Trinity Capital CFO has 2,601 shares withheld

Rhea-AI Filing Summary

Trinity Capital Inc. (TRIN) reports that CFO and Treasurer Michael Testa had 2,601 shares of common stock withheld on September 15, 2026 to satisfy his tax obligations in connection with the vesting of restricted shares at a reference price of $17.79 per share. After this tax-withholding disposition, he holds 138,564 shares of Trinity Capital common stock directly. The company states the transaction is exempt from Section 16(b) under Rule 16b-3, and no Rule 10b5-1 trading plan is reported.

Insider Trade Summary

Tax Withholding: 2,601 shares

Tax Withholding 1 txn

Insider Testa Michael

Role CFO and Treasurer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1	2,601	$17.79	$46K

Holdings After Transaction: Common Stock — 138,564 shares (Direct)

Footnotes (1)

1. F1. Shares withheld to satisfy the reporting person's tax obligations in connection with vesting of restricted shares on September 15, 2026. Transaction exempt from Section 16(b) pursuant to Rule 16b-3.

Key Figures

Shares withheld for taxes: 2,601 shares Reference price per share: $17.79 per share Post-transaction holdings: 138,564 shares +1 more

4 metrics

Shares withheld for taxes 2,601 shares Common stock withheld on September 15, 2026 to satisfy tax obligations on vesting restricted shares

Reference price per share $17.79 per share Price associated with the 2,601-share tax-withholding disposition

Post-transaction holdings 138,564 shares Common shares of Trinity Capital directly held by CFO Michael Testa after the transaction

Transaction date September 15, 2026 Date of the tax-withholding disposition related to restricted share vesting

Key Terms

restricted shares, Section 16(b), Rule 16b-3, tax obligations

4 terms

restricted shares financial

"in connection with vesting of restricted shares on September 15, 2026"

Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.

Section 16(b) regulatory

"Transaction exempt from Section 16(b) pursuant to Rule 16b-3"

A federal rule that requires company insiders—like officers, directors and large shareholders—to return any profits made from buying and selling the company’s stock within a six-month window. It matters to investors because it discourages short-term trades that could exploit non-public information and helps protect outside shareholders by creating a simple, enforceable way to recover unfair gains, much like a rule stopping someone from flipping a limited-edition item for quick profit after getting early access.

Rule 16b-3 regulatory

"Transaction exempt from Section 16(b) pursuant to Rule 16b-3"

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

tax obligations financial

"Shares withheld to satisfy the reporting person's tax obligations"

FAQ

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

What insider transaction did Trinity Capital (TRIN) disclose for CFO Michael Testa?

Trinity Capital disclosed that CFO and Treasurer Michael Testa had 2,601 shares of common stock withheld on September 15, 2026 to cover tax obligations related to the vesting of restricted shares.

How many Trinity Capital (TRIN) shares were involved in the September 15, 2026 Form 4?

The Form 4 reports a tax-withholding disposition of 2,601 shares of Trinity Capital common stock at a reference price of $17.79 per share in connection with restricted share vesting on September 15, 2026.

How many Trinity Capital (TRIN) shares does the CFO hold after this transaction?

After the reported tax-withholding transaction, CFO Michael Testa directly holds 138,564 shares of Trinity Capital common stock, as stated in the Form 4’s post-transaction holdings figure.

Was the Trinity Capital (TRIN) insider transaction part of a Rule 10b5-1 trading plan?

No. The filing indicates that no Rule 10b5-1 plan is reported for this transaction, and the shares were withheld solely to satisfy tax obligations on vesting restricted shares.

How is the Trinity Capital (TRIN) Form 4 transaction treated under Section 16(b)?

The footnote states the transaction is exempt from Section 16(b) pursuant to Rule 16b-3, because the 2,601 shares were withheld to satisfy the reporting person’s tax obligations related to restricted share vesting.

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

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Available on EDGAR 09/17/2026 - 06:00 PM Accepted by SEC EDGAR 09/17/2026 - 06:00 PM 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^*

Testa Michael

(Last) (First) (Middle)

C/O TRINITY CAPITAL INC.

1 N. 1ST STREET, SUITE 302

(Street)

PHOENIX ARIZONA 85004

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Trinity Capital Inc. [ TRIN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO and Treasurer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2026

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	09/15/2026		F(1)		2,601	D	$17.79	138,564	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. Shares withheld to satisfy the reporting person's tax obligations in connection with vesting of restricted shares on September 15, 2026. Transaction exempt from Section 16(b) pursuant to Rule 16b-3.

	/s/ Michael Testa	09/17/2026
	** 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)