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TriNet insider Form 4 shows ESPP buy and tax-share withholdings

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

Rhea-AI Filing Summary

TriNet Group, Inc. executive reports routine share transactions. An officer of TriNet Group, Inc. (ticker TNET) acquired 68 shares of common stock on 11/14/2025 at $47.35 per share through the company’s 2014 Employee Stock Purchase Plan, in transactions described as exempt under Rule 16b-3(c) and Rule 16b-3(d). On 11/15/2025, a total of 1,687 shares (in blocks of 607, 413, 253 and 414 shares at $55.70 per share) were withheld to cover tax obligations triggered by vesting of restricted stock unit awards granted between 2022 and 2025. After these transactions, the reporting officer beneficially owns 64,495 shares of TriNet common stock, which includes unvested restricted stock units and excludes performance-based restricted stock units that will only be reported when earned.

Positive

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Insider Venkataramani Jayaraman
Role EVP Strat, Prdts & Transf
Type Security Shares Price Value
Tax Withholding Common Stock 607 $55.70 $34K
Tax Withholding Common Stock 413 $55.70 $23K
Tax Withholding Common Stock 253 $55.70 $14K
Tax Withholding Common Stock 414 $55.70 $23K
Grant/Award Common Stock 68 $47.35 $3K
Holdings After Transaction: Common Stock — 65,575 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 July 15, 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*
Venkataramani Jayaraman
(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)
EVP Strat, Prdts & Transf
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 68(1) A $47.35 66,182(2) D
Common Stock 11/15/2025 F 607(3) D $55.7 65,575(2) D
Common Stock 11/15/2025 F 413(4) D $55.7 65,162(2) D
Common Stock 11/15/2025 F 253(5) D $55.7 64,909(2) D
Common Stock 11/15/2025 F 414(6) D $55.7 64,495(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 July 15, 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 transactions did the TriNet Group (TNET) executive report?

The officer reported acquiring 68 shares of TriNet common stock on 11/14/2025 at $47.35 per share through the 2014 Employee Stock Purchase Plan, and the withholding of 1,687 shares on 11/15/2025 at $55.70 per share to satisfy tax obligations from restricted stock unit vesting.

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

Following the reported transactions, the executive beneficially owns 64,495 shares of TriNet Group, Inc. common stock. This total includes shares underlying unvested restricted stock units and excludes unvested performance-based restricted stock units, which will be reported if and when they are earned.

What is the role of the reporting person at TriNet Group (TNET)?

The reporting person is an officer of TriNet Group, Inc. with the title EVP Strat, Prdts & Transf, indicating an executive leadership role related to strategy, products, and transformation.

Why were some TriNet (TNET) shares reported as disposed of on 11/15/2025?

The reported dispositions of 607, 413, 253, and 414 shares of TriNet common stock on 11/15/2025 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 July 15, 2022, March 15, 2023, March 15, 2024, and March 21, 2025.

Were the TriNet (TNET) share purchases subject to any exemptions?

Yes. The 68 shares acquired on 11/14/2025 under the TriNet Group, Inc. 2014 Employee Stock Purchase Plan are described as transactions that were exempt under both Rule 16b-3(c) and Rule 16b-3(d).

Does the Form 4 for TriNet (TNET) report any derivative securities?

The filing includes a section for derivative securities but shows no specific derivative securities acquired, disposed of, or held; the detailed transactions reported relate only to common stock and restricted stock unit-related tax withholdings.