Majalya Sidney A. 4

What Happened

Sidney A. Majalya, SVP, Chief Legal Officer and Secretary of TriNet Group, acquired 375 shares on May 15, 2026 under the company's Employee Stock Purchase Plan (ESPP) at $34.44 per share for a total of $12,915. On the same date, a total of 1,069 shares were withheld/disposed to satisfy tax withholding obligations arising from the vesting of restricted stock unit (RSU) awards; those withheld shares were recorded at $39.64 per share for aggregate proceeds of $42,375. The acquisition (ESPP purchase) is a purchase; the disposals were tax withholdings (not open-market sales).

Key Details

• Transaction date: May 15, 2026; Form 4 filed May 19, 2026 (timely).
• ESPP purchase: 375 shares @ $34.44 = $12,915 (transaction code A).
• Tax-withheld/disposed shares: 120, 174, 256, and 519 shares @ $39.64 (total 1,069 shares; total value $42,375) (transaction code F).
• Shares owned after transaction: not specified in the excerpt provided; filing notes total beneficial ownership includes unvested RSUs and excludes unvested performance-based RSUs (see footnote F2).
• Notable footnotes:
  • F1: ESPP acquisition exempt under Rule 16b-3(c) and (d).
  • F3–F6: Withheld shares correspond to tax withholding for vesting of RSU awards granted on 5/15/2024, 10/15/2024, 3/21/2025 and 3/20/2026.
• These disposals represent tax withholding to satisfy payroll/tax obligations on RSU vesting, not discretionary open-market sales.

Context

• Tax-withholding dispositions are routine and used to cover tax liabilities when RSUs vest; they do not necessarily indicate a decision to sell remaining holdings.
• The ESPP purchase is a straightforward employee purchase (often viewed as a modest insider buy), but the amount here is relatively small.
• No option exercises or 10% owner transfers were reported; this filing combines an ESPP purchase with routine tax withholding from vested RSUs.