tnet-202510230000937098False00009370982025-10-232025-10-23
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 23, 2025
TRINET GROUP, INC.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | |
| Delaware | 001-36373 | 95-3359658 |
(State or other jurisdiction of
incorporation or organization) | (Commission File Number) | (I.R.S. Employer
Identification No.) |
| One Park Place, Suite 600 | | |
| Dublin, | CA | | 94568 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (510) 352-5000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | | | | |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock par value $0.000025 per share | TNET | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.02 Results of Operations and Financial Condition
On October 29, 2025, TriNet Group, Inc. (the “Company”) issued a press release announcing the Company’s financial and operating results for the quarter ended September 30, 2025. A copy of the press release, entitled “TriNet Announces Third Quarter 2025 Results & Reaffirms Full Year 2025 Guidance” is furnished as Exhibit 99.1 hereto and incorporated by reference.
The information in this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
CFO Transition
On October 23, 2025, the Company's Board of Directors (the “Board”) appointed Ms. Mala Murthy as the Chief Financial Officer and Executive Vice-President of the Company, effective November 28, 2025 (the “Effective Date”). Ms. Kelly Tuminelli will step down from her current position as Chief Financial Officer and Executive Vice-President of the Company on the Effective Date, after more than five years in this position.
Ms. Murthy, age 61, will have served as Chief Financial Officer of Teladoc Health, Inc. from June 2019 until November 2025. Prior to that, she served as Chief Financial Officer of Global Commercial Services at American Express from June 2012 to May 2019, and held various leadership positions at PepsiCo from 1995 to May 2012. In addition, Ms. Murthy has served as a board member to Avantor, Inc. since November 2021. Ms. Murthy holds a master’s degree in public and private management from the Yale School of Management, an MBA from the Indian Institute of Management and a bachelor’s degree in computer science and engineering from Jadavpur University, in India.
The Company and Ms. Murthy entered into an employment agreement in connection with her appointment (the “Employment Agreement”). Ms. Murthy’s employment is at-will, and pursuant to the Employment Agreement, Ms. Murthy is eligible for the following compensation, (i) an annual base salary of $650,000, (ii) a sign-on bonus of $500,000, subject to repayment on a pro-rated basis in the event of a separation from service prior to the first anniversary of the Effective Date due to Ms. Murthy’s voluntary resignation or termination for cause, and (iii) an annual target bonus of 100% of Ms. Murthy’s annual base salary, subject to the achievement of performance metrics established by the Company; provided that for 2025, Ms. Murthy will be paid her target bonus pro-rated for the portion of the year during which she is employed.
In connection with her commencement of service, Ms. Murthy will be eligible to receive (i) a one-time award of restricted stock units covering shares of the Company’s common stock (“RSUs”) with a target value of $500,000, which will vest in full on the one year anniversary of the date of grant, subject to Ms. Murthy’s continued service on the vesting date and (ii) a one-time award of RSUs with a target value of $4,100,000, which will vest over a four-year period, with one-fourth of the total shares subject to the RSUs vesting on the first anniversary of the date of grant, and one-sixteenth of the total shares subject to the RSUs vesting on a quarterly basis thereafter, in each case provided that Ms. Murthy remains in service with the Company on the applicable vesting date (the “New Hire RSUs”).
In addition, Ms. Murthy will be eligible to receive (i) an award of RSUs with a target value of $1,750,000, and (ii) performance stock units (“PSUs”) with a target value of $1,750,000, in each case in connection with the Company’s annual grant cycle (the “2026 Annual Grants”). The RSUs granted in connection with the 2026 Annual Grants will be subject to a four-year vesting schedule, with one-fourth of the total shares subject to the RSUs vesting on the first anniversary of the date of grant, and one-sixteenth of the total shares subject to the RSUs vesting on a quarterly basis thereafter, in each case provided that Ms. Murthy remains in service with the Company on such vesting date. The PSUs granted in connection with the 2026 Annual Grants will be subject to the same performance terms and other vesting requirements as applicable to PSUs granted to the Company’s other executive officers in connection with the 2026 performance cycle. The New Hire RSUs and 2026 Annual Grants will be made pursuant to the terms of the Company’s Amended and Restated 2019 Incentive Plan.
