TriNet (TNET) CEO logs tax-withholding share dispositions from RSU vesting

Rhea-AI Filing Summary

TriNet Group, Inc. president and CEO Michael Q. Simonds reported two tax-related share dispositions. On February 15, 2026, a total of 700 and 1,240 shares of common stock at $39.82 per share were withheld to satisfy tax withholding obligations triggered by the vesting of portions of restricted stock unit awards granted on March 15, 2024 and March 21, 2025. These are administrative tax-withholding transactions, not open-market purchases or sales. The filing notes that his beneficial ownership also includes unvested restricted stock units and excludes performance-based units that will be reported if and when 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^*

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)
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		700(1)	D	$39.82	108,615(2)	D
Common Stock	02/15/2026		F		1,240(3)	D	$39.82	107,375(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	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).
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FAQ

What insider transaction did TriNet Group (TNET) disclose for CEO Michael Q. Simonds?

TriNet Group disclosed that CEO Michael Q. Simonds had shares withheld to cover tax obligations from vesting restricted stock units. Two Form 4 transactions on February 15, 2026 reported 700 and 1,240 common shares disposed through tax-withholding at $39.82 per share.

Were the TriNet (TNET) CEO’s Form 4 transactions open-market stock sales?

No, the Form 4 shows tax-withholding dispositions, not open-market stock sales. Shares were withheld automatically to satisfy tax obligations arising from vesting restricted stock unit awards granted in March 2024 and March 2025, a common administrative process for equity compensation.

How many TriNet (TNET) shares were withheld for the CEO’s tax obligations?

The Form 4 reports two separate tax-withholding dispositions for the CEO: 700 shares and 1,240 shares of TriNet common stock. Both transactions occurred at a reference price of $39.82 per share in connection with vesting restricted stock unit awards.

What awards triggered the TriNet (TNET) CEO’s tax-withholding share dispositions?

The tax-withholding dispositions were triggered by vesting portions of two restricted stock unit awards. One award was granted on March 15, 2024, and the other on March 21, 2025, leading to automatic share withholding when those units partially vested.

Does the TriNet (TNET) CEO still hold unvested equity after these transactions?

Yes, the filing states that the CEO’s beneficial ownership includes unvested restricted stock units. It also notes that unvested performance-based restricted stock units are excluded and will be reported later if earned when specific performance criteria are achieved.

How does the Form 4 describe the nature of the CEO’s TriNet (TNET) transactions?

The Form 4 describes both transactions as dispositions coded “F,” meaning shares were delivered to satisfy tax withholding obligations. The action is labeled as a tax-withholding disposition rather than a discretionary buy or sell in the open market.