424B3 1 tm218934d1_424b3.htm 424B3

Filed pursuant to Rule 424(b)(3)

Registration No. 333-248850

TRINITY CAPITAL INC.

Supplement No. 3 dated March 8, 2021

to

Prospectus dated October 20, 2020

This Supplement No. 3 dated March 8, 2021 (this “Supplement”) contains information that amends, supplements or modifies certain information contained in the accompanying prospectus of Trinity Capital Inc. (“we,” “us,” “our,” and the “Company”) dated October 20, 2020, as previously supplemented and amended (as so supplemented and amended, the “Prospectus”), and is part of, and should be read in conjunction with, the Prospectus. The Prospectus and this Supplement have been filed with the U.S. Securities and Exchange Commission and are available free of charge at www.sec.gov or by contacting us at 3075 West Ray Road, Suite 525, Chandler, Arizona 85226, calling us at (480) 374-5350 or visiting our corporate website located at www.trincapinvestment.com. Information on our website is not incorporated into or a part of the Prospectus and this Supplement. Capitalized terms used in this Supplement have the same meanings as in the Prospectus, unless otherwise stated herein.

Before investing in our 7.00% Notes due 2025 (the “Notes”), you should read carefully the Prospectus and this Supplement and consider carefully our investment objective, risks and expenses, including the discussion of the material risks of investing in the Notes in “Risk Factors” beginning on page 22 of the Prospectus and any other risk factors included in this Supplement. Investing in the Notes involves a high degree of risk, including credit risk and the risk of the use of leverage, and is highly speculative.

ANNUAL REPORT ON FORM 10-K

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020

On March 4, 2021, we filed our Annual Report on Form 10-K for the year ended December 31, 2020 (the “Form 10-K”) with the U.S. Securities and Exchange Commission. The Form 10-K, excluding the exhibits thereto, is attached to this Supplement as Annex A, and incorporated herein by reference.

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ANNEX A

Table of Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-K

(Mark One)

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⌧ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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For the Fiscal Year Ended December 31, 2020

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OR

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◻ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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Commission file number: 000-56139

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TRINITY CAPITAL INC.

(Exact name of registrant as specified in its charter)

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Maryland | 35-2670395
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.)

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3075 West Ray Road Suite 525 Chandler, Arizona | 85226
(Address of principal executive offices) | (Zip Code)

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(480) 374-5350

(Registrant’s telephone number, including area code)

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

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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

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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ◻ No ⌧

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ◻ No ⌧

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ◻ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

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Large accelerated filer | ◻ | Accelerated filer | ◻
Non-accelerated filer | ⌧ | Smaller reporting company | ◻
|  | Emerging growth company | ⌧

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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. ◻

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ◻

Indicate by check mark whether the registrant is a shell Company (as defined in Rule 12b-2 of the Act). Yes ◻ No ⌧

The aggregate market value of the common stock held by non-affiliates of the registrant as of June 30, 2020 has not been provided because trading of the registrant’s common stock on the Nasdaq Global Select Market did not commence until January 29, 2021.

As of March 3, 2021, the registrant had 26,415,275 shares of common stock ($0.001 par value per share) outstanding.

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DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive Proxy Statement for its 2021 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission within 120 days following the end of the registrant’s fiscal year, are incorporated by reference into Part III of this annual report on Form 10-K.

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Table of Contents

TRINITY CAPITAL INC.

FORM 10-K

TABLE OF CONTENTS

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​ | ​ | PAGE NO.
PART I | ​ | ​
Item 1 | Business | 4
Item 1A | Risk Factors | 20
Item 1B | Unresolved Staff Comments | 74
Item 2 | Properties | 74
Item 3 | Legal Proceedings | 74
Item 4 | Mine Safety Disclosures | 74
PART II | ​ | ​
Item 5 | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 75
Item 6 | Selected Financial Data | 77
Item 7 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 79
Item 7A | Quantitative and Qualitative Disclosures About Market Risk | 92
Item 8 | Consolidated Financial Statements and Supplementary Data | 96
Item 9 | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 144
Item 9A | Controls and Procedures | 144
Item 9B | Other Information | 144
PART III | ​ | ​
Item 10 | Directors, Executive Officers and Corporate Governance | 145
Item 11 | Executive Compensation | 145
Item 12 | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 145
Item 13 | Certain Relationships and Related Transactions, and Director Independence | 145
Item 14 | Principal Accountant Fees and Services | 145
Part IV | ​ | ​
Item 15 | Exhibits and Financial Statement Schedules | 146
Item 16 | Form 10-K Summary | 148
SIGNATURES | 149

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Cautionary Note Regarding Forward-Looking Statements

This annual report on Form 10-K contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors, and undue reliance should not be placed thereon. Any statements about our expectations, beliefs, plans, predictions, forecasts, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as “anticipate,” “believes,” “can,” “could,” “may,” “predicts,” “potential,” “should,” “will,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “expects,” “intends” and similar words or phrases. Accordingly, these statements are only predictions and involve estimates, known and unknown risks, assumptions and uncertainties that could cause actual results to differ materially from those expressed in them. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of several factors discussed under Item 1A. “Risk Factors” of Part I of this annual report on Form 10-K, including, but not limited to, the following:

| ● | o ur limited operating history as a business development company (“BDC”);

| ● | o ur future operating results, including the impact of the SARS-CoV-2 (“COVID-19”) pandemic;

| ● | o ur dependence upon our management team and key investment professionals;

| ● | o ur ability to manage our business and future growth;

| ● | r isks related to investments in growth stage companies, other venture capital-backed companies and generally U.S. companies;

| ● | t he ability of our portfolio companies to achieve their objectives;

| ● | t he use of leverage;

| ● | r isks related to the uncertainty of the value of our portfolio investments;

| ● | c hanges in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets, including as a result of the COVID-19 pandemic;

| ● | u ncertainty surrounding the financial and/or political stability of the United States, the United Kingdom, the European Union and China, including as a result of the COVID-19 pandemic;

| ● | t he dependence of our future success on the general economy and its impact on the industries in which we invest;

| ● | r isks related to changes in interest rates, our expenses, and other general economic conditions and the effect on our net investment income;

| ● | t he effect of the decommissioning of LIBOR;

| ● | t he effect of changes in tax laws and regulations and interpretations thereof;

| ● | t he impact on our business of new or amended legislation or regulations;

| ● | r isks related to market volatility, including general price and volume fluctuations in stock markets;

| ● | o ur ability to make distributions, including as a result of the COVID-19 pandemic; and

| ● | our ability to maintain our status as a BDC under the Investment Company Act of 1940, as amended and qualify annually for tax treatment as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended. ​

Additionally, there may be other risks that are otherwise described from time to time in the reports that we file with the Securities and Exchange Commission. Any forward-looking statements in this annual report on Form 10-K should be considered in light of various important factors, including the risks and uncertainties listed above, as well as others. All forward-looking statements are necessarily only estimates of future results, and there can be no assurance that actual results will not differ materially from expectations, and, therefore, you are cautioned not to place undue reliance on such statements. Any forward-looking statements are qualified in their entirety by reference to the risk factors discussed throughout this annual report on Form 10-K. See “Item 1A. Risk Factors.” Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. Because we are an investment company, the forward-looking statements and projections contained in this annual report on Form 10-K are excluded from the safe harbor protections provided by Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (the “safe harbor” provision of the Private Securities Litigation Reform Act of 1995).

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PART I

Except where the context suggests otherwise, the terms “we,” “us,” “our,” “the Company,” and “Trinity” refer to Trinity Capital Inc. and its consolidated subsidiaries.

Item 1. Business

Organization

Trinity Capital Inc. (“TCI”), incorporated in Maryland on August 12, 2019, is an internally managed, closed-end, non-diversified management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). Because TCI is internally managed, all of the executive officers and employees are employed by the Company. Therefore, the Company does not pay any external investment advisory fees, but instead directly incurs the operating costs associated with employing investment and portfolio management professionals.

On January 16, 2020, the Company completed a private equity offering (the “Private Common Stock Offering”) of shares of its common stock pursuant to which it issued and sold 7,000,000 shares for gross proceeds of approximately $105.0 million. An over-allotment option related to the Private Common Stock Offering was exercised in full and on January 29, 2020 the Company issued and sold an additional 1,333,333 shares of its common stock for gross proceeds of approximately $20 million. As a result, in total, the Company issued and sold 8,333,333 shares of its common stock for total aggregate gross proceeds of approximately $125.0 million.

Concurrent with the initial closing of the Private Common Stock Offering, the Company completed a private debt offering (the “144A Note Offering” and together with the Private Common Stock Offering, the “Private Offerings”) of $105.0 million in aggregate principal amount of the Company’s unsecured 7.00% Notes due 2025 (the “2025 Notes”). An over-allotment option related to the 144A Note Offering was exercised in full and on January 29, 2020 the Company issued and sold an additional $20.0 million in aggregate principal amount of the 2025 Notes. As a result, the Company issued and sold $125.0 million in aggregate principal amount of the 2025 Notes.

On January 16, 2020, through a series of transactions (the “Formation Transactions”), we acquired Trinity Capital Investment, LLC ( “TCI, LLC”), Trinity Capital Fund II, L.P. (“Fund II”), Trinity Capital Fund III, L.P. (“Fund III”), Trinity Capital Fund IV, L.P. (“Fund IV”) and Trinity Sidecar Income Fund, L.P. (“Sidecar Fund,” and collectively, the “Legacy Funds”) and all of their respective assets (the “Legacy Assets”), including their respective investment portfolios (the “Legacy Portfolio”), as well as Trinity Capital Holdings, LLC (“Trinity Capital Holdings”), a holding company whose subsidiaries managed and/or had the right to receive fees from certain of the Legacy Funds. We used a portion of the proceeds from the Private Offerings to complete these transactions.

In the Formation Transactions, the Legacy Funds were merged with and into the Company, and we issued 9,183,185 shares of our common stock for an aggregate amount of approximately $137.7 million and paid approximately $108.7 million in cash to the Legacy Funds’ investors, which included the general partners/managers of the Legacy Funds (the “Legacy Investors”), to acquire the Legacy Funds and all of their respective assets, including the Legacy Portfolio. Our senior management team, led by Steven L. Brown, comprises the majority of the senior management team that managed the Legacy Funds and sourced the Legacy Portfolio.

As part of the Formation Transactions, we also acquired 100% of the equity interests of Trinity Capital Holdings for an aggregate purchase price of $10.0 million, which was comprised of 533,332 shares of our common stock, totaling approximately $8.0 million, and approximately $2.0 million in cash. In connection with the acquisition of such equity interests, the Company also assumed a $3.5 million severance related liability with respect to a former member of certain general partners of certain Legacy Funds. In connection with the acquisition of Trinity Capital Holdings, approximately $13.5 million (consisting of the aggregate purchase price and severance related liability assumed) was expensed to Costs related to the acquisition of Trinity Capital Holdings and Legacy Funds in the Consolidated Statements of Operations. As a result of the Formation Transactions, Trinity Capital Holdings became a wholly owned subsidiary of the Company.

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Trinity Funding 1, LLC (“TF1”) was formed on August 14, 2019 as a wholly owned subsidiary of Fund II to serve as a bankruptcy-remote entity for purposes of securing lending. On January 16, 2020, in connection with the Formation Transactions, the Company acquired TF1 through Fund II and became a party to, and assumed, a $300 million credit agreement (as amended, the “Credit Facility”) with Credit Suisse AG (“Credit Suisse”) through TF1. TF1 is included as a consolidated subsidiary of TCI in TCI’s consolidated financial statements.

On January 29, 2021, our common stock began trading on the Nasdaq Global Select Market under the ticker symbol “TRIN,” and we completed our initial public offering of our common stock, par value $0.001, (“IPO”) on February 2, 2021.

In connection with the filing of our 2020 annual tax return, TCI will elect to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax purposes. As a result, the Company generally does not pay corporate-level U.S. federal income taxes on any net ordinary taxable income or capital gains that it distributes to its stockholders.

Overview

We provide debt, including loans and equipment financings, to growth stage companies, including venture-backed companies and companies with institutional equity investors. Our investment objective is to generate current income and, to a lesser extent, capital appreciation through our investments. We seek to achieve our investment objective by making investments consisting primarily of term loans and equipment financings and, to a lesser extent, working capital loans, equity and equity-related investments. Our equipment financings involve loans for general or specific use, including acquiring equipment, that are secured by the equipment or other assets of the portfolio company. In addition, we may obtain warrants or contingent exit fees from many of our portfolio companies, providing an additional potential source of investment returns. The warrants entitle us to purchase preferred or common ownership shares of a portfolio company, and we typically target the amount of such warrants to scale in proportion to the amount of the debt or equipment financing. Contingent exit fees are cash fees payable upon the consummation of certain trigger events, such as a successful change of control or initial public offering of the portfolio company. In addition, we may obtain rights to purchase additional shares of our portfolio companies in subsequent equity financing rounds.

We target investments in growth stage companies with institutional investor support, experienced management teams, promising products and offerings, and large expanding markets. We define “growth stage companies” as companies that have significant ownership and active participation by sponsors and expected annual revenues of up to $100 million. These companies typically have begun to have success selling their products to the market and need additional capital to expand their operations and sales. Despite often achieving growing revenues, these types of companies typically have limited financing options to fund their growth. Equity, being dilutive in nature, is generally the most expensive form of capital available, while traditional bank financing is rarely available, given the lifecycle stage of these companies. Financing from us bridges this financing gap, providing companies with growth capital, which may result in improved profitability, less dilution for all equity investors, and increased enterprise value. Subject to the requirements of the 1940 Act, we are not limited to investing in any particular industry or geographic area and seek to invest in under-financed segments of the private credit markets.

Our loans and equipment financings may have initial interest-only periods of up to 24 months and generally fully amortize over a total term of up to 60 months. These investments are typically secured by a blanket first position lien, a specific asset lien on mission-critical assets and/or a blanket second position lien. We may also make a limited number of direct equity and equity-related investments in conjunction with our debt investments. We target growth stage companies that have recently issued equity to raise cash to offset potential cash flow needs related to projected growth, have achieved positive cash flow to cover debt service, or have institutional investors committed to providing additional funding. A loan or equipment financing may be structured to tie the amortization of the loan or equipment financing to the portfolio company’s projected cash balances while cash is still available for operations. As such, the loan or equipment financing may have a reduced risk of default. We believe that the amortizing nature of our investments will mitigate risk and significantly reduce the risk of our investments over a relatively short period. We focus on protecting and recovering principal in each investment and structure our investments to provide downside protection.

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Our loans and equipment financings generally range from $2 million to $30 million and we generally limit each loan or equipment financing to approximately five percent or less of our total assets. We believe investments of this scale are generally sufficient to support near-term growth needs of most growth stage companies. We seek to structure our loans and equipment financings such that amortization of the amount invested quickly reduces our risk exposure. Leveraging the experience of our investment professionals, we seek to target companies at their growth stage of development and to identify financing opportunities ignored by the traditional direct lending community.

The following illustrates the lifecycle stage at which we seek to invest in our portfolio companies, although we may, at our discretion, invest in other lifecycle stages.

Human Capital Resources and Management Team

We are an internally managed BDC employing 34 dedicated professionals as of December 31, 2020, including 17 investment, origination and portfolio management professionals, all of whom have experience working on investment and financing transactions for growth and early-stage companies. All of our employees are located in the United States.

Our management team has prior management experience, including with early-stage tech startups, and employs a highly systematized approach. Our senior management team, led by Steven L. Brown, comprises the majority of the senior management team that managed the Legacy Funds and sourced the Legacy Portfolio.

All investment decisions are made by the Investment Committee, whose members consist of Steven L. Brown, Gerald Harder, Kyle Brown and Ron Kundich. We consider these individuals to be our portfolio managers. The Investment Committee approves proposed investments by majority consent, which majority must include Steven L. Brown, in accordance with investment guidelines and procedures established by the Investment Committee.

Our employees drive the success of our business and investment strategy, including achieving our investment objective. We offer competitive compensation, benefits and training programs to develop our employees’ skills and expertise. We are committed to providing a safe, harassment-free work environment guided by principles of fair and equal treatment and focused on employee engagement.

In response to the COVID-19 pandemic, we instituted a temporary work-from-home policy in March 2020, during which our employees primarily worked remotely without disruption to our operations. In May 2020, we began to allow healthy employees to work in the office if they so choose.

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Potential Competitive Advantages

We believe that we are one of only a select group of specialty lenders that has our depth of knowledge, experience, and track record in lending to growth stage companies. Further, we are one of an even smaller subset of specialty lenders that offers both loans and equipment financings. Our other potential competitive advantages include:

• In-house engineering and operations expertise to evaluate growth stage companies’ business products and plans.

We have a history of employing technology experts, including those with engineering and operations expertise, who have developed proven technology and hold patents in their names, as well as executives and other employees who have experience with the products and business plans of growth stage companies. The expertise, knowledge and experience of these individuals allows them to understand and evaluate the business plans, products and financing needs of growth stage companies, including the risks related thereto.

• Direct origination networks that benefit from relationships with venture banks, institutional equity investors and entrepreneurs built during the term of operations of the Legacy Funds, which began in 2008.

We seek to be the first contact for venture bankers who focus on growth stage companies and who have a portfolio company that would benefit from term debt or equipment financings. We have established relationships with the major technology banks over the last 10 years in every major market across the United States and have established standard intercreditor and subordination agreements, which we believe make working with technology banks seamless in most regions across the United States. These banks often will provide revolving credit facilities to growth stage companies and we seek to provide term debt and/or equipment financings to their portfolio companies.

We also focus on sourcing deals from the partners of growth stage institutional investors, including growth stage venture capital firms and private equity firms. We focus on building relationships with investors who have raised recent funds and have the ability to provide ongoing support to their portfolio companies.

We receive referrals directly to the executive officers of growth stage companies from these various stakeholders. Most of these stakeholders have board seats on the portfolio companies referred to us, are intimately involved in the business of such portfolio companies and generally serve as our advocates when term sheets are negotiated. We also receive introductions to companies for potential investment opportunities from executive officers with whom we have had business relationships at former portfolio companies.

​• A dedicated staff of professionals covering credit origination and underwriting, as well as portfolio management functions.

We have a broad team of professionals focused on every aspect of the investment lifecycle. We have a credit origination and underwriting team that manages and oversees our investment process from identification of investment opportunity through negotiations of final term sheet and investment in a portfolio company. Our investment management and oversight activities are separate from our origination and underwriting activities. The team members serving our investment management and oversight functions have significant operating experience and are not associated with our origination function to avoid any biased views of performance. This structure helps our originators focus on identifying investment opportunities and building relationships with our portfolio companies.

• A proprietary credit rating system and regimented process for evaluating and underwriting prospective portfolio companies.

Historically, our management team has received significant prospective investment opportunities. In order to quickly review investment opportunities and evaluate risks, we have developed a detailed and consistent credit rating system. This system allows our analysts to receive a full set of financial statements and projections and quickly fill out a rating sheet for each potential investment, which includes using a series of weighted calculations to provide an initial “pass” or “fail” rating on the potential investment, as well as identifying specific risks for further consideration.

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• Scalable software platforms developed during the term of operations of the Legacy Funds, which support our underwriting processes and loan monitoring functions.

We have an internally developed pipeline management tool which gives us a detailed look at our performance in real time. We believe our historical metrics generally predict our quarterly funding needs based upon the number of prospective investment opportunities we have at varying stages of our origination process. We believe this granular look at our underwriting process gives us the ability to increase or decrease marketing efforts in order to manage available capital and achieve our deployment goals.

​Market Opportunity

We believe that an attractive market opportunity exists for providing debt and equipment financings to growth stage companies for the following reasons:

| • | Growth stage companies have generally been underserved by traditional lending sources;

| • | Unfulfilled demand exists for loans and equipment financings to growth stage companies due to the complexity of evaluating risk in these investments;

| • | Debt investments with warrants are less dilutive than traditional equity financing and complement equity financing from venture capital and private equity funds;

| • | Equity funding of growth stage companies, including venture capital backed companies, has increased steadily over the last ten years, resulting in new lending and equipment financing opportunities.

| • | We estimate that the annual U.S. venture debt and equipment financing market in 2020 exceeded $23 billion. We believe that the equipment financing market is even more fragmented, with the majority of equipment financing providers unable to fund investments for more than $10 million. We believe there are significant growth opportunities for us to expand our market share in the venture debt market and become a one-stop shop for loans and equipment financings for growth stage companies.

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Growth Stage Companies are Underserved by Traditional Lenders.

We believe many viable growth stage companies have been unable to obtain sufficient growth financing from traditional lenders, including financial services companies such as commercial banks and finance companies, because traditional lenders have continued to consolidate and have adopted a more risk-averse approach to lending. More importantly, we believe traditional lenders are typically unable to underwrite the risk associated with these companies effectively.

The cash flow characteristics of many growth stage companies include significant research and development expenditures and high projected revenue growth, thus often making such companies difficult to evaluate from a credit perspective. In addition, the balance sheets of many of these companies often include a disproportionately large amount of intellectual property assets, which can be difficult to value. Finally, the speed of innovation in technology and rapid shifts in consumer demand and market share add to the difficulty in evaluating these companies.

Due to the difficulties described above, we believe traditional lenders generally refrain from lending and/or providing equipment financing to growth stage companies, instead preferring the risk-reward profile of traditional fixed asset-based lending. We believe traditional lenders generally do not have flexible product offerings that meet the needs of growth stage companies. The financing products offered by traditional lenders typically impose restrictive covenants and conditions on borrowers, including limiting cash outflows and requiring a significant depository relationship to facilitate rapid liquidation.

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Unfulfilled Demand for Loans and Equipment Financings to Growth Stage Companies.

Private capital in the form of debt and equipment financing from specialty finance companies continues to be an important source of funding for growth stage companies. We believe that the level of demand for debt and equipment financing is a function of the level of annual venture equity investment activity and can be as much as 20% to 30% of such investment activity. We believe this market is largely served by a handful of venture banks, with whom our products generally do not compete, and a relative few term lenders and lessors.

