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TRINET GROUP, INC.

For the period ended Mar 31, 2026. Filed Apr 30, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed Apr 30, 2026

TNET$66.63-1.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 130 previous paragraphs and 133 current paragraphs.

83 unchanged; 35 reworded; 15 added; 12 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 57 previous and 49 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (15)

Current report

Our ASO services, which includes our “HR Plus” product, consist of a SaaS solution with a significant service component. 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.

Current report

•continued to execute on our medium-term strategy, including substantive progress in our efforts to reset the rates of our health benefits services,

Current report

•launched our new AI tool, TriNet Assistant, enabling customers to ask and receive answers to HR questions, with corresponding privacy and security safeguards and controls, by directly accessing TriNet’s HR knowledge library,

Current report

•launched tools to assist our clients with IT automation, global workforce management and retirement plan connectivity to TriNet’s platform,

Current report

•have sought to demonstrate disciplined expense management in line with our expectations,

Current report

•in April of 2026, announced the purchase of Cocoon, a leading provider of leave management technology that we plan to integrate into TriNet’s platform.

Current report

ASO Users grew from approximately 39,700 users as of December 31, 2025 to approximately 40,800 users as of March 31, 2026. This increase is primarily related to the addition of new clients as we continue to migrate from our former HRIS product to our ASO product.

Current report

ICR decreased for the first quarter as compared to the same period in 2025, primarily driven by rate increases in our insurance services revenue for health benefits outpacing the corresponding increase in insurance costs due to our repricing efforts. The overall decrease in insurance costs and insurance services revenue was primarily due to lower co-employed Average WSEs.

Current report

Interest income for the first quarter was lower than the prior period, primarily driven by lower interest received related to payroll tax refunds.

Current report

During the first quarter expenses increased 5%, when compared to the same period in 2025. This increase was driven largely by higher expenses related to severance charges incurred in the first quarter of 2026 as part of our efforts to rebalance our workforce in line with our medium term strategy. The ratio of expenses to total revenues was 20% for the first quarter and 18% for the same period in 2025.
Removed paragraphs (12)

Previous report

•made progress on the strategic restructuring initiatives to focus our business on our core value proposition, growing ASO, and the efficiency and effectiveness of our operations, including the sale of TriNet Clarus R+D,

Previous report

•demonstrated disciplined expense management, in light of rising insurance costs,

Previous report

ICR remained flat for the third quarter and increased for the nine months ended September 30, 2025 as compared to the same period in 2024, the increase was primarily driven by higher insurance costs that outpaced the growth in ISR. The increase in insurance costs was primarily due to higher rates paid for inpatient 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.

Previous report

•HRIS - cloud services revenue, which includes our new ASO services revenue, and

Previous report

•HRIS - cloud services revenue, which includes our new ASO services revenue.

Previous report

PSR for the third quarter and nine months ended September 30, 2025 decreased compared to prior periods, primarily driven by lower co-employed Average WSEs, and the discontinuance of both a client-level technology fee

Previous report

Interest income for the third quarter and nine months ended September 30, 2025 was slightly higher than prior periods as higher interest received related to payroll tax refunds was partially offset by a decrease in interest earned on our cash and investments.

Previous report

During the third quarter and nine months ended September 30, 2025, expenses decreased 2% and 4% respectively, when compared to the same periods in 2024, driven largely by lower compensation expense from our reduced headcount, partially offset by increased expenses related to the execution of our medium term strategy, which includes process optimization, further development of our product offerings, and go-to-market innovations. The ratio of expenses to total revenues was 19% for the third quarter and the nine months ended September 30, 2025 and 20% for the same periods in 2024.

Previous report

On July 4, 2025, H.R. 1 - One Big Beautiful Bill Act (“OBBBA”) was signed into law, which includes significant changes to federal tax law and other regulatory provisions that may impact the Company. ASC 740, “Income Taxes”, requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. The Company is currently evaluating the provisions of the new law and the potential effects on its financial position, results of operations and cash flows.
Reworded paragraphs (35)

Previous wording

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.

Current wording

TriNet is a leading provider of HR solutions for SMBs. We offer technology-enabled services through our PEO and ASO models that include human capital expertise, employee benefits such as health insurance and retirement plans, payroll and payroll tax administration, risk mitigation, and compliance consulting.

Previous wording

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 provides payroll processing, HR administration and compliance management solutions outside of the co-employment model.

Current wording

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.

Previous wording

Our consolidated results for the nine months ended September 30, 2025 reflect our continuing efforts to serve our clients, attract new clients, manage expenses and invest in our platform.

Current wording

Our consolidated results for the three months ended March 31, 2026 reflect our continuing efforts to serve our existing clients, attract new clients, manage expenses and invest in our platform.

Previous wording

We paid common stock dividends of $0.25 per share in January 2025 and $0.275 per share in April and July 2025. We also declared a common stock dividend of $0.275 per share paid in October 2025.

