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TriNet Group (NYSE: TNET) withholds 1,267 shares for RSU taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

TRINET GROUP, INC. (TNET) reported insider activity by EVP, Chief Services & Technology Officer Jeffery Jon Hayward. On 2026-08-15, he disposed of an aggregate 1,267 shares of common stock at $68.75 per share in four code F transactions, each described as shares withheld to satisfy tax withholding obligations arising from the vesting of portions of restricted stock unit awards granted in 2023, 2024, 2025, and 2026. The filing notes that total beneficial ownership includes unvested restricted stock units and excludes unearned performance-based restricted stock units.

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Insider Hayward Jeffery Jon
Role EVP, Chief Svcs & Tech Officer
Type Security Shares Price Value
Tax Withholding Common Stock F1, F2 172 $68.75 $12K
Tax Withholding Common Stock F3, F2 125 $68.75 $9K
Tax Withholding Common Stock F4, F2 305 $68.75 $21K
Tax Withholding Common Stock F5, F2 665 $68.75 $46K
Holdings After Transaction: Common Stock — 71,960.3487 shares (Direct)
Footnotes (5)
  1. F1. 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, 2023.
  2. F2. 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. F3. 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.
  4. F4. 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.
  5. F5. 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 20, 2026.
Tax-withheld shares (total) 1,267 shares Aggregate shares delivered or withheld for tax liability on 2026-08-15 (code F)
Tax-withheld lot 1 172 shares Code F withholding at $68.75 per share tied to March 15, 2023 RSU grant
Tax-withheld lot 2 125 shares Code F withholding at $68.75 per share tied to March 15, 2024 RSU grant
Tax-withheld lot 3 305 shares Code F withholding at $68.75 per share tied to March 21, 2025 RSU grant
Tax-withheld lot 4 665 shares Code F withholding at $68.75 per share tied to March 20, 2026 RSU grant
Reported price per share $68.75 Per-share value used across all four tax-withholding transactions on 2026-08-15
restricted stock unit financial
"arising as a result of the vesting of a portion of the restricted stock unit award"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
performance-based restricted stock units financial
"It excludes unvested performance-based restricted stock units which will be reported when earned"
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
tax withholding obligation financial
"shares withheld for satisfaction of a tax withholding obligation arising as a result of the vesting"
beneficially owned financial
"The total securities beneficially owned includes shares of unvested restricted stock units."
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

FAQ

What insider transaction did TNET report for Jeffery Jon Hayward on August 15, 2026?
TRINET GROUP, INC. reported that Jeffery Jon Hayward had 1,267 common shares withheld on 2026-08-15 to satisfy tax withholding obligations related to vesting restricted stock units, at a reported price of $68.75 per share.

Were the recent TNET insider transactions open-market sales?
No. The Form 4 states the transactions were code F events, meaning shares were withheld to pay tax liabilities from RSU vesting, not open-market purchases or sales, with no buy or sell codes reported.

How many TNET shares were involved in each of Hayward’s tax-withholding transactions?
On 2026-08-15, Hayward had 172, 125, 305, and 665 TNET common shares withheld in four separate code F transactions, all priced at $68.75 per share to satisfy tax obligations from different RSU grants.

What RSU grants did the August 15, 2026 TNET tax-withholding transactions relate to?
Footnotes explain the withheld shares related to vesting portions of RSU awards granted on March 15, 2023, March 15, 2024, March 21, 2025, and March 20, 2026, each triggering a tax withholding obligation satisfied in shares.

Does Hayward’s TNET Form 4 include performance-based RSUs in beneficial ownership?
The filing states total securities beneficially owned include unvested restricted stock units but exclude unvested performance-based restricted stock units, which will only be reported when earned upon achievement of specified performance criteria.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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*
Hayward Jeffery Jon
(Last)(First)(Middle)
TRINET GROUP, INC.
ONE PARK PLACE, SUITE 600
(Street)
DUBLIN CALIFORNIA 94568
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
TRINET GROUP, INC. [ TNET ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, Chief Svcs & Tech Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/15/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock08/15/2026F172(1)D$68.7573,055.3487(2)D
Common Stock08/15/2026F125(3)D$68.7572,930.3487(2)D
Common Stock08/15/2026F305(4)D$68.7572,625.3487(2)D
Common Stock08/15/2026F665(5)D$68.7571,960.3487(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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, 2023.
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 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.
5. 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 20, 2026.
Remarks:
/s/ Sheryl Southwick, Attorney-in-fact08/18/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR