Trinity Capital (NASDAQ: TRIN) GC reports tax withholding and new stock grant

Rhea-AI Filing Summary

Trinity Capital Inc. general counsel Sarah Stanton reported compensation-related stock movements, not open‑market trading. On March 13, 2026, 6,370 shares of Common Stock were withheld at $14.42 per share to satisfy her tax obligations on vesting restricted stock.

That same day she received a grant of 55,478 shares of restricted stock under Trinity Capital’s 2019 Long Term Incentive Plan, with 135,738 shares then held directly. The award vests 25% on March 15, 2027, with the remaining 75% vesting pro rata over the following twelve full calendar quarters, contingent on continued employment.

Stanton also reports 51,639 shares of Common Stock held indirectly through the Heilman Stanton Family Trust, reflecting a transfer from her individually owned shares.

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^*

Stanton Sarah

(Last) (First) (Middle)

C/O TRINITY CAPITAL INC.

1 N. 1ST STREET, SUITE 302

(Street)

PHOENIX AZ 85004

(City) (State) (Zip)

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)
	GC, CCO, and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2026

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	03/13/2026		F(1)		6,370(1)	D	$14.42	80,260(2)	D
Common Stock	03/13/2026		A		55,478(3)	A	(3)	135,738(2)	D
Common Stock								51,639(2)	I	By the Heilman Stanton Family Trust

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 March 13, 2026. Transaction exempt from Section 16(b) pursuant to Rule 16b-3.

2. The reporting person transferred shares directly owned in her individual name to the Heilman Stanton Family Trust.

3. Represents the number of shares of Common Stock issued to the reporting person pursuant to a restricted stock award under the 2019 Trinity Capital Inc. Long Term Incentive Plan (the "LTIP") on March 13, 2026. The award vests 25% on March 15, 2027, with the remaining 75% of such shares vesting pro rata over the twelve full calendar quarters immediately following March 15, 2027, subject to the reporting person's continued employment through the applicable vesting date.

	/s/ Sarah Stanton	03/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Trinity Capital (TRIN) executive Sarah Stanton report?

Sarah Stanton reported tax-related share withholding and a stock grant, not market trades. On March 13, 2026, 6,370 shares were withheld for taxes and 55,478 restricted shares were granted as compensation, increasing her direct and indirect equity stake in Trinity Capital.

How many Trinity Capital (TRIN) shares does Sarah Stanton hold after these transactions?

After the reported transactions, Sarah Stanton holds 135,738 Trinity Capital common shares directly. She also reports 51,639 shares held indirectly through the Heilman Stanton Family Trust, combining to a substantial equity position associated with her role as general counsel and corporate officer.

Was Sarah Stanton’s Form 4 activity in Trinity Capital (TRIN) an open-market sale?

No, the disposition was not an open-market sale. The 6,370 Trinity Capital shares were withheld to cover Stanton’s tax obligations on vesting restricted stock, a routine, non‑market transaction exempt from Section 16(b) under Rule 16b‑3, rather than a discretionary sale of shares.

What are the terms of Sarah Stanton’s new Trinity Capital (TRIN) restricted stock award?

Stanton received 55,478 Trinity Capital restricted shares under the 2019 Long Term Incentive Plan. The award vests 25% on March 15, 2027, with the remaining 75% vesting pro rata over the next twelve full calendar quarters, subject to her continued employment with the company.

How are Trinity Capital (TRIN) shares held through the Heilman Stanton Family Trust treated?

Shares held through the Heilman Stanton Family Trust are reported as indirect ownership. The filing notes Stanton transferred shares she previously held individually into this family trust, and 51,639 Trinity Capital common shares are now shown as indirectly owned through that entity.

What does Rule 16b-3 exemption mean for Sarah Stanton’s Trinity Capital (TRIN) tax withholding?

Rule 16b‑3 exempts certain insider transactions tied to compensation plans from short‑swing profit rules. In Stanton’s case, the 6,370 Trinity Capital shares withheld for taxes on vesting restricted stock are treated as exempt, underscoring this was an administrative tax payment, not speculative trading.