Tax withholding trims TriNet (NYSE: TNET) CFO Mala Murthy share count

Rhea-AI Filing Summary

TriNet Group EVP and CFO Mala Murthy reported a routine tax-related share disposition. On the vesting of a restricted stock unit award granted on March 20, 2026, 1,166 shares of common stock were withheld to satisfy tax obligations.

After this withholding, Murthy beneficially owns 121,622 shares, which include unvested restricted stock units but exclude performance-based units that will be reported only if earned.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Murthy Mala

Role EVP, Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	1,166	$39.64	$46K

Holdings After Transaction: Common Stock — 121,622 shares (Direct, null)

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 March 20, 2026. 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.

Key Figures

Shares withheld for taxes: 1,166 shares Withholding reference price: $39.64 per share Shares owned after transaction: 121,622 shares +1 more

4 metrics

Shares withheld for taxes 1,166 shares Withholding on RSU vesting on May 15, 2026

Withholding reference price $39.64 per share Value used for tax-withholding disposition

Shares owned after transaction 121,622 shares Beneficial ownership after May 15, 2026 withholding

Tax-withholding share count 1,166 shares Total shares classified as tax withholding in summary

Key Terms

restricted stock unit, tax withholding obligation, beneficially owned, performance-based restricted stock units

4 terms

restricted stock unit financial

"vesting of a portion of the restricted stock unit award granted on March 20, 2026"

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.

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.

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.

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^*

Murthy Mala

(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)
	EVP, Chief Financial Officer

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/15/2026		F		1,166(1)	D	$39.64	121,622(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 March 20, 2026.

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.

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)

FAQ

What insider transaction did TriNet (TNET) report for CFO Mala Murthy?

TriNet reported that CFO Mala Murthy had 1,166 common shares withheld to cover taxes on a restricted stock unit vesting. This Form 4 reflects a tax-withholding disposition, not an open-market stock sale or purchase.

How many TriNet (TNET) shares does CFO Mala Murthy hold after the transaction?

After the tax withholding, CFO Mala Murthy beneficially owns 121,622 TriNet common shares. This total includes unvested restricted stock units but excludes performance-based restricted stock units that will only be reported if earned.

Was the May 2026 TriNet (TNET) insider transaction an open-market trade?

No, the May 2026 insider transaction for TriNet’s CFO was not an open-market trade. It reflects 1,166 shares withheld by the company to satisfy tax obligations from restricted stock unit vesting.

What triggered the tax withholding in the TriNet (TNET) Form 4 filing?

The tax withholding was triggered by the vesting of a portion of a restricted stock unit award granted on March 20, 2026. When RSUs vest, companies often withhold shares to pay required payroll taxes.

Do Mala Murthy’s TriNet (TNET) holdings include performance-based RSUs?

Her reported beneficial ownership excludes unvested performance-based restricted stock units. Those performance-based RSUs will be reported only when earned upon achieving specified performance criteria, so they are not counted in the 121,622-share figure.