Were the TriNet (TNET) insider share disposals open-market sales?

No, the disposals were tax-withholding transactions , not open-market sales. 877 shares were surrendered to satisfy tax obligations arising from vesting restricted stock unit awards, according to the transaction code F and related footnotes.

TriNet (TNET) SVP reports tax share withholding and new stock award

Q: What prices were used in the TriNet (TNET) Form 4 transactions?

The tax-withholding dispositions were reported at $39.64 per share for 877 shares. The share grant or award to Timothy N. Nimmer was reported at $34.44 per share for 405 shares of TriNet common stock.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

TRINET GROUP, INC. senior vice president Timothy N. Nimmer reported routine equity-related transactions in company common stock. On May 15, 2026, a total of 877 shares were disposed of through tax-withholding transactions at $39.64 per share, covering tax obligations from vesting restricted stock unit awards granted on July 15, 2024, March 21, 2025, and March 20, 2026. On the same date, he acquired 405 shares in a grant or award at $34.44 per share. After these transactions, he directly beneficially owned 65,739 shares of TriNet common stock, which includes unvested restricted stock units and excludes performance-based units that will be reported when earned.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Nimmer Timothy N

Role SVP, Insurance Services & Ops

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	405	$34.44	$14K
Tax Withholding	Common Stock	167	$39.64	$7K
Tax Withholding	Common Stock	235	$39.64	$9K
Tax Withholding	Common Stock	475	$39.64	$19K

Holdings After Transaction: Common Stock — 65,739 shares (Direct, null)

Footnotes (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 July 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.

Key Figures

Tax-withheld shares: 877 shares Tax-withholding price: $39.64 per share Awarded shares: 405 shares +3 more

6 metrics

Tax-withheld shares 877 shares Total F-code tax-withholding dispositions on May 15, 2026

Tax-withholding price $39.64 per share Price for F-code tax-withholding dispositions

Awarded shares 405 shares A-code grant or award acquisition on May 15, 2026

Award price $34.44 per share Reported price for grant/award acquisition

Post-transaction holdings 65,739 shares Common stock beneficially owned directly after reported transactions

Tax-withholding transactions 3 entries Code F disposals to satisfy tax obligations

Key Terms

Employee Stock Purchase Plan, restricted stock units, performance-based restricted stock units, tax withholding obligation, +2 more

6 terms

Employee Stock Purchase Plan financial

"These shares were acquired under the TriNet Group, Inc. 2014 Employee Stock Purchase Plan"

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.

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"

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"

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.

Rule 16b-3(c) regulatory

"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.

Form 4 Insider Transactions: What Each Field Means →

05/19/2026 - 06:30 PM

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^*

Nimmer Timothy N

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Insurance Services & Ops

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/15/2026		A	V	405⁽¹⁾	A	$34.44	65,739⁽²⁾	D
Common Stock	05/15/2026		F		167⁽³⁾	D	$39.64	65,572⁽²⁾	D
Common Stock	05/15/2026		F		235⁽⁴⁾	D	$39.64	65,337⁽²⁾	D
Common Stock	05/15/2026		F		475⁽⁵⁾	D	$39.64	64,862⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 July 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/ Melissa Shimizu, Attorney-in-fact	05/19/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did TriNet (TNET) SVP Timothy Nimmer report?

Nimmer reported routine equity transactions on May 15, 2026, involving tax withholding and a share award. 877 shares were withheld for taxes and 405 shares were acquired as a grant, all in TriNet common stock.

How many TriNet (TNET) shares does Timothy Nimmer hold after these Form 4 transactions?

Following the reported transactions, Timothy N. Nimmer directly beneficially owned 65,739 shares of TriNet common stock. This total includes unvested restricted stock units and excludes performance-based restricted stock units that will be reported when earned.

What prices were used in the TriNet (TNET) Form 4 transactions?

The tax-withholding dispositions were reported at $39.64 per share for 877 shares. The share grant or award to Timothy N. Nimmer was reported at $34.44 per share for 405 shares of TriNet common stock.

What do the code F and tax-withholding description mean in the TriNet (TNET) filing?

Transaction code F indicates shares were disposed to pay an exercise price or tax liability. In this case, the filing states shares were withheld to satisfy tax withholding obligations arising from vesting of restricted stock unit awards.

Are performance-based restricted stock units included in Timothy Nimmer’s TriNet (TNET) holdings?

No, the footnotes explain that his total beneficially owned securities exclude unvested performance-based restricted stock units. Those units will be reported only when earned upon achievement of specified performance criteria.