Trinity Capital (NASDAQ: TRIN) maps high‑yield tech lending and equity bets
Rhea-AI Filing Summary
Trinity Capital’s portfolio schedule highlights a broad mix of debt, equity, and warrant investments across technology‑focused sectors. The positions span secured loans and equipment financings, equity stakes, and warrants in U.S. and international companies in areas such as green technology, space technology, SaaS, healthcare, fintech, and consumer products.
Many debt positions carry high fixed or variable interest rates indexed to Prime, SOFR, or other base rates, often combined with floor rates and end‑of‑term (EOT) fees. Equity and warrant investments range from common stock to multiple preferred series and member interests, with maturities and expirations extending into the early‑to‑mid 2030s, showing a long‑dated, diversified venture‑style portfolio.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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Securities registered pursuant to Section 12(b) of the Act:
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b‑2 of the Exchange Act:
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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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Act). Yes ☐ No
The aggregate market value of the registrant’s common stock ($0.001 par value per share) held by non-affiliates of the registrant as of the last business day of the most recently completed second fiscal quarter was approximately $
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As of February 23, 2026, the registrant had
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive Proxy Statement for its 2026 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission within 120 days following the end of the registrant’s fiscal year, are incorporated by reference into Part III of this annual report on Form 10-K.
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TRINITY CAPITAL INC.
FORM 10‑K
TABLE OF CONTENTS
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PAGE |
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Cautionary Note Regarding Forward-Looking Statements |
4 |
PART I |
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6 |
Item 1 |
Business |
6 |
Item 1A |
Risk Factors |
22 |
Item 1B |
Unresolved Staff Comments |
67 |
Item 1C |
Cybersecurity |
67 |
Item 2 |
Properties |
67 |
Item 3 |
Legal Proceedings |
68 |
Item 4 |
Mine Safety Disclosures |
68 |
PART II |
OTHER INFORMATION |
69 |
Item 5 |
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
69 |
Item 6 |
[Reserved] |
71 |
Item 7 |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
72 |
Item 7A |
Quantitative and Qualitative Disclosures About Market Risk |
88 |
Item 8 |
Financial Statements and Supplementary Data |
89 |
Note 1 |
Organization and Basis of Presentation |
160 |
Note 2 |
Summary of Significant Accounting Policies |
162 |
Note 3 |
Investments |
168 |
Note 4 |
Fair Value of Financial Instruments |
172 |
Note 5 |
Borrowings |
179 |
Note 6 |
Commitments and Contingencies |
190 |
Note 7 |
Stockholder’s Equity |
191 |
Note 8 |
Equity Incentive Plans |
195 |
Note 9 |
Earnings Per Share |
197 |
Note 10 |
Income Taxes |
198 |
Note 11 |
Financial Highlights |
200 |
Note 12 |
Related Party Transactions |
203 |
Note 13 |
Segment Reporting |
206 |
Note 14 |
Recent Accounting Pronouncements |
206 |
Note 15 |
Subsequent Events |
206 |
Item 9 |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
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Item 9A |
Controls and Procedures |
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Item 9B |
Other Information |
208 |
Item 9C |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
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PART III |
210 |
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Item 10 |
Directors, Executive Officers and Corporate Governance |
210 |
Item 11 |
Executive Compensation |
210 |
Item 12 |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
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Item 13 |
Certain Relationships and Related Transactions, and Director Independence |
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Item 14 |
Principal Accountant Fees and Services |
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PART IV |
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Item 15 |
Exhibits and Financial Statement Schedules |
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SIGNATURES |
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Cautionary Note Regarding Forward-Looking Statements
This annual report on Form 10-K contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors, and undue reliance should not be placed thereon. Any statements about our expectations, beliefs, plans, predictions, forecasts, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as “anticipate,” “believes,” “can,” “could,” “may,” “predicts,” “potential,” “should,” “will,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “expects,” “intends” and similar words or phrases. Accordingly, these statements are only predictions and involve estimates, known and unknown risks, assumptions and uncertainties that could cause actual results to differ materially from those expressed in them. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of several factors discussed under Item 1A. “Risk Factors” of Part I of this annual report on Form 10-K, including, but not limited to, the following:
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Additionally, there may be other risks that are otherwise described from time to time in the reports that we file with the U.S. Securities and Exchange Commission (the “SEC”). Any forward-looking statements in this Annual Report on Form 10-K should be considered in light of various important factors, including the risks and uncertainties listed above, as well as others. All forward-looking statements are necessarily only estimates of future results, and there can be no assurance that actual results will not differ materially from expectations, and, therefore, you are cautioned not to place undue reliance on such statements. Any forward-looking statements are qualified in their entirety by reference to the risk factors discussed throughout this annual report on Form 10-K. See “Item 1A. Risk Factors.” Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. Because we are an investment company, the forward-looking statements and projections contained in this annual report on Form 10-K are excluded from the safe harbor protections provided by Section 27A(b)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995).
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PART I
Except where the context suggests otherwise, the terms “we,” “us,” “our,” and “the Company,” refer to Trinity Capital Inc. and its consolidated subsidiaries.
Item 1. Business
Organization
Trinity Capital Inc. (“Trinity Capital”), incorporated in Maryland on August 12, 2019, is an internally managed, closed-end, non-diversified management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). Because we are internally managed, all of our executive officers and employees are employed by Trinity Capital. Therefore, we do not pay any external investment advisory fees, but instead directly incur the operating costs associated with employing investment and portfolio management professionals.
We have elected to be treated, and intend to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax purposes. In order to maintain our treatment as a RIC, we are generally required to distribute at least annually to our stockholders at least the sum of 90% of our investment company taxable income (which generally includes our net ordinary taxable income and realized net short-term capital gains in excess of realized net long-term capital losses) and 90% of our net tax-exempt income (if any). We generally will not be subject to U.S. federal income tax on these distributed amounts but will pay U.S. federal income tax at corporate rates tax on any retained amounts.
TrinCap Funding, LLC (“TCF”), a Delaware limited liability company, was formed on August 5, 2021 as a wholly owned subsidiary of the Company to serve as a bankruptcy-remote entity for purposes of securing lending in conjunction with a credit agreement, as amended, with KeyBank National Association (“KeyBank” and such credit facility, as amended, the “KeyBank Credit Facility”). TCF is included as a consolidated subsidiary of the Company in our consolidated financial statements.
On December 5, 2022, we entered into a joint venture agreement with certain funds and accounts managed by a specialty credit manager to co-manage Senior Credit Corp 2022 LLC, a Delaware limited liability company (the “Senior Credit Corp”). Senior Credit Corp invests in secured loans and equipment financings to growth-stage companies that have been originated by us.
On March 16, 2023, we formed an unconsolidated wholly owned subsidiary, Trinity Capital Adviser LLC, a Delaware limited liability company (“Adviser Sub”). We were granted exemptive relief by the SEC that permits us to organize, acquire, wholly own and operate the Adviser Sub as an investment adviser registered under the Investment Advisers Act of 1940, as amended (the “Adviser Act”). The Adviser Sub may provide investment advisory and related services to one or more investment vehicles (the “Adviser Funds”) with ownership by one or more unrelated third-party investors and receive fee income for such services.
On June 28, 2024, we and a specialty credit manager funded a portion of our respective capital commitments to commence operations of a credit fund, EPT 16 LLC, a Delaware limited liability company. On August 28, 2025, EPT 16 LLC converted into a Delaware statutory trust named Eagle Point Trinity Senior Secured Lending Company (“EPT”) and elected to be regulated as a BDC under the 1940 Act. EPT has acquired and intends to acquire, hold and, as applicable, dispose of investments that have been originated by us.
On September 24, 2025, the Company entered into a joint venture agreement with a specialty credit manager to co-manage Direct Lending 2025 LLC (“Direct Lending”), a Delaware limited liability company. Direct Lending has acquired loans originated by the Company and intends to acquire, hold and, as applicable, dispose of investments as a co-investment alongside us.
TrinCap Term Funding, LLC (“TF3”), a Delaware limited liability company, was formed on November 5, 2025 as a wholly owned subsidiary of the Company and entered into a credit agreement with KeyBank (such credit facility, the “KeyBank Secured Term Loan Facility”). TF3 is included as a consolidated subsidiary of the Company in our consolidated financial statements.
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Overview
We are a specialty lending company that provides debt, including loans, equipment financings and asset-based lending, to growth-oriented companies, including institutional investor-backed companies. Our investment objective is to generate current income and, to a lesser extent, capital appreciation through our investments across five distinct vertical markets. We seek to achieve our investment objective by making investments consisting primarily of term loans, equipment financings and asset-based lending and, to a lesser extent, working capital loans, equity and equity-related investments. Our equipment financings involve loans for general or specific use, including acquiring equipment, that are secured by the equipment or other assets of the portfolio company. In addition, we may obtain warrants or contingent exit fees at funding from many of our portfolio companies, providing an additional potential source of investment returns. The warrants entitle us to purchase preferred or common ownership shares of a portfolio company, and we typically target the amount of such warrants to scale in proportion to the amount of the debt or equipment financing. Contingent exit fees are cash fees payable upon the consummation of certain trigger events, such as a successful change of control or initial public offering of the portfolio company. In addition, we may obtain rights to purchase additional shares of our portfolio companies in subsequent equity financing rounds.
We target investments in growth-oriented companies with institutional investor support, experienced management teams, promising products and offerings, and large expanding markets. We define “growth-oriented companies” as companies that have significant ownership and active participation by sponsors and expected annual revenues of up to $100 million. These companies typically are private companies that have begun to have success selling their products to the market and need additional capital to expand their operations and sales. Despite often achieving growing revenues, these types of companies typically have limited financing options to fund their growth. Equity, being dilutive in nature, is generally the most expensive form of capital available, while traditional bank financing is rarely available, given the lifecycle stage of these companies. Financing from us bridges this financing gap, providing companies with growth capital, which may result in improved profitability, less dilution for all equity investors, and increased enterprise value. Subject to the requirements of the 1940 Act, we are not limited to investing in any particular industry or geographic area and seek to invest in under-financed segments of the private credit markets.
Our loans generally may have initial interest-only periods of up to 36 months, and our equipment financings generally begin amortizing immediately. Our loans and equipment financings generally have a total term of up to 60 months. These investments are typically secured by a blanket first position lien, a specific asset lien on mission-critical assets and/or a blanket second position lien. We may also make a limited number of direct equity and equity-related investments in conjunction with our debt investments. We target growth-oriented companies that have recently issued equity to raise cash to offset potential cash flow needs related to projected growth, have achieved positive cash flow to cover debt service, or have institutional investors committed to providing additional funding. A loan or equipment financing may be structured to tie the amortization of the loan or equipment financing to the portfolio company’s projected cash balances while cash is still available for operations. As such, the loan or equipment financing may have a reduced risk of default. We believe that the amortizing nature of our investments significantly reduces the risk of our investments over a relatively short period. We focus on protecting and recovering principal in each investment and structure our investments to provide downside protection.
Our loans and equipment financings generally range from $5 million to $50 million, and we generally limit each loan or equipment financing to approximately five percent or less of our total assets. We believe investments of this scale are generally sufficient to support near-term growth needs of most growth-oriented companies.
The following illustrates the lifecycle stage at which we seek to invest in our portfolio companies, although we may, at our discretion, invest in other lifecycle stages.
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Human Capital Resources and Management Team
We are an internally managed BDC employing 106 dedicated professionals as of December 31, 2025, including 66 investment, origination and portfolio management professionals, all of whom have experience working on investment and financing transactions for growth- and early-stage companies. All of our employees are located in the United States.
Our management team has prior management experience, including with early-stage tech startups, and employs a highly systematized investment approach. Our senior management team, led by Kyle Brown, comprises the majority of the senior management team that managed the legacy funds we acquired in connection with our launch as a BDC (the “Legacy Funds”) and sourced the investment portfolios of the Legacy Funds (the “Legacy Portfolio”), and we believe is well positioned to take advantage of potential investment opportunities available in the marketplace.
All investment decisions are made by our investment committee (the “Investment Committee”), whose members consist of Steven L. Brown, Gerald Harder, Kyle Brown, Ron Kundich and a vertical market leader (on a rotating basis throughout the year). We consider these individuals to be our portfolio managers. The Investment Committee approves proposed investments by majority consent in accordance with investment guidelines and procedures established by the Investment Committee.
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Our employees drive the success of our business and investment strategy, including achieving our investment objective. We offer competitive compensation, benefits and training programs to develop our employees’ skills and expertise. We are committed to providing a safe, harassment-free work environment guided by principles of fair and equal treatment and focused on employee engagement.
Potential Competitive Advantages
We believe that we are one of only a select group of specialty lenders that has our depth of knowledge, experience, and track record in lending to growth-oriented companies. Further, we are one of an even smaller subset of specialty lenders that offers both loans and equipment financings. Our other potential competitive advantages include:
· In-house engineering and operations expertise to evaluate growth-oriented companies’ business products and plans.
We have a history of employing technology experts, including those with engineering and operations expertise, who have developed proven technology and hold patents in their names, as well as executives and other employees who have experience with the products and business plans of growth-oriented companies. The expertise, knowledge and experience of these individuals allows them to understand and evaluate the business plans, products and financing needs of growth-oriented companies, including the risks related thereto.
· Direct origination networks that benefit from relationships with venture banks, institutional equity investors and entrepreneurs built during the term of operations of the Legacy Funds, which began in 2008.
We seek to be the first contact for venture bankers who focus on growth-oriented companies and who have a portfolio company that would benefit from term debt or equipment financings. We have established relationships with the major technology banks over the last 15 years in every major market across the United States and have established standard intercreditor and subordination agreements, which we believe make working with technology banks seamless in most regions across the United States. These banks often will provide revolving credit facilities to growth-oriented companies and we seek to provide term debt and/or equipment financings to their portfolio companies.
We also focus on sourcing deals from the partners of growth-oriented institutional investors, including growth-oriented venture capital firms and private equity firms. We focus on building relationships with investors who have raised recent funds and have the ability to provide ongoing support to their portfolio companies.
We receive referrals directly to the executive officers of growth-oriented companies from these various stakeholders. Most of these stakeholders have board seats on the portfolio companies referred to us, are intimately involved in the business of such portfolio companies and generally serve as our advocates when term sheets are negotiated. We also receive introductions to companies for potential investment opportunities from executive officers with whom we have had business relationships at former portfolio companies.
· A dedicated staff of professionals covering credit origination and underwriting, as well as portfolio management functions.
We have a broad team of professionals focused on every aspect of the investment lifecycle. We have a credit origination and underwriting team that manages and oversees our investment process from identification of investment opportunity through negotiations of final term sheet and investment in a portfolio company. Our investment management and oversight activities are separate from our origination and underwriting activities. The team members serving our investment management and oversight functions have significant operating experience and are not associated with our origination function to avoid any biased views of performance. This structure helps our originators focus on identifying investment opportunities and building relationships with our portfolio companies.
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· A proprietary credit rating system and regimented process for evaluating and underwriting prospective portfolio companies.
Historically, our management team has received significant prospective investment opportunities. In order to quickly review investment opportunities and evaluate risks, we have developed a detailed and consistent credit rating system. This system allows our analysts to receive a full set of financial statements and projections and quickly fill out a rating sheet for each potential investment, which includes using a series of weighted calculations to provide an initial “pass” or “fail” rating on the potential investment, as well as identifying specific risks for further consideration.
· Scalable software platforms developed during the term of operations of the Legacy Funds, which support our underwriting processes and loan monitoring functions.
We have an internally developed pipeline management tool which gives us a detailed look at our performance in real time. We believe our historical metrics generally predict our quarterly funding needs based upon the number of prospective investment opportunities we have at varying stages of our origination process. We believe this granular look at our underwriting process gives us the ability to increase or decrease marketing efforts in order to manage available capital and achieve our deployment goals.
Market Opportunity
We believe that an attractive market opportunity exists for providing debt and equipment financings to growth-oriented companies for the following reasons:
Growth-Oriented Companies are Underserved by Traditional Lenders.
We believe many viable growth-oriented companies have been unable to obtain sufficient growth financing from traditional lenders, including financial services companies such as commercial banks and finance companies, because traditional lenders have continued to consolidate and have adopted a more risk-averse approach to lending. More importantly, we believe traditional lenders are typically unable to underwrite the risk associated with these companies effectively.
The cash flow characteristics of many growth-oriented companies include significant research and development expenditures and high projected revenue growth, thus often making such companies difficult to evaluate from a credit perspective. In addition, the balance sheets of many of these companies often include a disproportionately large amount of intellectual property assets, which can be difficult to value. Finally, the speed of innovation in technology and rapid shifts in consumer demand and market share add to the difficulty in evaluating these companies.
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Due to the difficulties described above, we believe traditional lenders generally refrain from lending and/or providing equipment financing to growth-oriented companies, instead preferring the risk-reward profile of traditional fixed asset-based lending. We believe traditional lenders generally do not have flexible product offerings that meet the needs of growth-oriented companies. The financing products offered by traditional lenders typically impose restrictive covenants and conditions on borrowers, including limiting cash outflows and requiring a significant depository relationship to facilitate rapid liquidation.
Unfulfilled Demand for Loans and Equipment Financings to Growth-Oriented Companies.
Private capital in the form of loans and equipment financings from specialty finance companies continues to be an important source of funding for growth-oriented companies. We believe that the level of demand for loans and equipment financings is a function of the level of annual venture equity investment activity and can be as much as 20% to 30% of such investment activity. We believe this market is largely served by a handful of venture banks, with whom our products generally do not compete, and a relative few term lenders and lessors.
We believe that demand for loans and equipment financings to growth-oriented companies is currently underserved, given the high level of activity in venture capital equity market for the growth-oriented companies in which we invest. We believe certain venture lending companies have begun to focus on larger investment opportunities, potentially creating additional opportunities for us in the near term. Our senior management team has seen a significant increase in the number of potential investment opportunities over the last 15 years.
Debt Investments with Warrants Complement Equity Financing from Venture Capital and Private Equity Funds.
We believe that growth-oriented companies and their financial sponsors will continue to view debt, including loans and equipment financings, as an attractive source of capital because it augments the capital provided by venture capital and private equity funds. We believe that our debt investments, including loans and equipment financings, will provide access to growth capital that otherwise may only be available through incremental equity investments by new or existing equity investors. As such, we intend to provide portfolio companies and their financial sponsors with an opportunity to diversify their capital sources. Generally, we believe many growth-oriented companies target a portion of their capital to be debt and equipment financing in an attempt to minimize ownership dilution to existing investors and company founders. In addition, because growth-oriented companies generally reach a more mature stage prior to reaching a liquidity event, we believe our investments could provide the capital needed to grow or recapitalize during the extended growth period sometimes required prior to liquidity events.
Investment Philosophy, Strategy and Process
Overview
We lend money in the form of term loans and equipment financings and, to a lesser extent, working capital loans to growth-oriented companies. Investors may receive returns from three sources — the loan’s interest payments or equipment financing payments and the associated contractual fees; the final principal payment; and, contingent upon a successful change of control or IPO, proceeds from the equity positions or contingent exit fees obtained at loan or equipment financing origination.
We primarily seek to invest in loans and equipment financings to growth-oriented companies that have generally completed product development and are in need of capital to fund revenue growth. We believe a lack of profitability often limits these companies’ ability to access traditional bank financing and our in-house engineering and operations experience allows us to better understand this risk and earn what we believe to be higher overall returns and better risk-adjusted returns than those associated with traditional bank loans. Leveraging the experience of our investment professionals, we seek to target companies at their growth-oriented of development and seek to identify financing opportunities ignored by the traditional direct lending community.
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Subject to the requirements under the 1940 Act, which require that we invest at least 70% of our total assets in qualifying assets, we may also engage in other lending activities by investing in assets that are not qualifying assets under the requirements of the 1940 Act, including asset-backed lending, which may constitute up to 30% of our total assets.
We believe good candidates for loans and equipment financings appear in all business sectors. We are not limited to investing in any particular industry or geographic area and seek to invest in under-financed segments of the private credit markets. We believe in diversification and do not intend to specialize in any one sector. Our portfolio companies are selected from a wide range of industries, technologies and geographic regions. Since we focus on investing in portfolio companies alongside venture capital firms and technology banks, we anticipate that most of our opportunities will come from sectors that those sources finance.
Characteristics of Target Portfolio Companies
We seek to invest in a cross-section of growth-oriented companies. In addition to the criteria discussed in this annual report on Form 10-K, we may consider other factors such as portfolio company size, industry, historical revenue growth, management’s revenue growth projections, relevant operating margins, competition, management capabilities and geographic concentration. We will evaluate prospective portfolio companies quantitatively and qualitatively, and determine investments based on the key factors, including the following items:
Investment Structure
We seek to structure portfolio investments to mitigate risk and provide attractive risk-adjusted returns for our investors while meeting portfolio companies financing needs. Typically, our loans, equipment financings and equity and equity-related investments take one of the following forms:
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Concentration Limits; Security
We endeavor to maintain reasonable limits of concentration to specific industries, technologies and geographic regions. By their nature, these limits are subjective and are applied solely at the discretion of management.
In all our loans, we seek to take a security position in all of the assets of the portfolio company, including intellectual property, if available. From time to time, we may agree to take a security position in less than the total amount of assets. In the case of equipment financings, for instance, the security interest may extend only to the asset(s) financed.
In addition, we seek to enter into standard intercreditor agreements with the major technology banks that we anticipate engaging with, making workout situations easier and less contentious. Where and when possible, we will execute deposit account control agreements with our portfolio companies for purposes of ensuring access to our collateral in a default. In all cases, we seek to put in place Uniform Commercial Code filings to perfect our security position, and to update these filings as necessary to reflect changes in our collateral.
Investment Process
Investment Originations; New Deals Referred
We have a multi-channel sourcing strategy focused primarily on growth-oriented venture capital firms, private equity firms, technology banks and, to a lesser extent, brokers who focus on our business. We have established relationships with the major technology banks and have established standard intercreditor and subordination agreements, which make working with technology banks seamless in most regions across United States.
We continue to expand our originations team internally in order to continue to focus on building relationships with individuals at top-tier venture capital firms as well as building out connections to a nationwide network of technology bankers. We have developed proprietary internal systems and technology to give our originations and marketing team real time information about the broader market and our investment pipeline, which we leverage to attempt to become and maintain our relationship as the first call for our referral sources.
Initial Rating
Our initial rating of every opportunity is primarily based on six factors, as well as other items that are deemed to be relevant by the due diligence team:
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Investment opportunities that score an acceptable initial rating are moved on for further consideration.
Preliminary Due Diligence and Executive Summary
The next phase of the due diligence process involves a structured call with the management team of the prospective portfolio company. Following the management call, if the opportunity still appears to be worthy of consideration, an executive summary memorandum is prepared by the due diligence team for consideration and voting by the Investment Committee. The executive summary memorandum is distributed to the Investment Committee, and the deal terms for the investment are defined. If approved by the Investment Committee, we issue a term sheet to the prospective portfolio company.
Confirmatory Due Diligence and On-Site Meeting
If the term sheet offered by us is accepted by the prospective portfolio company, the process of obtaining additional confirmatory due diligence begins. The confirmatory due diligence process typically includes calls with the venture capital partners responsible for the equity financing of the portfolio company, as well as key customers, suppliers, partners, or other stakeholders as may be deemed relevant by the due diligence team. Additional financial analysis is performed, in order to confirm the cash life assumptions that were made prior to term sheet issuance. In the case of an equipment financing, or term loan in which fixed assets make up a significant portion of our collateral, the due diligence team completes an analysis of the equipment or fixed assets being financed, which may include calls to the original manufacturer and/or any dealers, resellers, or refurbishing companies, to evaluate the value of the equipment at inception, as well as the useful life and anticipated value throughout the life of our holding period. Occasionally, we may engage the assistance of an appraiser to assist in valuations.
The final step in the confirmatory diligence process generally involves an on-site meeting, at which members of our due diligence team meet with the management team of the prospective portfolio company for a final review of the portfolio company’s financial performance and forward-looking plans. This meeting is typically held at the business offices of the portfolio company; however, occasionally the meeting will be held via video teleconference if travel to the portfolio company is not practical. One or more members of the Investment Committee will attend the on-site meeting if possible.
Underwriting Report and Investment Committee Vote
Assuming that the confirmatory due diligence process reveals no issues that would cause the due diligence team to recommend against the proposed investment, the due diligence team prepares an Investment Underwriting Report (“IUR”), which is distributed to the Investment Committee. The Investment Committee then meets to discuss and review the deal terms and IUR regarding the proposed investment and a vote takes place. A majority of the Investment Committee is required to approve the transaction.
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Investment Management and Oversight
Our investment management and oversight activities are separate from our origination and underwriting activities. The team members serving our investment management and oversight functions have significant operating experience and are not associated with our origination function to avoid any biased views of performance. Beyond the dedicated portfolio management team, all of our management team members and investment professionals are typically involved at various times with our portfolio companies and investments. Our portfolio management team reviews our portfolio companies’ monthly or quarterly financial statements and compares actual results to the portfolio companies’ projections. Additionally, the portfolio management team may initiate periodic calls with the portfolio company’s venture capital partners and its management team and may obtain observer rights on the portfolio company’s board of directors. Our management team and investment professionals anticipate potential problems by monitoring reporting requirements and having frequent calls with the management teams of our portfolio companies.
Investment Risk Rating System
Our portfolio management team uses an ongoing investment risk rating system to characterize and monitor our outstanding loans and equipment financings. Our portfolio management team monitors and, when appropriate, recommends changes to the investment risk ratings. Our Investment Committee reviews the recommendations and/or changes to the investment risk ratings, which are submitted on a quarterly basis to the Audit Committee (the “Audit Committee”) of our Board of Directors (the “Board”).
From time to time, we will identify investments that require closer monitoring or become workout assets. In such cases, we develop a workout strategy for workout assets and our Investment Committee monitors the progress against the strategy. We may incur losses from our investing activities; however, we work with our troubled portfolio companies in order to recover as much of our investments as is practicable, including possibly taking control of the portfolio company. The risk rating system allows for early detection of issues and escalation to avoid credit losses.
For our investment risk rating system, we review seven different criteria and, based on our review of such criteria, we assign a risk rating on a scale of 1 to 5, as set forth in the following illustration.
As of December 31, 2025, the Company’s debt investment portfolio had a weighted average risk rating score of 2.9.
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Competition
Our prospective markets are highly competitive and are characterized by competitive factors that vary based upon product and geographic region. Competitors vary and may include captive and independent finance companies, other BDCs, equity and debt focused public and private funds, commercial banks and thrift institutions, industrial banks, community banks, leasing companies, hedge funds, insurance companies, mortgage companies, manufacturers and vendors, and other financing providers. There has been substantial competition for attractive investment opportunities in the venture capital business, in particular.
These lenders will typically offer lower finance rates than non-bank finance companies (including us), but will require cash depository relationships, blanket liens and will often have certain performance and cash covenants, all of which make their lending program less flexible and, we believe, less attractive to borrowers. We compete, in part, on the basis of pricing, terms and structure. For additional information concerning the competitive risks we face, refer to “Item 1A. Risk Factors – Risks Relating to Our Business and Structure – We operate in a highly competitive market for investment opportunities, which could reduce returns and result in losses.”
Regulation
Regulation as a Business Development Company
We have elected to be regulated as a BDC under the 1940 Act. The 1940 Act contains prohibitions and restrictions relating to transactions between BDCs and their affiliates, principal underwriters and affiliates of those affiliates or underwriters. The 1940 Act requires a majority of the members of the board of directors of a BDC be persons other than “interested persons,” as that term is defined in the 1940 Act. In addition, the 1940 Act provides that we may not change the nature of our business so as to cease to be, or to withdraw our election as, a BDC unless approved by a majority of our outstanding voting securities.
The 1940 Act defines “a majority of the outstanding voting securities” as the lesser of (i) 67% or more of the voting securities present at a meeting if the holders of more than 50% of our outstanding voting securities are present or represented by proxy or (ii) more than 50% of our outstanding voting securities.
Qualifying Assets. Under the 1940 Act, a BDC may not acquire any asset other than assets of the type listed in Section 55(a) of the 1940 Act, which are referred to as qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the BDC’s total assets. The principal categories of qualifying assets relevant to our business are any of the following:
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In addition, a BDC must be operated for the purpose of making investments in the types of securities described in (1), (2) or (3) above.
Significant Managerial Assistance. A BDC must have been organized and have its principal place of business in the United States and must be operated for the purpose of making investments in the types of securities described above. However, in order to count portfolio securities as qualifying assets for the purpose of the 70% test, the BDC must either control the issuer of the securities or must offer to make available to the issuer of the securities (other than small and solvent companies described above) significant managerial assistance. However, where the BDC purchases such securities in conjunction with one or more other persons acting together, one of the other persons in the group may make available such managerial assistance. Making available significant managerial assistance means, among other things, any arrangement whereby the BDC, through its directors, officers or employees, offers to provide and, if accepted, does so provide, significant guidance and counsel concerning the management, operations or business objectives and policies of a portfolio company through monitoring of portfolio company operations, selective participation in board and management meetings, consulting with and advising a portfolio company’s officers or other organizational or financial guidance. We may, from time to time, receive fees for these services. In the event that such fees are received, we expect that they will be incorporated into our operating income and passed through to our stockholders, given the nature of our structure as an internally managed BDC.
Temporary Investments. Pending investment in other types of qualifying assets, as described above, our investments can consist of cash, cash equivalents, U.S. government securities or high quality debt securities maturing in one year or less from the time of investment, which are referred to herein, collectively, as temporary investments, so that 70% of our assets would be qualifying assets.
Issuance of Derivative Securities. Under the 1940 Act, a BDC is subject to restrictions on the issuance, terms and amount of warrants, options, restricted stock or rights to purchase shares of capital stock that it may have outstanding at any time. In particular, the amount of capital stock that would result from the conversion or exercise of all outstanding warrants, options or rights to purchase capital stock cannot exceed 25% of the BDC’s total outstanding shares of capital stock. This amount is reduced to 20% of the BDC’s total outstanding shares of capital stock if the amount of warrants, options or rights issued pursuant to an executive compensation plan would exceed 15% of the BDC’s total outstanding shares of capital stock. We have received exemptive relief from the SEC to permit us to issue restricted stock and stock options to our employees, officers and directors subject to the above conditions and the conditions of such exemptive relief, among others. See “—SEC Exemptive Application and Relief” below and “Note 8. Equity Incentive Plans” to our consolidated financial statements included with this annual report on Form 10-K for additional information.
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Senior Securities; Coverage Ratio. We are generally permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to our Common Stock if our asset coverage, as defined in the 1940 Act, is at least equal to 150% immediately after each such issuance. In connection with the organization of the Company, the Board and our initial sole stockholder authorized us to adopt the 150% asset coverage ratio. This means we are permitted to borrow $2 for investment purposes for every $1 of investor equity. For a discussion of the risks associated with leverage refer to "Item 1A. Risk Factors — Risks Relating to Our Business and Structure — Regulations governing our operation as a BDC affect our ability to, and the way in which we, raise additional capital.”
Code of Ethics. We have adopted a code of ethics pursuant to Rule 17j-1 under the 1940 Act that establishes procedures for personal investments and restricts certain personal securities transactions. Personnel subject to the code are permitted to invest in securities for their personal investment accounts, including securities that may be purchased or held by us, so long as such investments are made in accordance with the code’s requirements.
Affiliated Transactions. We are prohibited under the 1940 Act from conducting certain transactions with our affiliates without the prior approval of our directors who are not interested persons and, in some cases, the prior approval of the SEC.
Other. We will be periodically examined by the SEC for compliance with the 1940 Act and be subject to the periodic reporting and related requirements of the Exchange Act.
We are also required to provide and maintain a bond issued by a reputable fidelity insurance company to protect against larceny and embezzlement. Furthermore, as a BDC, we are prohibited from protecting any director or officer against any liability to stockholders arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office.
We are also required to designate a chief compliance officer and to adopt and implement written policies and procedures reasonably designed to prevent violation of the federal securities laws and to review these policies and procedures annually for their adequacy and the effectiveness of their implementation.
SEC Exemptive Application and Relief
On May 27, 2021, we received exemptive relief from the SEC that allows us to issue (i) restricted stock and stock options to our employee directors, executive officers and other employees under the 2019 Trinity Capital Inc. Long-Term Incentive Plan and (ii) restricted stock to our non-employee directors under the Trinity Capital Inc. 2019 Non-Employee Director Restricted Stock Plan, subject to the terms and conditions of such exemptive relief and such equity incentive plans. These equity incentive plans were initially approved by our Board on October 17, 2019, and by our stockholders on June 17, 2021 at our 2021 Annual Meeting of Stockholders, and our Board approved amendments to increase the shares available for issuance under each plan on April 23, 2024, and our stockholders approved such amendments on June 12, 2024 at our 2024 Annual Meeting of Stockholders. See “Note 8. Equity Incentive Plans” to our consolidated financial statements included with this annual report on Form 10-K for additional information.
On December 14, 2022, we received exemptive relief from the SEC that allows us to organize, acquire, wholly own and operate the Adviser Sub, as an investment adviser registered under the Advisers Act, pursuant to which the Adviser Sub is permitted to provide investment management and other services to one or more privately-offered pooled investment vehicles, registered management investment companies, BDCs and/or investment accounts, and receive advisory fees for such services.
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On July 8, 2025, the Company and certain of its affiliates were granted an exemptive relief order (the “Order”) from the SEC that permits the Company to enter into certain negotiated co-investment transactions alongside certain of its affiliates in a manner consistent with its investment objective, positions, policies, strategies, and restrictions as well as regulatory requirements and other pertinent factors, subject to compliance with the Order. The Order contains certain conditions and requires the Board to maintain oversight of the Company’s participation in the co-investment program. The Order also requires a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Company’s eligible directors to make certain conclusions pursuant to Section 57(f) of the 1940 Act in connection with certain co-investment transactions, including co-investment transactions in which an affiliate of the Company is an existing investor in the portfolio company, non-pro rata follow-on investments and non-pro rata dispositions of investments.
Certain U.S. Federal Income Tax Considerations
Taxation as a Regulated Investment Company
We have elected to be treated, and intend to operate in a manner so as to qualify annually, as a RIC for U.S. federal income tax purposes under Subchapter M of the Code. As a RIC, we generally will not be subject to U.S. federal income tax on any net ordinary income or capital gains that we timely distribute to stockholders as distributions. To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements (as described below). In addition, in order to obtain RIC tax benefits, we generally must timely distribute to stockholders, for each taxable year, at least 90% of our “investment company taxable income,” which is generally ordinary income plus the excess of realized net short-term capital gains over realized net long-term capital losses and 90% of our “net tax-exempt income” (if any), which is generally the excess of our gross tax-exempt interest income over certain disallowed deductions (the “Annual Distribution Requirement”).
If we qualify as a RIC and satisfy the Annual Distribution Requirement, then we will not be subject to U.S. federal income tax on the portion of income we timely distribute (or are deemed to distribute) to stockholders. We will be subject to U.S. federal income tax at the regular corporate rates on any income or capital gains not distributed (or deemed distributed) to stockholders.
We will be subject to a 4% nondeductible U.S. federal excise tax on certain undistributed income unless we distribute in a timely manner an amount at least equal to the sum of (i) 98% of net ordinary income for each calendar year, (ii) 98.2% of capital gain net income (adjusted for certain ordinary losses) for the one-year period ending October 31 in that calendar year and (iii) any net ordinary income and capital gain net income that we recognized in preceding years, but were not distributed during such years, and on which we paid no U.S. federal income tax (the “Excise Tax Avoidance Requirement”). While we intend to distribute any net ordinary income and capital gain net income in order to avoid imposition of this 4% U.S. federal excise tax, we may not be successful in avoiding entirely the imposition of this tax. In that case, we will be liable for the tax only on the amount by which we do not meet the foregoing distribution requirement.
In order to qualify as a RIC for U.S. federal income tax purposes, we must, among other things:
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We may be required to recognize taxable income in circumstances in which we do not receive cash. For example, if we hold debt obligations that are treated under applicable tax rules as having original issue discount (such as debt instruments with payment-in-kind, or PIK, interest or, in certain cases, increasing interest rates or issued with warrants), we must include in income each year a portion of the original issue discount that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. We may also have to include in income other amounts that we have not yet received in cash, such as PIK interest and deferred loan origination fees that are paid after origination of the loan. Because any original issue discount or other amounts accrued will be included in our investment company taxable income for the year of accrual, we may be required to make a distribution to stockholders in order to satisfy the Annual Distribution Requirement, even though we will not have received the corresponding cash amount.
Although we do not presently expect to do so, we are authorized to borrow funds, to sell assets and to make taxable distributions of our stock and debt securities in order to satisfy distribution requirements. Our ability to dispose of assets to meet distribution requirements may be limited by (i) the illiquid nature of our portfolio and/or (ii) other requirements relating to our status as a RIC, including the Diversification Tests. If we dispose of assets in order to meet the Annual Distribution Requirement or the Excise Tax Avoidance Requirement, we may make such dispositions at times that, from an investment standpoint, are not advantageous. If we are unable to obtain cash from other sources to satisfy the Annual Distribution Requirement, we may fail to maintain our qualification for tax treatment as a RIC and become subject to U.S. federal income tax at corporate rates.
Under the 1940 Act, we are not permitted to make distributions to our stockholders while debt obligations and other senior securities are outstanding unless certain “asset coverage” tests are met. In addition, we may be prohibited under the terms of any existing or future credit facilities from making distributions unless certain conditions are satisfied. If we are prohibited from making distributions, we may fail to qualify for tax treatment as a RIC and become subject to U.S. federal income tax at corporate rates.