We believe that demand for debt and equipment financing to growth stage companies is currently underserved, given the high level of activity in venture capital equity market for the growth stage companies in which we invest. We believe certain venture lending companies have begun to focus on larger investment opportunities, potentially creating additional opportunities for us in the near term. Our senior management team has seen a significant increase in the number of potential investment opportunities over the last ten years.

Debt Investments with Warrants Complement Equity Financing from Venture Capital and Private Equity Funds.

We believe that growth stage companies and their financial sponsors will continue to view debt and equipment financing as an attractive source of capital because it augments the capital provided by venture capital and private equity funds. We believe that our debt investments, including loans and equipment financings, will provide access to growth capital that otherwise may only be available through incremental equity investments by new or existing equity investors. As such, we intend to provide portfolio companies and their financial sponsors with an opportunity to diversify their capital sources. Generally, we believe many growth stage companies target a portion of their capital to be debt and equipment financing in an attempt to minimize ownership dilution to existing investors and company founders. In addition, because growth stage companies generally reach a more mature stage prior to reaching a liquidity event, we believe our investments could provide the capital needed to grow or recapitalize during the extended growth period sometimes required prior to liquidity events.

Investment Philosophy, Strategy and Process

Overview

We lend money in the form of term loans and equipment financings and, to a lesser extent, working capital loans to growth stage companies. Investors may receive returns from three sources — the loan’s interest payments or equipment financing payments and the associated contractual fees; the final principal payment; and, contingent upon a successful change of control or initial public offering, proceeds from the equity positions or contingent exit fees obtained at loan or equipment financing origination.

We primarily seek to invest in loans and equipment financings to growth stage companies that have generally completed product development and are in need of capital to fund revenue growth. We believe a lack of profitability often limits these companies’ ability to access traditional bank financing and our in-house engineering and operations experience allows us to better understand this risk and earn what we believe to be higher overall returns and better risk-adjusted returns than those associated with traditional bank loans.

Subject to the requirements under the 1940 Act, which require that we invest at least 70% of our total assets in qualifying assets, we may also engage in other lending activities by investing in assets that are not qualifying assets under the requirements of the 1940 Act, including asset-backed lending, which may constitute up to 30% of our total assets.

We believe good candidates for loans and equipment financings appear in all business sectors. We are not limited to investing in any particular industry or geographic area and seek to invest in under-financed segments of the private credit markets. We believe in diversification and do not intend to specialize in any one sector. Our portfolio companies are selected from a wide range of industries, technologies and geographic regions. Since we focus on investing in portfolio companies alongside venture capital firms and technology banks, we anticipate that most of our opportunities will come from sectors that those sources finance.

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Characteristics of Target Portfolio Companies

We seek to invest in a cross-section of growth stage companies. In addition to the criteria discussed in this annual report on Form 10-K, we may consider other factors such as portfolio company size, industry, historical revenue growth, management’s revenue growth projections, relevant operating margins, competition, management capabilities and geographic concentration. We will evaluate prospective portfolio companies quantitatively and qualitatively, and determine investments based on the key factors, including the following items:

| • | Recent, concurrent, or future funding by a venture capital firm;

| • | Strong, experienced and flexible management team;

| • | Successful, market-proven product and/or service with some proprietary characteristics;

| • | Application of proven technologies that enable their customers to reduce costs, improve strategic positioning or fundamentally change the competitive nature of their industries;

| • | Detailed business plan with multi-year projections that cover the full term of our investment; and

| • | A defined exit strategy with identified potential acquirers.

Investment Structure

We seek to structure portfolio investments to mitigate risk and provide attractive risk-adjusted returns for our investors while meeting portfolio companies financing needs. Typically, our loans, equipment financings and equity and equity-related investments take one of the following forms:

| • | Term Debt and Working Capital Loans. Term debt and working capital loans typically have initial interest-only periods of up to 24 months and may then fully amortize over a total term of up to 60 months. The annual stated interest rate on these loans typically has ranged from 8% to 14%.

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| • | Equipment Financings. Typically, an equipment financing is structured as fully amortizing over a period of up to 60 months. The specific terms of each equipment financing depend on the creditworthiness of the portfolio company and the projected value of the financed assets. Occasionally, we offer an initial period at a lower finance factor to companies with stronger creditworthiness, which is analogous to an interest-only period on a term loan. Annual interest rates on equipment financings typically have ranged from 7% to 14%.

| • | Additional Deal Considerations. Additional deal considerations typically have included upfront fees of up to 2% of the invested principal, upfront structuring fees of approximately one-half month of finance payments for equipment financings, an upfront deposit of up to three months for equipment financings, and have final payments on average of 8% of invested principal.

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| • | Equity and Equity-Related Securities. We may also seek to obtain warrants entitling us to purchase preferred or common ownership shares of a portfolio company. We typically target the amount of such warrants to scale in proportion to the amount of the debt or equipment financing. We also attempt to structure such warrants so that the exercise price of the warrants will either be the price paid by venture capital investors in the most recent financing round or a current option price set by the portfolio company. Our typical exercise period for warrants is seven to 10 years. In addition, we may obtain rights to purchase additional shares of our portfolio companies in subsequent equity financing rounds.

​Concentration Limits; Security

We endeavor to maintain reasonable limits of concentration to specific industries, technologies and geographic regions. By their nature, these limits are subjective and are applied solely at the discretion of management.

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In all our loans, we seek to take a security position in all of the assets of the portfolio company, including intellectual property, if available. From time to time, we may agree to take a security position in less than the total amount of assets. In the case of equipment financings, for instance, the security interest may extend only to the asset(s) financed.

In addition, we seek to enter into standard intercreditor agreements with the major technology banks that we anticipate engaging with, making work-out situations much easier and less contentious. Where and when possible, we will execute deposit account control agreements with our portfolio companies giving us ongoing access to their bank accounts for purposes of ensuring access to our collateral in a default. In all cases, we seek to put in place Uniform Commercial Code filings to perfect our position, and to update these filings frequently to reflect changes in our collateral.

Investment Process

Investment Originations; New Deals Referred

We have a multi-channel sourcing strategy focused primarily on growth stage venture capital firms, private equity firms, technology banks and, to a lesser extent, brokers who focus on our business. We have established relationships with the major technology banks and have established standard intercreditor and subordination agreements, which make working with technology banks seamless in most regions across United States.

We continue to expand our originations team internally in order to continue to focus on building relationships with individuals at top tier venture capital firms as well as building out connections to a nationwide network of technology bankers. We have developed proprietary internal systems and technology to give our originations and marketing team real time information about the broader market and our investment pipeline, which we leverage to attempt to become and maintain our relationship as the first call for our referral sources.

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Initial Rating

The following illustrates our transaction rating methodology for term loans.

The following illustrates our transaction rating methodology for equipment financings.

Our initial rating of every opportunity is based on six factors:

| (1) | the portfolio company’s investors, specifically their ability and likelihood to provide ongoing financial support as needed;

| (2) | the experience and strength of the portfolio company’s management team and board of directors;

| (3) | the portfolio company’s products or services and the market needs that they fulfill;

| (4) | the portfolio company’s historical and projected financial performance, including a review of revenue potential, growth, gross margins and other metrics;

| (5) | debt structure and cash life; and

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| (6) | other factors such as intellectual property, collateral, corporate governance, or other items that are deemed to be relevant by the due diligence team.

Investment opportunities that score an acceptable initial rating are moved on for further consideration.

Preliminary Due Diligence and Executive Summary

The next phase of the due diligence process involves a structured call with the management team of the prospective portfolio company. Following the management call, if the opportunity still appears to be worthy of consideration, an executive summary memorandum is prepared by the due diligence team for consideration and voting by the Investment Committee. The executive summary memorandum is distributed to the Investment Committee, and the deal terms for the investment are defined. If approved by the Investment Committee, we issue a term sheet to the prospective portfolio company.

Confirmatory Due Diligence and On-Site Meeting

If the term sheet offered by us is accepted by the prospective portfolio company, the process of obtaining additional confirmatory due diligence begins. The confirmatory due diligence process typically includes calls with the venture capital partners responsible for the equity financing of the portfolio company, as well as key customers, suppliers, partners, or other stakeholders as may be deemed relevant by the due diligence team. Additional financial analysis is performed, in order to confirm the cash life assumptions that were made prior to term sheet issuance. In the case of an equipment financing, or term loan in which fixed assets make up a significant portion of our collateral, the due diligence team completes an analysis of the equipment or fixed assets being financed, which may include calls to the original manufacturer and/or any dealers, resellers, or refurbishing companies, to evaluate the value of the equipment at inception, as well as the useful life and anticipated value throughout the life of our holding period. Occasionally, we may engage the assistance of an appraiser to assist in valuations.

The final step in the confirmatory diligence process generally involves an on-site meeting, at which members of our due diligence team meet with the management team of the prospective portfolio company for a final review of the portfolio company’s financial performance and forward-looking plans. This meeting is typically held at the business offices of the portfolio company; however, occasionally the meeting will be held via video teleconference if travel to the portfolio company is not possible. One or more members of the Investment Committee will attend the on-site meeting if possible.

Underwriting Report and Investment Committee Vote

Assuming that the confirmatory due diligence process reveals no issues that would cause the due diligence team to recommend against the proposed investment, the due diligence team prepares an Investment Underwriting Report (“IUR”), which is distributed to the Investment Committee. The Investment Committee then meets to discuss and review the deal terms and IUR regarding the proposed investment and a vote takes place. A majority of the Investment Committee, which majority must include Steven L. Brown, is required to approve the transaction.

Investment Management and Oversight

Our investment management and oversight activities are separate from our origination and underwriting activities. The team members serving our investment management and oversight functions have significant operating experience and are not associated with our origination function to avoid any biased views of performance. Beyond the dedicated portfolio management team, all of our management team members and investment professionals are typically involved at various times with our portfolio companies and investments. Our portfolio management team reviews our portfolio companies’ monthly or quarterly financial statements and compares actual results to the portfolio companies’ projections. Additionally, the portfolio management team may initiate periodic calls with the portfolio company’s venture capital partners and its management team and may obtain observer rights on the portfolio company’s board of directors. Our management team and investment professionals anticipate potential problems by monitoring reporting requirements and having frequent calls with the management teams of our portfolio companies.

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Investment Risk Rating System

Our portfolio management team uses an ongoing investment risk rating system to characterize and monitor our outstanding loans and equipment financings. Our portfolio management team monitors and, when appropriate, recommends changes to the investment risk ratings. Our Investment Committee reviews the recommendations and/or changes to the investment risk ratings, which are submitted on a quarterly basis to the Audit Committee (the “Audit Committee”) of our Board of Directors (the “Board”) and the Board.

From time to time, we will identify investments that require closer monitoring or become work-out assets. We will develop a workout strategy for workout assets and our Investment Committee will monitor the progress against the strategy. We may incur losses from our investing activities; however, we work with our troubled portfolio companies in order to recover as much of our investments as is practicable, including possibly taking control of the portfolio company. The risk rating system allows for early detection of issues and escalation to avoid credit losses.

For our investment risk rating system, we review seven different criteria and, based on our review of such criteria, we assign a risk rating on a scale of 1 to 5, as set forth in the following illustration.

As of December 31, 2020, the Company’s debt investment portfolio had a weighted average risk rating score of 3.2.

Managerial Assistance

As a BDC, we are required to offer, and provide upon request, managerial assistance to our portfolio companies. This assistance could involve, among other things, monitoring the operations of our portfolio companies, participating in board and management meetings, consulting with and advising officers of portfolio companies and providing other organizational and financial guidance. We may, from time to time, receive fees for these services. In the event that such fees are received, we expect that they will be incorporated into our operating income and passed through to our stockholders, given the nature of our structure as an internally managed BDC. See “— Regulation as a Business Development Company — Significant Managerial Assistance” for additional information.

Competition

Our prospective markets are highly competitive and are characterized by competitive factors that vary based upon product and geographic region. Competitors vary and may include captive and independent finance companies, other BDCs, equity and debt focused public and private funds, commercial banks and thrift institutions, industrial banks, community banks, leasing companies, hedge funds, insurance companies, mortgage companies, manufacturers and vendors, and other financing providers. There has been substantial competition for attractive investment opportunities in the venture capital business, in particular.
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These lenders will typically offer lower finance rates than non-bank finance companies (including us), but will require cash depository relationships, blanket liens and will often have certain performance and cash covenants, all of which make their lending program less flexible and, we believe, less attractive to borrowers. We compete, in part, on the basis of pricing, terms and structure. For additional information concerning the competitive risks we face, refer to “Item 1A. Risk Factors – Risks Relating to Our Business and Structure – We operate in a highly competitive market for investment opportunities, which could reduce returns and result in losses.”

Emerging Growth Company

The Company is an emerging growth company as defined in the J umpstart Our Business Startups Act of 2012 (the “JOBS Act”) and is eligible to take advantage of certain specified reduced disclosure and other requirements that are otherwise generally applicable to public companies that are not “emerging growth companies” including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). Although we have not made a determination whether to take advantage of any or all of these exemptions, we expect to remain an emerging growth company for up to five years following the completion of our IPO or until the earliest of:

| • | the last day of the first fiscal year in which our annual gross revenues exceed $1.07 billion;

| • | December 31 of the fiscal year that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act which would occur if the market value of the shares of our common stock that is held by non-affiliates exceeds $700.0 million as of the last business day of our most recently completed second fiscal quarter and we have been publicly reporting for at least 12 months; or

​

| • | the date on which we have issued more than $1.0 billion in non-convertible debt securities during the preceding three-year period.

In addition, we will take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

Regulation as a Business Development Company

We have elected to be regulated as a BDC under the 1940 Act. The 1940 Act contains prohibitions and restrictions relating to transactions between BDCs and their affiliates, principal underwriters and affiliates of those affiliates or underwriters. The 1940 Act requires a majority of the members of the board of directors of a BDC be persons other than “interested persons,” as that term is defined in the 1940 Act. In addition, the 1940 Act provides that we may not change the nature of our business so as to cease to be, or to withdraw our election as, a BDC unless approved by a majority of our outstanding voting securities.

The 1940 Act defines “a majority of the outstanding voting securities” as the lesser of (i) 67% or more of the voting securities present at a meeting if the holders of more than 50% of our outstanding voting securities are present or represented by proxy or (ii) more than 50% of our outstanding voting securities.

Qualifying Assets. Under the 1940 Act, a BDC may not acquire any asset other than assets of the type listed in Section 55(a) of the 1940 Act, which are referred to as qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the BDC’s total assets. The principal categories of qualifying assets relevant to our business are any of the following:

| (1) | Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited exceptions) is an eligible portfolio company, or from any person who is, or has been during the preceding 13 months, an affiliated person of an eligible portfolio company, or from any other

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|  | person, subject to such rules as may be prescribed by the SEC. An eligible portfolio company is defined in the 1940 Act as any issuer which:

| a. | is organized under the laws of, and has its principal place of business in, the United States;

| b. | is not an investment company (other than a small business investment company wholly owned by the BDC) or a company that would be an investment company but for certain exclusions under the 1940 Act; and

| c. | satisfies any of the following:

i. |  | does not have any class of securities that is traded on a national securities exchange;

ii. |  | has a class of securities listed on a national securities exchange, but has an aggregate market value of outstanding voting and non-voting common equity of less than $250 million;

iii. |  | is controlled by a BDC or a group of companies including a BDC and the BDC has an affiliated person who is a director of the eligible portfolio company; or

iv. |  | is a small and solvent company having total assets of not more than $4 million and capital and surplus of not less than $2 million;

| (2) | Securities of any eligible portfolio company controlled by us;

| (3) | Securities purchased in a private transaction from a U.S. issuer that is not an investment company or from an affiliated person of the issuer, or in transactions incident thereto, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior to the purchase of its securities was unable to meet its obligations as they came due without material assistance other than conventional lending or financing arrangements;

| (4) | Securities of an eligible portfolio company purchased from any person in a private transaction if there is no ready market for such securities and we already own 60% of the outstanding equity of the eligible portfolio company;

| (5) | Securities received in exchange for or distributed on or with respect to securities described in (1) through (4) above, or pursuant to the exercise of warrants or rights relating to such securities; or

| (6) | Cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment.

​

In addition, a BDC must be operated for the purpose of making investments in the types of securities described in (1), (2) or (3) above.

Significant Managerial Assistance. A BDC must have been organized and have its principal place of business in the United States and must be operated for the purpose of making investments in the types of securities described above. However, in order to count portfolio securities as qualifying assets for the purpose of the 70% test, the BDC must either control the issuer of the securities or must offer to make available to the issuer of the securities (other than small and solvent companies described above) significant managerial assistance. However, where the BDC purchases such securities in conjunction with one or more other persons acting together, one of the other persons in the group may make available such managerial assistance. Making available significant managerial assistance means, among other things, any arrangement whereby the BDC, through its directors, officers or employees, offers to provide and, if accepted, does so provide, significant guidance and counsel concerning the management, operations or business objectives and policies of a portfolio company through monitoring of portfolio company operations, selective participation in board and

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management meetings, consulting with and advising a portfolio company’s officers or other organizational or financial guidance.

Temporary Investments. Pending investment in other types of qualifying assets, as described above, our investments can consist of cash, cash equivalents, U.S. government securities or high quality debt securities maturing in one year or less from the time of investment, which are referred to herein, collectively, as temporary investments, so that 70% of our assets would be qualifying assets.

Issuance of Derivative Securities. Under the 1940 Act, a BDC is subject to restrictions on the issuance, terms and amount of warrants, options, restricted stock or rights to purchase shares of capital stock that it may have outstanding at any time. In particular, the amount of capital stock that would result from the conversion or exercise of all outstanding warrants, options or rights to purchase capital stock cannot exceed 25% of the BDC’s total outstanding shares of capital stock. This amount is reduced to 20% of the BDC’s total outstanding shares of capital stock if the amount of warrants, options or rights issued pursuant to an executive compensation plan would exceed 15% of the BDC’s total outstanding shares of capital stock. We intend to apply for exemptive relief from the SEC to permit us to issue restricted stock and restricted stock units to our employees, officers and directors subject to the above conditions, among others; although there can be no assurance or guarantee that such exemptive relief will be received from the SEC.

Senior Securities; Coverage Ratio. We are generally permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to our Common Stock if our asset coverage, as defined in the 1940 Act, is at least equal to 150% immediately after each such issuance. In connection with the organization of the Company, the Board and our initial sole stockholder authorized us to adopt the 150% asset coverage ratio. This means we are permitted to borrow $2 for investment purposes for every $1 of investor equity. For a discussion of the risks associated with leverage refer to Item 1A. Risk Factors — Risks Relating to Our Business and Structure — Regulations governing our operation as a BDC affect our ability to, and the way in which we, raise additional capital.”

Code of Ethics. We have adopted a code of ethics pursuant to Rule 17j-1 under the 1940 Act that establishes procedures for personal investments and restricts certain personal securities transactions. Personnel subject to the code are permitted to invest in securities for their personal investment accounts, including securities that may be purchased or held by us, so long as such investments are made in accordance with the code’s requirements.

Affiliated Transactions. We are prohibited under the 1940 Act from conducting certain transactions with our affiliates without the prior approval of our directors who are not interested persons and, in some cases, the prior approval of the SEC.

Other. We will be periodically examined by the SEC for compliance with the 1940 Act and be subject to the periodic reporting and related requirements of the Exchange Act.

We are also required to provide and maintain a bond issued by a reputable fidelity insurance company to protect against larceny and embezzlement. Furthermore, as a BDC, we are prohibited from protecting any director or officer against any liability to stockholders arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office.

We are also required to designate a chief compliance officer and to adopt and implement written policies and procedures reasonably designed to prevent violation of the federal securities laws and to review these policies and procedures annually for their adequacy and the effectiveness of their implementation.

Taxation as a Regulated Investment Company

In connection with the filing of our 2020 annual tax return, we will elect to be treated and to qualify each year thereafter as a RIC for U.S. federal income tax purposes. As a RIC, we generally will not have to pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that we distribute to stockholders as distributions. To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements (as described below). In addition, in order to obtain RIC tax benefits, we must distribute to stockholders, for each taxable

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year, at least 90% of our “investment company taxable income,” which is generally its ordinary income plus the excess of realized net short-term capital gains over realized net long-term capital losses (the “Annual Distribution Requirement”).

If we:

| • | qualify as a RIC; and

| • | satisfy the Annual Distribution Requirement,

then we will not be subject to U.S. federal income tax on the portion of income we distribute (or are deemed to distribute) to stockholders. We will be subject to U.S. federal income tax at the regular corporate rates on any income or capital gains not distributed (or deemed distributed) to stockholders.

We are subject to a 4% nondeductible U.S. federal excise tax on certain undistributed income unless we distribute in a timely manner an amount at least equal to the sum of  (i) 98% of net ordinary income for each calendar year, (ii) 98.2% of the amount by which capital gains exceeds capital losses (adjusted for certain ordinary losses) for the one-year period ending October 31 in that calendar year and (iii) certain undistributed amounts from previous years on which we paid no U.S. federal income tax (the “Excise Tax Avoidance Requirement”). While we intend to distribute any income and capital gains in order to avoid imposition of this 4% U.S. federal excise tax, we may not be successful in avoiding entirely the imposition of this tax. In that case, we will be liable for the tax only on the amount by which we do not meet the foregoing distribution requirement.

