TRINET GROUP, INC.

Risk Factors

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.

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

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.

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.

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.

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.