[Form 4] TRINET GROUP, INC. Insider Trading Activity

Rhea-AI Filing Summary

Reporting person: Venkataramani Jayaraman, Executive Vice President, Strategy, Products & Transformation at TriNet Group, Inc. (TNET). The Form 4 discloses four transactions on 08/15/2025 in which shares of TriNet common stock were disposed of to satisfy tax withholding obligations tied to the vesting of restricted stock units (RSUs). Withholdings were: 522 shares at $66, 291 shares at $66, 253 shares at $66, and 292 shares at $66. After these transactions the reporting person beneficially owned 66,114 to 66,950 shares (the filing lists incremental totals reflecting inclusion of unvested RSUs and exclusion of unvested performance-based RSUs). The form is a routine disclosure of RSU tax-withholding-related share dispositions.

Insights

Financial Analyst

TL;DR: Routine insider share withholdings to cover taxes; no indication of new sales beyond required withholding.

The transactions represent withholding of vested restricted stock units to satisfy tax obligations, not open-market sales intended to liquidate holdings. The share amounts are modest (522, 291, 253, 292) and executed at $66 per share, consistent across line items. The reporting shows current beneficial ownership levels that include unvested RSUs and exclude unvested performance-based RSUs pending achievement of metrics. From an investor perspective this is standard compensation-related activity with limited immediate impact on float or valuation.

Corporate Governance Expert

TL;DR: Compensation-related withholdings properly reported; disclosure aligns with Section 16 reporting requirements.

The Form 4 documents tax-withholding dispositions tied to RSU vesting dates spanning awards from 2022, 2023, 2024, and 2025 as explained in the filing. The signature by an attorney-in-fact is present and the form identifies the filer relationship as an officer. There is no indication of amendments or coordinated sales beyond withholding. This filing meets routine governance transparency expectations for executive equity compensation activity.

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^*

Venkataramani Jayaraman

(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)
	EVP Strat, Prdts & Transf

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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	08/15/2025		F		522(1)	D	$66	66,950(2)	D
Common Stock	08/15/2025		F		291(3)	D	$66	66,659(2)	D
Common Stock	08/15/2025		F		253(4)	D	$66	66,406(2)	D
Common Stock	08/15/2025		F		292(5)	D	$66	66,114(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 July 15, 2022.

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, 2023.

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 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.

Remarks:

	/s/ Sheryl Southwick, Attorney-in-fact	08/19/2025
	** 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 transactions did TNET insider Venkataramani Jayaraman report on the Form 4?

The Form 4 reports four dispositions on 08/15/2025 of 522, 291, 253, and 292 shares withheld to satisfy tax obligations from RSU vesting.

Were these sales open-market transactions or tax withholdings?

These were tax-withholding dispositions arising from the vesting of restricted stock units, not discretionary open-market sales.

What price per share is reported for the transactions?

Each disposition is reported with a price of $66 per share.

How many shares does the reporting person beneficially own after the transactions?

The filing lists beneficial ownership totals in the range of 66,114 to 66,950 shares, noting inclusion of unvested RSUs and exclusion of unvested performance-based RSUs.

Does the filing indicate any performance-based RSUs were included in the ownership counts?

No; the filing explicitly states that unvested performance-based RSUs are excluded and will be reported if and when earned upon achievement of performance criteria.