Certain of our investment practices may be subject to special and complex U.S. federal income tax provisions that may, among other things: (i) disallow, suspend or otherwise limit the allowance of certain losses or deductions; (ii) convert lower taxed long-term capital gain into higher taxed short-term capital gain or ordinary income; (iii) convert an ordinary loss or a deduction into a capital loss (the deductibility of which is more limited); (iv) cause us to recognize income or gain without a corresponding receipt of cash; (v) adversely affect the time as to when a purchase or sale of securities is deemed to occur; (vi) adversely alter the characterization of certain complex financial transactions; and (vii) produce income that will not be qualifying income for purposes of the 90% Income Test described above. We will monitor our transactions and may make certain tax decisions in order to mitigate the potential adverse effect of these provisions.
A RIC is limited in its ability to deduct expenses in excess of its investment company taxable income. If our expenses in a given year exceed investment company taxable income, we would experience a net operating loss for that year. However, a RIC is not permitted to carry forward net operating losses to subsequent years. In addition, expenses can be used only to offset investment company taxable income, not net capital gain. Due to these limits on the deductibility of expenses, we may, for U.S. federal income tax purposes, have aggregate taxable income for several years that we are required to distribute and that is taxable to stockholders even if such income is greater than the aggregate net income we actually earned during those years. Such required distributions may be made from cash assets or by liquidation of investments, if necessary. We may realize gains or losses from such liquidations. In the event we realize net capital gains from such transactions, a stockholder may receive a larger capital gain distribution than it would have received in the absence of such transactions.
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Failure to Qualify as a RIC
If we are unable to qualify for treatment as a RIC in the future, and certain remedial procedures are not satisfied, we would be subject to U.S. federal income tax on such income at regular corporate rates (and also would be subject to any applicable state and local taxes), regardless of whether we make any distributions to stockholders. We would not be able to deduct distributions to stockholders, nor would distributions be required to be made. Distributions, including distributions of net long-term capital gain, would generally be taxable to stockholders as ordinary dividend income to the extent of our current and accumulated earnings and profits. Subject to certain holding period requirements and other limitations under the Code, corporate stockholders may be eligible to claim a dividend received deduction with respect to such dividend; non-corporate stockholders may be able to treat such distributions as “qualified dividend income,” which is subject to reduced rates of U.S. federal income tax. Distributions in excess of current and accumulated earnings and profits would be treated first as a return of capital to the extent of the stockholder’s adjusted tax basis, and any remaining distributions would be treated as a capital gain. In order to requalify as a RIC, in addition to the other requirements discussed above, we would be required to distribute all previously undistributed earnings attributable to the period during which we failed to qualify as a RIC by the end of the first year that we intend to requalify as a RIC. If we fail to requalify as a RIC for a period greater than two taxable years, we may be subject to U.S. federal income tax at regular corporate rates on any net built-in gains with respect to certain assets that we elect to recognize on requalification or when recognized over the next five years.
Investment Advisers Act
The Adviser Sub is registered as an investment adviser with the SEC. Registered investment advisers are subject to the requirements of the Advisers Act, and the rules and regulations promulgated thereunder, as well as to examination by the SEC’s staff separate from and in addition to examinations of the Company. The Advisers Act imposes substantive regulation on virtually every aspect of Adviser Sub’s business, its client relationships, and management of the Adviser Funds. Applicable requirements relate to, among others, fiduciary duties to clients, engaging in transactions with clients, maintaining an effective compliance program, performance fees, solicitation arrangements, marketing materials and marketing, allocation of investments, conflicts of interest, recordkeeping, reporting and disclosure. The Advisers Act also regulates the assignment of advisory contracts by Adviser Sub. The SEC is authorized to institute proceedings and impose sanctions for violations of the Advisers Act, ranging from fines and censures to termination of an investment adviser’s registration. Failure to comply with the requirements of the Advisers Act or the rules and regulations promulgated by the SEC thereunder could have a material adverse effect on Adviser Sub’s business and our business as a result.
Corporate Information
Our principal executive offices are located at 1 N 1st Street, Suite 302, Phoenix, AZ 85004. We maintain a website on the Internet at www.trinitycapital.com. We make available, free of charge, on our website our proxy statement, annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Information contained on our website is not incorporated by reference into this annual report on Form 10-K or incorporated into any other filings we make with the SEC, and you should not consider that information to be part of this annual report on Form 10-K.
We file annual, quarterly and current periodic reports, proxy statements and other information with the SEC under the Exchange Act. In addition, the SEC maintains an Internet website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers, including us, who file documents electronically with the SEC.
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Item 1A. Risk Factors
You should carefully consider the risks and uncertainties described below, together with all of the other information in this annual report on Form 10-K, including “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes. Our business, operating results, financial condition, or prospects could be materially and adversely affected by any of these risks and uncertainties. If any of these risks occurs, the trading price, if any, of our securities could decline, and you might lose all or part of your investment. Our business, operating results, financial performance, or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material.
Summary of Principal Risk Factors
The following is a summary of the principal risks that you should carefully consider before investing in our securities and is followed by a more detailed discussion of the material risks related to us and an investment in our securities.
We are subject to risks related to our business and structure, including, but not limited to the following:
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We are subject to risks related to our investments, including, but not limited to the following:
Risks related to an investment in our securities include, but are not limited to, the following:
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We are subject to risks related to U.S. federal income tax including, but not limited to, the following:
Risks Related to Our Business and Structure
We depend upon our senior management team and investment professionals, including the members of the Investment Committee, for our success.
Our ability to achieve our investment objective and to make distributions to our stockholders depends upon the performance of our senior management. We depend on the investment expertise, skill and network of business contacts of our senior management team and investment professionals, including the members of the Investment Committee, who evaluate, negotiate, structure, execute, monitor and service our investments. Our success depends to a significant extent on the continued service and coordination of these individuals. The departure of any of these individuals or competing demands on their time in the future could have a material adverse effect on our ability to achieve our investment objective. Further, if these individuals do not maintain their existing relationships with financial institutions, sponsors and investment professionals and do not develop new relationships with other sources of investment opportunities, we may not be able to grow our investment portfolio or achieve our investment objective. This could have a material adverse effect on our financial condition and results of operations.
Our business model depends to a significant extent upon strong referral relationships with venture capital sponsors, and our inability to develop or maintain these relationships, or the failure of these relationships to generate investment opportunities, could adversely affect our business.
We expect that members of our management team will maintain their relationships with venture capital sponsors, and we will rely to a significant extent upon these relationships to provide us with our deal flow. If we fail to maintain our existing relationships, our relationships become strained as a result of enforcing our rights with respect to non-performing investments in protecting our investments or we fail to develop new relationships with other firms or sources of investment opportunities, then we will not be able to grow our investment portfolio. In addition, persons with whom members of our management team have relationships are not obligated to provide us with investment opportunities and, therefore, there is no assurance that such relationships will lead to the origination of debt or other investments.
Our financial condition and results of operations depend on our ability to manage our business effectively.
Our ability to achieve our investment objectives and grow depends on our ability to manage our business. This depends, in turn, on our ability to identify, invest in and monitor companies that meet our investment criteria. The achievement of our investment objective depends upon the execution of our investment process and our access to financing on acceptable terms. Our senior origination professionals and other investment personnel may be called upon to provide managerial assistance to our portfolio companies. These activities may distract them or slow our rate of investment. Any failure to manage our business and our future growth effectively could have a material adverse effect on our business, financial condition, results of operations and prospects. Our results of operations depend on many factors, including the availability of opportunities for investment, readily accessible short and long-term funding alternatives in the financial markets and economic conditions. Furthermore, if we cannot successfully operate our business or implement our investment policies and strategies, it could negatively impact our ability to pay dividends or other distributions and you may lose all or part of your investment.
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We are subject to certain regulatory restrictions that may adversely affect our business.
As an internally managed BDC, the size and categories of our assets under management are limited, and we will be unable to offer as wide a variety of financial products to prospective portfolio companies and sponsors (potentially limiting the size and diversification of our asset base). We therefore may not achieve efficiencies of scale and greater management resources available to externally managed BDCs.
Additionally, as an internally managed BDC, our ability to offer more competitive and flexible compensation structures, such as offering both a profit-sharing plan and a long-term incentive plan, is subject to the limitations imposed by the 1940 Act, which may limit our ability to attract and retain talented investment management professionals. As such, these limitations could inhibit our ability to grow, pursue our business plan and attract and retain professional talent, any or all of which may have a negative impact on our business, financial condition and results of operations.
We operate in a highly competitive market for investment opportunities, which could reduce returns and result in losses.
Our competitors include both existing and newly formed equity and debt focused public and private funds, other BDCs, investment banks, venture-oriented commercial banks, commercial financing companies and, to the extent they provide an alternative form of financing, private equity and hedge funds. Many of our competitors are substantially larger and have considerably greater financial, technical and marketing resources than us. For example, some competitors may have a lower cost of capital and access to funding sources (including deposits) that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments than we have. Furthermore, many of our competitors are not subject to the regulatory restrictions that the 1940 Act imposes on us as a BDC or to the distribution and other requirements we must satisfy to maintain our ability to be subject to tax as a RIC. These characteristics could allow our competitors to consider a wider variety of investments, establish more relationships and offer better pricing and more flexible structuring than we are able to offer.
The competitive pressures we face may have a material adverse effect on our financial condition, results of operations and cash flows. We believe that some competitors may make loans with rates that are comparable or lower than our rates. We may lose some investment opportunities if we do not match our competitors’ pricing, terms and structure. However, if we match our competitors’ pricing, terms and structure, we may experience decreased net interest income, lower yields and increased risk of credit loss. As a result of this competition, we may not be able to take advantage of attractive investment opportunities from time to time, and we may not be able to identify and make investments that are consistent with our investment objective.
In addition, we believe a significant part of our competitive advantage stems from the fact that the market for investments in small, fast-growing, private companies is underserved by traditional commercial banks and other financing sources. A significant increase in the number and/or the size of our competitors in this target market could force us to accept less attractive investment terms and/or further reduce our opportunities to make investments.
We may need to raise additional capital to grow because we must distribute most of our income.
We may need additional capital to fund new investments and grow our portfolio of investments through public and/or private offerings of both debt and equity. Unfavorable economic conditions could increase our funding costs or result in a decision by lenders not to amend any outstanding credit facility or extend credit to us. A reduction in the availability of new capital could limit our ability to grow. In addition, we generally are required to distribute an amount at least equal to 90% of our “investment company taxable income” (i.e., our net ordinary income and net short-term capital gains in excess of net long-term capital losses, if any) to our stockholders each taxable year to continue to be taxed as a RIC. As a result, these earnings are not available to fund new investments.
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Regulations governing our operation as a BDC affect our ability to and the way in which we raise additional capital.
We issued the August 2026 Notes, the December 2026 Notes, the March 2029 Notes, the September 2029 Notes, the July 2030 Notes (collectively, the “Notes”), and the Series A Notes, and entered into the KeyBank Credit Facility through our wholly owned subsidiary, TCF, and the KeyBank Secured Term Loan Facility through our wholly owned subsidiary, TF3, and may issue other debt securities or preferred stock and/or borrow money from other banks or other financial institutions, which we refer to collectively as “senior securities,” up to the maximum amount permitted by the 1940 Act. Under the provisions of the 1940 Act, we are permitted as a BDC to issue senior securities in amounts such that our asset coverage ratio, as defined in the 1940 Act, equals at least 150% (if certain requirements are met) of total assets less all liabilities and indebtedness not represented by senior securities immediately after each issuance of senior securities. We have satisfied the requirements to increase our asset coverage ratio to 150%, including stockholder and Board approval. Under a 150% asset coverage ratio, we could potentially borrow $2 for investment purposes of every $1 of investor equity.
If the value of our assets declines, we may be unable to satisfy this test. If that happens, we may be required to sell a portion of our investments and, depending on the nature of our leverage, repay a portion of our indebtedness at a time when such sales may be disadvantageous. This could have a material adverse effect on our operations, and we may not be able to make distributions in an amount sufficient to be subject to taxation as a RIC, or at all. See “—We may borrow money, which may magnify the potential for gain or loss and may increase the risk of investing in us.” In addition, issuance of securities could dilute the percentage ownership of our current stockholders in us.
No person or entity from which we borrow money has a veto power or a vote in approving or changing any of our fundamental policies. If we issue preferred stock, the preferred stock would rank “senior” to common stock in our capital structure, preferred stockholders would have separate voting rights on certain matters and might have other rights, preferences or privileges more favorable than those of our common stockholders, and the issuance of preferred stock could have the effect of delaying, deferring or preventing a transaction or a change of control that might involve a premium price for holders of our common stock or otherwise be in your best interest. Holders of our common stock will directly or indirectly bear all of the costs associated with offering and servicing any preferred stock that we issue. In addition, any interests of preferred stockholders may not necessarily align with the interests of holders of our common stock and the rights of holders of shares of preferred stock to receive distributions would be senior to those of holders of shares of our common stock.
In addition, while any senior securities remain outstanding, we will be required to make provisions to prohibit any dividend distribution to our stockholders or the repurchase of such securities or shares unless we meet the applicable asset coverage ratios at the time of the dividend distribution or repurchase. We will also be permitted to borrow amounts up to 5% of the value of our total assets for temporary or emergency purposes, which borrowings would not be considered senior securities.
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We may borrow money, which may magnify the potential for gain or loss and may increase the risk of investing in us.
As part of our business strategy, we issued the Notes, the Series A Notes and entered into the KeyBank Credit Facility through our wholly owned subsidiary, TCF, and the KeyBank Secured Term Loan Facility through our wholly owned subsidiary, TF3, and we may borrow from and issue senior debt securities to banks, insurance companies and other lenders or investors. Holders of these senior securities or other credit facilities will have claims on our assets that are superior to the claims of our stockholders. Leverage magnifies the potential for loss on investments in our indebtedness and on invested equity capital. As we use leverage to partially finance our investments, you will experience increased risks of investing in our securities. If the value of our assets increases, then leveraging would cause the net asset value attributable to our common stock to increase more sharply than it would have had we not leveraged. Conversely, if the value of our assets decreases, leveraging would cause net asset value to decline more sharply than it otherwise would have had we not leveraged our business. Similarly, any increase in our income in excess of interest payable on the borrowed funds would cause our net investment income to increase more than it would without the leverage, while any decrease in our income would cause net investment income to decline more sharply than it would have had we not borrowed. Such a decline could negatively affect our ability to pay common stock distributions, scheduled debt payments or other payments related to our securities. Our ability to service any borrowings that we incur will depend largely on our financial performance and will be subject to prevailing economic conditions and competitive pressures. Leverage is generally considered a speculative investment technique.
The following table illustrates the effect of leverage on returns from an investment in our common stock assuming various annual returns on our portfolio, net of expenses. Leverage generally magnifies the return of stockholders when the portfolio return is positive and magnifies their losses when the portfolio return is negative. The calculations in the table below are hypothetical, and actual returns may be higher or lower than those appearing in the table below.
|
Assumed Return on Our Portfolio |
||||||||
|
(Net of Expenses) |
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|
-10% |
|
-5% |
|
0% |
|
5% |
|
10% |
Corresponding return to common stockholder (1) |
( |
|
( |
|
( |
|
|
||
(1) Assumes (i) $2,484.5 million in total assets, (ii) $1,305.8 million in outstanding principal indebtedness, (iii) $1,094.0 million in net assets as of December 31, 2025 and (iv) weighted average interest rate, excluding fees (such as fees on undrawn amounts and amortization of financing costs), of 7.3% as of December 31, 2025.
See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Condition, Liquidity and Capital Resources” for more information regarding our borrowings.
Indebtedness could adversely affect our business, financial condition and results of operations and our ability to meet our payment obligations under outstanding indebtedness.
Currently, we have secured indebtedness outstanding under the KeyBank Credit Facility and the KeyBank Secured Term Loan Facility and unsecured indebtedness outstanding related to the Notes and the Series A Notes, and may incur additional indebtedness in the future. The use of debt could have significant consequences on our future operations, including:
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Any of the above-listed factors could have an adverse effect on our business, financial condition and results of operations and our ability to meet our payment obligations under the KeyBank Credit Facility, the KeyBank Secured Term Loan Facility, the Notes, the Series A Notes and/or any other outstanding indebtedness we may incur in the future.
Our ability to meet our payment and other obligations under our debt instruments depends on our ability to generate significant cash flow in the future. This, to some extent, is subject to general economic, financial, competitive, legislative and regulatory factors as well as other factors that are beyond our control.
We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our financing arrangements or otherwise in an amount sufficient to enable us to pay our indebtedness, including under the KeyBank Credit Facility, the KeyBank Secured Term Loan Facility, the Notes, the Series A Notes and/or any other outstanding indebtedness we may incur in the future, or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness, including under the KeyBank Credit Facility, the KeyBank Secured Term Loan Facility, the Notes, the Series A Notes and/or any other outstanding indebtedness we may incur in the future, on or before the scheduled maturity. The conditions of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future. We cannot assure you that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all. If we cannot service our indebtedness, we may have to take actions such as selling assets or seeking additional equity. We cannot assure you that any such actions, if necessary, could be effected on commercially reasonable terms or at all, or on terms that would not be disadvantageous to our shareholders or on terms that would not require us to breach the terms and conditions of our existing or future debt agreements, including our payment obligations under the KeyBank Credit Facility, the KeyBank Secured Term Loan Facility, the Notes, and/or the Series A Notes.
Provisions in our existing and future credit facilities may limit our operations.
At our discretion, we have utilized and may continue to utilize the leverage available under the KeyBank Credit Facility and the KeyBank Secured Term Loan Facility for investment and operating purposes. Additionally, we may in the future enter into additional credit facilities. To the extent we borrow money to make investments, the applicable credit facility may be backed by all or a portion of our loans and securities on which the lender will have a security interest. We may pledge up to 100% of our assets and may grant a security interest in all of our assets under the terms of any debt instrument we enter into with a lender. We expect that any security interests we grant will be set forth in a pledge and security agreement and evidenced by the filing of financing statements by the agent for the lenders. In addition, we expect that the custodian for our securities serving as collateral for such loan would include in its electronic systems notices indicating the existence of such security interests and, following notice of occurrence of an event of default, if any, and during its continuance, will only accept transfer instructions with respect to any such securities from the lenders or their designee. If we were to default under the terms of any debt instrument, the agent for the applicable lenders would be able to assume control of the timing of disposition of any or all of our assets securing such debt, which would have a material adverse effect on our business, financial condition, results of operations and cash flows.
In addition, any security interests and/or negative covenants required by any credit facility may limit our ability to create liens on assets to secure additional debt and may make it difficult for us to restructure or refinance indebtedness at or prior to maturity or obtain additional debt or equity financing. In addition, if our borrowing base under any credit facility were to decrease, we may be required to secure additional assets in an amount sufficient to cure any borrowing base deficiency. In the event that all of our assets are secured at the time of such a borrowing base deficiency, we could be required to repay advances under the credit facility or make deposits to a collection account, either of which could have a material adverse impact on our ability to fund future investments and to make distributions.
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In addition, we may be subject to limitations as to how borrowed funds may be used, which may include restrictions on geographic and industry concentrations, loan size, payment frequency and status, average life, collateral interests and investment ratings, as well as regulatory restrictions on leverage which may affect the amount of funding that may be obtained. There may also be certain requirements relating to portfolio performance, including required minimum portfolio yield and limitations on delinquencies and charge-offs, a violation of which could limit further advances and, in some cases, result in an event of default. An event of default under a credit facility could result in an accelerated maturity date for all amounts outstanding thereunder, which could have a material adverse effect on our business and financial condition. This could reduce our liquidity and cash flow and impair our ability to grow our business.
Any defaults under a credit facility could adversely affect our business.
In the event we default under any credit facility or other borrowings, our business could be adversely affected as we may be forced to sell a portion of our investments quickly and prematurely at what may be disadvantageous prices to us in order to meet our outstanding payment obligations and/or support working capital requirements under the credit facility, any of which would have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, following any such default, the agent for the lenders under such credit facility could assume control of the disposition of any or all of our assets, including the selection of such assets to be disposed and the timing of such disposition, which would have a material adverse effect on our business, financial condition, results of operations and cash flows.
We are exposed to risks associated with changes in interest rates.
Because we may borrow money to make investments, our net investment income will depend, in part, upon the difference between the rate at which we borrow funds and the rate at which we invest those funds. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. In periods of declining interest rates, our interest income and our net investment income could be reduced as the interest income earned on our floating rate debt investments declines and any new fixed rate debt may be issued at lower coupon rates. Additionally, in periods of declining interest rates, the rate of prepayments may increase as borrowers are motivated to pay off debt and refinance at new lower rates. During such periods, reinvestment of the prepayment proceeds by us generally may be at lower rates of return than the return on the assets that were prepaid. However, an increase in interest rates could decrease the value of any investments we hold which earn fixed interest rates and also could increase our interest expense, thereby decreasing our net income. Also, an increase in interest rates available to investors could make an investment in our common stock less attractive if we are not able to increase our distribution rate, which could reduce the value of our common stock. Further, rising interest rates could also adversely affect our performance if such increases cause our borrowing costs to rise at a rate in excess of the rate that our investments yield. In periods of rising interest rates, to the extent we borrow money subject to a floating interest rate, our cost of funds would increase, which could reduce our net investment income. Further, rising interest rates could also adversely affect our performance if we hold investments with floating interest rates, subject to specified minimum interest rates (such as Secured Overnight Financing Rate (“SOFR”) floor), while at the same time engaging in borrowings subject to floating interest rates not subject to such minimums. In such a scenario, rising interest rates may increase our interest expense, even though our interest income from investments is not increasing in a corresponding manner as a result of such minimum interest rates.
If general interest rates rise, there is a risk that the portfolio companies in which we hold floating rate securities will be unable to pay escalating interest amounts, which could result in a default under their loan documents with us. Rising interest rates could also cause portfolio companies to shift cash from other productive uses to the payment of interest, which may have a material adverse effect on their business and operations and could, over time, lead to increased defaults. In addition, rising interest rates may increase pressure on us to provide fixed rate loans to our portfolio companies, which could adversely affect our net investment income, as increases in our cost of borrowed funds would not be accompanied by increased interest income from such fixed-rate investments.
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If we do not invest a sufficient portion of our assets in qualifying assets, we could fail to qualify as a BDC, which would have a material adverse effect on our business, financial condition and results of operations.
As a BDC, we may not acquire any assets other than “qualifying assets” unless, at the time of and after giving effect to such acquisition, at least 70% of our total assets are qualifying assets. We believe that most of the investments that we may acquire in the future will constitute qualifying assets. However, we may be precluded from investing in what we believe are attractive investments if such investments are not qualifying assets for purposes of the 1940 Act. If we do not invest a sufficient portion of our assets in qualifying assets, we could violate the 1940 Act provisions applicable to BDCs. As a result of such violation, specific rules under the 1940 Act could prevent us, for example, from making follow-on investments in existing portfolio companies which could result in the dilution of our position or could require us to dispose of investments at inappropriate times in order to come into compliance with the 1940 Act. If we need to dispose of investments quickly, it could be difficult to dispose of such investments on favorable terms. We may not be able to find a buyer for such investments and, even if we do find a buyer, we may have to sell the investments at a substantial loss. Any such outcomes would have a material adverse effect on our business, financial condition, results of operations, and cash flows.
Most or a substantial portion of our portfolio investments will be recorded at fair values determined in good faith by the Board and, as a result, there may be uncertainty as to the value of our portfolio investments.
Under the 1940 Act, we are required to carry our portfolio investments at market value or, if there is no readily available market value, at fair value as determined by the Board. Most or a substantial portion of our portfolio investments may take the form of securities that are not publicly traded. The fair value of securities and other investments that are not publicly traded may not be readily determinable, and we value these securities at fair value as determined in good faith by the Board, including to reflect significant events affecting the value of our securities. As part of the valuation process, we may take into account the following types of factors, if relevant, in determining the fair value of our investments:
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We expect that most of our investments (other than cash and cash equivalents) will be classified as Level 3 in the fair value hierarchy and require disclosures about the level of disaggregation along with the inputs and valuation techniques we use to measure fair value. This means that our portfolio valuations are based on unobservable inputs and our own assumptions about how market participants would price the asset or liability in question. Inputs into the determination of fair value of our portfolio investments require significant management judgment or estimation. Even if observable market data is available, such information may be the result of consensus pricing information or broker quotes, which include a disclaimer that the broker would not be held to such a price in an actual transaction. The non-binding nature of consensus pricing and/or quotes accompanied by disclaimers materially reduces the reliability of such information. We employ the services of one or more independent service providers to review the valuation of these securities. The types of factors that the Board may take into account in determining the fair value of our investments generally include, as appropriate, comparison to publicly traded securities including such factors as yield, maturity and measures of credit quality, the enterprise value of a portfolio company, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flow, the markets in which the portfolio company does business and other relevant factors. Because such valuations, and particularly valuations of private securities and private companies, are inherently uncertain, may fluctuate over short periods of time and may be based on estimates, our determinations of fair value may differ materially from the values that would have been used if a ready market for these securities existed. Due to this uncertainty in the value of our portfolio investments, a fair value determination may cause net asset value on a given date to materially understate or overstate the value that we may ultimately realize upon one or more of our investments. As a result, investors purchasing shares of our common stock based on an overstated net asset value would pay a higher price than the value of the investments might warrant. Conversely, investors selling shares during a period in which the net asset value understates the value of investments will receive a lower price for their shares than the value the investment portfolio might warrant.
We will adjust quarterly the valuation of our portfolio to reflect the determination of the Board of the fair value of each investment in our portfolio. Any changes in fair value are recorded in our statements of operations as net change in unrealized gain (loss) on investments.
There is no assurance that any share repurchase programs we implement will result in repurchases of our common stock or enhance long-term stockholder value, and repurchases, if any, could affect our stock price and increase its volatility and will diminish our cash reserves.
On November 7, 2024, the Board authorized a 12-month share repurchase program (the “2024 Repurchase Program”). Under the 2024 Repurchase Program, we were authorized to repurchase, during the 12-month period commencing on November 7, 2024, up to $30.0 million in the aggregate of our outstanding common stock in the open market at prices from time to time, provided that we complied with applicable policies and laws, including certain price, market, volume, and timing constraints specified in Rule 10b-18 of the Exchange Act. The timing, manner, price and amount of any share repurchases was determined by us, at our discretion, based upon the evaluation of economic and market conditions, our stock price, applicable legal, contractual and regulatory requirements and other factors. The 2024 Repurchase Program did not require us to repurchase any specific number of shares, and we did not repurchase any shares of our common stock under the program.
There can be no assurance that we will not implement a new share repurchase program, that any future share repurchases will occur, or, if they occur, that they will enhance stockholder value. In addition, any future share repurchase program or other share repurchases could have a material adverse effect on our business for the following reasons:
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We may incur lender liability as a result of our lending activities.
As part of our business strategy, we may pursue acquisitions of complementary businesses or assets or seek to enter into joint ventures. These acquisitions or joint ventures would be intended to leverage our existing operations and industry experience or increase our product offerings. The success of any acquisitions, joint ventures or other investments will depend on our ability to identify, negotiate, complete and, in the case of acquisitions, integrate those transactions and, if necessary, obtain satisfactory financing to fund those transactions. We may not realize the anticipated benefits of any acquisition, or joint venture. We may not be able to integrate acquisitions successfully into our existing business, maintain the key business relationships of businesses we acquire, or retain key personnel of an acquired business, and we could assume unknown or contingent liabilities or incur unanticipated expenses. Integration of acquired companies or businesses also may require management resources that otherwise would be available for ongoing development of our existing business, or integration may not succeed, leading to a failure to realize anticipated benefits. Any acquisitions made by us also could harm our results of operations, including as a result of significant write-offs or the incurrence of debt and contingent liabilities. In addition, if we choose to issue equity to fund an acquisition, our stockholders may experience dilution.
We are subject to risks related to our expansion to new jurisdictions.
We are expanding our global footprint and opening offices in several new jurisdictions to improve outreach to prospective investors in such jurisdictions. Such expansion subjects our operations to the legal and regulatory regimes of these jurisdictions and could adversely affect us. These risks include, but are not limited to, increased compliance costs, loss of management attention and time, and increased competition for capital allocations.
Risks Related to Our Investment Management Activities
Our executive officers and employees, through the Adviser Sub, may manage other investment funds that operate in the same or a related line of business as we do, and may invest in such funds, which may result in significant conflicts of interest.
Our executive officers and employees, through the Adviser Sub, a Delaware limited liability, may manage other investment funds or assets for other clients that operate in the same or a related line of business as we do, and which funds may be invested in by us and/or our executive officers and employees. Accordingly, they may have obligations to, or pecuniary interests in, such other entities, and the fulfillment of such obligations may not be in the best interests of us or our stockholders and may create conflicts of interest.
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We may make co-investments with other funds or clients advised by the Adviser Sub in accordance with applicable allocation policies, the 1940 Act and any exemptive relief granted by the SEC, if any. We have been granted co-investment exemptive relief from the SEC that requires, among other things, that we and the Adviser Sub consider whether each such investment opportunity is appropriate for us and the Adviser Sub’s advised funds or clients and, if it is appropriate, to propose an allocation of the investment opportunity between us and such other parties. Our relationship with the Adviser Sub may require us to commit resources to achieving the investment objectives of such other funds or clients advised by the Adviser Sub, while such resources were previously solely devoted to achieving our investment objective. Our investment objective and investment strategies may be very similar to those of such funds or clients advised by the Adviser Sub, and it is likely that an investment may be appropriate for both us and such funds or clients advised by the Adviser Sub. As a consequence, it may be more difficult for us to maintain or increase the size of our investment portfolio in the future. Although we will endeavor to allocate investment opportunities in a fair and equitable manner, including in accordance with the conditions set forth in any applicable exemptive order issued by the SEC, we may face conflicts in allocating investment opportunities between us and other funds or clients managed by the Adviser Sub. Because the Adviser Sub may receive performance-based fee compensation from other funds or clients it manages, this may provide the Company and the Adviser Sub an incentive to allocate opportunities to other funds or clients the Adviser Sub manages, instead of us. We and the Adviser Sub have implemented an allocation policy to promote the equitable distribution of investment opportunities and, as a result, may be unable to participate in certain investments based upon such allocation policy.
Investments in the Adviser Funds in the form of loans may create conflicts of interests.
We may make investments in one or more Adviser Funds in the form of loans, which may create conflicts of interest. For example, prior to the receipt by the Adviser Funds of capital contributions from investors for which a capital call notice has or will be given, we may provide loan financing to such Adviser Funds to fund such amounts on a temporary basis in order to permit the Adviser Funds to invest in a target portfolio company within the applicable time constraints prior to the receipt by the Adviser Funds of a capital call in respect of such investment. In addition, we may provide loan financing to the Adviser Funds to cover start-up and initial operating costs prior to the receipt by the Adviser Funds of a capital call in respect of such expenses. The provision of debt financing to the Adviser Funds may cause conflicts of interest, including in situations where our interest as a lender to the Adviser Funds conflicts with the interest of holders of third-party equity interests.
Through the Adviser Sub, we expect to derive revenues from managing third-party funds pursuant to investment management agreements that may be terminated, which could negatively impact our operating results.
We expect to derive our revenues related to the Adviser Sub primarily from dividend income, which we expect the Adviser Sub to pay from net profits generated from advisory fees charged to the funds advised by the Adviser Sub. Such funds may be established with different fee structures, including management fees payable at varying rates and carried interest or performance fees that are payable at varying hurdle rates. Investment advisory, carried interest, and performance fee revenues can be adversely affected by several factors, including market factors, third-party investor preferences, and our Adviser Sub’s performance and track record. A reduction in revenues of our Adviser Sub, without a commensurate reduction in expenses, could adversely affect our Adviser Sub’s business as well as our revenues and results of operations derived from the Adviser Sub. The terms of fund investment management agreements and similar agreements generally give the manager of the fund and the fund itself the right to terminate such agreements in certain circumstances. With respect to funds that are not exempt from registration under the 1940 Act, the fund’s investment management agreement must be approved annually by (a) such fund’s board of directors or by the vote of a majority of such fund’s stockholders and (b) the majority of the independent members of such fund’s board of directors and, in certain cases, by its stockholders, as required by law. Such funds’ investment management agreements can also be terminated by the majority of such fund’s stockholders. Termination of any such investment management agreements or similar agreements would reduce the fees we earn from the relevant funds or other clients through the Adviser Sub, which could have a material adverse effect on our results of operations.
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Risks Related to Our Investments
Our investment strategy focuses on growth-oriented companies, which are subject to many risks, including dependence on the need to raise additional capital, volatility, intense competition, shortened product life cycles, changes in regulatory and governmental programs, periodic downturns, below investment grade ratings, which could cause you to lose all or part of your investment in us.
We invest primarily in growth-oriented companies, many of which may have narrow product lines and small market shares, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as to general economic downturns, compared to more mature companies. The revenues, income (or losses), and projected financial performance and valuations of growth-oriented companies can and often do fluctuate suddenly and dramatically. For these reasons, investments in our portfolio companies, if rated by one or more ratings agency, would typically be rated below “investment grade,” which refers to securities rated by ratings agencies below the four highest rating categories. Our target growth-oriented companies are geographically concentrated and are therefore highly susceptible to materially negative local, political, natural and economic events. In addition, high growth industries are generally characterized by abrupt business cycles and intense competition. Overcapacity in high growth industries, together with cyclical economic downturns, may result in substantial decreases in the value of many growth-oriented companies and/or their ability to meet their current and projected financial performance to service our debt. Furthermore, growth-oriented companies also typically rely on venture capital and private equity investors, or initial public offerings, or sales for additional capital.
Venture capital firms in turn rely on their limited partners to pay in capital over time in order to fund their ongoing and future investment activities. To the extent that venture capital firms’ limited partners are unable or choose not to fulfill their ongoing funding obligations, the venture capital firms may be unable to continue operationally and/or financially supporting the ongoing operations of our portfolio companies which could materially and adversely impact our financing arrangement with the portfolio company.
These companies, their industries, their products and customer demand and the outlook and competitive landscape for their industries are all subject to change, which could adversely impact their ability to execute their business plans and generate cash flow or raise additional capital that would serve as the basis for repayment of our loans. Therefore, our growth-oriented companies may face considerably more risk of loss than do companies at other stages of development.
As part of our investment strategy, we engage in equipment financing, through which we finance equipment to growth-oriented companies. Equipment manufacturers, corporations, partnerships and others offer users an alternative to the purchase of most types of equipment with payment terms that vary widely depending on the type of financing, the lease or loan term and the type of equipment. In seeking equipment financing transactions, we will compete with financial institutions, manufacturers and public and private leasing companies, many of which may have greater financial resources than us.
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Some types of equipment are under special government regulation which may make the equipment more costly to acquire, own, maintain under equipment financings and leases, and sell.
The use, maintenance and ownership of certain types of equipment that we finance or lease are regulated by federal, state and/or local authorities. Regulations may impose restrictions and financial burdens on our ownership and operation of equipment. Changes in government regulations, industry standards or deregulation may also affect the ownership, operation and resale value of equipment. For example, certain types of equipment are subject to extensive safety and operating regulations imposed by government and/or industry self- regulatory organizations which may make these types of equipment more costly to acquire, own, maintain under equipment financings and leases, and sell. These agencies or organizations may require changes or improvements to equipment, and we may have to spend our own capital to comply. These changes may also require the equipment to be removed from service for a period of time. The terms of equipment financings or leases may provide for payment reductions if the equipment must remain out of service for an extended period or is removed from service. We may then have reduced operating revenues from equipment financings or leases for these items of equipment. If we did not have the capital to make a required change, we might be required to sell the affected equipment or to sell other items of its equipment in order to obtain the necessary cash; in either event, we could suffer a loss on our investment and might lose future revenues, and we might also have adverse tax consequences.
We are subject to risks inherent in the equipment financing business that may adversely affect our ability to finance our portfolio on terms that will permit us to generate profitable rates of return for investors.
A number of economic conditions and market factors, many of which we cannot control, could threaten our ability to operate profitably. These include changes in economic conditions, including fluctuations in demand for equipment, interest rates and inflation rates; the timing of purchases and the ability to forecast technological advances for equipment; technological and economic obsolescence; and increases in our expenses.
Demand for equipment fluctuates, and periods of weak demand could adversely affect equipment financing rates and resale prices that we may realize on our investment portfolio while periods of high demand could adversely affect the prices that we have to pay to acquire our investments. Such fluctuations in demand could therefore adversely affect the ability of a leasing program to invest its capital in a timely and profitable manner.
Equipment lessors have experienced a more difficult market in which to make suitable investments during historical periods of reduced growth and recession in the U.S. economy as a result of the softening demand for capital equipment during these periods. An economic recession resulting in lower levels of capital expenditure by businesses may result in more used equipment becoming available on the market and downward pressure on prices and equipment financing rates due to excess inventory. Periods of low interest rates exert downward pressure on equipment financing rates and may result in less demand for equipment financings. Furthermore, a decline in corporate expansion or demand for capital goods could delay investment of our capital, and its production of financing revenues. There can be no assurance as to what future developments may occur in the economy in general or in the demand for equipment and other asset-based financing in particular.
Our investments in equipment leasing business is exposed to asset risk resulting from ownership of the equipment on operating lease. Asset risk arises from fluctuations in supply and demand for the underlying leased equipment. We are exposed to the risk that, at the end of the lease term or in the event of early termination, the value of the asset will be lower than expected, resulting in reduced future lease income over the remaining life of the asset or a lower sale value. Demand for and the valuation of the leased equipment is sensitive to shifts in general and industry-specific economic and market trends, governmental regulations and changes in trade flows from specific events such as natural or man-made disasters. Although we monitor the value of the underlying assets and certain factors that may potentially impact the value of the equipment, there is no assurance that the value of these assets will not be adversely impacted by industry, market, economic, regulatory or other conditions.