Ms. Murthy will also be eligible to participate in the Company’s Amended and Restated Executive Severance Benefit Plan (the “Severance Plan”) previously filed as Exhibit 10.12 to the Company’s Annual Report Form 10-K for the fiscal year ended December 31, 2024, which provides for certain payments and benefits upon qualifying terminations of service by the Company without “cause” (as defined in the Severance Plan) or resignation for “good
reason” (as defined in the Employment Agreement), including in connection with a change in control of the Company. In addition, in the event of Ms. Murthy’s qualifying termination of service under the terms of the Severance Plan within 12 months following her commencement of service, if the gross value of the equity acceleration to which she is entitled under the Severance Plan is less than $2,000,000, Ms. Murthy will be entitled to an additional cash payment equal to the difference between the actual gross value of such equity acceleration and $2,000,000.
The Company will also enter into its standard form of indemnification agreement with Ms. Murthy, which was previously filed by the Company on March 4, 2014, as Exhibit 10.8 to the Company’s Registration Statement on Form S-1/A.
There are no family relationships between Ms. Murthy and any Company director or executive officer, and no arrangements or understandings between Ms. Murthy and any other person pursuant to which she was selected as an officer. Ms. Murthy is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K.
Transition Agreement
In connection with the transition, Ms. Tuminelli entered into a transition agreement with the Company on October 25, 2025 (the “Transition Agreement”), pursuant to which she will step down from her role as Chief Financial Officer and Executive Vice-President of the Company on the Effective Date and assume a non-executive employee role through March 16, 2026 (the “Transition Period”) in order to promote a smooth and orderly transition. During the Transition Period, Ms. Tuminelli will continue to receive her base salary as currently in effect and remain eligible for employee benefits, including continued vesting of her existing equity awards in accordance with their terms. Provided Ms. Tuminelli continues in service with the Company through the end of the Transition Period, subject to her execution of a general release of claims in favor of the Company and its affiliates, Ms. Tuminelli will be entitled to the following benefits as set out in the Company’s Amended and Restated Executive Severance Benefit Plan: a cash payment equal to 12 months of her base salary, Company subsidized healthcare coverage for Ms. Tuminelli and her eligible dependents for up to 12 months following her separation from service, and accelerated vesting of her time-based equity awards that would have otherwise vested in the 12 months following her separation from service had she remained employed through such time.
The foregoing descriptions of the Employment Agreement and the Transition Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Employment Agreement and the Transition Agreement, respectively, copies of which will be filed as exhibits to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Item 7.01 Regulation FD Disclosure
On October 29, 2025, the Company issued a press release announcing the leadership transition. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference.
The information contained in this Item 7.01 and in the accompanying exhibit shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| | | | | |
Exhibit
Number | Description |
| 99.1 | Press Release, dated October 29, 2025, entitled “TriNet Announces Third Quarter 2025 Results & Reaffirms Full Year 2025 Guidance" |
| 99.2 | Press Release, dated October 29, 2025, entitled "TriNet Appoints Mala Murthy as Chief Financial Officer, Succeeding Kelly Tuminelli" |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
INDEX TO EXHIBITS
| | | | | |
Exhibit
Number | Description |
| 99.1 | |
| 99.2 | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | | | | |
| | | | TriNet Group, Inc. |
| Date: | October 29, 2025 | By: | /s/ Sidney Majalya |
| | | | Sidney Majalya |
| | | | Senior Vice President, Chief Legal Officer and Secretary |
TriNet Announces Third Quarter 2025 Results & Reaffirms Full Year 2025 Guidance
DUBLIN, Calif. — October 29, 2025 — TriNet Group, Inc. (NYSE: TNET), a leading provider of comprehensive human resources solutions for small and medium-size businesses (SMBs), today announced financial results for the third quarter ended September 30, 2025. The third quarter highlights below include non-GAAP financial measures which are reconciled later in this release.
“After our strong third quarter financial performance, we are now tracking towards the high end of our full-year earnings guidance range,” said Mike Simonds, TriNet President and CEO. “We launched our go-to-market initiatives and have nearly completed the most aggressive portion of our repricing, setting us up for an improving growth trajectory in coming quarters.”
Simonds continued, “The broader SMB business environment remains challenged, and we remain focused on supporting our customers. Despite the challenging conditions, we recorded our highest ever customer net promoter score, and customer retention remains above our historical average.”
Third quarter highlights include:
•Total revenues were $1.2 billion, down 2% to the same period last year.
•Professional service revenues decreased 8% to $169 million compared to the same period last year.
•Net income was $34 million, or $0.70 per diluted share, compared to net income of $45 million, or $0.89 per diluted share, in the same period last year.
•Adjusted Net Income was $55 million, or $1.11 per diluted share, compared to Adjusted Net Income of $59 million, or $1.17 per diluted share, in the same period last year.
