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Executive Summary
Overview
TriNet is a leading provider of HR solutions for SMBs. We offer a comprehensive suite of technology-enabled services through our PEO and ASO models including human capital expertise, employee benefits such as health insurance and retirement plans, payroll and payroll tax administration, risk mitigation, and compliance consulting.
We deliver a comprehensive suite of services that help our clients administer and manage various HR-related needs and functions, such as compensation, benefits, payroll processing, tax credit support, employee data, health insurance, workers' compensation, EPLI and other employment risk mitigation programs, employee performance management and training, on-boarding and off-boarding, and other transactional HR needs using our technology platform and benefits and compliance expertise.
We deliver our services primarily through our PEO services, which comprise our most complete HCM solution within our co-employment model.
In addition, our ASO services, which include our “HR Plus” product, consist of a SaaS solution with a significant service component, including 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.
Operational Highlights
Our consolidated results for the first half of 2026 reflect our continuing efforts to enhance our client experience, improve our sales performance, and manage client attrition, through product development and investments in our platform, as well as operational and process improvements.
So far in 2026, we:
•continued to execute on our medium-term strategy, reflecting significant progress in our efforts to reset the rates of our health benefits services,
•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,
•through initiative with key partners, launched tools to assist our clients with IT automation, global workforce management and retirement plan connectivity to TriNet’s platform,
•completed the purchase of Cocoon, a leading provider of leave management technology that we are integrating into TriNet’s platform.
•made enhancements to our ASO services, including new tools to enable benefits administration and automated support for common employee requests,
•continued to invest in our sales resources, including expanding our partnership with brokers,
•continued to demonstrate disciplined expense management while making investments into our growth and efficiency efforts, and
•paid common stock dividends of $0.275 per share in January and $0.29 per share in April and July.
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Performance Highlights
Our results for the quarter ended June 30, 2026 when compared to the same period of 2025, are noted below:
Q2 2026
$1.2B $74M 86%
Total revenues Income before tax Insurance cost ratio
(5)% decrease 45% increase (4)% decrease
$53M $1.15 $72M
Net income Diluted EPS Adjusted Net income *
43% increase 50% increase 31% increase
297,615 299,655
Average WSEs Total WSEs
(11)% decrease (12)% decrease
* Non-GAAP measure. See definitions and reconciliations to the nearest GAAP measure below under the heading "Non-GAAP Financial Measures".
Our total revenue decreased in the second 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.
During the second quarter of 2026, our Average WSEs decreased by 11% 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.
Our results are highly influenced by health care cost and utilization trends. Our ICR in the second quarter of 2026 decreased compared to the same period in 2025, primarily driven by lower claims development and one time recovery of costs of $21 million from prior years. It also reflects the cumulative results of our repricing efforts over the past year to align our insurance services rates with the current insurance cost trend.
Lower insurance costs, partially offset by lower revenue, resulted in increases of net income and Adjusted Net Income of 43% and 31%, respectively, in the second quarter of 2026, as compared to the same period in 2025.
YTD 2026
$2.4B $197M 85%
Total revenues Income before tax Insurance cost ratio
(5) % decrease 19 % increase (4) % decrease
$142M $3.05 $188M
Net income Diluted EPS Adjusted Net income *
16 % increase 23 % increase 22 % increase
298,916 299,655
Average WSEs Total WSEs
(12) % decrease (12) % decrease
Non-GAAP measure. See definitions below under the heading "Non-GAAP Financial Measures".
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Results of Operations
The following table summarizes our results of operations for the second quarter ended June 30, 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.