In order to qualify as a RIC for U.S. federal income tax purposes, we must, among other things:

| • | continue to qualify as a BDC under the 1940 Act at all times during each taxable year;

| • | derive in each taxable year at least 90% of gross income from dividends, interest, payments with respect to loans of certain securities, gains from the sale of stock or other securities or foreign currencies, net income from certain “qualified publicly traded partnerships,” or other income derived with respect to the business of investing in such stock or securities (the “90% Income Test”); and

| • | diversify our holdings so that at the end of each quarter of the taxable year:

| o | at least 50% of the value of our assets consists of cash, cash equivalents, U.S. Government securities, securities of other RICs, and other securities if such other securities of any one issuer do not represent more than 5% of the value of our assets or more than 10% of the outstanding voting securities of the issuer; and

| o | no more than 25% of the value of our assets is invested in the (i) securities, other than U.S. government securities or securities of other RICs, of one issuer, (ii) securities of two or more issuers that are controlled, as determined under applicable Code rules, by us and that are engaged in the same or similar or related trades or businesses or (iii) securities of one or more “qualified publicly traded partnerships” (the “Diversification Tests”).

We may be required to recognize taxable income in circumstances in which we do not receive cash. For example, if we hold debt obligations that are treated under applicable tax rules as having original issue discount (such as debt instruments with payment-in-kind, or PIK, interest or, in certain cases, increasing interest rates or issued with warrants), we must include in income each year a portion of the original issue discount that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. We may also have to include in income other amounts that we have not yet received in cash, such as PIK interest and deferred loan origination fees that are paid after origination of the loan. Because any original issue discount or other amounts accrued will be included in our investment company taxable income for the year of accrual, we may be required to make a distribution to

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stockholders in order to satisfy the Annual Distribution Requirement, even though we will not have received the corresponding cash amount.

Although we do not presently expect to do so, we are authorized to borrow funds, to sell assets and to make taxable distributions of our stock and debt securities in order to satisfy distribution requirements. Our ability to dispose of assets to meet distribution requirements may be limited by (i) the illiquid nature of our portfolio and/or (ii) other requirements relating to our status as a RIC, including the Diversification Tests. If we dispose of assets in order to meet the Annual Distribution Requirement or the Excise Tax Avoidance Requirement, we may make such dispositions at times that, from an investment standpoint, are not advantageous. If we are unable to obtain cash from other sources to satisfy the Annual Distribution Requirement, we may fail to qualify for tax treatment as a RIC and become subject to tax as an ordinary corporation.

Under the 1940 Act, we are not permitted to make distributions to our stockholders while debt obligations and other senior securities are outstanding unless certain “asset coverage” tests are met. If we are prohibited from making distributions, we may fail to qualify for tax treatment as a RIC and become subject to tax as an ordinary corporation.

Certain of our investment practices may be subject to special and complex U.S. federal income tax provisions that may, among other things: (i) disallow, suspend or otherwise limit the allowance of certain losses or deductions; (ii) convert lower taxed long-term capital gain into higher taxed short-term capital gain or ordinary income; (iii) convert an ordinary loss or a deduction into a capital loss (the deductibility of which is more limited); (iv) cause us to recognize income or gain without a corresponding receipt of cash; (v) adversely affect the time as to when a purchase or sale of securities is deemed to occur; (vi) adversely alter the characterization of certain complex financial transactions; and (vii) produce income that will not be qualifying income for purposes of the 90% Income Test described above. We will monitor our transactions and may make certain tax decisions in order to mitigate the potential adverse effect of these provisions.

A RIC is limited in its ability to deduct expenses in excess of its “investment company taxable income” (which is, generally, ordinary income plus the excess of net short-term capital gains over net long-term capital losses). If our expenses in a given year exceed investment company taxable income, we would experience a net operating loss for that year. However, a RIC is not permitted to carry forward net operating losses to subsequent years. In addition, expenses can be used only to offset investment company taxable income, not net capital gain. Due to these limits on the deductibility of expenses, we may, for tax purposes, have aggregate taxable income for several years that we are required to distribute and that is taxable to stockholders even if such income is greater than the aggregate net income we actually earned during those years. Such required distributions may be made from cash assets or by liquidation of investments, if necessary. We may realize gains or losses from such liquidations. In the event we realize net capital gains from such transactions, a stockholder may receive a larger capital gain distribution than it would have received in the absence of such transactions.

Failure to Qualify as a RIC

If we have previously qualified as RIC, but are subsequently unable to qualify for treatment as a RIC, and certain cure provisions are not met, we would be subject to tax on all of our taxable income (including net capital gains) at regular corporate rates. We would not be able to deduct distributions to stockholders, nor would distributions be required to be made. Distributions, including distributions of net long-term capital gain, would generally be taxable to stockholders as ordinary dividend income to the extent of our current and accumulated earnings and profits. Subject to certain limitations under the Code, corporate stockholders would be eligible to claim a dividend received deduction with respect to such dividend and non-corporate stockholders would generally be able to treat such distributions as “qualified dividend income,” which is subject to reduced rates of U.S. federal income tax. Distributions in excess of current and accumulated earnings and profits would be treated first as a return of capital to the extent of the stockholder’s tax basis, and any remaining distributions would be treated as a capital gain. In order to requalify as a RIC, in addition to the other requirements discussed above, we would be required to distribute all previously undistributed earnings attributable to the period we failed to qualify as a RIC by the end of the first year that we intend to requalify as a RIC. If we fail to requalify as a RIC for a period greater than two taxable years, we may be subject to regular corporate tax on any net built-in gains with respect to certain assets (i.e., the excess of the aggregate gains, including items of income, over

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aggregate losses that would have been realized with respect to such assets if we had been liquidated) that we elect to recognize on requalification or when recognized over the next five years.

Corporate Information

Our principal executive offices are located at 3075 W. Ray Rd, Suite 525, Chandler, Arizona 85226. We maintain a website on the Internet at www.trincapinvestment.com. We make available, free of charge, on our website our proxy statement, annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission, or SEC. Information contained on our website is not incorporated by reference into this annual report on Form 10-K, and you should not consider that information to be part of this annual report on Form 10-K.

We file annual, quarterly and current periodic reports, proxy statements and other information with the SEC, under the Securities Exchange Act of 1934, as amended, or the Exchange Act. In addition, the SEC maintains an Internet website, at www.sec.gov, that contains reports, proxy and information statements, and other information regarding issuers, including us, who file documents electronically with the SEC.

Item 1A. Risk Factors

You should carefully consider the risks and uncertainties described below, together with all of the other information in this annual report on Form 10-K, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes. Our business, operating results, financial condition, or prospects could be materially and adversely affected by any of these risks and uncertainties. If any of these risks occurs, the trading price of our common stock could decline, and you might lose all or part of your investment. Our business, operating results, financial performance, or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material.

Summary of Principal Risk Factors

​

The following is a summary of the principal risks that you should carefully consider before investing in our securities and is followed by a more detailed discussion of the material risks related to us and an investment in our securities.

We are subject to risks related to our business and structure, including, but not limited to the following:
​

| ● | We have a limited operating history as a BDC.

| ● | We depend upon our senior management team and investment professionals, including the members of our Investment Committee, for our success.

| ● | Our business model depends to a significant extent upon strong referral relationships with venture capital sponsors, and our inability to develop or maintain these relationships, or the failure of these relationships to generate investment opportunities, could adversely affect our business.

| ● | Global economic, political and market conditions, including uncertainty about the financial stability of the United States, could have a significant adverse effect on our business, financial condition and results of operations.

| ● | Regulations governing our operations as a BDC affect our ability to and the way in which we raise additional capital.

| ● | Changes in laws or regulations governing our operations may adversely affect our business or cause us to alter our business strategy.

| ● | Provisions in our credit facilities may limit our operations.

| ● | We are exposed to risks associated with changes in interest rates, including the decommissioning of LIBOR.

| ● | Most or a substantial portion of our portfolio investments will be recorded at fair value as determined in good faith by the Board and, as a result, there may be uncertainty as to the value of our portfolio investments.

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| ● | The Board may change our investment objective, operating policies and strategies without prior notice or stockholder approval, the effects of which may be adverse.

| ● | Any failure in cyber security systems, as well as the occurrence of events unanticipated in our disaster recovery systems and management continuity planning, could impair our ability to conduct business effectively.

We are subject to risks related to our investments, including, but not limited to the following:

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| ● | Our investments are very risky and highly speculative and a lack of liquidity in our investments may adversely affect us.

| ● | Our investment strategy focuses on growth stage companies which are subject to many risks, including dependence on the need to raise additional capital, volatility, intense competition, shortened product life cycles, changes in regulatory and governmental programs, periodic downturns, below investment grade ratings, which could cause you to lose all or part of your investment in us.

| ● | The equipment financing industry is highly competitive and competitive forces could adversely affect the financing rates and resale prices that we may realize on our equipment financing investment portfolio and the prices that we have to pay to acquire our investments.

| ● | The COVID-19 pandemic has caused severe disruptions in the global economy and has disrupted financial activity in the areas in which we or our portfolio companies operate.

| ● | Economic recessions or downturns could impair our portfolio companies and harm our operating results.

| ● | Our investments are geographically concentrated, which may result in a single occurrence in a particular geographic area having a disproportionate negative impact on our investment portfolio.

| ● | We may be subject to risks associated with our investments in senior loans, junior debt securities and covenant-lite loans.

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Risks related to an investment in our securities include, but are not limited to, the following:

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| ● | We may not be able to pay distributions, our distributions may not grow over time and/or a portion of our distributions may be a return of capital.

| ● | Investing in our common stock may involve an above-average degree of risk, including the risk of dilution.

| ● | The market value of our securities may fluctuate significantly, which may make it difficult to resell our securities, including at an attractive price.

| ● | We may borrow money, which may magnify the potential for gain or loss and may increase the risk of investing in us.

| ● | Our 2025 Notes and our 6.00% Convertible Notes due 2025 (the “Convertible Notes”) are each unsecured and therefore effectively subordinated to any secured indebtedness we currently have outstanding or may incur in the future and rank pari passu with, or equal to, all outstanding and future unsecured unsubordinated indebtedness issued by us and our general liabilities.

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We are subject to risks related to U.S. federal income tax including, but not limited to, the following:

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| ● | We will be subject to corporate-level U.S. federal income tax if we are unable to qualify or maintain qualification as a RIC under Subchapter M of the Code.

| ● | We may have difficulty paying our required distributions if we recognize income before, or without, receiving cash representing such income.

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Risks R elated to Our Business and Structu r e

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W e ha v e limited ope r ating history as a BD C.

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We were formed on August 12, 2019 to acquire the assets of the Legacy Funds and have limited operating history as a combined entity or as a BDC. As a result, we are subject to the business risks and uncertainties associated with recently formed businesses, including the risk that we will not achieve our investment objective and the value of a stockholder’s investment could decline substantially or become worthless. In addition, we may be unable to generate sufficient revenue from our operations to make or sustain distributions to our stockholders.

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The 1940 Act and the Code impose numerous constraints on the operations of BDCs and RICs that do not apply to the other types of investment vehicles and did not apply to the Legacy Funds. For example, under the 1940 Act, BDCs are required to invest at least 70% of their total assets primarily in securities of qualifying U.S. private or thinly traded companies. Moreover, qualification for RIC tax treatment under Subchapter M of the Code requires, among other things, satisfaction of source-of-income, diversification and other requirements. The failure to comply with these provisions in a timely manner could prevent us from qualifying as a BDC or RIC or could force us to pay unexpected taxes and penalties, which could be material. Our management team’s lack of experience in managing a portfolio of assets under such constraints may hinder our ability to take advantage of attractive investment opportunities and, as a result, achieve our investment objective.

W e depend upon our senior mana g ement team and i n v estment p r ofessional s, including the membe r s of the I n v estment Committe e, for our succes s.

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Our ability to achieve our in vestment objective and to ma ke distributions to our stockholders depends upon the performance of our senior management. We depend on the in vestment expertise, skill and network of business contacts of our senior management team and in vestment professionals, including the members of the In vestment Committee, who e v aluate, negotiate, structur e, execute, monitor and service our in vestments. Our success depends to a significant extent on the continued service and coordination of these individuals. The departure of any of these individuals or competing demands on their time in the future could ha ve a material ad verse effect on our ability to achieve our in vestment objectiv e. Further, if these individuals do not maintain their existing relationships with financial institutions, sponsors and in vestment professionals and do not develop new relationships with other sources of in vestment opportunities, we may not be a ble to gr ow our in vestment portfolio or achieve our in vestment objectiv e. This could ha ve a material ad verse effect on our financial condition and results of oper ations.

Our business mod e l depends to a significant e xtent upon st r ong r efer r al r e lationships with v entu r e capital sponso r s, and our inability to de ve lop or maintain these r e lationship s, or the failu r e of these r e lationships to generate i n v estment opportunitie s, could ad v e r s e ly affect our busines s.

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We expect that members of our management team will maintain their relationships with venture capital sponsors, and we will rely to a significant extent upon these relationships to provide us with our deal flow. If we fail to maintain our existing relationships, our relationships become strained as a result of enforcing our rights with respect to non-performing investments in protecting our investments or we fail to develop new relationships with other firms or sources of investment opportunities, then we will not be able to grow our investment portfolio. In addition, persons with whom members of our management team have relationships are not obligated to provide us with investment opportunities and, therefore, there is no assurance that such relationships will lead to the origination of debt or other investments.

Our financial condition and r esults of ope r ations depend on our ability to mana g e our business effecti v e l y.

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Our ability to achieve our in vestment objective and gr ow depends on our ability to manage our business. This depends, in turn, on our ability to identify, in vest in and monitor companies that meet our in vestment criteria. The achievement of our in vestment objective depends upon the execution of our in vestment process and our access to financing on accepta ble terms. Our senior origination professionals and other in vestment personnel may be called upon to provide managerial assistance to our portfolio companies. These activities may distract them or slow our r ate of in vestment. Any failure to manage our business and our future gr owth effective ly could ha ve a material ad verse effect on our business, financial condition, results of oper ations and prospects. Our results of oper ations depend on many factors, including the a vailability of opportunities for in vestment, readily accessible short and long-term funding alternati ves in the financial mar kets and economic conditions. Furthermor e, if we cannot successfully oper ate our business or implement our in vestment policies and str ategies, it could negative ly impact our ability to pay distributions or other distributions and you may lose all or part of your in vestment.

W e a r e subject to certain r e gulatory r estrictions that may ad v e r s e ly affect our busines s.

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As an internally managed BDC, the size and categories of our assets under management are limited, and we will be una ble to offer as wide a variety of financial products to prospective portfolio companies and sponsors (potentially

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limiting the size and diversification of our asset base). We therefore may not achie ve ef ficiencies of scale and greater management resources a vaila ble to externally managed BDCs.

Additionall y, as an internally managed BDC, our ability to offer more competitive and flexible compensation structures, such as offering both a profit-sharing plan and a long-term incentive plan, is subject to the limitations imposed by the 1940 Act, which may limit our ability to attract and retain talented in vestment management professionals. As such, these limitations could inhibit our ability to gr o w, pursue our business plan and attract and retain professional talent, any or all of which may ha ve a negative impact on our business, financial condition and results of oper ations.

Y ou will not ha v e the opportunity to e v aluate the economic merit s, t r ansaction terms or other financial or ope r ational data concerning our i n v estments prior to making an investment in us.

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You will not ha ve the opportunity to e v aluate the economic merits, transaction terms or other financial or oper ational data concerning our in vestments prior to making an investment in us. You must rely on our investment professionals and the Board to implement our in vestment policies, to e v aluate our in vestment opportunities and to structure the terms of our in vestments. Because in vestors are not a ble to e v aluate our in vestments in advance of making an investment in us, an in vestment in us may entail more risk than other types of offerings. This additional risk may hinder your ability to achieve your own personal in vestment objective related to portfolio diversification, risk-adjusted in vestment returns and other objecti ves.

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Our mana g ement team and/or membe r s of the I n v estment Committee ma y, f r om time to tim e, possess material nonpu b lic information, limiting our i n v estment disc r etion.

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Our management team and/or the members of the In vestment Committee may serve as directors of, or in a similar capacity with, companies in which we in vest, the securities of which are purchased or sold on our behalf. In the event that material nonpublic information is obtained with respect to such companies, or we become subject to trading restrictions under the internal trading policies of those companies or as a result of applica ble law or regulations, we could be prohibited for a period of time from purchasing or selling the securities of such companies, and this prohibition may ha ve a material ad verse effect on us.

W e ope r ate in a highly competiti v e ma r k et for i n v estment opportunitie s, w hich could r educe r eturns and r esult in losse s.

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Our competitors include both existing and ne wly formed equity and debt focused public and pri v ate funds, other BDCs, in vestment banks, venture-oriented commercial banks, commercial financing companies and, to the extent they provide an alternative form of financing, pri v ate equity and hedge funds. Many of our competitors are substantially larger and ha ve consider a b ly greater financial, technical and mar keting resources than us. For example, some competitors may ha ve a lo wer cost of capital and access to funding sources (including deposits) that are not a vaila ble to us. In addition, some of our competitors may ha ve higher risk tolerances or different risk assessments than we ha v e. Furthermor e, many of our competitors are not subject to the regulatory restrictions that the 1940 Act imposes on us as a BDC or to the distribution and other requirements we must satisfy to maintain our ability to be subject to tax as a RIC. These characteristics could allow our competitors to consider a wider variety of in vestments, esta blish more relationships and offer better pricing and more flexible structuring than we are a ble to offer.

The competitive pressures we face may ha ve a material ad verse effect on our financial condition, results of oper ations and cash flows. We believe that some competitors may ma ke loans with r ates that are compar a ble or lo wer than our r ates. We may lose some in vestment opportunities if we do not match our competitors’ pricing, terms and structur e. Ho wever, if we match our competitors’ pricing, terms and structur e, we may experience decreased net interest income, lo wer yields and increased risk of credit loss. As a result of this competition, we may not be a ble to ta ke advantage of attractive in vestment opportunities from time to time, and we may not be a ble to identify and ma ke in vestments that are consistent with our in vestment objectiv e.

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In addition, we believe a significant part of our competitive advantage stems from the fact that the mar ket for in vestments in small, fast-gr owing, pri v ate companies is underserved by traditional commercial banks and other financing sources. A significant increase in the number and/or the size of our competitors in this target mar ket could force us to accept less attractive in vestment terms.

T he capital ma r k ets a r e cur r ently in a period of disruption and economic uncertaint y. Such ma r k et conditions ha v e materially and ad v e r s e ly affected d e bt and equity capital ma r k et s, w hich ha v e had, and may continue to ha v e, a n e g ati v e impact on our business and ope r ation s.

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The U.S. capital mar kets ha ve experienced extreme volatility and disruption following the global outbreak of COVID-19 that began in December 2019, as evidenced by the volatility in global stock mar kets as a result of, among other things, uncertainty surrounding the COVID-19 pandemic and the fluctuating price of commodities such as oil. Despite actions of the U.S. feder al go vernment and foreign go vernments, these events ha ve contributed to unpredictable gener al economic conditions that are materially and ad verse ly impacting the broader financial and credit mar kets and reducing the a vailability of debt and equity capital for the mar ket as a whole. These conditions could continue for a prolonged period of time or worsen in the futur e.

Given the ongoing and dynamic nature of the circumstances, it is dif ficult to predict the full impact of the COVID-19 pandemic on our business. The extent of such impact will depend on future de v elopments, which are highly uncertain, including when the coronavirus can be controlled and abated and whether there will be additional economic shutdowns. As the result of the COVID-19 pandemic and the related ad verse local and national economic consequences, we could be subject to any of the following risks, any of which could ha ve a material, ad verse effect on our business, financial condition, liquidity, and results of oper ations:

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• Cur r ent ma r k et conditions m a y m a k e it di f f icult to r aise equity c a pit a l becaus e, subject to some limited e x ception s, as a BD C, w e a r e gene r a l l y not a b le to issue a d dition a l sha r es of our common stock a t a price less than the N A V per sha r e without f irst obtaining a pp ro v a l f or such issuance f r om our stockholders and our independent di r ector s. In a d dition, these ma r k et conditions m a y m a k e it di f f icult to access or obtain n e w ind e btedness with similar te r ms to our e xisting ind e btednes s.

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• Signi f icant changes or v ol a tility in the c a pit a l ma r k ets m a y a lso h a v e a neg a t iv e e f fect on the v a lu a tions of our i n v estment s. W hile most of our i n v estments a r e not pu b lic l y t r aded, a pplic a b l e accounting standa r ds r equi r e us to assume as part of our v a lu a tion p r ocess th a t our i n v estments a r e sold in a princip a l ma r k et to ma r k et participants (ev en if w e plan on holding an i n v estment th r ough its m a turity).

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• Signi f icant changes in the c a pit a l ma r k et s, such as the r ecent disruption in economic act i vity caused b y the C O VID-19 pandemic, h a v e a d v ers e l y a f fected, and m a y conti n ue to a d v ers e l y a f fect, the pace of our i n v estment act i vity and economic act i vity gene r a l l y. A d dition a l l y, the r ecent disruption in economic act i vity caused b y the C O VID-19 pandemic has had, and m a y conti n ue to h a v e, a neg a t i v e e f fect on the potenti a l f or liquidity ev ents i n v olving our i n v estment s. The illiquidity of our i n v estments m a y m a k e it di f f icult f or us to s e ll such i n v estments to access c a pit a l if r equi r ed, and as a r esult, w e could r e a li z e signi f icant l y less than the v a lue a t w hich w e h a v e r eco r ded our i n v estments if w e w e r e r equi r ed to s e ll them f or liquidity purpose s. An in a bility to r aise or access c a pit a l, and a n y r equi r ed s a le of a ll or a portion of our i n v estments as a r esult, could h a v e a m a teri a l a d v erse e f fect on our b usines s, f inanci a l condition or r esults of ope r a tion s.

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T he cur r ent period of capital ma r k ets disruption and economic uncertainty may ma k e it difficult to e xtend the maturity o f, or refinance, our e xisting ind e btedness or obtain new ind e btedness and a n y failu r e to do so could ha v e a material ad v e r se effect on our busines s, financial condition or r esults of ope r ation s.