Current wording

•paid a common stock dividend of $0.275 per share in January 2026. We also declared common stock dividends of $0.29 per share to be paid in the second quarter of 2026, and

Previous wording

Our results for the quarter ended September 30, 2025, and the nine months ended September 30, 2025 when compared to the same periods of 2024, are noted below:

Current wording

Our results for the quarter ended March 31, 2026 when compared to the same period of 2025, are noted below:

Previous wording

Our total revenue decreased in the third quarter of 2025, compared to the same period in 2024, primarily driven by lower co-employed Average WSEs.

Current wording

Our total revenue decreased in the first quarter of 2026, compared to the same period in 2025, primarily driven by lower co-employed Average WSEs partially offset by higher rates charged for our services.

Previous wording

During the third quarter of 2025, our Average WSEs and Total WSEs decreased by 6%, compared to the same period in 2024, primarily due to WSE decreases in our Technology, Professional Services, Main Street, and Life Sciences verticals.

Current wording

During the first quarter of 2026, our Average WSEs and Total WSEs decreased by 12%, compared to the same period in 2025, primarily due to WSE decreases in our Technology, Professional Services, and Main Street verticals, which were partially attributable to repricing of our health benefits services.

Previous wording

Our results are highly influenced by health care cost and utilization trends. Our ICR in the third quarter of 2025 was flat compared to the same period in 2024. On a year-to-date basis, our ICR was 2% higher compared to the same period in 2024, driven by insurance costs outpacing the growth in insurance services revenues during the first half of 2025.

Current wording

Our results are highly influenced by health care cost and utilization trends. Our ICR in the first quarter of 2026 decreased compared to the same period in 2025, primarily driven by the cumulative results of our repricing efforts over the past year to align our insurance services rates with the current insurance cost trends and lower claims development from the prior year.

Previous wording

Lower total revenue, partially offset by lower operating expenses, resulted in decreases of net income and Adjusted Net income of 24% and 7%, respectively, in the third quarter of 2025, as compared to the same period in 2024. On a year-to-date basis, higher insurance costs, partially offset by lower operating expenses, resulted in decreases in net income and Adjusted Net income of 20% and 15%, respectively.

Current wording

Lower revenue, offset by lower insurance costs, resulted in increases of net income and Adjusted Net Income of 5% and 17%, respectively, in the first quarter of 2026, as compared to the same period in 2025.

Previous wording

The following table summarizes our results of operations for the third quarter and nine months ended September 30, 2025, when compared to the same periods of 2024. For details of the critical accounting judgments and estimates that could affect our Results of Operations, see the Critical Accounting Judgments and Estimates section within the MD&A in Item 7 of our 2024 Form 10-K.

Current wording

The following table summarizes our results of operations for the first quarter ended March 31, 2026, when compared to the same period of 2025. For details of the critical accounting judgments and estimates that could affect our Results of Operations, see the Critical Accounting Judgments and Estimates section within the MD&A in Item 7 of our 2025 Form 10-K.

Previous wording

(1) Refer to Non-GAAP measures definitions and reconciliations from GAAP measures under the heading "Non-GAAP Financial Measures".

Current wording

(1) Refer to Non-GAAP measures definitions and reconciliations to the nearest GAAP measures under the heading "Non-GAAP Financial Measures".

Previous wording

(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.

Current wording

(1)Non-GAAP effective tax rate is 25.5% and 25% for the first quarters of 2026 and 2025, respectively, which excludes the income tax impact from stock-based compensation, changes in uncertain tax positions, and nonrecurring benefits or expenses from federal legislative changes.

Previous wording

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. 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. Starting in 2023 and rolled out through 2024, we began billing clients in groups over time, driving a large increase in PEO Platform Users over that period.

Current wording

We charge a platform user access fee to clients for those users of our PEO platform who may not be co-employed by us as well as for co-employees for whom payroll may not be regularly run. 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.

Previous wording

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.

Current wording

The effect of this fee is that we receive revenue from two types of users on our PEO platform, those who are co-employed in our PEO business and those who 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.

Previous wording

Average WSEs decreased 6% when comparing the third quarter of 2025 to the same period in 2024 driven by both client attrition outpacing new client additions and lower hiring in our installed base over the past twelve months, primarily due to declines in our Technology, Professional Services, Main Street, and Life Sciences verticals.

Current wording

Average WSEs decreased 12% when comparing the first quarter of 2026 to the same period in 2025, driven by client attrition outpacing new client additions which was partially offset by modest additional hiring of WSEs by our clients over the past twelve months. These declines were primarily in our Technology, Professional Services, and Main Street verticals. Client attrition has been higher than our historical rates in the past twelve months primarily due to the repricing increases of our health benefits services driven by increasing health care costs.