Three Months Ended June 30, Six Months Ended June 30,
(in millions, except operating metrics data) 2026 2025 % Change 2026 2025 % Change
Income Statement Data:
Professional service revenues $ 159 $ 172 (8) % $ 348 $ 381 (9) %
Insurance service revenues 1,007 1,048 (4) 2,030 2,113 (4)
Interest income 12 18 (33) 26 36 (28)
Total revenues 1,178 1,238 (5) 2,404 2,530 (5)
Insurance costs 867 947 (8) 1,723 1,889 (9)
Operating expenses 223 225 (1) 457 446 2
Interest expense, bank fees and other 14 15 (7) 27 29 (7)
Total costs and operating expenses 1,104 1,187 (7) 2,207 2,364 (7)
Income before tax 74 51 45 197 166 19
Income taxes 21 14 50 55 44 25
Net income $ 53 $ 37 43 % $ 142 $ 122 16 %
Cash Flow Data:
Net cash provided by operating activities 237 170 39 %
Net cash used in investing activities (84) (7) 1,100
Net cash used in financing activities (757) (428) 77
Non-GAAP measures (1):
Adjusted EBITDA 128 105 22 % 314 268 17 %
Adjusted Net income 72 55 31 188 154 22
Operating Metrics:
Insurance Cost Ratio 86 % 90 % (4) % 85 % 89 % (4) %
Average WSEs 297,615 336,010 (11) 298,916 338,377 (12)
Total WSEs 299,655 338,900 (12) 299,655 338,900 (12)
(1) Refer to Non-GAAP measures definitions and reconciliations to the nearest GAAP measures under the heading "Non-GAAP Financial Measures".
The following table summarizes our balance sheet data as of June 30, 2026 compared to December 31, 2025.
(in millions) June 30, 2026 December 31, 2025 % Change
Balance Sheet Data:
Cash and cash equivalents $ 358 $ 287 25 %
Working capital 275 231 19
Total assets 3,346 3,797 (12)
Debt 896 895 —
Total stockholders’ equity 125 54 131
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Non-GAAP Financial Measures
In addition to financial measures presented in accordance with 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, - stock based compensation expense- interest expense, bank fees and other,- depreciation, - amortization of intangible assets, - amortization of cloud computing arrangements, - restructuring costs, and- transaction and integration 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 and transaction and integration 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- transaction and integration 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.
(1) Non-GAAP effective tax rate is 25.5% and 25% 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.
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Reconciliation of GAAP to Non-GAAP Measures
The table below presents a reconciliation of Net income to Adjusted EBITDA:
Three Months Ended June 30, Six Months Ended June 30,
(in millions) 2026 2025 2026 2025
Net income $ 53 $ 37 $ 142 $ 122
Provision for income taxes 21 14 55 44
Stock based compensation 17 18 33 31
Interest expense, bank fees and other 14 15 27 29
Depreciation and amortization of intangible assets 19 17 36 34
Amortization of cloud computing arrangements 3 2 6 5
Restructuring costs (1) 2 13 3
Transaction and integration costs 2 — 2 —
Adjusted EBITDA $ 128 $ 105 $ 314 $ 268
Adjusted EBITDA Margin 10.9 % 8.5 % 13.1 % 10.6 %
The table below presents a reconciliation of Net income to Adjusted Net Income:
Three Months Ended June 30, Six Months Ended June 30,
(in millions) 2026 2025 2026 2025
Net income $ 53 $ 37 $ 142 $ 122
Effective income tax rate adjustment 2 1 5 2
Stock based compensation 17 18 33 31
Amortization of other intangible assets 3 3 5 5
Non-cash interest expense 1 — 1 1
Restructuring costs (1) 2 13 3
Transaction and integration costs 2 — 2 —
Income tax impact of pre-tax adjustments (5) (6) (13) (10)
Adjusted Net Income $ 72 $ 55 $ 188 $ 154
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Operating Metrics
Worksite Employees (WSE)
Average WSE change is a volume measure we use to monitor the performance of our PEO business. Our PEO clients generally change their payroll service providers at the beginning of the payroll tax and benefits enrollment year; as a result, we have historically experienced our highest volumes of new PEO clients joining and existing clients terminating in the month of January. PEO client attrition, new PEO client additions and changes in employment levels within our installed PEO client base all impact our Average WSEs and Total WSEs as we move through a calendar year.