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Current mar ket conditions may ma ke it dif ficult to extend the maturity of or refinance our existing indebtedness or obtain new indebtedness with similar terms and any failure to do so could ha ve a material ad verse effect on our business. The debt capital that will be a vaila ble to us in the futur e, if at all, may be at a higher cost and on less fa vor a ble terms and conditions than what we currently experience, including being at a higher cost in rising r ate environments. If we are una ble to raise or refinance debt, then our equity in vestors may not benefit from the potential for increased returns on equity resulting from lever age and we may be limited in our ability to ma ke new

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commitments or to fund existing commitments to our portfolio companies. An inability to extend the maturity of, or refinance, our existing indebtedness or obtain new indebtedness could ha ve a material ad verse effect on our business, financial condition or results of oper ations.

Capital ma r k ets may e xperience periods of disruption and instabilit y. Such ma r k et conditions may materially and ad v e r s e ly affect d e bt and equity capital ma r k ets in the United States and ab r oad, w hich may ha v e a n e g ati v e impact on our business and ope r ation s.

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From time-to-time, capital mar kets may experience periods of disruption and instability. During such periods of mar ket disruption and instability, we and other companies in the financial services sector may ha ve limited access, if a vaila ble, to alternative mar kets for debt and equity capital. Equity capital may be dif ficult to raise because, subject to some limited e xceptions which will apply to us as a BDC, we will gener ally not be a ble to issue additional shares of our common stock at a price less than net asset v alue without first obtaining appro v al for such issuance from our stockholders and our independent directors. In addition, our ability to incur indebtedness (including by issuing preferred stock) is limited by applica ble regulations such that our asset co ver age, as defined in the 1940 Act, must equal at least 150% immediate ly after each time we incur indebtedness. The debt capital that will be a vaila ble, if at all, may be at a higher cost and on less fa vor a ble terms and conditions in the futur e. Any inability to raise capital could ha ve a negative effect on our business, financial condition and results of oper ations.

Given the extreme volatility and dislocation in the capital mar kets o ver the past sever al years, many BDCs ha ve faced, and may in the future face, a challenging environment in which to raise or access capital. In addition, significant changes in the capital mar kets, including the extreme volatility and disruption o ver the past sever al years, has had, and may in the future ha v e, a negative effect on the v aluations of our in vestments and on the potential for liquidity events in volving these in vestments. While most of our in vestments are not publicly traded, applica ble accounting standards require us to assume as part of our v aluation process that our in vestments are sold in a principal mar ket to mar ket participants (even if we plan on holding an in vestment through its maturity). As a result, volatility in the capital mar kets can ad verse ly affect our in vestment v aluations. Further, the illiquidity of our in vestments may ma ke it dif ficult for us to sell such in vestments if required and to v alue such in vestments. Consequentl y, we may realize significantly less than the v alue at which we carry our in vestments. An inability to raise capital, and any required sale of our in vestments for liquidity purposes, could ha ve a material ad verse impact on our business, financial condition or results of oper ations. In addition, a prolonged period of mar ket illiquidity may cause us to reduce the volume of loans and debt securities we originate and/or fund and ad verse ly affect the v alue of our portfolio in vestments, which could ha ve a material and ad verse effect on our business, financial condition, results of oper ations and cash flows.

W e may need to r aise additional capital to g ro w because w e must distribute most of our incom e.

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We may need additional capital to fund new in vestments and gr ow our portfolio of in vestments through public and/or pri v ate offerings of both debt and equity. Unfa vor a ble economic conditions could increase our funding costs or result in a decision by lenders not to amend outstanding credit facilities or extend credit to us. A reduction in the a vailability of new capital could limit our ability to gr o w. In addition, we are required to distribute each taxa ble year an amount at least equal to 90% of our “in vestment company taxa ble income” (i.e., our net ordinary income and net short-term capital gains in e xcess of net long-term capital losses, if any) to our stockholders to continue to be taxed as a RIC. As a result, these earnings are not a vaila ble to fund new in vestments.

W e could r aise capital th r ough other chann e l s.

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The Board may determine to raise additional capital through other channels, including through pri v ate or public offerings. Capital raised through other channels could subject us to additional regulatory requirements. These additional provisions could affect our stockholders and limit our ability to ta ke certain actions. In addition, if capital is raised through other channels, we would ha ve to use financial and other resources to file any required registr ation statements and to comply with any additional regulatory requirements.

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R e gulations g ov erning our ope r ation as a BDC affect our ability to and the w ay in w hich w e r aise additional capital.

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We issued the 2025 Notes and the Con vertible Notes, and assumed the Credit Facility through our wholly owned subsidiary, Trinity Funding 1, LL C, and may issue other debt securities or preferred stock and/or borr ow money from other banks or other financial institutions, which we refer to collective ly as “senior securities,” up to the maximum amount permitted by the 1940 Act. Under the provisions of the 1940 Act, we are permitted as a BDC to issue senior securities in amounts such that our asset co ver age r atio, as defined in the 1940 Act, equals at least 150% (if certain requirements are met) of total assets less all liabilities and indebtedness not represented by senior securities immediate ly after each issuance of senior securities. We ha ve satisfied the requirements to increase our asset co ver age r atio to 150%, including stockholder and Board appro v al. Under a 150% asset co ver age r atio, we could potentially borr ow $2 for in vestment purposes of every $1 of in vestor equity.

If the v alue of our assets declines, we may be una ble to satisfy this test. If that happens, we may be required to sell a portion of our in vestments and, depending on the nature of our lever age, repay a portion of our indebtedness at a time when such sales may be disadvantageous. This could ha ve a material ad verse effect on our oper ations, and we may not be a ble to ma ke distributions in an amount suf ficient to be subject to taxation as a RIC, or at all. See “— Risks R elated to our Business and Structure” We may borr ow money, which may magnify the potential for gain or loss and may increase the risk of in vesting in us.” In addition, issuance of securities could dilute the percentage ownership of our current stockholders in us.

No person or entity from which we borr ow money will ha ve a veto po wer or a vote in approving or changing any of our fundamental policies. If we issue preferred stock, the preferred stock would rank “senior” to common stock in our capital structur e, preferred stockholders would ha ve separ ate voting rights on certain matters and might ha ve other rights, preferences or privileges more fa vor a ble than those of our common stockholders, and the issuance of preferred stock could ha ve the effect of delaying, deferring or preventing a transaction or a change of control that might in volve a premium price for holders of our common stock or otherwise be in your best interest. Holders of our common stock will directly or indirectly bear all of the costs associated with offering and servicing any preferred stock that we issue. In addition, any interests of preferred stockholders may not necessarily align with the interests of holders of our common stock and the rights of holders of shares of preferred stock to receive distributions would be senior to those of holders of shares of our common stock.

In addition, while any senior securities remain outstanding, we will be required to make provisions to prohibit any dividend distribution to our stockholders or the repurchase of such securities or shares unless we meet the applicable asset coverage ratios at the time of the dividend distribution or repurchase. We will also be permitted to borrow amounts up to 5% of the value of our total assets for temporary or emergency purposes, which borrowings would not be considered senior securities.

W e may bor ro w mon e y, w hich may magnify the potential for g ain or loss and may inc r ease the risk of i n v esting in u s.

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As part of our b usiness st r a teg y, w e issued the 2025 Notes and the Co n v erti b le Note s, and assumed the Credit Facility through our wholly owned subsidiary, Trinity Funding 1, LL C, and we may borr ow from and issue senior debt securities to banks, insurance companies and other lenders or in vestors. Holders of these senior securities or other credit facilities will ha ve claims on our assets that are superior to the claims of our stockholders. Lever age magnifies the potential for loss on in vestments in our indebtedness and on in vested equity capital. As we use lever age to partially finance our in vestments, you will experience increased risks of in vesting in our securities. If the v alue of our assets increases, then lever aging would cause the net asset v alue attributa ble to our common stock to increase more sharply than it would ha ve had we not lever aged. Con verse l y, if the v alue of our assets decreases, lever aging would cause net asset v alue to decline more sharply than it otherwise would ha ve had we not lever aged our business. Similar l y, any increase in our income in e xcess of interest pa y a ble on the borr o wed funds would cause our net in vestment income to increase more than it would without the lever age, while any decrease in our income would cause net in vestment income to decline more sharply than it would ha ve had we not borr o wed. Such a decline could negative ly affect our ability to pay common stock distributions, scheduled debt payments or other payments related to our securities. Our ability to service any borr owings that we incur will depend large ly on our financial performance and will be subject to pre vailing economic conditions and competitive pressures. Lever age is gener ally considered a speculative in vestment technique.

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The following ta ble illustr ates the effect of lever age on returns from an in vestment in our common stock assuming various annual returns on our portfolio, net of expenses. Lever age gener ally magnifies the return of stockholders when the portfolio return is positive and magnifies their losses when the portfolio return is negativ e. The calculations in the ta ble below are hypothetical, and actual returns may be higher or lo wer than those appearing in the ta ble belo w.

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | Assumed Return on Our Portfolio
​ | (Net of Expenses)
​ | -10% | ​ | -5% | ​ | 0% | ​ | 5% | ​ | 10%
Corresponding return to common stockholder (1) | (30.5)% | ​ | (18.8)% | ​ | (7.0)% | ​ | 4.7% | ​ | 16.4%

(1) | Assumes (i) $559.7 million in total assets, (ii) $310.0 million in outstanding principal indebtedness, (iii) $238.7 million in net assets as of December 31, 2020 and (iv) weighted a ver age interest r ate, e xcluding fees (such as fees on undr awn amounts and amortization of financing costs), of 5.4% as of December 31, 2020.

See “Man a gement’s Discussion and An a l ysis of Financi a l Condition and R esults of Ope r a tions — Financi a l Condition, Liquidity and C a pit a l R esou r ces” f or mo r e in f o r m a tion r ega r ding our bor r o wing s.

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If w e fail to maintain an effecti v e system of internal cont r ol ov er financial r eportin g, w e may not be a b le to accu r at e ly r eport our financial r esults or p r e v ent f r aud. As a r esult, stockholde r s could lose confidence in our f inancial and other pu b lic r eportin g, w hich could harm our business and the ma r k et price of our common stock.

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We are not required to comply with certain requirements of the Sarbanes-Oxley Act, including the internal control e v aluation and certification requirements of Section 404 of that statute (“Section 404”), and will not be required to comply with all of those requirements until we ha ve been subject to the reporting requirements of the Exchange Act for a specified period of time or, in the case of the auditor\ attestation requirements of Section 404 of the Sarbanes-Oxley Act, the date we are no longer an emerging gr owth company under the JOBS Act. Accordingl y, our internal controls o ver financial reporting do not currently meet all of the standards contemplated by Section 404 that we will eventually be required to meet. We are in the process of addressing our internal controls o ver financial reporting and are esta blishing formal procedures, policies, processes and practices related to financial reporting and to the identification of key financial reporting risks, assessment of their potential impact and linkage of those risks to specific areas and activities within the Compan y.

Additionall y, we ha ve begun the process of documenting our internal control procedures to satisfy the requirements of Section 404, which requires annual management assessments of the effectiveness of our internal controls o ver financial reporting. Our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control o ver financial reporting until the later of the year following our first annual report required to be filed with the SEC pursuant to the Exchange Act, or the date we are no longer an emerging gr owth company under the JOBS Act. Because we do not currently ha ve comprehensive documentation of our internal controls and ha ve not yet tested our internal controls in accordance with Section 404, we cannot conclude in accordance with Section 404 that we do not ha ve a material weakness in our internal control o ver financial reporting or a combination of significant deficiencies that could result in the conclusion that we ha ve a material weakness in our internal control o ver financial reporting. As a public entity, we will be required to complete our initial management assessment of our internal control o ver financial reporting in a time ly manner. If we are not a ble to implement the r equi r ements of Section 404 in a tim e ly manner or with adequ a te complianc e, our ope r a tion s, f inanci al reporting, or financial results could be ad verse ly affected. Matters impacting our internal controls may cause us to be una ble to report our financial information on a time ly basis and there by subject us to ad verse regulatory consequences, including sanctions by the SEC or violations of applica ble stock e xchange listing rules, and result in a breach of the co venants under the agreements go verning any of our financing arrangements. There could also be a negative reaction in the financial mar kets due to a loss of in vestor confidence in us and the reliability of our financial statements. Confidence in the reliability of our financial statements could also suffer if we or our independent registered public accounting firm were to report a material weakness in our internal control o ver financial reporting. This could materially ad verse ly affect us and lead to a decline in the mar ket price of our common stock.

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P r o visions in our c r edit facilities may limit our ope r ation s.

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At our discretion, we may utilize the lever age a vaila ble under the Credit Facility for in vestment and oper ating purposes. Additionall y, we may in the future enter into additional credit facilities. To the extent we borr ow money to ma ke in vestments, the applica ble credit facility may be backed by all or a portion of our loans and securities on which the lender will ha ve a security interest. We may pledge up to 100% of our assets and may grant a security interest in all of our assets under the terms of any debt instrument we enter into with a lender. We expect that any security interests we grant will be set forth in a pledge and security agreement and evidenced by the filing of financing statements by the agent for the lenders. In addition, we expect that the custodian for our securities serving as collater al for such loan would include in its electronic systems notices indicating the existence of such security interests and, following notice of occurrence of an event of default, if an y, and during its continuance, will only accept transfer instructions with respect to any such securities from the lenders or their designee. If we were to default under the terms of any debt instrument, the agent for the applica ble lenders would be a ble to assume control of the timing of disposition of any or all of our assets securing such debt, which would ha ve a material ad verse effect on our business, financial condition, results of oper ations and cash flows.

In addition, any security interests and/or negative co venants required by any credit facility may limit our ability to create liens on assets to secure additional debt and may ma ke it dif ficult for us to restructure or refinance indebtedness at or prior to maturity or obtain additional debt or equity financing. In addition, if our borr owing base under any credit facility were to decrease, we may be required to secure additional assets in an amount suf ficient to cure any borr owing base deficiency. In the event that all of our assets are secured at the time of such a borr owing base deficiency, we could be required to repay advances under the credit facility or ma ke deposits to a collection account, either of which could ha ve a material ad verse impact on our ability to fund future in vestments and to ma ke distributions.

In addition, we may be subject to limitations as to how borr o wed funds may be used, which may include restrictions on geogr aphic and industry concentr ations, loan siz e, payment frequency and status, a ver age life, collater al interests and in vestment r atings, as well as regulatory restrictions on lever age which may affect the amount of funding that may be obtained. There may also be certain requirements relating to portfolio performance, including required minimum portfolio yield and limitations on delinquencies and charge-offs, a violation of which could limit further advances and, in some cases, result in an event of default. An event of default under a credit facility could result in an acceler ated maturity date for all amounts outstanding thereunder, which could ha ve a material ad verse effect on our business and financial condition. This could reduce our liquidity and cash flow and impair our ability to gr ow our business.

A n y defaults under a c r edit facility could ad v e r s e ly affect our busines s.

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In the event we default under any credit facility or other borr owings, our business could be ad verse ly affected as we may be forced to sell a portion of our in vestments quickly and premature ly at what may be disadvantageous prices to us in order to meet our outstanding payment obligations and/or support working capital requirements under the credit facility, any of which would ha ve a material ad verse effect on our business, financial condition, results of oper ations and cash flows. In addition, following any such default, the agent for the lenders under such credit facility could assume control of the disposition of any or all of our assets, including the selection of such assets to be disposed and the timing of such disposition, which would ha ve a material ad verse effect on our business, financial condition, results of oper ations and cash flows.

W e a r e exposed to risks associated with chan g es in inte r est r ate s.

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Because we may borr ow money to ma ke in vestments, our net in vestment income will depend, in part, upon the difference between the r ate at which we borr ow funds and the r ate at which we in vest those funds. As a result, we can offer no assurance that a significant change in mar ket interest r ates will not ha ve a material ad verse effect on our net in vestment income. A reduction in the interest r ates on new in vestments r elati ve to interest r ates on current in vestments could ha ve an ad verse impact on our net in vestment income. Ho w e ver, an increase in interest r ates could decrease the v alue of any in vestments we hold which earn fixed interest r ates and also could increase our interest expense, there by decreasing our net income. Also, an increase in interest r ates a vaila ble to in vestors could ma ke an

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in vestment in our common stock less attractive if we are not a ble to increase our distribution r ate, which could reduce the v alue of our common stock. Further, rising interest r ates could also ad verse ly affect our performance if such increases cause our borr owing costs to rise at a r ate in e xcess of the r ate that our in vestments yield.

In periods of rising interest r ates, to the extent we borr ow money subject to a floating interest r ate, our cost of funds would increase, which could reduce our net in vestment income. Further, rising interest r ates could also ad verse ly affect our performance if we hold in vestments with floating interest r ates, subject to specified minimum interest r ates (such as a LIBOR floor), while at the same time engaging in borr owings subject to floating interest r ates not subject to such minimums. In such a scenario, rising interest r ates may increase our interest expense, even though our interest income from in vestments is not increasing in a corresponding manner as a result of such minimum interest r ates.

If gener al interest r ates rise, there is a risk that the portfolio companies in which we hold floating r ate securities will be una ble to pay escalating interest amounts, which could result in a default under their loan documents with us. Rising interest r ates could also cause portfolio companies to shift cash from other productive uses to the payment of interest, which may ha ve a material ad verse effect on their business and oper ations and could, o ver time, lead to increased defaults. In addition, rising interest r ates may increase pressure on us to provide fixed r ate loans to our portfolio companies, which could ad verse ly affect our net in vestment income, as increases in our cost of borr o wed funds would not be accompanied by increased interest income from such fixed-r ate in vestments.

On July 27, 2017, the United Kingdom’s Financial Conduct Authority (the “FCA”), which regulates LIBOR, announced that it intends to phase out LIBOR by the end of 2021. It is unclear if at that time whether LIBOR will cease to exist or if new methods of calculating LIBOR will be esta blished such that it continues to exist after 2021. The U.S. Feder al Reserv e, in conjunction with the Alternative Reference R ates Committee, a steering committee comprised of large U.S. financial institutions, is considering replacing U.S. dollar LIBOR with a new index calculated by short term repurchase agreements, backed by T reasury securities called the Secured Overnight Financing R ate (“SOFR”). The first publication of SOFR was r eleased in April 2018. Whether or not SOFR attains mar ket traction as a LIBOR replacement remains a question and the future of LIBOR at this time is uncertain. In addition, on March 25, 2020, the FCA stated that although the centr al assumption that firms cannot re ly on LIBOR being published after the end of 2021 has not changed, the outbreak of COVID-19 has dela yed the timing of many firms’ transition planning, and the FCA will continue to assess the impact of the COVID-19 outbreak on transition timelines and update the mar ketplace as soon as possible. Furthermor e, on No vember 30, 2020, Intercontinental Exchange, Inc. (“ICE”) announced that the ICE Benchmark Administr ation Limited, a wholly owned subsidiary of ICE and the administr ator of LIBOR, will consult in ear ly December 2020 to consider extending the LIBOR transition deadline to the end of June 2023. The consultation was published on December 4, 2020 and was open for feedback until late January 2021. Despite this potential extension of the US LIBOR transition deadline, US regulators continue to urge financial institutions to stop entering into new LIBOR transactions by the end of 2021. Although SOFR appears to be the preferred replacement r ate for U.S. dollar LIBOR, at this time, it is not possible to predict the effect of any such changes, any esta blishment of alternati ve reference r ates or any other reforms to LIBOR that may be enacted. The elimination of LIBOR or any other changes or reforms to the determination or supervision of LIBOR could ha ve an ad verse impact on the mar ket for or v alue of any LIBOR-linked securities, loans, and other financial obligations or extensions of credit held by or due to us or on our o ver all financial condition or results of oper ations. In addition, if LIBOR ceases to exist, we may need to renegotiate credit agreements extending beyond 2021 with our portfolio companies that utilize LIBOR as a factor in determining the interest r ate, in order to replace LIBOR with the new standard that is esta blished, which may ha ve an ad verse effect on our o ver all financial condition or results of oper ations. Following the replacement of LIBOR, some or all of these credit agreements may bear interest a lo wer interest r ate, which could ha ve an ad verse impact on our results of oper ations. Furthermor e, under the Credit Facility with Credit Suisse, borr owings gener ally will bear interest at a r ate of the three-month LIBOR plus 3.25%. If LIBOR ceases to exist, we will need to renegotiate certain terms of the Credit Facility. If we are una ble to do so, amounts dr awn under the Credit Facility may bear interest at a higher r ate, which would increase the cost of our borr owings and, in turn, affect our results of oper ations.

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F alling inte r est r ates may n e g ati ve ly impact our i n v estment incom e.

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As a result of the decision by the Feder al Reserve Board to decrease the target range for the feder al funds r ate in response to the COVID-19 pandemic, interest r ates ha ve decreased. Some of our credit agreements with our portfolio companies utilize the prime r ate as a factor in determining interest r ate. Ho wever, under the Credit Facility, borr owing gener ally will bear interest at a r ate of the three-month LIBOR plus 3.25%. Accordingl y, a reduction in interest r ates will result in a decrease in our total in vestment income unless limited by interest r ate floors. Further, our net in vestment income could decrease if there is not a corresponding decrease in the interest that we pay on our borr owings.

If w e do not i n v est a sufficient portion of our assets in qualifying asset s, w e could fail to qualify as a BD C, w hich w ould ha v e a material ad v e r se effect on our busines s, financial condition and r esults of ope r ation s.

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As a BDC, we may not acquire any assets other than “qualifying assets” unless, at the time of and after giving effect to such acquisition, at least 70% of our total assets are qualifying assets. We believe that most of the in vestments that we may acquire in the future will constitute qualifying assets. Ho wever, we may be precluded from in vesting in what we believe are attractive in vestments if such in vestments are not qualifying assets for purposes of the 1940 Act. If we do not in vest a suf ficient portion of our assets in qualifying assets, we could violate the 1940 Act provisions applica ble to BDCs. As a result of such violation, specific rules under the 1940 Act could prevent us, for example, from making follow-on in vestments in existing portfolio companies which could result in the dilution of our position or could require us to dispose of in vestments at inappropriate times in order to come into compliance with the 1940 Act. If we need to dispose of in vestments quickl y, it could be dif ficult to dispose of such in vestments on fa vor a ble terms. We may not be a ble to find a buyer for such in vestments and, even if we do find a buyer, we may ha ve to sell the in vestments at a substantial loss. Any such outcomes would ha ve a material ad verse effect on our business, financial condition, results of oper ations, and cash flows.

