Trinity Capital (TRIN) launches $300M at-the-market stock offering

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Trinity Capital Inc. entered into open market sale agreements with Jefferies, B. Riley Securities, Keefe, Bruyette & Woods, and Compass Point to establish an at-the-market stock offering program. Under these agreements, Trinity may issue and sell up to $300,000,000 of common shares from time to time.

The company plans to use substantially all net proceeds to make investments consistent with its investment objective and strategy and for general corporate purposes. Each sales agent can act as sales agent and/or principal and may earn commissions of up to 2.00% of the gross sales price of shares sold.

Insights

Trinity sets a $300M ATM equity capacity, adding flexible funding but also potential dilution.

Trinity Capital Inc. put in place at-the-market sale agreements allowing issuance of up to $300,000,000 of common stock through several sales agents. This structure lets the company tap equity markets in smaller tranches at prevailing prices instead of a single large offering.

Commissions are capped at 2.00% of gross sales, and the company states it will use substantially all net proceeds for investments aligned with its investment objective and for general corporate purposes. Actual impact depends on how much of the program is used over time.

The shares will be issued under an automatic shelf registration statement on Form N-2 and a prospectus supplement dated May 7, 2026. Future disclosures describing shares sold under this program would show how actively Trinity relies on this equity channel for growth and balance sheet needs.

8-K Event Classification

2 items: 1.01, 9.01

2 items

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 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

ATM program size: $300,000,000 aggregate offering price Sales agent commission: up to 2.00% of gross sales price Notes coupon: 7.875% Notes due 2029 +1 more

4 metrics

ATM program size $300,000,000 aggregate offering price Maximum common stock issuance under at-the-market sales agreements

Sales agent commission up to 2.00% of gross sales price Commission rate payable on shares sold through each sales agent

Notes coupon 7.875% Notes due 2029 Interest rate on Trinity Capital notes listed on Nasdaq Global Select Market

Registration form Form N-2 automatic shelf Shelf registration statement File No. 333-289495 used for the ATM offering

Key Terms

at-the-market offering, automatic shelf registration statement, Form N-2, material definitive agreement, +1 more

5 terms

at-the-market offering financial

"make investments in accordance with its investment objective and investment strategy and for general corporate purposes. Sales of the Shares, if any, will be made under the prospectus supplement... and deemed to be part of an “at-the-market” offering"

An at-the-market offering is a method companies use to sell new shares of stock directly into the open market over time, rather than all at once. This allows them to raise money gradually, similar to selling small pieces of a product instead of a large batch. For investors, it means the company can access funding more flexibly, but it may also increase the supply of shares and influence the stock’s price.

automatic shelf registration statement regulatory

"The Shares, if any, will be offered, issued and sold pursuant to the Company’s automatic shelf registration statement on Form N-2 (File No. 333-289495)"

An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.

Form N-2 regulatory

"automatic shelf registration statement on Form N-2 (File No. 333-289495), the prospectus, dated August 11, 2025"

Form N-2 is a U.S. Securities and Exchange Commission filing that investment companies use to register and describe closed-end funds and certain management companies for public investors. It lays out the fund’s purpose, fees, risks, portfolio policies and management team—like a detailed product label for a financial product—so investors can compare offerings, understand costs and risks, and make informed decisions before buying shares.

material definitive agreement regulatory

"Item 1.01. Entry into a Material Definitive Agreement. On May 7, 2026, Trinity Capital Inc. (the “Company”) entered into (i) an open market sale agreement"

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

prospectus supplement financial

"Sales of the Shares, if any, will be made under the prospectus supplement, dated May 7, 2026 (the “Prospectus Supplement”)"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Understanding 8-K Material Events →

05/07/2026 - 04:39 PM

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 7, 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:

☐

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 7, 2026, Trinity Capital Inc. (the “Company”) entered into (i) an open market sale agreement with Jefferies LLC (“Jefferies”), as sales agent and/or principal thereunder, (ii) an open market sale agreement with B. Riley Securities, Inc. (“B. Riley”), as sales agent and/or principal thereunder, (iii) an open market sale agreement with Keefe, Bruyette & Woods, Inc. (“KBW”), as sales agent and/or principal thereunder, and (iv) an open market sale agreement with Compass Point Research & Trading, LLC (“Compass” and together with Jefferies, B. Riley and KBW, the “Sales Agents”), as sales agent and/or principal thereunder. The open market sale agreements with the Sales Agents described in the preceding sentence are collectively referred to herein as the “Sales Agreements.” Under the Sales Agreements, the Company may, but has no obligation to, issue and sell, from time to time, up to $300,000,000 in aggregate offering price of shares (the “Shares”) of its common stock, par value $0.001 per share, through the Sales Agents, or to it, as principal for its own account. The Company intends to use substantially all of the net proceeds from this “at-the-market” offering to make investments in accordance with its investment objective and investment strategy and for general corporate purposes.

