary Note Regarding Forward-Looking Statements

For purposes of this Proxy Statement on Form DEF14-A (the “Proxy Statement”), the terms “TriNet,” “the Company,” “we,” “us” and “our” refer to TriNet Group, Inc., and its subsidiaries. This Proxy Statement contains statements that are not historical in nature, are predictive in nature, or that depend upon or refer to future events or conditions or otherwise contain forward-looking statements within the meaning of Section 21 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Private Securities Litigation Reform Act of 1995. Forward-looking statements are often identified by the use of words such as, but not limited to, “ability,” "achieve," “can,” “continue,” “could,” “design,” "drive," “estimate,” “expect,” “future,” "grow," “impact,” “intend,” “may,” “plan,” “potential,” “project,” "remain," “seek,” “should,” “strategy,” “target,” “value,” “will,” “will be,” “will continue,” “would” and similar expressions or variations intended to identify forward-looking statements.

Such forward-looking statements involve risks and uncertainties that may cause actual events, results or performance to differ materially from those indicated by such statements. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in the section titled “Risk Factors” in our Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission (“SEC”) on February 12, 2026.

Forward-looking statements are not guarantees of future performance but are based on management’s expectations as of the date of this Proxy Statement and assumptions that are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from our current expectations and any past results, performance or achievements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

The information provided in this Proxy Statement is based upon the facts and circumstances known as of the date of this Proxy Statement, and any forward-looking statements made by us in this Proxy Statement speak only as of the date of this Proxy Statement. We undertake no obligation to revise or update any of the information provided in this Proxy Statement, except as required by law.

Website References

This Proxy Statement includes several website addresses and references to additional materials found on those websites. These websites and materials, including the information on the Company’s website, as may be referenced in this Proxy Statement, are provided for convenience only, and are not intended to be, part of this Proxy Statement and are not incorporated by reference herein.

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