Most or a substantial portion of our portfolio i n v estments will be r eco r ded at fair v alue as determined in good faith b y the Boa r d and, as a r esult, the r e may be uncertainty as to the v alue of our portfolio i n v estment s.

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Under the 1940 Act, we are required to carry our portfolio in vestments at mar ket v alue or if there is no readily a vaila ble mar ket v alue, at fair v alue as determined by the Board. Most or a substantial portion of our portfolio in vestments may ta ke the form of securities that are not publicly traded. The fair v alue of securities and other in vestments that are not publicly traded may not be readily determina ble, and we v alue these securities at fair v alue as determined in good faith by the Board, including to reflect significant e vents affecting the v alue of our securities. As part of the v aluation process, we may ta ke into account the following types of factors, if rele vant, in determining the fair v alue of our in vestments:

• a comparison of the port f olio compa n y’s securities to pu b lic l y t r aded securities;

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• the enterprise v a lue of a port f olio compa n y;

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• the n a tu r e and r e a liz a b le v a lue of a n y coll a te r a l;

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• the port f olio compa n y’s a bility to m a k e p a yments and its earnings and discounted cash f l o w;

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• the ma r k ets in w hich the port f olio compa n y does b usiness; and

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• changes in the inte r est r a te e n vi r onment and the c r edit ma r k ets gene r a l l y th a t m a y a f fect the price a t w hich similar i n v estments m a y be made in the futu r e and other re l e v ant factor s.

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We expect that most of our in vestments (other than cash and cash equi v alents) will be classified as Le v el 3 in the fair v alue hierarchy and require disclosures about the level of disaggregation along with the inputs and v aluation techniques we use to measure fair v alue. This means that our portfolio v aluations are based on unobserv a ble inputs and our own assumptions about how mar ket participants would price the asset or liability in question. Inputs into the determination of fair v alue of our portfolio i n vestments require significant management judgment or estimation. Even if observ a ble mar ket data is a vaila ble, such information may be the result of consensus pricing information or broker quotes, which include a disclaimer that the broker would not be held to such a price in an actual transaction. The

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non-binding nature of consensus pricing and/or quotes accompanied by disclaimers materially reduces the reliability of such information. We employ the services of one or more independent service providers to review the v aluation of these securities. The types of factors that the Board may ta ke into account in determining the fair v alue of our in vestments gener ally include, as appropriate, comparison to publicly traded securities including such factors as yield, maturity and measures of credit quality, the enterprise v alue of a portfolio compan y, the nature and realiza ble v alue of any collater al, the portfolio company’s ability to ma ke payments and its earnings and discounted cash flo w, the mar kets in which the portfolio company does business and other rele vant factors. Because such v aluations, and particular ly v aluations of pri v ate securities and pri v ate companies, are inherently uncertain, may fluctuate o ver short periods of time and may be based on estimates, our determinations of fair v alue may differ materially from the v alues that would ha ve been used if a ready mar ket for these securities existed. Due to this uncertainty in the v alue of our portfolio in vestments, a fair v alue determination may cause net asset v alue on a given date to materially understate or o verstate the v alue that we may ultimate ly realize upon one or more of our in vestments. As a result, in vestors purchasing shares of our common stock based on an o verstated net asset v alue would pay a higher price than the v alue of the in vestments might warrant. Con verse l y, investors selling shares during a period in which the net asset v alue understates the v alue of in vestments will receive a lo wer price for their shares than the v alue the in vestment portfolio might warrant.

We will adjust quarter ly the v aluation of our portfolio to reflect the determination of the Board of the fair v alue of each in vestment in our portfolio. Any changes in fair v alue are recorded in our statements of oper ations as net change in unrealized gain (loss) on in vestments.

T he Boa r d may chan g e our i n v estment objecti v e, ope r ating policies and st r at e gies without prior notice or stockholder app r ov al, the effects of w hich may be ad v e r s e.

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The Board has the authority, e xcept as otherwise prohibited by the 1940 Act, to modify or wai ve certain of our oper ating policies and str ategies without prior notice and without stockholder appr o v al. Ho wever, absent stockholder appro v al, we may not change the nature of our business so as to cease to be, or withdr aw our election as, a BDC. Under Maryland la w, we also cannot be dissolved without prior stockholder appro v al e xcept by judicial action. We cannot predict the effect any changes to our current oper ating policies and str ategies would ha ve on our business, oper ating results and the price v alue of our common stock. Nevertheless, any such changes could ad verse ly affect our business and impair our ability to ma ke distributions.

Internal and e xternal cyber th r eat s, as w e ll as other disaste r s, could impair our ability to conduct business effecti v e l y.

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The occurrence of a disaster, such as a cyber-attack against us or against a third party that has access to our data or networks, a natur al catastrophe, an industrial accident, failure of our disaster reco very systems, or consequential emplo yee error, could ha ve an ad verse effect on our ability to communicate or conduct business, negative ly impacting our oper ations and financial condition. This ad verse effect can become particular ly acute if those events affect our electronic data processing, transmission, stor age, and retrie v al systems, or impact the a vailability, integrity, or confidentiality of our data.

We depend heavily upon computer systems to perform necessary business functions. Despite our implementation of a variety of security measures, our computer systems, networks, and data, like those of other companies, could be subject to cyber-attacks and unauthorized access, use, alter ation, or destruction, such as from physical and electronic break-ins or unauthorized tampering. If one or more of these e vents occurs, it could potentially jeopardize the confidential, proprietary, and other information processed, stored in, and transmitted through our computer systems and networks. Such an attack could cause interruptions or malfunctions in our oper ations, which could result in financial losses, litigation, regulatory penalties, client dissatisfaction or loss, reputational damage, and increased costs associated with mitigation of damages and remediation.

Third parties with which we do business may also be sources of cybersecurity or other technological risk. We outsource certain functions, and these relationships allow for the stor age and processing of our information, as well as client, counterparty, emplo yee, and borr o wer information. While we engage in actions to reduce our exposure resulting from outsourcing, ongoing threats may result in unauthorized access, loss, exposur e, destruction, or other

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cybersecurity incidents that ad verse ly affects our data, resulting in increased costs and other consequences as described abo v e.

We and our third-party providers are currently impacted by quarantines and similar measures being enacted by go vernments in response to the COVID-19 pandemic that are obstructing the regular functioning of business workforces (including requiring emplo yees to work from external locations and their homes). In response to the COVID-19 pandemic, we instituted a work from home policy until it was deemed safe to return to the of fice. We ha ve since reopened our principal of fice but permit emplo yees to work from home on a voluntary basis. An extended period of remote working, whether by us or our third-party pr oviders, could strain technology resources and introduce oper ational risks, including heightened cybersecurity risk. Remote working environments may be less secure and more susceptible to hacking attacks, including phishing and social engineering attempts that seek to exploit the COVID-19 pandemic. Accordingl y, the risks described abo ve are heightened under current conditions.

We may incur lender liability as a result of our lending activities.

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In recent years, a number of judicial decisions ha ve upheld the right of borr o wers and others to sue lending institutions on the basis of various e volving legal theories, collective ly termed “lender liability.” Gener all y, lender liability is founded on the premise that a lender has either violated a duty, whether implied or contractual, of good faith and fair dealing o wed to the borr o wer or has assumed a degree of control o ver the borr o wer resulting in the creation of a fiduciary duty o wed to the borr o wer or its other creditors or stockholders. We may be subject to allegations of lender liability, which could be time-consuming and expensive to defend and result in significant liability.

We may incur liability as a result of providing managerial assistance to our portfolio companies.

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In the course of providing significant managerial assistance to certain portfolio companies, certain of our management and directors may serve as directors on the boards of such companies. To the extent that litigation arises out of in vestments in these companies, our management and directors may be named as defendants in such litig a tion, w hich could r esult in an e xpenditu re of our fund s, th r ough our indemni f ic a tion of such of ficers and directors, and the diversion of management time and resources.

Our management team and investment professionals may not be able to achieve the same or similar returns as those achieved by the Legacy Funds or by such persons while they were employed at prior positions.

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The track record and achievements of our management team and in vestment professionals are not necessarily indicative of future results that will be achieved by us. As a result, we may not be a ble to achie ve the same or similar returns as those achieved by our management team and in vestment professionals at their prior positions, including at the Legacy Funds.

Risks R elated to Our I n v estments

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Our investment strategy focuses on growth stage companies, which are subject to many risks, including dependence on the need to raise additional capital, volatility, intense competition, shortened product life cycles, changes in regulatory and governmental programs, periodic downturns, below investment grade ratings, which could cause you to lose all or part of your investment in us.

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We in vest primarily in gr owth stage companies, many of which may ha ve narr ow product lines and small mar ket shares, which tend to render them more vulner a ble to competitors’ actions and mar ket conditions, as well as to gener al economic downturns, compared to more mature companies. The r e venues, income (or losses), and projected financial performance and v aluations of gr owth stage companies can and often do fluctuate suddenly and dramaticall y. For these reasons, in vestments in our portfolio companies, if r ated by one or more r atings agency, would typically be r ated below “in vestment grade,” which refers to securities r ated by r atings agencies below the four highest r ating categories. Our target gr owth stage companies are geogr aphically concentr ated and are therefore highly susceptible to materially negative local, political, natur al and economic events. In addition, high gr owth industries are gener ally characterized by abrupt business cycles and intense competition. Overcapacity in high gr owth

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industries, together with cyclical economic downturns, may result in substantial decreases in the v alue of many gr owth stage companies and/or their ability to meet their current and projected financial performance to service our debt. Furthermor e, gr owth stage companies also typically re ly on venture capital and pri v ate equity in vestors, or initial public offerings, or sales for additional capital.

Venture capital firms in turn re ly on their limited partners to pay in capital o ver time in order to fund their ongoing and future in vestment activities. To the extent that venture capital firms’ limited partners are una ble or choose not to fulfill their ongoing funding obligations, the venture capital firms may be una ble to continue oper ationally and/or financially supporting the ongoing oper ations of our portfolio companies which could materially and ad verse ly impact our financing arrangement with the portfolio compan y.

These companies, their industries, their products and customer demand and the outlook and competiti ve landscape for their industries are all subject to change, which could ad verse ly impact their ability to e xecute their business plans and gener ate cash flow or raise additional capital that would serve as the basis for repayment of our loans. Therefor e, our gr owth stage companies may face consider a b ly more risk of loss than do companies at other stages of de v elopment.

The equipment financing industry is highly competitive and competitive forces could adversely affect the financing rates and resale prices that we may realize on our equipment financing in vestment portfolio and the prices that we have to pay to acquire our in vestments.

As part of our in vestment str ategy, we engage in equipment financing, through which we finance equipment to gr owth stage companies. Equipment manufacturers, corpor ations, partnerships and others offer users an alternative to the purchase of most types of equipment with payment terms that vary wide ly depending on the type of financing, the lease or loan term and the type of equipment. In seeking equipment financing transactions, we will compete with financial institutions, manufacturers and public and pri v ate leasing companies, many of which may ha ve greater financial resources than us.

Some types of equipment are under special government regulation which may make the equipment more costly to acquire, own, maintain under equipment financings and sell.

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The use, maintenance and ownership of certain types of equipment are regulated by feder al, state and/or local authorities. Regulations may impose restrictions and financial burdens on our ownership and oper ation of equipment. Changes in go vernment regulations, industry standards or deregulation may also affect the ownership, oper ation and resale v alue of equipment. For example, certain types of equipment are subject to extensive safety and oper ating regulations imposed by go vernment and/or industry self- regulatory organizations which may ma ke these types of equipment more costly to acquir e, own, maintain under equipment financings and sell. These agencies or organizations may require changes or impr o vements to equipment, and we may ha ve to spend our own capital to compl y. These changes may also require the equipment to be remo ved from service for a period of time. The terms of equipment financings may pr ovide for payment reductions if the equipment must remain out of service for an extended period or is remo ved from service. We may then ha ve reduced oper ating revenues from equipment financings for these items of equipment. If we did not ha ve the capital to ma ke a required change, we might be required to sell the affected equipment or to sell other items of its equipment in order to obtain the necessary cash; in either event, we could suffer a loss on our in vestment and might lose future revenues, and we might also ha ve ad verse tax consequences.

We are subject to risks inherent in the equipment financing business that may adversely affect our ability to finance our portfolio on terms that will permit us to generate profitable rates of return for investors.

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A number of economic conditions and mar ket factors, many of which we cannot control, could threaten our ability to oper ate profita b l y. These include changes in economic conditions, including fluctuations in demand for equipment, interest r ates and inflation r ates; the timing of purchases and the ability to forecast technological advances for equipment; technological and economic obsolescence; and increases in our expenses.

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Demand for equipment fluctuates, and periods of weak demand could ad verse ly affect equipment financing r ates and resale prices that we may realize on our in vestment portfolio while periods of high demand could ad verse ly affect the prices that we ha ve to pay to acquire our in vestments. Such fluctuations in demand could therefore ad verse ly affect the ability of a leasing pr ogram to in vest its capital in a time ly and profita ble manner. Equipment lessors ha ve experienced a more dif ficult mar ket in which to ma ke suita ble in vestments during historical periods of reduced gr owth and recession in the U.S. economy as a result of the softening demand for capital equipment during these periods. An economic recession resulting in lo wer levels of capital expenditure by businesses may result in more used equipment becoming a vaila ble on the mar ket and downward pressure on prices and equipment financing r ates due to e xcess in ventory. Periods of low interest r ates exert downward pressure on equipment financing r ates and may result in less demand for equipment financings. Furthermor e, a decline in corpor ate expansion or demand for capital goods could delay in vestment of our capital, and its production of financing revenues. There can be no assurance as to what future developments may occur in the economy in gener al or in the demand for equipment and other asset-based financing in particular.

Global economic, political and market conditions, including uncertainty about the financial stability of the United States, could have a significant adverse effect on our business, financial condition and results of operations.

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Downgrades by r ating agencies to the U.S. go vernment’s credit r ating or concerns about its credit and deficit levels in gener al could cause interest r ates and borr owing costs to rise, which may negative ly impact both the perception of credit risk associated with our debt portfolio and our ability to access the debt mar kets on fa vor a ble terms. In addition, a decreased U.S. go vernment credit r ating could create broader financial turmoil and uncertainty, which may weigh heavily on our financial performance and the v alue of our common stock.

Deterior ation in the economic conditions in the Eurozone and globall y, including instability in financial mar kets, may pose a risk to our business. In recent years, financial mar kets ha ve been affected at times by a number of global macroeconomic and political events, including the following: large so vereign debts and fiscal deficits of sever al countries in Europe and in emerging mar kets jurisdictions, levels of non-performing loans on the balance sheets of European banks, the potential effect of any European country leaving the Eurozone, the potential effect of the United Kingdom leaving the European Union, and mar ket volatility and loss of in vestor confidence driven by political events. Mar ket and economic disruptions ha ve affected, and may in the future affect, consumer confidence levels and spending, personal bankruptcy r ates, levels of incurrence and default on consumer debt and home prices, among other factors. We cannot assure you that mar ket disruptions in Europe, including the increased cost of funding for certain go vernments and financial institutions, will not impact the global econom y, and we cannot assure you that assistance packages will be a vaila ble, or if a vaila ble, be suf ficient to stabilize countries and mar kets in Europe or else where affected by a financial crisis. To the extent uncertainty regarding any economic reco very in Europe negative ly impacts consumer confidence and consumer credit factors, our and our portfolio companies’ business, financial condition and results of oper ations could be significantly and ad verse ly affected.

The Chinese capital mar kets ha ve also experienced periods of instability o ver the past sever al years. The current political climate has also intensified concerns about a potential trade war between the U.S. and China in connection with each country’s recent or proposed tariffs on the other country’s products. These mar ket and economic disruptions and the potential trade war with China ha ve affected, and may in the future affect, the U.S. capital mar kets, which could ad verse ly affect our and our portfolio companies’ business, financial condition or results of oper ations.

The current global financial market situation, as well as various social and political circumstances in the U.S. and around the world (including wars and other forms of conflict, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide. For example, the recent outbreak of COVID-19 in many countries continues to adversely impact global commercial activity, and has contributed to significant volatility in financial markets. The outbreak of COVID-19 may have a material adverse impact on the ability of our portfolio companies to fulfill their end customers’ orders due to supply chain delays, limited access to key commodities or technologies or other events that impact their manufacturers or their suppliers. Such events ha ve

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affected, and may in the future affect, the global and U.S. capital mar kets, and our business, financial condition or results of oper ations.

Additionall y, the U.S. go vernment’s credit and deficit concerns, the European so vereign debt crisis, and the potential trade war with China could cause interest r ates to be volatile, which may negative ly impact our and our portfolio companies’ ability to access the debt mar kets on fa vor a ble terms.

The COVID-19 pandemic has caused severe disruptions in the global economy and has disrupted financial activity in the areas in which we or our portfolio companies operate.

The COVID-19 pandemic has resulted in widespread outbreaks of illness and numerous deaths, ad verse ly impacted global and U.S. commercial activity and contributed to significant volatility in certain equity and debt mar kets. The global impact of the outbreak is r apidly e volving, and many countries and localities, including the U.S. and states in which our portfolio companies oper ate, ha ve reacted by instituting quarantines, prohibitions on tr a vel and the closure of of fices, businesses, schools, retail stores and other public venues. Businesses are also implementing similar precautionary measures. Such measures, as well as the gener al uncertainty surrounding the dangers and impact of the COVID-19 pandemic, ha ve created significant disruption in supply chains and economic activity and are having a particular ly ad verse impact on transportation, hospitality, tourism, entertainment and other industries, including industries in which certain of our portfolio companies oper ate. The impact of the COVID-19 pandemic has led to significant volatility and declines in the global public equity mar kets and it is uncertain how long this volatility will continue. As the COVID-19 pandemic continues to spread, the potential impacts, including a global, regional or other economic recession, are increasingly uncertain and dif ficult to assess. Although the Federal Food and Drug Administration authorized certain vaccines for emergency use starting in December 2020, it remains unclear how quickly the vaccines will be distributed nationwide and globally or when “herd immunity” will be achieved and the restrictions that were imposed to slow the spread of the virus will be lifted entirely. The delay in distributing the vaccines could cause people to self-isolate and not participate in the economy at pre-pandemic levels for a prolonged period of time.

Even after the COVID-19 pandemic subsides, the U.S. economy and most other major global economies may continue to experience a recession, and we anticipate our business and oper ations could be materially ad verse ly affected by a prolonged recession in the United States and other major mar kets. Some economists and major in vestment banks ha ve expressed concern that the continued spread of the virus globally could lead to a world-wide economic downturn, the impacts of which could last for some time after the COVID-19 pandemic is controlled and/or abates.

The COVID-19 pandemic (including the preventative measures ta ken in response thereto) has to date (i) created significant business disruption issues for certain of our portfolio companies, and (ii) materially and ad verse ly impacted the v alue and performance of certain of our portfolio companies. The COVID-19 pandemic is having a particular ly ad verse impact on industries in which certain of our portfolio companies oper ate, including manufacturing and retail. Certain of our portfolio companies in other industries ha ve also been significantly impacted. The COVID-19 pandemic is continuing as of the filing date of this annual report on Form 10-K, and its extended dur ation may ha ve further ad verse impacts on our portfolio companies after December 31, 2020, including for the reasons described herein. Although on March 27, 2020, the U.S. go vernment enacted the Coronavirus Aid, R elief, and Economic Security Act (the “CARES Act”), which contains provisions intended to mitigate the ad verse economic effects of the COVID-19 pandemic, it is uncertain whether, or how much, our portfolio companies ha ve benefited or may benefit from the CARES Act or any other subsequent legislation intended to provide financial relief or assistance. As a result of this disruption and the pressures on their liquidity, certain of our portfolio companies ha ve been, or may continue to be, incentivized to dr aw on most, if not all, of the unfunded portion of any re volving or dela yed dr aw term loans made by us, subject to a vailability under the terms of such loans.

Further, disruptions in the capital mar kets caused by the COVID-19 pandemic ha ve increased the spread between the yields realized on risk-free and higher risk securities, resulting in illiquidity in parts of the capital mar kets. These and future mar ket disruptions and/or illiquidity would be expected to ha ve an ad verse effect on our business, financial condition, results of oper ations and cash flows.

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Unfa vor a ble economic conditions also would be expected to increase our funding costs, limit our access to the capital mar kets or result in a decision by lenders not to extend credit to us. These events ha ve limited and could continue to limit our in vestment originations, limit our ability to gr ow and ha ve a material negati ve impact on our and our portfolio companies’ oper ating results and the fair v alues of our debt and equity in vestments.

Political, social and economic uncertainty, including uncertainty related to the COVID-19 pandemic, creates and exacerbates risks.

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Social, political, economic and other conditions and events (such as natur al disasters, epidemics and pandemics, terrorism, conflicts and social unrest) will occur that create uncertainty and ha ve significant impacts on issuers, industries, go vernments and other systems, including the financial mar kets, to which companies and their in vestments are exposed. As global systems, economies and financial mar kets are increasingly interconnected, events that once had only local impact are now more lik e ly to ha ve regional or even global effects. Events that occur in one country, region or financial mar ket will, more frequentl y, ad verse ly impact issuers in other countries, regions or mar kets, including in esta blished mar kets such as the U.S. These impacts can be exacerbated by failures of go vernments and societies to adequate ly respond to an emerging event or threat.

