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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 28, 2025
Hercules Capital, Inc.
(Exact name of registrant as specified in its charter)
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| Maryland | | 814-00702 | | 74-3113410 |
(State or other jurisdiction of incorporation) | | (Commission File No.) | | (I.R.S. Employer Identification No.) |
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1 North B Street, Suite 2000 San Mateo, CA | | 94401 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (650) 289-3060
Not Applicable
(Former name or address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.001 per share | | HTGC | | New York Stock Exchange |
| 6.25% Notes due 2033 | | HCXY | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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| Item 2.02 | Results of Operation and Financial Condition |
On October 30, 2025, Hercules Capital, Inc. (the “Company”) issued a press release announcing its earnings for the quarter ended September 30, 2025. The text of the press release is included as an exhibit to this Form 8-K.
The information disclosed under the Item 2.02 including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.
Item 8.01. Other Events
On October 28, 2025, the Company announced that its Board of Directors has declared a third quarter 2025 total cash distribution of $0.47 per share, which will be paid to stockholders on the date set forth below. The text of the press release is included as an exhibit to this Form 8-K.
Distribution Payable in November 2025
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| Ex-Dividend Date | | Record Date | | Payment Date | | Total Distribution Per Share |
| November 12, 2025 | | November 12, 2025 | | November 19, 2025 | | $0.47 |
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| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
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| Number | | Exhibit |
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| 99.1 | | Press Release dated October 30, 2025 |
| 99.2 | | Press Release dated October 28, 2025 |
104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | | HERCULES CAPITAL, INC. |
| October 30, 2025 | | | | |
| | | | By: | | /s/ Kiersten Zaza Botelho |
| | | | | | Kiersten Zaza Botelho |
| | | | | | Secretary |
