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TRINET GROUP, INC.

For the period ended Jun 30, 2026. Filed Jul 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.

Jun 30, 2026 · Filed Jul 30, 2026

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

What changed in Risk Factors?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-04-30.

0000937098-26-000034

Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of Proceeds

Current report: 10-Q

Period ended 2026-06-30; filed 2026-07-30.

0000937098-26-000050

Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of Proceeds

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 11 previous paragraphs and 16 current paragraphs.

8 unchanged; 3 reworded; 5 added; 0 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 1 previous and 3 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 (5)

Current report

We may incur losses related to Employee Retention Tax Credit claims filed on behalf of our clients.

Current report

During the COVID‑19 pandemic and in the years that followed, we assisted eligible clients in claiming ERTCs through adjustments to federal payroll tax filings. As a PEO, ERTC claims submitted on behalf of our clients were generally included on payroll tax returns filed in our name. The eligibility of many ERTC claims depends upon client‑specific information and certifications regarding matters that are outside of our direct control, including eligibility determinations, business operations, governmental orders and revenue reductions.

Current report

The IRS has increased its scrutiny of ERTC claims and is conducting examinations of certain claims. If the IRS determines that claims filed on behalf of our clients were not valid, were inadequately supported, were improperly calculated or were otherwise ineligible, the IRS may deny the credits and seek repayment of refunds previously paid or assert penalties and interest. In some circumstances, the IRS could seek recovery from us as the filer of the relevant payroll tax returns.

Current report

Although our agreements with our clients generally provide us with contractual rights to seek reimbursement from clients where we incur liabilities attributable to their claims, those contractual protections may not fully protect us from loss. Clients may dispute their obligations, challenge our ability to recover amounts paid, become insolvent or otherwise fail to satisfy reimbursement obligations. As a result, we may be unable to recover all amounts for which we become liable.

Current report

Any material disallowance of ERTC claims, requirement to repay credits, inability to recover amounts from clients, increase in reserves or allowances, litigation relating to ERTC claims, adverse regulatory developments or reputational harm associated with ERTC examinations could adversely affect our business, financial condition, results of operations and cash flows.
Reworded paragraphs (3)

Previous wording

There have been no material changes in our risk factors disclosed in Part 1, Item 1A, of our 2025 Form 10-K.

Current wording

Other than the risk factor below, there have been no material changes in our risk factors disclosed in Part 1, Item 1A, of our 2025 Form 10-K.

Previous wording

(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. From time to time, our board of directors authorizes increases to our stock repurchase program and approved an aggregate total of $3,051 million as of March 31, 2026. The total remaining authorization for future stock repurchases under our stock repurchase program was $347 million as of March 31, 2026. The program does not have an expiration date.

Current wording

(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. From time to time, our board of directors authorizes increases to our stock repurchase program and approved an aggregate total of $3,051 million as of June 30, 2026. The total remaining authorization for future stock repurchases under our stock repurchase program was $329 million as of June 30, 2026. The program does not have an expiration date.

Previous wording

(3) We repurchased a total of approximately $58 million of our outstanding stock during the three months ended March 31, 2026.

Current wording

(3) We repurchased a total of approximately $18 million of our outstanding stock during the three months ended June 30, 2026.