We support WSEs from the date on which their co-employment with TriNet commences through the end of their co-employment with TriNet and also after their co-employment period. We define WSEs to include co-employees and other individuals receiving PEO services, such as individuals who receive COBRA benefits or are subject to partnership tax reporting as well as individuals who utilize our PEO platform on behalf of TriNet PEO clients.
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.
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.
Three Months Ended June 30, Six Months Ended June 30, % Change
2026 2025 2026 2025 Q2 2026 vs. Q2 2025 YTD 2026 vs. YTD 2025
Average WSEs 297,615 336,010 298,916 338,377 (11) % (12) %
Co-Employed 271,828 307,093 272,919 309,834 (11) (12)
PEO Platform Users 25,787 28,917 25,997 28,544 (11) (9)
Total WSEs 299,655 338,900 299,655 338,900 (12) (12)
Co-Employed 273,914 308,805 273,914 308,805 (11) (11)
PEO Platform Users 25,741 30,095 25,741 30,095 (14) (14)
Average WSEs decreased 11% when comparing the second 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.
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.
Anticipated revenues for future periods can diverge from the revenue expectation derived from Average WSEs or Total WSEs due to pricing differences across our HCM solutions and services and the degree to which clients and WSEs elect to participate in our solutions during future periods. In addition to focusing on growing our Average WSE and Total WSE counts, we also focus on pricing strategies, benefit participation and service differentiation to expand the value we provide to our clients and our resulting revenue opportunities. We report the impact of client and WSE participation differences as a change in mix.
We continue to invest in efforts intended to enhance client experience, improve our new sales performance, and manage client attrition, through product development as well as operational and process improvements. In addition to focusing on retaining and growing our WSE base, we continue to review acquisition or other opportunities to expand our product offering and provide further scale.
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The following charts provide a view of our Average WSEs and Total WSEs by quarter from the second quarter of 2025 to the second quarter of 2026.
While Average WSEs and Total WSEs have declined year over year, both metrics were approximately flat sequentially during the second quarter of 2026.
ASO Users
ASO Users grew from approximately 39,700 users as of December 31, 2025 to approximately 40,400 users as of June 30, 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.
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Insurance Cost Ratio (ICR)
ICR is a performance measure calculated as the ratio of insurance costs to insurance service revenues. We believe that ICR promotes an understanding of our insurance cost trends and our ability to align our relative pricing to risk performance.
We purchase workers' compensation and health benefits coverage for our WSEs. Under the insurance policies for this coverage, we bear claims costs up to a defined deductible amount. Our insurance costs, which comprise a significant portion of our overall costs, are significantly affected by our WSEs’ health and workers' compensation insurance claims experience. We set our insurance service fees for workers’ compensation and health benefits in advance for fixed benefit periods. As a result, any increases in insurance costs above our projections, will be reflected as a higher ICR, and result in lower net income. Any decreases in insurance costs below our projections, will be reflected as a lower ICR and result in higher net income.
Under our fully-insured workers' compensation insurance policies, we assume the risk for losses up to $1 million per claim occurrence (deductible layer). The ultimate cost of the workers’ compensation services provided cannot be known until all the claims are settled. Our ability to predict these costs is limited by unexpected increases in frequency or severity of claims, which can vary due to changes in the cost of treatments or claim settlements.
Under our risk-based health insurance policies, we assume some of the risk of variability in future health claims costs for our enrollees. This variability typically results from changing trends in the volume, severity and ultimate cost of medical and pharmaceutical claims, due to changes to the components of medical cost trend, which we define as changes in participant use of services, including the introduction of new treatment options, changes in treatment guidelines and mandates, and changes in the mix, cost of providing treatment and timing of services provided to plan participants. These trends change, and other seasonal trends and variability may develop. As a result, it is difficult for us to predict our insurance costs with accuracy and a significant increase in these costs could have a material adverse effect on our business.
