Tax withholding trims Trinity Capital (NASDAQ: TRIN) GC share holdings

Rhea-AI Filing Summary

Trinity Capital Inc. reported a routine insider share withholding by its General Counsel, Chief Compliance Officer, and Secretary, Sarah Stanton. On June 15, 2026, 3,310 shares of common stock were withheld at $16.89 per share to satisfy her tax obligations related to vesting of restricted shares, a transaction described as exempt from Section 16(b) under Rule 16b-3.

Following this tax-withholding disposition, Stanton directly holds 132,428 shares of Trinity Capital common stock. She also has indirect ownership of 51,639 shares held by the Heilman Stanton Family Trust. No open-market purchases or sales were reported in this filing.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Stanton Sarah

Role GC, CCO, and Secretary

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	3,310	$16.89	$56K
holding	Common stock	--	--	--

Holdings After Transaction: Common Stock — 132,428 shares (Direct, null); Common stock — 51,639 shares (Indirect, By the Heilman Stanton Family Trust)

Footnotes (1)

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Key Figures

Tax-withheld shares: 3,310 shares Withholding price: $16.89 per share Direct holdings after transaction: 132,428 shares +1 more

4 metrics

Tax-withheld shares 3,310 shares Withheld to cover tax obligations on June 15, 2026

Withholding price $16.89 per share Value used for tax-withholding disposition

Direct holdings after transaction 132,428 shares Direct common stock held by Sarah Stanton after withholding

Indirect holdings via trust 51,639 shares Common stock held by the Heilman Stanton Family Trust

Key Terms

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

4 terms

restricted shares financial

"vesting of restricted shares on June 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"

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Form 4 Insider Transactions: What Each Field Means →

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^*

Stanton Sarah

(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)
	GC, CCO, and Secretary

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026

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	06/15/2026		F(1)		3,310(1)	D	$16.89	132,428	D
Common stock								51,639	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 June 15, 2026. Transaction exempt from Section 16(b) pursuant to Rule 16b-3.

	/s/ Sarah Stanton	06/17/2026
	** 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)

FAQ

What insider transaction did Trinity Capital (TRIN) report for Sarah Stanton?

Trinity Capital reported that General Counsel Sarah Stanton had 3,310 common shares withheld to cover taxes tied to restricted share vesting. This was a non-market, tax-withholding disposition classified as exempt from Section 16(b) under Rule 16b-3.

Was the Trinity Capital (TRIN) insider transaction an open-market sale?

No, the filing shows a tax-withholding disposition, not an open-market sale. Shares were withheld by the company to satisfy Sarah Stanton’s tax obligations upon vesting of restricted shares, under Rule 16b-3, rather than sold on the open market.

How many Trinity Capital (TRIN) shares were withheld for Sarah Stanton’s taxes?

The filing states that 3,310 Trinity Capital common shares were withheld at $16.89 per share. These shares covered Sarah Stanton’s tax obligations in connection with the vesting of restricted shares on June 15, 2026, and did not represent a discretionary sale.

How many Trinity Capital (TRIN) shares does Sarah Stanton hold after this filing?

After the tax-withholding transaction, Sarah Stanton directly holds 132,428 Trinity Capital common shares. She also has indirect ownership of 51,639 additional shares through the Heilman Stanton Family Trust, as disclosed in the Form 4 filing.

What does Rule 16b-3 exemption mean in the Trinity Capital (TRIN) Form 4?

The filing notes the transaction is exempt from Section 16(b) under Rule 16b-3, meaning this insider share withholding is treated as a compensatory event. It relates to restricted share vesting and associated taxes, rather than speculative trading activity.