TriNet Group (TNET) CTO receives 16,199 performance stock units

Rhea-AI Filing Summary

TriNet Group Chief Technology Officer Jeffery Jon Hayward acquired 16,199 shares of common stock through a performance-based restricted stock unit award. This represents the earned portion of PRSUs granted on March 21, 2025, based on performance for the period ending December 31, 2025.

The PRSUs will vest 50% on December 31, 2026 and 50% on December 31, 2027, subject to continued service and possible accelerated vesting upon certain events. After this award, Hayward beneficially owns 40,977.3487 shares, including unvested restricted stock units but excluding unearned performance-based units.

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^*

Hayward Jeffery Jon

(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)
	Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2026

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	03/03/2026		A		16,199(1)	A	$0	40,977.3487(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 portion of a performance-based restricted stock unit award (the "PRSUs") made on March 21, 2025 that was determined to be earned based on performance for the period ending December 31, 2025. The PRSUs will vest as follows: 50% on December 31, 2026 and 50% on December 31, 2027, subject to continued service through each such date and are subject to accelerated vesting upon certain events. Each PRSU represents a contingent right to receive one share of TNET common stock upon vesting.

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.

Remarks:

	/s/ Sheryl Southwick, Attorney-in-fact	03/05/2026
	** 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.

FAQ

What insider transaction did TriNet Group (TNET) CTO Jeffery Jon Hayward report?

Jeffery Jon Hayward reported acquiring 16,199 TriNet Group common shares via a performance-based restricted stock unit award. The award reflects PRSUs earned for performance through December 31, 2025 and is recorded as a grant or award acquisition rather than an open-market purchase.

How many TriNet Group shares does Jeffery Jon Hayward beneficially own after this Form 4?

After this award, Jeffery Jon Hayward beneficially owns 40,977.3487 TriNet Group shares. This total includes shares underlying unvested restricted stock units and excludes unvested performance-based restricted stock units that will only be reported when actually earned under specified performance criteria.

What are the vesting terms of Jeffery Jon Hayward’s 16,199 TriNet Group PRSUs?

The 16,199 PRSUs vest in two equal installments on December 31, 2026 and December 31, 2027. Vesting is subject to Hayward’s continued service through each date, with potential accelerated vesting upon certain events disclosed in the award terms.

What performance period determined Jeffery Jon Hayward’s earned PRSUs at TriNet Group?

The earned portion of Jeffery Jon Hayward’s PRSUs was based on performance through December 31, 2025. These units come from a performance-based restricted stock unit award originally made on March 21, 2025, which only becomes earned after specified performance criteria are met.

How does this TriNet Group PRSU award convert into common stock for Jeffery Jon Hayward?

Each performance-based restricted stock unit represents a contingent right to receive one share of TriNet common stock upon vesting. As the PRSUs vest on their scheduled dates, they settle into an equivalent number of common shares, assuming all applicable conditions are satisfied.

Do Jeffery Jon Hayward’s reported TriNet holdings include all performance-based units?

No, his reported beneficial ownership excludes unvested performance-based restricted stock units not yet earned. The total includes shares from unvested time-based restricted stock units, while additional performance-based units will be reported only when earned upon achieving the stated performance criteria.