The table below presents the calculation of our ICR:
Three Months Ended June 30, Six Months Ended June 30,
(in millions) 2026 2025 2026 2025
Insurance costs $ 867 $ 947 $ 1,723 $ 1,889
Insurance service revenues 1,007 1,048 2,030 2,113
Insurance Cost Ratio 86 % 90 % 85 % 89 %
ICR decreased for the second quarter and first half of 2026, respectively, as compared to the same periods in 2025, primarily driven by lower than expected claims development and a one-time recovery of costs of $21 million from prior years. Our ICR also decreased due to 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.
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Total Revenues
Our revenues consist of PSR, ISR and interest income. PSR represents fees charged to clients for processing payroll-related transactions on behalf of our PEO and ASO clients, access to our HR expertise and technology, employment and benefit law compliance services, other HR-related and tax credit filing services and fees charged to access our cloud-based ASO services. ISR consists of insurance-related billings and administrative fees collected from PEO clients and withheld from WSEs for workers' compensation insurance and health benefit insurance plans provided by third-party insurance carriers.
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 second quarter of 2026 compared to the same period in 2025 and increased by 9% during the first half of 2026 when compared to same period in 2025.
We also use the following measures to further analyze changes in total revenue:
•Volume - the percentage change in period over period co-employed Average WSEs,
•Rate - the combined weighted average percentage changes in service fees for each vertical service and changes in service fees associated with each insurance service offering,
•Mix - the change in composition of co-employed Average WSEs within our verticals combined with the composition of our enrolled co-employed WSEs within our insurance service offerings and the composition of products and services our clients receive, such as PEO Platform Users and revenue we earn specific to our new Cocoon product,
•ASO services, and
•Interest income.
PSR
ISR - % represents proportion of insurance service revenues to total revenues
Interest income
*Total revenues generated from PEO services only, excluding interest income
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Total revenue decreased for the second quarter and first half of 2026, as lower co-employed Average WSEs was partially offset by rate increases for both professional services and insurance services revenues.
Professional Service Revenues
Our PEO and ASO clients are primarily billed on a fee per WSE or ASO User per month per transaction. Our vertical approach provides us the flexibility to offer our PEO clients in different industries with varied services at different prices, which we believe potentially reduces the value of solely using Average WSE and Total WSE counts as indicators of future potential revenue performance.
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:
Three Months Ended June 30, Six Months Ended June 30,
(in millions) 2026 2025 2026 2025
PEO Services $ 153 $ 163 $ 335 $ 362
ASO Services 6 9 13 19
Total $ 159 $ 172 $ 348 $ 381
We also analyze changes in PSR with the following measures:
•Volume - the percentage change in period over period co-employed Average WSEs,
•Rate - the weighted average percentage change in fees for each vertical,
•Mix - the change in composition of co-employed Average WSEs across our verticals and the composition of products and services our clients receive, including PEO Platform Users and revenue we earn specific to our new Cocoon product, and
•ASO services.
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PSR for the second quarter and first half of 2026 decreased compared to prior periods, primarily driven by lower co-employed Average WSEs and lower ASO revenue, partially offset by rate increases. PSR from ASO services has decreased as we continue to wind down our former HRIS services product and migrate clients to our ASO services.
Insurance Service Revenues
ISR consists of insurance services-related billings and administrative fees collected from PEO clients and withheld from WSE payroll for health benefits and workers' compensation insurance provided by third-party insurance carriers.
We use the following measures to analyze changes in ISR:
•Volume - the percentage change in period over period co-employed Average WSEs,
•Rate - the weighted average percentage change in fees associated with each of our insurance service offerings, and
•Mix - all other changes including the composition of our enrolled co-employed WSEs within our insurance service offerings (health plan enrollment).