•Adjusted EBITDA was $100 million, representing an Adjusted EBITDA Margin of 8.2%, compared to Adjusted EBITDA of $109 million, representing an Adjusted EBITDA Margin of 8.8%, in the same period last year.
•Average WSEs decreased 6% compared to the same period last year, to approximately 335,000.
Full-Year 2025 Guidance
In addition to announcing our third quarter 2025 results, we are reiterating our full-year 2025 guidance. Non-GAAP financial measures are reconciled later in this release.
| | | | | | | | | | | | | | | | | | | |
| | | | | Full Year 2025 |
| (dollars in millions, except for per share amounts) | | | | | Low | | High |
| Total Revenues | | | | | $4,950 | | $5,140 |
| Professional Service Revenues | | | | | $700 | | $730 |
| | | | | | | |
| | | | | | | |
| Insurance Cost Ratio | | | | | 92% | | 90% |
| Adjusted EBITDA Margin | | | | | 7% | | 9% |
| Diluted net income per share of common stock | | | | | $1.90 | | $3.40 |
| Adjusted Net Income per share - diluted | | | | | $3.25 | | $4.75 |
Quarterly Report on Form 10-Q
We anticipate filing our Quarterly Report on Form 10-Q (“Form 10-Q”) for the nine months ended September 30, 2025 with the U.S. Securities and Exchange Commission (SEC) and making it available at https://www.trinet.com today, October 29, 2025. This press release should be read in conjunction with the Form 10-Q and the related Notes to Consolidated Financial Statements and Management's Discussion and Analysis of Financial Condition and Results of Operations contained in the Form 10-Q.
Earnings Conference Call and Audio Webcast
TriNet will host a conference call at 4:45 a.m. PT (7:45 a.m. ET) today to discuss its third quarter results for 2025 and reaffirm its full-year financial guidance for 2025. TriNet encourages participants to pre-register for the webcast and conference call. The live webcast of the conference call can be accessed on the Investor Relations section of TriNet's website at https://investor.trinet.com. Participants can pre-register for the webcast by going to: https://events.q4inc.com/attendee/550881869. Callers can pre-register by going to: https://dpregister.com/sreg/10203945/1002ca71e2b. For those who would like to join the call but have not pre-registered, they can do so by dialing +1 (412) 317-5426 and requesting the “TriNet Conference Call.” A replay of the webcast will be available on this website for approximately one year. A telephonic replay will be available for two weeks following the conference call at +1 (412) 317-0088 conference ID: 8875520.
About TriNet
TriNet is a leading provider of Human Resources solutions for small and medium size businesses, offering 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. Our long-term objective is to be the premier provider of HR services for a broad range of SMBs through industry leading benefits, sales distribution excellence, and a world class services delivery model. For more information, visit TriNet.com or follow us on Facebook, LinkedIn and Instagram.
Use of Non-GAAP Financial Measures
Reconciliations of non-GAAP financial measures to TriNet’s financial results as determined in accordance with GAAP are included at the end of this press release following the accompanying financial data. For a description of these non-GAAP financial measures, including the reasons management uses each measure, please see the section titled “Non-GAAP Financial Measures.”
Forward-Looking Statements
This press release contains, and statements made during the above referenced conference call will contain, 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, and the Private Securities Litigation Reform Act of 1995, including, among other things, TriNet’s expectations and assumptions regarding: TriNet's financial guidance for the full-year 2025 and the underlying assumptions; TriNet's ability to achieve improvements in its results in 2026; the timing of TriNet's growth initiatives, TriNet's ability to drive new sales and maintain disciplined pricing and TriNet's ability to further benefit its customers with its product investments and service delivery model. Forward-looking statements are often identified by the use of words such as, but not limited to, “ability,” “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” "guidance," “impact,” “intend,” “may,” “plan,” "predict," “project,” “seek,” “should,” “strategy,” “target,” “value,” “will,” “would” and similar expressions or variations. These statements are not guarantees of future performance but are based on management’s expectations as of the date hereof 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 or future results, performance or achievements. Investors are cautioned not to place undue reliance upon any forward-looking statements.
