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

Rhea-AI Filing Summary

Trinet Group, Inc. (TNET) director and President & CEO Michael Q. Simonds reported routine share disposals on 08/15/2025 related to tax-withholding following RSU vesting. Two withholding transactions reduced his direct common stock holdings by 1,026 shares and 1,708 shares at a reported price of $66 per share, leaving 117,863 and 116,155 shares beneficially owned (the filings reflect inclusion of unvested restricted stock units in totals and exclude unvested performance-based RSUs pending achievement of performance criteria).

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding share dispositions after RSU vesting; disclosure aligns with Section 16 requirements and raises no governance concerns.

The Form 4 shows two transactions coded as withholding to satisfy tax obligations arising from RSU vesting on 03/15/2024 and 03/21/2025. These are standard administrative actions rather than open-market sales and do not change beneficial ownership reporting methodology; the filing also clarifies that performance-based RSUs remain excluded until earned.

Securities Analyst

TL;DR: Insider ownership modestly reduced by withholding; no indication of opportunistic selling or material change in control.

The amounts withheld (1,026 and 1,708 shares) are disclosed with a $66 per-share price for the transactions. The remaining reported beneficial holdings include unvested time-based RSUs but exclude performance RSUs pending vesting conditions, consistent with standard reporting practice.

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

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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^*

Simonds Michael Q

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	PRESIDENT & CEO

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		1,026(1)	D	$66	117,863(2)	D
Common Stock	08/15/2025		F		1,708(3)	D	$66	116,155(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 March 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

What transactions did Michael Q. Simonds report on the Form 4 for TNET?

He reported two share disposals on 08/15/2025 consisting of 1,026 shares and 1,708 shares withheld to satisfy tax obligations from RSU vesting at a reported price of $66 per share.

Do the reported transactions indicate open-market sales by the insider?

No. The Form 4 indicates the shares were withheld for tax withholding related to RSU vesting rather than open-market dispositions.

How many shares does the filing show Michael Simonds beneficially owns after the transactions?

The filing reports beneficial ownership totals of 117,863 shares and 116,155 shares in the respective lines after the reported transactions; totals include unvested restricted stock units but exclude unvested performance-based RSUs.

Are any performance-based RSUs included in the reported beneficial ownership?

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

Who signed the Form 4 and when was it signed?

The Form 4 was signed by /s/ Sheryl Southwick, Attorney-in-fact on 08/19/2025.