Trinity Capital Inc. (TRIN) CFO reports Form 4 tax withholding of shares

Rhea-AI Filing Summary

Trinity Capital Inc.'s Chief Financial Officer and Treasurer reported a routine equity transaction involving company stock. On December 15, 2025, 1,486 shares of common stock were withheld at a price of $15.12 per share to cover the reporting person's tax obligations tied to the vesting of restricted shares. After this tax withholding, the officer beneficially owned 96,554 shares of Trinity Capital common stock held directly. The filing notes that this transaction is exempt from short-swing profit rules under Rule 16b-3, underscoring that it stems from equity compensation rather than an open-market trade.

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

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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^*

Testa Michael

(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)
	CFO and Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

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	12/15/2025		F(1)		1,486(1)	D	$15.12	96,554	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 December 15, 2025. Transaction exempt from Section 16(b) pursuant to Rule 16b-3.

	/s/ Michael Testa	12/17/2025
	** 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.

FAQ

What insider transaction did Trinity Capital Inc. (TRIN) disclose in this Form 4?

The filing shows the CFO and Treasurer had 1,486 shares of Trinity Capital common stock withheld on December 15, 2025 to cover tax obligations related to vesting restricted shares.

At what price were Trinity Capital (TRIN) shares withheld for the CFO's tax obligations?

The shares were withheld at a price of $15.12 per share in connection with the vesting of restricted stock.

How many Trinity Capital (TRIN) shares does the reporting person own after this transaction?

Following the reported transaction, the CFO and Treasurer beneficially owned 96,554 shares of Trinity Capital common stock, held directly.

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

No. The filing explains that the 1,486 shares were withheld to satisfy tax obligations upon vesting of restricted shares, rather than being bought or sold on the open market.

Is the Trinity Capital (TRIN) insider transaction exempt from Section 16(b)?

Yes. The transaction is described as exempt from Section 16(b) under Rule 16b-3, which generally covers equity compensation-related transactions.

Who is the reporting person in this Trinity Capital Inc. (TRIN) Form 4?

The reporting person is an officer of Trinity Capital Inc., serving as CFO and Treasurer, and files individually as indicated in the form.