Uncertainty can result in or coincide with, among other things: increased volatility in the financial mar kets for securities, deri v atives, loans, credit and currency; a decrease in the reliability of mar ket prices and dif ficulty in v aluing assets (including portfolio company assets); greater fluctuations in spreads on debt in vestments and currency e xchange r ates; increased risk of default (by both go vernment and pri v ate obligors and issuers); further social, economic, and political instability; nationalization of pri v ate enterprise; greater go vernmental in volvement in the economy or in social factors that impact the economy; changes to go vernmental regulation and supervision of the loan, securities, deri v atives and currency mar kets and mar ket participants and decreased or revised monitoring of such mar kets by go vernments or self-regulatory organizations and reduced enforcement of regulations; limitations on the activities of in vestors in such mar kets; controls or restrictions on foreign in vestment, capital controls and limitations on repatriation of in vested capital; the significant loss of liquidity and the inability to purchase, sell and otherwise fund in vestments or settle transactions (including, but not limited to, a mar ket freeze); una vailability of currency hedging techniques; substantial, and in some periods extreme ly high, r ates of inflation, which can last many years and ha ve substantial negative effects on credit and securities mar kets as well as the economy as a whole; recessions; and dif ficulties in obtaining and/or enforcing legal judgments.

For example, the COVID-19 pandemic has led to and for an unknown period of time will continue to lead to disruptions in local, regional, national and global mar kets and economies affected ther e b y. With respect to the U.S. credit mar kets, this outbreak has resulted in, and until fully resolved is lik e ly to continue to result in, the following, among other things: (i) go vernment imposition of various forms of shelter in place orders and the closing of “non-essential” businesses, resulting in significant disruption to the businesses of many middle-mar ket loan borr o wers, including supply chains, demand and practical aspects of their oper ations, as well as in lay-offs of emplo yees, and, while these effects are hoped to be temporary, some effects could be persistent or even permanent; (ii) increased dr aws by borr o wers on re volving lines of credit; (iii) increased requests by borr o wers for amendments and waivers of their credit agreements to a void default, increased defaults by such borr o wers and/or increased dif ficulty in obtaining refinancing at the maturity dates of their loans; (iv) volatility and disruption of these mar kets including greater volatility in pricing and spreads and dif ficulty in v aluing loans during periods of increased volatility, and liquidity issues; and (v) r apidly e volving proposals and/or actions by state and feder al go vernments to address problems being experienced by the mar kets and by businesses and the economy in gener al which will not necessarily adequate ly address the problems facing the loan mar ket and businesses. This outbreak is having, and any future outbreaks could ha v e, an ad verse impact on the mar kets and the economy in gener al, which could ha ve a material ad verse impact on, among other things, the ability of lenders to originate loans, the volume and type of loans originated, and the volume and type of amendments and waivers granted to borr o wers and remedial actions ta ken in the event of a borr o wer default, each of which could negative ly impact the amount and quality of loans a vaila ble for in vestment by us and returns to us, among other things. As of the date of this annual report on Form 10-K, it is impossible to determine the scope of this outbreak, or any future outbreaks, how long any such outbreak, mar ket disruption or uncertainties may last, the effect any go vernmental actions will ha ve or the full potential impact on us and our portfolio companies.

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Although it is impossible to predict the precise nature and consequences of these events, or of any political or policy decisions and regulatory changes occasioned by emerging events or uncertainty on applica ble laws or regulations that impact us, our portfolio companies and our in vestments, it is clear that these types of events are impacting and will, for at least some time, continue to impact us and our portfolio companies. For example, gr owth stage companies in which we may in vest are being significantly impacted by these emerging events and the uncertainty caused by these events. The effects of a public health emergency may materially and ad verse ly impact (i) the v alue and performance of us and our portfolio companies, (ii) the ability of our borr o wers to continue to meet loan co venants or repay loans provided by us on a time ly basis or at all, which may require us to restructure our in vestments or write down the v alue of our in vestments, (iii) our ability to repay debt obligations, on a time ly basis or at all, or (iv) our ability to source, manage and divest in vestments and achieve our in vestment objectives, all of which could result in significant losses to us.

If the economy is una ble to substantially reopen, and high levels of unemployment continue for an extended period of time, loan delinquencies, loan nonaccruals, problem assets, and bankruptcies may increase. In addition, collater al for our loans may decline in v alue, which could cause loan losses to increase and the net worth and liquidity of loan guarantors could decline, impairing their ability to honor commitments to us. An increase in loan delinquencies and non-accruals or a decrease in loan collater al and guarantor net worth could result in increased costs and reduced income which would ha ve a material ad verse effect on our business, financial condition or results of oper ations.

We will also be negative ly affected if the oper ations and effectiveness of us or a portfolio company (or any of the key personnel or service providers of the foregoing) are compromised or if necessary or beneficial systems and processes are disrupted.

Any public health emergency, including the COVID-19 pandemic or any outbreak of other existing or new epidemic diseases, or the threat thereof, and the resulting financial and economic market uncertainty could have a significant adverse impact on us and the fair value of our investments and our portfolio companies.

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The extent of the impact of any public health emergency, including the COVID-19 pandemic, on our and our portfolio companies’ oper ational and financial performance will depend on many factors, including the dur ation and scope of such public health emergency, the actions ta ken by go vernmental authorities to contain its financial and economic impact, the extent of any related tr a vel advisories and restrictions implemented, the impact of such public health emergency on o ver all supply and demand, goods and services, in vestor liquidity, consumer confidence and levels of economic activity and the extent of its disruption to important global, regional and local supply chains and economic mar kets, all of which are highly uncertain and cannot be predicted. In addition, our and our portfolio companies’ oper ations may be significantly impacted, or even temporarily or permanently halted, as a result of go vernment quarantine measures, voluntary and precautionary restrictions on tr a vel or meetings and other factors related to a public health emergency, including its potential ad verse impact on the health of any of our or our portfolio companies’ personnel. This could create widespread business continuity issues for us and our portfolio companies.

These factors may also cause the v aluation of our in vestments to differ materially from the v alues that we may ultimate ly realiz e. Our v aluations, and particular ly v aluations of pri v ate in vestments and pri v ate companies, are inherently uncertain, may fluctuate o ver short periods of time and are often based on estimates, comparisons and qualitative e v aluations of pri v ate information. As a result, our v aluations may not show the completed or continuing impact of the COVID-19 pandemic and the resulting measures ta ken in response thereto. Any public health emergency, including the COVID-19 pandemic or any outbreak of other existing or new epidemic diseases, or the threat thereof, and the resulting financial and economic mar ket uncertainty could ha ve a significant ad verse impact on us and the fair v alue of our in vestments and our portfolio companies.

Economic recessions or downturns could impair our portfolio companies and harm our operating results.

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Many of our portfolio companies may be susceptible to economic slowdowns or recessions and may be una ble to repay our debt in vestments during these periods. The recent global outbreak of COVID-19 has disrupted economic mar kets, and the prolonged economic impact is uncertain. Some economists and major in vestment banks ha ve

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expressed concern that the continued spread of the virus globally could lead to a worldwide economic downturn. Many manufacturers of goods in China and other countries in Asia ha ve seen a downturn in production due to the suspension of business and temporary closure of factories in an attempt to curb the spread of the illness. As the impact of the COVID-19 pandemic spreads to other parts of the world, similar impacts may occur with respect to affected countries. In the past, instability in the global capital mar kets resulted in disruptions in liquidity in the debt capital mar kets, significant write-offs in the financial services sector, the re-pricing of credit risk in the broadly syndicated credit mar ket and the failure of major domestic and international financial institutions. In particular, in past periods of instability, the financial services sector was negative ly impacted by significant write-offs as the v alue of the assets held by f inanci al f i r ms declined, impairing their c a pit al positions and a bilities to lend and i n v est. In a d dition, conti n ued uncertainty surrounding the negotiation of trade deals between Britain and the European Union following the United Kingdom’s exit from the European Union and uncertainty between the United States and other countries, including China, with respect to trade policies, treaties, and tariffs, among other factors, ha ve caused disruption in the global mar kets. There can be no assurance that mar ket conditions will not worsen in the futur e.

In an economic downturn, we may ha ve non-performing assets or non-performing assets may increase, and the v alue of our portfolio is lik e ly to decrease during these periods. Ad verse economic conditions may also decrease the v alue of any collater al securing our loans. A severe recession may further decrease the v alue of such collater al and result in losses of v alue in our portfolio and a decrease in our revenues, net income, assets and net worth. Unfa vor a ble economic conditions also could increase our funding costs, limit our access to the capital mar kets or result in a decision by lenders not to extend credit to us on terms we deem accepta ble. These events could prevent us from increasing in vestments and harm our oper ating results.

The occurrence of recessionary conditions and/or negative developments in the domestic and international credit mar kets may significantly affect the mar kets in which we do business, the v alue of our in vestments, and our ongoing oper ations, costs and profitability. Any such unfa vor a ble economic conditions, including rising interest r ates, may also increase our funding costs, limit our access to capital mar kets or negative ly impact our ability to obtain financing, particular ly from the debt mar kets. In addition, any future financial mar ket uncertainty could lead to financial mar ket disruptions and could further impact our ability to obtain financing. These events could limit our in vestment originations, limit our ability to gr ow and negative ly impact our oper ating results and financial condition.

Our in vestments are geographically concentrated, which may result in a single occurrence in a particular geographic area having a disproportionate ne gative impact on our in vestment portfolio.

In vestments in a particular geogr aphic region may be particular ly susceptible to economic conditions and regulatory requirements. To the extent our in vestments are concentr ated in a particular region or group of regions, our in vestment portfolio may be more volatile than a more geogr aphically in vestment portfolio. Any deterior ation in the econom y, or ad verse events in such regions, may increase the r ate of delinquency and default experience (and as a consequence, losses) with respect to our in vestments in such region. Our in vestments are geogr aphically concentr ated in the Western and Northeastern part of the United States. As result, we may be more susceptible to being ad verse ly affected by any single occurrence in those regions.

For example, portfolio companies in California, may be particular ly susceptible to certain types of hazards, such as earthqua kes, floods, mudslides, wildfires and other national disasters, which could ha ve a negati ve impact on their business and negative ly impacting such company’s ability to meet their obligations under their debt securities that we hold. Additionall y, ad verse economic conditions or other factors particular ly affecting a specific region could increase the risk of loss on our in vestments.

Our in vestments in leveraged portfolio companies may be risk y, and you could lose all or part of your in vestment.

In vestment in lever aged companies in volves a number of significant risks. Lever aged companies in which we in vest may ha ve limited financial resources and may be una ble to meet their obligations under their debt securities that we hold. Such developments may be accompanied by a deterior ation in the v alue of any collater al and a reduction in the lik elihood of our realizing any guarantees that we may ha ve obtained in connection with our

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in vestment. In addition, our junior secured loans are gener ally subordinated to senior loans. As such, other creditors may rank senior to us in the event of an insolvency.

In addition, in vesting in small, fast-gr owing, pri v ate companies in volves a number of significant risks, including the following:

• these companies m a y h a v e limited f inanci a l r esou r ces and m a y be un a b le to meet their o b lig a tions under their d e bt securities th a t w e hold. This failu r e to meet o b lig a tions m a y be accompanied b y a deterio r a tion in the v a lue of a n y coll a te r a l and a r eduction in the li k e lihood of us r e a lizing a n y gua r antees w e m a y h a v e obtained in connection with our i n v estment;

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• they typic a l l y h a v e shorter ope r a ting historie s, nar r o w er p r oduct lines and sm a ller ma r k et sha r es than la r ger b usinesse s, w hich tend to r ender them mo r e vulne r a b le to competitors’ action s, ma r k e t condition s, and gene r a l economic d o wnturns;

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• they a r e mo r e li k e l y to depend on the man a gement t a lents and e f f orts of a sm a ll g r oup of persons; the r e f o r e, the de a th, dis a bilit y, r esign a tion or te r min a tion of one or mo r e of these persons could h a v e a m a teri a l a d v erse impact on our port f olio compa n y and, in turn, on us;

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• they gene r a l l y h a v e less p r edict a b le ope r a ting r esult s, m a y f r om time to time be parties to litig a tion, m a y be eng a ged in r a pid l y changing b usinesses with p r oducts subject to a substanti a l risk of obsolescenc e, and m a y r equi r e substanti a l a d dition a l c a pit a l to support their ope r a tion s, f inance e xpansion, or maintain their competit iv e position. In a d dition, our ex ecut iv e o f f icers and di r ectors m a y, in the o r dinary course of b usines s, be named as defendants in litig a tion arising f r om our i n v estments in the port f olio companies; and

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• they m a y h a v e di f f iculty accessing the c a pit a l ma r k ets to meet futu r e c a pit a l need s, w hich m a y limit their a bility to g r o w or to r ep a y their outstanding d e bt upon m a turit y.

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Our investments are very risky and highly speculative.

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We in vest primarily in secured loans and select equity and equity-related in vestments issued b y, and provide equipment financing to, small, fast-gr owing pri v ate companies. We in vest primarily in secured loans made to companies whose debt has gener ally not been r ated by any r ating agency, although we would expect such debt, if r ated, to fall below in vestment grade. Securities r ated below in vestment grade are often referred to as “high yield” securities and “junk bonds,” and are considered “high risk” and speculative in nature compared to debt instruments that are r ated abo ve in vestment grade.

Gener all y, little public information exists about these companies, and we are required to re ly on the ability of our senior management team and in vestment professionals to obtain adequate information to e v aluate the potential returns from in vesting in these companies. If we are una ble to unco ver all material information about these companies, we may not ma ke a fully informed in vestment decision, and we may lose money on our in vestments. Also, pri v ate ly held companies frequently ha ve less diverse product lines and smaller mar ket presence than larger competitors. These factors could ad verse ly affect our in vestment returns as compared to companies in vesting primarily in the securities of public companies.

Senior Secu r ed Loan s. There is a risk that the collater al securing our loans may decrease in v alue o ver time, may be dif ficult to sell in a time ly manner, may be dif ficult to appraise and may fluctuate in v alue based upon the success of the business and mar ket conditions, including as a result of the inability of the portfolio company to raise additional capital. In some circumstances, our liens on the collater al securing our loans could be subordinated to claims of other creditors. In addition, deterior ation in a portfolio company’s financial condition and prospects, including its inability to raise additional capital, may be accompanied by deterior ation in the v alue of the collater al for the loan. Consequentl y, the fact that a loan is secured does not guarantee that we will receive principal and interest payments according to the loan’s terms, or at all, or that we will be a ble to collect on the loan should we be compelled to enforce our remedies.

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Second Lien Secu r ed Loan s. In structuring our loans, we may subordinate our security interest in certain assets of a borr o wer to another lender, usually a bank. In these situations, all of the risks identified abo ve in Senior Secured Loans would be true and additional risks inherent in holding a junior security position would also be present.

Equity and Equity-R elated I n v estment s. When we in vest in secured loans, we may acquire equity and equity-related securities as well. In addition, we may in vest directly in the equity and equity-related securities of portfolio companies. The equity and equity-related interests we receive may not appreciate in v alue and may in fact decline in v alue. Accordingl y, we may not be a ble to realize gains from our equity and equity- related interests, and any gains that we do realize on the disposition of any equity and equity-r elated interests may not be suf ficient to offset any other losses we experience.

In addition, we ha ve in vested in and may in the future in vest in or obtain significant exposure to “co venant-lite” loans. We use the term “co venant-lite” loans to refer gener ally to loans that do not ha ve a complete set of financial maintenance co venants. Gener all y, co venant-lite loans provide borr o wer companies more freedom to negative ly impact lenders because their co venants are incurrence-based, which means they are only tested and can only be breached following an af firmative action of the borr o wer, r ather than by a deterior ation in the borr o wer’s financial condition. Accordingl y, because we in vest in and ha ve exposure to co venant-lite loans, we may ha ve fewer rights against a borr o wer and may ha ve a greater risk of loss on such in vestments as compared to in vestments in or exposure to loans with financial maintenance co venants.

Investing in small, fast-growing companies involves a high degree of risk, and our financial results may be affected adversely if one or more of our significant portfolio investments defaults on its loans or fails to perform as we expect.

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Our portfolio will consist primarily of debt, equity and equity-related in vestments in small pri v ate ly owned companies. In vesting in these companies in volves a number of significant risks. Typicall y, the debt in which we in vest is not initially r ated by any r ating agency; ho wever, we believe that if such in vestments were r ated, they would be below in vestment grade. Securities r ated below in vestment grade are often referred to as “high yield” securities and “junk bonds,” and are considered “high risk” and speculative in nature compared to debt instruments that are r ated abo ve in vestment grade. Compared to larger publicly owned companies, these companies may be in a wea ker financial position and may experience wider variations in their oper ating results, which may ma ke them more vulner a ble to economic downturns. Typicall y, these companies need more capital to compete; ho wever, their access to capital is limited and their cost of capital is often higher than that of their competitors. Our portfolio companies will face intense competition from larger companies with greater financial, technical, and mar keting resources and their success typically depends on the managerial talents and ef forts of an individual or a small group of persons. Therefor e, the loss of any of its key emplo yees could affect a portfolio company’s ability to compete effective ly and harm its financial condition. Further, some of these companies will conduct business in regulated industries that are susceptible to regulatory changes. These factors could impair the cash flow of our portfolio companies and result in other events, such as bankruptcy. These events could limit a portfolio company’s ability to repay its obligations to us, which may ha ve an ad verse effect on the return on, or the reco very of, our in vestment in these businesses. Deterior ation in a borr o wer’s financial condition and prospects may be accompanied by deterior ation in the v alue of the loan’s collater al.

Many of these companies cannot obtain financing from public capital mar kets or from traditional credit sources, such as commercial banks. Accordingl y, loans made to these types of companies pose a higher default risk than loans made to companies that ha ve access to traditional credit sources.

We may be subject to risks associated with our investments in covenant-lite loans.

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We ha ve in vested in and may in the future in vest in or obtain significant exposure to co venant-lite loans, which means the obligations contain fewer maintenance co venants than other obligations, or no maintenance co venants, and may not include terms that allow the lender to monitor the financial performance of the borr o wer, including financial r atios, and declare a default if certain financial criteria are breached. While these loans may still contain other collater al protections, a co venant-lite loan may carry more risk than a co venant-heavy loan made by the same borr o wer as it does not require the borr o wer to provide af firmation that certain specific financial tests ha ve been satisfied on a routine basis as is gener ally required under a co venant-heavy loan agreement. Gener all y, co venant-lite loans provide

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borr o wers more freedom to negati v e ly impact lenders because their co venants, if an y, tend to be incurrence-based, which means they are only tested and can only be breached following an af firmative action of the borr o wer, r ather than by a deterior ation in the borr o wer’s financial condition. Our in vestment in or exposure to a co venant-lite loan may potentially hinder our ability to reprice credit risk associated with the issuer and reduce our ability to restructure a problematic loan and mitigate potential loss. As a result, our exposure to losses may be increased, which could result in an ad verse impact on our revenues, net income and net asset v alue.

We may be subject to risks associated with our investments in senior loans.

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We in vest in senior secured loans. Senior secured loans are usually r ated below in vestment grade or may also be unr ated. As a result, the risks associated with senior secured loans may be considered by credit r ating agencies to be similar to the risks of below in vestment grade fixed income instruments, although senior secured loans are senior and secured in contrast to other below in vestment grade fixed income instruments, which are often subordinated or unsecured. In vestment in senior secured loans r ated below in vestment grade is considered speculative because of the credit risk of their issuers. Such companies are more lik e ly than in vestment grade issuers to default on their payments of interest and principal o wed to us, and such defaults could ha ve a material ad verse effect on our performance. An economic downturn would gener ally lead to a higher non-payment r ate, and a senior secured loan may lose significant mar ket v alue before a default occurs. Moreo ver, any specific collater al used to secure a senior secured loan may decline in v alue or become illiquid, which would ad verse ly affect the senior secured loan’s v alue.

There may be less readily a vaila ble and relia ble information about most senior secured loans than is the case for many other types of securities, including securities issued in transactions registered under the Securities Act or registered under the Exchange Act. As a result, we will re ly primarily on our own e v aluation of a borr o wer’s credit quality r ather than on any a vaila ble independent sources. Therefor e, we will be particular ly dependent on the ana lytical abilities of our management team and in vestment professionals.

In gener al, the secondary trading mar ket for senior secured loans is not well developed. No acti ve trading mar ket may exist for certain senior secured loans, which may ma ke it dif ficult to v alue them. Illiquidity and ad verse mar ket conditions may mean that we may not be a ble to sell senior secured loans quickly or at a fair price. To the extent that a secondary mar ket does exist for certain senior secured loans, the mar ket for them may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods.

We may be subject to risks associated with our investments in junior debt securities.

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We may in vest in junior debt securities. Although certain junior debt securities are typically senior to common stock or other equity securities, the equity and debt securities in which we in vest may be subordinated to substantial amounts of senior debt, all or a significant portion of which may be secured. Such subordinated in vestments may be characterized by greater credit risks than those associated with the senior obligations of the same issuer. These subordinated securities may not be protected by all of the financial co venants, such as limitations upon additional indebtedness, typically protecting such senior debt. Holders of junior debt gener ally are not entitled to receive full payments in bankruptcy or liquidation until senior creditors are paid in full. Holders of equity are not entitled to payments until all creditors are paid in full. In addition, the remedies a vaila ble to holders of junior debt are normally limited by restrictions benefiting senior creditors. In the event any portfolio company cannot gener ate adequate cash flow to meet senior debt service, we may suffer a partial or total loss of capital in vested.

Second priority liens on collateral securing loans that we make to our portfolio companies may be subject to control by senior creditors with first priority liens. If there is a default, the value of the collateral may not be sufficient to repay in full both the first priority creditors and us.

