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): August 1, 2023

TRINET GROUP, INC.

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 8.01 Other Events

On August 1, 2023, TriNet Group, Inc., a Delaware corporation (“TriNet” or the “Company”) issued a press release announcing that it has commenced a fixed price tender offer (the “Tender Offer”) to purchase for cash up to 5,981,308 shares (representing approximately $640 million in value of shares) of its issued and outstanding common stock, par value $0.000025 per share (the “shares”), at a price of $107.00 per share (the “Purchase Price”), less any applicable withholding taxes and without interest. The Tender Offer is expected to be funded with a combination of cash on hand, the net proceeds from a proposed private offering by the Company of senior notes that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Notes Offering”), and a drawdown of funds under the Company’s revolving credit facility, which is expected to be upsized pursuant to an amendment to be entered into on or around the closing date of the Notes Offering. The Tender Offer will expire at 12:00 midnight, New York City time, at the end of the day on August 28, 2023 (the “Expiration Date”), unless extended or terminated.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information in this Current Report on Form 8-K and the exhibit attached hereto do not constitute an offer to buy or the solicitation of an offer to sell any Shares in the Tender Offer. The Tender Offer is being made only pursuant to the Tender Offer Materials that the Company has filed with the Securities and Exchange Commission, and will distribute to its stockholders. Stockholders should read the Tender Offer Materials carefully and in their entirety because they contain important information, including the various terms of the Tender Offer. Stockholders may obtain free copies of the Tender Offer Materials from the SEC’s website at www.sec.gov. Stockholders may also obtain copies of these documents, without charge, from D.F. King & Co., Inc., the information agent for the Tender Offer, toll free at (800) 431-9643, or from Morgan Stanley & Co. LLC toll free at (855) 483-0952, BofA Securities, Inc. toll free at (888) 803-9655 or Truist Securities, Inc. toll free at (855) 382-6151, the dealer managers for the Tender Offer.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

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.