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  4. [8-K] Trinity Capital Inc. Reports Material Event

Trinity Capital (NASDAQ: TRIN) sells $300,000,000 7% notes due 2031

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Trinity Capital Inc. entered into an underwriting agreement and issued $300,000,000 aggregate principal amount of 7.000% Notes due 2031. The notes were sold under an effective shelf registration, with the transaction closing on May 21, 2026 and net proceeds of approximately $294.54 million.

The notes mature on May 21, 2031, pay 7.000% interest semi-annually starting November 21, 2026, and may be redeemed at a make-whole premium before April 21, 2031 and at par on or after that date. Trinity plans to use the proceeds to repay outstanding secured indebtedness under its credit agreement with KeyBank, National Association.

Positive

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Insights

Trinity refinances with $300,000,000 unsecured 7% notes due 2031.

Trinity Capital has issued $300,000,000 of 7.000% Notes due 2031, with net proceeds of about $294.54 million. The notes are unsecured, rank pari passu with other unsubordinated unsecured debt, and sit behind any secured borrowings and subsidiary-level obligations.

The company plans to use the proceeds to repay secured indebtedness under its KeyBank credit agreement. This shifts part of its funding from secured bank debt to longer-term unsecured notes, potentially improving asset flexibility while locking in a fixed 7.000% coupon through 2031.

Key terms include optional redemption with a make-whole premium before April 21, 2031, par call thereafter, asset coverage covenants tied to Investment Company Act requirements, and a change of control repurchase feature at 100% of principal plus accrued interest.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Notes issued $300,000,000 aggregate principal amount 7.000% Notes due May 21, 2031
Coupon rate 7.000% per year Interest on Notes, payable semi-annually
Maturity date May 21, 2031 Final maturity of 7.000% Notes
Net proceeds Approximately $294.54 million After underwriting discounts and estimated expenses
Interest payment dates May 21 and November 21 Semi-annual interest, starting November 21, 2026
Change of control price 100% of principal amount Repurchase offer plus accrued and unpaid interest
Par call date April 21, 2031 Redeemable at par on or after this date
Underwriting Agreement financial
"entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company and Keefe, Bruyette & Woods"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
Indenture financial
"entered into an eighth supplemental indenture (the “Eighth Supplemental Indenture”) to the indenture, dated as of January 16, 2020"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
make-whole premium financial
"may be redeemed in whole or in part ... at par value plus a “make-whole” premium"
A make-whole premium is an extra payment a borrower must give bondholders when repaying debt early to compensate them for lost future interest; think of it as a lump-sum “catch-up” to leave lenders financially where they would have been if the loan had run its full term. It matters to investors because it affects how much they receive on early redemption and influences a company’s decision to refinance or repay debt, altering bond value and expected returns.
change of control repurchase event financial
"upon the occurrence of a “change of control repurchase event,” as defined in the Indenture"
A change of control repurchase event happens when a company is sold or otherwise taken over and that sale triggers contractual rights for holders of stock, options, or debt to force the company to buy their securities back for cash. Think of it like a lease that lets the tenant cash out when the building is sold: it gives certain investors a predictable exit price and timeline. This matters because it can change who owns the company, alter cash on hand, affect future returns and dilution, and influence how attractive a takeover or investment looks.
asset coverage requirements financial
"covenants requiring the Company to comply with the asset coverage requirements of Section 18(a)(1)(A)"
A rule or covenant that specifies the minimum value of a company’s assets that must be held to back its debts, obligations or issued securities. It’s like a lender or regulator asking someone to keep enough cash in the bank to cover outstanding loans; for investors, stronger asset coverage means lower risk of loss if the company faces trouble, while weak coverage raises default or dilution concerns.
Understanding 8-K Material Events →
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 19, 2026

 

TRINITY CAPITAL INC.

(Exact name of Registrant as Specified in Its Charter)

 

Maryland   001-39958   35-2670395
(State or Other Jurisdiction
of Incorporation)		   (Commission File Number)   (IRS Employer
Identification No.)

 

1 N. 1st Street

Suite 302

Phoenix, Arizona

   85004
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (480) 374-5350

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

 

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

 

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

 

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

 

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.001 per share   TRIN   Nasdaq Global Select Market
7.875% Notes Due 2029   TRINZ   Nasdaq Global Select Market
7.875% Notes Due 2029   TRINI   Nasdaq Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company ☐ 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

Item 1.01 - Entry into a Material Definitive Agreement

 

On May 19, 2026, Trinity Capital Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company and Keefe, Bruyette & Woods, Inc. and MUFG Securities Americas Inc., as representatives of the several underwriters named in Schedule 1 thereto (collectively, the “Underwriters”), in connection with the issuance and sale of $300,000,000 aggregate principal amount of the Company’s 7.000% Notes due 2031 (the “Notes”).

 

The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides for customary indemnification by each of the Company and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.

 

On May 21, 2026, the Company and U.S. Bank Trust Company, National Association (the “Trustee”), entered into an eighth supplemental indenture (the “Eighth Supplemental Indenture”) to the indenture, dated as of January 16, 2020, between the Company and the Trustee (the “Base Indenture”; and together with the Eighth Supplemental Indenture, the “Indenture”), relating to the issuance of the Notes.