Important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements include: our ability to manage unexpected changes in workers’ compensation and health insurance claims and costs by WSEs; our ability to mitigate the unique business risks we face as a co-employer; the effects of volatility in the financial and economic environment on the businesses that make up our client base; our inability to realize or sustain the expected benefits from our business realignment initiatives; loss of clients for reasons beyond our control and the short-term contracts we typically use with our clients; the impact of regional or industry-specific economic and health factors on our operations; the impact of failures or limitations in the business systems and centers we rely upon; the impact of discontinuing our discretionary credits on our business and client loyalty and retention; changes in our insurance coverage or our relationships with key insurance carriers; our ability to improve our services and technology to satisfy client and regulatory expectations; our ability to effectively integrate businesses we have acquired or may acquire in the future; our ability to effectively manage and improve our operational effectiveness and resiliency; our ability to attract and retain qualified personnel; the effects of increased competition and our ability to compete effectively; the impact on our business of cyber-attacks, breaches, disclosures and other data-related incidents; our ability to comply with evolving data privacy, AI and security laws; our ability to manage changes in, uncertainty regarding, or adverse application of the complex laws and regulations that govern our business; changing laws and regulations governing health insurance and employee benefits; our ability to keep pace with changes in technology or provide timely enhancements to our solutions and support; risks associated with our international operations; our ability to operate a business subject to numerous complex laws; changing laws and regulations governing health insurance and other traditional employee benefits at the federal, state, and local levels; our ability to be recognized as an employer of worksite employees and for our benefits plans to satisfy all requirements under federal and state regulations; changes in the laws and regulations that govern what it means to be an employer, employee or independent contractor; the impact of new and changing laws regarding remote work; our ability to comply with the licensing requirements that govern our solutions; the failure of third-party service providers performing their functions; the failure to comply with anti-corruption laws and regulations, economic and trade sanctions, and similar laws; the outcome of existing and future legal and tax proceedings; fluctuation in our results of operations and stock price due to factors outside of our control; our ability to comply with the restrictions of our indebtedness and meet our debt obligations; the need for additional capital or to restructure our existing debt; the continuation of our stock repurchase program; the impact of concentrated ownership in our stock by Atairos and other large stockholders; and the anti-takeover provisions in our charter documents and under Delaware law. Any of these factors could cause our actual results to differ materially from our anticipated results.
Further information on risks that could affect TriNet’s results is included in our filings with the SEC, including under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are available on our investor relations website at http://investor.trinet.com and on the SEC website at www.sec.gov. Copies of these filings are also available by contacting TriNet Corporation's Investor Relations Department at (510) 875-7201. Except as required by law, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements in this press release, and any forward-looking statements in this press release speak only as of the date of this press release. In addition, we do not assume any obligation, and do not intend, to update any of our forward-looking statements, except as required by law.
Key Financial and Operating Metrics
We regularly review certain key financial and operating metrics to evaluate growth trends, measure our performance and make strategic decisions. These key financial and operating metrics may change over time. Our key financial and operating metrics for the periods presented were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| (in millions, except per share and Operating Metrics data) | 2025 | | 2024 | | % Change | | 2025 | | 2024 | | % Change |
| Income Statement Data: | | | | | | | | | | | | | |
| Total revenues | $ | 1,232 | | | $ | 1,252 | | | (2) | | % | | $ | 3,762 | | | $ | 3,776 | | | — | | % |
| Income before tax | 50 | | | 58 | | | (14) | | | | 216 | | | 263 | | | (18) | | |
| Net income | 34 | | | 45 | | | (24) | | | | 156 | | | 196 | | | (20) | | |
| Diluted net income per share of common stock | 0.70 | | | 0.89 | | | (21) | | | | 3.19 | | | 3.87 | | | (18) | | |
Non-GAAP measures (1): | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Adjusted EBITDA | 100 | | | 109 | | | (8) | | | | 368 | | | 425 | | | (13) | | |
| Adjusted Net income | 55 | | | 59 | | | (7) | | | | 209 | | | 247 | | | (15) | | |
| Free Cash Flow | | | | | | | | 191 | | | 154 | | | 24 | | |
| Operating Metrics: | | | | | | | | | | | | | |
| Insurance Cost Ratio | 90 | % | | 90 | % | | — | | % | | 90 | % | | 88 | % | | 2 | | |
| Average WSEs | 335,235 | | | 355,948 | | | (6) | | | | 337,330 | | | 351,856 | | | (4) | | % |
| Total WSEs | 331,973 | | | 356,137 | | | (7) | | | | 331,973 | | | 356,137 | | | (7) | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
(1) Refer to Non-GAAP measures definitions and reconciliations from GAAP measures under the heading "Non-GAAP Financial Measures"
| | | | | | | | | | | | | | | | | | | | |
| (in millions) | September 30, 2025 | | December 31, 2024 | | % Change | |
| Balance Sheet Data: | | | | | | |
| Cash and cash equivalents | $ | 321 | | | $ | 360 | | | (11) | | % |
| | | | | | |
| | | | | | |
| Working capital | 249 | | | 199 | | | 25 | | |
| Total assets | 3,425 | | | 4,119 | | | (17) | | |
| Debt | 895 | | | 983 | | | (9) | | |
| | | | | | |
| Total stockholders’ equity | 110 | | | 69 | | | 59 | | |
| | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended September 30, |
| (in millions) | 2025 | | 2024 | | % Change |
| Cash Flow Data: | | | | | | |
| Net cash provided by operating activities | $ | 242 | | | $ | 214 | | | 13 | | % |
| Net cash used in investing activities | (27) | | | (25) | | | 8 | | |
| Net cash used in financing activities | (560) | | | (707) | | | (21) | | |
| | | | | | |
| | | | | | |
TRINET GROUP, INC.