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ISR decreased for the second quarter and first half of 2026, primarily due to lower health plan enrollment driven by lower co-employed Average WSEs. This decrease was partially offset by higher rates.
Interest Income
Interest income primarily includes interest income earned from cash held for our PEO and ASO clients as a result of the requirement of our clients to prefund their payroll and related taxes and other withholding liabilities before payroll is processed or due for payment. Interest income also includes our portion of interest received from tax jurisdictions related to payroll and other tax refunds. Interest income from tax refunds is recognized when the amount and timing of the interest become determinable.
Interest income for the second quarter and first half of 2026 was lower than the prior period, primarily driven by lower interest received related to payroll tax refunds.
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Insurance Costs
Insurance costs include insurance premiums for coverage provided by insurance carriers, payments for claims costs and expenses for other risk management and administrative services, reimbursement of claims payments made by insurance carriers or third-party administrators below a predefined deductible limit, and changes in accrued costs related to contractual obligations with our workers' compensation and health benefit carriers.
We use the following measures to analyze changes in insurance costs:
•Volume - the percentage change in period over period co-employed Average WSEs,
•Rate - the weighted average percentage change in cost trend associated with each of our insurance service offerings, and
•Mix - all other changes including the composition of our enrolled co-employed WSEs within our insurance service offerings (health plan enrollment).
Insurance costs for the second quarter and first half of 2026 decreased, primarily due to lower co-employed Average WSEs, lower than expected claims development from the prior year and one-time recovery of costs of $21 million from prior years. 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 non-specialty drugs for diabetes and obesity.
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Expenses
Expenses include COPS, S&M, G&A, SD&P, D&A, collectively referred to as OE, as well as IE.
We had approximately 3,300 colleagues as of June 30, 2026 primarily across the U.S. and India, approximately the same as in June 30, 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 64% and 66% of our expenses in the second quarters of 2026 and 2025 respectively, and 67% in each of the six months ended 2026 and 2025.
During the second quarter of 2026 expenses decreased 1% when compared to the same period in 2025, largely driven by lower compensation expenses. During the six months ended June 30, 2026, expenses increased 2% when compared to the same period in 2025. The increase is largely driven 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 second quarter and 20% for the six months ended June 30, 2026 and 19% for the same respective periods in 2025.
% represents portion of compensation related expense included in operating expenses
Compensation related expense
We analyze and present our expenses based upon the functional categories of COPS, S&M, G&A, SD&P, D&A and IE. The charts below provide a view of the expenses of the business functions. Dollars are presented in millions and percentages represent year-over-year change.
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(in millions)
$240 Q2 2025 Expenses
-6 COPS decreased primarily due to lower expenses in compensation and taxes and licenses.
-2 S&M decreased primarily due to lower advertising and expenses for marketing events.
+4 G&A increased primarily due to increases in payroll tax charges and consulting partially offset by lower compensation and travel and events.
— SD&P is consistent with prior period.
+2 D&A is consistent with prior period.
-1 IE is consistent with prior period.
$237 Q2 2026 Expenses
(in millions)
$475 YTD 2025 Expenses
-7 COPS decreased primarily due to lower expenses in compensation.
— S&M is consistent with prior period.
+17 G&A increased primarily due to higher severance expense related to our restructuring efforts and payroll tax charges, partially offset by lower consulting expenses.
-1 SD&P is consistent with prior period.
+2 D&A is consistent with prior period.
-2 IE is consistent with prior period.
$484 YTD 2026 Expenses
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The primary spend type drivers to the changes in our expenses are presented below:
Income Taxes
Our ETR was 28% for the second quarters of 2026 and 2025, and 28% and 26% for the first half of 2026 and 2025, respectively. The increase in the rate for the first half of 2026 compared to the same period in 2025 was primarily attributable to decreases in tax benefits for stock-based compensation and decreases in excludable income for state tax purposes.