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Our portfolio companies operating in the life science industry are subject to extensive government regulation and certain other risks particular to that industry.
As part of our investment strategy, we have invested, and plan to invest in the future, in companies in the life science industry.
Such portfolio companies are subject to extensive regulation by the Food and Drug Administration and to a lesser extent, other federal and state agencies. If any of these portfolio companies fail to comply with applicable regulations, they could be subject to significant penalties and claims that could materially and adversely affect their operations. In addition, new laws, regulations or judicial interpretations of existing laws and regulations might adversely affect a portfolio company in this industry.
The successful and timely implementation of the business model of life science companies depends on their ability to adapt to changing technologies and introduce new products. The success of new product offerings will depend, in turn, on many factors, including the ability to properly anticipate and satisfy customer needs, obtain regulatory approvals on a timely basis, develop and manufacture products in an economic and timely manner, obtain or maintain advantageous positions with respect to intellectual property, and differentiate products from those of competitors.
Further, the development of products (including medical devices or drugs) by life science companies requires significant research and development, clinical trials and regulatory approvals. The results of product development efforts may be affected by a number of factors, including the ability to innovate, develop and manufacture new products, complete clinical trials, obtain regulatory approvals and reimbursement by insurers in the United States (including Medicare and Medicaid) and abroad, or gain and maintain market approval of products. In addition, patents attained by others can preclude or delay the commercialization of a product. There can be no assurance that any products now in development will achieve technological feasibility, obtain regulatory approval, or gain market acceptance. Failure can occur at any point in the development process, including after significant funds have been invested. Products may fail to reach the market or may have only limited commercial success because of efficacy or safety concerns, failure to achieve positive clinical outcomes, inability to obtain necessary regulatory approvals, failure to achieve market adoption, limited scope of approved uses, excessive costs to manufacture, failure to establish or maintain intellectual property rights, infringement by others of a company’s intellectual property rights, or infringement by a company of intellectual property rights of others.
Portfolio companies in the life science industry may also have a limited number of suppliers of necessary components or a limited number of manufacturers for their products, and therefore face a risk of disruption to their manufacturing process if they are unable to find alternative suppliers when needed. Any of these factors could materially and adversely affect the operations of a portfolio company in this industry and, in turn, impair our ability to timely collect principal and interest payments owed to us.
We are exposed to risks relating to our specialty finance products.
We rely on the structural features embedded in our specialty financing and asset-based products to mitigate the credit risk associated with such products. With respect to our asset-based loans, we generally limit our lending to a percentage of the customer’s borrowing base assets that we believe can be readily liquidated in the event of financial distress of the borrower. With respect to our factoring products, we purchase the underlying invoices of our customers and become the direct payee under such invoices, thus transferring the credit risk in such transactions from our customers to the underlying account debtors on such invoices. In the event one or more of our customers fraudulently represents the existence or valuation of borrowing base assets in the case of an asset-based loan, or the existence or validity of an invoice we purchase in the case of a factoring transaction, we may advance more funds to such customer than we otherwise would and lose the benefit of the structural protections of our asset-based lending and factoring products, there is no guarantee such controls will be effective.
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Economic recessions or downturns could impair our portfolio companies and harm our operating results.
Some of our portfolio companies may be susceptible to economic slowdowns or recessions and may be unable to repay our debt investments during periods of economic recession or downturn. In the past, instability in the global capital markets resulted in disruptions in liquidity in the debt capital markets, significant write-offs in the financial services sector, the re-pricing of credit risk in the broadly syndicated credit market and the failure of major domestic and international financial institutions. In particular, in past periods of instability, the financial services sector was negatively impacted by significant write-offs as the value of the assets held by financial firms declined, impairing their capital positions and abilities to lend and invest.
In an economic downturn, we may have non-performing assets or non-performing assets may increase, and the value of our portfolio is likely to decrease during these periods. Adverse economic conditions may also decrease the value of any collateral securing our loans. A severe recession may further decrease the value of such collateral and result in losses of value in our portfolio and a decrease in our revenues, net income, assets and net worth. Unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us on terms we deem acceptable. These events could prevent us from increasing investments and harm our operating results.
The occurrence of recessionary conditions and/or negative developments in the domestic and international credit markets may significantly affect the markets in which we do business, the value of our investments, and our ongoing operations, costs and profitability. Any such unfavorable economic conditions, including rising interest rates, may also increase our funding costs, limit our access to capital markets or negatively impact our ability to obtain financing, particularly from the debt markets. In addition, any future financial market uncertainty could lead to financial market disruptions and could further impact our ability to obtain financing. These events could limit our investment originations, limit our ability to grow and negatively impact our operating results and financial condition.
Our investments are geographically concentrated, which may result in a single occurrence in a particular geographic area having a disproportionate negative impact on our investment portfolio.
Investments in a particular geographic region may be particularly susceptible to economic conditions and regulatory requirements. To the extent our investments are concentrated in a particular region or group of regions, our investment portfolio may be more volatile than a more geographically investment portfolio. Any deterioration in the economy, or adverse events in such regions, may increase the rate of delinquency and default experience (and as a consequence, losses) with respect to our investments in such region. Our investments are geographically concentrated in the Western and Northeastern part of the United States. As result, we may be more susceptible to being adversely affected by any single occurrence in those regions.
For example, portfolio companies in California may be particularly susceptible to certain types of hazards, such as earthquakes, floods, mudslides, wildfires and other national disasters, which could have a negative impact on their business and negatively impact such company’s ability to meet their obligations under their debt securities that we hold. Additionally, adverse economic conditions or other factors particularly affecting a specific region could increase the risk of loss on our investments.
Our investments in leveraged portfolio companies may be risky, and we could lose all or part of our investment.
Investment in leveraged companies involves a number of significant risks. Leveraged companies in which we invest may have limited financial resources and may be unable to meet their obligations under their debt securities that we hold. Such developments may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of our realizing any guarantees that we may have obtained in connection with our investment. In addition, our junior secured loans are generally subordinated to senior loans. As such, other creditors may rank senior to us in the event of an insolvency, bankruptcy or liquidation.
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In addition, investing in small, fast-growing, private companies involves a number of significant risks, including the following:
Our investments are very risky and highly speculative.
We invest primarily in secured loans and select equity and equity-related investments issued by, and provide equipment financing to, small, fast-growing private companies. We invest primarily in secured loans made to companies whose debt has generally not been rated by any rating agency, although we would expect such debt, if rated, to fall below investment grade. Securities rated below investment grade are often referred to as “high yield” securities and “junk bonds,” and are considered “high risk” and speculative in nature compared to debt instruments that are rated above investment grade because of the credit risk of the issuers. Such issuers are more likely than investment grade issuers to default on their payments of interest and principal owed to us, and such defaults could have a material adverse effect on our performance.
Generally, little public information exists about the types of companies in which we invest, and we are required to rely on the ability of our senior management team and investment professionals to obtain adequate information to evaluate the potential returns from investing in these companies. If we are unable to uncover all material information about these companies, we may not make a fully informed investment decision, and we may lose money on our investments. Also, privately held companies frequently have less diverse product lines and smaller market presence than larger competitors. These factors could adversely affect our investment returns as compared to companies investing primarily in the securities of public companies.
Senior Secured Loans. There is a risk that the collateral securing our loans may decrease in value over time, may be difficult to sell in a timely manner, may be difficult to appraise and may fluctuate in value based upon the success of the business and market conditions, including as a result of the inability of the portfolio company to raise additional capital. In some circumstances, our liens on the collateral securing our loans could be subordinated to claims of other creditors. In addition, deterioration in a portfolio company’s financial condition and prospects, including its inability to raise additional capital, may be accompanied by deterioration in the value of the collateral for the loan. The fact that a loan is secured does not guarantee that we will receive principal and interest payments according to the loan’s terms, or at all, or that we will be able to collect on the loan should we be compelled to enforce our remedies. Further, no active trading market may exist or be maintained for certain senior secured loans. Illiquidity and adverse market conditions may mean that we may not be able to sell senior secured loans quickly or at a fair price. To the extent that a secondary market does exist for certain senior secured loans, the market for them may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods.
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Second Lien Secured Loans. In structuring our loans, we may subordinate our security interest in certain assets of a borrower to another lender, usually a bank, such that we hold a second lien secured loan. In these situations, all of the risks identified above regarding senior secured loans would be present and additional risks inherent in holding a junior security position would also be present, including that our second lien secured loans generally would be subordinated to senior loans and other creditors may rank senior to us in the event of default, insolvency or liquidation. In addition, these securities may not be protected by all of the financial covenants, such as limitations upon additional indebtedness, typically protecting such senior debt. In the event a portfolio company cannot generate adequate cash flow to meet senior debt service, we may suffer a partial or total loss of our investment in a second lien secured loan.
Equity and Equity-Related Investments. When we invest in secured loans, we may acquire equity and equity-related securities as well. In addition, we may invest directly in the equity and equity-related securities of portfolio companies. The equity and equity-related interests we receive may not appreciate in value and may in fact decline in value. Accordingly, we may not be able to realize gains from our equity and equity-related interests, and any gains that we do realize on the disposition of any equity and equity-related interests may not be sufficient to offset any other losses we experience.
We may be subject to risks associated with our investments in covenant-lite loans.
We have invested in and may in the future invest in or obtain significant exposure to covenant-lite loans, which means the obligations contain fewer maintenance covenants than other obligations, or no maintenance covenants, and may not include terms that allow the lender to monitor the financial performance of the borrower, including financial ratios, and declare a default if certain financial criteria are breached. While these loans may still contain other collateral protections, a covenant-lite loan may carry more risk than a covenant-heavy loan made by the same borrower as it does not require the borrower to provide affirmation that certain specific financial tests have been satisfied on a routine basis as is generally required under a covenant-heavy loan agreement. Generally, covenant-lite loans provide borrowers more freedom to negatively impact lenders because their covenants, if any, tend to be incurrence-based, which means they are only tested and can only be breached following an affirmative action of the borrower, rather than by a deterioration in the borrower’s financial condition. Our investment in or exposure to a covenant-lite loan may potentially hinder our ability to reprice credit risk associated with the issuer and reduce our ability to restructure a problematic loan and mitigate potential loss. As a result, our exposure to losses may be increased, which could result in an adverse impact on our revenues, net income and net asset value.
Second priority liens on collateral securing loans that we make to our portfolio companies may be subject to control by senior creditors with first priority liens. If there is a default, the value of the collateral may not be sufficient to repay in full both the first priority creditors and us.
Certain loans that we make are secured by a second priority security interest in the same collateral pledged by a portfolio company to secure senior debt owed by the portfolio company to commercial banks or other traditional lenders. Often the senior lender has procured covenants from the portfolio company prohibiting the incurrence of additional secured debt without the senior lender’s consent. Prior to and as a condition of permitting the portfolio company to borrow money from us secured by the same collateral pledged to the senior lender, the senior lender will require assurances that it will control the disposition of any collateral in the event of bankruptcy or other default. In many such cases, the senior lender will require us to enter into an intercreditor agreement prior to permitting the portfolio company to borrow from us. Typically the intercreditor agreements we will be requested to execute will expressly subordinate our debt instruments to those held by the senior lender and further provide that the senior lender shall control: (1) the commencement of foreclosure or other proceedings to liquidate and collect on the collateral; (2) the nature, timing, and conduct of foreclosure or other collection proceedings; (3) the amendment of any collateral document; (4) the release of the security interests in respect of any collateral; and (5) the waiver of defaults under any security agreement. Because of the control we may cede to senior lenders under intercreditor agreements we may enter, we may be unable to realize the proceeds of any collateral securing some of our loans.
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If the assets securing the loans that we make decrease in value, then we may lack sufficient collateral to cover losses.
There is a risk that the collateral securing our secured loans may decrease in value over time, may be difficult to sell in a timely manner, may be difficult to appraise, may be liquidated at a price lower than what we consider to be fair value and may fluctuate in value based upon the success of the business and market conditions, including as a result of the inability of a borrower to raise additional capital, which could materially and adversely affect our ability to recover our investment.
In addition, a substantial portion of the assets securing our investment may be in the form of intellectual property, inventory and equipment and, to a lesser extent, cash and accounts receivable. Intellectual property, if any, that is securing our loan could lose value if, among other things, the borrower’s rights to the intellectual property are challenged or if the borrower’s license to the intellectual property is revoked or expires. Inventory may not be adequate to secure our loan if our valuation of the inventory at the time that we made the loan was not accurate or if there is a reduction in the demand for the inventory.
Similarly, any equipment securing our loan may not provide us with the anticipated security if there are changes in technology or advances in new equipment that render the particular equipment obsolete or of limited value, or if the borrower fails to adequately maintain or repair the equipment. The residual value of the equipment at the time we would take possession may not be sufficient to satisfy the outstanding debt and we could experience a loss on the disposition of the equipment. Any one or more of the preceding factors could materially impair our ability to recover our investment in a foreclosure.
Our portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies.
Although our investments are primarily secured, some investments may be unsecured and subordinated to substantive amounts of senior indebtedness. The portfolio companies in which we invest usually have, or may be permitted to incur, other debt that ranks equally with, or senior to, the debt securities in which we invest. By their terms, such debt instruments may provide that the holders are entitled to receive payment of interest or principal on or before the dates on which we are entitled to receive payments in respect of the debt securities in which we invest. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio company, holders of debt instruments ranking senior to our investment in that portfolio company would typically be entitled to receive payment in full before we receive any distribution in respect of our investment. After paying senior creditors, the portfolio company may not have any remaining assets to use for repaying its obligation to us. In the case of debt ranking equally with debt securities in which we invest, we would have to share any distributions on an equal and ratable basis with other creditors holding such debt in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant portfolio company.
Additionally, certain loans that we make to portfolio companies may be secured on a second-priority basis by the same collateral securing senior secured debt of such companies. The first-priority liens on the collateral will secure the portfolio company’s obligations under any outstanding senior debt and may secure certain other future debt that may be permitted to be incurred by the portfolio company under the agreements governing the loans. The holders of obligations secured by first-priority liens on the collateral will generally control the liquidation of, and be entitled to receive proceeds from, any realization of the collateral to repay their obligations in full before us. In addition, the value of the collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. There can be no assurance that the proceeds, if any, from sales of all of the collateral would be sufficient to satisfy the loan obligations secured by the second-priority liens after payment in full of all obligations secured by the first-priority liens on the collateral. If such proceeds were not sufficient to repay amounts outstanding under the loan obligations secured by the second-priority liens, then, to the extent not repaid from the proceeds of the sale of the collateral, we will only have an unsecured claim against the portfolio company’s remaining assets, if any.
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The rights we may have with respect to the collateral securing the loans we make to our portfolio companies with senior debt outstanding may also be limited pursuant to the terms of one or more intercreditor agreements that we enter into with the holders of such senior debt, including in unitranche transactions. Under a typical intercreditor agreement, at any time that obligations that have the benefit of the first-priority liens are outstanding, any of the following actions that may be taken in respect of the collateral will be at the direction of the holders of the obligations secured by the first-priority liens:
• the ability to cause the commencement of enforcement proceedings against the collateral;
• the ability to control the conduct of such proceedings;
• the approval of amendments to collateral documents;
• releases of liens on the collateral; and
• waivers of past defaults under collateral documents.
We may not have the ability to control or direct such actions, even if our rights are adversely affected. In addition, a bankruptcy court may choose not to enforce an intercreditor agreement or other agreement with creditors.
We may also make unsecured loans to portfolio companies, meaning that such loans will not benefit from any interest in collateral of such companies. Liens on such portfolio companies’ collateral, if any, will secure the portfolio company’s obligations under its outstanding secured debt and may secure certain future debt that is permitted to be incurred by the portfolio company under its secured loan agreements. The holders of obligations secured by such liens will generally control the liquidation of, and be entitled to receive proceeds from, any realization of such collateral to repay their obligations in full before us. In addition, the value of such collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. There can be no assurance that the proceeds, if any, from sales of such collateral would be sufficient to satisfy our unsecured loan obligations after payment in full of all secured loan obligations. If such proceeds were not sufficient to repay the outstanding secured loan obligations, then our unsecured claims would rank equally with the unpaid portion of such secured creditors’ claims against the portfolio company’s remaining assets, if any.
We may also make subordinated investments that rank below other obligations of the obligor in right of payment. Subordinated investments are generally more volatile than secured loans and are subject to greater risk of default than senior obligations as a result of adverse changes in the financial condition of the obligor or in general economic conditions. If we make a subordinated investment in a portfolio company, the portfolio company may be highly leveraged, and its relatively high loan-to-value ratio may create increased risks that its operations might not generate sufficient cash flow to service all of its debt obligations.
Our portfolio may be exposed in part to one or more specific industries, which may subject us to a risk of significant loss in a particular investment or investments if there is a downturn in that particular industry.
Our portfolio may be exposed in part to one or more specific industries. A downturn in any particular industry in which we are invested could significantly impact the aggregate returns we realize. If an industry in which we have significant investments suffers from adverse business or economic conditions, as these industries have to varying degrees, a material portion of our investment portfolio could be affected adversely, which, in turn, could adversely affect our financial position and results of operations.
For example, as of December 31, 2025, our largest industry concentrations of our total investments at fair value were in the Finance and Insurance industry, which represented 15.1%; and Medical Devices industry, which represented approximately 10.0%. Therefore, we are susceptible to the economic circumstances and market conditions in these industries, and a downturn in one or more of these industries could have a material adverse effect on our results of operations and financial condition.
Our investments in the finance and insurance industry may be subject to certain risks, including risks related to complex federal and state laws governing such industry and the risk that regulatory authorities in the jurisdictions in which these products are offered will seek to regulate or restrict these products.
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Our investments in the medical devices industry may be subject to certain risks, including the risk that new legislation could have a material effect on the business and operations of some of our portfolio companies by increasing their compliance and other costs of doing business, requiring significant systems enhancements, or rendering their products or services less profitable or obsolete. In particular, the Food and Drug Administration (“FDA”), has established regulations, guidelines and policies to govern the development and approval of pharmaceuticals and medical devices, as have foreign regulatory authorities. Any change in regulatory requirements due to the adoption by the FDA and/or foreign regulatory authorities of new legislation, regulations, or policies may require some of our portfolio companies to amend existing clinical trial protocols or add new clinical trials to comply with these changes. Such amendments to existing protocols and/or clinical trial applications or the need for new ones, may significantly impact the cost, timing and completion of the clinical trials. Also, may have adverse effects on certain healthcare sub-sectors due to changes in payer-mix, patient volumes, as well as other changes to the current law.
We may invest in technology-related companies that do not have venture capital or private equity firms as equity investors, and these companies may entail a higher risk of loss than do companies with institutional equity investors, which could increase the risk of loss of our investment.
Our portfolio companies may require substantial additional equity financing to satisfy their continuing working capital and other cash requirements and, in most instances, to service the interest and principal payments on our investment. Portfolio companies that do not have venture capital or private equity investors may be unable to raise any additional capital to satisfy their obligations or to raise sufficient additional capital to reach the next stage of development. Portfolio companies that do not have venture capital or private equity investors may be less financially sophisticated and may not have access to independent members to serve on their boards, which means that they may be less successful than portfolio companies sponsored by venture capital or private equity firms. Accordingly, financing these types of companies may entail a higher risk of loss than would financing companies that are sponsored by venture capital or private equity firms. Further, a lack of IPO or M&A opportunities for private companies could cause some venture capital, institutional, and other sponsor firms to change their strategies, leading some of them to reduce funding to their portfolio companies and making it more difficult for such companies to access capital, which could adversely impact their operations and result in unrealized depreciation and realized losses in our investments in such portfolio companies.
We invest through joint ventures.
We hold a portion of our investments through certain joint ventures, including Senior Credit Corp and Direct Lending (the “Joint Ventures”), and may, from time to time, hold a portion of our investments through partnerships, joint ventures, securitization vehicles or other entities with third-party investors (collectively, “joint ventures”). Joint venture investments involve various risks, including the risk that we will not be able to implement investment decisions or exit strategies because of limitations on our control under applicable agreements with joint venture partners, the risk that a joint venture partner may become bankrupt or may at any time have economic or business interests or goals that are inconsistent with ours, the risk that a joint venture partner may be in a position to take action contrary to our objectives, the risk of liability based upon the actions of a joint venture partner and the risk of disputes or litigation with such partner and the inability to enforce fully all rights (or the incurrence of additional risk in connection with enforcement of rights) one partner may have against the other, including in connection with foreclosure on partner loans, because of risks arising under state law. In addition, we may, in certain cases, be liable for actions of our joint venture partners. The joint ventures in which we participate may sometimes be allocated investment opportunities that might have otherwise gone entirely to us or to our funds, which may reduce our return on equity or management fees, respectively. Additionally, our joint venture investments may be held on an unconsolidated basis and at times may be highly leveraged. Such leverage would not count toward the investment limits imposed on us by the 1940 Act.
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We are subject to risks associated with investing alongside other third parties.
We have invested in Joint Ventures and other entities and may in the future invest alongside third parties through additional joint ventures, partnerships or other entities. Such investments may involve risks not present in investments where a third party is not involved, including the possibility that such third party may at any time have economic or business interests or goals which are inconsistent with ours, or may be in a position to take action contrary to our investment objectives. In addition, we may in certain circumstances be liable for actions of such third party.
More specifically, joint ventures involve a third party that has approval rights over activity of the joint venture. The third party may take actions that are inconsistent with our interests. For example, the third party may decline to approve an investment for the joint venture that we otherwise want the joint venture to make. A joint venture may also use investment leverage which magnifies the potential for gain or loss on amounts invested. Generally, the amount of borrowing by the joint venture is not included when calculating our total borrowing and related leverage ratios and is not subject to asset coverage requirements imposed by the 1940 Act. If the activities of the joint venture were required to be consolidated with our activities because of a change in rules governing U.S. generally accepted accounting principles (“GAAP”) or SEC staff interpretations, it is likely that we would have to reorganize any such joint venture.
Our relationship with certain portfolio companies may expose us to our portfolio companies’ trade secrets and confidential information which may require us to be parties to non-disclosure agreements and restrict us from engaging in certain transactions.
Our relationship with some of our portfolio companies may expose us to our portfolio companies’ trade secrets and confidential information (including transactional data and personal data about their employees and clients) which may require us to be parties to non-disclosure agreements and restrict us from engaging in certain transactions. Unauthorized access or disclosure of such information may occur, resulting in theft, loss or other misappropriation. Any theft, loss, improper use, such as insider trading or other misappropriation of confidential information could have a material adverse impact on our competitive positions, our relationship with our portfolio companies and our reputation and could subject us to regulatory inquiries, enforcement and fines, civil litigation (which may cause us to incur significant expense or expose us to losses) and possible financial liability or costs.
Our investments in portfolio companies may expose us to environmental risks.
We may invest in portfolio companies that are subject to changing and increasingly stringent environmental and health and safety laws, regulations and permit requirements and environmental costs that could place increasing financial burdens on such portfolio entities. Required expenditures for environmental compliance may adversely impact investment returns on portfolio companies. The imposition of new environmental and other laws, regulations and initiatives could adversely affect the business operations and financial stability of such portfolio companies.
There can be no guarantee that all costs and risks regarding compliance with environmental laws and regulations can be identified. New and more stringent environmental and health and safety laws, regulations and permit requirements or stricter interpretations of current laws or regulations could impose substantial additional costs on our portfolio companies. Compliance with such current or future environmental requirements does not ensure that the operations of the portfolio companies will not cause injury to the environment or to people under all circumstances or that the portfolio companies will not be required to incur additional unforeseen environmental expenditures. Moreover, failure to comply with any such requirements could have a material adverse effect on a portfolio company, and we can offer no assurance that any such portfolio companies will at all times comply with all applicable environmental laws, regulations and permit requirements.
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The majority of our portfolio companies will need multiple rounds of additional financing to repay their debts to us and continue operations. Our portfolio companies may not be able to raise additional financing, which could harm our investment returns.
The majority of our portfolio companies will often require substantial additional equity financing to satisfy their continuing working capital and other cash requirements and, in most instances, to service the interest and principal payments on our investment. Each round of venture financing is typically intended to provide a company with only enough capital to reach the next stage of development. We cannot predict the circumstances or market conditions under which our portfolio companies will seek additional capital. It is possible that one or more of our portfolio companies will not be able to raise additional financing or may be able to do so only at a price or on terms unfavorable to us, either of which would negatively impact our investment returns. Some of these companies may be unable to obtain sufficient financing from private investors, public capital markets or traditional lenders. This may have a significant impact if the companies are unable to obtain certain federal, state or foreign agency approval for their products or the marketing thereof, or if regulatory review processes extend longer than anticipated, and the companies need continued funding for their operations during these times. Accordingly, financing these types of companies may entail a higher risk of loss than would financing companies that are able to utilize traditional credit sources.
If our portfolio companies are unable to commercialize their technologies, products, business concepts or services, the returns on our investments could be adversely affected.
The value of our investments in our portfolio companies may decline if they are not able to commercialize their technology, products, business concepts or services. Additionally, although some of our portfolio companies may already have a commercially successful product or product line at the time of our investment, information technology, e-commerce, life science, and energy technology-related products and services often have a more limited market or life span than products in other industries. Thus, the ultimate success of these companies often depends on their ability to continually innovate in increasingly competitive markets. If they are unable to do so, our investment returns could be adversely affected and their ability to service their debt obligations to us over the term of the loan could be impaired. Our portfolio companies may be unable to acquire or develop any new products successfully, and the intellectual property they currently hold may not remain viable. Even if our portfolio companies are able to develop commercially viable products, the market for new products and services is highly competitive and rapidly changing. Neither our portfolio companies nor we will have any control over the pace of technology development. Commercial success is difficult to predict, and the marketing efforts of our portfolio companies may not be successful.
If our portfolio companies are unable to protect their intellectual property rights, our business and prospects could be harmed, and if portfolio companies are required to devote significant resources to protecting their intellectual property rights, the value of our investment could be reduced.
Our future success and competitive position will depend in part upon the ability of our portfolio companies to obtain, maintain and protect proprietary technology used in their products and services. Our portfolio companies will rely, in part, on patent, trade secret, and trademark law to protect that technology, but competitors may misappropriate their intellectual property, and disputes as to ownership of intellectual property may arise. Portfolio companies may, from time to time, be required to institute litigation to enforce their patents, copyrights, or other intellectual property rights; protect their trade secrets; determine the validity and scope of the proprietary rights of others; or defend against claims of infringement. Such litigation could result in substantial costs and diversion of resources. Similarly, if a portfolio company is found to infringe or misappropriate a third-party’s patent or other proprietary rights, it could be required to pay damages to the third-party, alter its products or processes, obtain a license from the third-party, and/or cease activities utilizing the proprietary rights, including making or selling products utilizing the proprietary rights. Any of the foregoing events could negatively affect both the portfolio company’s ability to service our debt investment and the value of any related debt and equity securities that we own, as well as any collateral securing our investment.
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The lack of liquidity in our investments may adversely affect our business.
All or a substantial portion of our assets may be invested in illiquid securities, and a substantial portion of our investments in leveraged companies will be subject to legal and other restrictions on resale or will otherwise be less liquid than more broadly traded public securities. The illiquidity of these investments may make it difficult for us to sell such investments when desired. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we have previously recorded these investments. As a result, we do not expect to achieve liquidity in our investments in the near-term. However, to pay distributions to our stockholders and to maintain the election to be regulated as a BDC and qualify as a RIC, we may have to dispose of investments if we do not satisfy one or more of the applicable criteria under the respective regulatory frameworks. We may also face other restrictions on our ability to liquidate an investment in a portfolio company to the extent that we have material nonpublic information regarding such portfolio company or we become subject to trading restrictions under the internal trading policies of those companies as a result of applicable law or regulations.
Price declines and illiquidity in the corporate debt markets may adversely affect the fair value of our portfolio investments, reducing our net asset value through increased net unrealized depreciation.
As a BDC, we are required to carry our investments at market value or, if no market value is ascertainable, at fair value as determined in good faith by the Board. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, we use the pricing indicated by the external event to corroborate our valuation. We record decreases in the market values or fair values of our investments as unrealized depreciation. Declines in prices and liquidity in the corporate debt markets may result in significant net unrealized depreciation in our portfolio. The effect of all of these factors on our portfolio may reduce our net asset value by increasing net unrealized depreciation in our portfolio. Depending on market conditions, we could incur substantial realized losses and may suffer additional unrealized losses in future periods, which could have a material adverse effect on our business, financial condition and results of operations.
Our portfolio companies may prepay loans, which prepayment may reduce stated yields if capital returned cannot be invested in transactions with equal or greater expected yields.
The loans that will underlie our portfolio may be callable at any time, and many of them can be repaid with no premium to par. It is not clear at this time when or if any loan might be called. Whether a loan is called will depend both on the continued positive performance of the portfolio company and the existence of favorable financing market conditions that allow such company the ability to replace existing financing with less expensive capital. As market conditions change frequently, it is unknown when, and if, this may be possible for each portfolio company. Risks associated with owning loans include the fact that prepayments may occur at any time, sometimes without premium or penalty, and that the exercise of prepayment rights during periods of declining spreads could cause us to reinvest prepayment proceeds in lower-yielding instruments. In the case of some of these loans, having the loan called early may reduce our achievable yield if the capital returned cannot be invested in transactions with equal or greater expected yields, especially during periods of declining interest rates in the broader market.
To the extent original issue discount (“OID”) and PIK interest constitute a portion of our income, we will be exposed to typical risks associated with such income being required to be included in taxable and accounting income prior to receipt of cash representing such income.
Our investments may include OID and PIK instruments. To the extent OID and PIK constitutes a portion of our income, we will be exposed to typical risks associated with such income being required to be included in taxable and accounting income prior to receipt of cash, including the following:
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Our failure to make follow-on investments in our portfolio companies could impair the value of our portfolio.
Following an initial investment in a portfolio company, we may make additional investments in that portfolio company as “follow-on” investments in order to attempt to preserve or enhance the value of our initial investment. We have discretion to make follow-on investments, subject to the availability of capital resources and the provisions of the 1940 Act. Failure on our part to make follow-on investments may, in some circumstances, jeopardize the continued viability of a portfolio company and our initial investment, or may result in a missed opportunity for us to increase our participation in a successful operation. Even if we have sufficient capital to make a desired follow-on investment, we may elect not to make a follow-on investment because we may not want to increase our level of risk, because we prefer other opportunities or because we are inhibited by compliance with BDC requirements or the desire to maintain our RIC status.
Because we will not hold controlling equity interests in the majority of our portfolio companies, we may not be able to exercise control over our portfolio companies or prevent decisions by management of our portfolio companies, which could decrease the value of our investments.
We do not expect to hold controlling equity positions in the majority of our portfolio companies. Our debt investments may provide limited control features such as restrictions on the ability of a portfolio company to assume additional debt or to use the proceeds of our investment for other than certain specified purposes. “Control” under the 1940 Act is presumed at more than 25% equity ownership and may also be present at lower ownership levels where we provide managerial assistance. When we do not acquire a controlling equity position in a portfolio company, we may be subject to the risk that a portfolio company may make business decisions with which we disagree, and that the management and/or stockholders of a portfolio company may take risks or otherwise act in ways that are adverse to our interests. Due to the lack of liquidity of the debt and equity and equity-related investments that we typically hold in our portfolio companies, we may not be able to dispose of our investments in the event we disagree with the actions of a portfolio company and may therefore suffer a decrease in the value of our investments.
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Loans may become non-performing for a variety of reasons.
A loan or debt obligation may become non-performing for a variety of reasons. Such non-performing loans may require substantial workout negotiations or restructuring that may entail, among other things, a substantial reduction in the interest rate, a substantial write-down of the principal amount of the loan and/or the deferral of payments. In addition, such negotiations or restructuring may be quite extensive and protracted over time, and therefore may result in substantial uncertainty with respect to the ultimate recovery. We may also incur additional expenses to the extent that it is required to seek recovery upon a default on a loan or participate in the restructuring of such obligation. The liquidity for defaulted loans may be limited, and to the extent that defaulted loans are sold, it is highly unlikely that the proceeds from such sale will be equal to the amount of unpaid principal and interest thereon. In connection with any such defaults, workouts or restructuring, although we exercise voting rights with respect to an individual loan, we may not be able to exercise votes in respect of a sufficient percentage of voting rights with respect to such loan to determine the outcome of such vote.
Defaults by our portfolio companies will harm our operating results.
A portfolio company’s failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially, termination of its loans and foreclosure on its assets. This could trigger cross-defaults under other agreements and jeopardize such portfolio company’s ability to meet its obligations under the debt or equity securities that we hold. We may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms, which may include the waiver of certain financial covenants, with a defaulting portfolio company. In addition, we have invested in and may in the future invest in or obtain significant exposure to “covenant-lite” loans. Generally, covenant-lite loans provide borrower companies more freedom to negatively impact lenders because their covenants are incurrence-based, which means they are only tested and can only be breached following an affirmative action of the borrower, rather than by a deterioration in the borrower’s financial condition. Accordingly, because we invest in and have exposure to covenant-lite loans, we may have fewer rights against a borrower and may have a greater risk of loss on such investments as compared to investments in or exposure to loans with financial maintenance covenants.
Further, many of our investments will likely have a principal amount outstanding at maturity, which could result in a substantial loss to us if the borrower is unable to refinance or repay.
Inflation may adversely affect the business, results of operations and financial condition of our portfolio companies.
Certain of our portfolio companies may be impacted by inflation. If such portfolio companies are unable to pass any increases in their costs along to their customers, it could adversely affect their results and impact their ability to pay interest and principal on our loans. In addition, any projected future decreases in our portfolio companies’ operating results due to inflation could adversely impact the fair value of those investments. Any decreases in the fair value of our investments could result in future unrealized losses and therefore reduce our net assets resulting from operations. See “—We are exposed to risks associated with changes in interest rates, including the current rising interest rate environment.”
The disposition of our investments may result in contingent liabilities.
A significant portion of our investments may involve private securities. In connection with the disposition of an investment in private securities, we may be required to make representations about the business and financial affairs of the portfolio company typical of those made in connection with the sale of a business. We may also be required to indemnify the purchasers of such investment to the extent that any such representations turn out to be inaccurate or with respect to potential liabilities. These arrangements may result in contingent liabilities that ultimately result in funding obligations that we must satisfy through our return of distributions previously made to us.
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We may not realize gains from our equity and equity-related investments.
We have made, and may in the future, make investments that include warrants or other equity or equity-related securities. In addition, we have made, and may from time to time make, non-control, equity co-investments in companies in conjunction with private equity sponsors. Our goal is ultimately to realize gains upon our disposition of such equity and equity-related interests. However, the equity and equity-related interests we receive may not appreciate in value and, in fact, may decline in value. Accordingly, we may not be able to realize gains from our equity and equity-related interests, and any gains that we do realize on the disposition of any equity and equity-related interests may not be sufficient to offset any other losses we experience. We also may be unable to realize any value if a portfolio company does not have a liquidity event, such as a sale of the business, recapitalization or public offering, which would allow us to sell the underlying equity interests. We often seek puts or similar rights to give us the right to sell our equity and equity-related securities back to the portfolio company issuer. We may be unable to exercise these put rights for the consideration provided in our investment documents if the issuer is in financial distress.
We may be subject to additional risks if we engage in hedging transactions and/or invest in foreign securities.
The 1940 Act generally requires that 70% of our investments be in issuers each of whom, in addition to other requirements, is organized under the laws of, and has its principal place of business in, any state of the United States, the District of Columbia, Puerto Rico, the Virgin Islands or any other possession of the United States. Our investment strategy does not contemplate a significant number of investments in securities of non-U.S. companies. We expect that these investments would focus on the same investments that we make in U.S. growth-oriented companies and, accordingly, would be complementary to our overall strategy and enhance the diversity of our holdings.
Investing in foreign companies may expose us to additional risks not typically associated with investing in U.S. companies. These risks include changes in exchange control regulations, political and social instability, expropriation, imposition of foreign taxes (potentially at confiscatory levels), currency fluctuations, less liquid markets, less available information than is generally the case in the U.S., higher transaction costs, less government supervision of exchanges, brokers and issuers, less developed bankruptcy laws, difficulty in enforcing contractual obligations, lack of uniform accounting and auditing standards and greater price volatility.
Although we expect that all or substantially all of our investments will be U.S. dollar denominated, any investments denominated in a foreign currency will be subject to the risk that the value of a particular currency will change in relation to one or more other currencies. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation and political developments. Even where our investments are U.S. dollar denominated, the revenues and cost of such non-U.S. companies may be more subject to currency fluctuations that could negatively impact the financial results of such companies and their ability to repay us or impair the value of their equity. As discussed below, we may employ hedging techniques to minimize these risks, but we cannot assure you that such strategies will be effective or without risk to us.
To the extent that these investments are denominated in a foreign currency, we may engage in hedging transactions. Engaging in either hedging transactions or investing in foreign securities would entail additional risks to our stockholders. We may, for example, use instruments such as interest rate swaps, caps, collars and floors, forward contracts or currency options or borrow under a credit facility in foreign currencies to minimize our foreign currency exposure. In each such case, we generally would seek to hedge against fluctuations of the relative values of our portfolio positions from changes in market interest rates or currency exchange rates. Hedging against a decline in the values of our portfolio positions would not eliminate the possibility of fluctuations in the values of such positions or prevent losses if the values of the positions declined. However, such hedging could establish other positions designed to gain from those same developments, thereby offsetting the decline in the value of such portfolio positions. Such hedging transactions could also limit the opportunity for gain if the values of the underlying portfolio positions increased. Moreover, it might not be possible to hedge against an exchange rate or interest rate fluctuation that was so generally anticipated that we would not be able to enter into a hedging transaction at an acceptable price.
