Hercules Capital (HCXY) raises $300M in 5.350% senior notes due 2029

Rhea-AI Filing Summary

Hercules Capital, Inc. has issued $300,000,000 in aggregate principal amount of its 5.350% Notes due 2029 under a Tenth Supplemental Indenture with U.S. Bank Trust Company, National Association. These unsecured notes pay 5.350% interest semiannually and mature on February 10, 2029, unless earlier redeemed.

The notes rank senior to expressly subordinated debt, equal with other unsubordinated liabilities, and are effectively and structurally subordinated to secured and subsidiary indebtedness. Hercules completed the transaction on February 10, 2026 and expects to use the net proceeds to fund investments, repay outstanding secured indebtedness and for other general corporate purposes.

Insights

Credit and capital structure analyst

Hercules adds $300M in senior unsecured debt maturing 2029.

Hercules Capital completed a $300,000,000 issuance of 5.350% Notes due 2029. The notes are senior unsecured obligations, ranking ahead of expressly subordinated debt and alongside other unsubordinated liabilities, which clarifies their place in the company’s capital structure.

The notes are effectively subordinated to any secured indebtedness and structurally subordinated to all existing and future subsidiary and financing vehicle debt. They can be redeemed at the company’s option at par plus any applicable make-whole premium, which gives the issuer flexibility if conditions change.

Net proceeds are expected to fund investments consistent with stated objectives, repay outstanding secured indebtedness under financing arrangements, and support other general corporate purposes. Semiannual interest at 5.350% starting on August 10, 2026 creates a fixed funding cost through February 10, 2029, with ongoing covenant obligations tied to 1940 Act leverage provisions and reporting.

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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): February 5, 2026

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 1.01. Entry into a Material Definitive Agreement.

Notes Offering

On February 10, 2026, in connection with a previously announced public offering, Hercules Capital, Inc. (the “Company”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), entered into a Tenth Supplemental Indenture (the “Tenth Supplemental Indenture”) to that certain indenture, dated March 6, 2012, between the Company and the Trustee (together with the Tenth Supplemental Indenture, the “Indenture”). The Tenth Supplemental Indenture relates to the Company’s issuance, offer and sale of $300,000,000 in aggregate principal amount of its 5.350% Notes due 2029 (the “Notes”).

The Notes will mature on February 10, 2029, unless previously redeemed or repurchased in accordance with their terms. The interest rate of the Notes is 5.350% per year and will be paid semiannually in arrears on February 10 and August 10 of each year, commencing August 10, 2026. The Notes are the Company’s unsecured obligations that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated, or junior, in right of payment to the Notes. The Notes will not be guaranteed by any of the Company’s current or future subsidiaries. The Notes will rank pari passu, or equally, in right of payment with all of the Company’s existing and future liabilities that are not so subordinated, or junior. The Notes will effectively rank subordinated, or junior, to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness. The Notes will rank structurally subordinated, or junior, to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

The Notes may be redeemed in whole or in part at any time or from time to time at the Company’s option at par, plus a “make whole” premium, if applicable.

The Indenture contains certain covenants, including covenants requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a) of the Investment Company Act of 1940, as amended (the “1940 Act”), or any successor provisions, to comply with Section 18(a)(1)(B) as modified by Section 61(a)(2) of the 1940 Act, or any successor provisions, giving effect in either case to any exemptive relief granted to the Company by the Securities and Exchange Commission (the “SEC”) (even if the Company is no longer subject to the 1940 Act), and to provide certain financial information to the holders of the Notes and the Trustee if the Company should no longer be subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are set forth in the Indenture.

The Notes were offered and sold in an offering registered under the Securities Act of 1933, as amended, pursuant to the Company’s registration statement on Form N-2 (Registration No. 333-283735) previously filed with the SEC on December 11, 2024, and as supplemented by a preliminary prospectus supplement dated February 5, 2026 and a final prospectus supplement dated February 5, 2026, filed with the SEC on February 9, 2026. This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. The transaction closed on February 10, 2026.

The Company expects to use the net proceeds from this offering to fund investments in accordance with its investment objectives, repay outstanding secured indebtedness under its financing arrangements and for other general corporate purposes.

