[8-K] Hercules Capital, Inc. Reports Material Event

Rhea-AI Filing Summary

Air Industries Group (AIRI) filed a Form S-8 on 31 Jul 2025 to register 300,000 additional shares of common stock for issuance under its 2022 Equity Incentive Plan. The amendment, approved at the 2024 annual meeting, raises the plan’s share reserve from 350,000 to 650,000.

The company is classified as a non-accelerated filer and smaller reporting company. The filing automatically incorporates by reference AIRI’s 2024 Form 10-K, Q1-25 Form 10-Q, numerous 2025 Form 8-Ks, and its 2025 definitive proxy, ensuring that all subsequent Exchange Act filings will also be deemed incorporated until the offering is completed or withdrawn.

Key exhibits include: (1) legal opinion from Ellenoff Grossman & Schole LLP, (2) the amended 2022 Equity Incentive Plan, (3) auditor consent from Marcum LLP, and (4) the Rule 457 filing-fee table. Part II outlines Nevada law–based indemnification provisions for directors and officers and confirms the company carries D&O insurance. Standard undertakings commit AIRI to file post-effective amendments if material changes arise.

Positive

• Strengthened equity reserve ensures AIRI can continue to attract, retain and incentivize employees with stock-based awards approved by shareholders.

Negative

• Share count expansion: registering 300,000 extra shares increases the pool of stock that may eventually be issued.

Insights

Equity Compensation Analyst

TL;DR — Routine S-8 adds 300k shares to equity plan; neutral impact, minor future dilution.

The registration simply implements a shareholder-approved expansion of the 2022 Equity Incentive Plan, bringing the pool to 650k shares. No new financial results or strategic transactions are disclosed, and the plan structure remains unchanged aside from share count. Such filings are common housekeeping to keep option and RSU programs adequately funded. While the additional shares could incrementally expand the share base when issued, the amount is small relative to typical daily volume and requires separate board/comp-committee grant approvals, limiting immediate market impact.

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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): July 29, 2025

Hercules Capital, Inc.

(Exact name of registrant as specified in its charter)

Maryland

814-00702

74-3113410

(State or other jurisdiction of incorporation)

(Commission File No.)

(I.R.S. Employer Identification No.)

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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ 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:

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.   ☐

Item 2.02 Results of Operation and Financial Condition

On July 31, 2025, Hercules Capital, Inc. (the “Company”) issued a press release announcing its earnings for the quarter ended June 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 July 29, 2025, the Company announced that its Board of Directors has declared a second 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 August 2025

Ex-Dividend Date

Record Date

Payment Date

Total Distribution Per Share

August 12, 2025

August 12, 2025

August 19, 2025

$0.47

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Number						Exhibit
99.1						Press Release dated July 31, 2025
99.2						Press Release dated July 29, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

HERCULES CAPITAL, INC.

July 31, 2025

By:

/s/ Kiersten Zaza Botelho

Kiersten Zaza Botelho

Secretary

FAQ

How many additional AIRI shares are being registered in the 2025 Form S-8?

The filing covers 300,000 additional shares of common stock under the 2022 Equity Incentive Plan.

What is the total number of shares now available under Air Industries Group's 2022 Equity Incentive Plan?

After the amendment, the plan’s reserve rises from 350,000 to 650,000 shares.

When was the amendment to AIRI's equity plan approved by shareholders?

Shareholders approved the amendment at the 2024 annual meeting.

What filer status does Air Industries Group report in this S-8?

AIRI identifies as a non-accelerated filer and smaller reporting company.

Which key documents are incorporated by reference into this registration statement?

AIRI’s 2024 Form 10-K, Q1-25 Form 10-Q, multiple 2025 Form 8-Ks, and the 2025 definitive proxy statement are incorporated.