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Unaudited)
| | | | | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, | | Nine Months Ended September 30, | |
| (in millions except per share data) | 2025 | 2024 | | 2025 | 2024 | | |
Professional service revenues | $ | 169 | | $ | 184 | | | $ | 550 | | $ | 584 | | | |
Insurance service revenues | 1,046 | | 1,053 | | | 3,159 | | 3,143 | | | |
| Interest income | 17 | | 15 | | | 53 | | 49 | | | |
Total revenues | 1,232 | | 1,252 | | | 3,762 | | 3,776 | | | |
Insurance costs | 943 | | 949 | | | 2,832 | | 2,772 | | | |
Cost of providing services | 73 | | 74 | | | 215 | | 228 | | | |
Sales and marketing | 68 | | 74 | | | 203 | | 218 | | | |
General and administrative | 51 | | 46 | | | 149 | | 140 | | | |
Systems development and programming | 18 | | 17 | | | 55 | | 52 | | | |
Depreciation and amortization of intangible assets | 16 | | 19 | | | 50 | | 56 | | | |
| Interest expense, bank fees and other | 13 | | 15 | | | 42 | | 47 | | | |
| | | | | | | |
Total costs and operating expenses | 1,182 | | 1,194 | | | 3,546 | | 3,513 | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Income before tax | 50 | | 58 | | | 216 | | 263 | | | |
Income taxes | 16 | | 13 | | | 60 | | 67 | | | |
| Net income | $ | 34 | | $ | 45 | | | $ | 156 | | $ | 196 | | | |
| Other comprehensive income, net of income taxes | — | | 7 | | | 3 | | 4 | | | |
Comprehensive income | $ | 34 | | $ | 52 | | | $ | 159 | | $ | 200 | | | |
| | | | | | | |
| Net income per share: | | | | | | | |
Basic | $ | 0.70 | | $ | 0.90 | | | $ | 3.20 | | $ | 3.91 | | | |
Diluted | $ | 0.70 | | $ | 0.89 | | | $ | 3.19 | | $ | 3.87 | | | |
Weighted average shares: | | | | | | | |
Basic | 48 | | 50 | | | 49 | | 50 | | | |
Diluted | 48 | | 50 | | | 49 | | 51 | | | |
TRINET GROUP, INC.
CONSOLIDATED BALANCE SHEETS (Unaudited)
| | | | | | | | | | | | | | | | |
| | September 30, | | December 31, | | |
| (in millions, except share and per share data) | | 2025 | | 2024 | | |
| Assets | | | | | | |
| Current assets: | | | | | | |
Cash and cash equivalents | | $ | 321 | | | $ | 360 | | | |
| | | | | | |
Restricted cash, cash equivalents and investments | | 1,108 | | | 1,413 | | | |
Accounts receivable, net | | 10 | | | 32 | | | |
| Payroll funds receivable | | 476 | | | 349 | | | |
Prepaid expenses, net | | 53 | | | 64 | | | |
| Other payroll assets | | 481 | | | 916 | | | |
Other current assets | | 49 | | | 46 | | | |
| Total current assets | | 2,498 | | | 3,180 | | | |
Restricted cash, cash equivalents and investments, noncurrent | | 125 | | | 145 | | | |
| | | | | | |
| Property and equipment, net | | 11 | | | 10 | | | |
Operating lease right-of-use asset | | 37 | | | 24 | | | |
Goodwill | | 461 | | | 461 | | | |
| Software and other intangible assets, net | | 151 | | | 156 | | | |
Other assets | | 142 | | | 143 | | | |
| Total assets | | $ | 3,425 | | | $ | 4,119 | | | |
| Liabilities and stockholders' equity | | | | | | |
| Current liabilities: | | | | | | |
Accounts payable and other current liabilities | | $ | 89 | | | $ | 89 | | | |
Revolving credit agreement borrowings | | — | | | 75 | | | |
| | | | | | |
Client deposits and other client liabilities | | 43 | | | 76 | | | |
Accrued wages | | 549 | | | 580 | | | |
Accrued health insurance costs, net | | 197 | | | 189 | | | |
Accrued workers' compensation costs, net | | 45 | | | 44 | | | |
Payroll tax liabilities and other payroll withholdings | | 1,308 | | | 1,906 | | | |
Operating lease liabilities | | 10 | | | 13 | | | |
Insurance premiums and other payables | | 8 | | | 9 | | | |
| Total current liabilities | | 2,249 | | | 2,981 | | | |
Long-term debt, noncurrent | | 895 | | | 908 | | | |
Accrued workers' compensation costs, noncurrent, net | | 110 | | | 110 | | | |
