TriNet (TNET) Insider Sale: CTO Disposes 1,437 Shares Under 10b5-1 Plan

Rhea-AI Filing Summary

Jeffery Jon Hayward, Chief Technology Officer of TriNet Group, Inc. (TNET), reported a sale of 1,437 shares of company common stock on 08/25/2025 at a price of $68.80 per share. The filing states the sale was effected under a pre-established Rule 10b5-1 trading plan dated August 6, 2024, and was reported by an attorney-in-fact on 08/27/2025.

The filing shows Mr. Hayward beneficially owns 30,424 shares following the sale; that total includes unvested restricted stock units and excludes unvested performance-based restricted stock units, which will be reported if earned.

Positive

• Transaction executed under a Rule 10b5-1 plan, indicating the sale was pre-arranged to provide an affirmative defense to insider trading claims
• Clear disclosure of remaining beneficial ownership including unvested restricted stock units, improving transparency

Negative

• Insider disposition of shares (1,437 shares sold) reduces executive's direct holdings, which some investors may view negatively

Insights

Corporate Governance Expert

TL;DR: Insider sale executed under a 10b5-1 plan reduces holdings modestly and was properly disclosed.

The Form 4 discloses a routine sale of 1,437 shares by CTO Jeffery Hayward at $68.80 per share under a Rule 10b5-1 plan established 08/06/2024. Use of a 10b5-1 plan indicates the transaction was pre-arranged and designed to provide affirmative defense to insider trading claims. The filing also clarifies the composition of remaining holdings, distinguishing unvested restricted stock units from performance-based units that are not yet reportable.

Securities Analyst

TL;DR: Transaction is a disclosed insider sale with limited immediate market implication based on available data.

The report shows a single non-derivative disposition totaling 1,437 shares at $68.80 on 08/25/2025, leaving 30,424 shares beneficially owned. The disclosure's key elements—trade date, price, 10b5-1 plan origin (08/06/2024), and the treatment of unvested performance RSUs—are clearly stated. Without additional context on holding size relative to total insider ownership or company market cap, material market impact cannot be established from this filing alone.

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).

X

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)
08/25/2025

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	08/25/2025		S		1,437(1)	D	$68.8	30,424(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. The sale reported on this Form 4 was effected pursuant to a 10b5-1 trading plan established by the Reporting Person on August 6, 2024.

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.

Remarks:

	/s/ Sheryl Southwick, Attorney-in-fact	08/27/2025
	** 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.

FAQ

What did TNET insider Jeffery Hayward sell on 08/25/2025?

He sold 1,437 shares of TriNet Group, Inc. common stock at $68.80 per share on 08/25/2025.

Was the sale by Jeffery Hayward part of a pre-arranged plan?

Yes. The sale was effected pursuant to a Rule 10b5-1 trading plan established on 08/06/2024.

How many TriNet shares does Jeffery Hayward beneficially own after the sale?

30,424 shares beneficially owned following the reported transaction; this total includes unvested restricted stock units.

Are performance-based restricted stock units included in the reported ownership?

No. The filing excludes unvested performance-based RSUs; those will be reported if and when they are earned.

Who signed and filed the Form 4 on behalf of the reporting person?

Sheryl Southwick, Attorney-in-fact signed the Form 4 on 08/27/2025.