[FWP] Trinity Capital Inc. 7.875% Notes due 2029 Free Writing Prospectus

Rhea-AI Filing Summary

Trinity Capital Inc. (TRIN) priced a new senior unsecured debt offering of $125 million 6.75% Notes due 2030. The notes were sold at 98.960% of face, resulting in a 7.00% yield to maturity. They mature on July 3 2030 and pay interest semi-annually each January 3 and July 3, beginning January 3 2026.

The notes carry investment-grade ratings of Baa3 (Moody’s), BBB- (Morningstar), and BBB (Egan-Jones). Minimum denomination is $2,000 (multiples of $1,000 thereafter). Settlement is expected on July 3 2025 (T+5).

Optional redemption: Prior to June 3 2030 (the Par Call Date), TRIN may redeem at the greater of (i) make-whole price (Treasury +50 bps) or (ii) 100% of principal; on or after the Par Call Date, redemption is at par plus accrued interest.

Use of proceeds was not detailed in the term sheet, but such offerings typically bolster liquidity for portfolio investments or debt repayment. Keefe, Bruyette & Woods and Morgan Stanley act as joint book-running managers, with MUFG Securities and Zions Direct as co-managers.

The transaction increases Trinity Capital’s funding flexibility but also modestly raises leverage at a coupon aligned with current middle-market BDC spreads.

Positive

• Investment-grade ratings (Baa3/BBB-/BBB) should support investor demand and lower borrowing costs.
• $125 million of additional funding improves liquidity for new originations or refinancing needs.

Negative

• Issue priced below par at 98.960%, implying a higher 7.00% yield and slightly higher interest expense.
• Incremental leverage increases fixed charges and could pressure coverage ratios if portfolio yields compress.

Insights

Fixed-Income Analyst

TL;DR: $125 M debt priced at 6.75%, IG-rated, boosts liquidity; leverage uptick offsets benefit.

The 6.75% notes extend Trinity Capital’s debt ladder to 2030 at an all-in 7.00% yield, inside recent BDC secondary yields (~7.2-7.5%). Investment-grade ratings from three agencies support market confidence, and pricing below par (98.960) is standard in the current curve. While proceeds enhance dry powder for portfolio lending, they also increment net debt and interest expense. Optional make-whole before one-month par call is typical, giving TRIN flexibility should spreads tighten. Overall, the deal is routine capital markets activity, incrementally positive for liquidity but not transformational.

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.
Issuer Ticker:	TRIN
Security:	6.75% Notes due 2030

Expected Ratings*:	Baa3 (Moody’s) /BBBL (Morningstar) /BBB (Egan-Jones)
Trade Date:	June 26, 2025
Settlement Date**:	July 3, 2025 (T+5)
Aggregate Principal Amount Offered:	$125,000,000
Maturity Date:	July 3, 2030, unless earlier repurchased or redeemed
Price to Public (Issue Price):	98.960%
Coupon (Interest Rate):	6.75%
Yield to Maturity:	7.00%
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.
Denomination:	$2,000 and integral multiples of $1,000 in excess thereof
CUSIP/ISIN:	896442AJ9 / US896442AJ97
Joint Book-Running Managers:	Keefe, Bruyette & Woods, Inc.
	Morgan Stanley & Co. LLC
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.

FAQ

What are the key terms of Trinity Capital's (TRIN) 6.75% 2030 notes?

Size $125 M, coupon 6.75%, yield 7.00%, maturity July 3 2030, priced at 98.960%, interest paid Jan 3/Jul 3.

When will the new TRIN notes start paying interest?

First interest payment is scheduled for January 3 2026, then semi-annually every January 3 and July 3.

Are the 6.75% Trinity Capital notes callable before maturity?

Yes. Prior to June 3 2030 TRIN may redeem at a make-whole premium; on/after that date, redemption is at par plus accrued interest.

What credit ratings do the new TRIN notes carry?

Ratings are Baa3 (Moody’s), BBB- (Morningstar), and BBB (Egan-Jones).

When is settlement for the Trinity Capital 2030 notes?

The notes are expected to settle on July 3 2025 (T+5).