Deferred taxes | | 9 | | | 11 | | | |
Operating lease liabilities, noncurrent | | 38 | | | 26 | | | |
Other non-current liabilities | | 14 | | | 14 | | | |
| Total liabilities | | 3,315 | | | 4,050 | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| Total stockholders' equity | | 110 | | | 69 | | | |
| Total liabilities & stockholders' equity | | $ | 3,425 | | | $ | 4,119 | | | |
TRINET GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
| | | | | | | | |
| | Nine Months Ended September 30, |
| (in millions) | 2025 | 2024 |
Operating activities | | |
Net income | $ | 156 | | $ | 196 | |
| Adjustments to reconcile net income to net cash used in operating activities: | | |
| Depreciation and amortization of intangible assets | 50 | | 56 | |
| Amortization of deferred costs | 36 | | 32 | |
| Amortization of ROU asset, lease modification, impairment, and abandonment | 5 | | 4 | |
| Deferred income taxes | (3) | | 3 | |
| Stock based compensation | 48 | | 53 | |
| | |
| | |
| | |
| | |
| | |
| | |
| Other | 4 | | 3 | |
Changes in operating assets and liabilities: | | |
Accounts receivable, net | 1 | | (5) | |
| | |
| Prepaid expenses, net | 14 | | (12) | |
| Other assets | (30) | | (42) | |
| Other payroll assets | — | | 3 | |
| Accounts payable and other liabilities | — | | (10) | |
| Client deposits and other client liabilities | (1) | | (9) | |
| Accrued wages | (15) | | (23) | |
| Accrued health insurance costs, net | — | | (2) | |
| Accrued workers' compensation costs, net | — | | (14) | |
| Payroll taxes liabilities and other payroll withholdings | (12) | | (8) | |
| Operating lease liabilities | (11) | | (11) | |
| | |
| | |
| Net cash provided by operating activities | 242 | | 214 | |
Investing activities | | |
Purchases of marketable securities | (59) | | (161) | |
| Proceeds from sale and maturity of marketable securities | 82 | | 196 | |
| Acquisitions of property and equipment and software | (51) | | (60) | |
| | |
| Proceeds from sale of business | 1 | | — | |
| | |
Net cash used in investing activities | (27) | | (25) | |
Financing activities | | |
| Change in WSE and TriNet Trust related assets and liabilities, net | (303) | | (490) | |
Repurchase of common stock | (122) | | (155) | |
Proceeds from issuance of common stock | 6 | | 6 | |
| | |
| | |
| | |
Awards effectively repurchased for required employee withholding taxes | (12) | | (18) | |
| | |
| | |
| | |
| | |
| | |
| Repayment of revolving credit agreement borrowings | (90) | | (25) | |
| Dividends paid | (39) | | (25) | |
| Net cash used in financing activities | (560) | | (707) | |
| | |
| Net change in cash and cash equivalents, unrestricted and restricted | (345) | | (518) | |
Cash and cash equivalents, unrestricted and restricted: | | |
Beginning of period | 1,691 | | 1,466 | |
End of period | $ | 1,346 | | $ | 948 | |
| | |
Supplemental disclosures of cash flow information | | |
Interest paid | $ | 51 | | $ | 55 | |
| Income taxes paid, net | $ | 27 | | $ | 67 | |
Supplemental schedule of noncash investing and financing activities | | |
| Cash dividend declared, but not yet paid | $ | 13 | | $ | 12 | |
| Payable for purchase of property and equipment | $ | 3 | | $ | 2 | |
| Receivable from sale of business | $ | 6 | | $ | — | |
| | |
Non-GAAP Financial Measures
In addition to the selected financial measures presented in accordance with U.S. Generally Accepted Accounting Principles (GAAP), we monitor other non-GAAP financial measures that we use to manage our business, to make planning decisions, to allocate resources and to use as performance measures in our executive compensation plan. These key financial measures provide an additional view of our operational performance over the long term and provide information that we use to maintain and grow our business.
