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0000937098False00009370982026-02-122026-02-12

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): February 12, 2026
 
Logo.jpg
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 February 12, 2026, TriNet Group, Inc. (the “Company”) issued a press release announcing the Company’s financial and operating results for the quarter and full year ended December 31, 2025. A copy of the press release, entitled “TriNet Announces Fourth Quarter, Fiscal Year 2025 Results, and Full Year 2026 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 9.01 Financial Statements and Exhibits
(d) Exhibits   
Exhibit
Number
Description
99.1
Press Release, dated February 12, 2026, entitled “TriNet Announces Fourth Quarter, Fiscal Year 2025 Results, and Full Year 2026 Guidance"
104 Cover Page Interactive Data File (embedded with the Inline XBRL document)



INDEX TO EXHIBITS
 
Exhibit
Number
Description
99.1
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: February 12, 2026 By: /s/ Sidney Majalya
      Sidney Majalya
     
Senior Vice President, Chief Legal Officer and Secretary

EX-99.1 2 tnet-123125xexhibit991.htm EX-99.1 Document

Exhibit 99.1
 
TriNet Announces Fourth Quarter, Fiscal Year 2025 Results, and Full Year 2026 Guidance
TriNet Stock Repurchase Program Authorized up to $400 million

DUBLIN, Calif. — February 12, 2026 — TriNet Group, Inc. (NYSE: TNET), a leading provider of comprehensive and flexible human capital management (HCM) solutions for small and medium-size businesses (SMBs), today announced financial results for the fourth quarter and full year ended December 31, 2025. The fourth quarter and full year highlights below include non-GAAP financial measures which are reconciled later in this release.
“We closed out 2025 by delivering earnings at the top-end of our guidance,” said Mike Simonds, TriNet’s President and CEO. “In 2025, we successfully repriced our business, grew free cash flow by 16%, and returned over $200 million in capital to shareholders through share repurchases and dividends.”
Simonds continued, “As we enter 2026, we have a clear strategy in place, with several initiatives launching in support of our strategy, including AI-powered TriNet Assistant for customer service, expansion of our broker channel, and several new exciting partnerships, just to name a few. Momentum is building, and we expect our results to reflect this as we work our way through 2026.”
Fourth quarter highlights include:
•Total revenues decreased 2% to $1.2 billion compared to the same period last year.
•Professional service revenues decreased 7% to $169 million compared to the same period last year.
•Net loss was $1 million, or $(0.01) loss per share, compared to net loss of $23 million, or $(0.46) loss per share, in the same period last year.
•Adjusted Net Income was $21 million, or $0.46 per diluted share, compared to Adjusted Net Income of $22 million, or $0.44 per diluted share, in the same period last year.
•Adjusted EBITDA was $57 million, representing an Adjusted EBITDA Margin of 4.7%, compared to Adjusted EBITDA of $60 million, representing an Adjusted EBITDA Margin of 4.7% in the same period last year.
•Average Worksite Employees (WSEs) decreased 9% as compared to the same period last year and decreased 3% as compared to the previous quarter, to approximately 324,000.
Full year highlights include:
•Total revenues decreased 1% to $5.0 billion as compared to 2024.
•Professional service revenues decreased 6% to $719 million as compared to 2024.
•Net income was $155 million or $3.20 per diluted share, compared to net income of $173 million or $3.43 per diluted share, in 2024.
•Adjusted Net income was $230 million or $4.73 per diluted share, compared to net income of $269 million or $5.32 per diluted share, in 2024.
•Adjusted EBITDA was $425 million, representing an Adjusted EBITDA Margin of 8.5%, compared to Adjusted EBITDA of $485 million, representing an Adjusted EBITDA Margin of 9.6% in 2024.
•Average Worksite Employees (WSEs) decreased by 5% compared to 2024, to approximately 334,000.
Stock Repurchase Program:
•TriNet stock repurchase program increased by $336 million to bring the total available for repurchase to $400 million as of February 6, 2026, to be deployed subject to market conditions.
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Full-Year 2026 Guidance
In addition to announcing our fourth quarter 2025 results, we provide our full-year 2026 guidance. Non-GAAP financial measures are reconciled later in this release.
Full Year 2026
(dollars in millions, except for per share amounts) Low High
Total Revenues $ 4,750  $ 4,900 
Professional Service Revenues $ 625  $ 645 
Insurance Cost Ratio 90.75  % 89.25  %
Adjusted EBITDA Margin 7.5  % 8.7  %
Diluted net income per share of common stock $ 2.15  $ 3.05 
Adjusted Net Income per share - diluted $ 3.70  $ 4.70 
Annual Report on Form 10-K
We anticipate filing our Annual Report on Form 10-K (“Form 10-K”) for the year ended December 31, 2025 with the U.S. Securities and Exchange Commission (SEC) and making it available at http://www.trinet.com on or about February 12, 2026. This press release should be read in conjunction with the Form 10-K 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-K.
Earnings Conference Call and Audio Webcast
TriNet will host a conference call at 5:30 a.m. PT today to discuss its fourth quarter and year end results for 2025 and provide full-year financial guidance for 2026. TriNet encourages participants to pre-register for the webcast. 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/808309156. Callers can pre-register for the conference call by going to: https://dpregister.com/sreg/10206352/10338348330. 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:
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, please 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.”
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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 2026 and the underlying assumptions; TriNet’s mid-term outlook and the underlying assumptions; TriNet’s development, launch and on-going support of initiatives including AI-powered TriNet Assistant; expansion of our broker channel and new partnerships; TriNet's ability to build momentum in its business; and TriNet’s ability to execute on our strategy. 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,” "goal," "guidance," “impact,” “intend,” “may,” "objective," “plan,” “project,” “should,” “strategy,” "support," “target,” “value,” “will,” “would” and similar expressions or variations intended to identify forward-looking statements. 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 expressed or implied by the forward-looking statements. 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, including by WSEs; our ability to mitigate the distinct 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, and any associated increases in costs as a result of these 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; 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, including with respect to artificial intelligence; 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 price our services at rates that our clients continue to find attractive; 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, artificial intelligence 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, including with respect to artificial intelligence; risks associated with our international operations, including potential political or economic risks; 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, stock price and maintenance of performance measures year over year 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; and 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.