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Rule 18f-4 under the 1940 Act (Rule 18f-4") requires BDCs that use derivatives to comply with certain value-at-risk (“VaR”) leverage limits, a derivatives risk management program and board oversight and reporting requirements. These requirements will apply unless the BDC qualifies as a “limited derivatives user,” as defined in Rule 18f-4. We currently operate as a “limited derivatives user” which may limit our ability to use derivatives and/or enter into certain other financial contracts. The regulation of derivatives transactions and funds that engage in such transactions is an evolving area of law and is subject to modification by government and judicial action.
Rule 18f-4 also permits us to enter into reverse repurchase agreements or similar financing transactions notwithstanding the senior security provision of the 1940 Act if we aggregate the amount of indebtedness associated with our reverse repurchase agreements or similar financing transactions with the aggregate amount of any other senior securities representing indebtedness when calculating the asset coverage ratios as discussed herein. In addition, under the “delayed-settlement securities” provision of Rule 18f-4, we are permitted to invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, and the transaction will be deemed not to involve a senior security under the 1940 Act, provided that (i) we intend to physically settle the transaction and (ii) the transaction will settle within 35 days of its trade date. We may otherwise engage in such transaction as a “derivatives transaction” for purposes of compliance with the rule. Furthermore, we are permitted to enter into an unfunded commitment agreement, and such unfunded commitment agreement will not be subject to the asset coverage requirements under the 1940 Act if we reasonably believe, at the time we enter into such agreement, that we will have sufficient cash and cash equivalents to meet our obligations with respect to all such agreements as they come due. We cannot predict the effects of these requirements.
We may be subject to risks related to bank impairments or failures either directly or through our portfolio companies, which, in turn, could indirectly impact our performance and results of operations.
In March 2023, the U.S. Federal Deposit Insurance Corporation (“FDIC”) took control of Silicon Valley Bank and Signature Bank, and in May 2023, the FDIC took control of First Republic Bank due to liquidity concerns. The impairment or failure of one or more banks with whom any of our portfolio companies transact may inhibit the ability of our portfolio companies to access depository accounts, investment accounts or credit facilities at such banks, which, in turn, may cause them to default on their debt obligations to us, resulting in impacts to our performance. In the event of such a failure of a banking institution where one or more of our portfolio companies holds depository accounts, access to such accounts could be restricted and FDIC protection may not be available for balances in excess of amounts insured by the FDIC. In such instances, our affected portfolio companies may not be able to recover such excess, uninsured amounts, and they may not be able to cure any defaults. Additionally, unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events could prevent us from increasing our investments and harm business, financial condition, operating results and prospects. We closely monitor activity in the banking sector as it relates to any of our borrowers and continually assess any potential indirect impact to us as a result of the same.
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Risks Related to an Investment in Our Common Stock
Investing in our common stock may involve an above-average degree of risk.
The investments we make in accordance with our investment objective may result in a higher amount of risk than alternative investment options and a higher risk of volatility or loss of principal. Our investments in portfolio companies may be highly speculative and aggressive and, therefore, an investment in our common stock may not be suitable for someone with lower risk tolerance.
We may not be able to pay distributions, our distributions may not grow over time and/or a portion of our distributions may be a return of capital.
We intend to pay distributions to our stockholders out of assets legally available for distribution. We cannot assure you that we will achieve investment results that will allow us to sustain a specified level of cash distributions or make periodic increases in cash distributions. Our ability to pay distributions might be adversely affected by, among other things, the impact of one or more of the risk factors described herein. If we declare a dividend, and if enough stockholders opt to receive cash distributions rather than participate in our distribution reinvestment plan, we may be forced to sell some of our investments in order to make cash dividend payments. In addition, the inability to satisfy the asset coverage test applicable to us as a BDC could limit our ability to pay distributions. All distributions will be paid at the discretion of the Board and will depend on our earnings, our financial condition, maintenance of our RIC status, compliance with applicable BDC regulations and such other factors as the Board may deem relevant from time to time. We cannot assure you that we will pay distributions to our stockholders.
When we make distributions, we will be required to determine the extent to which such distributions are paid out of current or accumulated earnings and profits. Distributions in excess of current and accumulated earnings and profits will be treated as a non-taxable return of capital to the extent of a stockholder’s adjusted tax basis in our stock and, assuming that a stockholder holds our stock as a capital asset, thereafter as a capital gain. Any amount treated as a return of capital will reduce a stockholder’s adjusted tax basis our stock, thereby increasing the stockholder’s potential gain or reducing the stockholder’s potential loss on the subsequent sale or other disposition of our stock.
Provisions of the Maryland General Corporation Law (the “MGCL”) and our Charter and Bylaws could deter takeover attempts and have an adverse effect on the price of our common stock.
The MGCL and our Charter and Bylaws contain provisions that may discourage, delay or make more difficult a change in control of us or the removal of our directors. We are subject to the Maryland Business Combination Act, subject to any applicable requirements of the 1940 Act. The Board has adopted a resolution exempting from the Maryland Business Combination Act any business combination between us and any other person, subject to prior approval of such business combination by the Board, including approval by a majority of our independent directors. If the resolution exempting business combinations is repealed or the Board does not approve a business combination, the Maryland Business Combination Act may discourage third parties from trying to acquire control of us and increase the difficulty of consummating such an offer. In addition, we may amend our Bylaws to be subject to the Maryland Control Share Acquisition Act, but only if the Board determines that it would be in our best interests, including in light of the Board’s fiduciary obligations, applicable federal and state laws, and the particular facts and circumstances surrounding the Board’s decision. If such conditions are met, and we amend our Bylaws to repeal the exemption from the Maryland Control Share Acquisition Act, the Maryland Control Share Acquisition Act also may make it more difficult for a third party to obtain control of us and increase the difficulty of consummating such a transaction.
We have adopted certain measures that may make it difficult for a third-party to obtain control of us, including provisions of our Charter classifying the Board in three staggered terms and authorizing the Board to classify or reclassify shares of our capital stock in one or more classes or series and to cause the issuance of additional shares of our stock. These provisions, as well as other provisions of our Charter and Bylaws, may delay, defer or prevent a transaction or a change in control that might otherwise be in the best interests of our stockholders.
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Our Bylaws include an exclusive forum selection provision, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other agents.
Our Bylaws require that, unless we consent in writing to the selection of an alternative forum, the Circuit Court for Baltimore City (or, if that court does not have jurisdiction, the United States District Court for the District of Maryland, Northern Division) shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company (ii) any action asserting a claim of breach of any standard of conduct or legal duty owed by any of the Company’s director, officer or other agent to the Company or to its stockholders, (iii) any action asserting a claim arising pursuant to any provision of the MGCL or the Charter or the Bylaws (as either may be amended from time to time), or (iv) any action asserting a claim governed by the internal affairs doctrine.
This exclusive forum selection provision in our Bylaws will not apply to claims arising under the federal securities laws, including the Securities Act and the Exchange Act. There is uncertainty as to whether a court would enforce such a provision, and investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. In addition, this provision may increase costs for stockholders in bringing a claim against us or our directors, officers or other agents. Any investor purchasing or otherwise acquiring our shares is deemed to have notice of and consented to the foregoing provision.
The exclusive forum selection provision in our Bylaws may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other agents, which may discourage lawsuits against us and such persons. It is also possible that, notwithstanding such exclusive forum selection provision, a court could rule that such provision is inapplicable or unenforceable. If this occurred, we may incur additional costs associated with resolving such action in another forum, which could materially adversely affect our business, financial condition and results of operations.
We cannot assure you that a market for our common stock will continue, which would adversely affect the liquidity and price of our common stock.
Our common stock began trading on the Nasdaq Global Select Market under the symbol “TRIN” on January 29, 2021. We cannot assure you that an active trading market can be sustained. In addition, the price of our common stock may be volatile and we cannot predict the prices at which our common stock will trade. During 2025, the closing price of our common stock ranged from a low of $13.53 to a high of $16.56. Shares of closed-end investment companies, including BDCs, frequently trade at a discount from their net asset value and our stock may also be discounted in the market. This characteristic of closed-end investment companies is separate and distinct from the risk that our net asset value per share of common stock may decline. We cannot predict whether our common stock will trade at, above or below net asset value. In addition, if our common stock trades below its net asset value, we will generally not be able to sell additional shares of our common stock to the public at its market price without first obtaining the approval of a majority of our stockholders (including a majority of our unaffiliated stockholders) and our independent directors for such issuance.
A stockholder’s interest in us will be diluted if additional shares of our common stock are issued in the future, which could reduce the overall value of an investment in us.
Our stockholders do not have preemptive rights to purchase any shares we issue in the future. Our charter authorizes us to issue up to 200 million shares of common stock. Pursuant to our charter, a majority of our entire Board may amend our charter to increase the number of shares of common stock we may issue without stockholder approval. If we raise additional funds by issuing shares or senior securities convertible into, or exchangeable for, shares, then the percentage ownership of our stockholders at that time will decrease and they will experience dilution, including upon the exercise of such convertible securities. Depending upon the terms and pricing of any future offerings and the value of our investments, stockholders’ may also experience dilution in the book value and fair value of their shares.
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Under the 1940 Act, we generally are prohibited from issuing or selling our common stock at a price below net asset value per share, which may be a disadvantage as compared with certain public companies. We may, however, sell our common stock, or warrants, options, or rights to acquire our common stock, at a price below the current net asset value of our common stock if our Board and independent directors determine that such sale is in our best interests and the best interests of our stockholders, and our stockholders, including a majority of those stockholders that are not affiliated with us, approve such sale. We may from time to time seek such approval so that we have the flexibility to issue up to 25% of our then outstanding shares of common stock at a price below the current net asset value per share. In any such case, the price at which our securities are to be issued and sold may not be less than a price that, in the determination of our Board, closely approximates the fair value of such securities (less any distributing commission or discount).
If we were to issue or sell shares of our common stock at a price below our net asset value per share, such sales would result in an immediate dilution to our net asset value per share and pose a risk of dilution to our stockholders. In particular, stockholders who do not purchase additional shares at or below such discounted price in proportion to their current ownership will experience an immediate decrease in net asset value per share (as well as in the aggregate net asset value of their shares if they do not participate at all). These stockholders will also experience a disproportionately greater decrease in their participation in our earnings and assets and their voting power than the increase we experience in our assets, potential earning power and voting interests from such issuance or sale. In addition, such issuances or sales may adversely affect the price at which our common stock trades. Because the number of shares of common stock that could be so issued and the timing of any issuance is not currently known, the actual dilutive effect cannot be predicted.
Sales of substantial amounts of our common stock in the public market may have an adverse effect on the market price of our common stock.
Sales of substantial amounts of our common stock, or the perception that such sales could occur, could adversely affect the prevailing market prices for our common stock. If this occurs, it could impair our ability to raise additional capital through the sale of equity securities should we desire to do so. We cannot predict what effect, if any, future sales of securities, or the availability of securities for future sales, will have on the market price of our common stock prevailing from time to time.
The market value of our common stock may fluctuate significantly.
The market value and liquidity, if any, of the market for shares of our common stock may be significantly affected by numerous factors, some of which are beyond our control and may not be directly related to our operating performance. These factors include:
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If we issue preferred stock or convertible debt securities, the net asset value of our common stock may become more volatile.
We cannot assure you that the issuance of preferred stock and/or additional convertible debt securities would result in a higher yield or return to the holders of our common stock. The issuance of preferred stock or additional convertible debt would likely cause the net asset value of our common stock to become more volatile. If the dividend rate on the preferred stock, or the interest rate on the convertible debt securities, were to approach the net rate of return on our investment portfolio, the benefit of such leverage to the holders of our common stock would be reduced. If the dividend rate on the preferred stock, or the interest rate on the convertible debt securities, were to exceed the net rate of return on our portfolio, the use of leverage would result in a lower rate of return to the holders of common stock than if we had not issued the preferred stock or convertible debt securities. Any decline in the net asset value of our investment would be borne entirely by the holders of our common stock. Therefore, if the market value of our portfolio were to decline, the leverage would result in a greater decrease in net asset value to the holders of our common stock than if we were not leveraged through the issuance of preferred stock or debt securities. This decline in net asset value would also tend to cause a greater decline in the market price, if any, for our common stock.
There is also a risk that, in the event of a sharp decline in the value of our net assets, we would be in danger of failing to maintain required asset coverage ratios, which may be required by the preferred stock or convertible debt, or our current investment income might not be sufficient to meet the dividend requirements on the preferred stock or the interest payments on the debt securities. In order to counteract such an event, we might need to liquidate investments in order to fund the redemption of some or all of the preferred stock or convertible debt. In addition, we would pay (and the holders of our common stock would bear) all costs and expenses relating to the issuance and ongoing maintenance of the preferred stock, debt securities, convertible debt, or any combination of these securities. Holders of preferred stock or convertible debt may have different interests than holders of common stock and may at times have disproportionate influence over our affairs.
Stockholders may experience dilution in the net asset value of their shares if they do not participate in our distribution reinvestment plan and if our shares are trading at a discount to net asset value.
All distributions declared in cash payable to stockholders that are participants in our distribution reinvestment plan will generally be automatically reinvested in shares of our common stock if the investor does not elect to opt out of the plan. As a result, stockholders that opt out of our distribution reinvestment plan may experience accretion to the net asset value of their shares if our shares are trading at a premium to net asset value and dilution if our shares are trading at a discount to net asset value. The level of accretion or discount would depend on various factors, including the proportion of our stockholders who participate in the plan, the level of premium or discount at which our shares are trading and the amount of the distribution payable to stockholders.
Risks Related to the Notes and the Series A Notes
The Notes and the Series A Notes are unsecured and therefore are effectively subordinated to any secured indebtedness we have currently incurred or may incur in the future.
The Notes and the Series A Notes are not secured by any of our assets or any of the assets of our subsidiaries. As a result, the Notes and the Series A Notes are effectively subordinated, or junior, to any secured indebtedness or other obligations we or our subsidiaries have currently incurred, including under the KeyBank Credit Facility and the KeyBank Secured Term Loan Facility, and may incur in the future (or any indebtedness that is initially unsecured that we later secure) to the extent of the value of the assets securing such indebtedness. In any liquidation, dissolution, bankruptcy or other similar proceeding, the holders of any of our existing or future secured indebtedness and the secured indebtedness of our subsidiaries may assert rights against the assets pledged to secure that indebtedness in order to receive full payment of their indebtedness before the assets may be used to pay other creditors, including the holders of the Notes and the Series A Notes. Secured indebtedness, including the indebtedness under the KeyBank Credit Facility and the KeyBank Secured Term Loan Facility, is effectively senior to the Notes and the Series A Notes to the extent of the value of the assets securing such indebtedness.
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The Notes and the Series A Notes are structurally subordinated to the indebtedness and other liabilities of our subsidiaries.
The respective indentures under which the Notes were issued contain limited protection for holders of such notes.
The respective indentures under which the Notes were issued offer limited protection to holders of such notes. The respective terms of such indentures and the Notes do not restrict our or any of our subsidiaries’ ability to engage in, or otherwise be a party to, a variety of corporate transactions, circumstances or events that could have an adverse impact on an investment in the Notes. In particular, the terms of such indentures and the Notes do not place any restrictions on our or our subsidiaries’ ability to:
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In addition, under the indenture governing the March 2029 Notes and September 2029 Notes, we are not required to offer to purchase the March 2029 Notes or September 2029 Notes in connection with a change of control or any other event. See “We may not be able to repurchase the August 2026 Notes, the December 2026 Notes, the July 2030 Notes or the Series A Notes upon a Change of Control Repurchase Event.”
Furthermore, the Notes and the terms of their respective indentures do not protect holders of such notes in the event that we experience changes (including significant adverse changes) in our financial condition, results of operations or credit ratings, as they do not require that we or our subsidiaries adhere to any financial tests or ratios or specified levels of net worth, revenues, income, cash flow, or liquidity.
Our ability to recapitalize, incur additional debt and take a number of other actions that are not limited by the terms of the Notes may have important consequences for the holders of such Notes, including making it more difficult for us to satisfy our obligations with respect to the Notes or negatively affecting the trading value of the Notes to the extent such a trading market develops for such Notes.
Certain of our current debt instruments include more protections for their holders than the Notes, including under the respective indentures of such notes. In addition, other debt we issue or incur in the future could contain more protections for its holders than the Notes, including under the respective indentures of such notes, including additional covenants and events of default. The issuance or incurrence of any such debt with incremental protections could affect the market for and trading levels and prices of the Notes to the extent such a market develops for such notes.
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If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the Notes and/or the Series A Notes.
Any default under the agreements governing our indebtedness or under other indebtedness to which we may be a party, that is not waived by the required lenders or holders and the remedies sought by the holders of such indebtedness could make us unable to pay principal, premium, if any, and interest on the Notes and/or the Series A Notes and substantially decrease the market value of any such notes.
If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our indebtedness, we could be in default under the terms of the agreements governing such indebtedness. In the event of such default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, the lenders under our current indebtedness or other debt we may incur in the future could elect to terminate their commitments, cease making further loans and institute foreclosure proceedings against our assets, and we could be forced into bankruptcy or liquidation.
If our operating performance declines, we may in the future need to seek to obtain waivers from the required lenders or holders under the agreements governing our indebtedness, or other indebtedness that we may incur in the future, to avoid being in default. If we breach our covenants under the agreements governing our indebtedness and seek a waiver, we may not be able to obtain a waiver from the required lenders or holders. If this occurs, we would be in default and our lenders or debt holders could exercise their rights as described above, and we could be forced into bankruptcy or liquidation.
If we are unable to repay debt, lenders having secured obligations, including under the KeyBank Credit Facility and the KeyBank Secured Term Loan Facility, could proceed against the collateral securing the debt. Because the KeyBank Credit Facility , the KeyBank Secured Term Loan Facility, and the Note Purchase Agreement each have, and any future debt will likely have, customary cross-default and cross-acceleration provisions, if the indebtedness thereunder or under any future credit facility is accelerated, we may be unable to repay or finance the amounts due.
The optional redemption provision under the respective indentures of the Notes and the Note Purchase Agreement of the Series A Notes may materially adversely affect a holder’s return on such notes.
The Notes and the Series A Notes are redeemable at our option in accordance with the provisions of the respective indentures or Note Purchase Agreement, as applicable. We may choose to redeem the Notes or the Series A Notes at times when prevailing interest rates are lower than the interest rate paid on such notes. In this circumstance, the holders thereof may not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as that of such notes being redeemed. Refer to “Note 5 – Borrowings” in the notes to our consolidated financial statements included in this Annual Report on Form 10-K for additional information.
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We may not be able to repurchase the August 2026 Notes, the December 2026 Notes, the July 2030 Notes or the Series A Notes upon a Change of Control Repurchase Event.
Upon the occurrence of a Change of Control Repurchase Event (as defined in the respective indenture that governs the August 2026 Notes, the December 2026 Notes and the July 2030 Notes, or the Note Purchase Agreement that governs the Series A Notes), subject to certain conditions, we will be required to offer to repurchase all outstanding August 2026 Notes, December 2026 Notes, July 2030 Notes or Series A Notes, as applicable, at 100% of their principal amount, plus accrued and unpaid interest. The source of funds for such purchase of such notes, as applicable, will be our available cash or cash generated from our operations or other potential sources, including borrowings, investment repayments, sales of assets or sales of equity. We cannot assure you that sufficient funds from such sources will be available at the time of any Change of Control Repurchase Event to make required repurchases of such notes tendered, as applicable. Before making any such repurchase of such notes, as applicable, we would also have to comply with certain requirements under the KeyBank Credit Facility and/or any future credit facility, as applicable, to the extent such requirements remain in effect at such time, or otherwise obtain consent from the lenders under the KeyBank Credit Facility and/or any future credit facility, as applicable. Our future debt instruments also may contain similar restrictions and provisions. If the holders of the August 2026 Notes, December 2026 Notes, July 2030 Notes and/or the Series A Notes, as applicable, exercise their right to require us to repurchase all of such notes upon a Change of Control Repurchase Event, the financial effect of this repurchase could cause a default under our existing or future debt instruments, even if the Change of Control Repurchase Event itself would not cause a default. It is possible that we will not have sufficient funds at the time of the Change of Control Repurchase Event to make the required repurchase of the August 2026 Notes, the December 2026 Notes, the July 2030 Notes, the Series A Notes and/or our other debt, as applicable.
There is no active public trading market for the August 2026 Notes, the December 2026 Notes, the July 2030 Notes or the Series A Notes; as a result, a holder may not be able to resell any of such notes.
There currently is no active public trading market for the August 2026 Notes, the December 2026 Notes, the July 2030 Notes and the Series A Notes. We do not currently intend to apply for listing of any such notes on any securities exchange or for quotation of any such notes on any automated dealer quotation system. If no active trading market develops, a holder may not be able to resell any at their fair market value or at all. If any of such notes are traded after their initial issuance, they may trade at a discount from their initial offering price depending on prevailing interest rates, the market for similar securities, our credit ratings, general economic conditions, our financial condition, performance and prospects and other factors. If a market is made for any of such notes, any such market-making may be discontinued at any time. In addition, any market-making activity, if any, will be subject to limits imposed by law. Accordingly, we can provide no assurance that a liquid trading market, if any, will develop for such notes, that a holder will be able to sell any of such notes at a particular time, or that the price a holder may receive when it sells any of such notes will be favorable. To the extent an active trading market does not develop, the liquidity and trading price for such notes may be harmed. Accordingly, a holder may be required to bear the financial risk of an investment in such notes for an indefinite period of time.
The March 2029 Notes and September 2029 Notes are listed on the Nasdaq Global Select Market under the symbols “TRINZ” and “TRINI,” respectively. We cannot provide any assurances that an active trading market will be maintained for the March 2029 Notes or September 2029 Notes, that a holder will be able to sell its March 2029 Notes or September 2029 Notes, or that the price a holder may receive when it sells its March 2029 Notes or September 2029 Notes will be favorable. The March 2029 Notes and/or September 2029 Notes may trade at a discount from their initial offering price depending on prevailing interest rates, the market for similar securities, our credit ratings, general economic conditions, our financial condition, performance and prospects and other factors. The underwriters of the public offering of the March 2029 Notes and September 2029 Notes have advised us that they intend to make a market in the March 2029 Notes and September 2029 Notes, but they are not obligated to do so. Such underwriters may discontinue any market-making in the March 2029 Notes or September 2029 Notes at any time at their sole discretion.
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A downgrade, suspension or withdrawal of the credit rating assigned by a rating agency to us, the Notes and/or the Series A Notes, if any, or changes in the debt markets, could cause the liquidity and/or market value of the Notes and/or the Series A Notes to decline significantly.
Any credit ratings assigned to us, the Notes and/or the Series A Notes are an assessment by rating agencies of our ability to pay our obligations when due. Consequently, real or anticipated changes to any such credit ratings will generally affect the liquidity and/or market value of the Notes and/or the Series A Notes. These credit ratings, however, may not reflect the potential impact of risks related to market conditions generally or other factors discussed herein that could impact the liquidity and/or market value of the Notes and/or the Series A Notes.
If an investment grade rating is not maintained with respect to the Series A Notes, pursuant to the terms in the Note Purchase Agreement, additional interest of 1.00% per annum will accrue on the Series A Notes until such time that the conditions described in the Note Purchase Agreement are no longer continuing. An explanation of the significance of a credit rating may be obtained from the rating agency.
Generally, rating agencies base their ratings on such material and information, and such of their own investigations, studies and assumptions, as they deem appropriate. Any such credit ratings should be evaluated independently from similar ratings of other securities or companies. Credit ratings are not a recommendation to buy, sell or hold any security, and may be subject to revision or withdrawal at any time by the issuing organization in its sole discretion. There can be no assurance that a credit rating will remain for any given period of time.
U.S. Federal Income Tax Risks
We will be subject to U.S. federal income tax at corporate rates if we are unable to qualify or maintain qualification as a RIC under Subchapter M of the Code.
We have elected to be treated, and intend to qualify annually, as a RIC under Subchapter M of the Code; however, no assurance can be given that we will be able to qualify for and maintain RIC status. To qualify for RIC tax treatment under the Code and to be relieved of U.S. federal taxes on income and gains distributed to our stockholders, we must meet certain requirements, including source-of-income, asset-diversification and annual distribution requirements. The annual distribution requirement applicable to RICs generally is satisfied if we timely distribute at least 90% of our net ordinary income and net short-term capital gains in excess of net long-term capital losses, if any, to our stockholders on an annual basis. To the extent we use debt financing, we will be subject to certain asset coverage ratio requirements under the 1940 Act and may be subject to financial covenants under loan and credit agreements, each of which could, under certain circumstances, restrict us from making annual distributions necessary to receive RIC tax treatment. If we are unable to obtain cash from other sources, we may fail to qualify to be taxed as a RIC and, thus, may be subject to U.S. federal income tax on our entire taxable income at corporate tax rates without regard to any distributions made by us. In order to be taxed as a RIC, we must also meet certain asset-diversification requirements at the end of each calendar quarter. Failure to meet these tests may result in our having to dispose of certain investments quickly in order to prevent the loss of RIC status. Because most of our investments are in private or thinly traded public companies, any such dispositions could be made at disadvantageous prices and may result in substantial losses. If we fail to be taxed as a RIC for any reason and become subject to U.S. federal income tax at corporate rates, the resulting taxes could substantially reduce our net assets, the amount of income available for distributions to stockholders and the amount of our distributions and the amount of funds available for new investments. Such a failure would have a material adverse effect on us and our stockholders.
We cannot predict how new tax legislation will affect us, our investments, or our stockholders, and any such legislation could adversely affect our business.
Legislative or other actions relating to taxes could have a negative effect on us. The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process and by the Internal Revenue Service and the U.S. Treasury Department. The likelihood of any such legislation being enacted is uncertain, but new legislation and any U.S. Treasury regulations, administrative interpretations or court decisions interpreting such legislation could significantly and negatively affect our ability to qualify for tax treatment as a RIC or the U.S. federal income tax consequences to us and our investors of such qualification or could have other adverse consequences. Investors are urged to consult with their tax advisor regarding tax legislative, regulatory, or administrative developments and proposals and their potential effect on an investment in our common stock.
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We may have difficulty paying our required distributions if we recognize income before, or without, receiving cash representing such income.
For U.S. federal income tax purposes, we may be required to recognize taxable income in circumstances in which we do not receive a corresponding payment in cash. For example, since we will likely hold debt obligations that are treated under applicable tax rules as having OID (such as debt instruments with PIK, secondary market purchases of debt securities at a discount to par, interest or, in certain cases, increasing interest rates or debt instruments that were issued with warrants), we must include in income each year a portion of the OID that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. We may also have to include in income other amounts that we have not yet received in cash, such as unrealized appreciation for foreign currency forward contracts and deferred loan origination fees that are paid after origination of the loan or are paid in non-cash compensation such as warrants or stock. Furthermore, we may invest in non-U.S. corporations (or other non-U.S. entities treated as corporations for U.S. federal income tax purposes) that could be treated under the Code and U.S. Treasury regulations as “passive foreign investment companies” and/or “controlled foreign corporations.” The rules relating to investment in these types of non-U.S. entities are designed to ensure that U.S. taxpayers are either, in effect, taxed currently (or on an accelerated basis with respect to corporate-level events) or taxed at increased tax rates at distribution or disposition. In certain circumstances this could require us to recognize income where we do not receive a corresponding payment in cash.
Unrealized appreciation on derivatives, such as foreign currency forward contracts, may be included in taxable income while the receipt of cash may occur in a subsequent period when the related contract expires. Any unrealized depreciation on investments that the foreign currency forward contracts are designed to hedge are not currently deductible for tax purposes. This can result in increased taxable income whereby we may not have sufficient cash to pay distributions or we may opt to retain such taxable income and pay a 4% nondeductible U.S. federal excise tax. In such cases we could still rely upon the “spillback provisions” to maintain RIC tax treatment.
We anticipate that a portion of our income may constitute OID or other income required to be included in taxable income prior to receipt of cash. Further, we may elect to amortize market discounts with respect to debt securities acquired in the secondary market and include such amounts in our taxable income in the current year, instead of upon disposition, as an election not to do so would limit our ability to deduct interest expenses for U.S. federal income tax purposes. Because any OID or other amounts accrued will be included in our investment company taxable income for the year of the accrual, we may be required to make a distribution to our shareholders in order to satisfy the Annual Distribution Requirement, even if we will not have received any corresponding cash amount. As a result, we may have difficulty meeting the Annual Distribution Requirement necessary to maintain RIC tax treatment under the Code. We may have to sell some of our investments at times and/or at prices we would not consider advantageous, raise additional debt or equity capital, make a partial share distribution, or forgo new investment opportunities for this purpose. If we are not able to obtain cash from other sources, and choose not to make a qualifying share distribution, we may fail to qualify for RIC tax treatment and thus become subject to U.S. federal income tax at corporate tax rates.
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We may choose to pay a portion of our distributions in our own stock, in which case you may be required to pay tax in excess of the cash you receive.
We may distribute taxable distributions that are payable in part in our stock. In accordance with certain applicable Treasury regulations and a revenue procedure issued by the IRS, a publicly offered RIC may treat a distribution of its own stock as fulfilling its RIC distribution requirements if each stockholder may elect to receive his or her entire distribution in either cash or stock of the RIC, subject to a limitation that the aggregate amount of cash to be distributed to all stockholders must be at least 20% of the aggregate declared distribution. A "publicly offered RIC" is a RIC whose shares are (i) continuously offered pursuant to a public offering, (ii) regularly traded on an established securities market, or (iii) held by at least 500 persons at all times during the taxable year. If too many stockholders elect to receive cash, the cash available for distribution must be allocated among the shareholders electing to receive cash (with the balance of the distribution paid in stock). In no event will any stockholder, electing to receive cash, receive the lesser of (a) the portion of the distribution such shareholder has elected to receive in cash or (b) an amount equal to his or her entire distribution times the percentage limitation on cash available for distribution. If these and certain other requirements are met, for U.S. federal income tax purposes, the amount of the dividend paid in stock will be equal to the amount of cash that could have been received instead of stock. Taxable stockholders receiving such distributions will be required to include the full amount of the dividend as ordinary income (or as long-term capital gain or qualified dividend income to the extent such distribution is properly reported as such) to the extent of our current and accumulated earnings and profits for U.S. federal income tax purposes.
As a result of receiving distributions in the form of our common stock, a U.S. stockholder may be required to pay tax with respect to such distributions in excess of any cash received. If a U.S. stockholder sells the stock such stockholder receives as a dividend in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price of our stock at the time of the sale. Furthermore, with respect to non-U.S. stockholders, we may be required to withhold U.S. federal tax with respect to such distributions, including in respect of all or a portion of such dividend that is payable in shares of our common stock. In addition, if a significant number of our stockholders determine to sell shares of our stock in order to pay taxes owed on distributions, it may put downward pressure on the trading price of shares of our common stock.
General Risk Factors
From time-to-time, capital markets may experience periods of disruption and instability, including as experienced during recent years. From time to time, the U.S. capital markets have experienced extreme volatility and disruption, as evidenced by the volatility in global stock markets as a result of, among other things, supply chain disruptions, interest rate and inflation rate environments, tariffs and global trade negotiations, and the fluctuating price of commodities such as oil. Despite actions of the U.S. federal government and foreign governments, these types of events contribute to unpredictable general economic conditions that materially and adversely impact the broader financial and credit markets and reduce the availability of debt and equity capital for the market as a whole. These conditions could continue for a prolonged period of time or worsen in the future.
Given the ongoing and dynamic nature of market disruption and instability, it is difficult to predict the full impact of these conditions on our business. The extent of any such impact will depend on future developments, which are highly uncertain.
During any such periods of market disruptions and instabilities, we and other companies in the financial services sector may have limited access, if available, to alternative markets for debt and equity capital. Equity capital may be difficult to raise because, subject to some limited exceptions that apply to us as a BDC, we are generally not be able to issue additional shares of our common stock at a price less than net asset value without first obtaining approval for such issuance from our stockholders and our independent directors. From time to time, we may seek approval from our stockholders so that we have the flexibility to issue up to 25% of our then outstanding shares of our common stock at a price below net asset value.
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Volatility and dislocation in the capital markets can also create a challenging environment in which to raise or access debt capital, and our ability to incur indebtedness (including by issuing preferred stock) is limited by applicable regulations such that our asset coverage (as defined in the 1940 Act) must equal at least 150% immediately after each time we incur indebtedness. The reappearance of market disruptions and/or illiquidity for any substantial length of time could make it difficult to extend the maturity of or refinance our existing indebtedness or obtain new indebtedness with similar terms and any failure to do so could have a material adverse effect on our business. The debt capital that will be available to us in the future, if at all, may be at a higher cost and on less favorable terms and conditions than what we currently experience, including being at a higher cost in rising rate environments. If we are unable to raise or refinance debt, then our equity investors may not benefit from the potential for increased returns on equity resulting from leverage and we may be limited in our ability to make new commitments or to fund existing commitments to our portfolio companies. An inability to extend the maturity of, or refinance, our existing indebtedness or obtain new indebtedness could have a material adverse effect on our business, financial condition or results of operations.
Significant disruption or volatility in the capital markets may also have a negative effect on the valuations of our investments and on the potential for liquidity events involving these investments. While most of our investments are not publicly traded, applicable accounting standards require us to assume as part of our valuation process that our investments are sold in a principal market to market participants (even if we plan on holding an investment through its maturity). As a result, volatility in the capital markets can adversely affect our investment valuations.
Significant disruption or volatility in the capital markets may also affect the pace of our investment activity and the potential for liquidity events involving our investments. The illiquidity of our investments may make it difficult for us to sell such investments to access capital if required and to value such investments. Consequently, we may realize significantly less than the value at which we carry our investments. An inability to raise capital, and any required sale of our investments for liquidity purposes, could have a material adverse impact on our business, financial condition or results of operations. In addition, a prolonged period of market illiquidity may cause us to reduce the volume of loans and debt securities we originate and/or fund and adversely affect the value of our portfolio investments, which could have a material and adverse effect on our business, financial condition, results of operations and cash flows.
Global economic, political and market conditions, including uncertainty about the financial stability of the United States, could have a significant adverse effect on our business, financial condition and results of operations.
Downgrades by rating agencies to the U.S. government’s credit rating or concerns about its credit and deficit levels in general could cause interest rates and borrowing costs to rise, which may negatively impact both the perception of credit risk associated with our debt portfolio and our ability to access the debt markets on favorable terms. In addition, a decreased U.S. government credit rating, any default by the U.S. government on its obligations, or any prolonged U.S. government shutdown could create broader financial turmoil and uncertainty, which may weigh heavily on our financial performance and the value of our common stock.
Deterioration in the economic conditions in the Eurozone and other regions or countries globally and the resulting instability in global financial markets may pose a risk to our business. Financial markets have been affected at times by a number of global macroeconomic events. Several European Union countries have faced budget issues, some of which may have negative long-term effects for the economies of those countries and other EU countries. In addition, the fiscal policy of large foreign nations, may have a severe impact on the worldwide and U.S. financial markets. Additionally, trade wars and volatility in the U.S. repo market, the U.S. high yield bond markets, the global stock markets and global markets for commodities may affect other financial markets worldwide. In addition, while governments worldwide may use stimulus measures to reduce volatility in the financial markets, volatility may return as such measures phase out, and the long-term impacts of such stimulus on fiscal policy and inflation remain unknown. We cannot predict the effects of these or similar events in the future on the U.S. and global economies and securities markets or on our investments. We monitor developments in economic, political and market conditions and seek to manage our investments in a manner consistent with achieving our investment objective, but there can be no assurance that we will be successful in doing so.
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Conflicts between countries and in regions, such as between Russia and Ukraine and in the Middle East, and resulting market volatility, could also adversely affect the Company’s business, operating results, and financial condition. The extent and duration or escalation of such conflicts, resulting sanctions and resulting future market disruptions are impossible to predict, but could be significant. Any disruptions resulting from such conflicts and any future conflict (including cyberattacks, espionage or the use or threatened use of nuclear weapons) or resulting from actual or threatened responses to such actions could cause disruptions to any of our portfolio companies located in Europe or the Middle East or that have substantial business relationships with companies in affected regions. It is not possible to predict the duration or extent of longer-term consequences of these conflicts, which could include further sanctions, retaliatory and escalating measures, embargoes, regional instability, geopolitical shifts and adverse effects on or involving macroeconomic conditions, the energy sector, supply chains, inflation, security conditions, currency exchange rates and financial markets around the globe. Any such market disruptions could affect our portfolio companies’ operations and, as a result, could have a material adverse effect on our business, financial condition and results of operations.
Any public health emergency, including outbreaks of existing or new epidemic diseases, or the threat thereof, and the resulting financial and economic market uncertainty could have a significant adverse impact on us and the fair value of our investments and our portfolio companies.
The extent of the impact of any public health emergency on our and our portfolio companies’ operational and financial performance will depend on many factors, including the duration and scope of such public health emergency, the actions taken by governmental authorities to contain its financial and economic impact, the extent of any related travel advisories and restrictions implemented, the impact of such public health emergency on overall supply and demand, goods and services, investor liquidity, consumer confidence and levels of economic activity and the extent of its disruption to important global, regional and local supply chains and economic markets, all of which are highly uncertain and cannot be predicted. In addition, our and our portfolio companies’ operations may be significantly impacted, or even temporarily or permanently halted, as a result of government quarantine measures, voluntary and precautionary restrictions on travel or meetings and other factors related to a public health emergency, including its potential adverse impact on the health of any of our or our portfolio companies’ personnel. This could create widespread business continuity issues for us and our portfolio companies.