The presentation of these non-GAAP financial measures is used to enhance the understanding of certain aspects of our financial performance. It is not meant to be considered in isolation from, superior to, or as a substitute for the directly comparable financial measures prepared in accordance with GAAP.
| | | | | | | | |
| Non-GAAP Measure | Definition | How We Use The Measure |
| | |
| | |
| | |
| Adjusted EBITDA | • Net income, excluding the effects of:
- income tax provision,
- interest expense, bank fees and other,
- depreciation,
- amortization of intangible assets,
- stock based compensation expense,
- amortization of cloud computing arrangements, and
- restructuring costs.
| • Provides period-to-period comparisons on a consistent basis and an understanding as to how our management evaluates the effectiveness of our business strategies by excluding certain non-recurring costs, which include restructuring costs, as well as certain non-cash charges such as depreciation and amortization, and stock-based compensation and certain impairment charges recognized based on the estimated fair values. We believe these charges are either not directly resulting from our core operations or not indicative of our ongoing operations.
• Enhances comparisons to the prior period and, accordingly, facilitates the development of future projections and earnings growth prospects.
• Provides a measure, among others, used in the determination of incentive compensation for management.
• We also sometimes refer to Adjusted EBITDA margin, which is the ratio of Adjusted EBITDA to total revenues. |
| Adjusted Net Income | • Net income, excluding the effects of: - effective income tax rate (1), - stock based compensation expense, - amortization of intangible assets, net, - non-cash interest expense, - restructuring costs, and - the income tax effect (at our effective tax rate (1) of these pre-tax adjustments.) | • Provides information to our stockholders and board of directors to understand how our management evaluates our business, to monitor and evaluate our operating results, and analyze profitability of our ongoing operations and trends on a consistent basis by excluding certain non-cash charges. |
| Free Cash Flow | • Net cash provided by operating activities reduced by capital expenditures | • Provides information on the strength of our liquidity and available cash.
• Provides management with a measure to assist in making planning decisions, evaluate our performance and allocate resources.
• We also sometimes refer to Free Cash Flow Conversion ratio, which is the ratio of free cash flow to Adjusted EBITDA. |
| | |
| | |
(1) Non-GAAP effective tax rate is 25.0% and 25.6% for the second quarters and full years of 2025 and 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.
Reconciliation of GAAP to Non-GAAP Measures
The table below presents a reconciliation of Net (loss) income to Adjusted EBITDA:
| | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
(in millions) | 2025 | 2024 | | 2025 | 2024 |
Net income | $ | 34 | | $ | 45 | | | $ | 156 | | $ | 196 | |
Provision for income taxes | 16 | | 13 | | | 60 | | 67 | |
Stock based compensation | 17 | | 15 | | | 48 | | 53 | |
| Interest expense, bank fees and other | 13 | | 15 | | | 42 | | 47 | |
| Depreciation and amortization of intangible assets | 16 | | 19 | | | 50 | | 56 | |
| Amortization of cloud computing arrangements | 2 | | 2 | | | 7 | | 6 | |
| | | | | |
| Restructuring costs | 2 | | — | | | 5 | | — | |
| Adjusted EBITDA | $ | 100 | | $ | 109 | | | $ | 368 | | $ | 425 | |
Adjusted EBITDA Margin | 8.2 | % | 8.8 | % | | 9.8 | % | 11.3 | % |
The table below presents a reconciliation of Net (loss) income to Adjusted Net Income and Adjusted Net Income per share - diluted:
| | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended
September 30, |
| (in millions, except per share data) | 2025 | 2024 | | 2025 | 2024 |
| Net income | $ | 34 | | $ | 45 | | | $ | 156 | | $ | 196 | |
| Effective income tax rate adjustment | 4 | | (2) | | | 6 | | — | |
| Stock based compensation | 17 | | 15 | | | 48 | | 53 | |
| Amortization of intangible assets | 2 | | 5 | | | 7 | | 14 | |
| Non-cash interest expense | 1 | | 1 | | | 2 | | 2 | |
| Restructuring costs | 2 | | — | | | 5 | | — | |
| Income tax impact of pre-tax adjustments | (5) | | (5) | | | (15) | | (18) | |
| Adjusted Net Income | $ | 55 | | $ | 59 | | | $ | 209 | | $ | 247 | |
| GAAP weighted average shares of common stock - diluted | 48 | | 50 | | | 49 | | 51 | |
| Adjusted Net Income per share - diluted | $ | 1.11 | | $ | 1.17 | | | $ | 4.27 | | $ | 4.88 | |
| | | | | |
| | | | | |
The table below presents a reconciliation of Net cash provided by operating activities to Free Cash Flow:
| | | | | | | | | | | |
| Nine Months Ended
September 30, | | | |
| (in millions) | 2025 | 2024 | | | |
| Net cash provided by operating activities | $ | 242 | | $ | 214 | | | | |
| Acquisitions of property and equipment and projects in process | (51) | | (60) | | | | |
| Free Cash Flow (a) | $ | 191 | | $ | 154 | | | | |
| Adjusted EBITDA (b) | $ | 368 | | $ | 425 | | | | |
| Free Cash Flow Conversion Ratio (a)/(b) | 52 | % | 36 | % | | | |
Reconciliation of GAAP to Non-GAAP Measures for the full-year 2025 guidance.
