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Trinity Capital chair withholds 14K shares for tax

Trinity Capital Inc. (TRIN) insider Steve Louis Brown, Executive Chairman, reported two Form 4 transactions in Common Stock.

(Moderate)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Trinity Capital Inc. (TRIN) insider Steve Louis Brown, Executive Chairman, reported two Form 4 transactions in Common Stock. On September 14 and 15, 2026, a total of 14,254 shares were withheld to satisfy tax obligations upon vesting of restricted shares, at prices around $17.75–$17.79 per share. These are coded as tax-withholding dispositions exempt under Rule 16b-3 and are not open-market sales. Following these events, Brown is reported to hold 940,745 shares indirectly through The Steven and Patricia Brown Family Trust.

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Insider Brown Steve Louis
Role Executive Chairman
Type Security Shares Price Value
Tax Withholding Common Stock F2 13,591 $17.79 $242K
Tax Withholding Common Stock F1 663 $17.75 $12K
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 347,801 shares (Direct); Common Stock — 940,745 shares (Indirect, By The Steven and Patricia Brown Family Trust, dated March 19, 1998)
Footnotes (2)
  1. F1. Shares withheld to satisfy the reporting person's tax obligations in connection with vesting of restricted shares on September 14, 2026. Transaction exempt from Section 16(b) pursuant to Rule 16b-3.
  2. F2. 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.
Tax-withholding shares on September 14, 2026 663 shares Shares withheld to satisfy tax obligations upon vesting of restricted shares
Tax-withholding price on September 14, 2026 $17.75 per share Value used for shares withheld for tax obligations
Tax-withholding shares on September 15, 2026 13,591 shares Shares withheld to satisfy tax obligations upon vesting of restricted shares
Tax-withholding price on September 15, 2026 $17.79 per share Value used for shares withheld for tax obligations
Total shares used for tax withholding 14,254 shares Combined shares for both September 14 and 15, 2026 transactions
Indirect trust holdings after transactions 940,745 shares Common Stock held by The Steven and Patricia Brown Family Trust
restricted shares financial
"tax obligations in connection with vesting of restricted shares on September 14, 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.
indirect financial
"Indirect ownership by The Steven and Patricia Brown Family Trust"
power of attorney regulatory
"signing on behalf of Mr. S. Brown pursuant to the power of attorney"
A power of attorney is a legal document that allows one person to make decisions and act on behalf of another person, often in financial or legal matters. It’s like giving someone a trusted helper or agent the authority to handle important tasks if you are unable to do so yourself. This matters to investors because it can impact how their assets are managed or transferred if they become unable to oversee their affairs.

FAQ

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

What did TRIN Executive Chairman Steve Louis Brown report on this Form 4?

He reported two transactions where a total of 14,254 Common Stock shares were withheld to cover tax obligations related to vesting restricted shares on September 14 and 15, 2026, rather than sold in the open market.

Were Steve Louis Brown’s TRIN transactions open-market buys or sells?

No. Both transactions are coded as tax-withholding dispositions where shares were delivered or withheld to pay tax liabilities on vesting restricted shares. The filing describes them as exempt from Section 16(b) under Rule 16b-3, not ordinary market trades.

How many Trinity Capital (TRIN) shares were involved in each tax-withholding transaction?

On September 14, 2026, 663 shares were withheld at $17.75 per share. On September 15, 2026, 13,591 shares were withheld at $17.79 per share, for a combined 14,254 shares used to satisfy tax obligations.

How many TRIN shares does Steve Louis Brown hold after these transactions?

A holding entry reports 940,745 Common Stock shares held indirectly through The Steven and Patricia Brown Family Trust, dated March 19, 1998. This figure reflects the trust’s position following the reported transactions.

Were Steve Louis Brown’s TRIN transactions made under a Rule 10b5-1 trading plan?

No. The document-level indicator shows the Rule 10b5-1 checkbox is not marked, and the footnotes describe the events solely as shares withheld to satisfy tax obligations upon restricted share vesting.

What is the nature of Steve Louis Brown’s indirect ownership of TRIN shares?

The filing states that 940,745 shares of Trinity Capital Common Stock are held indirectly by The Steven and Patricia Brown Family Trust, dated March 19, 1998, indicating the trust as the holding vehicle.

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

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
Brown Steve Louis

(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Executive Chairman
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/14/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock09/14/2026F(1)663D$17.75361,392D
Common Stock09/15/2026F(2)13,591D$17.79347,801D
Common Stock940,745IBy The Steven and Patricia Brown Family Trust, dated March 19, 1998
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 14, 2026. Transaction exempt from Section 16(b) pursuant to Rule 16b-3.
2. 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.
Remarks:
Sarah Stanton is signing on behalf of Mr. S. Brown pursuant to the power of attorney dated June 2, 2021, which was previously filed with the Securities and Exchange Commission as an exhibit to the Form 4 Mr. S. Brown filed on June 2, 2021.
/s/ Sarah Stanton, on behalf of Steven L. Brown09/16/2026
** Signature of Reporting PersonDate
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)

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