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  4. [Form 4] TRINET GROUP, INC. Insider Trading Activity

TriNet CTO reports ESPP buy and tax withholdings on Form 4

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

TriNet Group, Inc. (TNET) reported insider activity for its Chief Technology Officer on Form 4. On 11/14/2025, the officer acquired 127 shares of common stock at $47.35 per share through the company’s 2014 Employee Stock Purchase Plan, a transaction exempt under Rule 16b-3. On 11/15/2025, a series of transactions coded “F” show 314, 240, 196 and 321 shares withheld at $55.7 per share to satisfy tax withholding obligations tied to vesting restricted stock unit awards granted between July 2022 and March 2025. After these transactions, the officer beneficially owned 29,486.3487 shares, which include unvested restricted stock units and 6.3487 shares from the dividend reinvestment plan, but exclude performance-based units that will be reported only if performance criteria are achieved.

Positive

  • None.

Negative

  • None.
Insider Hayward Jeffery Jon
Role Chief Technology Officer
Type Security Shares Price Value
Tax Withholding Common Stock 314 $55.70 $17K
Tax Withholding Common Stock 240 $55.70 $13K
Tax Withholding Common Stock 196 $55.70 $11K
Tax Withholding Common Stock 321 $55.70 $18K
Grant/Award Common Stock 127 $47.35 $6K
Holdings After Transaction: Common Stock — 30,243.349 shares (Direct)
Footnotes (1)
  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. Includes 6.3487 shares acquired through the company's dividend reinvestment plan that were inadvertently omitted from previous filings. 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.
Form 4 Insider Transactions: What Each Field Means →
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*
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)
11/15/2025
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 11/14/2025 A V 127(1) A $47.35 30,557.3487(2)(3) D
Common Stock 11/15/2025 F 314(4) D $55.7 30,243.3487(2) D
Common Stock 11/15/2025 F 240(5) D $55.7 30,003.3487(2) D
Common Stock 11/15/2025 F 196(6) D $55.7 29,807.3487(2) D
Common Stock 11/15/2025 F 321(7) D $55.7 29,486.3487(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. 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. Includes 6.3487 shares acquired through the company's dividend reinvestment plan that were inadvertently omitted from previous filings.
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 July 15, 2022.
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, 2023.
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 15, 2024.
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 21, 2025.
Remarks:
/s/ Sheryl Southwick, Attorney-in-fact 11/18/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did TriNet Group (TNET) report for its CTO?

The Chief Technology Officer of TriNet Group, Inc. (TNET) reported acquiring 127 shares of common stock on 11/14/2025 at $47.35 per share under the company’s 2014 Employee Stock Purchase Plan.

Why were TriNet Group (TNET) shares withheld on 11/15/2025 in the Form 4?

On 11/15/2025, 314, 240, 196 and 321 shares of TriNet common stock were withheld at $55.7 per share to satisfy tax withholding obligations arising from the vesting of restricted stock unit awards granted in July 2022, March 2023, March 2024 and March 2025.

How many TriNet (TNET) shares does the CTO beneficially own after the reported transactions?

Following the reported transactions, the Chief Technology Officer beneficially owns 29,486.3487 shares of TriNet common stock, including unvested restricted stock units and 6.3487 shares acquired through the dividend reinvestment plan.

Are performance-based restricted stock units included in the CTO’s reported TriNet (TNET) holdings?

No. The filing states that the total securities beneficially owned exclude unvested performance-based restricted stock units, which will be reported when earned upon achieving specified performance criteria.

What plan was used for the share purchase reported by TriNet’s CTO?

The 127 shares acquired on 11/14/2025 were obtained under the TriNet Group, Inc. 2014 Employee Stock Purchase Plan, and the transaction was exempt under Rule 16b-3(c) and Rule 16b-3(d).

Why does the TriNet (TNET) Form 4 reference 6.3487 additional shares?

The Form 4 explains that the total beneficial ownership includes 6.3487 shares acquired through the company’s dividend reinvestment plan that were inadvertently omitted from previous filings.