These factors may also cause the valuation of our investments to differ materially from the values that we may ultimately realize. Our valuations, and particularly valuations of private investments and private companies, are inherently uncertain, may fluctuate over short periods of time and are often based on estimates, comparisons and qualitative evaluations of private information. As a result, our valuations may not show the completed or continuing impact and the resulting measures taken in response thereto. Any public health emergency, including outbreak of existing or new epidemic diseases, or the threat thereof, and the resulting financial and economic market uncertainty could have a significant adverse impact on us and the fair value of our investments and our portfolio companies.
We are subject to risks related to corporate social responsibility.
Our business faces increasing public scrutiny related to social responsibility. We risk damage to our brand and reputation if we fail to act responsibly in a number of areas, such as diversity and inclusion, environmental stewardship, corporate governance and transparency and considering corporate social responsibility factors in our investment processes. Adverse incidents with respect to corporate social responsibility activities could impact the value of our brand, the cost of our operations and relationships with investors, all of which could adversely affect our business and results of operations. At the same time, different stakeholder groups have divergent views on corporate social responsibility matters, which increases the risk that any action or lack thereof with respect to corporate social responsibility matters will be perceived negatively by at least some stakeholders and may adversely impact our reputation and business. If we do not successfully manage corporate social responsibility-related expectations across these varied stakeholder interests, it could erode stakeholder trust, impact our reputation and constrain our business.
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If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, stockholders could lose confidence in our financial and other public reporting, which could harm our business and the trading price of our common stock.
Effective internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation could cause us to fail to meet our reporting obligations. In addition, any testing by us conducted in connection with Section 404 of the Sarbanes-Oxley Act of 2002, or the subsequent testing by our independent registered public accounting firm (when undertaken, as noted below), may reveal deficiencies in our internal controls over financial reporting that are deemed to be significant deficiencies, material weaknesses or that may require prospective or retroactive changes to our consolidated financial statements or identify other areas for further attention or improvement. Inferior internal controls could also cause investors and lenders to lose confidence in our reported financial information, which could have a negative effect on the trading price of our common stock.
There are significant financial and other resources necessary to comply with the requirements of being a public entity.
We are subject to the reporting requirements of the Exchange Act and certain requirements of the Sarbanes-Oxley Act. These requirements may place a strain on our systems and resources. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting, which are discussed below. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal controls, significant resources and management oversight will be required. We have implemented procedures, processes, policies and practices for the purpose of addressing the standards and requirements applicable to public companies. These activities may divert management’s attention from other business concerns, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. We incur significant additional annual expenses related to these steps and, among other things, directors’ and officers’ liability insurance, director fees, reporting requirements of the SEC, transfer agent fees, additional administrative expenses, increased auditing and legal fees and similar expenses.
We may experience fluctuations in our operating results.
We may experience fluctuations in our operating results due to a number of factors, including our ability or inability to make investments in companies that meet our investment criteria, the interest rate payable on the debt securities we acquire, the default rate on such securities, the level of our expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which we encounter competition in our markets and general economic conditions. These occurrences could have a material adverse effect on our results of operations, the value of your investment in us and our ability to pay distributions to you and our other shareholders.
Changes in laws or regulations governing our operations may adversely affect our business or cause us to alter our business strategy.
We and our portfolio companies are subject to laws and regulations at the local, state, and federal levels. These laws and regulations, as well as their interpretation, could change from time to time, including as the result of interpretive guidance or other directives from the U.S. President and others in the executive branch, and new laws, regulations and interpretations could also come into effect.
Changes to the laws and regulations governing our permitted investments may require a change to our investment strategy. Such changes could differ materially from our strategies and plans as set forth in this report and may shift our investment focus from the areas of expertise of our management team and investment professionals. Thus, any such changes, if they occur, could have a material adverse effect on our results of operations and the value of an investment in us.
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Over the last several years, there also has been an increase in regulatory attention to the extension of credit outside of the traditional banking sector, raising the possibility that some portion of the non-bank financial sector will be subject to new regulation. While it cannot be known at this time whether any regulation will be implemented or what form it will take, increased regulation of non-bank credit extension could negatively impact our operations, cash flows or financial condition, impose additional costs on us, intensify the regulatory supervision of us or otherwise adversely affect our business, financial condition and results of operations.
The outcome of the U.S. presidential, congressional and other elections creates significant uncertainty with respect to the legal, tax and regulatory regime in which we and our portfolio companies will operate.
Changes in the composition of the U.S. government following an election could result in changes to U.S. and non-U.S. fiscal, tax and other policies, as well as the global financial markets generally. Any significant changes in economic policy, the regulation of the asset management industry, international trade policy and/or tax law, among other things, could have a material adverse impact on us and our investments. General fluctuations in the market prices of securities and interest rates could affect our investment opportunities and the value of our investments. We could also be affected by difficult conditions in the capital markets and any overall weakening of the financial services industry. Ongoing disruptions in the global credit markets could affect issuers’ ability to pay debts and obligations on a timely basis. If defaults occur, we could lose both invested capital in, and anticipated profits from, any affected investments.
While the current U.S. administration has signaled a reduced emphasis on regulation, past U.S. administrations supported an enhanced regulatory agenda. Changes in regulation can impose greater costs on certain sectors, including financial services, or otherwise impact the competitive environment for obligors, which could adversely impact us and our clients.
Changes to U.S. tariff and import/export regulations may have a negative effect on our portfolio companies and, in turn, harm us.
The U.S. government has indicated its intent, made proposals and taken actions to alter its approach to international trade policy and in some cases to renegotiate, or potentially terminate, existing bilateral or multi-lateral trade agreements and treaties with foreign countries. Some foreign governments, including China, have instituted retaliatory tariffs on certain U.S. goods. These developments, or the perception that more of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the United States. Any of these factors could depress economic activity and restrict our portfolio companies’ access to suppliers or customers and have a material adverse effect on their business, financial condition and results of operations, which in turn would negatively impact us.
There is uncertainty as to further actions that may be taken under the current U.S. presidential administration with respect to U.S. trade policy. Further governmental actions related to the imposition of tariffs or other trade barriers, or changes to international trade agreements or policies, could further increase costs, decrease margins, reduce the competitiveness of products and services offered by current and future portfolio companies and adversely affect the revenues and profitability of companies whose businesses rely on goods imported from outside of the United States.
Financial regulatory changes in the United States could adversely affect our business.
The financial services industry continues to be the subject of heightened regulatory scrutiny in the United States. There has been active debate over the appropriate extent of regulation and oversight of investment funds and their managers. We may be adversely affected as a result of new or revised regulations imposed by the SEC or other U.S. governmental regulatory authorities or self-regulatory organizations that supervise the financial markets. We also may be adversely affected by changes in the interpretation or enforcement of existing laws and regulations by these governmental authorities and self-regulatory organizations. Further, new regulations or interpretations of existing laws may result in enhanced disclosure obligations which could negatively affect us and materially increase our regulatory burden. Increased regulations generally increase our costs, and we could continue to experience higher costs if new laws require us to spend more time or buy new technology to comply effectively.
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Conversely, potential deregulation of the banking industry in the United States, including a rollback of existing regulatory requirements, could adversely affect the private credit industry and, consequently, our investment strategy, portfolio performance and overall returns. The U.S. private credit market has grown significantly in part due to legislation that took effect following the 2008-2009 financial crisis that imposed onerous capital and lending requirements on banks, limiting their ability to extend credit to borrowers. If such requirements are reduced or removed, competition for lending opportunities would likely increase, and our ability to deploy capital effectively could be negatively impacted.
Any changes in the regulatory framework applicable to our business, including the changes described above, may impose additional compliance and other costs, increase regulatory investigations of investment activities, require the attention of our senior management, affect the manner in which we conduct our business and adversely affect our profitability. The full extent of the impact on us of any new laws, regulations or initiatives that may be proposed is impossible to determine.
Terrorist attacks, acts of war, global health emergencies, or extreme weather conditions or other natural disasters, including as a result of global climate change, may impact the businesses in which we invest and harm our business, operating results and financial condition.
Terrorist acts, acts of war, global health emergencies, or extreme weather conditions or other natural disasters, including as a result of global climate change, may disrupt our operations, as well as the operations of the businesses in which we invest. Such acts have created, and continue to create, economic and political uncertainties and have contributed to global economic instability. Future terrorist activities, military or security operations, global health emergencies, or extreme weather conditions or other natural disasters, including as a result of global climate change, could further weaken the domestic/global economies and create additional uncertainties, which may negatively impact the businesses in which we invest directly or indirectly and, in turn, could have a material adverse impact on our business, operating results and financial condition. Losses from terrorist attacks, global health emergencies, and extreme weather conditions or other natural disasters are generally uninsurable. The nature and level of extreme weather conditions or other natural disasters cannot be predicted and may be exacerbated by global climate change.
Internal and external cybersecurity threats, as well as other disasters, may adversely affect our business or the business of our portfolio companies by impairing the ability to conduct business effectively.
Cybersecurity incidents and cyber-attacks have been occurring globally at a more frequent and severe level, and will likely continue to increase in frequency in the future. The occurrence of a disaster, such as a cyber-attack against us or against a third party that has access to our data or networks, a natural catastrophe, an industrial accident, failure of our disaster recovery systems, or consequential employee error, could have an adverse effect on our ability to communicate or conduct business, negatively impacting our operations and financial condition. This adverse effect can become particularly acute if those events affect our electronic data processing, transmission, storage, and retrieval systems, or impact the availability, integrity, or confidentiality of our data.
We, and our portfolio companies, depend heavily upon computer systems to perform necessary business functions. Despite our implementation of a variety of security measures, our computer systems, networks, and data, like those of other companies, could be subject to cyber-attacks and unauthorized access, use, alteration, or destruction, such as from physical and electronic break-ins or unauthorized tampering. If one or more of these events occurs, it could potentially jeopardize the confidential, proprietary, and other information processed, stored in, and transmitted through our computer systems and networks. Such an attack could cause interruptions or malfunctions in our operations, which could result in financial losses, litigation, regulatory penalties, client dissatisfaction or loss, reputational damage, and increased costs associated with mitigation of damages and remediation.
Third parties with which we do business may also be sources of cybersecurity or other technological risk. We outsource certain functions, and these relationships allow for the storage and processing of our information, as well as client, counterparty, employee, and borrower information. While we engage in actions to reduce our exposure resulting from outsourcing, ongoing threats may result in unauthorized access, loss, exposure, destruction, or other cybersecurity incidents that adversely affects our data, resulting in increased costs and other consequences as described above.
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Moreover, the increased use of mobile and cloud technologies due to the proliferation of remote work could heighten these and other operational risks as certain aspects of the security of such technologies may be complex and unpredictable. Reliance on mobile or cloud technology or any failure by mobile technology and cloud service providers to adequately safeguard their systems and prevent cyber-attacks could disrupt our operations, the operations of a portfolio company or the operations of our or their service providers and result in misappropriation, corruption or loss of personal, confidential or proprietary information or the inability to conduct ordinary business operations. In addition, there is a risk that encryption and other protective measures may be circumvented, particularly to the extent that new computing technologies increase the speed and computing power available. An extended period of remote working, whether by us, our portfolio companies, or our third-party providers, could strain technology resources and introduce operational risks, including heightened cybersecurity risk. Remote working environments may be less secure and more susceptible to hacking attacks, including phishing and social engineering attempts. Accordingly, the risks described above are heightened under current conditions.
In addition, cybersecurity has become a top priority for global lawmakers and regulators, and some jurisdictions have proposed or enacted laws requiring companies to notify regulators and individuals of data security breaches involving certain types of personal data. Compliance with such laws and regulations may result in cost increases due to system changes and the development of new administrative processes. If we fail to comply with the relevant and increasing laws and regulations, we could suffer financial losses, a disruption of our businesses, liability to investors, regulatory intervention or reputational damage.
We could also suffer losses in connection with updates to, or the failure to timely update, information systems and technology. Our portfolio companies and obligors also rely on data processing systems and the secure processing, storage and transmission of information, including payment and health information. A disruption or compromise of these systems could have a material adverse effect on the value of these businesses.
Technological innovations and industry disruptions, including those related to artificial intelligence and machine learning, may negatively impact us.
Technological innovations, including artificial intelligence and machine learning and similar tools and technologies that collect, aggregate, analyze or generate data or other materials, or collectively, AI, and its current and potential future applications including in the private investment and financial industries, as well as the legal and regulatory frameworks within which AI operates, continue to rapidly evolve. Recent technological advances in AI pose risks to the Company and our portfolio investments. The Company and our portfolio investments could also be exposed to the risks of AI if third-party service providers or any counterparties, whether or not known to the Company, also use AI in their business activities. We and our portfolio companies may not be in a position to control the use of AI technology in third-party products or services. Use of AI could include the input of confidential information in contravention of applicable policies, contractual or other obligations or restrictions, resulting in such confidential information becoming part accessible by other third-party AI applications and users. While we do not currently use AI to make investment recommendations, the use of AI could also exacerbate or create new and unpredictable risks to our business and the business of our portfolio companies, including by potentially significantly disrupting the markets in which we and our portfolio companies operate or subjecting us and our portfolio companies to increased competition and regulation, which could materially and adversely affect business, financial condition or results of operations of us and our portfolio companies. In addition, the use of AI by bad actors could heighten the sophistication and effectiveness of cyber and security attacks experienced by us and our portfolio companies. Independent of its context of use, AI technology is generally highly reliant on the collection and analysis of large amounts of data, and it is not possible or practicable to incorporate all relevant data into the model that AI technology utilizes to operate. Certain data in such models will inevitably contain a degree of inaccuracy and error—potentially materially so—and could otherwise be inadequate or flawed, which would be likely to degrade the effectiveness of AI technology. To the extent that we or our portfolio investments are exposed to the risks of AI use, any such inaccuracies or errors could have adverse impacts on the Company or our investments. AI technology and its applications, including in the private investment and financial sectors, continue to develop rapidly, and it is impossible to predict the future risks that may arise from such developments.
In addition, many jurisdictions have passed or are considering laws and regulations concerning artificial intelligence, the impact of which is unknown. Any of the foregoing factors could have a material and adverse effect on us and/or our portfolio companies. Technological innovations, including AI and machine learning and their applications, including in the private investment and financial sectors, continue to develop rapidly, and it is impossible to predict the future risks that may arise from such developments.
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Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Cybersecurity Program Overview
Board Oversight of Cybersecurity Risks
Management's Role in Cybersecurity Risk Management
Assessment of Cybersecurity Risk
The potential impact of risks from cybersecurity threats are assessed on an ongoing basis, and how such risks could materially affect our business strategy, operational results, and financial condition are regularly evaluated.
Item 2. Properties
We do not own any real estate or other physical properties materially important to our operations. Currently, we lease office space in Phoenix, Arizona for our corporate headquarters. We also lease office space in San Diego, California and London, United Kingdom. We believe that our office facilities are suitable and adequate for our business as it is contemplated to be conducted.
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Item 3. Legal Proceedings
We are not currently subject to any material legal proceedings, nor, to our knowledge, are any material legal proceedings threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. Furthermore, third parties may seek to impose liability on us in connection with the activities of our portfolio companies. Our business is also subject to extensive regulation, which may result in regulatory proceedings against us. While the outcome of any future legal or regulatory proceedings cannot be predicted with certainty, we do not expect that any such future proceedings will have a material effect upon our financial condition or results of operations.
Item 4. Mine Safety Disclosures
Not Applicable.
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Table of Contents
PART II: OTHER INFORMATION
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Common Stock
Our common stock began trading on the Nasdaq Global Select Market (“Nasdaq”) on January 29, 2021 under the symbol “TRIN” in connection with our IPO, which closed on February 2, 2021. Since our IPO, our common stock has traded at prices both above and below our net asset value per share.
The following table sets forth the net asset value per share of our common stock, the range of high and low closing sales prices of our common stock reported on Nasdaq, the closing sales price as a premium (discount) to net asset value and the dividends declared by us in each fiscal quarter since we began trading on Nasdaq. On February 23, 2026, the last reported closing sales price of our common stock on Nasdaq was $
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Price Range |
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|
|
|||||||||
Class and Period |
|
Net Asset Value(1) |
|
|
High |
|
|
Low |
|
|
High Sales Price Premium (Discount) to Net Asset Value(2) |
|
Low Sales Price Premium (Discount) to Net Asset Value(2) |
|
Cash Dividend Per Share(3) |
|
|
||||||||||
Year Ending December 31, 2026 |
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|
|
|
|
|
|
|
|
|
|
||||||
First Quarter (through February 23, 2026) |
|
* |
|
|
$ |
|
|
$ |
|
|
* |
|
|
|
* |
|
|
|
* |
|
|
||||||
Year Ending December 31, 2025 |
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
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||||||
Fourth Quarter |
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
% |
|
|
|
% |
|
$ |
0.51 |
|
|
|||||
Third Quarter |
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
% |
|
|
|
% |
|
$ |
0.51 |
|
|
|||||
Second Quarter |
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
% |
|
|
|
% |
|
$ |
0.51 |
|
|
|||||
First Quarter |
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
% |
|
|
|
% |
|
$ |
0.51 |
|
|
|||||
Year Ending December 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Fourth Quarter |
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
% |
|
|
( |
) |
% |
|
$ |
0.51 |
|
|
||||
Third Quarter |
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
% |
|
|
|
% |
|
$ |
0.51 |
|
|
|||||
Second Quarter |
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
% |
|
|
|
% |
|
$ |
0.51 |
|
|
|||||
First Quarter |
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
% |
|
|
|
% |
|
$ |
0.51 |
|
|
|||||
* |
Not determined at time of filing. |
69
Table of Contents
Shares of BDCs may trade at a market price that is less than the value of the net assets attributable to those shares. At times, our shares of common stock have traded at prices both above and below our net asset value per share. The possibility that our shares of common stock will trade at a discount from net asset value per share or at premiums that are unsustainable over the long term are separate and distinct from the risk that our net asset value per share will decrease. It is not possible to predict whether our common stock will trade at, above, or below net asset value per share.
Distribution Reinvestment Plan
Our amended and restated distribution reinvestment plan (“DRIP”) provides for the reinvestment of distributions in the form of common stock on behalf of our stockholders, unless a stockholder has elected to receive distributions in cash. As a result, if we declare a cash distribution (net of applicable withholding tax), our stockholders who have not “opted out” of the DRIP by the opt out date will have their cash distribution automatically reinvested into additional shares of our common stock. The share requirements of the DRIP may be satisfied through the issuance of common shares or through open market purchases of common shares by the DRIP plan administrator. Newly issued shares will be valued based upon the final closing price of our common stock on the valuation date determined for each distribution by the Board.
Our DRIP is administered by our transfer agent on behalf of our record holders and participating brokerage firms. Brokerage firms and other financial intermediaries may decide not to participate in our DRIP but may provide a similar distribution reinvestment plan for their clients. Issuances under the plan are not subject to the registration requirements of the Securities Act. During 2025, 2024, and 2023, we issued 94,569, 90,245 and 165,962 shares, respectively, of common stock to stockholders in connection with the dividend reinvestment plan.
Issuer Purchases of Equity Securities
On November 7, 2024, the Board authorized a stock repurchase plan permitting the Company to repurchase up to $30.0 million of the Company’s common stock (the “2024 Repurchase Program”). Under the 2024 Repurchase Program, the Company did not repurchase common stock during the years ended December 31, 2025 and 2024. The 2024 Share Repurchase Program expired on November 7, 2025, and was not renewed.
Distribution Policy
In order to be subject to tax as a RIC, we must distribute to our stockholders, in respect of each taxable year, dividends for U.S. federal income tax purposes of an amount generally at least equal to the Annual Distribution Requirement. Upon satisfying this requirement in respect of a taxable year, we generally will not be subject to corporate taxes on any income we distribute to our stockholders as dividends for U.S. federal income tax purposes.
However, as a RIC we will be subject to a 4% nondeductible U.S. federal excise tax on certain undistributed income and gains unless we make distributions treated as dividends for U.S. federal income tax purposes in a timely manner to our stockholders in respect of each calendar year of an amount at least equal to the Excise Tax Avoidance Requirement. We will not be subject to this excise tax on any amount on which we incurred U.S. federal corporate income tax (such as the tax imposed on a RIC’s retained net capital gains). Depending on the level of taxable income earned in a taxable year, we may choose to carry over taxable income in excess of current taxable year distributions treated as dividends for U.S. federal income tax purposes from such taxable income into the next taxable year and incur a 4% excise tax on such taxable income, as required. The maximum amount of excess taxable income that may be carried over for distribution in the next taxable year under the Code is the total amount of distributions treated as dividends for U.S. federal income tax purposes paid in the following taxable year, subject to certain declaration and payment guidelines. To the extent we choose to carry over taxable income into the next taxable year, distributions declared and paid by us in a taxable year may differ from our taxable income for that taxable year as such distributions may include the distribution of current taxable year taxable income, the distribution of prior taxable year taxable income carried over into and distributed in the current taxable year, or returns of capital.
We can offer no assurance that we will achieve results that will permit the payment of any cash distributions and, if we issue senior securities, we will be prohibited from making distributions if doing so causes us to fail to maintain the asset coverage ratios stipulated by the 1940 Act or if distributions are limited by the terms of any of our borrowings. Our ability to make distributions will be limited by the asset coverage requirements under the 1940 Act. See “Item 1. Business— Regulation.”
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Our Board maintains a variable distribution policy with the objective of making distributions in an amount that approximates 90-100% of our taxable quarterly income or potential annual income for a particular taxable year.
Unregistered Sales of Equity Securities
During the year ended December 31, 2025, we issued 94,569 shares of common stock for a total of approximately $1.4 million under the DRIP. During the year ended December 31, 2024, we issued 90,245 shares of common stock for a total of approximately $1.3 million under the DRIP.
On January 15, 2026, we issued 21,953 shares of our common stock pursuant to our distribution reinvestment plan, which related to the dividend declared on December 17, 2025. These issuances were not subject to the registration requirements of the Securities Act.
Stock Performance Graph
The following stock performance graph compares the cumulative stockholder return of an investment in our common stock, the NASDAQ Financial 100 Index, the S&P 500 and the S&P BDC Index. The graph measures total shareholder return, which takes into account both changes in stock price and distributions. It assumes that distributions paid are reinvested in like securities prior to any tax effect.
The stock price performance included in the above performance graph is based on historical data and is not necessarily indicative of future stock performance. The performance graph and other information furnished under Part II. Item 5 of this Form 10-K shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act.
Item 6. [Reserved]
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Table of Contents
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Except where the context suggests otherwise, the terms “we,” “us,” “our,” and “the Company” refer to Trinity Capital Inc. and its consolidated subsidiaries. The information contained in this section should be read in conjunction with our consolidated financial statements and related notes thereto appearing elsewhere in this Annual Report on Form 10‑K.
This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under the section entitled “Item 1A. Risk Factors.” Please also see the section entitled “Cautionary Note Regarding Forward-Looking Statements.”
Overview
We are a specialty lending company providing debt, including loans, equipment financings and asset-based lending, to growth-oriented companies, including institutional investor-backed companies. We are an internally managed, closed-end, non-diversified management investment company that has elected to be regulated as a BDC under the 1940 Act. We have elected to be treated, and intend to qualify annually, as a RIC under Subchapter M of the Code for U.S. federal income tax purposes. As a BDC and a RIC, we are required to comply with certain regulatory requirements.
Our investment objective is to generate current income and, to a lesser extent, capital appreciation through our investments across five distinct vertical markets. We seek to achieve our investment objective by making investments consisting primarily of term loans, equipment financings and asset-based lending and, to a lesser extent, working capital loans, equity and equity-related investments. In addition, we may obtain warrants or contingent exit fees at funding from many of our portfolio companies, providing an additional potential source of investment returns. We generally are required to invest at least 70% of our total assets in qualifying assets in accordance with the 1940 Act but may invest up to 30% of our total assets in non-qualifying assets, as permitted by the 1940 Act.
We target investments in growth-oriented companies, which are typically private companies, including institutional investor-based companies. We define “growth-oriented companies” as companies that have significant ownership and active participation by sponsors, such as institutional investors or private equity firms, and expected annual revenues of up to $100 million. Subject to the requirements of the 1940 Act, we are not limited to investing in any particular industry or geographic area and seek to invest in under-financed segments of the private credit markets.
Our loans generally may have initial interest-only periods of up to 36 months, and our equipment financings generally begin amortizing immediately. Our loans and equipment financings generally have a total term of up to 60 months. These investments are typically secured by a blanket first position lien, a specific asset lien on mission-critical assets and/or a blanket second position lien. We may also make a limited number of direct equity and equity-related investments in conjunction with our debt investments. We target growth-oriented companies that have recently issued equity to raise cash to offset potential cash flow needs related to projected growth, have achieved positive cash flow to cover debt service, or have institutional investors committed to providing additional funding. A loan or equipment financing may be structured to tie the amortization of the loan or equipment financing to the portfolio company’s projected cash balances while cash is still available for operations. As such, the loan or equipment financing may have a reduced risk of default. We believe that the amortizing nature of our investments significantly reduces the risk of our investments over a relatively short period. We focus on protecting and recovering principal in each investment and structure our investments to provide downside protection.
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Table of Contents
Our History
Trinity Capital Inc. was incorporated under the general corporation laws of the State of Maryland on August 12, 2019 and commenced operations on January 16, 2020. Prior to January 16, 2020, we had no operations, except for matters relating to our formation and organization as a BDC.
On January 16, 2020, through a series of transactions, we acquired Trinity Capital Investment, LLC, Trinity Capital Fund II, L.P., Trinity Capital Fund III, L.P., Trinity Capital Fund IV, L.P., and Trinity Sidecar Income Fund, L.P. (collectively, the “Legacy Funds”) and all of their respective assets, including their respective investment portfolios (the “Legacy Portfolio”), as well as Trinity Capital Holdings, LLC, a holding company whose subsidiaries managed and/or had the right to receive fees from certain of the Legacy Funds. In order to complete these transactions, we used a portion of the proceeds from our private equity offering and private debt offering that occurred on January 16, 2020 (the “Private Offerings”).
On February 2, 2021, we completed our initial public offering of 8,006,291 shares of our common stock at a price of $14.00 per share, inclusive of the underwriters’ option to purchase additional shares, which was exercised in full. Our common stock began trading on the Nasdaq Global Select Market on January 29, 2021 under the symbol “TRIN.”
On December 5, 2022, we entered into a joint venture agreement with certain funds and accounts managed by a specialty credit manager to co-manage Senior Credit Corp 2022 LLC, a Delaware limited liability company (“Senior Credit Corp”). Senior Credit Corp invests in secured loans and equipment financings to growth-oriented companies that have been originated by us.
On March 16, 2023, we formed an unconsolidated wholly owned subsidiary, Trinity Capital Adviser LLC, a Delaware limited liability company (“Adviser Sub”). We were granted exemptive relief by the SEC that permits us to organize, acquire, wholly own and operate the Adviser Sub as an investment adviser registered under the Investment Advisers Act of 1940, as amended (the “Adviser Act”). The Adviser Sub may provide investment advisory and related services to one or more investment vehicles (the “Adviser Funds”) with ownership by one or more unrelated third-party investors and receive fee income for such services.
On June 28, 2024, we and a specialty credit manager funded a portion of their respective capital commitments to commence operations of a credit fund, EPT 16 LLC, a Delaware limited liability company. On August 28, 2025, EPT 16 LLC converted into a Delaware statutory trust named Eagle Point Trinity Senior Secured Lending Company (“EPT”) and elected to be regulated as a BDC under the 1940 Act. EPT has acquired and intends to acquire, hold and, as applicable, dispose of investments that have been originated by us.
On September 24, 2025, the Company entered into a joint venture agreement with a specialty credit manager to co-manage Direct Lending 2025 LLC (“Direct Lending”), a Delaware limited liability company. Direct Lending has acquired loans originated by the Company and intends to acquire, hold and, as applicable, dispose of investments as a co-investment alongside us.
Critical Accounting Estimates and Policies
The preparation of our financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ materially. Our critical accounting estimates, including those relating to valuation of investments and income recognition, are described below. The critical accounting estimates should be read in conjunction with our risk factors as disclosed in “Item 1A. Risk Factors.” Please refer to “Note 2 — Summary of Significant Accounting Policies” in the notes to the consolidated financial statements included in this Annual Report on Form 10-K for a discussion of our significant accounting policies.
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Table of Contents
Valuation of Investments
The most significant estimate inherent in the preparation of the Company’s consolidated financial statements is the valuation of investments and the related amounts of unrealized appreciation and depreciation of investments recorded. The Company’s investments are carried at fair value in accordance with the 1940 Act and Accounting Standards Codification (“ASC”) 946, Financial Services — Investment Companies (“ASC 946”) and measured in accordance with ASC 820, Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the observability of inputs used to measure fair value, and provides disclosure requirements for fair value measurements. ASC 820 requires the Company to assume that each of the portfolio investments is sold in a hypothetical transaction in the principal or, as applicable, most advantageous market using market participant assumptions as of the measurement date. Market participants are defined as buyers and sellers in the principal market that are independent, knowledgeable and willing and able to transact. The Company values its investments at fair value as determined in good faith by the Company’s Board of Directors (the “Board”) in accordance with the provisions of ASC 820 and the 1940 Act.
The SEC adopted Rule 2a-5 under the 1940 Act (“Rule 2a-5”), which establishes a framework for determining fair value in good faith for purposes of the 1940 Act. As adopted, Rule 2a-5 permits boards of directors to designate certain parties to perform fair value determinations, subject to board oversight and certain other conditions. The SEC also adopted Rule 31a-4 under the 1940 Act (“Rule 31a-4”), which provides the recordkeeping requirements associated with fair value determinations. While the Company’s Board has not elected to designate a valuation designee, the Company has adopted certain revisions to its valuation policies and procedures to comply with the applicable requirements of Rule 2a-5 and Rule 31a-4.
While the Board is ultimately and solely responsible for determining the fair value of the Company’s investments, the Company has engaged independent valuation firms to provide the Company with valuation assistance with respect to its investments. The Company engages independent valuation firms on a discretionary basis. Specifically, on a quarterly basis, the Company identifies portfolio investments with respect to which an independent valuation firm assists in valuing certain investments. The Company selects these portfolio investments based on a number of factors, including, but not limited to, the potential for material fluctuations in valuation results, size, credit quality and the time since the last valuation of the portfolio investment by an independent valuation firm.
Investments recorded on our Consolidated Statements of Assets and Liabilities are categorized based on the inputs to the valuation techniques as follows:
Level 1 — Investments whose values are based on unadjusted quoted prices for identical assets in an active market that the Company has the ability to access (examples include investments in active exchange-traded equity securities and investments in most U.S. government and agency securities).
Level 2 — Investments whose values are based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the investment.
Level 3 — Investments whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement (for example, investments in illiquid securities issued by privately held companies). These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the investment.
Given the nature of lending to predominantly venture capital-backed and growth-oriented companies, substantially all of the Company’s investments in these portfolio companies are considered Level 3 assets under ASC 820 because there is no known or accessible market or market indexes for these investment securities to be traded or exchanged. The Company uses an internally developed portfolio investment rating system in connection with its investment oversight, portfolio management and analysis and investment valuation procedures. This system takes into account both quantitative and qualitative factors of the portfolio companies. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may fluctuate from period to period. Because of the inherent uncertainty of valuation, these estimated values may differ significantly from the values that would have been reported had a ready market for the investments existed, and it is reasonably possible that the difference could be material.
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Fair value estimates are made at discrete points in time based on relevant information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. The carrying amounts of the Company’s financial instruments, consisting of cash, investments, receivables, payables and other liabilities approximate the fair values of such items due to the short-term nature of these instruments.
Income Recognition
The Company recognizes interest income on an accrual basis and recognizes it as earned in accordance with the contractual terms of the loan agreement to the extent that such amounts are expected to be collected. Original issue discount (“OID”) initially includes the estimated fair value of detachable warrants obtained in conjunction with the origination of debt securities, and is accreted into interest income over the term of the loan as a yield enhancement based on the effective yield method. Interest income from payment-in-kind (“PIK”) represents contractually deferred interest added to the loan balance recorded on an accrual basis to the extent such amounts are expected to be collected.
In addition, the Company may also be entitled to an end-of-term (“EOT”) payment. EOT payments to be paid at the termination of the debt agreement are accreted into interest income over the contractual life of the debt based on the effective yield method. When a portfolio company pre-pays their indebtedness prior to the scheduled maturity date, the acceleration of the unaccreted OID and EOT is recognized as interest income.
Income related to application or origination payments, including facility commitment fees, net of related expenses and generally collected in advance, are accreted into interest income over the contractual life of the loan. The Company recognizes nonrecurring fees and additional OID and EOT received in consideration for contract modifications commencing in the quarter relating to the specific modification.
The Company records dividend income on an accrual basis to the extent amounts are expected to be collected. Dividend income is recorded when dividends are declared by the portfolio company or at such other time that an obligation exists for the portfolio company to make a distribution. The Company recorded $3.7 million and $1.6 million in dividend income during the years ended December 31, 2025 and 2024, respectively.
The Company recognizes one-time fee income, including, but not limited to, structuring fees, prepayment penalties, and exit fees related to a change in ownership of the portfolio company, as other income when earned. These fees are generally earned when the portfolio company enters into an equipment financing arrangement or pays off their outstanding indebtedness prior to the scheduled maturity. In addition, fee income may include fees for originations and administrative agent services rendered by the Company to Senior Credit Corp. Such fees are earned in the period that the services are rendered.
Portfolio Composition and Investment Activity
Portfolio Composition
As of December 31, 2025, our investment portfolio had an aggregate fair value of approximately $2,418.1 million and was comprised of approximately $1,863.2 million in secured loans, $336.8 million in equipment financings, and $218.1 million in equity and warrants, across 176 portfolio companies. As of December 31, 2024, our investment portfolio had an aggregate fair value of approximately $1,725.6 million and was comprised of approximately $1,286.7 million in secured loans, $315.5 million in equipment financings, and $123.4 million in equity and warrants, across 151 portfolio companies.
A summary of the composition of our investment portfolio at cost and fair value as a percentage of total investments are shown in the following table as of December 31, 2025 and December 31, 2024:
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
||||||||||
Type |
|
Cost |
|
|
Fair Value |
|
|
Cost |
|
|
Fair Value |
|
||||
Secured Loans |
|
|
78.1 |
% |
|
|
77.1 |
% |
|
|
75.1 |
% |
|
|
74.5 |
% |
Equipment Financings |
|
|
14.1 |
% |
|
|
13.9 |
% |
|
|
18.1 |
% |
|
|
18.3 |
% |
Equity |
|
|
5.5 |
% |
|
|
5.8 |
% |
|
|
4.5 |
% |
|
|
4.2 |
% |
Warrants |
|
|
2.3 |
% |
|
|
3.2 |
% |
|
|
2.3 |
% |
|
|
3.0 |
% |
Total |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
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Table of Contents
The following table shows the composition of our investment portfolio by geographic region at cost and fair value as a percentage of total investments as of December 31, 2025 and December 31, 2024. The geographic composition is determined by the location of the corporate headquarters of the portfolio company.
