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

Rhea-AI Filing Summary

Timothy Nimmer, SVP, Insurance Services & Ops at TriNet Group, Inc. (TNET), reported two disposition transactions dated 08/15/2025 that reflect shares withheld to satisfy tax withholding obligations from restricted stock unit vestings. The report shows 167 shares disposed at $66 and 235 shares disposed at $66. Following the reported transactions, the reporting person beneficially owned 23,885 shares in one line and 23,650 shares in the other, which include unvested restricted stock units but exclude unvested performance-based restricted stock units that will be reported if earned. The dispositions relate to RSU awards granted on July 15, 2024 and March 21, 2025 and were certified by an attorney-in-fact on 08/19/2025.

Insights

Financial Analyst

TL;DR: Routine insider tax-withholding dispositions from RSU vestings, not a company-level operational change.

The Form 4 documents two small dispositions totaling 402 shares at $66 per share on 08/15/2025, identified as share withholding to meet tax obligations from RSU vestings. These transactions are administrative in nature and arise from equity compensation mechanics rather than open-market trading or a change in ownership intent. The filing discloses post-transaction beneficial ownership counts and clarifies that performance-based RSUs remain excluded until earned.

Corporate Governance Expert

TL;DR: Filing shows standard compliance with Section 16 reporting for executive equity vesting and tax withholding.

The report identifies the reporting person as an officer and provides required disclosure of share dispositions tied to RSU vesting events dated July 15, 2024 and March 21, 2025. Use of an attorney-in-fact signature is documented. There are no indications of unusual timing, related-party transfers, or changes in control; the disclosure appears consistent with routine compensation settlement practices.

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^*

Nimmer Timothy

(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, Insurance Services & Ops

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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	08/15/2025		F		167(1)	D	$66	23,885(2)	D
Common Stock	08/15/2025		F		235(3)	D	$66	23,650(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 July 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 March 21, 2025.

Remarks:

	/s/ Sheryl Southwick, Attorney-in-fact	08/19/2025
	** 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

Who filed the Form 4 for TriNet Group, Inc. (TNET)?

The Form 4 was filed on behalf of Timothy Nimmer, SVP, Insurance Services & Ops, with the signature executed by Sheryl Southwick, Attorney-in-fact on 08/19/2025.

What transactions were reported on the TNET Form 4 dated 08/15/2025?

Two dispositions related to RSU vesting were reported: 167 shares disposed at $66 and 235 shares disposed at $66, both dated 08/15/2025.

Why were shares disposed in the reported transactions for TNET?

The filings state the shares were withheld to satisfy tax withholding obligations arising from the vesting of restricted stock unit awards granted on July 15, 2024 and March 21, 2025.

How many shares did the reporting person beneficially own after the transactions?

The Form 4 shows beneficial ownership of 23,885 shares in one line and 23,650 shares in the other, which include unvested restricted stock units but exclude unvested performance-based RSUs.

Do the disclosed holdings include performance-based restricted stock units?

No. The filing explicitly states it excludes unvested performance-based restricted stock units; those will be reported if and when earned upon achieving performance criteria.