 

The Notes will mature on May 21, 2031, and may be redeemed in whole or in part at the Company’s option at any time prior to April 21, 2031 at par value plus a “make-whole” premium calculated in accordance with terms under the Indenture and at par on April 21, 2031 or thereafter. The Notes bear interest at a rate of 7.000% per year payable semi-annually on May 21 and November 21 of each year, commencing on November 21, 2026. The Notes are direct, general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness or other obligations that are expressly subordinated in right of payment to the Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness or other obligations issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness or other obligations (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

 

The Indenture contains certain covenants, including covenants requiring the Company to comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Section 61(a) of the Investment Company Act of 1940, as amended, or any successor provisions, but giving effect, in either case, to any exemptive relief granted to the Company by the Securities and Exchange Commission, and to provide financial information to the holders of the Notes and the Trustee if the Company should no longer be subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the Indenture.

 

In addition, upon the occurrence of a “change of control repurchase event,” as defined in the Indenture, the Company will generally be required to make an offer to purchase the Notes at a price equal to 100% of the principal amount of such Notes plus accrued and unpaid interest to, but not including, the date of purchase.

 

The Notes were offered and sold in an offering registered under the Securities Act of 1933, as amended, pursuant to the Registration Statement on Form N-2 (File No. 333-289495) previously filed with the Securities and Exchange Commission on August 11, 2025, as supplemented by a preliminary prospectus supplement dated May 19, 2026, a final prospectus supplement dated May 19, 2026, and the pricing term sheet dated May 19, 2026. The transaction closed on May 21, 2026. The net proceeds to the Company were approximately $294.54 million, after deducting the underwriting discounts and estimated offering expenses. The Company intends to use the net proceeds to repay outstanding secured indebtedness under its credit agreement with KeyBank, National Association.

 

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

 

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

  

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

 

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

 

Item 9.01 - Financial Statements and Exhibits

 

(d) Exhibits:

 

Exhibit
Number		   Description
     
1.1   Underwriting Agreement, dated May 19, 2026, by and among Trinity Capital Inc. and Keefe, Bruyette & Woods, Inc. and MUFG Securities Americas Inc., as representatives of the several underwriters named in Schedule 1 thereto.
     
4.1   Indenture, dated as of January 16, 2020, by and between Trinity Capital Inc. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to exhibit 4.3 to the Company’s Registration Statement on Form 10 filed on January 16, 2020).
     
4.2   Eighth Supplemental Indenture, dated as of May 21, 2026, between Trinity Capital Inc. and U.S. Bank Trust Company, National Association, as Trustee.
     
4.3   Form of 7.000% Note due 2031(included as part of Exhibit 4.2)
     
5.1   Opinion of Dechert LLP
     
23.1   Consent of Dechert LLP (included as part of Exhibit 5.1)
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

2

 

SIGNATURES

 

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

 

  Trinity Capital Inc.
   
Date: May 21, 2026 By: /s/ Kyle Brown
    Name: Kyle Brown
    Title: Chief Executive Officer, President and Chief Investment Officer

 

3

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Trinity Capital (TRIN) disclose in this 8-K filing?

Trinity Capital disclosed issuing $300,000,000 of 7.000% Notes due 2031 under an underwriting agreement. The deal closed May 21, 2026, with net proceeds of about $294.54 million, which the company plans to use to repay secured debt under its KeyBank credit agreement.

What are the key terms of Trinity Capital’s new 7.000% Notes due 2031?

The notes have a $300,000,000 aggregate principal amount, a 7.000% annual interest rate, and mature on May 21, 2031. Interest is paid semi-annually on May 21 and November 21, starting November 21, 2026, and the notes were issued under an existing indenture and supplemental indenture.

How does Trinity Capital (TRIN) plan to use the $294.54 million net proceeds?

Trinity Capital intends to use the approximately $294.54 million in net proceeds to repay outstanding secured indebtedness under its credit agreement with KeyBank, National Association. This transaction effectively refinances secured bank debt with longer-term unsecured notes maturing in 2031.

What redemption options apply to Trinity Capital’s 7.000% Notes due 2031?

The notes may be redeemed at Trinity Capital’s option at par plus a make-whole premium before April 21, 2031. On April 21, 2031 or later, the company may redeem the notes at par value, giving it flexibility to refinance or retire the debt near maturity.

How do Trinity Capital’s new notes rank relative to its other obligations?

The notes are direct, general unsecured obligations ranking senior to expressly subordinated debt, pari passu with other unsecured unsubordinated obligations, effectively junior to secured indebtedness up to collateral value, and structurally junior to obligations of subsidiaries and financing vehicles, including their trade payables and borrowings.

What investor protections are included in Trinity Capital’s 7.000% Notes?

The indenture includes covenants tied to Investment Company Act asset coverage requirements and information delivery if SEC reporting ends. It also provides a change of control repurchase feature, requiring Trinity Capital to offer to buy notes at 100% of principal plus accrued interest after such an event.

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