Trinity Capital (TRIN) CFO has 2,601 shares withheld for taxes

Rhea-AI Filing Summary

Trinity Capital Inc. reported that CFO and Treasurer Michael Testa had 2,601 shares of Common Stock withheld at $16.89 per share on June 15, 2026 to satisfy tax obligations on vesting of restricted shares. After this tax-withholding disposition, he directly holds 141,165 shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Testa Michael

Role CFO and Treasurer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	2,601	$16.89	$44K

Holdings After Transaction: Common Stock — 141,165 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares withheld for taxes: 2,601 shares Withholding price per share: $16.89 per share Shares held after transaction: 141,165 shares

3 metrics

Shares withheld for taxes 2,601 shares Tax-withholding disposition on June 15, 2026

Withholding price per share $16.89 per share Value used for 2,601 withheld shares

Shares held after transaction 141,165 shares Direct holdings following tax-withholding transaction

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 →

Available on EDGAR 06/17/2026 - 07:00 PM Accepted by SEC EDGAR 06/17/2026 - 07:00 PM Learn about SEC filing dates

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^*

Testa Michael

(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)
	CFO and Treasurer

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)		2,601(1)	D	$16.89	141,165	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 June 15, 2026. Transaction exempt from Section 16(b) pursuant to Rule 16b-3.

	/s/ Michael Testa	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 Michael Testa?

Trinity Capital reported that CFO and Treasurer Michael Testa had 2,601 shares of Common Stock withheld to cover tax obligations tied to vesting of restricted shares on June 15, 2026, rather than executing an open-market sale of those shares.

How many Trinity Capital (TRIN) shares were withheld for Michael Testa’s taxes?

A total of 2,601 Trinity Capital Common Stock shares were withheld at a price of $16.89 per share. This withholding satisfied Michael Testa’s tax obligations arising from the vesting of restricted shares on June 15, 2026, under compensation arrangements.

Does the Trinity Capital (TRIN) Form 4 show an open-market sale by the CFO?

The Form 4 does not show an open-market sale. Instead, it records a tax-withholding disposition, where 2,601 shares were withheld by the company to cover Michael Testa’s tax liability related to vesting restricted shares on June 15, 2026, under Rule 16b-3.

How many Trinity Capital (TRIN) shares does Michael Testa hold after this transaction?

After the tax-withholding transaction, Michael Testa directly holds 141,165 shares of Trinity Capital Common Stock. This figure reflects his position following the 2,601-share withholding for taxes tied to the vesting of restricted shares on June 15, 2026.

What is the regulatory treatment of this Trinity Capital (TRIN) tax-withholding transaction?

The transaction is described as exempt from Section 16(b) short-swing profit rules under SEC Rule 16b-3. It involves shares withheld by the issuer to satisfy the reporting person’s tax obligations arising from vesting of restricted shares on June 15, 2026.