Tax withholding trims TriNet (TNET) SVP Anthony Shea’s reported share count

Rhea-AI Filing Summary

TriNet Group SVP and Chief Revenue Officer Anthony Shea reported two tax-related share dispositions. On the same date, a total of 731 shares of common stock were withheld at $39.82 per share to cover tax obligations triggered by the vesting of restricted stock units granted in August 2024 and March 2025. After these withholding events, Shea directly owned 27,493 shares, and his beneficial ownership also includes unvested restricted stock units while excluding performance-based units not yet 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^*

Treadway Anthony Shea

(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, Chief Revenue Officer

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		449(1)	D	$39.82	27,775(2)	D
Common Stock	02/15/2026		F		282(3)	D	$39.82	27,493(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 August 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	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).
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 insider transaction did TriNet Group (TNET) report for Anthony Shea?

TriNet Group reported that Anthony Shea had shares withheld to satisfy tax obligations from vesting restricted stock units. Two separate tax-withholding dispositions of common stock were recorded on the same date, reflecting routine equity compensation mechanics rather than an open-market purchase or sale.

How many TriNet Group (TNET) shares were withheld in Anthony Shea’s Form 4?

A total of 731 TriNet Group common shares were withheld for tax obligations, consisting of 449 shares and 282 shares. Both transactions were coded as tax-withholding dispositions at $39.82 per share in connection with the vesting of restricted stock unit awards.

What price per share was used in Anthony Shea’s TriNet (TNET) tax-withholding transactions?

Both tax-withholding dispositions used a price of $39.82 per TriNet common share. This price applied to 449 shares in one transaction and 282 shares in the other, reflecting the value used to satisfy related tax withholding obligations from vesting equity awards.

How many TriNet Group (TNET) shares does Anthony Shea own after these transactions?

Following the reported tax-withholding dispositions, Anthony Shea directly owned 27,493 TriNet common shares. The filing notes that his total beneficial ownership also includes unvested restricted stock units but excludes performance-based restricted stock units that will be reported only when earned.

Why were TriNet Group (TNET) shares disposed of in Anthony Shea’s Form 4?

The shares were disposed of to satisfy tax withholding obligations triggered by vesting restricted stock units. One portion related to an award granted on August 15, 2024, and another to an award granted on March 21, 2025, reflecting standard equity compensation tax treatment.

Do Anthony Shea’s TriNet (TNET) holdings include unvested restricted stock units?

Yes, the total securities beneficially owned by Anthony Shea include unvested restricted stock units. However, unvested performance-based restricted stock units are excluded and will only be reported when earned upon achievement of specified performance criteria, according to the filing footnotes.