Michael Testa - 14 Mar 2025 Form 4 Insider Report for Trinity Capital Inc. (TRIN)

Role: CFO and Treasurer
Signature: /s/ Michael Testa
Issuer symbol: TRIN
Transactions as of: 14 Mar 2025
Transactions value $: -$78,691
Form type: 4
Filing time: 18 Mar 2025, 19:48:33 UTC
Previous filing: 26 Dec 2024
Next filing: 17 Jun 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TRIN	Common Stock	Tax liability	-$78,690	-4,971	-4.66%	$15.83	101,617	14 Mar 2025	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	TRIN	Employee Stock Option (right to buy)	Award	$0	+300,000		$0	300,000	14 Mar 2025	Common Stock	300,000	$15.83	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

Explanation of Responses:

Id	Content
F1	Shares withheld to satisfy the reporting person's tax obligations in connection with vesting of restricted shares on March 14, 2025. Transaction exempt from Section 16(b) pursuant to Rule 16b-3.
F2	If at any time on or prior to March 14, 2026 the volume weighted average trading price ("VWAP") per share of Trinity Capital Inc.'s common stock (the "Stock") on any established stock exchange or national market system for ninety (90) consecutive calendar days ending on the last trading day preceding the applicable day is equal to or greater than $23.75, then, provided that Mr. Testa remains in the continuous employment of Trinity Capital Inc. through the applicable vesting date (subject to certain limited exceptions), the stock option will vest as follows: 25% on March 14, 2026 with the remaining 75% vesting pro rata over the twelve full calendar quarters immediately following March 14, 2026. For the avoidance of doubt, both the VWAP condition and the service condition must be satisfied for the stock option to vest in accordance with its terms.

Content

Shares withheld to satisfy the reporting person's tax obligations in connection with vesting of restricted shares on March 14, 2025. Transaction exempt from Section 16(b) pursuant to Rule 16b-3.

If at any time on or prior to March 14, 2026 the volume weighted average trading price ("VWAP") per share of Trinity Capital Inc.'s common stock (the "Stock") on any established stock exchange or national market system for ninety (90) consecutive calendar days ending on the last trading day preceding the applicable day is equal to or greater than $23.75, then, provided that Mr. Testa remains in the continuous employment of Trinity Capital Inc. through the applicable vesting date (subject to certain limited exceptions), the stock option will vest as follows: 25% on March 14, 2026 with the remaining 75% vesting pro rata over the twelve full calendar quarters immediately following March 14, 2026. For the avoidance of doubt, both the VWAP condition and the service condition must be satisfied for the stock option to vest in accordance with its terms.