TriNet Group (TNET) EVP reports RSU vesting and tax share withholding

Rhea-AI Filing Summary

TriNet Group, Inc. executive reports Form 4 share withholding for taxes tied to equity awards. The EVP of Strategy, Products & Transformation reported dispositions of 3,298 and 540 shares of TriNet common stock on 12/31/2025 at a price of $59.44 per share, in each case representing shares withheld to satisfy tax obligations from vesting of performance-based restricted stock units granted on March 15, 2023 and March 15, 2024.

Following these transactions, the reporting person beneficially owned 60,657 shares of common stock, which includes unvested restricted stock units and excludes unvested performance-based restricted stock units that will be reported when earned upon achievement of specified performance criteria.

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^*

Venkataramani Jayaraman

(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)
	EVP Strat, Prdts & Transf

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

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	12/31/2025		F		3,298(1)	D	$59.44	61,197(2)	D
Common Stock	12/31/2025		F		540(3)	D	$59.44	60,657(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 performance-based restricted stock unit award granted on March 15, 2023.

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 performance-based restricted stock unit award granted on March 15, 2024.

Remarks:

	/s/ Sheryl Southwick, Attorney-in-fact	01/05/2026
	** 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.

FAQ

What insider transaction did TriNet Group (TNET) report in this Form 4?

The Form 4 reports that an executive of TriNet Group, Inc. had company shares withheld on 12/31/2025 to cover tax obligations arising from the vesting of performance-based restricted stock unit awards.

How many TriNet Group (TNET) shares were withheld for taxes in the reported transactions?

The executive had 3,298 shares and 540 shares of TriNet common stock withheld, each at a price of $59.44 per share, to satisfy tax withholding obligations.

What is the reporting person’s role at TriNet Group (TNET)?

The reporting person is an officer of TriNet Group, Inc., serving as EVP Strategy, Products & Transformation.

How many TriNet Group (TNET) shares does the executive beneficially own after these transactions?

After the reported share withholdings, the executive beneficially owns 60,657 shares of TriNet common stock, including shares underlying unvested restricted stock units.

Do the reported holdings for the TriNet (TNET) executive include all performance-based restricted stock units?

No. The reported total includes unvested restricted stock units but excludes unvested performance-based restricted stock units, which will be reported when earned upon achievement of specified performance criteria.

Were these TriNet (TNET) Form 4 transactions open-market sales by the executive?

No. The filing explains that the transactions represent shares withheld for tax withholding obligations resulting from the vesting of performance-based restricted stock units, rather than discretionary open-market sales.