TriNet insider Form 4 shows ESPP buy and RSU tax withholdings

Rhea-AI Filing Summary

TriNet Group, Inc. executive reports routine equity transactions. A senior officer of TriNet Group, Inc. (TNET), serving as SVP, CLO and Secretary, acquired 245 shares of common stock on 11/14/2025 at a price of $47.35 per share under the company’s 2014 Employee Stock Purchase Plan. On 11/15/2025, the officer had 120, 174, and 256 shares withheld at a price of $55.70 per share to cover tax obligations tied to vesting portions of restricted stock unit awards granted on May 15, 2024, October 15, 2024, and March 21, 2025. Following these transactions, the officer beneficially owned 20,628 shares of common stock, which includes unvested restricted stock units and excludes performance-based restricted stock units that will be reported when earned.

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

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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^*

Majalya Sidney A.

(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)
	SVP, CLO and Secretary

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	245(1)	A	$47.35	21,178(2)	D
Common Stock	11/15/2025		F		120(3)	D	$55.7	21,058(2)	D
Common Stock	11/15/2025		F		174(4)	D	$55.7	20,884(2)	D
Common Stock	11/15/2025		F		256(5)	D	$55.7	20,628(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 May 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 October 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	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.

FAQ

What insider transactions did TriNet (TNET) report in this Form 4?

The Form 4 reports that a TriNet Group, Inc. officer acquired 245 shares of common stock on 11/14/2025 at $47.35 per share under the 2014 Employee Stock Purchase Plan and had shares withheld on 11/15/2025 to cover tax obligations from vested restricted stock units.

How many TriNet (TNET) shares does the reporting officer beneficially own after these transactions?

After the reported transactions, the officer beneficially owns 20,628 shares of TriNet Group, Inc. common stock, including unvested restricted stock units and excluding performance-based restricted stock units that will be reported when earned.

What is the officer’s role at TriNet Group, Inc. (TNET)?

The reporting person is an officer of TriNet Group, Inc., serving as SVP, CLO and Secretary.

What do the share withholding transactions on 11/15/2025 represent for TriNet (TNET)?

The transactions coded F on 11/15/2025, involving 120, 174, and 256 shares at $55.70 per share, represent shares withheld to satisfy tax withholding obligations arising from the vesting of portions of restricted stock unit awards granted on May 15, 2024, October 15, 2024, and March 21, 2025.

Under which plan were the newly acquired TriNet (TNET) shares purchased?

The 245 shares acquired on 11/14/2025 were purchased 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).

Are performance-based restricted stock units included in the reported TriNet (TNET) holdings?

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