TriNet Group (TNET) SVP reports 356 shares withheld for taxes on RSU vesting

Rhea-AI Filing Summary

TriNet Group, Inc. executive SVP, Insurance Services & Ops reported a routine equity transaction involving company common stock. On 12/31/2025, 356 shares of TriNet common stock were withheld at a price of $59.44 per share to cover tax obligations triggered by the vesting of part of a performance-based restricted stock unit award originally granted on July 15, 2024.

After this tax withholding transaction, the reporting person beneficially owned 23,182 shares of TriNet common stock, which includes unvested restricted stock units but excludes unvested performance-based restricted stock units that will be reported when earned upon achievement of specified performance criteria. The filing is made by a single reporting person and reflects standard equity compensation and tax withholding mechanics.

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^*

Nimmer Timothy N

(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, Insurance Services & Ops

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

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	12/31/2025		F		356(1)	D	$59.44	23,182(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 performance-based restricted stock unit award granted on July 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.

Remarks:

	/s/ Sheryl Southwick, Attorney-in-fact	01/05/2026
	** 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 in this Form 4?

The Form 4 reports that a TriNet Group SVP had 356 shares of common stock withheld on 12/31/2025 to satisfy tax withholding obligations arising from the vesting of a portion of a performance-based restricted stock unit award.

At what price were the TriNet (TNET) shares withheld for taxes?

The 356 shares of TriNet common stock were withheld at a price of $59.44 per share in connection with tax withholding on vested performance-based restricted stock units.

How many TriNet Group (TNET) shares does the insider beneficially own after this transaction?

Following the reported tax withholding transaction, the insider beneficially owns 23,182 shares of TriNet common stock, which includes shares represented by unvested restricted stock units.

Does the reported TriNet (TNET) ownership include all performance-based restricted stock units?

No. The 23,182 shares beneficially owned include unvested restricted stock units but exclude unvested performance-based restricted stock units, which will be reported when earned upon achievement of certain performance criteria.

What caused the tax withholding transaction reported for TriNet (TNET)?

The tax withholding transaction was caused by the vesting of a portion of a performance-based restricted stock unit award that was granted on July 15, 2024, leading to 356 shares being withheld to satisfy related tax obligations.

What is the reporting person’s role at TriNet Group (TNET)?

The reporting person is an officer of TriNet Group, Inc., serving as SVP, Insurance Services & Ops, and filed the Form 4 as a single reporting person.