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Liquidity and Capital Resources
Liquidity
Liquidity is a measure of our ability to access sufficient cash flows to meet the short-term and long-term cash requirements of our business operations. Our principal source of liquidity for operations is derived from cash provided by operating activities. We rely on cash provided by operating activities to meet our short-term liquidity requirements, which primarily relate to the payment of corporate payroll and other operating costs, and capital expenditures. Our cash flow related to WSE payroll and benefits is generally matched by advance collection from our PEO clients. To minimize the credit risk associated with remitting the payroll and associated taxes and benefits costs, we require PEO clients to prefund the payroll and related payroll taxes and benefits costs.
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.
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 June 30, 2026, the balance of restricted cash in TriNet Trust was $44 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.
June 30, 2026 December 31, 2025
(in millions) Corporate WSE & TriNet Trust Total Corporate WSE & TriNet Trust Total
Current assets:
Cash and cash equivalents $ 352 $ 6 $ 358 $ 286 $ 1 $ 287
Restricted cash, cash equivalents and investments 22 1,017 1,039 22 1,672 1,694
Other current assets 90 897 987 105 782 887
Total current assets $ 464 $ 1,920 $ 2,384 $ 413 $ 2,455 $ 2,868
Total current liabilities $ 195 $ 1,914 $ 2,109 $ 182 $ 2,455 $ 2,637
Working capital $ 269 $ 6 $ 275 $ 231 $ — $ 231
As of June 30, 2026, we did not have any material off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.
Working capital for WSEs and TriNet Trust related activities
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.
We manage our sponsored benefit and workers' compensation insurance obligations by maintaining collateral funds in restricted cash, cash equivalents and investments. These collateral amounts are generally determined at the beginning of each plan year and we may be required by our insurance carriers to adjust our collateral balances when facts and circumstances change. We regularly review our collateral balances with our insurance carriers and anticipate funding further collateral in the future based upon our capital requirements. We classify our restricted cash, cash equivalents and investments as current and noncurrent assets to match against the anticipated timing of payments to carriers.
In the second quarter of 2026, we added $6 million of unrestricted cash to the TriNet Trust to support the efficient flow of client funds during the quarter.
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Working capital for corporate purposes
Corporate working capital as of June 30, 2026 increased $38 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 half of 2026 partially offset by share repurchases and dividends paid.
We use our available cash and cash equivalents to satisfy our operational and regulatory requirements and to fund capital expenditures. We believe that we can meet our present and reasonably foreseeable operating cash needs and future commitments through existing liquid assets, continuing cash flows from corporate operating activities and the potential issuance of debt or equity securities. We hold both corporate cash and cash associated with WSEs across multiple financial institutions to reduce concentrations of counterparty risk. We believe our existing corporate cash and cash equivalents and positive working capital will be sufficient to meet our working capital expenditure needs for at least the next twelve months.
Cash Flows
The following table presents our cash flow activities for the stated periods:
Six Months Ended June 30,
(in millions) 2026 2025
Corporate WSE & TriNet Trust Total Corporate WSE & TriNet Trust Total
Net cash provided by (used in):
Operating activities $ 237 $ — $ 237 $ 170 $ — $ 170
Investing activities (84) — (84) (7) — (7)
Financing activities (102) (655) (757) (118) (310) (428)
Effect of exchange rate changes (1) — (1) — — —
Net change in cash and cash equivalents, unrestricted and restricted $ 50 $ (655) $ (605) $ 45 $ (310) $ (265)
Cash and cash equivalents, unrestricted and restricted:
Beginning of period $ 345 $ 1,557 $ 1,902 $ 415 $ 1,276 $ 1,691
End of period $ 395 $ 902 $ 1,297 $ 460 $ 966 $ 1,426
Net increase (decrease) in cash and cash equivalents:
Unrestricted $ 66 $ 5 $ 71 $ 46 $ 1 $ 47
Restricted $ (16) $ (660) $ (676) $ (1) $ (311) $ (312)
Operating Activities
The year-over-year change in net cash provided by operating activities was primarily driven by higher net income coupled with the timing collections of receivables and our payments of corporate obligations.