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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.


Contacts:  
Investors: Media:
Alex Bauer Renee Brotherton / Josh Gross
TriNet TriNet
Investorrelations@TriNet.com Renee.Brotherton@TriNet.com
(510) 875-7201 Josh.Gross@TriNet.com
(408) 646-5103
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FINANCIAL HIGHLIGHTS
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 December 31, Year Ended December 31,
(in millions, except per share and Operating Metrics data) 2025 2024 % Change 2025 2024 % Change
Income Statement Data:
Total revenues $ 1,248  $ 1,277  (2) % $ 5,010  $ 5,053  (1) %
Income (loss) before tax 1  (37) (103) 217  226  (4)
Net income (loss) (1) (23) (96) 155  173  (10)
Diluted net income (loss) per share of common stock (0.01) (0.46) (98) 3.20  3.43  (7)
Non-GAAP measures (1):
Adjusted EBITDA 57  60  (5) 425  485  (12)
Adjusted Net income 21  22  (5) 230  269  (14)
Free Cash Flow 234  201  16 
Operating Metrics:
Insurance Cost Ratio 94  % 95  % (1) % 91  % 90  % 1 
Average WSEs 323,555  355,157  (9) 333,886  352,681  (5) %
Total WSEs 323,206  360,681  (10) 323,206  360,681  (10)
(1)    Refer to Non-GAAP measures definitions and reconciliations from GAAP measures under the heading "Non-GAAP Financial Measures"
(in millions) December 31, 2025 December 31, 2024 % Change
Balance Sheet Data:
Cash and cash equivalents $ 287  $ 360  (20) %
Working capital 231  199  16 
Total assets 3,797  4,119  (8)
Debt 895  983  (9)
Total stockholders’ equity 54  69  (22)
Year Ended December 31,
(in millions) 2025 2024 % Change
Cash Flow Data:
Net cash provided by operating activities $ 303  $ 279  9  %
Net cash provided by (used in) investing activities (43) 153  (128)
Net cash used in financing activities (49) (207) (76)
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FINANCIAL STATEMENTS
TRINET GROUP, INC.
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Unaudited)
  Three Months Ended December 31, Year Ended December 31,
(in millions except per share data) 2025 2024 2025 2024
Professional service revenues
$ 169  $ 181  $ 719  $ 765 
Insurance service revenues
1,065  1,081  4,224  4,224 
Interest income 14  15  67  64 
Total revenues
1,248  1,277  5,010  5,053 
Insurance costs
1,003  1,025  3,835  3,797 
Cost of providing services
74  76  289  304 
Sales and marketing
66  71  269  289 
General and administrative
58  92  207  232 
Systems development and programming
16  16  71  68 
Depreciation and amortization of intangible assets
16  19  66  75 
Interest expense, bank fees and other 14  15  56  62 
Total costs and operating expenses
1,247  1,314  4,793  4,827 
Income (loss) before tax 1  (37) 217  226 
Income taxes (benefit) 2  (14) 62  53 
Net income (loss) $ (1) $ (23) $ 155  $ 173 
Other comprehensive income, net of income taxes —  (5) 3  (1)
Comprehensive income
$ (1) $ (28) $ 158  $ 172 
Net income per share:
Basic
$ (0.01) $ (0.46) $ 3.20  $ 3.47 
Diluted
$ (0.01) $ (0.46) $ 3.20  $ 3.43 
Weighted average shares:
Basic
48  50  48  50 
Diluted
48  50  49  50 



