TRINET (TNET) Insider RSU Withholding Reported on Form 4

Rhea-AI Filing Summary

TRINET GROUP, INC. (TNET) Form 4 summary: This filing reports insider share dispositions by Majalya Sidney A., SVP, CLO and Secretary, reflecting tax-withholding related to vesting restricted stock units. On 08/15/2025 three withholding transactions occurred: 120 shares, 174 shares and 256 shares, each withheld at a reported price of $66 per share. After these dispositions the reporting person beneficially owns 22,483 to 22,913 shares (reflecting inclusion of unvested restricted stock units but excluding unvested performance-based RSUs). The withheld shares satisfy tax obligations from RSU vesting dates of 05/15/2024, 10/15/2024 and 03/21/2025.

Insights

Financial Analyst

TL;DR: Routine tax-withholding sales tied to RSU vesting; small absolute share counts and no reduction in reported long-term holdings.

The transactions are labeled with code F, indicating shares were withheld to cover tax obligations arising from vesting of restricted stock units granted previously. The three disposals (120, 174 and 256 shares) are modest in size relative to total outstanding shares and the reporting person’s beneficial ownership, suggesting limited market or governance impact. The filing clarifies that performance-based RSUs remain excluded until earned, which preserves potential future dilution but is standard disclosure.

Corporate Governance Expert

TL;DR: Filing documents standard insider withholding for tax compliance; disclosure appears complete and timely.

The Form 4 indicates the reporting person acted pursuant to tax-withholding obligations tied to specific RSU vesting dates. The form is signed by an attorney-in-fact and identifies the reporter’s role as SVP, CLO and Secretary, meeting typical disclosure expectations. There are no unusual transaction codes or arrangements reported that would suggest governance concerns.

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)
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		120(1)	D	$66	22,913(2)	D
Common Stock	08/15/2025		F		174(3)	D	$66	22,739(2)	D
Common Stock	08/15/2025		F		256(4)	D	$66	22,483(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	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

What transactions does the TNET Form 4 report for Majalya Sidney A.?

Answer: It reports three share dispositions on 08/15/2025 of 120, 174 and 256 shares withheld to satisfy tax withholding from RSU vesting.

Why were shares sold according to the Form 4 for TNET?

Answer: The sales (code F) represent shares withheld to satisfy tax withholding obligations arising from the vesting of restricted stock units.

How many shares does the reporting person own after the reported transactions?

Answer: The filing shows beneficial ownership amounts ranging from 22,483 to 22,913 shares following the reported transactions.

Do the reported totals include performance-based RSUs?

Answer: No. The filing explicitly states it excludes unvested performance-based restricted stock units which will be reported when earned upon achievement of performance criteria.

Which RSU grant dates triggered the tax withholding reported on the Form 4?

Answer: The withholding related to RSU vesting from grants dated 05/15/2024, 10/15/2024 and 03/21/2025.