Were Venkataramani Jayaraman’s TriNet Group (TNET) share dispositions open-market sales?

No. The dispositions are coded as tax-withholding transactions. The filing explains that the shares were withheld to satisfy tax obligations triggered by the vesting of restricted stock unit awards, rather than discretionary open-market sales by the executive.

TriNet Group (NYSE: TNET) executive logs tax withholding share disposals and new stock grant

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

TriNet Group executive Venkataramani Jayaraman reported routine equity compensation-related activity in company common stock. On May 15, 2026, a total of 1,785 shares were disposed of at $39.64 per share to satisfy tax withholding obligations tied to multiple restricted stock unit vestings. On the same date, he acquired 457 shares as a grant at $34.44 per share. Following these transactions, he directly holds 102,356 shares, with this total including unvested restricted stock units and excluding performance-based units that will be reported when earned.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider Venkataramani Jayaraman

Role EVP Strat, Prdts & Transf

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	457	$34.44	$16K
Tax Withholding	Common Stock	429	$39.64	$17K
Tax Withholding	Common Stock	291	$39.64	$12K
Tax Withholding	Common Stock	179	$39.64	$7K
Tax Withholding	Common Stock	293	$39.64	$12K
Tax Withholding	Common Stock	593	$39.64	$24K

Holdings After Transaction: Common Stock — 102,356 shares (Direct, null)

Footnotes (1)

These shares were acquired under the TriNet Group, Inc. 2014 Employee Stock Purchase Plan in transactions that were exempt under both Rule 16b-3(c) and Rule 16b-3(d). 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. 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. 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. 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 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. 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 20, 2026.

Key Figures

Tax-withheld shares: 1,785 shares Tax-withholding price: $39.64 per share Grant shares: 457 shares +2 more

5 metrics

Tax-withheld shares 1,785 shares Shares withheld for tax obligations on May 15, 2026

Tax-withholding price $39.64 per share Value used for tax-withholding dispositions

Grant shares 457 shares Common stock grant on May 15, 2026

Grant price $34.44 per share Price associated with awarded shares

Post-transaction holdings 102,356 shares Common shares directly owned after transactions

Key Terms

2014 Employee Stock Purchase Plan, restricted stock units, performance-based restricted stock units, tax withholding obligation, +1 more

5 terms

2014 Employee Stock Purchase Plan financial

"These shares were acquired under the TriNet Group, Inc. 2014 Employee Stock Purchase Plan"

restricted stock units financial

"The total securities beneficially owned includes shares of unvested restricted stock units."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

performance-based restricted stock units financial

"It excludes unvested performance-based restricted stock units which will be reported when earned"

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

tax withholding obligation financial

"Represents the shares withheld for satisfaction of a tax withholding obligation arising"

Rule 16b-3(c) regulatory

"transactions that were exempt under both Rule 16b-3(c) and Rule 16b-3(d)."

An SEC rule that lets corporate insiders avoid automatic "short‑swing" profit recovery when they buy or sell their company’s stock under a pre‑approved, written plan that meets specific conditions. For investors, it matters because it clarifies when insider trades are treated as routine, reducing legal uncertainty and helping distinguish trades made for ordinary compensation or pre‑planned reasons from those that might signal opportunistic or timely insider advantage.

Form 4 Insider Transactions: What Each Field Means →

05/19/2026 - 06:34 PM

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Venkataramani Jayaraman

(Last)

(First)

(Middle)

TRINET GROUP, INC.

ONE PARK PLACE, SUITE 600

(Street)

DUBLIN

CALIFORNIA

94568

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)
	EVP Strat, Prdts & Transf

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/15/2026		A	V	457⁽¹⁾	A	$34.44	102,356⁽²⁾	D
Common Stock	05/15/2026		F		429⁽³⁾	D	$39.64	101,927⁽²⁾	D
Common Stock	05/15/2026		F		291⁽⁴⁾	D	$39.64	101,636⁽²⁾	D
Common Stock	05/15/2026		F		179⁽⁵⁾	D	$39.64	101,457⁽²⁾	D
Common Stock	05/15/2026		F		293⁽⁶⁾	D	$39.64	101,164⁽²⁾	D
Common Stock	05/15/2026		F		593⁽⁷⁾	D	$39.64	100,571⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. These shares were acquired under the TriNet Group, Inc. 2014 Employee Stock Purchase Plan in transactions that were exempt under both Rule 16b-3(c) and Rule 16b-3(d).

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 July 15, 2022.

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, 2023.

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 15, 2024

6. 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.

7. 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 20, 2026.

Remarks:

	/s/ Melissa Shimizu, Attorney-in-fact	05/19/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did TriNet Group (TNET) executive Venkataramani Jayaraman report?

He reported routine equity compensation activity, including tax-related share dispositions and a share grant. Several restricted stock units vested, triggering share withholding for taxes, and he received an additional grant of common stock as part of his compensation on May 15, 2026.

How many TriNet Group (TNET) shares were withheld for Venkataramani Jayaraman’s taxes?

A total of 1,785 common shares were withheld at $39.64 per share. These dispositions covered tax withholding obligations arising from the vesting of portions of restricted stock unit awards granted between July 15, 2022 and March 20, 2026.

What stock grant did Venkataramani Jayaraman receive from TriNet Group (TNET)?

He acquired 457 shares of TriNet Group common stock as a grant at $34.44 per share. The filing classifies this as a grant or award acquisition, reflecting compensation rather than an open-market purchase of shares.

How many TriNet Group (TNET) shares does Venkataramani Jayaraman hold after these transactions?

After the reported transactions, he directly holds 102,356 TriNet Group common shares. This total includes unvested restricted stock units and excludes unvested performance-based units, which will be reported only when specific performance criteria are achieved.

What plans and awards are referenced in Venkataramani Jayaraman’s TriNet Group (TNET) Form 4?

The filing references the TriNet Group, Inc. 2014 Employee Stock Purchase Plan and multiple restricted stock unit awards. It notes that total beneficial ownership includes unvested restricted stock units but excludes performance-based units until the related performance criteria are met.