Low and high percentages represent increases (decreases) from the same period in the previous year.
The table below presents a reconciliation of net income to Adjusted Net Income and Adjusted Net Income per share - diluted:
| | | | | | | | | | | | | | |
| FY 2024 | | Year 2025 Guidance |
| (in millions, except per share data) | Actual | | Low | High |
| Net income | $173 | | (46)% | (3)% |
| Effective income tax rate adjustment | (5) | | (83) | (105) |
| Stock based compensation | 65 | | 11 | 11 |
| Amortization of intangible assets | 19 | | (49) | (49) |
| Non-cash interest expense | 3 | | (100) | (100) |
| Restructuring costs | 49 | | (80) | (80) |
| Income tax impact of pre-tax adjustments | (35) | | (32) | (32) |
| Adjusted Net Income | $269 | | (40)% | (12)% |
| GAAP weighted average shares of common stock - diluted | 50 | | | |
| Adjusted Net Income per share - diluted | $5.32 | | $3.25 | $4.75 |
TriNet Appoints Mala Murthy as Chief Financial Officer, Succeeding
Kelly Tuminelli
DUBLIN, CA — October 29, 2025 — In addition to its third quarter 2025 earnings results today, TriNet (NYSE: TNET), a leading provider of comprehensive human resources solutions for small and medium-size businesses (SMBs), announced that Mala Murthy will join the company as Executive Vice President and Chief Financial Officer, effective November 28. Murthy will report directly to TriNet President and CEO, Mike Simonds. She will succeed TriNet’s current CFO, Kelly Tuminelli, who will serve as a special advisor to the CEO from November 28, 2025, through March 16, 2026.
Murthy is an accomplished financial executive with a proven track record of helping to set strategy, optimize capital allocation, and build high-performing teams, most recently serving as CFO of Teladoc Health. Prior to Teladoc Health, she held several senior executive positions at American Express, including Chief Financial Officer of its Global Commercial Services segment with over $15 billion in revenue. She also previously served in FP&A, Treasury, and Corporate Development and Strategy leadership positions with PepsiCo. Murthy holds a bachelor's degree in computer science and engineering from Jadavpur University in India, an MBA from the India Institute of Management, and a master's degree in public and private management from Yale School of Management.
“It is my pleasure to welcome Mala Murthy as TriNet’s new Chief Financial Officer,” said Simonds. “Mala is an exceptional leader with extensive experience in technology enabled service businesses, including those serving SMBs. I am excited to partner with Mala in this pivotal period as we continue to significantly improve the foundation of our business and look forward to accelerating profitable growth for TriNet.”
“On behalf of TriNet, I would also like to express our sincere gratitude to Kelly Tuminelli for her leadership and dedication as our Chief Financial Officer over the past five years,” continued Simonds. “In addition to being a consistent and reliable voice to many of our key constituents, Kelly has been a trusted partner to me for over a year and a half as CEO. As she transitions into her new role as special advisor, we remain appreciative of her many contributions to TriNet.”
Commenting on joining the company, Murthy said, “I am truly energized to join TriNet’s leadership team and help catalyze the considerable growth opportunities available to us. SMBs have a big and growing need for help with HR, compliance, and healthcare benefits — and new technology is rapidly enabling better solutions. I am excited to partner with Mike and the team to drive meaningful results for TriNet customers, colleagues, partners, and shareholders.”
About TriNet TriNet is a leading provider of Human Resources solutions for small and medium-size businesses, offering 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. Our long-term objective is to be the premier provider of HR services for a broad range of SMBs through industry leading benefits, sales distribution excellence, and a world class services delivery model. For more information, visit TriNet.com or follow us on Facebook, LinkedIn and Instagram.
