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

Rhea-AI Filing Summary

Hercules Capital held its 2025 Annual Meeting of Stockholders on June 18, 2025, where shareholders voted on four key proposals. With 175,420,455 shares eligible to vote, the results were:

• Board Elections: Scott Bluestein, Wade Loo, and DeAnne Aguirre were elected as Class III directors until 2028, with Bluestein receiving the strongest support (63.7M votes)
• Executive Compensation: Shareholders approved the named executive officer compensation with 56.1M votes in favor
• Below NAV Share Issuance: The proposal to authorize share sales below NAV was NOT approved, receiving insufficient support with 52.6M votes in favor
• Auditor Appointment: PricewaterhouseCoopers LLP was ratified as independent public accountant for FY2025 with overwhelming support (124.6M votes)

The failed below-NAV authorization proposal represents a significant outcome that could limit the company's capital raising flexibility in the coming year.

Positive

• None.

Negative

• Shareholders rejected the proposal to authorize the Company to sell shares below NAV, limiting financial flexibility for potential capital raising
• Significant opposition to director DeAnne Aguirre with 11.6M votes against (approximately 18% of votes cast excluding broker non-votes)
• Notable dissent on executive compensation with 6.4M votes against (about 10% of votes cast excluding broker non-votes)

Insights

BDC Analyst

Shareholders rejected Hercules Capital's below-NAV share issuance authority, limiting capital raising flexibility while protecting against potential dilution.

The most significant outcome from Hercules Capital's annual meeting was shareholders' rejection of Proposal 3, which would have authorized the company to issue shares below Net Asset Value (NAV). Despite receiving 52.6 million votes in favor versus 11.1 million against, the proposal failed to secure approval from the required majority of non-affiliated shareholders.

This result has mixed implications for HTGC. On one hand, it restricts the company's capital raising flexibility for the next year, as BDCs typically seek this authorization annually to maintain financial agility. Without it, should HTGC's share price fall below NAV, the company would be unable to issue new equity at market prices, potentially limiting growth opportunities.

On the other hand, the restriction protects existing shareholders from potential dilution that could occur from below-NAV issuances. Many BDC investors view this protection favorably, preferring that companies refrain from dilutive capital raises.

The voting results also revealed interesting governance patterns. While all three director nominees were elected, DeAnne Aguirre received substantially more opposition (11.6 million votes against) than the other candidates. The executive compensation proposal passed with approximately 85% support among votes cast, indicating general satisfaction with the compensation structure.

Hercules retains other capital raising options, including issuing shares at or above NAV and utilizing debt markets, but loses some strategic flexibility until the next annual meeting.

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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): June 18, 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 5.07. Submission of Matters to a Vote of Security Holders

On June 18, 2025, Hercules Capital, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). As of April 17, 2025, the record date for the Annual Meeting, 175,420,455 shares of the Company’s common stock were outstanding and entitled to vote.

The following matters were submitted at the Annual Meeting to the stockholders for consideration:

Proposal 1.		Election of three directors
Proposal 2.		Advisory vote to approve the Company’s named executive officer compensation
Proposal 3.		Authorization of the Company to sell or issue shares of its common stock at a price below its then-current net asset value (“NAV”) per share, subject to the conditions set forth in Proposal 3
Proposal 4.		Ratification of the selection of PricewaterhouseCoopers LLP (“PwC”) as the independent public accountant for the fiscal year ending December 31, 2025

At the Annual Meeting, stockholders (i) elected each of Scott Bluestein, Wade Loo and DeAnne Aguirre to serve as a Class III director until 2028, or until his or her successor is elected and qualified, (ii) on an advisory basis, approved the Company’s named executive officer compensation, (iii) did not authorize the Company to sell or issue shares of its common stock at a price below its then-current NAV per share, subject to the conditions set forth in Proposal 3, and (iv) ratified the selection of PwC to serve as the Company’s independent public accountant for the year ending December 31, 2025. Detailed results are below.

				For		Against		Abstain		Broker Non-Votes
Proposal 1		Scott Bluestein		63,732,497		1,111,333		1,305,121		62,194,527
		Wade Loo		61,882,801		2,636,652		1,629,498		62,194,527
		DeAnne Aguirre		53,233,934		11,628,304		1,286,713		62,194,527
				For		Against		Abstain		Broker Non-Votes
Proposal 2				56,068,806		6,417,109		3,663,036		62,194,527
				For		Against		Abstain		Broker Non-Votes
Proposal 3		All stockholders		52,618,130		11,069,871		2,460,950		62,194,527
		All stockholders excluding shares held by affiliates		46,991,610		11,069,871		2,460,950		62,194,527
				For		Against		Abstain		Broker Non-Votes
Proposal 4				124,568,440		1,780,065		1,994,973		—

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				HERCULES CAPITAL, INC.
June 20, 2025						By:		/s/ Kiersten Zaza Botelho
								Kiersten Zaza Botelho Secretary

FAQ

What were the voting results for HTGC's 2025 Annual Meeting?

At HTGC's 2025 Annual Meeting, stockholders elected three Class III directors (Scott Bluestein, Wade Loo, and DeAnne Aguirre), approved executive compensation, rejected the proposal to sell shares below NAV, and ratified PwC as the independent auditor. Scott Bluestein received the highest approval with 63,732,497 votes in favor.

Did HTGC shareholders approve selling stock below NAV in June 2025?

No, HTGC shareholders did not authorize the company to sell shares below NAV. While 52,618,130 shareholders voted in favor, and 46,991,610 non-affiliate shareholders approved, this did not meet the required threshold for approval of Proposal 3.

Who are the newly elected directors of HTGC in 2025?

Three Class III directors were elected to serve until 2028: Scott Bluestein (receiving 63,732,497 votes in favor), Wade Loo (receiving 61,882,801 votes in favor), and DeAnne Aguirre (receiving 53,233,934 votes in favor).

How did HTGC shareholders vote on executive compensation in 2025?

HTGC shareholders approved the advisory vote on executive compensation (Proposal 2) with 56,068,806 votes in favor, 6,417,109 against, and 3,663,036 abstaining. There were 62,194,527 broker non-votes.

Who is HTGC's independent auditor for fiscal year 2025?

PricewaterhouseCoopers LLP (PwC) was ratified as HTGC's independent public accountant for fiscal year 2025, with 124,568,440 votes in favor, 1,780,065 against, and 1,994,973 abstaining.