TriNet (TNET) Form 4: RSU Tax Withholding Reduces Reported Holdings

Rhea-AI Filing Summary

Treadway Anthony Shea, SVP and Chief Revenue Officer of TriNet Group, reported two stock withholding transactions tied to restricted stock unit vesting on 08/15/2025. A total of 1,739 shares were withheld to satisfy tax obligations: 1,504 shares from the RSU grant on 08/15/2024 and 235 shares from the RSU grant on 03/21/2025, each at a reported price of $66 per share. After these withholdings, the reported beneficial ownership totals were 32,255 and 32,020 shares on the respective reporting lines. The filing states the totals include unvested restricted stock units and explicitly excludes unvested performance-based RSUs, which will be reported if and when earned.

Positive

• Disclosure compliance with Section 16 is timely and clear, specifying withholding amounts and treatment of performance-based RSUs
• Continued alignment of executive compensation with equity incentives shown by substantial unvested RSU holdings

Negative

• None.

Insights

Corporate Governance Expert

TL;DR Routine tax-withholding on RSU vesting reduced reported share counts; disclosure aligns with Section 16 reporting requirements.

The Form 4 shows standard withholding of 1,504 and 235 shares tied to two RSU vesting events, both reported with a transaction price of $66. Reporting clarifies that total beneficial ownership includes unvested RSUs and excludes performance-based awards until earned, which is important for accurately tracking long-term incentive exposure and potential future dilution. No indication of open-market sales or other transfers is present.

Compensation / Securities Analyst

TL;DR This filing documents tax-withholding from RSU vesting, not discretionary share sales, so near-term liquidity impact is minimal for the issuer.

Withholdings of 1,739 shares total were used to satisfy taxes on vested RSUs, each line reported as Transaction Code F, consistent with net share settlement. The filing explicitly excludes performance-based RSUs from the ownership total, meaning additional shares could be reported later if performance conditions are met. The disclosure is informational and does not reflect a change in executive role or material corporate action.

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^*

Treadway Anthony Shea

(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, Chief Revenue 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		1,504(1)	D	$66	32,255(2)	D
Common Stock	08/15/2025		F		235(3)	D	$66	32,020(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 August 15, 2024.

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 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 did TNET insider Anthony Shea report on Form 4?

The report shows net share withholdings of 1,504 and 235 shares due to RSU vesting on 08/15/2025, each recorded at $66 per share.

How many total shares were withheld for taxes in the filing?

A total of 1,739 shares were withheld to satisfy tax withholding obligations arising from RSU vesting.

How many shares does Anthony Shea beneficially own after these transactions?

The filing shows beneficial ownership totals of 32,255 and 32,020 on the respective reporting lines after the withholdings.

Do the reported holdings include performance-based restricted stock units?

No. The filing explicitly states it excludes unvested performance-based RSUs, which will be reported if and when earned.

What transaction code is used and what does it indicate?

Transaction Code F is used for both lines, indicating shares were withheld to satisfy tax withholding obligations on vesting awards.