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
||||||||||
Geographic Region |
|
Cost |
|
|
Fair Value |
|
|
Cost |
|
|
Fair Value |
|
||||
United States |
|
|
|
|
|
|
|
|
|
|
|
|
||||
West |
|
|
28.2 |
% |
|
|
29.4 |
% |
|
|
30.7 |
% |
|
|
31.5 |
% |
Northeast |
|
|
25.8 |
% |
|
|
25.2 |
% |
|
|
28.1 |
% |
|
|
27.6 |
% |
South |
|
|
12.9 |
% |
|
|
12.7 |
% |
|
|
9.2 |
% |
|
|
9.5 |
% |
Mountain |
|
|
8.7 |
% |
|
|
8.8 |
% |
|
|
10.9 |
% |
|
|
10.5 |
% |
Southeast |
|
|
7.9 |
% |
|
|
7.6 |
% |
|
|
10.5 |
% |
|
|
10.4 |
% |
Midwest |
|
|
7.7 |
% |
|
|
7.2 |
% |
|
|
5.9 |
% |
|
|
5.6 |
% |
Multi-Sector Holdings (1) |
|
|
1.8 |
% |
|
|
2.2 |
% |
|
|
1.6 |
% |
|
|
1.9 |
% |
International: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Western Europe |
|
|
4.6 |
% |
|
|
4.6 |
% |
|
|
2.4 |
% |
|
|
2.4 |
% |
Canada |
|
|
2.4 |
% |
|
|
2.3 |
% |
|
|
0.7 |
% |
|
|
0.6 |
% |
Total |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
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Table of Contents
Set forth below is a table showing the industry composition of our investment portfolio at cost and fair value as a percentage of total investments as of December 31, 2025 and December 31, 2024:
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
||||||||||
Industry |
|
Cost |
|
|
Fair Value |
|
|
Cost |
|
|
Fair Value |
|
||||
Finance and Insurance |
|
|
14.6 |
% |
|
|
15.1 |
% |
|
|
18.1 |
% |
|
|
18.7 |
% |
Medical Devices |
|
|
10.0 |
% |
|
|
10.0 |
% |
|
|
9.7 |
% |
|
|
10.0 |
% |
SaaS |
|
|
9.3 |
% |
|
|
9.2 |
% |
|
|
8.2 |
% |
|
|
8.5 |
% |
Other Healthcare Services |
|
|
9.1 |
% |
|
|
9.2 |
% |
|
|
8.1 |
% |
|
|
8.3 |
% |
Green Technology |
|
|
6.4 |
% |
|
|
7.2 |
% |
|
|
8.3 |
% |
|
|
9.2 |
% |
Artificial Intelligence & Automation |
|
|
6.2 |
% |
|
|
6.2 |
% |
|
|
4.7 |
% |
|
|
4.9 |
% |
Space Technology |
|
|
5.1 |
% |
|
|
5.6 |
% |
|
|
8.0 |
% |
|
|
8.2 |
% |
Real Estate Technology |
|
|
5.8 |
% |
|
|
5.3 |
% |
|
|
5.8 |
% |
|
|
5.4 |
% |
Healthcare Technology |
|
|
5.7 |
% |
|
|
5.3 |
% |
|
|
4.5 |
% |
|
|
4.2 |
% |
Biotechnology |
|
|
5.0 |
% |
|
|
5.0 |
% |
|
|
3.2 |
% |
|
|
3.4 |
% |
Marketing, Media, and Entertainment |
|
|
4.2 |
% |
|
|
4.1 |
% |
|
|
2.2 |
% |
|
|
2.2 |
% |
Supply Chain Technology |
|
|
4.1 |
% |
|
|
3.9 |
% |
|
|
1.7 |
% |
|
|
1.7 |
% |
Transportation Technology |
|
|
3.5 |
% |
|
|
3.2 |
% |
|
|
3.6 |
% |
|
|
2.4 |
% |
Connectivity |
|
|
3.3 |
% |
|
|
2.9 |
% |
|
|
2.1 |
% |
|
|
2.0 |
% |
Consumer Products & Services |
|
|
2.5 |
% |
|
|
2.6 |
% |
|
|
3.2 |
% |
|
|
3.2 |
% |
Multi-Sector Holdings (1) |
|
|
1.8 |
% |
|
|
2.3 |
% |
|
|
1.6 |
% |
|
|
1.9 |
% |
Education Technology |
|
|
1.1 |
% |
|
|
0.8 |
% |
|
|
1.9 |
% |
|
|
1.7 |
% |
Food and Agriculture Technologies |
|
|
0.3 |
% |
|
|
0.6 |
% |
|
|
1.8 |
% |
|
|
1.4 |
% |
Diagnostics & Tools |
|
|
0.6 |
% |
|
|
0.6 |
% |
|
|
— |
|
|
|
— |
|
Human Resource Technology |
|
|
0.7 |
% |
|
|
0.5 |
% |
|
|
1.9 |
% |
|
|
1.7 |
% |
Digital Assets Technology and Services |
|
|
0.2 |
% |
|
|
0.2 |
% |
|
|
0.2 |
% |
|
|
0.2 |
% |
Construction Technology |
|
|
0.4 |
% |
|
|
0.1 |
% |
|
|
0.5 |
% |
|
|
0.2 |
% |
Industrials |
|
|
0.1 |
% |
|
|
0.1 |
% |
|
|
0.7 |
% |
|
|
0.6 |
% |
Total |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
As of December 31, 2025 and December 31, 2024, the debt, including loans and equipment financings, in our portfolio had a weighted average time to maturity of approximately 3.5 years and 3.2 years, respectively. Additional information regarding our portfolio is set forth in the Consolidated Schedule of Investments and the related notes thereto included with this Annual Report on Form 10-K.
Concentrations of Credit Risk
Credit risk is the risk of default or non-performance by portfolio companies, equivalent to the investment’s carrying amount. Industry and sector concentrations will vary from period to period based on portfolio activity.
As of December 31, 2025 and December 31, 2024, the Company’s ten largest portfolio companies collectively represented approximately 26.4% and 26.7%, respectively, of the total fair value of the Company’s investments in portfolio companies. As of December 31, 2025 and December 31, 2024, the Company had eight and seven portfolio companies, respectively, that each represented 5% or more of the Company’s net assets.
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Table of Contents
Investment Activity
During the year ended December 31, 2025, we invested approximately $967.6 million in 43 new portfolio companies, approximately $500.0 million in 34 existing portfolio companies, and approximately $23.8 million in the Multi-Sector Holdings, excluding deferred fees. During the year ended December 31, 2025, we received an aggregate of $826.7 million in proceeds from repayments and sales of our investments, including proceeds of approximately $320.7 million from early repayments on our debt investments, $257.2 million from scheduled/amortizing debt payments, $237.2 million from investments sold primarily to Multi-Sector Holdings and $11.6 million from warrant and equity exits.
During the year ended December 31, 2024, we invested approximately $969.1 million in 39 new portfolio companies, approximately $244.1 million in 28 existing portfolio companies, and approximately $16.6 million in the Multi-Sector Holdings, excluding deferred fees. During the year ended December 31, 2024, we received an aggregate of $807.9 million in proceeds from repayments and sales of our investments, including proceeds of approximately $313.2 million from early repayments on our debt investments, $45.7 million from warrant and equity exits, $207.3 million from scheduled/amortizing debt payments and $241.7 million from investments sold primarily to Multi-Sector Holdings.
The following table provides a summary of the changes in the investment portfolio for the years ended December 31, 2025 and 2024 (in thousands):
|
|
|
|
|
|
Year Ended |
|
|
Year Ended |
|
||
|
|
|
|
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
||
Beginning Portfolio, at fair value |
|
|
|
|
|
$ |
1,725,570 |
|
|
$ |
1,275,180 |
|
Purchases, net of deferred fees |
|
|
|
|
|
|
1,476,961 |
|
|
|
1,218,931 |
|
Principal payments received on investments |
|
|
|
|
|
|
(258,311 |
) |
|
|
(207,328 |
) |
Proceeds from early debt repayments |
|
|
|
|
|
|
(320,625 |
) |
|
|
(313,207 |
) |
Sales of investments |
|
|
|
|
|
|
(247,719 |
) |
|
|
(287,331 |
) |
Accretion of OID, EOT, and PIK payments |
|
|
|
|
|
|
50,680 |
|
|
|
39,574 |
|
Net realized gain/(loss) |
|
|
|
|
|
|
(64,328 |
) |
|
|
(9,730 |
) |
Net change in unrealized appreciation/(depreciation) |
|
|
|
|
|
|
55,847 |
|
|
|
9,481 |
|
Ending Portfolio, at fair value |
|
|
|
|
|
$ |
2,418,075 |
|
|
$ |
1,725,570 |
|
The level of our investment activity can vary substantially from period to period depending on many factors, including the amount of debt, including loans and equipment financings, and equity capital required by growth-oriented companies, the general economic environment and market conditions and the competitive environment for the types of investments we make.
Portfolio Asset Quality
Our portfolio management team uses an ongoing investment risk rating system to characterize and monitor our outstanding loans and equipment financings. Our portfolio management team monitors and, when appropriate, recommends changes to the investment risk ratings. Our investment committee reviews the recommendations and/or changes to the investment risk ratings, which are submitted on a quarterly basis to the Board and its audit committee.
78
Table of Contents
For our investment risk rating system, we review seven different criteria and, based on our review of such criteria, we assign a risk rating on a scale of 1 to 5, as set forth in the following illustration.
The following table shows the distribution of our secured loan and equipment financing investments on the 1 to 5 investment risk rating scale range at fair value as of December 31, 2025 and December 31, 2024 (dollars in thousands):
|
|
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
||||||||||
Investment Risk Rating |
|
|
|
Investments at |
|
|
Percentage of |
|
|
Investments at |
|
|
Percentage of |
|
||||
Scale Range |
|
Designation |
|
Fair Value |
|
|
Total Portfolio |
|
|
Fair Value |
|
|
Total Portfolio |
|
||||
4.0 - 5.0 |
|
Very Strong Performance |
|
$ |
101,432 |
|
|
|
4.5 |
% |
|
$ |
89,716 |
|
|
|
5.6 |
% |
3.0 - 3.9 |
|
Strong Performance |
|
|
740,303 |
|
|
|
33.7 |
% |
|
|
453,584 |
|
|
|
28.3 |
% |
2.0 - 2.9 |
|
Performing |
|
|
1,264,773 |
|
|
|
57.5 |
% |
|
|
972,001 |
|
|
|
60.7 |
% |
1.6 - 1.9 |
|
Watch |
|
|
65,343 |
|
|
|
3.0 |
% |
|
|
62,883 |
|
|
|
3.9 |
% |
1.0 - 1.5 |
|
Default/Workout |
|
|
15,228 |
|
|
|
0.7 |
% |
|
|
11,062 |
|
|
|
0.7 |
% |
Total Debt Investments excluding Senior Credit Corp 2022 LLC |
|
|
|
|
2,187,079 |
|
|
|
99.4 |
% |
|
|
1,589,246 |
|
|
|
99.2 |
% |
. |
|
Senior Credit Corp 2022 LLC (1) |
|
|
12,885 |
|
|
|
0.6 |
% |
|
|
12,885 |
|
|
|
0.8 |
% |
Total Debt Investments |
|
|
|
$ |
2,199,964 |
|
|
|
100.0 |
% |
|
$ |
1,602,131 |
|
|
|
100.0 |
% |
As of both December 31, 2025 and December 31, 2024, our debt investments had a weighted average risk rating score of 2.9.
Debt Investments on Non-Accrual Status
When a debt security becomes 90 days or more past due, or if our management otherwise does not expect that principal, interest, and other obligations due will be collected in full, we will generally place the debt security on non-accrual status and cease recognizing interest income on that debt security until all principal and interest due has been paid or we believe the borrower has demonstrated the ability to repay its current and future contractual obligations. Any uncollected interest is reversed from income in the period that collection of the interest receivable is determined to be doubtful. However, we may make exceptions to this policy if the investment has sufficient collateral value and is in the process of collection.
79
Table of Contents
As of December 31, 2025, loans to three portfolio companies and equipment financings to one portfolio company were on non-accrual status with a total cost of approximately $20.7 million, and a total fair value of approximately $15.2 million, or 0.7%, of the fair value of the Company’s debt investment portfolio. As of December 31, 2024, loans to three portfolio companies and equipment financings to two portfolio companies were on non-accrual status with a total cost of approximately $43.3 million, and a total fair value of approximately $12.7 million, or 0.8%, of the fair value of the Company’s debt investment portfolio.
Fiscal Year Ended December 31, 2023
A discussion of our portfolio composition and investment activity for the fiscal year ended December 31, 2023 is available in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 26, 2025 and amended on May 5, 2025, and is available on the SEC’s EDGAR database.
Results of Operations
The following discussion and analysis of our results of operations encompasses our consolidated results for the years ended December 31, 2025 and 2024.
Investment Income
The following table sets forth the components of investment income (in thousands):
|
|
Year Ended |
|
|
Year Ended |
|
||||
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
||||
Stated interest income |
|
$ |
|
223,523 |
|
|
$ |
|
178,988 |
|
Amortization of OID and EOT |
|
|
|
32,341 |
|
|
|
|
27,794 |
|
Acceleration of OID and EOT |
|
|
|
15,076 |
|
|
|
|
9,317 |
|
PIK interest income |
|
|
|
4,862 |
|
|
|
|
9,055 |
|
Prepayment penalty and related fees |
|
|
|
4,170 |
|
|
|
|
3,020 |
|
Dividend income |
|
|
|
3,714 |
|
|
|
|
1,575 |
|
Other fee income |
|
|
|
9,966 |
|
|
|
|
7,942 |
|
Total investment income |
|
$ |
|
293,652 |
|
|
$ |
|
237,691 |
|
For the year ended December 31, 2025, total investment income was approximately $293.7 million, which represents an approximate effective yield of 15.3% on the average investments during the year. For the year ended December 31, 2024, total investment income was approximately $237.7 million, which represents an approximate effective yield of 16.1% on the average investments during the year. The increase in investment income for the year ended December 31, 2025 is due to higher interest income and amortization of OID and EOT based on an increased principal value of income producing debt investments.
Net Operating Expenses and Excise Taxes
Our operating expenses are comprised of interest and fees on our borrowings, employee compensation, professional fees, general and administrative expenses and excise taxes. Our operating expenses totaled approximately $149.6 million and $121.8 million for the years ended December 31, 2025 and 2024, respectively. The increase in our operating expenses for the year ended December 31, 2025 is discussed with respect to each component of such expenses below.
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Table of Contents
Interest Expense and Other Debt Financing Costs
Our interest expense and other debt financing costs are primarily comprised of interest and fees related to our secured borrowings, the 4.375% Notes due 2026 (the “August 2026 Notes”), the 4.25% Notes due 2026 (the “December 2026 Notes”), the 7.875% Notes due March 2029 (the “March 2029 Notes”), the 7.875% Notes due September 2029 (the “September 2029 Notes”), the 7.54% Notes due 2027 (the “Series A 2027 Notes”), the 7.60% Notes due 2028 (the “Series A 2028 Notes”), the 7.66% Notes due 2029 (the “Series A 2029 Notes” and together with the Series A 2027 Notes and Series A 2028 Notes, the “Series A Notes”) and the 6.750% Notes due 2030 (the “July 2030 Notes”). Interest expense and other debt financing costs on our borrowings totaled approximately $80.6 million and $61.9 million for the years ended December 31, 2025 and 2024, respectively. Our weighted average effective interest rate, comprised of interest and amortization of fees and discount, was approximately 7.4% and 7.6% for years ended December 31, 2025 and 2024. The increase in interest expense for the year ended December 31, 2025 was primarily due to increased borrowings under our credit facility with KeyBank, National Association (the “KeyBank Credit Facility”) and the addition of the July 2030 Notes and the KeyBank Secured Term Loan Facility.
Employee Compensation and Benefits
Employee compensation and benefits totaled approximately $51.4 million and $43.5 million for the years ended December 31, 2025 and 2024, respectively. The increase in employee compensation expenses for the year ended December 31, 2025 relates primarily to the increased variable compensation related to a higher headcount and stock-based compensation. As of December 31, 2025 and 2024, the Company had 106 and 88 employees, respectively.
Professional Fees Expenses
Professional fees expenses, consisting of legal fees, accounting fees, third-party valuation fees, and talent acquisition fees totaled approximately $7.6 million and $5.3 million for the years ended December 31, 2025 and 2024, respectively. The increase in professional fees expenses for the year ended December 31, 2025, resulted primarily from an increase in legal fees, third-party valuation fees and other consulting fees.
General and Administrative Expenses
General and administrative expenses include insurance premiums, rent, state taxes and various other expenses related to our ongoing operations. Our general and administrative expenses totaled approximately $10.4 million and $8.9 million for the years ended December 31, 2025 and 2024, respectively. The increase in general and administrative expenses for the year ended December 31, 2025 was primarily due to additional office rent and related expenses.
Allocated Expenses to Trinity Capital Adviser, LLC
The resource sharing agreement (the “Sharing Agreement”) with the Adviser Sub provides the Adviser Sub with access to the Company’s human capital resources, facilities and systems. Under the terms of the Sharing Agreement, we allocate the related expenses of such shared resources to the Adviser Sub based on total assets under management by the Adviser Sub and us. The Company’s total expenses are net of expenses allocated to the Adviser Sub of $2.9 million and $0.5 million during the years ended December 31, 2025 and 2024, respectively. The increase in allocated expenses for the year ended December 31, 2025 was primarily due to additional assets managed by the Adviser Sub.
Excise Taxes
Our excise taxes totaled approximately $2.6 million and $2.7 million for the years ended December 31, 2025 and 2024, respectively.
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Table of Contents
Net Investment Income
For the year ended December 31, 2025, we recognized approximately $293.7 million in total investment income as compared to approximately $149.6 million in total expenses, including excise tax expense, resulting in net investment income of $144.1 million. For the year ended December 31, 2024, we recognized approximately $237.7 million in total investment income as compared to approximately $121.8 million in total expenses, including excise tax expense, resulting in net investment income of $115.8 million.
Net Realized Gains and Losses
Realized gains or losses are measured by the difference between the net proceeds from the sale or redemption of an investment or a financial instrument and the cost basis of the investment or financial instrument, without regard to unrealized appreciation or depreciation previously recognized, and includes investments written off during the period.
During the year ended December 31, 2025, our gross realized gains primarily consisted of the repayment of two equipment financing positions. Our gross realized losses primarily consisted of the sale of one equipment financing position, the conversion of three debt positions, the extinguishment of two debt positions and one receivable associated with a loan position. During the year ended December 31, 2024, our gross realized gains primarily consisted of the repayment of three equipment financing positions and the sale of three equity positions. Our gross realized losses primarily consisted of the sale of one equity position, the sale of one debt position, the repayment of one debt position and the conversion of debt positions in four portfolio companies.
The net realized gains (losses) from the sales, repayments, or exits of investments for the years ended December 31, 2025 and 2024 were comprised of the following (in thousands):
|
|
|
Year Ended |
|
|
|
Year Ended |
|
||
|
|
|
December 31, 2025 |
|
|
|
December 31, 2024 |
|
||
Net realized gain/(loss) on investments: |
|
|
|
|
|
|
|
|
||
Gross realized gains |
|
$ |
|
7,653 |
|
|
$ |
|
24,474 |
|
Gross realized losses |
|
|
|
(71,998 |
) |
|
|
|
(34,204 |
) |
Net change in realized gain/(loss) on portfolio investments |
|
|
|
(64,345 |
) |
|
|
|
(9,730 |
) |
Other net changes in realized gain/(loss)(1) |
|
|
|
17 |
|
|
|
|
— |
|
Total net realized gains/(losses) on investments |
|
$ |
|
(64,328 |
) |
|
$ |
|
(9,730 |
) |
(1) Includes the net change in realized gain/(loss) related to foreign currency transactions.
Net Change in Unrealized Appreciation / (Depreciation) from Investments
Net change in unrealized appreciation/(depreciation) from investments primarily reflects the net change in the fair value of the investment portfolio and financial instruments and the reclassification of any prior period unrealized appreciation or depreciation on exited investments and financial instruments to realized gains or losses.
Net unrealized appreciation and depreciation on investments for the years ended December 31, 2025 and 2024 is comprised of the following (in thousands):
|
|
Year Ended |
|
|
Year Ended |
|
||||
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
||||
Gross unrealized appreciation |
|
$ |
|
69,226 |
|
|
$ |
|
41,496 |
|
Gross unrealized depreciation |
|
|
|
(52,211 |
) |
|
|
|
(58,712 |
) |
Net unrealized appreciation/(depreciation) reclassified related to net realized gains or losses |
|
|
|
38,832 |
|
|
|
|
26,697 |
|
Net change in unrealized appreciation/(depreciation) on portfolio investments |
|
|
|
55,847 |
|
|
|
|
9,481 |
|
Other net changes in unrealized appreciation/(depreciation)(1) |
|
|
|
8 |
|
|
|
|
— |
|
Total net unrealized gains/(losses) on investments |
|
$ |
|
55,855 |
|
|
$ |
|
9,481 |
|
(1) Includes the net change in unrealized appreciation/(depreciation) related to derivative instruments.
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Table of Contents
During the year ended December 31, 2025, our net unrealized appreciation totaled approximately $55.8 million, which included net unrealized appreciation of $12.7 million from our warrant investments, net unrealized appreciation of $15.7 million from our equity investments and net unrealized appreciation of $27.4 million from our debt investments.
During the year ended December 31, 2024, our net unrealized appreciation totaled approximately $9.5 million, which included net unrealized appreciation of $7.5 million from our warrant investments, net unrealized appreciation of $7.1 million from our equity investments and net unrealized depreciation of $5.1 million from our debt investments.
Net Increase (Decrease) in Net Assets Resulting from Operations
Net increase in net assets resulting from operations during the year ended December 31, 2025 totaled approximately $135.6 million. Net increase in net assets resulting from operations during the year ended December 31, 2024 totaled approximately $115.6 million.
Net Increase (Decrease) in Net Assets Resulting from Operations and Earnings Per Share
For the year ended December 31, 2025, both the basic and diluted net increase in net assets per common share was $1.96. For the year ended December 31, 2024, basic and diluted net decrease in net assets per common share was $2.19 and $2.10, respectively.
Fiscal Year Ended December 31, 2023
A discussion of our results of operations for the fiscal year ended December 31, 2023 is available in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 26, 2025 and amended on May 5, 2025, and is available on the SEC’s EDGAR database.
Financial Condition, Liquidity and Capital Resources
Our liquidity and capital resources are generated primarily from the net proceeds of offerings of our securities, including our “at-the-market” offering, the August 2026 Notes offering, the December 2026 Notes offering, the March 2029 Notes offering, the September 2029 Notes offering, the Series A Notes offering, the July 2030 Notes offering and borrowings under the KeyBank Credit Facility and the KeyBank Secured Term Loan Facility, each of which were outstanding as of December 31, 2025, as well as cash flows from our operations, including investment sales and repayments and income earned on investments and cash equivalents. Our primary use of our funds includes investments in portfolio companies, payments of interest on our outstanding debt, and payments of fees and other operating expenses we incur. We also expect to use our funds to pay distributions to our stockholders. We have used, and expect to continue to use, our borrowings, including under the KeyBank Credit Facility and the KeyBank Secured Term Loan Facility or any future credit facility, as well as proceeds from the turnover of our portfolio to finance our investment objectives and activities.
From time to time, we may enter into additional credit facilities, increase the size of our existing KeyBank Credit Facility or KeyBank Secured Term Loan Facility, or issue additional securities in private or public offerings. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions, and other factors.
For the year ended December 31, 2025, we experienced a net increase in cash and cash equivalents in the amount of $9.5 million, which is the net result of $545.8 million of cash provided by financing activities partially offset by $535.5 million of cash used in operating activities and $0.8 million of cash used in investing activities. During the year ended December 31, 2024, we experienced a net increase in cash and cash equivalents in the amount of $4.9 million, which is the net result of $322.2 million of cash provided by financing activities partially offset by $316.9 million of cash used in operating activities and $0.4 million of cash used in investing activities.
As of December 31, 2025 and December 31, 2024, we had cash and cash equivalents of $19.1 million and $9.6 million, respectively, of which $0.1 million and $3.8 million, respectively, was held in the Goldman Sachs Financial Square Government Institutional Fund. Cash held in demand deposit accounts may exceed the Federal Deposit Insurance Corporation (“FDIC”) insured limit and therefore is subject to credit risk. All of the Company’s cash deposits are held at large established high credit quality financial institutions, and management believes that the risk of loss associated with any uninsured balances is remote.
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Table of Contents
As of December 31, 2025 and December 31, 2024, we had approximately $316.1 million and $487.0 million, respectively, of available borrowings under the KeyBank Credit Facility, subject to its terms and regulatory requirements. Cash and cash equivalents, taken together with available borrowings under the KeyBank Credit Facility, as of December 31, 2025 are expected to be sufficient for our investing activities and to conduct our operations in the near term and long term.
Refer to “Note 5 – Borrowings” in the notes to our consolidated financial statements included in this Annual Report on Form 10-K for a discussion of our borrowings.
Asset Coverage Requirements
In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to incur borrowings, issue debt securities or issue preferred stock, if immediately after the borrowing or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 150%. On September 27, 2019, the Board, including a “required majority” (as such term is defined in Section 57(o) of the 1940 Act) and our initial stockholder approved the application to us of the 150% minimum asset coverage ratio set forth in Section 61(a)(2) of the 1940 Act. As a result, we are permitted to potentially borrow $2 for investment purposes of every $1 of investor equity. As of December 31, 2025, our asset coverage ratio was approximately 183.8% and our asset coverage ratio per unit was approximately $1,838. As of December 31, 2024, our asset coverage ratio was approximately 192.7% and our asset coverage ratio per unit was approximately $1,927.
Commitments and Off-Balance Sheet Arrangements
The Company has entered into a capital commitment with Senior Credit Corp, EPT and Direct Lending in the amount of $21.4 million, $10.0 million and $100.0 million, respectively.
As of December 31, 2025, unfunded commitments were $3.0 million and $85.1 million for Senior Credit Corp and Direct Lending, respectively. As of December 31, 2025, there were no unfunded commitments for EPT. As of December 31, 2025, the Company also had unfunded commitments of approximately $82.3 million to ten portfolio companies. The Company did not have any other off-balance sheet commitments as of December 31, 2025.
As of December 31, 2024, unfunded commitments were $3.0 million and $0.8 million for Senior Credit Corp and EPT, respectively. As of December 31, 2024, the Company also had unfunded commitments of $31.2 million to two portfolio companies. The Company did not have any other off-balance sheet commitments as of December 31, 2024.
The Company’s commitments and contingencies consist primarily of unfunded commitments to extend credit in the form of loans to the Company’s portfolio companies. A portion of these unfunded contractual commitments as of December 31, 2025 and December 31, 2024 are dependent upon the portfolio company reaching certain milestones before the debt commitment becomes available. Furthermore, the Company’s credit agreements with its portfolio companies generally contain customary lending provisions that allow the Company relief from funding obligations for previously made commitments in instances where the underlying portfolio company experiences materially adverse events that affect the financial condition or business outlook for the company. Since a portion of these commitments may expire without being drawn, unfunded contractual commitments do not necessarily represent future cash requirements. As such, the Company’s disclosure of unfunded contractual commitments includes only those which are available at the request of the portfolio company and unencumbered by milestones. The Company will fund future unfunded commitments from the same sources it uses to fund its investment commitments that are funded at the time they are made (which are typically through existing cash and cash equivalents and borrowings under the KeyBank Credit Facility.
In the normal course of business, the Company enters into contracts that provide a variety of representations and warranties, and general indemnifications. Such contracts include those with certain service providers, brokers and trading counterparties. Any exposure to the Company under these arrangements is unknown as it would involve future claims that may be made against the Company; however, based on the Company’s experience, the risk of loss is remote and no such claims are expected to occur. As such, the Company has not accrued any liability in connection with such indemnifications.
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Table of Contents
Contractual Obligations
A summary of our contractual payment obligations as of December 31, 2025, is as follows:
|
|
Payments Due by Period |
|
|
|
|
||||||||||||||
|
|
Less than 1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
year |
|
|
1 - 3 years |
|
|
4 - 5 years |
|
|
After 5 years |
|
|
Total |
|
|||||
KeyBank Credit Facility |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
373,900 |
|
|
$ |
— |
|
|
$ |
373,900 |
|
KeyBank Secured Term Loan Facility |
|
|
— |
|
|
|
— |
|
|
|
200,000 |
|
|
|
— |
|
|
|
200,000 |
|
August 2026 Notes |
|
|
125,000 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
125,000 |
|
December 2026 Notes |
|
|
75,000 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
75,000 |
|
March 2029 Notes |
|
|
— |
|
|
|
— |
|
|
|
142,166 |
|
|
|
— |
|
|
|
142,166 |
|
September 2029 Notes |
|
|
— |
|
|
|
— |
|
|
|
122,215 |
|
|
|
— |
|
|
|
122,215 |
|
Series A Notes |
|
|
— |
|
|
|
128,500 |
|
|
|
14,000 |
|
|
|
— |
|
|
|
142,500 |
|
July 2030 Notes |
|
|
— |
|
|
|
— |
|
|
|
125,000 |
|
|
|
— |
|
|
|
125,000 |
|
Operating Leases |
|
|
— |
|
|
|
5,308 |
|
|
|
3,669 |
|
|
|
594 |
|
|
|
9,571 |
|
Total Contractual Obligations |
|
$ |
200,000 |
|
|
$ |
133,808 |
|
|
$ |
980,950 |
|
|
$ |
594 |
|
|
$ |
1,315,352 |
|
Distributions
We intend to pay distributions to our stockholders out of assets legally available for distribution. All distributions will be paid at the discretion of the Board and will depend on our earnings, financial condition, maintenance of our tax treatment as a RIC, compliance with applicable BDC regulations and such other factors as the Board may deem relevant from time to time.
85
Table of Contents
The following table summarizes distributions recorded by the Company since inception:
Declaration |
|
Type |
|
Record |
|
Payment |
|
Per Share |
|
|
May 7, 2020 |
|
Quarterly |
|
May 29, 2020 |
|
June 5, 2020 |
|
$ |
0.22 |
|
August 10, 2020 |
|
Quarterly |
|
August 21, 2020 |
|
September 4, 2020 |
|
|
0.27 |
|
November 9, 2020 |
|
Quarterly |
|
November 20, 2020 |
|
December 4, 2020 |
|
|
0.27 |
|
December 22, 2020 |
|
Quarterly |
|
December 30, 2020 |
|
January 15, 2021 |
|
|
0.27 |
|
March 23, 2021 |
|
Quarterly |
|
March 31, 2021 |
|
April 16, 2021 |
|
|
0.28 |
|
June 15, 2021 |
|
Quarterly |
|
June 30, 2021 |
|
July 15, 2021 |
|
|
0.29 |
|
September 13, 2021 |
|
Quarterly |
|
September 30, 2021 |
|
October 15, 2021 |
|
|
0.33 |
|
December 16, 2021 |
|
Quarterly |
|
December 31, 2021 |
|
January 14, 2022 |
|
|
0.36 |
|
March 15, 2022 |
|
Quarterly |
|
March 31, 2022 |
|
April 15, 2022 |
|
|
0.40 |
|
March 15, 2022 |
|
Supplemental |
|
March 31, 2022 |
|
April 15, 2022 |
|
|
0.15 |
|
June 15, 2022 |
|
Quarterly |
|
June 30, 2022 |
|
July 15, 2022 |
|
|
0.42 |
|
June 15, 2022 |
|
Supplemental |
|
June 30, 2022 |
|
July 15, 2022 |
|
|
0.15 |
|
September 15, 2022 |
|
Quarterly |
|
September 30, 2022 |
|
October 14, 2022 |
|
|
0.45 |
|
September 15, 2022 |
|
Supplemental |
|
September 30, 2022 |
|
October 14, 2022 |
|
|
0.15 |
|
December 15, 2022 |
|
Quarterly |
|
December 30, 2022 |
|
January 13, 2023 |
|
|
0.46 |
|
December 15, 2022 |
|
Supplemental |
|
December 30, 2022 |
|
January 13, 2023 |
|
|
0.15 |
|
March 14, 2023 |
|
Quarterly |
|
March 31, 2023 |
|
April 14, 2023 |
|
|
0.47 |
|
June 14, 2023 |
|
Quarterly |
|
June 30, 2023 |
|
July 14, 2023 |
|
|
0.48 |
|
June 14, 2023 |
|
Supplemental |
|
June 30, 2023 |
|
July 14, 2023 |
|
|
0.05 |
|
September 13, 2023 |
|
Quarterly |
|
September 30, 2023 |
|
October 13, 2023 |
|
|
0.49 |
|
September 13, 2023 |
|
Supplemental |
|
September 30, 2023 |
|
October 13, 2023 |
|
|
0.05 |
|
December 14, 2023 |
|
Quarterly |
|
December 29, 2023 |
|
January 12, 2024 |
|
|
0.50 |
|
March 14, 2024 |
|
Quarterly |
|
March 28, 2024 |
|
April 15, 2024 |
|
|
0.51 |
|
June 13, 2024 |
|
Quarterly |
|
June 28, 2024 |
|
July 15, 2024 |
|
|
0.51 |
|
September 18, 2024 |
|
Quarterly |
|
September 30, 2024 |
|
October 15, 2024 |
|
|
0.51 |
|
December 12, 2024 |
|
Quarterly |
|
December 31, 2024 |
|
January 15, 2025 |
|
|
0.51 |
|
March 19, 2025 |
|
Quarterly |
|
March 31, 2025 |
|
April 15, 2025 |
|
|
0.51 |
|
June 18, 2025 |
|
Quarterly |
|
June 30, 2025 |
|
July 15, 2025 |
|
|
0.51 |
|
September 17, 2025 |
|
Quarterly |
|
September 30, 2025 |
|
October 15, 2025 |
|
|
0.51 |
|
December 17, 2025 |
|
Quarterly |
|
December 31, 2025 |
|
January 15, 2026 |
|
|
0.51 |
|
|
|
|
|
|
|
Total |
|
$ |
10.74 |
|
86
Table of Contents
Fiscal Year Ended December 31, 2023
A discussion of our financial condition, liquidity and capital resource for the fiscal year ended December 31, 2023 is available in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 26, 2025 and amended on May 5, 2025, and is available on the SEC’s EDGAR database.
Related Party Transactions
Certain members of management as well as employees of the Company hold shares of the Company’s stock.
We have entered into indemnification agreements with our directors and executive officers. The indemnification agreements are intended to provide our directors and executive officers with the maximum indemnification permitted under Maryland law and the 1940 Act. Each indemnification agreement provides that we shall indemnify the director or executive officer who is a party to the agreement, or an “Indemnitee,” including the advancement of legal expenses, if, by reason of his or her corporate status, the Indemnitee is, or is threatened to be, made a party to or a witness in any threatened, pending, or completed proceeding, to the maximum extent permitted by Maryland law and the 1940 Act.
Refer to “Note 12 – Related Party Transactions” included in the notes to our consolidated financial statements included in this Annual Report on Form 10-K for additional information.
Recent Developments
Equity ATM Program
For the period from January 1, 2026 to February 23, 2026, the Company issued and sold 1,361,786 shares of its common stock at a weighted-average price of $15.81 per share and raised $21.3 million of net proceeds after deducting commissions to the sales agents on shares sold under the ATM Program.
Acquisition of Equipment Leasing LLC
On January 30, 2026, the Company completed the acquisition of all of the equity interests of Equipment Leasing Services, LLC (“ELS”) for approximately $9.0 million, consisting of a mix of cash and the Company's common stock. ELS is an Arizona based equipment financing and leasing company and will continue to operate independently as a portfolio company of the Company.
New Joint Venture
On January 22, 2026 the Company entered into a joint venture agreement with a credit financing platform (the “New JV Partner”) to co-manage a private fund. The joint venture intends to acquire loans originated by the New JV Partner and intends to acquire, hold and, as applicable, dispose of investments as co-investments alongside the New JV Partner. The Company and the New JV Partner each hold equal ownership interests in the joint venture and committed capital contributions of $50.0 million. The joint venture is capitalized as investment transactions are completed, with contributions called from each member on a pro rata basis relative to each member’s total commitments.
All portfolio decisions, as well as substantially all other actions relating to the joint venture, require approval by its board of managers, which is composed of an equal number of representatives from the Company and the New JV Partner. The joint venture will generally invest in the first out senior tranche of such investments.
87
Table of Contents
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We are subject to financial market risks, including valuation risk and interest rate risk. Uncertainty with respect to the economic effects of the overall market conditions has introduced significant volatility in the financial markets, and the effect of the volatility could materially impact our market risks, including those listed below.
Valuation Risk
Our investments may not have readily available market quotations (as such term is defined in Rule 2a-5), and those investments which do not have readily available market quotations are valued at fair value as determined in good faith by our Board of Directors in accordance with our valuation policy. There is no single standard for determining fair value in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may fluctuate from period to period. Because of the inherent uncertainty of valuation, these estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and it is possible that the difference could be material.
In accordance with Rule 2a-5, our Board periodically assesses and manages material risks associated with the determination of the fair value of our investments.
Interest Rate Risk
Interest rate sensitivity and risk refer to the change in earnings that may result from changes in the level of interest rates. To the extent that we borrow money to make investments our net investment income will be affected by the difference between the rate at which we borrow funds and the rate at which we invest these funds. In periods of rising interest rates, our cost of borrowing funds would increase, which may reduce our net investment income. As a result, there can be no assurance that a significant change in market interest rates, including as a result of inflation, will not have a material adverse effect on our net investment income. Inflation is likely to continue in the near to medium-term, particularly in the United States and Europe, with the possibility that monetary policy may tighten in response. Persistent inflationary pressures could affect our portfolio companies’ profit margins.
As of December 31, 2025, approximately 82.9% of our debt investments based on outstanding principal balance represented floating-rate investments based on U.S. Prime Rate (“Prime”), Secured Overnight Financing Rate (“SOFR”), Canadian Overnight Repo Rate Average (“CORRA”) and Bank of England Base Rate (“Base Rate”), and approximately 17.1% of our debt investments based on outstanding principal balance represented fixed rate investments. In addition, borrowings under the KeyBank Credit Facility and KeyBank Secured Term Loan are subject to floating interest rates based on SOFR, subject to the number of eligible debt investments in the collateral pool.
Based on our Consolidated Statements of Operations as of December 31, 2025, the following table shows the annualized impact on net income of hypothetical base rate changes on our debt investments (considering interest rate floors for floating-rate instruments) and the hypothetical base rate changes in the SOFR on our borrowings, assuming that there are no changes in our investment and borrowing structure (in thousands):
|
|
Interest |
|
|
Interest |
|
|
Net |
|
|||
|
|
Income |
|
|
Expense |
|
|
Income/(Loss) |
|
|||
Up 300 basis points |
|
$ |
54,975 |
|
|
$ |
17,217 |
|
|
$ |
37,758 |
|
Up 200 basis points |
|
|
36,400 |
|
|
|
11,478 |
|
|
|
24,922 |
|
Up 100 basis points |
|
|
15,460 |
|
|
|
5,739 |
|
|
|
9,721 |
|
Down 100 basis points |
|
|
(5,504 |
) |
|
|
(5,739 |
) |
|
|
235 |
|
Down 200 basis points |
|
|
(8,975 |
) |
|
|
(11,478 |
) |
|
|
2,503 |
|
Down 300 basis points |
|
|
(2,680 |
) |
|
|
(17,217 |
) |
|
|
14,537 |
|
88
Table of Contents
Currency Risk
Any investments we make that are denominated in a foreign currency will be subject to risks associated with changes in currency exchange rates. These risks include the possibility of significant fluctuations in the foreign currency markets, the imposition or modification of foreign exchange controls and potential illiquidity in the secondary market. These risks will vary depending upon the currency or currencies involved. As of December 31, 2025, we had ten foreign domiciled portfolio companies. Our exposure to currency risk related to these debt investments is minimal as payments from such portfolio companies are primarily received in U.S. dollars. No other investments as of December 31, 2025 were subject to currency risk.
