What plan is mentioned in connection with Jeffery Hayward’s TriNet share ownership?

A footnote explains that certain shares were acquired under the TriNet Group, Inc. 2014 Employee Stock Purchase Plan. These transactions were exempt under Rule 16b-3(c) and Rule 16b-3(d), reflecting plan-based acquisitions rather than open-market trades.

TriNet (NYSE: TNET) EVP logs tax share withholdings and 406-share stock grant

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

TriNet Group EVP Jeffery Jon Hayward reported routine share movements tied to equity compensation. On May 15, 2026, a total of 1,199 shares of TriNet Group common stock were disposed of through share withholding to cover tax obligations arising from the vesting of multiple restricted stock unit grants. On the same date, he acquired 406 shares of common stock as a grant or award at a reported price of $34.44 per share. Following these transactions, Hayward directly holds about 74,426.35 shares of TriNet Group common stock, which includes unvested restricted stock units as noted in the footnotes. The filing describes these actions as administrative tax and compensation events rather than open-market buying or selling.

Insider Trade Summary

Net Seller: 793 shares

Net Sell 6 txns

Insider Hayward Jeffery Jon

Role EVP, Chief Svcs & Tech Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	406	$34.44	$14K
Exercise Price or Tax Liability	Common Stock	196	$39.64	$8K
Exercise Price or Tax Liability	Common Stock	149	$39.64	$6K
Exercise Price or Tax Liability	Common Stock	122	$39.64	$5K
Exercise Price or Tax Liability	Common Stock	201	$39.64	$8K
Exercise Price or Tax Liability	Common Stock	531	$39.64	$21K

Holdings After Transaction: Common Stock — 73,227.3487 shares (Direct)

Footnotes (7)

F1. 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).
F2. 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.
F3. 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.
F4. 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.
F5. 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.
F6. 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.
F7. 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 20, 2026.

Key Figures

Tax-withheld shares: 1,199 shares Stock grant: 406 shares Grant price: $34.44/share +4 more

7 metrics

Tax-withheld shares 1,199 shares Shares withheld for tax obligations on RSU vesting, May 15, 2026

Stock grant 406 shares Grant/award acquisition on May 15, 2026

Grant price $34.44/share Reported price per share for 406-share grant

Tax withhold price $39.64/share Reported price per share for tax-withheld shares

Post-transaction holdings 74,426.35 shares Direct TriNet common stock beneficially owned after transactions

Tax-withholding transactions 5 entries Code F, tax-withholding dispositions on May 15, 2026

Grant transactions 1 entry Code A, grant/award acquisition on May 15, 2026

Key Terms

restricted stock units, performance-based restricted stock units, 2014 Employee Stock Purchase Plan, tax withholding obligation, +2 more

6 terms

restricted stock units financial

"The total securities beneficially owned includes shares of unvested restricted stock units."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

performance-based restricted stock units financial

"It excludes unvested performance-based restricted stock units which will be reported when earned upon achievement of certain performance criteria."

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

2014 Employee Stock Purchase Plan financial

"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)."

tax withholding obligation financial

"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."

Rule 16b-3(c) regulatory

"transactions that were exempt under both Rule 16b-3(c) and Rule 16b-3(d)."

An SEC rule that lets corporate insiders avoid automatic "short‑swing" profit recovery when they buy or sell their company’s stock under a pre‑approved, written plan that meets specific conditions. For investors, it matters because it clarifies when insider trades are treated as routine, reducing legal uncertainty and helping distinguish trades made for ordinary compensation or pre‑planned reasons from those that might signal opportunistic or timely insider advantage.

Rule 16b-3(d) regulatory

"transactions that were exempt under both Rule 16b-3(c) and Rule 16b-3(d)."

Rule 16b-3(d) is a narrow SEC safe-harbor that shields company insiders (officers, directors and large shareholders) from liability for short‑swing profits when their buys or sells of company stock are made under a pre-established, written plan or contract that removes the insider’s ability to time trades. For investors, this matters because it permits predictable, automated insider transactions — like scheduled sales for diversification or payroll withholding — without triggering forced disgorgement, so such planned trades are treated differently from opportunistic insider trading.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 05/19/2026 - 06:23 PM

FAQ

What insider transactions did TriNet (TNET) report for Jeffery Jon Hayward?

TriNet reported that EVP Jeffery Jon Hayward had shares withheld to cover tax obligations from vesting restricted stock units and received a stock grant. These are routine compensation-related transactions rather than open-market trades.

How many TriNet (TNET) shares were withheld for Jeffery Hayward’s taxes?

A total of 1,199 TriNet common shares were withheld to satisfy tax obligations. The filing links these withholdings to the vesting of portions of restricted stock unit awards granted between July 2022 and March 2026.

How many TriNet (TNET) shares does Jeffery Hayward hold after this Form 4?

After the reported transactions, Jeffery Jon Hayward directly holds about 74,426.35 TriNet common shares. Footnotes indicate this total includes unvested restricted stock units but excludes performance-based units that will be reported if earned.

Did Jeffery Hayward buy or sell TriNet (TNET) stock on the open market?

The filing does not show any open-market purchases or sales. Reported dispositions are shares withheld to cover tax liabilities, and the acquisition reflects a stock grant or award rather than a market trade.

What is the reported price for Jeffery Hayward’s TriNet stock grant?

The 406-share grant to Jeffery Jon Hayward is reported at a price of $34.44 per share. This transaction is categorized as a grant or award acquisition under TriNet’s equity compensation arrangements.

How are TriNet (TNET) restricted stock units described in this Form 4?

The filing states that Hayward’s total beneficial ownership includes unvested restricted stock units. It also notes that unvested performance-based restricted stock units are excluded and will be reported when earned upon achieving 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

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

CALIFORNIA

94568

(City)

(State)

(Zip)

UNITED STATES

(Country)

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, Chief Svcs & Tech Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/15/2026		A	V	406⁽¹⁾	A	$34.44	74,426.3487⁽²⁾	D
Common Stock	05/15/2026		F		196⁽³⁾	D	$39.64	74,230.3487⁽²⁾	D
Common Stock	05/15/2026		F		149⁽⁴⁾	D	$39.64	74,081.3487⁽²⁾	D
Common Stock	05/15/2026		F		122⁽⁵⁾	D	$39.64	73,959.3487⁽²⁾	D
Common Stock	05/15/2026		F		201⁽⁶⁾	D	$39.64	73,758.3487⁽²⁾	D
Common Stock	05/15/2026		F		531⁽⁷⁾	D	$39.64	73,227.3487⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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. 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.

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 15, 2023.

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, 2024.

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 21, 2025.

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 20, 2026.

Remarks:

	/s/ Melissa Shimizu, Attorney-in-fact	05/19/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR