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TriNet (NYSE: TNET) SVP logs tax-withholding share disposals and award grant

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

Rhea-AI Filing Summary

TRINET GROUP, INC. executive Sidney A. Majalya reported routine equity compensation-related transactions involving company common stock. On May 15, 2026, a total of 1,069 shares of common stock were disposed of at $39.64 per share to cover tax withholding obligations tied to vesting restricted stock units. These dispositions were coded as tax-withholding events, not open-market sales.

On the same date, Majalya acquired 375 shares of common stock at $34.44 per share as a grant or award under company plans, including the TriNet Group, Inc. 2014 Employee Stock Purchase Plan, in transactions exempt under Rule 16b-3. Following these transactions, Majalya directly held 56,125 shares of TriNet common stock, which include unvested restricted stock units and exclude unvested performance-based restricted stock units that will be reported when earned.

Positive

  • None.

Negative

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Insider Majalya Sidney A.
Role SVP, CLO and Secretary
Type Security Shares Price Value
Grant/Award Common Stock 375 $34.44 $13K
Tax Withholding Common Stock 120 $39.64 $5K
Tax Withholding Common Stock 174 $39.64 $7K
Tax Withholding Common Stock 256 $39.64 $10K
Tax Withholding Common Stock 519 $39.64 $21K
Holdings After Transaction: Common Stock — 56,125 shares (Direct, null)
Footnotes (1)
  1. These shares were acquired under the TriNet Group, Inc. 2014 Employee Stock Purchase Plan in transactions that were exempt under both Rule 16b-3(c) and Rule 16b-3(d). 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. 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 May 15, 2024. 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 October 15, 2024. 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. 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 1,069 shares Shares withheld on May 15, 2026 to satisfy tax obligations
Tax-withholding price $39.64 per share Price used for tax-withholding dispositions on May 15, 2026
Award shares acquired 375 shares Grant/award acquisition on May 15, 2026
Award grant price $34.44 per share Price assigned to grant/award acquisition on May 15, 2026
Shares held after transactions 56,125 shares Directly owned common stock after May 15, 2026 events
Tax-withholding entries 4 transactions Form 4 entries coded F for tax withholding on May 15, 2026
Acquisition entries 1 transaction Form 4 entry coded A for grant/award on May 15, 2026
Rule 16b-3(c) regulatory
"These shares were acquired under the TriNet Group, Inc. 2014 Employee Stock Purchase Plan in transactions that were exempt under both Rule 16b-3(c) and Rule 16b-3(d)."
An SEC rule that lets corporate insiders avoid automatic "short‑swing" profit recovery when they buy or sell their company’s stock under a pre‑approved, written plan that meets specific conditions. For investors, it matters because it clarifies when insider trades are treated as routine, reducing legal uncertainty and helping distinguish trades made for ordinary compensation or pre‑planned reasons from those that might signal opportunistic or timely insider advantage.
Rule 16b-3(d) regulatory
"These shares were acquired under the TriNet Group, Inc. 2014 Employee Stock Purchase Plan in transactions that were exempt under both Rule 16b-3(c) and Rule 16b-3(d)."
Rule 16b-3(d) is a narrow SEC safe-harbor that shields company insiders (officers, directors and large shareholders) from liability for short‑swing profits when their buys or sells of company stock are made under a pre-established, written plan or contract that removes the insider’s ability to time trades. For investors, this matters because it permits predictable, automated insider transactions — like scheduled sales for diversification or payroll withholding — without triggering forced disgorgement, so such planned trades are treated differently from opportunistic insider trading.
restricted stock units financial
"The total securities beneficially owned includes shares of unvested restricted stock units."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
performance-based restricted stock units financial
"It excludes unvested performance-based restricted stock units which will be reported when earned upon achievement of certain performance criteria."
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
"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."
Employee Stock Purchase Plan financial
"These shares were acquired under the TriNet Group, Inc. 2014 Employee Stock Purchase Plan in transactions that were exempt under both Rule 16b-3(c) and Rule 16b-3(d)."
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
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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*
Majalya Sidney A.
(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)
SVP, CLO and Secretary
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026		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 Stock05/15/2026AV375(1)A$34.4456,125(2)D
Common Stock05/15/2026F120(3)D$39.6456,005(2)D
Common Stock05/15/2026F174(4)D$39.6455,831(2)D
Common Stock05/15/2026F256(5)D$39.6455,575(2)D
Common Stock05/15/2026F519(6)D$39.6455,056(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. These shares were acquired under the TriNet Group, Inc. 2014 Employee Stock Purchase Plan in transactions that were exempt under both Rule 16b-3(c) and Rule 16b-3(d).
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 May 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 October 15, 2024.
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 21, 2025.
6. 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/ Melissa Shimizu, Attorney-in-fact05/19/2026
** 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

FAQ

What insider transactions did TriNet (TNET) report for Sidney A. Majalya?

TriNet reported that Sidney A. Majalya had four tax-withholding dispositions totaling 1,069 common shares at $39.64 each and one acquisition of 375 common shares at $34.44 each, all on May 15, 2026, related to equity compensation and employee plans.

Were the May 15, 2026 TNET insider transactions open-market sales or routine tax events?

The May 15, 2026 transactions were routine tax events, not open-market sales. Four entries coded "F" represent shares withheld to satisfy tax obligations from restricted stock unit vesting, according to the filing, rather than discretionary selling in the open market.

How many TriNet (TNET) shares does Sidney A. Majalya hold after these transactions?

After the reported May 15, 2026 transactions, Sidney A. Majalya directly holds 56,125 shares of TriNet common stock. This total includes unvested restricted stock units and excludes performance-based units that will only be reported when specific performance criteria are achieved.

What is the nature of the 375 TriNet (TNET) shares acquired by Sidney A. Majalya?

The 375 common shares acquired at $34.44 per share are classified as a grant or award acquisition. Footnotes state these shares were acquired under TriNet’s 2014 Employee Stock Purchase Plan in transactions exempt under Rule 16b-3(c) and Rule 16b-3(d).

How were restricted stock units treated in this TriNet (TNET) Form 4 filing?

The filing notes that total beneficial ownership includes shares from unvested restricted stock units. It specifically excludes unvested performance-based restricted stock units, which will only be reported when earned after achieving defined performance criteria, providing clarity on what is currently counted as owned.

Which prior awards triggered the tax-withholding share dispositions for TriNet (TNET)?

Footnotes explain the withheld shares satisfied tax obligations from vesting portions of restricted stock unit awards granted on May 15, 2024, October 15, 2024, March 21, 2025, and March 20, 2026. Each vesting event led to a corresponding withholding entry in the Form 4.