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TriNet (TNET) EVP Jayaraman records RSU tax-withholding stock disposals

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

Rhea-AI Filing Summary

TriNet Group, Inc. executive Venkataramani Jayaraman, EVP Strategy, Products & Transformation, reported four Form 4 transactions involving common stock. These were tax-withholding dispositions tied to the vesting of restricted stock unit awards granted on July 15, 2022, March 15, 2023, March 15, 2024, and March 21, 2025. After these withholding transactions, he directly owned 59,265 shares of common stock, which include unvested restricted stock units but exclude performance-based units that will be reported only if earned.

Positive

  • None.

Negative

  • None.

Insights

Reported share disposals are routine tax-withholding on RSU vesting, not open-market selling.

The Form 4 for TriNet Group, Inc. shows EVP Venkataramani Jayaraman disposing of common shares to satisfy tax obligations from vesting restricted stock units. Code F and the footnotes make clear these are withholdings, not discretionary market sales.

Such transactions are common in equity compensation programs and generally do not signal a change in the insider’s outlook. The filing notes his beneficial ownership still includes unvested RSUs, while performance-based units will be reported only if performance criteria are met.

Insider Venkataramani Jayaraman
Role EVP Strat, Prdts & Transf
Type Security Shares Price Value
Tax Withholding Common Stock 493 $39.82 $20K
Tax Withholding Common Stock 335 $39.82 $13K
Tax Withholding Common Stock 268 $39.82 $11K
Tax Withholding Common Stock 296 $39.82 $12K
Holdings After Transaction: Common Stock — 60,164 shares (Direct)
Footnotes (1)
  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. 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 March 15, 2023. 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. 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.
Form 4 Insider Transactions: What Each Field Means →
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
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*
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)
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 493(1) D $39.82 60,164(2) D
Common Stock 02/15/2026 F 335(3) D $39.82 59,829(2) D
Common Stock 02/15/2026 F 268(4) D $39.82 59,561(2) D
Common Stock 02/15/2026 F 296(5) D $39.82 59,265(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 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).
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did TriNet Group (TNET) executive Venkataramani Jayaraman report on this Form 4?

He reported four dispositions of TriNet common stock to cover tax withholding from vesting restricted stock units. These were coded as tax-withholding transactions, not open-market sales, and reflect routine administration of his equity compensation awards over multiple grant dates.

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

No. All reported TriNet transactions used code F, indicating shares were withheld to satisfy tax obligations on vesting RSUs. Footnotes explain each disposition relates to specific RSU grants, so they are administrative rather than discretionary buying or selling in the open market.

How many TriNet (TNET) shares does Venkataramani Jayaraman own after these transactions?

After the reported tax-withholding dispositions, he directly owns 59,265 shares of TriNet common stock. This total includes unvested restricted stock units but does not include performance-based RSUs, which will only be reported when earned upon meeting performance criteria.

What is the significance of code F in the TriNet (TNET) Form 4 filing?

Code F denotes payment of exercise price or tax liability by delivering securities. In this TriNet filing, it confirms shares were withheld to cover tax withholding on RSU vesting, distinguishing these disposals from typical open-market stock sales or purchases by the executive.

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

The dispositions relate to portions of restricted stock unit awards granted on July 15, 2022, March 15, 2023, March 15, 2024, and March 21, 2025. As those RSUs vested, shares were withheld to satisfy associated tax obligations rather than sold in the open market.

Does the TriNet (TNET) Form 4 include performance-based restricted stock units?

The filing states that the total beneficially owned securities include unvested RSUs but exclude unvested performance-based RSUs. Those performance-based units will be reported in future only if they are earned upon achieving the specified performance criteria, per the footnote disclosure.