TriNet Group (TNET) SVP uses shares to cover tax obligations

Rhea-AI Filing Summary

TRINET GROUP, INC. senior vice president and chief legal officer Sidney A. Majalya reported three Form 4 transactions involving common stock on February 15, 2026. In each case, shares were disposed of to satisfy tax withholding obligations triggered by the vesting of previously granted restricted stock units.

The dispositions covered portions of RSU awards originally granted on May 15, 2024, October 15, 2024, and March 21, 2025 at a transaction price of $39.82 per share. After these transactions, Majalya directly beneficially owned 19,221 shares, which include unvested restricted stock units but exclude performance-based RSUs that will only be reported if earned.

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^*

Majalya Sidney A.

(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)
	SVP, CLO and Secretary

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		138(1)	D	$39.82	19,715(2)	D
Common Stock	02/15/2026		F		200(3)	D	$39.82	19,515(2)	D
Common Stock	02/15/2026		F		294(4)	D	$39.82	19,221(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 May 15, 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.

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 October 15, 2024.

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 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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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 transactions did TriNet (TNET) report for Sidney A. Majalya?

Sidney A. Majalya reported three stock disposals on February 15, 2026. These were Form 4 transactions where common shares were withheld to cover tax obligations from vesting restricted stock units, rather than open-market sales, all at a reported price of $39.82 per share.

How many TriNet (TNET) shares were used for Sidney Majalya’s tax withholding?

Three separate share withholdings were reported, each tied to vesting of restricted stock units. The transactions involved common stock at $39.82 per share and were coded as tax-withholding dispositions, indicating shares were surrendered to satisfy tax liabilities rather than sold on the open market.

What does transaction code "F" mean in the TriNet (TNET) Form 4?

Code “F” indicates a tax-withholding disposition. In this TriNet Form 4, shares of common stock were withheld to pay exercise price or tax liabilities when restricted stock units vested, instead of the insider executing discretionary open-market sales of stock.

How many TriNet (TNET) shares does Sidney Majalya own after these transactions?

After the reported tax-related share withholdings, Majalya beneficially owned 19,221 shares of TriNet common stock. This total includes unvested restricted stock units but specifically excludes unvested performance-based RSUs, which will only be reported if and when performance targets are achieved.

Were performance-based RSUs included in Sidney Majalya’s TriNet (TNET) Form 4 holdings?

No, unvested performance-based RSUs were excluded from the beneficial ownership total. The filing states those units will be reported only when earned upon achieving specified performance criteria, while the reported 19,221 shares include time-based unvested restricted stock units.

Which equity awards triggered Sidney Majalya’s tax-withholding share dispositions at TriNet (TNET)?

The tax-withholding dispositions relate to three RSU grants originally awarded on May 15, 2024, October 15, 2024, and March 21, 2025. As portions of these restricted stock units vested, shares were withheld to satisfy associated tax obligations.