 

 
 

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FINANCIAL STATEMENTS
TRINET GROUP, INC.
CONSOLIDATED BALANCE SHEETS (Unaudited)
December 31, December 31,
(in millions, except share and per share data) 2025 2024
Assets
Current assets:
Cash and cash equivalents
$ 287  $ 360 
Restricted cash, cash equivalents and investments
1,694  1,413 
Accounts receivable, net
20  32 
Payroll funds receivable 264  349 
Prepaid expenses, net
82  64 
Other payroll assets 474  916 
Other current assets
47  46 
Total current assets 2,868  3,180 
Restricted cash, cash equivalents and investments, noncurrent 128  145 
Property and equipment, net 11  10 
Operating lease right-of-use asset 36  24 
Goodwill 461  461 
Software and other intangible assets, net 153  156 
Other assets 140  143 
Total assets $ 3,797  $ 4,119 
Liabilities and stockholders' equity
Current liabilities:
Accounts payable and other current liabilities
$ 86  $ 89 
Revolving credit agreement borrowings
—  75 
Client deposits and other client liabilities
57  76 
Accrued wages
555  580 
Accrued health insurance costs, net
207  189 
Accrued workers' compensation costs, net
42  44 
Payroll tax liabilities and other payroll withholdings
1,671  1,906 
Operating lease liabilities
10  13 
Insurance premiums and other payables
9  9 
Total current liabilities 2,637  2,981 
Long-term debt, noncurrent 895  908 
Accrued workers' compensation costs, noncurrent, net 106  110 
Deferred taxes 55  11 
Operating lease liabilities, noncurrent 37  26 
Other non-current liabilities 13  14 
Total liabilities 3,743  4,050 
Total stockholders' equity 54  69 
Total liabilities & stockholders' equity $ 3,797  $ 4,119 
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FINANCIAL STATEMENTS
TRINET GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
  Year Ended December 31,
(in millions) 2025 2024 2023
Operating activities
Net income $ 155  $ 173  $ 375 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of intangible assets 66  75  72 
Amortization of deferred costs 49  44  40 
Amortization of ROU asset, lease modification, impairment, and abandonment 7  11  9 
Stock based compensation 65  65  59 
Deferred income taxes 45  (2) 5 
Impairment of intangibles and other 5 28  7 
Changes in operating assets and liabilities:
Accounts receivable, net —  (2) (3)
Prepaid expenses, net (12) (18) 4 
Other payroll assets —  3  (3)
Other assets (42) (52) (35)
Accounts payable and other liabilities (4) —  (11)
Client deposits and other client liabilities (3) (10) 23 
Accrued wages (2) (5) 7 
Accrued health insurance costs, net 1  (2) 7 
Accrued workers' compensation costs, net (4) (11) (8)
Payroll taxes payable and other payroll withholdings (10) (3) 8 
        Operating lease liabilities (13) (15) (17)
Net cash provided by operating activities 303  279  539 
Investing activities
Purchases of marketable securities (78) (190) (276)
Proceeds from sale and maturity of marketable securities 103  421  286 
Acquisitions of property and equipment and software (69) (78) (75)
Proceeds from sale of business 1  —  — 
Other Investments —  —  (5)
Net cash provided by (used in) investing activities (43) 153  (70)
Financing activities
Change in WSE and TriNet Trust related assets and liabilities, net 281  139  6 
Repurchase of common stock (183) (183) (1,122)
Proceeds from issuance of common stock 11  12  15 
Payment of long-term financing costs and debt issuance costs —  —  (9)
Proceeds from issuance of 2031 Notes —  —  400 
Proceeds from revolving credit agreement borrowings —  —  695 
Repayment of revolving credit agreement borrowings (90) (110) (495)
Awards effectively repurchased for required employee withholding taxes (16) (28) (30)
Dividends paid (52) (37) — 
Net cash used in financing activities (49) (207) (540)
Effect of exchange rate changes on cash and cash equivalents —  —  — 
Net increase (decrease) in cash and cash equivalents, unrestricted and restricted 211  225  (71)
Cash and cash equivalents, unrestricted and restricted:
Beginning of period 1,691  1,466  1,537 
End of period $ 1,902  $ 1,691  $ 1,466 
Supplemental disclosures of cash flow information
Interest paid $ 52  $ 59  $ 25 
Income taxes paid, net 27  76  114 
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  $ 4 
Receivable from sale of business $ 6  $ —  $ — 
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FINANCIAL STATEMENTS

