TNET Form 4: CFO's RSU shares withheld for taxes following vesting

Rhea-AI Filing Summary

Kelly L. Tuminelli, EVP & Chief Financial Officer of Trinet Group, Inc. (TNET), reported multiple disposals on 08/15/2025 related to tax withholdings for restricted stock unit vestings. The Form 4 shows four separate transactions (codes F 303, F 364, F 223, F 307) disposing shares at a reported price of $66 each.

Each disposition represents shares withheld to satisfy tax obligations from RSU awards granted on March 23, 2022; March 15, 2023; March 15, 2024; and March 21, 2025. The filing lists beneficial ownership totals after the transactions (for example, 86,923, 86,559, 86,336, 86,029) and notes the total includes unvested RSUs but excludes unvested performance-based RSUs. The form is signed by an attorney-in-fact on 08/19/2025.

Insights

Financial Analyst

TL;DR: Routine tax-withholding dispositions from RSU vesting by the CFO; no open-market selling or purchases reported.

The reported transactions are coded as dispositions tied to satisfaction of tax withholding obligations, with all trades at the disclosed price of $66. The changes reduce the reporting person's direct share count and reflect standard payroll tax mechanics following RSU vesting dates in 2022–2025. Beneficial ownership still includes unvested time-based RSUs and excludes performance-based RSUs until earned.

Corporate Governance Expert

TL;DR: Administrative withholding transactions; governance implications are minimal and procedural.

These filings document internal administrative actions to satisfy tax obligations arising from equity compensation. There is no indication of additional negotiated sales, option exercises, or changes to beneficial ownership structure beyond the withheld shares. Disclosure appears complete with explanations for each grant year and appropriate signature by an attorney-in-fact.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider TUMINELLI KELLY L

Role EVP & CHIEF FINANCIAL OFFICER

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	303	$66.00	$20K
Tax Withholding	Common Stock	364	$66.00	$24K
Tax Withholding	Common Stock	223	$66.00	$15K
Tax Withholding	Common Stock	307	$66.00	$20K

Holdings After Transaction: Common Stock — 86,923 shares (Direct)

Footnotes (1)

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 23, 2022. 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 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.

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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)
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		303(1)	D	$66	86,923(2)	D
Common Stock	08/15/2025		F		364(3)	D	$66	86,559(2)	D
Common Stock	08/15/2025		F		223(4)	D	$66	86,336(2)	D
Common Stock	08/15/2025		F		307(5)	D	$66	86,029(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 23, 2022.

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, 2023.

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, 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	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 Kelly Tuminelli report on Form 4?

The Form 4 reports dispositions on 08/15/2025 of shares withheld to satisfy tax withholding from RSU vestings, with each transaction reported at $66 per share.

Were these transactions open-market sales or tax withholdings for RSUs?

They were tax withholding dispositions tied to the vesting of restricted stock units granted in 2022, 2023, 2024, and 2025.

How many shares does the report show after the transactions?

The filing lists beneficial ownership figures following transactions such as 86,923, 86,559, 86,336, and 86,029, noting these totals include unvested RSUs.

Do the reported totals include performance-based unvested RSUs?

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

Who signed the Form 4 and when?

The Form 4 was signed by Sheryl Southwick, Attorney-in-fact on 08/19/2025.