[8-K] Trinity Capital Inc. 7.875% Notes due 2029 Reports Material Event

Rhea-AI Filing Summary

Trinity Capital Inc. (Nasdaq: TRIN) filed a Form 8-K disclosing that on June 26, 2025 it executed an Underwriting Agreement with Keefe, Bruyette & Woods, Inc. and Morgan Stanley & Co. LLC, acting for several underwriters, to issue and sell $125 million aggregate principal amount of 6.750% senior unsecured notes due 2030 (the “Notes”).

The Notes are being offered under the company’s effective shelf registration statement on Form N-2 (File No. 333-275970) and related prospectus supplements dated June 26, 2025. Closing is scheduled for July 3, 2025.

The agreement contains customary representations, warranties, covenants, indemnification and contribution provisions. Exhibit 1.1 provides the full Underwriting Agreement; Exhibit 104 contains the Inline XBRL cover-page data.

No other material events were reported. The filing does not constitute an offer or solicitation where prohibited by law.

Positive

• $125 million of 6.750% notes successfully placed, indicating continued market access.
• Coupon is 112.5 bps lower than existing 7.875% 2029 notes, suggesting potentially cheaper incremental funding.

Negative

• Issuance increases total debt outstanding, which may elevate leverage and interest expense if not offset by asset growth or refinancing.

Insights

Debt Capital Markets Analyst

TL;DR – TRIN taps debt market for $125 m 6.750% notes due 2030; standard terms, closing July 3.

The company’s execution of a $125 million senior note deal extends its maturity ladder beyond existing 2029 notes and demonstrates continued market access. The coupon is materially lower than its outstanding 7.875% 2029 issues, implying modestly cheaper incremental funding. Standard indemnification and covenants suggest no unusual restrictions. From a credit perspective, the new issuance boosts liquidity but also raises gross debt; net leverage impact depends on use-of-proceeds (not disclosed here). Overall, the transaction is routine capital-markets activity with limited immediate valuation impact.

Fixed-Income Portfolio Manager

TL;DR – New 6.750% 2030 notes add duration and diversify TRIN’s capital structure; neutral near-term equity effect.

Investors gain an additional senior unsecured instrument positioned one year beyond the existing 2029 paper. The pricing reflects current BDC funding levels and should attract yield-oriented buyers. Because proceeds usage is unspecified, leverage assessment is indeterminate. Absent rating changes or covenant surprises, the deal is viewed as a straightforward refinancing/financing move rather than a transformative event.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): June 26, 2025

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 June 26, 2025, Trinity Capital Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company and Keefe, Bruyette & Woods, Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule 1 thereto (collectively, the “Underwriters”), in connection with the issuance and sale of $125,000,000 aggregate principal amount of the Company’s 6.750% Notes due 2030 (the “Offering”).

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.

The Offering was made pursuant to the Company’s effective shelf registration statement on Form N-2 (File No. 333-275970), previously filed with the Securities and Exchange Commission, as supplemented by a preliminary prospectus supplement, a pricing term sheet and a final prospectus supplement, each dated June 26, 2025. The transaction is expected to close on July 3, 2025.

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The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, filed as an exhibit 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.

Item 9.01 - Financial Statements and Exhibits

(d) Exhibits:

Exhibit Number		Description
1.1		Underwriting Agreement, dated June 26, 2025, by and among Trinity Capital Inc. and Keefe, Bruyette & Woods, Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule 1 thereto.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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: July 1, 2025	By:	/s/ Kyle Brown
		Name:	Kyle Brown
		Title:	Chief Executive Officer, President and Chief Investment Officer

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FAQ

What did Trinity Capital (TRIN) announce in its June 26, 2025 Form 8-K?

The company entered into an underwriting agreement to issue $125 million of 6.750% senior notes due 2030.

When is the closing date for Trinity Capital’s 6.750% notes offering?

The transaction is expected to close on July 3, 2025.

Which underwriters are managing Trinity Capital’s new note issuance?

Keefe, Bruyette & Woods, Inc. and Morgan Stanley & Co. LLC act as joint book-running managers.

Under which registration statement is the 6.750% notes offering being made?

The offering uses Trinity’s shelf registration statement on Form N-2 (File No. 333-275970).

What exhibits accompany the Form 8-K filing?

Exhibit 1.1 is the Underwriting Agreement; Exhibit 104 is the Inline XBRL cover-page data file.