TriNet (NYSE: TNET) CTO disposes shares to cover tax withholding

Rhea-AI Filing Summary

TriNet Group, Inc. Chief Technology Officer Jeffery Jon Hayward reported several small dispositions of common stock on February 15, 2026. Each transaction was coded “F” and executed at $39.82 per share to satisfy tax withholding obligations from vesting restricted stock units granted between July 2022 and March 2025.

After these tax-withholding dispositions, Hayward beneficially owned 24,778.3487 shares of TriNet common stock, a figure that includes unvested restricted stock units but excludes performance-based restricted stock units that will be reported if and when the performance criteria are achieved.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hayward Jeffery Jon

(Last) (First) (Middle)

TRINET GROUP, INC.

ONE PARK PLACE, SUITE 600

(Street)

DUBLIN CA 94568

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TRINET GROUP, INC. [ TNET ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/15/2026		F		237(1)	D	$39.82	25,349.3487(2)	D
Common Stock	02/15/2026		F		181(3)	D	$39.82	25,168.3487(2)	D
Common Stock	02/15/2026		F		148(4)	D	$39.82	25,020.3487(2)	D
Common Stock	02/15/2026		F		242(5)	D	$39.82	24,778.3487(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the shares withheld for satisfaction of a tax withholding obligation arising as a result of the vesting of a portion of the restricted stock unit award granted on July 15, 2022.

2. The total securities beneficially owned includes shares of unvested restricted stock units. It excludes unvested performance-based restricted stock units which will be reported when earned upon achievement of certain performance criteria.

3. Represents the shares withheld for satisfaction of a tax withholding obligation arising as a result of the vesting of a portion of the restricted stock unit award granted on March 15, 2023.

4. Represents the shares withheld for satisfaction of a tax withholding obligation arising as a result of the vesting of a portion of the restricted stock unit award granted on March 15, 2024.

5. Represents the shares withheld for satisfaction of a tax withholding obligation arising as a result of the vesting of a portion of the restricted stock unit award granted on March 21, 2025.

Remarks:

	/s/ Sheryl Southwick, Attorney-in-fact	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did TriNet (TNET) report for Jeffery Jon Hayward?

TriNet reported that CTO Jeffery Jon Hayward disposed of small amounts of common stock on February 15, 2026. The transactions were coded as tax-withholding dispositions, meaning shares were withheld to cover taxes due on vesting restricted stock units rather than sold in open-market trades.

At what price were the TriNet (TNET) tax-withholding share dispositions recorded?

The reported tax-withholding dispositions were recorded at a price of $39.82 per share. This price applied to each of the reported common stock transactions on February 15, 2026, related to the vesting of multiple restricted stock unit awards granted between 2022 and 2025.

How many TriNet (TNET) shares did Jeffery Jon Hayward beneficially own after the transactions?

After the February 15, 2026 transactions, Jeffery Jon Hayward beneficially owned 24,778.3487 TriNet common shares. This total includes unvested restricted stock units but excludes unvested performance-based restricted stock units, which will only be reported if earned once specified performance criteria are achieved.

Why were TriNet (TNET) shares disposed of in Jeffery Jon Hayward’s Form 4 filing?

The shares were disposed of to satisfy tax withholding obligations triggered by restricted stock units vesting. Instead of paying cash for the taxes, a portion of the vested shares was withheld, which is a common administrative mechanism and not an open-market sale initiated for portfolio reasons.

Which equity awards were involved in Jeffery Jon Hayward’s TriNet (TNET) tax-withholding events?

The tax-withholding dispositions related to the vesting of portions of restricted stock unit awards granted on July 15, 2022, March 15, 2023, March 15, 2024, and March 21, 2025. Each vesting event caused shares to be withheld to cover the associated tax liabilities.

Do Jeffery Jon Hayward’s beneficially owned TriNet (TNET) shares include performance-based units?

His beneficial ownership total includes unvested restricted stock units but explicitly excludes unvested performance-based restricted stock units. Those performance-based units will only be reported in ownership totals once earned, after the company confirms achievement of the required performance criteria.