Trinity Capital Insider Transaction: Stanton Withholds Shares Upon Vesting

Rhea-AI Filing Summary

Sarah Stanton, GC/CCO/Secretary of Trinity Capital Inc. (TRIN) reported a transaction on Form 4 showing that 2,537 shares of Common Stock were disposed on 09/15/2025 at a price of $16.02 per share. The filing explains the shares were withheld to satisfy tax obligations upon vesting of restricted shares and the transaction is exempt from Section 16(b) under Rule 16b-3. After the disposition, Stanton beneficially owns 140,806 shares of Trinity Capital Common Stock. The Form 4 was signed on 09/18/2025 by the reporting person.

Insights

Securities Analyst

TL;DR: Routine tax-withholding on vested restricted shares; small, non-dispositive sale with exempt status under Rule 16b-3.

The reported disposal of 2,537 shares at $16.02 appears to be a standard withholding to cover tax liabilities arising from vesting, not an open-market trading decision. The transaction is marked as exempt under Rule 16b-3, which typically applies to compensatory equity transactions for officers. With 140,806 shares still beneficially owned post-transaction, the reporting person retains a meaningful stake, and there is no indication of unusual trading intent or material change in ownership percentages from this single event.

Corporate Governance Expert

TL;DR: Compliance filing documents expected withholding; disclosure aligns with standard insider reporting and Rule 16 requirements.

This Form 4 discloses an internal-corporate action (tax withholding on vesting) rather than a voluntary sale. The signature and explanatory footnote provide appropriate context for the exemption claim. From a governance perspective, the filing meets Section 16(a) reporting duties and clarifies the nature of the transaction, supporting transparency around officer equity compensation events.

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).

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)
09/15/2025

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	09/15/2025		F(1)		2,537	D	$16.02	140,806	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, 2025. Transaction exempt from Section 16(b) pursuant to Rule 16b-3.

	/s/ Sarah Stanton	09/18/2025
	** 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.
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FAQ

What did Sarah Stanton (TRIN) report on Form 4?

The filing shows a disposition of 2,537 common shares on 09/15/2025 at $16.02 per share, with 140,806 shares beneficially owned afterward.

Why were the 2,537 shares disposed according to the Form 4?

The explanation states the shares were withheld to satisfy tax obligations related to the vesting of restricted shares.

Is this transaction considered an open-market sale?

No; the Form 4 indicates the disposition was for tax withholding on vested restricted shares and is exempt under Rule 16b-3.

How much was the reported transaction worth per share?

The transaction price reported was $16.02 per share.

When was the Form 4 signed by the reporting person?

The Form 4 bears the reporting person's signature dated 09/18/2025.