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Certain loans that we ma ke are secured by a second priority security interest in the same collater al pledged by a portfolio company to secure senior debt o wed by the portfolio company to commercial banks or other traditional lenders. Often the senior lender has procured co venants from the portfolio company prohibiting the incurrence of additional secured debt without the senior lender’s consent. Prior to and as a condition of permitting the portfolio company to borr ow money from us secured by the same collater al pledged to the senior lender, the senior lender will require assurances that it will control the disposition of any collater al in the event of bankruptcy or other default. In

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many such cases, the senior lender will require us to enter into an intercreditor agreement prior to permitting the portfolio company to borr ow from us. Typically the intercreditor agreements we will be requested to execute will expressly subordinate our debt instruments to those held by the senior lender and further provide that the senior lender shall control: (1) the commencement of foreclosure or other proceedings to liquidate and collect on the collater al; (2) the natur e, timing, and conduct of foreclosure or other collection proceedings; (3) the amendment of any collater al document; (4) the release of the security interests in respect of any collater al; and (5) the waiver of defaults under any security agreement. Because of the control we may cede to senior lenders under intercreditor agreements we may enter, we may be una ble to realize the proceeds of any collater al securing some of our loans.

If the assets securing the loans that we make decrease in value, then we may lack sufficient collateral to cover losses.

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We believe that our borr o wers gener ally are a ble to repay our loans from their a vaila ble capital, future capital-raising transactions or current and/or future cash flow from oper ations. Ho wever, to attempt to mitigate credit risks, we typically ta ke a secured collater al position. There is a risk that the collater al securing our secured loans may decrease in v alue o ver time, may be dif ficult to sell in a time ly manner, may be dif ficult to appraise, may be liquidated at a price lo wer than what we consider to be fair v alue and may fluctuate in v alue based upon the success of the business and mar ket conditions, including as a result of the inability of a borr o wer to raise additional capital.

In some circumstances, other creditors ha ve claims having priority o ver our senior lien. Although for certain borr o wers, we may be the only form of secured debt (other than potentially specific equipment financing), other borr o wers may also ha ve other senior secured debt, such as re volving loans and/or term loans, having priority o ver our senior lien. At the time of underwriting our loans, we gener ally only consider gr owth capital loans for prospective borr o wers with suf ficient collater al that co vers the v alue of our loan as well as the re volving and/or term loans that may ha ve priority o ver our senior lien; ho wever, there may be instances in which we ha ve incorrectly estimated the current or future potential v alue of the under lying collater al or the under lying collater al v alue has decreased, in which case our ability to reco ver our in vestment may be materially and ad verse ly affected.

In addition, a substantial portion of the assets securing our in vestment may be in the form of intellectual property, in ventory and equipment and, to a lesser extent, cash and accounts recei v a ble. Intellectual property, if an y, that is securing our loan could lose v alue if, among other things, the borr o wer’s rights to the intellectual property are challenged or if the borr o wer’s license to the intellectual property is re voked or expires. In ventory may not be adequate to secure our loan if our v aluation of the in ventory at the time that we made the loan was not accur ate or if there is a reduction in the demand for the in ventory.

Similar l y, any equipment securing our loan may not provide us with the anticipated security if there are changes in technology or advances in new equipment that render the particular equipment obsolete or of limited v alue, or if the borr o wer fails to adequate ly maintain or repair the equipment. The residual v alue of the equipment at the time we would ta ke possession may not be suf ficient to satisfy the outstanding debt and we could experience a loss on the disposition of the equipment. Any one or more of the preceding factors could materially impair our ability to reco ver our in vestment in a foreclosur e.

Our portfolio may be exposed in part to one or more specific industries, which may subject us to a risk of significant loss in a particular investment or investments if there is a downturn in that particular industry.

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Our portfolio may be exposed in part to one or more specific industries. A downturn in any particular industry in which we are in vested could significantly impact the aggregate returns we realiz e. If an industry in which we ha ve significant in vestments suffers from ad verse business or economic conditions, as these industries ha ve to varying degrees, a material portion of our in vestment portfolio could be affected ad verse l y, which, in turn, could ad verse ly affect our financial position and results of oper ations.

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Our investment portfolio’s concentration in technology-related companies is subject to many risks, including volatility, intense competition, shortened product life cycles, changes in regulatory and governmental programs and periodic downturns, and you could lose all or part of your investment.

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As of December 31, 2020, in vestments in technology-related companies in the professional, scientific and technical services industry represented appr oximate ly 16.0% of the fair v alue of our in vestment portfolio, and many of these technology-related companies ha ve narr ow product lines and small mar ket shares, which tend to render them more vulner a ble to competitors’ actions and mar ket conditions, as well as to gener al economic downturns. The revenues, income (or losses), and v aluations of technology-r elated companies can and often do fluctuate suddenly and dramaticall y. In addition, technology-related industries are gener ally characterized by abrupt business cycles and intense competition. Overcapacity in technology- related industries, together with cyclical economic downturns, may result in substantial decreases in the mar ket capitalization of many technology-related companies. Such decreases in mar ket capitalization may occur again, and any future decreases in technology-related company v aluations may be substantial and may not be temporary in natur e. Therefor e, our portfolio companies may face consider a b ly more risk of loss than do companies in other industry sectors.

Because of r apid technological change, the a ver age selling prices of products and some services provided by technology-related companies ha ve historically decreased o ver their productive lives. As a result, the a ver age selling prices of products and services offered by technology-related companies may decrease o ver time, which could ad verse ly affect their oper ating results, their ability to meet obligations under their debt securities and the v alue of their equity securities. This could, in turn, materially ad verse ly affect our business, financial condition and results of oper ations.

In vestments that we may ma ke in sustaina ble and rene w a ble technology companies will be subject to substantial oper ational risks, such as underestimated cost projections, unanticipated oper ation and maintenance expenses, loss of go vernment subsidies, and inability to deliver cost-effective alternative energy solutions compared to traditional energy products. In addition, sustaina ble and rene w a ble technology companies employ a variety of means of increasing cash flo w, including increasing utilization of existing facilities, expanding oper ations through new construction or acquisitions, or securing additional long-term contracts. Thus, some energy companies may be subject to construction risk, acquisition risk or other risks arising from their specific business str ategies. Furthermor e, production levels for solar, wind and other rene w a ble energies may be dependent upon adequate sunlight, wind, or biogas production, which can vary from mar ket to mar ket and period to period, resulting in volatility in production levels and profitability. Demand for sustaina ble and rene w a ble technology is also influenced by the a vaila ble supply and prices for other energy products, such as coal, oil and natur al gases. A change in prices in these energy products could reduce demand for alternative energy.

A disease pandemic or natur al disaster may also impact in vestments that we may ma ke in technology- related portfolio companies. The nature and level of natur al disasters cannot be predicted and may be exacerbated by global climate change. A disease pandemic or major disaster, such as an earthqua k e, tsunami, flood or other catastrophic event could result in disruption to the business and oper ations of any such technology-related portfolio companies.

We may in vest in technology-related companies that are reliant on U.S. and foreign regulatory and go vernmental pr ograms. Any material changes or discontinuation, due to change in administr ation or U.S. Congress or otherwise could ha ve a material ad verse effect on the oper ations of a portfolio company in these industries and, in turn, impair our ability to time ly collect principal and interest payments o wed to us to the extent applica ble.

We may invest in technology-related companies that do not have venture capital or private equity firms as equity investors, and these companies may entail a higher risk of loss than do companies with institutional equity investors, which could increase the risk of loss of your investment.

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Our portfolio companies may require substantial additional equity financing to satisfy their continuing working capital and other cash requirements and, in most instances, to service the interest and principal payments on our in vestment. Portfolio companies that do not ha ve venture capital or pri v ate equity in vestors may be una ble to raise any additional capital to satisfy their obligations or to raise suf ficient additional capital to reach the next stage of development. Portfolio companies that do not ha ve venture capital or pri v ate equity in vestors may be less financially

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sophisticated and may not ha ve access to independent members to serve on their boards, which means that they may be less successful than portfolio companies sponsored by venture capital or pri v ate equity firms. Accordingl y, financing these types of companies may entail a higher risk of loss than would financing companies that are sponsored by venture capital or pri v ate equity firms.

Our r e lationship with certain portfolio companies may e xpose us to our portfolio companies’ t r ade sec r ets and confidential information w hich may r equi r e us to be parties to non-disclosu r e ag r eements and r estrict us f r om en g aging in certain t r ansaction s.

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Our relationship with some of our portfolio companies may expose us to our portfolio companies’ trade secrets and confidential information (including transactional data and personal data about their emplo yees and clients) which may require us to be parties to non-disclosure agreements and restrict us from engaging in certain transactions. Unauthorized access or disclosure of such information may occur, resulting in theft, loss or other misappropriation. Any theft, loss, improper use, such as insider trading or other misappropriation of confidential information could ha ve a material ad verse impact on our competiti ve positions, our relationship with our portfolio companies and our reputation and could subject us to regulatory inquiries, enforcement and fines, civil litigation (which may cause us to incur significant expense or expose us to losses) and possible financial liability or costs.

Our i n v estment portfolio’s concent r ation in the manufacturing industry is subject to v arious risk s, including interruptions to the manufacturing p r ocess and costs of r aw materials and ene r g y, w hich may ad v e r s e ly affect our performanc e.

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As of December 31, 2020, in vestments in the manufacturing industry represented appr oximate ly 20.2% of the fair v alue of our in vestment portfolio. Gener all y, our in vestments in the manufacturing industry are subject to various risks including safety or product liability issues, costs of r aw materials and energy, including crude oil, and competition in global mar kets. The manufacturing industry is highly competitiv e, which puts pressure on prices. Prices are subject to international supply and demand as well as to the purchase costs of r aw materials and energy. Mar kets for these products, as well as prices for r aw materials and energy used by the manufacturing industry, are cyclical and volatile and the costs of r aw materials and energy represent a substantial portion of the industry’s production costs and oper ating expenses. In addition, manufacturing facilities are subject to planned and unplanned production shutdowns, turnarounds and outages, which could ha ve an ad verse effect on long-term production. Companies in this industry are also subject to extensive feder al, state, local and foreign environmental, health and safety laws and regulations concerning, among other things, emissions in the air, discharges to land and w ater and the gener ation, handling, treatment and disposal of hazardous waste and other materials. These requirements, and enforcement of these requirements, may become more stringent in the futur e. In addition, future regulatory or other developments could also restrict or eliminate the use of, or require manufacturing companies to ma ke modifications to, their products, packaging, manufacturing processes and technology, which could ha ve a significant ad verse impact on its financial condition, results of oper ations and cash flows. Any of these interruptions to a manufacturing company in which we in vest could ad verse ly affect our performance.

Our investment portfolio’s concentration in the consumer and retail industry faces considerable uncertainties. Continued adverse changes in the economy may adversely affect consumer spending, which could negatively impact our business.

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As of December 31, 2020, investments in the consumer and retail industry represented approximately 15.4% of the fair value of our investment portfolio. The consumer and retail industry is heavily dependent on discretionary consumer spending patterns. Our investments in the consumer and retail industry will be sensitive to numerous factors that affect discretionary consumer income, including adverse general economic conditions, changes in employment trends and levels of unemployment, increases in interest rates, weather, a significant rise in energy or food prices or other events or actions that may lead to a decrease in consumer confidence or a reduction in discretionary income. In addition, in a period of inflationary pricing, increased fuel costs may discourage customers from driving to retail locations, reducing store traffic and possibly sales. Declines in consumer spending, especially for extended periods, could have a material adverse effect on a portfolio company’s business, financial condition and results of operations. If a consumer and retail company in which we invest is unable to navigate these risks, our performance may be adversely affected.

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Our i n v estments in the life sciences industry a r e subject to v arious risk s, including e xtensi v e g ov ernment r e gulation, liti g ation risk and certain other risks particular to that industr y, w hich may ad v e r s e ly affect the performance of such i n v estment s.

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We may in vest in companies in the life sciences industry that are subject to extensive regulation by the Food and Drug Administr ation and to a lesser extent, other feder al, state and other foreign agencies. If any of these portfolio companies fail to comply with applica ble regulations, they could be subject to significant penalties and claims that could materially and ad verse ly affect their oper ations. Portfolio companies that produce medical devices or drugs are subject to the expense, delay and uncertainty of the regulatory appro v al process for their products and, even if appro ved, these products may not be accepted in the mar ketplace. In addition, go vernmental budgetary constraints effecting the regulatory appro v al process, new laws, regulations or judicial interpretations of existing laws and regulations might ad verse ly affect a portfolio company in this industry. Portfolio companies in the life sciences industry may also ha ve a limited number of suppliers of necessary components or a limited number of manufacturers for their products, and therefore face a risk of disruption to their manufacturing process if they are una ble to find alternati ve suppliers when needed, including in response to any supply chain disruptions resulting from the COVID-19 pandemic. Any of these factors could materially and ad verse ly affect the oper ations of a portfolio company in this industry and, in turn, impair our ability to time ly collect principal and interest payments o wed to us and consequently may ad verse ly affect the performance of such in vestments.

T he main industry secto r s a r ound w hich w e intend to de ve lop our i n v estments a r e all capital intensi v e.

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The industry sectors in which we ma ke in vestments, technology, business services and industrial, are each capital intensiv e. Currentl y, financing for capital-intensive companies remains dif ficult. In some successful companies, we believe we may need to in vest more than we currently ha ve planned to in vest in these companies. There can be no assurance that we will ha ve the capital necessary to ma ke such in vestments. In addition, in vesting greater than planned amounts in our portfolio companies could limit our ability to pursue new in vestments and fund follow-on in vestments. Both of these situations could cause us to miss in vestment opportunities or limit our ability to protect existing in vestments from dilution or other actions or events that would decrease the v alue and potential return from these in vestments.

The majority of our portfolio companies will need multiple rounds of additional financing to repay their debts to us and continue operations. Our portfolio companies may not be able to raise additional financing, which could harm our investment returns.

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The majority of our portfolio companies will often require substantial additional equity financing to satisfy their continuing working capital and other cash requirements and, in most instances, to service the interest and principal payments on our in vestment. Each round of venture financing is typically intended to provide a company with only enough capital to reach the next stage of development. We cannot predict the circumstances or mar ket conditions under which our portfolio companies will seek additional capital. It is possible that one or more of our portfolio companies will not be a ble to raise additional financing or may be a ble to do so only at a price or on terms unfa vor a ble to us, either of which would negative ly impact our in vestment returns. Some of these companies may be una ble to obtain suf ficient financing from pri v ate in vestors, public capital mar kets or traditional lenders. This may ha ve a significant impact if the companies are una ble to obtain certain federal, state or foreign agency appro v al for their products or the mar keting thereof, of if regulatory review processes extend longer than anticipated, and the companies need continued funding for their oper ations during these times. Accordingl y, financing these types of companies may entail a higher risk of loss than would financing companies that are a ble to utilize traditional credit sources.

If our portfolio companies are unable to commercialize their technologies, products, business concepts or services, the returns on our investments could be adversely affected.

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The v alue of our in vestments in our portfolio companies may decline if they are not a ble to commercialize their technology, products, business concepts or services. Additionall y, although some of our portfolio companies may already ha ve a commercially successful product or product line at the time of our in vestment, information technology, e-commerce, life science, and energy technology-related products and services often ha ve a more limited mar ket or life

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span than products in other industries. Thus, the ultimate success of these companies often depends on their ability to continually inno v ate in increasingly competiti ve mar kets. If they are una ble to do so, our in vestment returns could be ad verse ly affected and their ability to service their debt obligations to us o ver the term of the loan could be impaired. Our portfolio companies may be una ble to acquire or develop any new products successfull y, and the intellectual property they currently hold may not remain via ble. Even if our portfolio companies are a ble to develop commercially via ble products, the mar ket for new products and services is highly competitive and r apidly changing. Neither our portfolio companies nor we will ha ve any control o ver the pace of technology development. Commercial success is dif ficult to predict, and the mar keting ef forts of our portfolio companies may not be successful.

If our portfolio companies are unable to protect their intellectual property rights, our business and prospects could be harmed, and if portfolio companies are required to devote significant resources to protecting their intellectual property rights, the value of our investment could be reduced.

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Our future success and competitive position will depend in part upon the ability of our portfolio companies to obtain, maintain and protect proprietary technology used in their products and services. Our portfolio companies will re l y, in part, on patent, trade secret, and trademark law to protect that technology, but competitors may misappropriate their intellectual property, and disputes as to ownership of intellectual property may arise. Portfolio companies ma y, from time to time, be required to institute litigation to enforce their patents, copyrights, or other intellectual property rights; protect their trade secrets; determine the v alidity and scope of the proprietary rights of others; or defend against claims of infringement. Such litigation could result in substantial costs and diversion of resources. Similar l y, if a portfolio company is found to infringe or misappropriate a third-party’s patent or other proprietary rights, it could be required to pay damages to the third-party, alter its products or processes, obtain a license from the third-party, and/or cease activities utilizing the proprietary rights, including making or selling products utilizing the proprietary rights. Any of the foregoing events could negative ly affect both the portfolio company’s ability to service our debt in vestment and the v alue of any related debt and equity securities that we own, as well as any collater al securing our in vestment.

Loans may become nonperforming for a variety of reasons.

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A loan or debt obligation may become non-performing for a variety of reasons. Such non-performing loans may require substantial wor kout negotiations or restructuring that may entail, among other things, a substantial reduction in the interest r ate, a substantial write-down of the principal amount of the loan and/or the deferr al of payments. In addition, such negotiations or restructuring may be quite extensive and protracted o ver time, and therefore may result in substantial uncertainty with respect to the ultimate reco very. We may also incur additional expenses to the extent that it is required to seek reco very upon a default on a loan or participate in the restructuring of such obligation. The liquidity for defaulted loans may be limited, and to the extent that defaulted loans are sold, it is highly unlik e ly that the proceeds from such sale will be equal to the amount of unpaid principal and interest thereon. In connection with any such defaults, wor kouts or restructuring, although we exercise voting rights with respect to an individual loan, we may not be a ble to exercise votes in respect of a suf ficient percentage of voting rights with respect to such loan to determine the outcome of such vote.

The lack of liquidity in our investments may adversely affect our business.

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All of our assets may be in vested in illiquid securities, and a substantial portion of our in vestments in lever aged companies will be subject to legal and other restrictions on resale or will otherwise be less liquid than more broadly traded public securities. The illiquidity of these in vestments may ma ke it dif ficult for us to sell such in vestments when desired. In addition, if we are required to liquidate all or a portion of our portfolio quickl y, we may realize significantly less than the v alue at which we ha ve previously recorded these in vestments. As a result, we do not expect to achieve liquidity in our in vestments in the near-term. Ho wever, to pay distributions to our stockholders and to maintain the election to be regulated as a BDC and qualify as a RIC, we may ha ve to dispose of in vestments if we do not satisfy one or more of the applica ble criteria under the respective regulatory frame works. We may also face other restrictions on our ability to liquidate an in vestment in a portfolio company to the extent that we ha ve material nonpublic information regarding such portfolio compan y.

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Price declines and illiquidity in the corporate debt markets may adversely affect the fair value of our portfolio investments, reducing our net asset value through increased net unrealized depreciation.

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As a BDC, we are required to carry our in vestments at mar ket v alue or, if no mar ket v alue is ascertaina ble, at fair v alue as determined in good faith by the Board. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, we use the pricing indicated by the external event to corrobor ate our v aluation. We record decreases in the mar ket v alues or fair v alues of our in vestments as unrealized depreciation. Declines in prices and liquidity in the corpor ate debt mar kets may result in significant net unrealized depreciation in our portfolio. The effect of all of these factors on our portfolio may reduce our net asset v alue by increasing net unrealized depreciation in our portfolio. Depending on mar ket conditions, we could incur substantial realized losses and may suffer additional unrealized losses in future periods, which could ha ve a material ad verse effect on our business, financial condition and results of oper ations.

Our portfolio companies may prepay loans, which prepayment may reduce stated yields if capital returned cannot be invested in transactions with equal or greater expected yields.

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The loans that will underlie our portfolio may be calla ble at any time, and many of them can be repaid with no premium to par. It is not clear at this time when or if any loan might be called. Whether a loan is called will depend both on the continued positive performance of the portfolio company and the existence of fa vor a ble financing mar ket conditions that allow such company the ability to replace existing financing with less expensive capital. As mar ket conditions change frequentl y, it is unknown when, and if, this may be possible for each portfolio compan y. Risks associated with owning loans include the fact that prepayments may occur at any time, sometimes without premium or penalty, and that the exercise of prepayment rights during periods of declining spreads could cause us to rein vest prepayment proceeds in lo wer-yielding instruments. In the case of some of these loans, having the loan called ear ly may reduce our achie v a ble yield if the capital returned cannot be in vested in transactions with equal or greater expected yields, especially during periods of declining interest r ates in the broader mar ket, such in current mar ket conditions.

To the extent original issue discount and payment-in-kind interest constitute a portion of our income, we will be exposed to typical risks associated with such income being required to be included in taxable and accounting income prior to receipt of cash representing such income.

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Our in vestments may include original issue discount, or OID. To the extent original issue discount constitutes a portion of our income, we are exposed to typical risks associated with such income being required to be included in taxa ble and accounting income prior to receipt of cash, including the following:

• W e m ust include in income each y ear a portion of the OID th a t accrues o v er the life of the o b lig a tion, r ega r dless of w hether cash r ep r esenting such income is r ece iv ed b y us in the same tax a b le y ea r. Because a n y OID or other amounts accrued will be included in i n v estment compa n y tax a b le income f or the y ear of the accru a l, w e m a y be r equi r ed to m a k e a distri b ution to our stockholders in o r der to s a tisfy our an n u a l distri b ution r equi r ement s, ev en though w e will not h a v e r ece iv ed a n y cor r esponding cash amount. As a r esult, w e m a y h a v e to s e ll some of our i n v estments a t times or a t prices th a t w ould not be a dv ant a geous to u s, r aise a d dition a l d e bt or equity c a pit a l or f o r go n e w i n v estment opportunitie s.

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• The higher yi e ld of OID instruments r e f lect the p a yment defer r a l and c r edit risk associ a ted with these instrument s.

• E v en if the accounting conditions for income accru a l a r e met, the bor r o w er could still default w hen our actu a l collection is supposed to occur a t the m a turity of the o b lig a tion.

