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TNET CFO Form 4: ESPP purchase and RSU tax share withholdings

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

Rhea-AI Filing Summary

TriNet Group, Inc. (TNET) reported insider equity activity by its EVP & Chief Financial Officer on a Form 4. On 11/14/2025, the officer acquired 109 shares of common stock at $47.35 through the 2014 Employee Stock Purchase Plan, in a transaction exempt under Rule 16b-3. On 11/15/2025, a series of transactions labeled code "F" reflect shares of common stock (429, 458, 316 and 435 shares) withheld at $55.70 per share to cover tax obligations arising from vesting of restricted stock unit awards granted in 2022, 2023, 2024 and 2025. Following these transactions, the officer beneficially owns 84,500 shares, which include unvested restricted stock units and exclude performance-based units that will be reported when earned.

Positive

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Insider TUMINELLI KELLY L
Role EVP & CHIEF FINANCIAL OFFICER
Type Security Shares Price Value
Tax Withholding Common Stock 429 $55.70 $24K
Tax Withholding Common Stock 458 $55.70 $26K
Tax Withholding Common Stock 316 $55.70 $18K
Tax Withholding Common Stock 435 $55.70 $24K
Grant/Award Common Stock 109 $47.35 $5K
Holdings After Transaction: Common Stock — 85,709 shares (Direct)
Footnotes (1)
  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 March 23, 2022. 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*
TUMINELLI KELLY L
(Last) (First) (Middle)
TRINET GROUP, INC.
ONE PARK PLACE STE 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 & CHIEF FINANCIAL OFFICER
3. Date of Earliest Transaction (Month/Day/Year)
11/15/2025
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 11/14/2025 A V 109(1) A $47.35 86,138(2) D
Common Stock 11/15/2025 F 429(3) D $55.7 85,709(2) D
Common Stock 11/15/2025 F 458(4) D $55.7 85,251(2) D
Common Stock 11/15/2025 F 316(5) D $55.7 84,935(2) D
Common Stock 11/15/2025 F 435(6) D $55.7 84,500(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. 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 March 23, 2022.
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, 2023.
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 15, 2024.
6. 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 11/18/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did TNET report for its CFO?

The EVP & Chief Financial Officer of TriNet Group, Inc. (TNET) reported acquiring 109 shares of common stock on 11/14/2025 through the 2014 Employee Stock Purchase Plan.

At what price did the TNET CFO acquire shares under the employee stock purchase plan?

The CFO acquired 109 shares of TriNet common stock at a price of $47.35 per share under the 2014 Employee Stock Purchase Plan.

Why were additional TNET shares disposed of in the Form 4 filing?

On 11/15/2025, 429, 458, 316 and 435 shares of TriNet common stock were withheld at $55.70 per share to satisfy tax withholding obligations triggered by the vesting of restricted stock unit awards granted in 2022, 2023, 2024 and 2025.

How many TNET shares does the CFO beneficially own after these transactions?

After the reported transactions, the CFO beneficially owns 84,500 shares of TriNet common stock, including unvested restricted stock units and excluding performance-based restricted stock units that will be reported when earned.

What equity plans are referenced in the TNET Form 4 filing?

The filing references the TriNet Group, Inc. 2014 Employee Stock Purchase Plan for the 109-share acquisition and multiple restricted stock unit awards granted on March 23, 2022, March 15, 2023, March 15, 2024, and March 21, 2025 whose vesting led to tax-related share withholdings.

Do the reported TNET holdings include all types of restricted stock units?

No. The total beneficially owned amount includes unvested restricted stock units but excludes unvested performance-based restricted stock units, which will be reported when earned upon achieving specified performance criteria.