Hedging
We currently, and may in the future, hedge against interest rate and currency exchange rate fluctuations by using standard hedging instruments such as futures, options and forward contracts subject to the requirements of the 1940 Act. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates with respect to our portfolio of investments with fixed interest rates. We may also borrow funds in local currency as a way to hedge our non-U.S. denominated investments.
Item 8. Consolidated Financial Statements and Supplementary Data
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm |
90 |
|
|
Consolidated Statements of Assets and Liabilities as of December 31, 2025 and 2024 |
94 |
|
|
Consolidated Statements of Operations for the Years Ended December 31, 2025, 2024 and 2023 |
95 |
|
|
Consolidated Statements of Changes in Net Assets for the Years Ended December 31, 2025, 2024 and 2023 |
96 |
|
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023 |
97 |
|
|
Consolidated Schedule of Investments as of December 31, 2025 |
99 |
|
|
Consolidated Schedule of Investments as of December 31, 2024 |
129 |
|
|
Notes to Consolidated Financial Statements |
160 |
89
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Trinity Capital Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of assets and liabilities of Trinity Capital Inc. (the Company), including the consolidated schedules of investments, as of December 31, 2025 and 2024, the related consolidated statements of operations, changes in net assets, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations, changes in its net assets, and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 25, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of investments owned as of December 31, 2025 and 2024, by correspondence with the underlying investee companies, borrowers and others; when replies were not received from the underlying investee companies, borrowers and others, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosures to which it relates.
90
Table of Contents
Valuation of investments using significant unobservable inputs
Description of the Matter
|
As more fully described in Note 4 to the consolidated financial statements, the Company classified $2,386,232 thousand of its portfolio investments as Level 3 within the fair value hierarchy (Level 3 portfolio investments) as of December 31, 2025 which represents investments in Level 3 portfolio investments whose fair value, as disclosed by management, is determined in good faith by the Board of Directors. As described in Note 2 and Note 4 to the consolidated financial statements, management applied significant judgment in determining the fair value of these level 3 portfolio investments, which involved the use of significant unobservable inputs related to i) hypothetical market yields and premiums/(discounts), and the probability weighting of alternative outcomes for debt securities; and ii) revenue and EBITDA multiples for equity and warrant investments. Auditing the fair value of the Company’s Level 3 investments involved a high degree of auditor judgment and extensive audit effort, as changes in the valuation techniques or significant unobservable inputs could have resulted in significant changes in fair value measurements. |
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls related to the Company’s investment valuation process, including controls related to the Company’s assessment of valuation techniques and significant unobservable inputs used in determining the fair value measurements of the Level 3 portfolio investments. Our audit procedures included, among others, evaluating the Company’s valuation techniques and significant unobservable inputs used. Our audit procedures also included, for a sample of Level 3 portfolio investments, testing the mathematical accuracy of the fair value calculations and testing the accuracy of other relevant inputs used in estimating fair value measurements, such as investment terms and portfolio company financial information. For example, we compared publicly available information in the Company’s valuation models (e.g., market yields, revenue and EBITDA multiples of comparable public companies and comparable public transactions) to information available from third-party market research providers. We also compared the significant inputs in the Company’s valuation models to source documents, such as portfolio company financial statements and capitalization tables. To evaluate the reasonableness of significant unobservable inputs, we assessed whether these inputs were developed in a manner consistent with the Company’s valuation policies and in some instances, we involved our valuation specialists to independently develop ranges using portfolio company and available market information to estimate the fair value of selected investments and we compared these ranges to the Company’s fair value measurements. We also evaluated subsequent events and transactions and considered whether they corroborated or contradicted the Company’s fair value measurements. |
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2019.
Los Angeles, California |
|
91
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Trinity Capital Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Trinity Capital Inc.’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Trintiy Capital Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of assets and liabilities of the Company, including the consolidated schedules of investments, as of December 31, 2025 and 2024, the related consolidated statements of operations, changes in net assets, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”) and our report dated February 25, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
92
Table of Contents
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Los Angeles, California
February 25, 2026
93
Table of Contents
TRINITY CAPITAL INC.
Consolidated Statements of Assets and Liabilities
(In thousands, except share and per share data)
|
|
December 31, |
|
|
December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
|
|
|
|
|
|
|
||
ASSETS |
|
|
|
|
|
|
||
Investments at fair value: |
|
|
|
|
|
|
||
Control investments (cost of $ |
|
$ |
|
|
$ |
|
||
Affiliate investments (cost of $ |
|
|
|
|
|
|
||
Non-Control / Non-Affiliate investments (cost of $ |
|
|
|
|
|
|
||
Total investments (cost of $ |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
|
|
|
|
|
||
Interest receivable |
|
|
|
|
|
|
||
Deferred credit facility costs |
|
|
|
|
|
|
||
Other assets |
|
|
|
|
|
|
||
Total assets |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
LIABILITIES |
|
|
|
|
|
|
||
Credit Facility |
|
$ |
|
|
$ |
|
||
Secured Notes, net of $ |
|
|
|
|
|
— |
|
|
Unsecured Notes, net of $ |
|
|
|
|
|
|
||
Distribution payable |
|
|
|
|
|
|
||
Security deposits |
|
|
|
|
|
|
||
Accounts payable, accrued expenses and other liabilities |
|
|
|
|
|
|
||
Total liabilities |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
(Note 6) |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
NET ASSETS |
|
|
|
|
|
|
||
Common stock, $ |
|
|
|
|
|
|
||
Paid-in capital in excess of par |
|
|
|
|
|
|
||
Distributable earnings/(accumulated deficit) |
|
|
( |
) |
|
|
( |
) |
Total net assets |
|
|
|
|
|
|
||
Total liabilities and net assets |
|
$ |
|
|
$ |
|
||
NET ASSET VALUE PER SHARE |
|
$ |
|
|
$ |
|
||
See accompanying notes to consolidated financial statements.
94
Table of Contents
TRINITY CAPITAL INC.
Consolidated Statements of Operations
(In thousands, except share and per share data)
|
Year Ended |
|
|
Year Ended |
|
|
Year Ended |
|
||||||
|
December 31, 2025 |
|
|
December 31, 2024 |
|
|
December 31, 2023 |
|
||||||
INVESTMENT INCOME: |
|
|
|
|
|
|
|
|
|
|
|
|||
Interest and dividend income: |
|
|
|
|
|
|
|
|
|
|
|
|||
Control investments |
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|||
Affiliate investments |
|
|
|
|
|
|
|
|
|
|
|
|||
Non-Control / Non-Affiliate investments |
|
|
|
|
|
|
|
|
|
|
|
|||
Total interest and dividend income |
|
|
|
|
|
|
|
|
|
|
|
|||
Fee and other income: |
|
|
|
|
|
|
|
|
|
|
|
|||
Affiliate investments |
|
|
|
|
|
|
|
|
|
|
|
|||
Non-Control / Non-Affiliate investments |
|
|
|
|
|
|
|
|
|
|
|
|||
Total fee and other income |
|
|
|
|
|
|
|
|
|
|
|
|||
Total investment income |
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||
EXPENSES: |
|
|
|
|
|
|
|
|
|
|
|
|||
Interest expense and other debt financing costs |
|
|
|
|
|
|
|
|
|
|
|
|||
Compensation and benefits |
|
|
|
|
|
|
|
|
|
|
|
|||
Professional fees |
|
|
|
|
|
|
|
|
|
|
|
|||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|||
Total gross expenses |
|
|
|
|
|
|
|
|
|
|
|
|||
Allocated expenses to Trinity Capital Adviser, LLC |
|
|
( |
) |
|
|
|
( |
) |
|
|
|
— |
|
Total net expenses |
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||
NET INVESTMENT INCOME/(LOSS) BEFORE TAXES |
|
|
|
|
|
|
|
|
|
|
|
|||
Excise tax expense |
|
|
|
|
|
|
|
|
|
|
|
|||
NET INVESTMENT INCOME |
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||
NET REALIZED GAIN/(LOSS) FROM INVESTMENTS: |
|
|
|
|
|
|
|
|
|
|
|
|||
Control investments |
|
|
— |
|
|
|
|
( |
) |
|
|
|
— |
|
Affiliate investments |
|
|
( |
) |
|
|
|
— |
|
|
|
|
( |
) |
Non-Control / Non-Affiliate investments |
|
|
( |
) |
|
|
|
( |
) |
|
|
|
( |
) |
Net realized gain/(loss) from investments |
|
|
( |
) |
|
|
|
( |
) |
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|||
NET CHANGE IN UNREALIZED APPRECIATION/(DEPRECIATION) FROM INVESTMENTS: |
|
|
|
|
|
|
|
|
|
|
|
|||
Control investments |
|
|
|
|
|
|
|
|
|
|
( |
) |
||
Affiliate investments |
|
|
( |
) |
|
|
|
|
|
|
|
|
||
Non-Control / Non-Affiliate investments |
|
|
|
|
|
|
( |
) |
|
|
|
( |
) |
|
Net change in unrealized appreciation/(depreciation) from investments |
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS |
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||
NET INVESTMENT INCOME PER SHARE - BASIC |
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|||
NET INVESTMENT INCOME PER SHARE - DILUTED |
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||
NET CHANGE IN NET ASSETS RESULTING FROM OPERATIONS PER SHARE - BASIC |
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|||
NET CHANGE IN NET ASSETS RESULTING FROM OPERATIONS PER SHARE - DILUTED |
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC |
|
|
|
|
|
|
|
|
|
|
|
|||
WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED |
|
|
|
|
|
|
|
|
|
|
|
|||
See accompanying notes to consolidated financial statements.
95
Table of Contents
TRINITY CAPITAL INC.
Consolidated Statements of Changes in Net Assets
(In thousands, except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
Distributable |
|
|
|
|
|||||
|
|
|
|
|
|
|
|
Paid In Capital |
|
|
Earnings / |
|
|
|
|
|||||
|
|
Common Stock |
|
|
in Excess of |
|
|
(Accumulated |
|
|
Total |
|
||||||||
|
|
Shares |
|
|
Par Value |
|
|
Par Value |
|
|
Loss) |
|
|
Net Assets |
|
|||||
Balance as of December 31, 2022 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Issuance of common stock pursuant to distribution reinvestment plan |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Issuance of restricted stock awards |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Issuance of common stock, net of issuance costs |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||
Retired and forfeited shares of restricted stock |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Stock repurchase and cancellation of shares |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Distributions to stockholders |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Tax reclassification |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
Net increase/(decrease) in net assets resulting from operations |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Balance as of December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Issuance of common stock pursuant to distribution reinvestment plan |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Issuance of restricted stock awards |
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
||
Issuance of common stock, net of issuance costs |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||
Retired and forfeited shares of restricted stock |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Distributions to stockholders |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Tax reclassification |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
Net increase/(decrease) in net assets resulting from operations |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Balance as of December 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Issuance of common stock pursuant to distribution reinvestment plan |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Issuance of restricted stock awards |
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
||
Issuance of common stock, net of issuance costs |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||
Retired and forfeited shares of restricted stock |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Additional paid-in capital in connection with Convertible Notes Redemption |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Distributions to stockholders |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Tax reclassification |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
Net increase/(decrease) in net assets resulting from operations |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Balance as of December 31, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
See accompanying notes to consolidated financial statements.
96
Table of Contents
TRINITY CAPITAL INC.
Consolidated Statements of Cash Flows
(In thousands)
|
|
Year Ended |
|
|
Year Ended |
|
|
Year Ended |
|
|||
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
|
December 31, 2023 |
|
|||
Cash flows provided by/(used in) operating activities: |
|
|
|
|
|
|
|
|
|
|||
Net increase/(decrease) in net assets resulting from operations |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Adjustments to reconcile net increase/(decrease) in net assets resulting from operation to net cash provided by/(used in) operating activities: |
|
|
|
|
|
|
|
|
|
|||
Purchase of investments, net of deferred fees |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Proceeds from sales and paydowns of investments |
|
|
|
|
|
|
|
|
|
|||
Net change in unrealized (appreciation)/depreciation from investments |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net realized (gain)/loss from investments |
|
|
|
|
|
|
|
|
|
|||
Accretion of original issue discounts and end of term payments on investments |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Amortization of deferred financing costs |
|
|
|
|
|
|
|
|
|
|||
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|||
Change in operating assets and liabilities |
|
|
|
|
|
|
|
|
|
|||
(Increase)/Decrease in interest receivable |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
(Increase)/Decrease in other assets |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Increase/(Decrease) in security deposits |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Increase/(Decrease) in accounts payable, accrued expenses and other liabilities |
|
|
|
|
|
|
|
|
|
|||
Net cash provided by/(used in) operating activities |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|||
Cash flows provided by/(used in) investing activities: |
|
|
|
|
|
|
|
|
|
|||
Disposal/(Acquisition) of fixed assets |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net cash provided by/(used in) investing activities |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|||
Cash flows provided by/(used in) financing activities |
|
|
|
|
|
|
|
|
|
|||
Issuance of common stock, net of issuance costs |
|
|
|
|
|
|
|
|
|
|||
Stock repurchase and cancellation of shares, net of costs |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Retirement of employee shares |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Cash distributions paid |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Issuance of Secured Notes, net of issuance costs |
|
|
|
|
|
— |
|
|
|
— |
|
|
Issuance of Unsecured Notes, net of issuance costs |
|
|
|
|
|
|
|
|
— |
|
||
Repayment of Unsecured Notes |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
Borrowings under Credit Facility |
|
|
|
|
|
|
|
|
|
|||
Repayments under Credit Facility |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net cash provided by/(used in) financing activities |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Net increase/(decrease) in cash, cash equivalents and restricted cash |
|
|
|
|
|
|
|
|
( |
) |
||
Cash, cash equivalents and restricted cash at beginning of period |
|
|
|
|
|
|
|
|
|
|||
Cash, cash equivalents and restricted cash at end of period |
|
$ |
|
|
$ |
|
|
$ |
|
|||
97
Table of Contents
|
|
Year Ended |
|
|
Year Ended |
|
|
Year Ended |
|
|||
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
|
December 31, 2023 |
|
|||
Supplemental and non-cash investing and financing activities: |
|
|
|
|
|
|
|
|
|
|||
Cash paid for interest |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Income tax, including excise tax, paid |
|
|
|
|
|
|
|
|
|
|||
Non-cash settlement of investments |
|
|
— |
|
|
|
— |
|
|
|
|
|
Distribution payable |
|
|
|
|
|
|
|
|
|
|||
Distributions reinvested |
|
|
|
|
|
|
|
|
|
|||
The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the Consolidated Statements of Assets and Liabilities that sum to the total of the same such amounts on the Consolidated Statements of Cash Flows:
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
|
December 31, 2023 |
|
|||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Restricted cash |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total cash, cash equivalents and restricted cash shown in the Consolidated Statements of Cash Flows |
|
$ |
|
|
$ |
|
|
$ |
|
|||
See accompanying notes to consolidated financial statements.
98
Table of Contents
TRINITY CAPITAL INC.
Consolidated Schedule of Investments
December 31, 2025
(In thousands, except share and per share data)
Portfolio Company (1) |
|
Type of Investment (2) |
|
Investment Date (3) |
|
Maturity Date |
|
Interest Rate (4) |
|
Principal |
|
|
Cost |
|
|
Fair Value (6) |
|
|
Footnotes |
|||
Debt Securities- United States |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Artificial Intelligence & Automation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Applied Digital Corporation |
|
Equipment Financing |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9)(10)(14)(19) |
||||||
|
|
Equipment Financing |
|
|
|
|
|
|
|
|
|
|
|
|
|
(9)(10)(14)(19) |
||||||
|
|
Equipment Financing |
|
|
|
|
|
|
|
|
|
|
|
|
|
(9)(10)(14) |
||||||
|
|
Equipment Financing |
|
|
|
|
|
|
|
|
|
|
|
|
|
(9)(10)(14)(19) |
||||||
Total Applied Digital Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Augmented Reality Concepts, Inc. |
|
Secured Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(14)(19)(22) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Cirrascale Cloud Services, LLC |
|
Equipment Financing |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9)(14)(19) |
||||||
|
|
Equipment Financing |
|
|
|
|
|
|
|
|
|
|
|
|
|
(9)(14)(19) |
||||||
Total Cirrascale Cloud Services, LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
D-Wave Quantum Inc. |
|
Equipment Financing |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9)(14)(19)(22) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
iGrafx, LLC |
|
Secured Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(20) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
K2View Inc. |
|
Secured Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(14) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sortera Technologies, Inc. |
|
Equipment Financing |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9)(14)(19) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Swimlane, Inc. |
|
Secured Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(9)(14)(19) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Tquila Automation, Inc |
|
Secured Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(14)(19) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Uniphore Technologies Inc. |
|
Secured Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(14)(19) |
||||||
|
|
Secured Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
(8)(14)(19) |
||||||
Total Uniphore Technologies Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sub-total: Artificial Intelligence & Automation ( |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|||||||
99
Table of Contents
TRINITY CAPITAL INC.
Consolidated Schedule of Investments
December 31, 2025
(In thousands, except share and per share data)
Portfolio Company (1) |
|
Type of Investment (2) |
|
Investment Date (3) |
|
Maturity Date |
|
Interest Rate (4) |
|
Principal |
|
|
Cost |
|
|
Fair Value (6) |
|
|
Footnotes |
|||
Debt Securities- United States, Continued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Biotechnology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Candel Therapeutics, Inc. |
|
Secured Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(10)(14)(19) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Pendulum Therapeutics, Inc. |
|
Secured Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(14) |
||||||
|
|
Secured Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
(8)(14) |
||||||
|
|
Secured Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
(8)(14) |
||||||
|
|
Secured Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
(8)(14) |
||||||
|
|
Secured Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
(8)(14) |
||||||
|
|
Secured Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
(8)(14) |
||||||
Total Pendulum Therapeutics, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Taysha Gene Therapies, Inc. |
|
Secured Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(9)(14)(19) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sub-total: Biotechnology ( |
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Connectivity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
AST & Science, LLC |
|
Equipment Financing |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9)(10)(14)(19) |
||||||
|
|
Equipment Financing |
|
|
|
|
|
|
|
|
|
|
|
|
|
(9)(10)(14)(19) |
||||||
|
|
Equipment Financing |
|
|
|
|
|
|
|
|
|
|
|
|
|
(9)(10)(14)(19) |
||||||
|
|
Equipment Financing |
|
|
|
|
|
|
|
|
|
|
|
|
|
(14) |
||||||
Total AST & Science, LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Tarana Wireless, Inc. |
|
Secured Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(9)(14)(19) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Vertical Communications, Inc. |
|
Secured Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(23) |
||||||
|
|
Secured Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
(23) |
||||||
|
|
Secured Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
(23) |
||||||
Total Vertical Communications, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sub-total: Connectivity ( |
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Consumer Products & Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Bobbie Baby, Inc. |
|
Equipment Financing |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9)(14)(19)(22) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Ogee, Inc. |
|
Secured Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(14)(19) |
||||||
|
|
Secured Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
(8)(14)(19) |
||||||
|
|
Secured Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
(8)(14)(19) |
||||||
|
|
Secured Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
(8)(14)(19) |
||||||
Total Ogee, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Quip NYC, Inc. |
|
Secured Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Rinse, Inc. |
|
Secured Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(14) |
||||||
|
|
Secured Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
(8)(14) |
||||||
Total Rinse, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sub-total: Consumer Products & Services ( |
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|||
100
Table of Contents
TRINITY CAPITAL INC.
Consolidated Schedule of Investments
December 31, 2025
(In thousands, except share and per share data)
Portfolio Company (1) |
|
Type of Investment (2) |
|
Investment Date (3) |
|
Maturity Date |
|
Interest Rate (4) |
|
Principal |
|
|
Cost |
|
|
Fair Value (6) |
|
|
Footnotes |
|||
Debt Securities- United States, Continued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Diagnostics & Tools |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Rapid Micro Biosystems, Inc. |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(9)(14)(19) |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sub-total: Diagnostics & Tools ( |
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Digital Assets Technology and Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Inca Digital, Inc. |
|
Secured Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(20) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sub-total: Digital Assets Technology and Services ( |
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Education Technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Edblox, Inc. |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(9) |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Yellowbrick Learning, Inc. |
|
Secured Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
||||||
|
|
Secured Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Yellowbrick Learning, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sub-total: Education Technology ( |
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Finance and Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Alt Lending SPV II, LLC |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(10)(12)(21) |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Beam Technologies, Inc. |
|
Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(9)(14)(15)(19) |
||||||
|
|
Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
(8)(9)(14)(15)(19) |
||||||
|
|
Secured Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
(9)(19) |
||||||
Total Beam Technologies, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Centivo Corporation |
|
Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(9)(14)(15)(19) |
||||||
|
|
Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
(8)(9)(14)(15)(19) |
||||||
|
|
Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
(8)(9)(14)(15)(19) |
||||||
|
|
Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
(8)(9)(14)(15)(19) |
||||||
|
|
Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
(8)(9)(14)(15)(19) |
||||||
Total Centivo Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Cherry Technologies, Inc. |
|
Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(9)(14)(19) |
||||||
|
|
Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
(8)(9)(14)(19) |
||||||
Total Cherry Technologies, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
101
Table of Contents
TRINITY CAPITAL INC.
Consolidated Schedule of Investments
December 31, 2025
(In thousands, except share and per share data)
Portfolio Company (1) |
|
Type of Investment (2) |
|
Investment Date (3) |
|
Maturity Date |
|
Interest Rate (4) |
|
Principal |
|
|
Cost |
|
|
Fair Value (6) |
|
|
Footnotes |
|||
Debt Securities- United States, Continued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Tilt Finance, Inc. (dba Empower Financial, Inc.) |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(9)(14)(19) |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8)(9)(14)(19) |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8)(9)(14)(19) |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8)(9)(14)(19) |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8)(14)(19) |
|||||||
Total Tilt Finance, Inc. (dba Empower Financial, Inc.) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Gravie, Inc. |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(9)(14)(19) |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Inshur, Inc. |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(14) |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Kafene, Inc. |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(14) |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Kard Financial, Inc. |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(14)(19) |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Lendflow, Inc. |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(9)(14)(19) |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8)(9)(14)(19) |
|||||||
Total Lendflow, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Mesa Financial, Inc. |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(10)(12)(21) |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Mesa Financing I, LLC |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(10)(12)(21) |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
One Million Metrics (dba Kinetic) |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(14)(19) |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Parafin SPV 2, LLC |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(10)(12)(21) |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Parafin SPV 3, LLC |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(10)(12)(21) |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
PatientFi, Inc. |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(9)(14)(19) |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8)(9)(14)(19) |
|||||||
Total PatientFi, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Slope Tech, Inc. |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(10)(12)(21) |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Thrivory, Inc. |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(10)(12)(21) |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Under Technologies, Inc. |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(9)(14)(19) |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8)(9)(14)(19) |
|||||||
Total Under Technologies, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
102
Table of Contents
TRINITY CAPITAL INC.
Consolidated Schedule of Investments
December 31, 2025
(In thousands, except share and per share data)
Portfolio Company (1) |
|
Type of Investment (2) |
|
Investment Date (3) |
|
Maturity Date |
|
Interest Rate (4) |
|
Principal |
|
|
Cost |
|
|
Fair Value (6) |
|
|
Footnotes |
|||
Debt Securities- United States, Continued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Wisetack, Inc. |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(9)(14)(19) |
|||||||
|
|
Secured Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
(9)(19) |
||||||
Total Wisetack, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sub-total: Finance and Insurance ( |
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Food and Agriculture Technologies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
DrinkPak, LLC |
|
Equipment Financing |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9)(14)(19) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sub-total: Food and Agriculture Technologies ( |
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Green Technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Commonwealth Fusion Systems, LLC |
|
Equipment Financing |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9)(14)(19) |
||||||
|
|
Equipment Financing |
|
|
|
|
|
|
|
|
|
|
|
|
|
(9)(14)(19) |
||||||
|
|
Equipment Financing |
|
|
|
|
|
|
|
|
|
|
|
|
|
(9)(14)(19) |
||||||
|
|
Equipment Financing |
|
|
|
|
|
|
|
|
|
|
|
|
|
(14) |
||||||
Total Commonwealth Fusion Systems, LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Electric Hydrogen Co. |
|
Equipment Financing |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(14) |
||||||
|
|
Equipment Financing |
|
|
|
|
|
|
|
|
|
|
|
|
|
(9)(14)(19) |
||||||
|
|
Equipment Financing |
|
|
|
|
|
|
|
|
|
|
|
|
|
(9)(14)(19) |
||||||
|
|
Equipment Financing |
|
|
|
|
|
|
|
|
|
|
|
|
|
(9)(14)(19) |
||||||
|
|
Equipment Financing |
|
|
|
|
|
|
|
|
|
|
|
|
|
(9)(14)(19) |
||||||
Total Electric Hydrogen Co. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Form Energy Inc. |
|
Equipment Financing |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9)(14)(19) |
||||||
|
|
Equipment Financing |
|
|
|
|
|
|
|
|
|
|
|
|
|
(9)(14)(19) |
||||||
Total Form Energy Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Hi-Power, LLC |
|
Equipment Financing |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(14) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
SeaOn Global, LLC |
|
Equipment Financing |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
||||||
|
|
Equipment Financing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total SeaOn Global, LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
103
Table of Contents
TRINITY CAPITAL INC.
Consolidated Schedule of Investments
December 31, 2025
(In thousands, except share and per share data)
Portfolio Company (1) |
|
Type of Investment (2) |
|
Investment Date (3) |
|
Maturity Date |
|
Interest Rate (4) |
|
Principal |
|
|
Cost |
|
|
Fair Value (6) |
|
|
Footnotes |
|||
Debt Securities- United States, Continued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Footprint International Holding, Inc. |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(14) |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8)(14) |
|||||||
Total Footprint International Holding, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sub-total: Green Technology ( |
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Healthcare Technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
B.Well Connected Health, Inc. |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(9)(14)(19) |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8)(9)(14)(19) |
|||||||
Total B.Well Connected Health, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Lightning Step Technologies, LLC |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(14)(20) |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8)(20) |
|||||||
Total Lightning Step Technologies, LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Moxe Health Corporation |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8) |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Paytient Technologies, Inc. |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(9)(14)(19) |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8)(9)(14)(19) |
|||||||
Total Paytient Technologies, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
PurpleLab, Inc. |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(14)(19) |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
TMRW Life Sciences, Inc. |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(14) |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8)(14) |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8)(14) |
|||||||
Total TMRW Life Sciences, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
WorkWell Prevention & Care Inc. |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(23) |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sub-total: Healthcare Technology ( |
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|||
104
Table of Contents
TRINITY CAPITAL INC.
Consolidated Schedule of Investments
December 31, 2025
(In thousands, except share and per share data)
Portfolio Company (1) |
|
Type of Investment (2) |
|
Investment Date (3) |
|
Maturity Date |
|
Interest Rate (4) |
|
Principal |
|
|
Cost |
|
|
Fair Value (6) |
|
|
Footnotes |
|||
Debt Securities- United States, Continued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Human Resource Technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Nomad Health, Inc. |
|
Secured Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(18)(23) |
||||||
|
|
Secured Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
(18)(23) |
||||||
Total Nomad Health, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sub-total: Human Resource Technology ( |
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Industrials |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
3DEO, Inc. |
|
Equipment Financing |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(14)(18) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sub-total: Industrials ( |
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Marketing, Media, and Entertainment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Angel Studios, Inc. |
|
Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(14)(19) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Grabit Interactive Media, Inc. |
|
Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(14) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Incontext Solutions, Inc. |
|
Secured Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Rarefied Atmosphere, Inc. |
|
Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(9)(14)(19) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Vox Media Holdings, Inc. |
|
Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(9)(14)(19) |
||||||
|
|
Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
(8)(9)(14)(19) |
||||||
Total Vox Media Holdings, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sub-total: Marketing, Media, and Entertainment ( |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|||||||||
105
Table of Contents
TRINITY CAPITAL INC.
Consolidated Schedule of Investments
December 31, 2025
(In thousands, except share and per share data)
Portfolio Company (1) |
|
Type of Investment (2) |
|
Investment Date (3) |
|
Maturity Date |
|
Interest Rate (4) |
|
Principal |
|
|
Cost |
|
|
Fair Value (6) |
|
|
Footnotes |
|||
Debt Securities- United States, Continued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Medical Devices |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Apiject Holdings, Inc. |
|
Equipment Financing |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9)(14)(19) |
||||||
|
|
Equipment Financing |
|
|
|
|
|
|
|
|
|
|
|
|
|
(9)(14)(19) |
||||||
Total Apiject Holdings, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Cagent Vascular, Inc. |
|
Secured Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(9)(14)(19) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Elucent Medical, Inc. |
|
Secured Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(9)(14)(19) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Lightforce Orthodontics, Inc. |
|
Secured Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(14)(19) |
||||||
|
|
Secured Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
(8)(14)(19) |
||||||
Total Lightforce Orthodontics, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Nalu Medical, Inc |
|
Secured Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(19)(22) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Neurolens, Inc. |
|
Secured Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(14) |
||||||
|
|
Secured Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
(8) |
||||||
Total Neurolens, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Neuros Medical, Inc. |
|
Secured Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(19) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Okami Medical, Inc. |
|
Secured Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(14)(19) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Restor3d, Inc. |
|
Secured Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(9)(14)(19) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Shoulder Innovations, Inc. |
|
Secured Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(9)(14) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Vital Connect, Inc. |
|
Secured Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(9)(14)(19) |
||||||
|
|
Secured Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
(8)(9)(14)(19) |
||||||
|
|
Secured Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
(8)(9)(14)(19) |
||||||
Total Vital Connect, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sub-total: Medical Devices ( |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Multi-Sector Holdings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Senior Credit Corp 2022 LLC |
|
Secured Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(10)(23) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sub-total: Multi-Sector Holdings ( |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|||||||||
106
Table of Contents
TRINITY CAPITAL INC.
Consolidated Schedule of Investments
December 31, 2025
(In thousands, except share and per share data)
Portfolio Company (1) |
|
Type of Investment (2) |
|
Investment Date (3) |
|
Maturity Date |
|
Interest Rate (4) |
|
Principal |
|
|
Cost |
|
|
Fair Value (6) |
|
|
Footnotes |
|||
Debt Securities- United States, Continued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Other Healthcare Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Cellares Corporation |
|
Equipment Financing |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(14)(19) |
||||||
|
|
Equipment Financing |
|
|
|
|
|
|
|
|
|
|
|
|
|
(14)(19) |
||||||
|
|
Equipment Financing |
|
|
|
|
|
|
|
|
|
|
|
|
|
(14)(19) |
||||||
|
|
Secured Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
(8)(19) |
||||||
Total Cellares Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Metabolon, Inc. |
|
Secured Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(15) |
||||||
|
|
Secured Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
(8)(14)(15) |
||||||
|
|
Secured Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
(8)(15) |
||||||
Total Metabolon, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Upward Health, Inc. |
|
Secured Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(9)(14)(19) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Renalogic Holdings, Inc. |
|
Secured Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(14)(20) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Velentium, Inc. |
|
Secured Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(9)(14) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sub-total: Other Healthcare Services ( |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Real Estate Technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Knockaway, Inc. |
|
Secured Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(14)(23) |
||||||
|
|
Secured Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
(23) |
||||||
Total Knockaway, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Knockaway Trinity Holdings, LLC |
|
Secured Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(10)(12)(21)(23) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Maxwell Financial Labs, Inc. |
|
Secured Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(14) |
||||||
|
|
Secured Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Maxwell Financial Labs, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Orchard Technologies, Inc. |
|
Secured Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sub-total: Real Estate Technology ( |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|||||||||
107
Table of Contents
TRINITY CAPITAL INC.
Consolidated Schedule of Investments
December 31, 2025
(In thousands, except share and per share data)
Portfolio Company (1) |
|
Type of Investment (2) |
|
Investment Date (3) |
|
Maturity Date |
|
Interest Rate (4) |
|
Principal |
|
|
Cost |
|
|
Fair Value (6) |
|
|
Footnotes |
|||
Debt Securities- United States, Continued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Software as a Service ("SaaS") |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Cpacket Networks, Inc. |
|
Secured Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(9)(14)(15) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Eyelit Technologies, Inc. |
|
Secured Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(14)(19)(20)(22) |
||||||
|
|
Secured Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
(8)(14)(19)(20)(22) |
||||||
|
|
Secured Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
(8)(14)(19)(20)(22) |
||||||
|
|
Secured Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
(8)(14)(19)(20)(22) |
||||||
Total Eyelit Technologies, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Hometown Ticketing, Inc. |
|
Secured Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(14)(19) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
CCP InterGalactic Buyer, LLC |
|
Secured Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(20) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
ServiceTrade, Inc. |
|
Secured Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(14)(19)(20)(22) |
||||||
|
|
Secured Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
(8)(14)(19)(20)(22) |
||||||
|
|
Secured Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
(8)(14)(19)(20)(22) |
||||||
|
|
Secured Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
(8)(14)(19)(20)(22) |
||||||
Total ServiceTrade, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Silk Technologies, Inc. |
|
Secured Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(9)(14)(19) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
SOCi, Inc. |
|
Secured Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(14)(19)(20) |
||||||
|
|
Secured Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
(8)(14)(19)(20) |
||||||
|
|
Secured Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
(8)(14)(19)(20) |
||||||
|
|
Secured Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
(8)(14)(19)(20) |
||||||
Total SOCi, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Steno Agency, Inc. |
|
Secured Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(9)(14)(19) |
||||||
|
|
Secured Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
(8)(9)(14)(19) |
||||||
|
|
Secured Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
(8)(9)(14)(19) |
||||||
Total Steno Agency, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
108
Table of Contents
TRINITY CAPITAL INC.
Consolidated Schedule of Investments
December 31, 2025
(In thousands, except share and per share data)
Portfolio Company (1) |
|
Type of Investment (2) |
|
Investment Date (3) |
|
Maturity Date |
|
Interest Rate (4) |
|
Principal |
|
|
Cost |
|
|
Fair Value (6) |
|
|
Footnotes |
|||
Debt Securities- United States, Continued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Ticketure LLC |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(14)(20) |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Xytech Systems, LLC |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(19)(20) |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8)(14)(19)(20) |
|||||||
Total Xytech Systems, LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sub-total: SaaS ( |
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Space Technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Astranis Space Technology Corporation |
|
Equipment Financing |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9)(14)(19) |
||||||
|
|
Equipment Financing |
|
|
|
|
|
|
|
|
|
|
|
|
|
(9)(14)(19) |
||||||
|
|
Equipment Financing |
|
|
|
|
|
|
|
|
|
|
|
|
|
(9)(14)(19) |
||||||
|
|
Equipment Financing |
|
|
|
|
|
|
|
|
|
|
|
|
|
(9)(14)(19) |
||||||
|
|
Equipment Financing |
|
|
|
|
|
|
|
|
|
|
|
|
|
(14)(19) |
||||||
|
|
Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
(8)(9)(14)(19) |
||||||
Total Astranis Space Technology Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Impulse Space, Inc. |
|
Equipment Financing |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9)(14)(19)(22) |
||||||
|
|
Equipment Financing |
|
|
|
|
|
|
|
|
|
|
|
|
|
(9)(14)(19)(22) |
||||||
|
|
Equipment Financing |
|
|
|
|
|
|
|
|
|
|
|
|
|
(9)(14)(19)(22) |
||||||
|
|
Equipment Financing |
|
|
|
|
|
|
|
|
|
|
|
|
|
(9)(14)(19)(22) |
||||||
|
|
Equipment Financing |
|
|
|
|
|
|
|
|
|
|
|
|
|
(9)(14)(19)(22) |
||||||
|
|
Equipment Financing |
|
|
|
|
|
|
|
|
|
|
|
|
|
(9)(14)(19)(22) |
||||||
Total Impulse Space, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Kymeta Corporation |
|
Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(9)(14)(19) |
||||||
|
|
Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
(8)(9)(14)(19) |
||||||
Total Kymeta Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
109
Table of Contents
TRINITY CAPITAL INC.
Consolidated Schedule of Investments
December 31, 2025
(In thousands, except share and per share data)
Portfolio Company (1) |
|
Type of Investment (2) |
|
Investment Date (3) |
|
Maturity Date |
|
Interest Rate (4) |
|
Principal |
|
|
Cost |
|
|
Fair Value (6) |
|
|
Footnotes |
|||
Debt Securities- United States, Continued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Slingshot Aerospace, Inc. |
|
Secured Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(9)(14)(19) |
||||||
|
|
Secured Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Slingshot Aerospace, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sub-total: Space Technology ( |
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Supply Chain Technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Inktavo, LLC |
|
Secured Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(20) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Macrofab, Inc. |
|
Secured Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Nucleus RadioPharma, Inc. |
|
Equipment Financing |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9)(14) |
||||||
|
|
Equipment Financing |
|
|
|
|
|
|
|
|
|
|
|
|
|
(9)(14) |
||||||
|
|
Equipment Financing |
|
|
|
|
|
|
|
|
|
|
|
|
|
(9)(14) |
||||||
Total Nucleus RadioPharma, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sub-total: Supply Chain Technology ( |
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Transportation Technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
EH Leasing Company, LLC |
|
Equipment Financing |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(19) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
NextCar Holding Company, Inc. |
|
Secured Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(18) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Get Spiffy, Inc. |
|
Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(9)(15) |
||||||
|
|
Equipment Financing |
|
|
|
|
|
|
|
|
|
|
|
|
|
(9) |
||||||
Total Get Spiffy, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
110
Table of Contents
TRINITY CAPITAL INC.