Investing Activities
Cash provided by (used in) investing activities for the periods presented below primarily consisted of purchases of investments and capital expenditures, partially offset by proceeds from the sale and maturity of investments.
Six Months Ended June 30,
(in millions) 2026 2025
Investments:
Purchases of marketable securities $ (76) $ (41)
Proceeds from sale and maturity of marketable securities 61 67
Cash provided by investments $ (15) $ 26
Acquisitions of property and equipment and software (47) (34)
Cash used in capital expenditures $ (47) $ (34)
Proceeds from sale of business — 1
Acquisition of subsidiary, net of cash acquired (22) —
Cash used in investing activities $ (84) $ (7)
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MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents
Investments
We invest a portion of available cash in investment-grade securities with effective maturities less than five years that are classified on our condensed consolidated balance sheets as investments. We consider industry and issuer concentrations in our investment policy.
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 June 30, 2026, our investments had a weighted average duration of two-year and an average S&P credit rating of AA+.
As of June 30, 2026, we held approximately $1.5 billion in restricted and unrestricted cash, cash equivalents and investments, of which $358 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.
Capital Expenditures
During the first half of 2026 and 2025, we continued to make investments in software and hardware as we enhanced our existing service offerings and technology platform. In the second quarter of 2026 we acquired Cocoon in an all cash transaction. We also made significant investments in furniture and fixtures for our recently leased space in Atlanta during the first half of 2026. We expect capital investments in our software and hardware to continue in the future.
Financing Activities
Net cash used in financing activities in the first half of 2026 and 2025 consisted of WSE and TriNet Trust related activities and our debt and equity-related activities.
Six Months Ended June 30,
(in millions) 2026 2025
Financing activities
Change in WSE and TriNet Trust related assets and liabilities, net $ (655) (310)
Repurchase of common stock, net of issuance (76) (92)
Dividends paid (26) (26)
Cash used in financing activities $ (757) $ (428)
The year-over-year change in net cash used in financing activities for WSE and TriNet Trust purposes was primarily driven by timing of client payments, payments of payroll and payroll taxes and insurance claim activities.
During the first half of 2026, we repurchased 1,789,100 shares of our common stock for approximately $76 million through our existing stock repurchase program in addition to 63,119 shares acquired to satisfy tax withholding obligations related to SBC vesting. As of June 30, 2026, approximately $329 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.
We paid a common stock dividend of $0.275 per share in January 2026 and $0.29 per share in April 2026. We also declared common stock dividend of $0.29 per share paid in July 2026.
Capital Resources
As of June 30, 2026, $500 million and $400 million aggregate principal of our 2029 Notes and 2031 Notes was outstanding, respectively. The indenture governing our 2029 Notes and 2031 Notes each includes restrictive covenants limiting our ability to: (i) create liens on certain assets to secure debt; (ii) grant a subsidiary guarantee of certain debt without also providing a guarantee of the 2029 Notes or 2031 Notes, as applicable; and (iii) consolidate or merge with or into, or sell or otherwise dispose of all or substantially all of our assets to, another person, subject, in each case, to certain customary exceptions.
Our 2021 Credit Agreement includes a $700 million revolver. In July 2025, we paid off the remaining outstanding balance and as of June 30, 2026, 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.
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MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents
We were in compliance with all financial covenants under our 2021 Credit Agreement, 2029 Notes and 2031 Notes at June 30, 2026.
Critical Accounting Policies, Estimates and Judgments
There have been no material changes to our critical accounting policies, estimates and judgments as discussed in our 2025 Form 10-K.
Recent Accounting Pronouncements
Refer to Note 1 in Item 1 of this Form 10-Q.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKAND CONTROLS AND PROCEDURES Table of Contents