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): May 22, 2023

TRINET GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware001-3637395-3359658
(State or other jurisdiction of
incorporation or organization)		 (Commission File Number) (I.R.S. Employer
Identification No.)
One Park Place, Suite 600
Dublin, CA94568
(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 1.01 Entry into a Material Definitive Agreement.

On May 22, 2023, TriNet USA, Inc., as borrower (the "Borrower"), TriNet Group, Inc., as guarantor (the "Company"), and the other loan parties party thereto, each of which is a wholly owned domestic subsidiary of the Borrower, entered into the Third Amendment to Credit Agreement (the "Amendment") with JPMorgan Chase Bank, N.A., as administrative agent (the "Administrative Agent"), which amends certain provisions of the Credit Agreement, dated as of February 26, 2021, by and among the Borrower, the Company, the other loan parties party thereto, the lenders party thereto and the Administrative Agent (as amended, supplemented or modified, the "2021 Credit Agreement").

The Amendment, among other things, (i) replaces the interest rate based on the London Interbank Offered Rate ("LIBOR") and related LIBOR-based mechanics applicable to borrowings under the 2021 Credit Agreement with an interest rate based on the forward-looking Secured Overnight Financing Rate ("Term SOFR") and related Term SOFR-based mechanics, and (ii) updates certain other provisions of the 2021 Credit Agreement to reflect the transition from LIBOR to Term SOFR. Except as amended by the Amendment, the remaining terms of the 2021 Credit Agreement remain in full force and effect.

The foregoing description does not purport to be complete and is qualified in all respects by reference to the full text of the Amendment and the 2021 Credit Agreement (included as Exhibit A to the Amendment), a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this "Current Report") and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above under Item 1.01 of this Current Report is hereby incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit
Number		Description
4.1Third Amendment, dated as of May 22, 2023, to the 2021 Credit Agreement among the Borrower, the Company, the other loan parties party thereto, the lenders party thereto and the Administrative Agent
104 Cover Page Interactive Data File (embedded with the Inline XBRL document)

INDEX TO EXHIBITS

Exhibit
Number		Description
4.1Third Amendment, dated as of May 22, 2023, to the 2021 Credit Agreement among the Borrower, the Company, the other loan parties party thereto, the lenders party thereto and the Administrative Agent
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: May 26, 2023 By: /s/ Samantha Wellington
Samantha Wellington
Executive Vice President, Business Affairs, Chief Legal Officer and Secretary

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TriNet Group Inc. published this content on 26 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 May 2023 01:06:08 UTC.