Previous wording

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. Total WSEs decreased 7% when compared to the same period in 2024, primarily due to declines in our Technology, Professional Services, Main Street, and Life Sciences verticals. This was partially attributable to necessary repricing of our health benefits services.

Current wording

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. Total WSEs decreased 12% when compared to the same period in 2025, primarily due to declines in our Technology, Professional Services, and Main Street verticals for the reasons noted above.

Previous wording

Monthly revenues per co-employed Average WSE is a measure we use to monitor our PEO pricing strategies. This measure increased by 8% during the third quarter and nine months ended September 30, 2025 compared to the same periods in 2024.

Current wording

Monthly revenues per co-employed Average WSE is a measure we use to monitor our PEO pricing strategies. This measure increased by 9% during the three months ended March 31, 2026 compared to the same period in 2025.

Previous wording

Total revenue decreased for the third quarter of 2025, primarily due to lower co-employed Average WSEs. Total revenue was flat for the nine months ended September 30, 2025 as lower co-employed Average WSEs was offset by rate increases for both professional services and insurance services revenues.

Current wording

Total revenue decreased for the first quarter of 2026, as lower co-employed Average WSEs was partially offset by rate increases for both professional services and insurance services revenues.

Previous wording

During 2025, we began migrating our clients from our predecessor HRIS services to our ASO product. PSR from PEO Services customers and HRIS and ASO services clients was as follows:

Current wording

During 2025, we began migrating our clients from our predecessor HRIS services to our ASO services. PSR from PEO services customers and ASO services clients was as follows:

Previous wording

and our Clarus R+D product. PSR from HRIS services has decreased as we continue to wind down this product and migrate clients to our ASO services.

Current wording

PSR for the first quarter decreased compared to prior period, primarily driven by lower co-employed Average WSEs. PSR from ASO services has decreased as we continue to wind down our former HRIS services product and migrate clients to our ASO services.

Previous wording

ISR decreased slightly for the third quarter of 2025, primarily due to lower health plan enrollment driven by lower Co-employed Average WSEs. The increase in ISR for the nine months ended September 30, 2025 was primarily driven by rate increases, partially offset by lower co-employed Average WSEs.

Current wording

ISR decreased for the first quarter of 2026, primarily due to lower health plan enrollment driven by lower co-employed Average WSEs. This decrease was partially offset by higher rates.

Previous wording

Insurance costs decreased for the third quarter of 2025, primarily due to lower co-employed Average WSEs partially offset by higher rates paid for services. Insurance costs increased for the nine months ended September 30, 2025, primarily due to higher rates paid for outpatient and professional services and increased utilization of high-cost drugs, particularly for specialty drugs and medications for diabetes and obesity. This increase is partially offset by lower co-employed Average WSEs.

Current wording

Insurance costs for the first quarter of 2026 decreased, primarily due to lower co-employed Average WSEs and better than expected claims development from the prior year. This decrease was partially offset by higher rates paid for professional services, increased outpatient utilization, and continued growth in the use of high-cost drugs, particularly for specialty medications and on-specialty drugs for diabetes and obesity.

Previous wording

We had approximately 3,300 colleagues as of September 30, 2025 primarily across the U.S. but also in India and Canada, down approximately 400 colleagues from September 30, 2024. Compensation costs for our colleagues include payroll, payroll taxes, SBC, bonuses, commissions and other payroll- and benefits-related costs. Compensation-related expenses represented approximately 65% of our expenses in the third quarters of 2025 and 2024, and 66% in the nine months ended 2025 and 2024.

Current wording

We had approximately 3,400 colleagues as of March 31, 2026 primarily across the U.S. and India, approximately the same as in March 31, 2025. Compensation costs for our colleagues include payroll, payroll taxes, SBC, bonuses, commissions and other payroll- and benefits-related costs. Compensation-related expenses represented approximately 69% and 68% of our expenses in the first quarters of 2026 and 2025.

Previous wording

Our ETR was 32% and 23% for the third quarters of 2025 and 2024, respectively and 28% and 25% for the nine months ended September 30, 2025 and 2024, respectively. The increase in the rate as compared to the same periods of 2024 was primarily attributable to decreases in tax benefits for stock based compensation, decreases in excludable income for state tax purposes, and decreases in tax credits.

Current wording

Our ETR was 28% and 26% for the first quarters of 2026 and 2025, respectively. The increase in the rate was primarily attributable to decreases in tax benefits for stock-based compensation and increases in nondeductible compensation.

Previous wording

Included in our balance sheets are assets and liabilities resulting from transactions directly or indirectly associated with WSEs, including payroll and related taxes and withholdings, our sponsored workers' compensation and health insurance programs, and other benefit programs. 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.

Current wording

Included in our balance sheets are assets and liabilities resulting from transactions directly or indirectly associated with WSEs, including payroll and related taxes and withholdings, our sponsored workers' compensation and health insurance programs, and other benefit programs. 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.

