TRINET (TNET) Insider Withholding: CTO Shares Withheld at $66

Rhea-AI Filing Summary

Insider Form 4 summary for TRINET GROUP, INC. (TNET): The filing reports that Jeffery Jon Hayward, Chief Technology Officer, had portions of restricted stock units withheld to satisfy tax-withholding obligations on multiple vesting dates. On 08/15/2025 four separate withholding transactions are reported at a price of $66 per share, reducing his holdings by 314, 240, 196, and 321 shares respectively. After these transactions his beneficial ownership is reported as 32,618; 32,378; 32,182; and 31,861 shares (each line reflects the ownership after that specific withholding). The form notes unvested restricted stock units are included in totals but excludes unvested performance-based RSUs until earned. The form is signed by an attorney-in-fact on behalf of the reporting person.

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding on RSU vesting reported; procedural disclosure consistent with Section 16 obligations.

The filing documents standard withholding of shares to satisfy tax obligations arising when restricted stock units vested on several prior grant dates. The transactions are reported promptly with specific share counts and a per-share price of $66. The disclosure clarifies that totals include unvested time-based RSUs but exclude performance-based RSUs until earned, which is important for accurately assessing current economic ownership versus potential future dilution. No additional transfers, sales, or derivative exercises are reported.

Securities Analyst

TL;DR: Non-material insider share withholdings; no evidence of disposition beyond tax-related withholding.

The movements shown are all labeled with transaction code F, indicating shares were withheld to cover tax withholding on vested RSUs. Each line shows reductions in beneficial ownership after withholding, with the per-share value noted as $66. Because these are withholding events rather than open-market sales, they typically have limited informational content about insider sentiment. The filing is complete in identifying that performance-based RSUs remain excluded until earned.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Hayward Jeffery Jon

Role Chief Technology Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	314	$66.00	$21K
Tax Withholding	Common Stock	240	$66.00	$16K
Tax Withholding	Common Stock	196	$66.00	$13K
Tax Withholding	Common Stock	321	$66.00	$21K

Holdings After Transaction: Common Stock — 32,618 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.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

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^*

Hayward Jeffery Jon

(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)
	Chief Technology Officer

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		314(1)	D	$66	32,618(2)	D
Common Stock	08/15/2025		F		240(3)	D	$66	32,378(2)	D
Common Stock	08/15/2025		F		196(4)	D	$66	32,182(2)	D
Common Stock	08/15/2025		F		321(5)	D	$66	31,861(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 Jeffery Jon Hayward report on Form 4?

The filing reports four tax-withholding transactions on 08/15/2025 related to RSU vesting, with withheld amounts of 314, 240, 196, and 321 shares.

At what price were the withheld shares reported?

Each withholding transaction is reported at a per-share price of $66.

How many shares does the filing show Mr. Hayward beneficially owns after these transactions?

The reported beneficial ownership figures after the respective transactions are 32,618; 32,378; 32,182; and 31,861 shares.

Do the reported totals include unvested performance-based RSUs?

No. The filing states that unvested performance-based restricted stock units are excluded and will be reported when earned upon achievement of performance criteria.

Who signed the Form 4?

The Form 4 is signed by /s/ Sheryl Southwick, Attorney-in-fact on 08/19/2025.