Sales of the Shares, if any, will be made under the prospectus supplement, dated May 7, 2026 (the “Prospectus Supplement”), as may be supplemented from time to time, and the accompanying prospectus, August 11, 2025 (together with the Prospectus Supplement, including any documents incorporated or deemed to be incorporated by reference therein, the “Prospectus”) by any method permitted by law and deemed to be part of an “at-the-market” offering as defined in Rule 415 under the Securities Act of 1933, as amended, including, without limitation, sales made directly on or through the Nasdaq Global Select Market, or similar securities exchange, or sales made to or through a market maker other than on an exchange, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at other negotiated prices.

Under the terms of the Sales Agreements, each Sales Agent will receive a commission from the Company equal to up to 2.00% of the gross sales price of any Shares sold through the Sales Agent under the Sales Agreements and reimbursement of certain expenses. The Sales Agreements contain customary representations, warranties and agreements of the Company, indemnification rights and obligations of the parties, and termination provisions.

Further details regarding the Sales Agreements and the “at-the-market” offering are set forth in the Prospectus filed by the Company with the Securities and Exchange Commission on May 7, 2026.

The Shares, if any, will be offered, issued and sold pursuant to the Company’s automatic shelf registration statement on Form N-2 (File No. 333-289495), the prospectus, dated August 11, 2025, contained therein, and the Prospectus Supplement.

The foregoing description of the Sales Agreements is not complete and is qualified in its entirety by reference to the full text of the Sales Agreements, copies of which are attached hereto as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3 and Exhibit 10.4 and incorporated herein by reference.

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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description

5.1		Opinion of Dechert LLP.
10.1		Open Market Sale Agreement, dated May 7, 2026, by and between Trinity Capital Inc. and Jefferies LLC.
10.2		Open Market Sale Agreement, dated May 7, 2026, by and between Trinity Capital Inc. and B. Riley Securities, Inc.
10.3		Open Market Sale Agreement, dated May 7, 2026, by and between Trinity Capital Inc. and Keefe, Bruyette & Woods, Inc.
10.4		Open Market Sale Agreement, dated May 7, 2026, by and between Trinity Capital Inc. and Compass Point Research & Trading, LLC
23.1		Consent of Dechert LLP (contained in Exhibit 5.1 hereto).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

	Trinity Capital Inc.

May 7, 2026	By:	/s/ Kyle Brown
		Name:	Kyle Brown
		Title:	Chief Executive Officer, President and Chief Investment Officer

Source: View Original Filing on SEC EDGAR

FAQ

What equity offering did TRIN announce in this 8-K filing?

Trinity Capital Inc. established an at-the-market equity program allowing it to issue and sell up to $300,000,000 in aggregate offering price of its common stock. Sales can occur over time through designated sales agents at market or negotiated prices.

How will Trinity Capital (TRIN) use the proceeds from the $300 million ATM program?

Trinity Capital intends to use substantially all net proceeds from the at-the-market offering to make investments in line with its stated investment objective and investment strategy, and for general corporate purposes, providing flexible funding support for its ongoing business activities.

Which firms are acting as sales agents for Trinity Capital’s ATM offering?

Jefferies LLC, B. Riley Securities, Inc., Keefe, Bruyette & Woods, Inc., and Compass Point Research & Trading, LLC are named as sales agents and/or principals, collectively the “Sales Agents,” under open market sale agreements with Trinity Capital for this at-the-market offering.

What commissions will the sales agents receive in Trinity Capital’s ATM program?

Under the sales agreements, each sales agent may receive a commission of up to 2.00% of the gross sales price of any Trinity Capital common shares it sells. The company will also reimburse certain expenses, consistent with customary arrangements for at-the-market offerings.

Under which registration statement will TRIN’s ATM shares be sold?

The shares under Trinity Capital’s at-the-market program will be offered, issued, and sold pursuant to its automatic shelf registration statement on Form N-2 (File No. 333-289495), together with a base prospectus dated August 11, 2025 and a prospectus supplement dated May 7, 2026.

Filing Exhibits & Attachments

10 documents

Trinity Capital (TRIN) launches $300M at-the-market stock offering

Rhea-AI Filing Summary

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