Previous wording

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. The associated cash is reflected on our Condensed 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 September 30, 2025, the balance of restricted cash in TriNet Trust was $63 million. 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 will continue to use this trust structure as we transition our HRIS services to ASO services.

Current wording

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. The associated cash is reflected on our condensed 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 March 31, 2026, the balance of restricted cash in TriNet Trust was $54 million. 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 complete the transition of our HRIS services to ASO services.

Previous wording

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 regularly review our short-term obligations associated with our WSEs (such as payroll and related taxes, insurance premium and claim payments) and designate funds required to fulfill these short-term obligations, which we refer to as PFC. PFC is included in current assets as restricted cash, cash equivalents and investments.

Current wording

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 regularly review our short-term obligations associated with our WSEs (such as payroll and related taxes, insurance premiums and claim payments) and designate funds required to fulfill these short-term obligations, which we refer to as PFC. PFC is included in current assets as restricted cash, cash equivalents and investments.

Previous wording

Corporate working capital as of September 30, 2025 increased $50 million from December 31, 2024, primarily due to the increases in our corporate cash and cash equivalents, together with decreases in our corporate current liabilities. Our decrease in corporate current liabilities is primarily driven by the pay off of our revolving credit facility in the third quarter of 2025, leaving no outstanding balance on our $700 million revolving line of credit.

Current wording

Corporate working capital as of March 31, 2026 increased $27 million from December 31, 2025, primarily due to the increases in our corporate cash and cash equivalents. This increase was driven by earnings during the first quarter partially offset by share repurchases and dividends paid.

Previous wording

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 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 September 30, 2025, our investments had a weighted average duration of two years and an average S&P credit rating of AA+.

Current wording

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 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 March 31, 2026, our investments had a weighted average duration of three-year and an average S&P credit rating of AA+.

Previous wording

As of September 30, 2025, we held approximately $1.6 billion in restricted and unrestricted cash, cash equivalents and investments, of which $321 million was unrestricted cash and cash equivalents. Refer to Note 2 in the condensed consolidated financial statements and related notes included in this Form 10-Q.

Current wording

As of March 31, 2026, we held approximately $1.6 billion in restricted and unrestricted cash, cash equivalents and investments, of which $340 million was unrestricted cash and cash equivalents. Refer to Note 2 in the condensed consolidated financial statements and related notes included in this Form 10-Q.

Previous wording

During the nine months ended September 30, 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.

Current wording

During the three months ended March 31, 2026 and 2025, we continued to make investments in software and hardware as we enhanced our existing service offerings and technology platform. We also made significant investments in furniture and fixtures for our recently leased space in Atlanta during the quarter. We expect capital investments in our software and hardware to continue in the future.

Previous wording

Net cash used in financing activities in the nine months ended September 30, 2025 and 2024 consisted of WSE and TriNet Trust related activities and our debt and equity-related activities.

Current wording

Net cash used in financing activities in the three months ended March 31, 2026 and 2025 consisted of WSE and TriNet Trust related activities and our debt and equity-related activities.

Previous wording

During the nine months ended September 30, 2025, we repurchased 1,711,793 shares of our common stock for approximately $122 million through our existing stock repurchase program in addition to 55,136 shares acquired to satisfy tax withholding obligations related to SBC vesting. As of September 30, 2025, approximately $129 million remained available for repurchase under all authorizations by our board of directors. We plan to use current cash and cash generated from ongoing operating activities to fund this stock repurchase program.

Current wording

During the three months ended March 31, 2026, we repurchased 1,348,513 shares of our common stock for approximately $58 million through our existing stock repurchase program in addition to 57,484 shares acquired to satisfy tax withholding obligations related to SBC vesting. As of March 31, 2026, approximately $347 million remained available for repurchase under all authorizations by our board of directors. We plan to use current cash and cash generated from ongoing operating activities to fund this stock repurchase program.

Previous wording

•paid common stock dividends of $0.275 per share in April and July, and declared common stock dividends of $0.275 per share paid in October 2025. Together with common stock repurchases of $122 million, we have returned $162 million to stockholders as of September 30, 2025.

Current wording

We paid a common stock dividend of $0.275 per share in January 2026. We also declared common stock dividends of $0.29 per share to be paid in the second quarter of 2026.

Previous wording

Our 2021 Credit Agreement includes a $700 million revolver. In July 2025, the outstanding balance of $90 million was paid off. 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. The 2021 Credit Agreement also contains a financial covenant that requires the Company to maintain certain maximum total net leverage ratios.

Current wording

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. In addition, the 2021 Credit Agreement also contains other customary affirmative and negative covenants and customary events of default. The 2021 Credit Agreement also contains a financial covenant that requires the Company to maintain certain maximum total net leverage ratios.