The foregoing descriptions of the Tenth Supplemental Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the Tenth Supplemental Indenture and the form of global note representing the Notes, respectively, each filed or incorporated by reference as exhibits hereto and incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant

The information set forth under Item 1.01 of this Form 8-K is incorporated herein by reference.

Item 8.01 Other Events

On February 5, 2026, the Company entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company and Goldman Sachs & Co. LLC and SMBC Nikko Securities America, Inc., as representatives of the several underwriters named in Schedule A thereto (the “Underwriters”), in connection with the issuance and sale of the Notes (the “Offering”).

The Offering was made pursuant to the Company’s effective shelf registration statement on Form N-2 (Registration No. 333-283735) previously filed with the SEC, as supplemented by a preliminary prospectus supplement dated February 5, 2026, a final prospectus supplement dated February 5, 2026, filed with the SEC on February 9, 2026, and a pricing term sheet dated February 5, 2026.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement filed with this report as Exhibit 1.1 and which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Number		Exhibit
1.1*		Underwriting Agreement, dated February 5, 2026, by and among Hercules Capital, Inc. and Goldman Sachs & Co. LLC and SMBC Nikko Securities America, Inc. as representatives of the several underwriters named on Schedule A.
4.1		Indenture, dated as of March 6, 2012, between the Registrant and U.S. Bank National Association (Incorporated by reference to Exhibit (d)(7) of the Company’s Post-Effective Amendment No. 1 to the Registration Statement on Form N-2, File No. 333-179431, filed on April 17, 2012).
4.2		Tenth Supplemental Indenture, dated as of February 10, 2026, between the Registrant and U.S. Bank Trust Company, National Association.
4.3		Form of 5.350% Note due 2029 (included in Exhibit 4.2 hereto).
5.1		Opinion of Dechert LLP.
23.1		Consent of Dechert LLP (included in Exhibit 5.1 hereto).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon its request.

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.
February 10, 2026				By:		/s/ Seth H. Meyer
						Seth H. Meyer
						Chief Financial Officer

FAQ

What did Hercules Capital (HCXY) issue in this 8-K filing?

Hercules Capital issued $300,000,000 in 5.350% Notes due 2029. These senior unsecured notes were sold in a registered public offering and will pay fixed interest semiannually until their scheduled maturity on February 10, 2029, unless redeemed or repurchased earlier.

What is the interest rate and payment schedule for Hercules Capital’s 5.350% Notes due 2029?

The notes carry a fixed interest rate of 5.350% per year, paid semiannually. Interest payments are scheduled on February 10 and August 10 of each year, beginning August 10, 2026, and continuing until the notes mature or are redeemed or repurchased.

How do Hercules Capital’s new 5.350% Notes rank in the capital structure?

The notes are unsecured obligations ranking senior to expressly subordinated debt and pari passu with other unsubordinated liabilities. They are effectively subordinated to secured indebtedness up to the value of pledged assets and structurally subordinated to all existing and future subsidiary and financing vehicle debt.

What will Hercules Capital use the $300,000,000 note proceeds for?

Hercules Capital expects to use the net proceeds to fund investments consistent with its investment objectives, to repay outstanding secured indebtedness under its financing arrangements, and for other general corporate purposes, providing additional flexibility for portfolio growth and balance sheet management.

When do Hercules Capital’s 5.350% Notes due 2029 mature and when did the transaction close?

The notes are scheduled to mature on February 10, 2029, unless previously redeemed or repurchased under their terms. The transaction closed on February 10, 2026, following pricing and execution of underwriting and supplemental indenture agreements earlier that month.

What key covenants apply to Hercules Capital’s 5.350% Notes due 2029?

The indenture includes covenants requiring compliance with Section 18(a)(1)(A) and 18(a)(1)(B), as modified by Section 61 of the 1940 Act, and to provide certain financial information if SEC reporting under Sections 13 or 15(d) ceases, subject to specified limitations and exceptions.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-1.1 EX-1.1 178.6 KB
• EX-4.2 EX-4.2 102.7 KB
• EX-5.1 EX-5.1 26.5 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 36.4 KB