Filed Pursuant to Rule 433
Issuer Free Writing Prospectus dated June 26,
2025
Relating to Preliminary Prospectus Supplement
dated June 26, 2025 and
Prospectus dated February 7, 2024
Registration No. 333-275970
Trinity Capital Inc.
$125,000,000
6.75% Notes due 2030
PRICING TERM SHEET
June 26, 2025
The following sets forth the
final terms of the 6.75% Notes due 2030 (the “Notes”) and should only be read together with the preliminary prospectus supplement
of Trinity Capital Inc. (the “Issuer”) dated June 26, 2025, together with the accompanying prospectus dated February 7, 2024
(the “Preliminary Prospectus”), relating to the Notes, and supersedes the information in the Preliminary Prospectus to the
extent inconsistent with the information in the Preliminary Prospectus. In all other respects, this pricing term sheet is qualified in
its entirety by reference to the Preliminary Prospectus. Terms used herein but not defined herein shall have the respective meanings as
set forth in the Preliminary Prospectus. All references to dollar amounts are references to U.S. dollars.
| Issuer: |
Trinity Capital Inc. |
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| Issuer Ticker: |
TRIN |
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| Security: |
6.75% Notes due 2030 |
| Expected Ratings*: |
Baa3 (Moody’s) /BBBL (Morningstar) /BBB (Egan-Jones) |
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| Trade Date: |
June 26, 2025 |
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|
| Settlement Date**: |
July 3, 2025 (T+5) |
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| Aggregate Principal Amount Offered: |
$125,000,000 |
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| Maturity Date: |
July 3, 2030, unless earlier repurchased or redeemed |
| |
|
| Price to Public (Issue Price): |
98.960% |
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| Coupon (Interest Rate): |
6.75% |
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|
| Yield to Maturity: |
7.00% |
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|
| Interest Payment Dates: |
January 3 and July 3, commencing January 3, 2026 |
| Optional Redemption: |
Prior to June 3, 2030 (the date falling one month prior to the maturity
date of the Notes) (the “Par Call Date”), the Issuer may redeem some or all of the Notes at any time, or from time to time,
at a redemption price equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest thereon to the redemption
date:
·
(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon, discounted to the redemption
date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate plus 50 basis points less (b) interest accrued to the date of redemption; and
·
100% of the principal amount of the Notes to be redeemed;
provided, however, that if the Issuer redeems any Notes on or
after the Par Call Date, the redemption price for the Notes will be equal to 100% of the principal amount of the Notes to be redeemed,
plus accrued and unpaid interest thereon to, but excluding, the date of redemption. |
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| Denomination: |
$2,000 and integral multiples of $1,000 in excess thereof |
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| CUSIP/ISIN: |
896442AJ9 / US896442AJ97 |
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| Joint Book-Running Managers: |
Keefe, Bruyette & Woods, Inc. |
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Morgan Stanley & Co. LLC |
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Co-managers: |
MUFG Securities Americas Inc.
Zions Direct, Inc. |
*A securities rating is not a recommendation to buy, sell or hold
securities and may be subject to revision or withdrawal at any time.
**The Issuer expects that delivery of the Notes will be made to
investors on or about July 3, 2025, which will be the fifth business day following the date hereof. Under Rule 15c6-1 under the Securities
Exchange Act of 1934, as amended, trades in the secondary market are required to settle in one business day, unless the parties to any
such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes on the date hereof or the following business day
will be required by virtue of the fact that the Notes initially settle in T+5, to specify an alternate settlement arrangement at the time
of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes on the date hereof or the following
business day should consult their advisors.
Investors are advised to carefully consider the investment objectives,
risks, charges and expenses of the Issuer before investing. The Preliminary Prospectus, which has been filed with the Securities and Exchange
Commission (the “SEC”), and the documents incorporated by reference therein, contain these factors and other information about
the Issuer and should be read carefully before investing.
The information in the Preliminary Prospectus and in this pricing
term sheet is not complete and may be changed. The Preliminary Prospectus and this pricing term sheet are not offers to sell any securities
of the Issuer and are not soliciting an offer to buy such securities in any jurisdiction where such offer and sale is not permitted.
The issuer has filed a shelf registration statement (including a
base prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the base prospectus
in that registration statement, the Preliminary Prospectus and the documents incorporated by reference therein, which the issuer has filed
with the SEC, for more complete information about the Issuer and this offering. You may obtain these documents for free by visiting EDGAR
on the SEC Web site at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange
to send you the Preliminary Prospectus if you request it from Keefe, Bruyette & Woods, Inc., 787 7th Avenue, 4th Floor, New York,
New York 10019, Attn: Equity Syndicate, by telephone at 1 (800) 966-1559, or from Morgan Stanley & Co. LLC, 1585 Broadway, New York,
New York 10036, toll-free at 1 (866) 718-1649.
