TriNet exec withholds 1,605 shares for taxes

Rhea-AI Filing Summary

TRINET GROUP, INC. (TNET) reported that executive officer Venkataramani Jayaraman, EVP Strategy, Products & Transformation, had a series of non-market transactions in Common Stock on August 15, 2026. In four code F transactions, a total of 1,605 shares were disposed of at $68.75 per share in connection with tax withholding obligations triggered by the vesting of portions of restricted stock unit awards granted on March 15, 2023, March 15, 2024, March 21, 2025, and March 20, 2026. The beneficially owned total continues to include unvested restricted stock units but excludes performance-based units that will be reported when earned.

Insider Trade Summary

Tax Withholding: 1,605 shares

Tax Withholding 4 txns

Insider Venkataramani Jayaraman

Role EVP Strat, Prdts & Transf

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1, F2	292	$68.75	$20K
Tax Withholding	Common Stock F3, F2	254	$68.75	$17K
Tax Withholding	Common Stock F4, F2	415	$68.75	$29K
Tax Withholding	Common Stock F5, F2	644	$68.75	$44K

Holdings After Transaction: Common Stock — 98,966 shares (Direct)

Footnotes (5)

1. F1. 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.
2. F2. 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. F3. 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
4. F4. 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.
5. F5. 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 20, 2026.

Key Figures

Total shares withheld for taxes: 1,605 shares Shares withheld from 2023 RSU grant: 292 shares Shares withheld from 2024 RSU grant: 254 shares +3 more

6 metrics

Total shares withheld for taxes 1,605 shares Aggregate code F tax-withholding dispositions on August 15, 2026

Shares withheld from 2023 RSU grant 292 shares Tax withholding from RSU award granted March 15, 2023

Shares withheld from 2024 RSU grant 254 shares Tax withholding from RSU award granted March 15, 2024

Shares withheld from 2025 RSU grant 415 shares Tax withholding from RSU award granted March 21, 2025

Shares withheld from 2026 RSU grant 644 shares Tax withholding from RSU award granted March 20, 2026

Per-share value used $68.75 per share Valuation applied to all August 15, 2026 tax-withholding transactions

Key Terms

restricted stock unit, performance-based restricted stock units, beneficially owned, tax withholding obligation

4 terms

restricted stock unit financial

"the vesting of a portion of the restricted stock unit award granted on March 15, 2023"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

performance-based restricted stock units financial

"It excludes unvested performance-based restricted stock units which will be reported when earned"

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

beneficially owned financial

"The total securities beneficially owned includes shares of unvested restricted stock units."

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

tax withholding obligation financial

"shares withheld for satisfaction of a tax withholding obligation arising as a result of the vesting"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider activity did TNET executive Venkataramani Jayaraman report on August 15, 2026?

On August 15, 2026, TNET executive Venkataramani Jayaraman reported four code F transactions disposing of 1,605 shares of Common Stock at $68.75 per share to satisfy tax withholding obligations arising from vesting restricted stock units.

Were the August 15, 2026 TNET Form 4 transactions open-market sales?

No. The Form 4 states the code F transactions represent shares withheld for tax withholding obligations tied to vesting RSU awards, rather than open-market stock sales, and are described as payment of tax liability by delivering or withholding securities.

How many TNET shares were withheld from each RSU grant for taxes on August 15, 2026?

Shares withheld for taxes were 292 from the March 15, 2023 grant, 254 from the March 15, 2024 grant, 415 from the March 21, 2025 grant, and 644 from the March 20, 2026 grant, all at $68.75 per share.

What price was used to value the TNET shares withheld for taxes?

Each of the four TNET tax-withholding transactions on August 15, 2026 used a price of $68.75 per share for the Common Stock when determining the number of shares withheld to satisfy the related tax obligations from vesting RSUs.

How does the Form 4 describe Jayaraman’s remaining TNET equity holdings?

The filing explains that total securities beneficially owned include unvested restricted stock units, but specifically exclude unvested performance-based restricted stock units, which will only be reported when earned upon achievement of specified performance criteria.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/18/2026 - 06:20 PM EDT Learn about SEC filing dates

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 CALIFORNIA 94568

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	08/15/2026		F		292(1)	D	$68.75	100,279(2)	D
Common Stock	08/15/2026		F		254(3)	D	$68.75	100,025(2)	D
Common Stock	08/15/2026		F		415(4)	D	$68.75	99,610(2)	D
Common Stock	08/15/2026		F		644(5)	D	$68.75	98,966(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 March 15, 2023.

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, 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 March 21, 2025.

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 20, 2026.

Remarks:

	/s/ Sheryl Southwick, Attorney-in-fact	08/18/2026
	** 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.
* Form 4: SEC 1474 (03-26)