Consolidated Schedule of Investments
December 31, 2025
(In thousands, except share and per share data)
Portfolio Company (1) |
|
Type of Investment (2) |
|
Investment Date (3) |
|
Maturity Date |
|
Interest Rate (4) |
|
Principal |
|
|
Cost |
|
|
Fair Value (6) |
|
|
Footnotes |
|||
Debt Securities- United States, Continued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Uveye, Inc. |
|
Equipment Financing |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(14) |
||||||
|
|
Equipment Financing |
|
|
|
|
|
|
|
|
|
|
|
|
|
(14) |
||||||
|
|
Equipment Financing |
|
|
|
|
|
|
|
|
|
|
|
|
|
(14) |
||||||
|
|
Equipment Financing |
|
|
|
|
|
|
|
|
|
|
|
|
|
(14) |
||||||
|
|
Equipment Financing |
|
|
|
|
|
|
|
|
|
|
|
|
|
(14) |
||||||
|
|
Equipment Financing |
|
|
|
|
|
|
|
|
|
|
|
|
|
(14) |
||||||
|
|
Equipment Financing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Equipment Financing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Uveye, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Zuum Transportation, Inc. |
|
Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(18) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sub-total: Transportation Technology ( |
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total: Debt Securities- United States ( |
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Debt Securities- Canada |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Construction Technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Nexii, Inc. |
|
Secured Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(10)(23) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sub-total: Construction Technology ( |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Real Estate Technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Maple Raptor Acquisition Inc. (dba Rentsync) |
|
Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(10)(20) |
||||||
|
|
Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
(8)(20) |
||||||
Total Maple Raptor Acquisition Inc. (dba Rentsync) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sub-total: Real Estate Technology ( |
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Space Technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Earthdaily Constellation Holdings, LP |
|
Equipment Financing |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9)(10)(14)(19) |
||||||
|
|
Equipment Financing |
|
|
|
|
|
|
|
|
|
|
|
|
|
(9)(10)(14)(19) |
||||||
Total Earthdaily Constellation Holdings, LP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sub-total: Space Technology ( |
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Supply Chain Technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
GoFor Delivers, Inc. |
|
Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(10)(14)(23) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sub-total: Supply Chain Technology ( |
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total: Debt Securities- Canada ( |
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|||||
111
Table of Contents
TRINITY CAPITAL INC.
Consolidated Schedule of Investments
December 31, 2025
(In thousands, except share and per share data)
Portfolio Company (1) |
|
Type of Investment (2) |
|
Investment Date (3) |
|
Maturity Date |
|
Interest Rate (4) |
|
Principal |
|
|
Cost |
|
|
Fair Value (6) |
|
|
Footnotes |
|||
Debt Securities- Europe |
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Consumer Products & Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Motorway Online, Ltd |
|
Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(10) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sub-total: Consumer Products & Services ( |
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Healthcare Technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Unmind LTD |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(10) |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sub-total: Healthcare Technology ( |
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Medical Devices |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
CMR Surgical Limited |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(10)(14)(19) |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8)(14)(19) |
|||||||
Total CMR Surgical Limited |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sub-total: Medical Devices ( |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Other Healthcare Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Zandivio PLC |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(8)(10)(14)(19) |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sub-total: Other Healthcare Services ( |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total: Debt Securities- Europe ( |
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total: Debt Securities ( |
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|||||
112
Table of Contents
TRINITY CAPITAL INC.
Consolidated Schedule of Investments
December 31, 2025
(In thousands, except share and per share data)
Portfolio Company (1) |
|
Type of |
|
Investment Date (3) |
|
Expiration Date |
|
Series |
|
Shares |
|
|
Strike Price |
|
|
Cost |
|
|
Fair Value (6) |
|
|
Footnotes |
||||
Warrant Investments- United States |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Artificial Intelligence & Automation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Ambient Photonics, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
D-Wave Quantum Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9)(19)(22) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Everalbum, Inc. |
|
Warrant |
|
|
|
Class A Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Hologram, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
K2View Inc. |
|
Warrant |
|
|
|
Ordinary |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(17) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sortera Technologies, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9)(19) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Swimlane, Inc. |
|
Warrant |
|
|
|
Preferred Series B |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9)(17)(19) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Tquila Automation, Inc |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(19) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Uniphore Technologies Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(19) |
||||||
|
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
||||||
Total Uniphore Technologies Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sub-Total: Artificial Intelligence & Automation ( |
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Biotechnology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Candel Therapeutics, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(10) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Pendulum Therapeutics, Inc. |
|
Warrant |
|
|
|
Preferred Series B |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(17) |
||||||
|
|
Warrant |
|
|
|
Preferred Series B |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
(17) |
||||||
|
|
Warrant |
|
|
|
Preferred Series C |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
(17) |
||||||
|
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
||||||
|
|
Warrant |
|
|
|
Preferred Series C |
|
|
|
|
$ |
|
|
|
1, |
|
|
|
|
|
(17) |
|||||
Total Pendulum Therapeutics, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sub-Total: Biotechnology ( |
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Connectivity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Tarana Wireless, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
||||||
|
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
(9)(19) |
||||||
Total Tarana Wireless, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Vertical Communications, Inc. |
|
Warrant |
|
|
|
Preferred Series A |
|
|
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
(11)(17)(23) |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
viaPhoton, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sub-Total: Connectivity ( |
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Construction Technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Project Frog, Inc. |
|
Warrant |
|
|
|
Preferred Series AA-1 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(17)(23) |
||||||
|
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
(23) |
||||||
|
|
Warrant |
|
|
|
Preferred Series CC |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
(17)(23) |
||||||
Total Project Frog, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sub-total: Construction Technology ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
||||
113
Table of Contents
TRINITY CAPITAL INC.
Consolidated Schedule of Investments
December 31, 2025
(In thousands, except share and per share data)
Portfolio Company (1) |
|
Type of |
|
Investment Date (3) |
|
Expiration Date |
|
Series |
|
Shares |
|
|
Strike Price |
|
|
Cost |
|
|
Fair Value (6) |
|
|
Footnotes |
||||
Warrant Investments- United States, Continued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Consumer Products & Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
BaubleBar, Inc. |
|
Warrant |
|
|
|
Preferred Series C |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(17) |
||||||
|
|
Warrant |
|
|
|
Preferred Series C |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
(17) |
||||||
Total BaubleBar, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Bobbie Baby, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9)(19)(22) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Boosted eCommerce, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Happiest Baby, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Madison Reed, Inc. |
|
Warrant |
|
|
|
Preferred Series C |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(17) |
||||||
|
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
||||||
|
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
||||||
Total Madison Reed, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Ogee, Inc. |
|
Warrant |
|
|
|
Preferred Series A-3 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(17)(19) |
||||||
|
|
Warrant |
|
|
|
Preferred Series A-3 |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
(17)(19) |
||||||
|
|
Warrant |
|
|
|
Preferred Series A-3 |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
(17)(19) |
||||||
|
|
Warrant |
|
|
|
Preferred Series A-3 |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
(17)(19) |
||||||
Total Ogee, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Portofino Labs, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
||||||
|
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
||||||
Total Portofino Labs, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Quip NYC, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Rinse, Inc. |
|
Warrant |
|
|
|
Preferred Series C |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(17) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
SI Tickets, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Super73, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Trendly, Inc. |
|
Warrant |
|
|
|
Preferred Series A |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(17) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Whoop, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9)(19) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sub-total: Consumer Products & Services ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diagnostics & Tools |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Rapid Micro Biosystems, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9)(19) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sub-total: Diagnostics & Tools ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Education Technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Edblox, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
(9) |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Yellowbrick Learning, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sub-Total: Education Technology ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
— |
|
|
|
|||
114
Table of Contents
TRINITY CAPITAL INC.
Consolidated Schedule of Investments
December 31, 2025
(In thousands, except share and per share data)
Portfolio Company (1) |
|
Type of |
|
Investment Date (3) |
|
Expiration Date |
|
Series |
|
Shares |
|
|
Strike Price |
|
|
Cost |
|
|
Fair Value (6) |
|
|
Footnotes |
||||
Warrant Investments- United States, Continued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Finance and Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Alt Platform Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(10)(12)(21) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Beam Technologies, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9)(19) |
||||||
|
|
Warrant |
|
|
|
Preferred Series F Prime |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
(9)(17)(19) |
||||||
Total Beam Technologies, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Bestow, Inc. |
|
Warrant |
|
|
|
Preferred Series C-2 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(17) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Centivo Corporation |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9)(19) |
||||||
|
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
(9)(19) |
||||||
|
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
(9)(19) |
||||||
|
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
(9)(19) |
||||||
|
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
(9)(19) |
||||||
Total Centivo Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
DailyPay, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Tilt Finance, Inc. (dba Empower Financial, Inc.) |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9)(19) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Freedom Advisors Group LLC |
|
Warrant |
|
|
|
Class B Units |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(17) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gravie, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9)(19) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Inshur, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Kafene, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Kard Financial, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(19) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
One Million Metrics (dba Kinetic) |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(19) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Lendflow, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9)(19) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mesa Financial, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(10)(12)(21) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mesa Financing I, LLC |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
(10)(12)(21) |
|||||
|
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
|
|
|
|
— |
|
|
(10)(12)(21) |
|||||
|
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
|
|
|
|
— |
|
|
(10)(12)(21) |
|||||
Total Mesa Financing I, LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Parafin, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(10)(12)(21) |
||||||
|
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
(10)(12)(21) |
||||||
|
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
(10)(12)(21) |
||||||
Total Parafin, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
PatientFi, Inc. |
|
Warrant |
|
|
|
Preferred Series B |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9)(17)(19) |
||||||
|
|
Warrant |
|
|
|
Preferred Series B |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
(9)(17)(19) |
||||||
Total PatientFi, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
115
Table of Contents
TRINITY CAPITAL INC.
Consolidated Schedule of Investments
December 31, 2025
(In thousands, except share and per share data)
Portfolio Company (1) |
|
Type of |
|
Investment Date (3) |
|
Expiration Date |
|
Series |
|
Shares |
|
|
Strike Price |
|
|
Cost |
|
|
Fair Value (6) |
|
|
Footnotes |
||||
Warrant Investments- United States, Continued |
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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||||
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Slope Tech, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(10)(12)(21) |
||||||
|
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
(10)(12)(21) |
||||||
Total Slope Tech, Inc. |
|
|
|
|
|
|
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||||
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Thrivory, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(10)(12)(21) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Under Technologies, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9)(19) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Wisetack, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9)(19) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sub-Total: Finance and Insurance ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Food and Agriculture Technologies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Athletic Brewing Company, LLC |
|
Warrant |
|
|
|
Class B Units |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(17) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
DrinkPak, LLC |
|
Warrant |
|
|
|
Common Units |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9) |
||||||
|
|
Warrant |
|
|
|
Common Units |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
(9)(19) |
||||||
Total DrinkPak, LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
GrubMarket, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Intelligent Brands, Inc. (f.k.a. PSB Holdings, Inc.) |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
|
|||||
|
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
|
|
|
|
— |
|
|
|
|||||
Total Intelligent Brands, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
The Fynder Group, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Zero Acre Farms, Inc. |
|
Warrant |
|
|
|
Class A Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sub-Total: Food and Agriculture Technologies ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Green Technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Bolb, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Edeniq, Inc. |
|
Warrant |
|
|
|
Preferred Series B |
|
|
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
(11)(17)(23) |
|||||
|
|
Warrant |
|
|
|
Preferred Series B |
|
|
|
|
$ |
|
|
|
— |
|
|
|
|
|
(11)(17)(23) |
|||||
|
|
Warrant |
|
|
|
Preferred Series C |
|
|
|
|
$ |
|
|
|
— |
|
|
|
|
|
(11)(17)(23) |
|||||
|
|
Warrant |
|
|
|
Preferred Series C |
|
|
|
|
$ |
|
|
|
— |
|
|
|
|
|
(11)(17)(23) |
|||||
|
|
Warrant |
|
|
|
Preferred Series D |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
(17)(23) |
||||||
Total Edeniq, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Footprint International Holding, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
|
|||||
|
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
|
|
|
|
— |
|
|
|
|||||
|
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
|
|
|
|
— |
|
|
|
|||||
|
|
Warrant |
|
|
|
Preferred Class F |
|
|
|
|
$ |
|
|
|
— |
|
|
|
— |
|
|
(17) |
||||
Total Footprint International Holding, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Form Energy Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9)(19) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mainspring Energy, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
||||||
|
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
||||||
|
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
||||||
Total Mainspring Energy, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
RTS Holding, Inc. |
|
Warrant |
|
|
|
Preferred Series C |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9)(17) |
||||||
|
|
Warrant |
|
|
|
Preferred Series D |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
(9)(17) |
||||||
|
|
Warrant |
|
|
|
Preferred Series D-1 |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
(9)(17) |
||||||
Total RTS Holding, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sub-Total: Green Technology ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
||||
116
Table of Contents
TRINITY CAPITAL INC.
Consolidated Schedule of Investments
December 31, 2025
(In thousands, except share and per share data)
Portfolio Company (1) |
|
Type of |
|
Investment Date (3) |
|
Expiration Date |
|
Series |
|
Shares |
|
|
Strike Price |
|
|
Cost |
|
|
Fair Value (6) |
|
|
Footnotes |
||||
Warrant Investments- United States, Continued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Healthcare Technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
B.Well Connected Health, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9)(19) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Dentologie Enterprises, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Exer Holdings, LLC |
|
Warrant |
|
|
|
Common Units |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Hospitalists Now, Inc. |
|
Warrant |
|
|
|
Preferred Series D-2 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(17) |
||||||
|
|
Warrant |
|
|
|
Preferred Series D-2 |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
(17) |
||||||
Total Hospitalists Now, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Lark Technologies, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
||||||
|
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
||||||
|
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
||||||
Total Lark Technologies, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Moxe Health Corporation |
|
Warrant |
|
|
|
Preferred Series B |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(17) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Paytient Technologies, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9)(19) |
||||||
|
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
(9)(19) |
||||||
Total Paytient Technologies, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
PurpleLab, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(19) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
TMRW Life Sciences, Inc. |
|
Warrant |
|
|
|
Class A Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
|
|||||
|
|
Warrant |
|
|
|
Class A Common Stock |
|
|
|
|
$ |
|
|
|
|
|
|
— |
|
|
|
|||||
Total TMRW Life Sciences, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sub-Total: Healthcare Technology ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Human Resource Technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
BetterLeap, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sub-Total: Human Resource Technology ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Industrials |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
3DEO, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sub-total: Industrials ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
— |
|
|
|
|||
117
Table of Contents
TRINITY CAPITAL INC.
Consolidated Schedule of Investments
December 31, 2025
(In thousands, except share and per share data)
Portfolio Company (1) |
|
Type of |
|
Investment Date (3) |
|
Expiration Date |
|
Series |
|
Shares |
|
|
Strike Price |
|
|
Cost |
|
|
Fair Value (6) |
|
|
Footnotes |
||||
Warrant Investments- United States, Continued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Marketing, Media, and Entertainment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Angel Studios, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(19) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Drone Racing League, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Firefly Systems, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Grabit Interactive Media, Inc. |
|
Warrant |
|
|
|
Preferred Series A |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(17) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Incontext Solutions, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
PebblePost, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Rarefied Atmosphere, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9)(19) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Vox Media Holdings, Inc. |
|
Warrant |
|
|
|
Class A Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9)(19) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sub-Total: Marketing, Media, and Entertainment ( |
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Medical Devices |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Apiject Holdings, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9)(19) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Convergent Dental, Inc. |
|
Warrant |
|
|
|
Preferred Series D |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9)(17) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Delphinus, Inc. |
|
Warrant |
|
|
|
Preferred Series E |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9)(17) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Elucent Medical, Inc. |
|
Warrant |
|
|
|
Preferred Series C-2 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9)(17)(19) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Lightforce Orthodontics, Inc. |
|
Warrant |
|
|
|
Preferred Series D |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(17)(19) |
||||||
|
|
Warrant |
|
|
|
Preferred Series D |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
(17)(19) |
||||||
Total Lightforce Orthodontics, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Nalu Medical, Inc |
|
Warrant |
|
|
|
Preferred Series E |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(17)(19)(22) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Neuros Medical, Inc. |
|
Warrant |
|
|
|
Preferred Series C |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9)(17) |
||||||
|
|
Warrant |
|
|
|
Preferred Series C |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
(9)(17) |
||||||
Total Neuros Medical, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Okami Medical, Inc. |
|
Warrant |
|
|
|
Preferred Series F-1 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(17)(19) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Restor3d, Inc. |
|
Warrant |
|
|
|
Preferred Series A |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9)(17)(19) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Shoulder Innovations, Inc. |
|
Warrant |
|
|
|
Preferred Series D |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9)(17) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sub-Total: Medical Devices ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other Healthcare Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cellares Corporation |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(19) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Upward Health, Inc. |
|
Warrant |
|
|
|
Class A Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9)(19) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Metabolon, Inc. |
|
Warrant |
|
|
|
Preferred Series 3 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(17) |
||||||
|
|
Warrant |
|
|
|
Preferred Series 3 |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
(17) |
||||||
|
|
Warrant |
|
|
|
Preferred Series 3 |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
(17) |
||||||
Total Metabolon, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Velentium, Inc. |
|
Warrant |
|
|
|
Class B Units |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9)(17) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sub-Total: Other Healthcare Services ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
||||
118
Table of Contents
TRINITY CAPITAL INC.
Consolidated Schedule of Investments
December 31, 2025
(In thousands, except share and per share data)
Portfolio Company (1) |
|
Type of |
|
Investment Date (3) |
|
Expiration Date |
|
Series |
|
Shares |
|
|
Strike Price |
|
|
Cost |
|
|
Fair Value (6) |
|
|
Footnotes |
||||
Warrant Investments- United States, Continued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Real Estate Technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Homelight Lending, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Knockaway, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
(23) |
|||||
|
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
|
|
|
|
— |
|
|
(23) |
|||||
|
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
|
— |
|
|
|
— |
|
|
(23) |
||||
|
|
Warrant |
|
|
|
Preferred Series AA |
|
|
|
|
$ |
|
|
|
— |
|
|
|
— |
|
|
(10)(12)(17)(21)(23) |
||||
|
|
Warrant |
|
|
|
Preferred Series BB |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
(17)(23) |
||||||
|
|
Warrant |
|
|
|
Preferred Series AA-1 |
|
|
|
|
$ |
|
|
|
— |
|
|
|
— |
|
|
(17)(23) |
||||
Total Knockaway, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Maxwell Financial Labs, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
|
|||||
|
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
|
|
|
|
— |
|
|
|
|||||
|
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
|
|
|
|
— |
|
|
|
|||||
|
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
|
|
|
|
— |
|
|
|
|||||
|
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
|
|
|
|
— |
|
|
|
|||||
|
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
|
|
|
|
— |
|
|
|
|||||
Total Maxwell Financial Labs, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Orchard Technologies, Inc. |
|
Warrant |
|
|
|
Preferred Series 1 |
|
|
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
(17) |
|||||
|
|
Warrant |
|
|
|
Preferred Series 1 |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
(17) |
||||||
Total Orchard Technologies, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sub-Total: Real Estate Technology ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
SaaS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cart.com, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cpacket Networks, Inc. |
|
Warrant |
|
|
|
Class B Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Crowdtap, Inc. |
|
Warrant |
|
|
|
Preferred Series B |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(17) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gtxcel, Inc. |
|
Warrant |
|
|
|
Preferred Series D |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
(17) |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Lucidworks, Inc. |
|
Warrant |
|
|
|
Preferred Series D |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(17) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Reciprocity, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
|
|||||
|
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
|
|
|
|
— |
|
|
|
|||||
Total Reciprocity, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Silk Technologies, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9)(19) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Smartly, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Steno Agency, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9)(19) |
||||||
|
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
(9)(19) |
||||||
Total Steno Agency, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
The Tomorrow Companies, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sub-Total: SaaS ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
||||
119
Table of Contents
TRINITY CAPITAL INC.
Consolidated Schedule of Investments
December 31, 2025
(In thousands, except share and per share data)
Portfolio Company (1) |
|
Type of |
|
Investment Date (3) |
|
Expiration Date |
|
Series |
|
Shares |
|
|
Strike Price |
|
|
Cost |
|
|
Fair Value (6) |
|
|
Footnotes |
||||
Warrant Investments- United States, Continued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Space Technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Astranis Space Technology Corporation |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9)(19) |
||||||
|
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
(9)(19) |
||||||
|
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
(9)(19) |
||||||
|
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
(9)(19) |
||||||
Total Astranis Space Technology Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Axiom Space, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
||||||
|
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
||||||
Total Axiom Space, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Hermeus Corporation |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9)(19) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Impulse Space, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9)(19)(22) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Slingshot Aerospace, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9)(19) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Kymeta Corporation |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9)(19) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sub-Total: Space Technology ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Supply Chain Technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Macrofab, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
|
|||||
|
|
Warrant |
|
|
|
Preferred Series C-1 |
|
|
|
|
$ |
|
|
|
|
|
|
— |
|
|
(17) |
|||||
|
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
|
|
|
|
— |
|
|
|
|||||
|
|
Warrant |
|
|
|
Preferred Series C-1 |
|
|
|
|
$ |
|
|
|
|
|
|
— |
|
|
(17) |
|||||
|
|
Warrant |
|
|
|
Preferred Series C-1 |
|
|
|
|
$ |
|
|
|
|
|
|
— |
|
|
(17) |
|||||
|
|
Warrant |
|
|
|
Preferred Series C-1 |
|
|
|
|
$ |
|
|
|
|
|
|
— |
|
|
(17) |
|||||
Total Macrofab, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Nucleus RadioPharma, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sub-Total: Supply Chain Technology ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Transportation Technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Get Spiffy, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
(9) |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
NextCar Holding Company, Inc. |
|
Warrant |
|
|
|
Class A Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
(13) |
|||||
|
|
Warrant |
|
|
|
Class A Common Stock |
|
|
|
|
$ |
|
|
|
|
|
|
— |
|
|
(13) |
|||||
|
|
Warrant |
|
|
|
Class A Common Stock |
|
|
|
|
$ |
|
|
|
|
|
|
— |
|
|
(13) |
|||||
|
|
Warrant |
|
|
|
Class A Common Stock |
|
|
|
|
$ |
|
|
|
|
|
|
— |
|
|
(13) |
|||||
|
|
Warrant |
|
|
|
Preferred Series A-2 |
|
|
|
|
$ |
|
|
|
|
|
|
— |
|
|
(13)(17) |
|||||
Total NextCar Holding Company, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Uveye, Inc. |
|
Warrant |
|
|
|
Ordinary |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(17) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Zuum Transportation, Inc. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sub-Total: Transportation Technology ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total: Warrant Investments- United States ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
||||
120
Table of Contents
TRINITY CAPITAL INC.
Consolidated Schedule of Investments
December 31, 2025
(In thousands, except share and per share data)
Portfolio Company (1) |
|
Type of |
|
Investment Date (3) |
|
Expiration Date |
|
Series |
|
Shares |
|
|
Strike Price |
|
|
Cost |
|
|
Fair Value (6) |
|
|
Footnotes |
||||
Warrant Investments- Canada |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Space Technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earthdaily Constellation Holdings, LP |
|
Warrant |
|
|
|
Class B Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(9)(10)(19) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sub-Total: Space Technology ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total: Warrant Investments- Canada ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Warrant Investments- Europe |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Consumer Products & Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Motorway Online, Ltd |
|
Warrant |
|
|
|
Ordinary |
|
|
|
|
€ |
|
|
$ |
|
|
$ |
|
|
(10)(17) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sub-Total: Consumer Products & Services ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Healthcare Technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unmind LTD |
|
Warrant |
|
|
|
Ordinary |
|
|
|
|
€ |
|
|
$ |
|
|
$ |
|
|
(10)(17) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sub-Total: Healthcare Technology ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Industrials |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Aledia, Inc. |
|
Warrant |
|
|
|
Ordinary |
|
|
|
|
€ |
|
|
$ |
|
|
$ |
|
|
(10)(17) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sub-Total: Industrials ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Medical Devices |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
CMR Surgical Limited |
|
Warrant |
|
|
|
Ordinary |
|
|
|
|
€ |
|
|
$ |
|
|
$ |
|
|
(10)(17)(19) |
||||||
|
|
Warrant |
|
|
|
Ordinary |
|
|
|
|
€ |
|
|
|
|
|
|
|
|
(17) |
||||||
Total CMR Surgical Limited |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sub-Total: Medical Devices ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other Healthcare Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Zandivio PLC |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
€ |
|
|
$ |
|
|
$ |
|
|
(10)(19) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sub-Total: Other Healthcare Services ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Space Technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
All.Space Networks, Limited. |
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
(10) |
|||||
|
|
Warrant |
|
|
|
Common Stock |
|
|
|
|
$ |
|
|
|
|
|
|
— |
|
|
(10) |
|||||
Total All.Space Networks, Limited. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sub-Total: Space Technology ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
— |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total: Warrant Investments- Europe ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total: Warrant Investments- ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
||||
121
Table of Contents
TRINITY CAPITAL INC.
Consolidated Schedule of Investments
December 31, 2025
(In thousands, except share and per share data)
Portfolio Company (1) |
|
Type of |
|
Investment Date (3) |
|
Shares / Principal |
|
|
Series |
|
Cost |
|
|
Fair Value (6) |
|
|
Footnotes |
|||
Equity Investments- United States |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Artificial Intelligence & Automation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cabernet AI, Inc. |
|
Equity |
|
|
$ |
|
|
SAFE Note |
|
$ |
|
|
$ |
|
|
(17) |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sub-Total: Artificial Intelligence & Automation ( |
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Connectivity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Tarana Wireless, Inc. |
|
Equity |
|
|
|
|
|
Preferred Senior Series 6 |
|
$ |
|
|
$ |
|
|
(9)(17)(19) |
||||
|
|
Equity |
|
|
|
|
|
Preferred Series 8 |
|
|
|
|
|
|
|
(9)(17)(19) |
||||
Total Tarana Wireless, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Vertical Communications, Inc. |
|
Equity |
|
|
|
|
|
Preferred Series 1 |
|
$ |
— |
|
|
$ |
— |
|
|
(11)(17)(23) |
||
|
|
Equity |
|
|
$ |
|
|
Convertible Note |
|
|
|
|
|
— |
|
|
(16)(23) |
|||
Total Vertical Communications, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
viaPhoton Inc. |
|
Equity |
|
|
$ |
|
|
Preferred Series B-5 |
|
$ |
|
|
$ |
|
|
(17) |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sub-Total: Connectivity ( |
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Construction Technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Project Frog, Inc. |
|
Equity |
|
|
|
|
|
Preferred Series AA-1 |
|
$ |
|
|
$ |
|
|
(17)(23) |
||||
|
|
Equity |
|
|
|
|
|
Preferred Series BB |
|
|
|
|
|
|
|
(17)(23) |
||||
|
|
Equity |
|
|
|
|
|
Common Stock |
|
|
|
|
|
|
|
(23) |
||||
|
|
Equity |
|
|
|
|
|
Preferred Series CC |
|
|
|
|
|
|
|
(17)(23) |
||||
Total Project Frog, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sub-Total: Construction Technology ( |
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Consumer Products & Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Portofino Labs, Inc. |
|
Equity |
|
|
|
|
|
Preferred Series B-1 |
|
$ |
|
|
$ |
|
|
(17) |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Quip NYC, Inc. |
|
Equity |
|
|
|
|
|
Common Stock |
|
$ |
|
|
$ |
— |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Rinse, Inc. |
|
Equity |
|
|
|
|
|
Preferred Series D |
|
$ |
|
|
$ |
|
|
(17) |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sub-Total: Consumer Products & Services ( |
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Finance and Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Centivo Corporation |
|
Equity |
|
|
|
|
|
Preferred Series B-1 |
|
$ |
|
|
$ |
|
|
(9)(17)(19) |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Dynamics, Inc. |
|
Equity |
|
|
|
|
|
Preferred Series A |
|
$ |
|
|
$ |
— |
|
|
(17) |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Tilt Finance, Inc. (dba Empower Financial, Inc.) |
|
Equity |
|
|
|
|
|
Preferred Series C |
|
$ |
|
|
$ |
|
|
(17) |
||||
|
|
Equity |
|
|
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
||||
Total Tilt Finance, Inc. (dba Empower Financial, Inc.) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Mesa Financing I, LLC |
|
Equity |
|
|
$ |
|
|
SAFE Note |
|
$ |
|
|
$ |
— |
|
|
(10)(12)(17)(21) |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Openly Holdings Corp. |
|
Equity |
|
|
|
|
|
Preferred Series D-1 |
|
$ |
|
|
$ |
|
|
(17) |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Slope Tech, Inc. |
|
Equity |
|
|
|
|
|
Preferred Series A-3 |
|
$ |
|
|
$ |
|
|
(10)(12)(17)(21) |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Upgrade Master Pass - Thru Trust |
|
Equity |
|
|
$ |
|
|
Series 2025-ST5 |
|
$ |
|
|
$ |
|
|
(12)(17)(21) |
||||
|
|
Equity |
|
|
$ |
|
|
Series 2025-ST7 |
|
|
|
|
|
|
|
(12)(17)(21) |
||||
|
|
Equity |
|
|
$ |
|
|
Series 2025-ST8 |
|
|
|
|
|
|
|
(12)(17)(21) |
||||
Total Upgrade Master Pass - Thru Trust |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sub-Total: Finance and Insurance ( |
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Food and Agriculture Technologies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Emergy, Inc. |
|
Equity |
|
|
|
|
|
Common Stock |
|
$ |
|
|
$ |
|
|
(9)(23) |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Athletic Brewing Company, LLC |
|
Equity |
|
|
|
|
|
Class B Units |
|
$ |
|
|
$ |
|
|
(9)(17)(19) |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sub-Total: Food and Agriculture Technologies ( |
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
|||
122
Table of Contents
TRINITY CAPITAL INC.
Consolidated Schedule of Investments
December 31, 2025
(In thousands, except share and per share data)
Portfolio Company (1) |
|
Type of |
|
Investment Date (3) |
|
Shares / Principal |
|
|
Series |
|
Cost |
|
|
Fair Value (6) |
|
|
Footnotes |
|||
Equity Investments- United States, Continued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Green Technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Crusoe Energy Systems LLC |
|
Equity |
|
|
|
|
|
Preferred Series D-1 |
|
$ |
|
|
$ |
|
|
(9)(17)(19) |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Edeniq, Inc. |
|
Equity |
|
|
|
|
|
Preferred Series B |
|
$ |
— |
|
|
$ |
|
|
(11)(17)(23) |
|||
|
|
Equity |
|
|
|
|
|
Preferred Series C |
|
|
— |
|
|
|
|
|
(11)(17)(23) |
|||
|
|
Equity |
|
|
|
|
|
Preferred Series D |
|
|
— |
|
|
|
|
|
(11)(17)(23) |
|||
Total Edeniq, Inc. |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Electric Hydrogen Co. |
|
Equity |
|
|
|
|
|
Preferred Series C |
|
$ |
|
|
$ |
|
|
(17) |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Mainspring Energy, Inc. |
|
Equity |
|
|
|
|
|
Preferred Series E-1 |
|
$ |
|
|
$ |
|
|
(17) |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
RTS Holding, Inc. |
|
Equity |
|
|
|
|
|
Preferred Series E-1D |
|
$ |
|
|
$ |
|
|
(9)(17) |
||||
|
|
Equity |
|
|
|
|
|
Preferred Series E-1D1 |
|
|
|
|
|
|
|
(9)(17) |
||||
|
|
Equity |
|
|
|
|
|
Preferred Series E-1 |
|
|
|
|
|
|
|
(9)(17) |
||||
Total RTS Holding, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sub-Total: Green Technology ( |
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Healthcare Technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Dentologie Enterprises, Inc. |
|
Equity |
|
|
|
|
|
Preferred Series B-1 |
|
$ |
|
|
$ |
|
|
(9)(17) |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Emerald Cloud Lab, Inc. |
|
Equity |
|
|
|
|
|
Preferred Series A |
|
$ |
|
|
$ |
|
|
(17) |
||||
|
|
Equity |
|
|
|
|
|
Preferred Series B-1 |
|
|
|
|
|
|
|
(17) |
||||
Total Emerald Cloud Lab, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Lark Technologies, Inc. |
|
Equity |
|
|
|
|
|
Preferred Series D |
|
$ |
|
|
$ |
|
|
(17) |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
WorkWell Prevention & Care Inc. |
|
Equity |
|
|
|
|
|
Common Stock |
|
$ |
|
|
$ |
— |
|
|
(23) |
|||
|
|
Equity |
|
|
|
|
|
Preferred Series P |
|
|
|
|
|
— |
|
|
(17)(23) |
|||
|
|
Equity |
|
|
$ |
|
|
Convertible Note |
|
|
|
|
|
— |
|
|
(16)(23) |
|||
Total WorkWell Prevention & Care Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sub-Total: Healthcare Technology ( |
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Human Resource Technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Nomad Health, Inc. |
|
Equity |
|
|
|
|
|
Common Stock |
|
$ |
|
|
$ |
— |
|
|
(23) |
|||
|
|
Equity |
|
|
|
|
|
Preferred Series AA-1 |
|
|
|
|
|
|
|
(17)(23) |
||||
|
|
Equity |
|
|
|
|
|
Preferred Series AAA |
|
|
|
|
|
|
|
(17)(23) |
||||
Total Nomad Health, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sub-Total: Human Resource Technology ( |
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
|||
123
Table of Contents
TRINITY CAPITAL INC.
Consolidated Schedule of Investments
December 31, 2025
(In thousands, except share and per share data)
Portfolio Company (1) |
|
Type of |
|
Investment Date (3) |
|
Shares / Principal |
|
|
Series |
|
Cost |
|
|
Fair Value (6) |
|
|
Footnotes |
|||
Equity Investments- United States, Continued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Industrials |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Digilens, Inc. |
|
Equity |
|
|
|
|
|
Class B Common Stock |
|
$ |
|
|
$ |
— |
|
|
|
|||
|
|
Equity |
|
|
|
|
|
Class B Common Stock |
|
|
|
|
|
— |
|
|
|
|||
|
|
Equity |
|
|
|
|
|
Class B Common Stock |
|
|
|
|
|
— |
|
|
|
|||
|
|
Equity |
|
|
|
|
|
Class B Common Stock |
|
|
|
|
|
— |
|
|
|
|||
|
|
Equity |
|
|
|
|
|
Class B Common Stock |
|
|
|
|
|
— |
|
|
|
|||
|
|
Equity |
|
|
|
|
|
Class B Common Stock |
|
|
|
|
|
— |
|
|
|
|||
|
|
Equity |
|
|
|
|
|
Class B Common Stock |
|
|
|
|
|
— |
|
|
|
|||
|
|
Equity |
|
|
|
|
|
Class B Common Stock |
|
|
|
|
|
— |
|
|
|
|||
|
|
Equity |
|
|
|
|
|
Class B Common Stock |
|
|
|
|
|
— |
|
|
|
|||
Total Digilens, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sub-Total: Industrials ( |
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
— |
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Multi-Sector Holdings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
AZ-VC Fund I, LLC |
|
Equity |
|
|
|
— |
|
|
Member Interest |
|
$ |
|
|
$ |
|
|
(7)(10)(17) |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Direct Lending 2025 LLC |
|
Equity |
|
|
|
— |
|
|
Member Interest |
|
$ |
|
|
$ |
|
|
(7)(10)(17)(23) |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Senior Credit Corp 2022 LLC |
|
Equity |
|
|
|
— |
|
|
Member Interest |
|
$ |
|
|
$ |
|
|
(7)(10)(17)(23) |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Eagle Point Trinity Senior Secured Lending Company (fka EPT 16 LLC) |
|
Equity |
|
|
|
— |
|
|
Member Interest |
|
$ |
|
|
$ |
|
|
(7)(10)(17)(23) |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Trinity Capital Adviser, LLC |
|
Equity |
|
|
|
— |
|
|
Member Interest |
|
$ |
|
|
$ |
|
|
(17)(23) |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sub-Total: Multi-Sector Holdings ( |
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Real Estate Technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Knockaway, Inc. |
|
Equity |
|
|
|
|
|
Common Stock |
|
$ |
|
|
$ |
— |
|
|
(23) |
|||
|
|
Equity |
|
|
|
|
|
Preferred Series AA |
|
|
|
|
|
|
|
(17)(23) |
||||
|
|
Equity |
|
|
|
|
|
Preferred Series BB |
|
|
|
|
|
|
|
(17)(23) |
||||
|
|
Equity |
|
|
|
|
|
Preferred Series AA-1 |
|
|
— |
|
|
|
— |
|
|
(17)(23) |
||
Total Knockaway Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Orchard Technologies, Inc. |
|
Equity |
|
|
|
|
|
Preferred Series 2 |
|
$ |
|
|
$ |
— |
|
|
(17) |
|||
|
|
Equity |
|
|
|
|
|
Preferred Series 1 |
|
|
|
|
|
|
|
(17) |
||||
|
|
Equity |
|
|
|
|
|
Preferred Series 1 |
|
|
|
|
|
|
|
(17) |
||||
|
|
Equity |
|
|
$ |
|
|
SAFE Note |
|
|
|
|
|
|
|
|||||
FAQ
What types of investments does Trinity Capital (TRIN) hold in its portfolio?
Which sectors feature most prominently in Trinity Capital (TRIN)’s investments?
How are Trinity Capital (TRIN)’s secured loans and equipment financings typically structured?
What is the maturity profile of Trinity Capital (TRIN)’s debt investments?
What role do warrant investments play in Trinity Capital (TRIN)’s strategy?
In which geographies does Trinity Capital (TRIN) make portfolio investments?