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,
- transaction and integration costs, 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% for 2025, and 25.6% for 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.
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FINANCIAL STATEMENTS
Reconciliation of GAAP to Non-GAAP Measures
The table below presents a reconciliation of Net (loss) income to Adjusted EBITDA:
Three Months Ended December 31, Year Ended December 31,
(in millions)
2025 2024 2025 2024
Net income (loss) $ (1) $ (23) $ 155  $ 173 
Provision for income taxes
2  (14) 62  53 
Stock based compensation
17  12  65  65 
Interest expense, bank fees and other 14  15  56  62 
Depreciation and amortization of intangible assets 16  19  66  75 
Amortization of cloud computing arrangements 3  2  10  8 
Restructuring costs 6  49  11  49 
Adjusted EBITDA $ 57  $ 60  $ 425  $ 485 
Adjusted EBITDA Margin
4.7  % 4.7  % 8.5  % 9.6  %
The table below presents a reconciliation of Net (loss) income to Adjusted Net Income and Adjusted Net Income per share - diluted:
Three Months Ended December 31, Year Ended
December 31,
(in millions, except per share data) 2025 2024 2025 2024
Net income (loss) $ (1) $ (23) $ 155  $ 173 
Effective income tax rate adjustment 2  (5) 8  (5)
Stock based compensation 17  12  65  65 
Amortization of intangible assets 3  5  10  19 
Non-cash interest expense 1  1  3  3 
Restructuring costs 6  49  11  49 
Income tax impact of pre-tax adjustments (7) (17) (22) (35)
Adjusted Net Income $ 21  $ 22  $ 230  $ 269 
GAAP weighted average shares of common stock - diluted 48  50  49  50 
Adjusted Net Income per share - diluted $ 0.46  $ 0.44  $ 4.73  $ 5.32 
The table below presents a reconciliation of Net cash provided by operating activities to Free Cash Flow:
Year Ended
December 31,
(in millions) 2025 2024
Net cash provided by operating activities $ 303  $ 279 
Acquisitions of property and equipment and software (69) (78)
Free Cash Flow (a) $ 234  $ 201 
Adjusted EBITDA (b) $ 425  $ 485 
Free Cash Flow Conversion Ratio (a)/(b) 55  % 41  %

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FINANCIAL STATEMENTS
Reconciliation of GAAP to Non-GAAP Measures for the full-year 2026 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 2025 Year 2026 Guidance
(in millions, except per share data) Actual Low High
Net income $155 (34)% (6)%
Effective income tax rate adjustment 8 (30) 28
Stock based compensation 65 3 3
Amortization of intangible assets 10 — —
Non-cash interest expense 3 (100) (100)
Restructuring costs 11 33 33
Income tax impact of pre-tax adjustments (22) 6 6
Adjusted Net Income $230 (23)% (3)%
GAAP weighted average shares of common stock - diluted 49
Adjusted Net Income per share - diluted $4.73 $3.70 $4.70


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