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• OID instruments m a y h a v e un re li a b le v a lu a tions because their conti n uing accru a ls r equi r e conti n uing judgments a bout the collect a bility of the defer r ed p a yments and the v a lue of the coll a te r a l.

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• OID instruments gene r a l l y r ep r esent a signi f icant l y higher c r edit risk than coupon loan s.

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• OID income r ece iv ed b y us m a y c r e a te uncertainty a bout the sou r ce of our cash distri b utions to stockholder s. F or accounting purpose s, a n y cash distri b utions to stockholders r ep r esenting OID or ma r k et

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discount income a r e not t r e a ted as coming f r om paid-in c a pit a l, ev en though the cash to p a y them comes f r om the o f fering p r oceed s. Thu s, a lthough a distri b ution of OID or ma r k et discount inte r est comes f r om the cash i n v ested b y the stockholder s, Section 19(a) of the 1940 Act does not r equi r e th a t stockholders be g iv en notice of this fact b y r eporting it as a r eturn of c a pit a l.

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W e a r e a non-di v e r sifi ed i n v estment compa n y within the meaning of the 1940 Act, and the r efo r e w e a r e not limited b y the 1940 Act with r espect to the p r oportion of our assets that may be i n v ested in securities of a single issue r.

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We are classified as a non-diversified in vestment company within the meaning of the 1940 Act, which means that we are not limited by the 1940 Act with respect to the proportion of our assets that we may in vest in securities of a single issuer. Our portfolio may be concentr ated in a limited number of portfolio companies and industries. Beyond the asset diversification requirements associated with our qualification as a RIC under the Code, we do not ha ve fixed guidelines for diversification. To the extent that we assume large positions in the securities of a small number of issuers, our net asset v alue may fluctuate to a greater extent than that of a diversified in vestment company as a result of changes in the financial condition or the mar ket’s assessment of the issuer. We may also be more susceptible to any single economic or regulatory occurrence than a diversified in vestment compan y. As a result, the aggregate returns we realize may be significantly ad verse ly affected if a small number of in vestments perform poor ly or if we need to write down the v alue of any one in vestment. Additionall y, while we are not targeting any specific industries, our in vestments may be concentr ated in relative ly few industries. As a result, a downturn in any particular industry in which we are in vested could also significantly impact the aggregate returns we realiz e.

We may hold the debt securities of leveraged companies that may, due to the significant volatility of such companies, enter into bankruptcy proceedings.

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Lever aged companies may experience bankruptcy or similar financial distress. The bankruptcy process has a number of significant inherent risks. Many events in a bankruptcy proceeding are the product of contested matters and ad versary proceedings and are beyond the control of the creditors. A bankruptcy filing by a portfolio company may ad verse ly and permanently affect the portfolio compan y. If the proceeding is con verted to a liquidation, the v alue of the issuer may not equal the liquidation v alue that was believed to exist at the time of the in vestment. The dur ation of a bankruptcy proceeding is also dif ficult to predict, and a creditor’s return on in vestment can be ad verse ly affected by delays until the plan of reorganization or liquidation ultimate ly becomes effectiv e. The administr ative costs in connection with a bankruptcy proceeding are frequently high and would be paid out of the debtor’s estate prior to any return to creditors. Because the standards for classification of claims under bankruptcy law are vague, our influence with respect to the class of securities or other obligations we own may be lost by increases in the number and amount of claims in the same class or by different classification and treatment. In the ear ly stages of the bankruptcy process, it is often dif ficult to estimate the extent of, or even to identify, any contingent claims that might be made. In addition, certain claims that ha ve priority by law (for example, claims for taxes) may be substantial.

Our failure to make follow-on investments in our portfolio companies could impair the value of our portfolio.

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Following an initial in vestment in a portfolio compan y, we may ma ke additional in vestments in that portfolio company as “follow-on” in vestments, in seeking to:

• inc r ease or maintain in w hole or in part our position as a c r editor or equity o wnership pe r cent a ge in a port f olio compa n y;

• ex e r cise w ar r ant s, options or co n v erti b le securities th a t w e r e acqui r ed in the origin a l or subsequent f inancing; or

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• p r eser v e or enhance the v a lue of our i n v estment.

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W e h a v e disc r etion to m a k e f oll o w-on i n v estment s, subject to the a v ail a bility of c a pit a l r esou r ces and the provisions of the 1940 Act. Failure on our part to ma ke follow-on in vestments ma y, in some circumstances, jeopardize the continued viability of a portfolio company and our initial in vestment, or may result in a missed opportunity for us to increase our participation in a successful oper ation. Even if we ha ve suf ficient capital to ma ke a desired follow-on in vestment, we may elect not to ma ke a follow-on in vestment because we may not want to increase our level of risk,

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because we prefer other opportunities or because we are inhibited b y compliance with BDC r equi r ements or the desi r e to maintain our RIC st a tu s.

Because we will not hold controlling equity interests in the majority of our portfolio companies, we may not be able to exercise control over our portfolio companies or prevent decisions by management of our portfolio companies, which could decrease the value of our investments.

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We do not expect to hold controlling equity positions in the majority of our portfolio companies. Our debt in vestments may provide limited control features such as restrictions on the ability of a portfolio company to assume additional debt or to use the proceeds of our in vestment for other than certain specified purposes. “Control” under the 1940 Act is presumed at more than 25% equity ownership and may also be present at lo wer ownership levels where we provide managerial assistance. When we do not acquire a controlling equity position in a portfolio compan y, we may be subject to the risk that a portfolio company may ma ke business decisions with which we disagree, and that the management and/or stockholders of a portfolio company may ta ke risks or otherwise act in w ays that are ad verse to our interests. Due to the lack of liquidity of the debt and equity and equity-related in vestments that we typically hold in our portfolio companies, we may not be a ble to dispose of our in vestments in the event we disagree with the actions of a portfolio company and may therefore suffer a decrease in the v alue of our in vestments.

Defaults by our portfolio companies will harm our operating results.

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A portfolio company’s failure to satisfy financial or oper ating co venants imposed by us or other lenders could lead to defaults and, potentiall y, termination of its loans and foreclosure on its assets. This could trigger cross-defaults under other agreements and jeopardize such portfolio company’s ability to meet its obligations under the debt or equity securities that we hold. We may incur expenses to the extent necessary to seek reco very upon default or to negotiate new terms, which may include the waiver of certain financial co venants, with a defaulting portfolio compan y. In addition, we ha ve in vested in and may in the future in vest in or obtain significant exposure to “co venant-lite” loans. We use the term “co venant-lite” loans to refer gener ally to loans that do not ha ve a complete set of financial maintenance co venants. Gener all y, co venant-lite loans provide borr o wer companies more freedom to negative ly impact lenders because their co venants are incurrence-based, which means they are only tested and can only be breached following an af firmative action of the borr o wer, r ather than by a deterior ation in the borr o wer’s financial condition. Accordingl y, because we in vest in and ha ve exposure to co venant-lite loans, we may ha ve fewer rights against a borr o wer and may ha ve a greater risk of loss on such in vestments as compared to in vestments in or exposure to loans with financial maintenance co venants.

Further, many of our in vestments will lik e ly ha ve a principal amount outstanding at maturity, which could result in a substantial loss to us if the borr o wer is unable to refinance or repa y.

Our portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies.

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Although our in vestments are primarily secured, some in vestments may be unsecured and subordinated to substantive amounts of senior indebtedness. The portfolio companies in which we in vest usually ha v e, or may be permitted to incur, other debt that ranks equally with, or senior to, the debt securities in which we in vest. By their terms, such debt instruments may provide that the holders are entitled to receive payment of interest or principal on or before the dates on which we are entitled to receive payments in respect of the debt securities in which we in vest. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio compan y, holders of debt instruments ranking senior to our in vestment in that portfolio company would typically be entitled to receive payment in full before we receive any distribution in respect of our in vestment. After repaying senior creditors, the portfolio company may not ha ve any remaining assets to use for repaying its obligation to us. In the case of debt ranking equally with debt securities in which we in vest, we would ha ve to share any distributions on an equal and r ata ble basis with other creditors holding such debt in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the rele vant portfolio compan y.

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Additionall y, certain loans that we ma ke to portfolio companies may be secured on a second-priority basis by the same collater al securing senior secured debt of such companies. The first-priority liens on the collater al will secure

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the portfolio company’s obligations under any outstanding senior debt and may secure certain other future debt that may be permitted to be incurred by the portfolio company under the agreements go verning the loans. The holders of obligations secured by first-priority liens on the collater al will gener ally control the liquidation of, and be entitled to receive proceeds from, any realization of the collater al to repay their obligations in full before us. In addition, the v alue of the collater al in the event of liquidation will depend on mar ket and economic conditions, the a vailability of buyers and other factors. There can be no assurance that the proceeds, if an y, from sales of all of the collater al would be suf ficient to satisfy the loan obligations secured by the second-priority liens after payment in full of all obligations secured by the first-priority liens on the collater al. If such proceeds were not suf ficient to repay amounts outstanding under the loan obligations secured by the second-priority liens, then, to the extent not repaid from the proceeds of the sale of the collater al, we will only ha ve an unsecured claim against the portfolio company’s remaining assets, if an y.

The rights we may ha ve with respect to the collater al securing the loans we ma ke to our portfolio companies with senior debt outstanding may also be limited pursuant to the terms of one or more intercreditor agreements that we enter into with the holders of such senior debt, including in unitranche transactions. Under a typical intercreditor agreement, at any time that obligations that ha ve the benefit of the first-priority liens are outstanding, any of the following actions that may be ta ken in respect of the collater al will be at the direction of the holders of the obligations secured by the first-priority liens:

• the a bility to cause the commencement of en f o r cement p r oceedings a gainst the coll a te r a l;

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• the a bility to cont r ol the conduct of such p r oceedings;

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• the a pp ro v a l of amendments to coll a te r a l documents;

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• re leases of liens on the coll a te r a l; and

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• w a iv ers of past defaults under coll a te r a l document s.

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We may not ha ve the ability to control or direct such actions, even if our rights are ad verse ly affected. In addition, a bankruptcy court may choose not to enforce an intercreditor agreement or other agreement with creditors.

We may also ma ke unsecured loans to portfolio companies, meaning that such loans will not benefit from any interest in collater al of such companies. Liens on such portfolio companies’ collater al, if an y, will secure the portfolio company’s obligations under its outstanding secured debt and may secure certain future debt that is permitted to be incurred by the portfolio company under its secured loan agreements. The holders of obligations secured by such liens will gener ally control the liquidation of, and be entitled to recei ve proceeds from, any realization of such collater al to repay their obligations in full before us. In addition, the v alue of such collater al in the event of liquidation will depend on mar ket and economic conditions, the a vailability of buyers and other factors. There can be no assurance that the proceeds, if an y, from sales of such collater al would be suf ficient to satisfy our unsecured loan obligations after payment in full of all secured loan obligations. If such proceeds were not suf ficient to repay the outstanding secured loan obligations, then our unsecured claims would rank equally with the unpaid portion of such secured creditors’ claims against the portfolio company’s remaining assets, if an y.

We may also make subordinated investments that rank below other obligations of the obligor in right of payment. Subordinated investments are generally more volatile than secured loans and are subject to greater risk of default than senior obligations as a result of adverse changes in the financial condition of the obligor or in general economic conditions. If we make a subordinated investment in a portfolio company, the portfolio company may be highly leveraged, and its relatively high loan-to-value ratio may create increased risks that its operations might not generate sufficient cash flow to service all of its debt obligations.

The disposition of our investments may result in contingent liabilities.

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A significant portion of our in vestments may in volve pri v ate securities. In connection with the disposition of an in vestment in pri v ate securities, we may be required to ma ke representations about the business and financial affairs of the portfolio company typical of those made in connection with the sale of a business. We may also be required to

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indemnify the purchasers of such in vestment to the extent that any such representations turn out to be inaccur ate or with respect to potential liabilities. These arrangements may result in contingent liabilities that ultimate ly result in funding obligations that we must satisfy through our return of distributions previously made to us.

We may be subject to additional risks if we engage in hedging transactions and/or invest in foreign securities.

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The 1940 Act gener ally requires that 70% of our in vestments be in issuers each of whom, in addition to other requirements, is organized under the laws of, and has its principal place of business in, any state of the United States, the District of Columbia, Puerto Rico, the Virgin Islands or any other possession of the United States. Our in vestment str ategy does not contemplate a significant number of in vestments in securities of non-U.S. companies. We expect that these in vestments would focus on the same in vestments that we ma ke in U.S. gr owth stage companies and, accordingl y, would be complementary to our o ver all str ategy and enhance the diversity of our holdings.

To the extent that these in vestments are denominated in a foreign currency, we may engage in hedging transactions. Engaging in either hedging transactions or in vesting in foreign securities would entail additional risks to our stockholders. We ma y, for example, use instruments such as interest r ate s waps, caps, collars and floors, forward contracts or currency options or borr ow under a credit facility in foreign currencies to minimize our foreign currency exposur e. In each such case, we gener ally would seek to hedge against fluctuations of the relative v alues of our portfolio positions from changes in mar ket interest r ates or currency e xchange r ates. Hedging against a decline in the v alues of our portfolio positions would not eliminate the possibility of fluctuations in the v alues of such positions or prevent losses if the v alues of the positions declined. Ho wever, such hedging could esta blish other positions designed to gain from those same developments, there by offsetting the decline in the v alue of such portfolio positions. Such hedging transactions could also limit the opportunity for gain if the v alues of the under lying portfolio positions increased. Moreo ver, it might not be possible to hedge against an e xchange r ate or interest r ate fluctuation that was so gener ally anticipated that we would not be a ble to enter into a hedging transaction at an accepta ble price.

While we may enter into such transactions to seek to reduce currency e xchange r ate and interest r ate risks, unanticipated changes in currency e xchange r ates or interest r ates could result in poorer o ver all in vestment performance than if we had not engaged in any such hedging transactions. In addition, the degree of correlation between price mo vements of the instruments used in a hedging str ategy and price mo vements in the portfolio positions being hedged could vary. Moreo ver, for a variety of reasons, we might not seek to esta blish a perfect correlation between the hedging instruments and the portfolio holdings being hedged. Any such imperfect correlation could prevent us from achieving the intended hedge and expose us to risk of loss. In addition, it might not be possible to hedge fully or perfectly against currency fluctuations affecting the v alue of securities denominated in non-U.S. currencies because the v alue of those securities would lik e ly fluctuate as a result of factors not related to currency fluctuations.

T he new ma r k et structu r e applica b le to deri v ati v es imposed b y the Dodd-F r ank Act may affect our ability to use ov er-the-counter (“OT C”) deri v ati v es for hedging pu r pose s.

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The Dodd-F rank Act enacted, and the U.S. Commodity Futures T rading Commission (“CFTC”) and SEC ha ve issued or proposed rules to implement, both broad new regulatory requirements and broad new structur al requirements applica ble to O TC deri v atives mar kets and, to a lesser extent, listed commodity futures (and futures options) mar kets. Similar changes are in the process of being implemented in other major financial mar kets.

Recent and anticipated regulatory changes require that certain types of O TC deri v atives, including those that we may use for hedging activities, including interest r ate and credit default s waps, be cleared and traded on regulated platforms, and these regulatory changes are expected to apply to foreign e xchange transactions in the futur e. U.S. regulators ha ve also adopted rules requiring us to post collater al with respect to cleared O TC deri v atives and rules imposing margin requirements for O TC deri v atives executed with registered s wap dealers that are not cleared. The margin requirements for cleared and uncleared O TC deri v atives ma y, in order to maintain our exemption from commodity pool oper ator (“CPO”) registr ation under the CFTC No-Action Letter 12-40, limit our ability to enter into hedging transactions or to obtain synthetic in vestment exposures, in either case ad verse ly affecting our ability to

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mitigate risk. Furthermor e, any failure by us to fulfill any collater al requirement (e.g., a so-called “margin call”) may result in a default and could ha ve a material ad verse impact on our business, financial condition and results of oper ations.

The Dodd-F rank Act also imposed requirements relating to real-time public and regulatory reporting of O TC deri v ative transactions, enhanced documentation requirements, position limits on an expanded arr ay of deri v atives, and recordkeeping requirements. T a ken as a whole, these changes could significantly increase the cost of using uncleared O TC deri v atives to hedge risks, including interest r ate and foreign e xchange risk; reduce the level of exposure we are a ble to obtain for risk management purposes through O TC deri v ati ves (including as the result of the CFTC imposing position limits on additional products); reduce the amounts a vaila ble to us to ma ke non-deri v atives in vestments; impair liquidity in certain O TC deri v ati ves; and ad verse ly affect the quality of execution pricing obtained by us, all of which could ad verse ly impact our in vestment returns.

W e may not r ealize g ains f r om our equity and equity-r e lated i n v estment s.

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We may in the future ma ke in vestments that include warrants or other equity or equity-r elated securities. In addition, we may from time to time ma ke non-control, equity co-in vestments in companies in conjunction with pri v ate equity sponsors. Our goal is ultimate ly to realize gains upon our disposition of such equity and equity-related interests. Ho wever, the equity and equity-related interests we receive may not appreciate in v alue and, in fact, may decline in v alue. Accordingl y, we may not be a ble to realize gains from our equity and equity-related interests, and any gains that we do realize on the disposition of any equity and equity-related interests may not be suf ficient to offset any other losses we experience. We also may be una ble to realize any v alue if a portfolio company does not ha ve a liquidity event, such as a sale of the business, recapitalization or public offering, which would allow us to sell the under lying equity interests. We often seek puts or similar rights to give us the right to sell our equity and equity-related securities back to the portfolio company issuer. We may be una ble to exercise these put rights for the consider ation provided in our in vestment documents if the issuer is in financial distress.

Our ability to enter into transactions involving derivatives and financial commitment transactions may be limited.

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In No vember 2020, the SEC adopted a rulemaking regarding the ability of a BDC (or a registered in vestment company) to use deri v atives and other transactions that create future payment or delivery obligations. Under the newly adopted rules, BDCs that use deri v atives will be subject to a v alue-at-risk (“VaR”) lever age limit, certain other der i v a t iv es risk man a gement p r o g r am and testing r equi r ements and r equi r ements re l a ted to boa rd reporting. These new requirements will apply unless the BDC qualifies as a “limited deri v atives user,” under the adopted rules. Under the new rule, a BDC may enter into an unfunded commitment agreement that is not a deri v atives transaction, such as an agreement to provide financing to a portfolio compan y, if the BDC has, among other things, a reasona ble belief, at the time it enters into such an agreement, that it will ha ve suf ficient cash and cash equi v alents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. Collective l y, these proposed requirements may limit our ability to use deri v atives and/or enter into certain other financial contracts.

Risks R elated to an I n v estment in Our Common Stock

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We may not be able to pay distributions, our distributions may not grow over time and/or a portion of our distributions may be a return of capital.

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We intend to pay distributions to our stockholders out of assets legally a vaila ble for distribution. We cannot assure you that we will achieve in vestment results that will allow us to sustain a specified level of cash distributions or ma ke periodic increases in cash distributions. Our ability to pay distributions might be ad verse ly affected b y, among other things, the impact of one or more of the risk factors described herein. If we declare a dividend, and if enough stockholders opt to receive cash distributions r ather than participate in our distribution rein vestment plan, we may be forced to sell some of our in vestments in order to ma ke cash dividend payments. In addition, the inability to satisfy the asset co ver age test applica ble to us as a BDC could limit our ability to pay distributions. All distributions will be paid at the discretion of the Board and will depend on our earnings, our financial condition, maintenance of our RIC status, compliance with applica ble BDC regulations and such other factors as the Board may deem rele vant from time to time. We cannot assure you that we will pay distributions to our stockholders.

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When we ma ke distributions, we will be required to determine the extent to which such distributions are paid out of current or accumulated earnings and profits. Distributions in e xcess of current and accumulated earnings and profits will be treated as a non-taxa ble return of capital to the extent of an in vestor’s basis in our stock and, assuming that an in vestor holds our stock as a capital asset, thereafter as a capital gain.

I n v esting in our common stock may i n v ol v e an ab ov e-a v e r a g e d e g r ee of risk.

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The investments we make in accordance with our investment objective may result in a higher amount of risk than alternative investment options and a higher risk of volatility or loss of principal. Our investments in portfolio companies may be highly speculative and aggressive and, therefore, an investment in our common stock may not be suitable for someone with lower risk tolerance.

Provisions of the Maryland General Corporation Law (the “MGCL”) and our Charter and Bylaws could deter takeover attempts and have an adverse effect on the price of our common stock.

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The MGCL and our Charter and Bylaws contain provisions that may discour age, delay or ma ke more dif ficult a change in control of us or the remo v al of our directors. We are subject to the Maryland Business Combination Act, subject to any applica ble requirements of the 1940 Act. The Board has adopted a resolution exempting from the Maryland Business Combination Act any business combination between us and any other person, subject to prior appro v al of such business combination by the Board, including appro v al by a majority of our independent directors. If the resolution exempting business combinations is repealed or the Board does not appro ve a business combination, the Maryland Business Combination Act may discour age third parties from trying to acquire control of us and increase the dif ficulty of consummating such an offer. In addition, we may amend our Bylaws to be subject to the Maryland Control Share Acquisition Act, but only if the Board determines that it would be in our best interests, including in light of the Board’s fiduciary obligations, applica ble feder al and state laws, and the particular facts and circumstances surrounding the Board’s decision. If such conditions are met, and we amend our Bylaws to repeal the exemption from the Maryland Control Share Acquisition Act, the Maryland Control Share Acquisition Act also may ma ke it more dif ficult for a third party to obtain control of us and increase the dif ficulty of consummating such a transaction.

We ha ve adopted certain measures that may ma ke it dif ficult for a third-party to obtain control of us, including provisions of our Charter classifying the Board in three staggered terms and authorizing the Board to classify or reclassify shares of our capital stock in one or more classes or series and to cause the issuance of additional shares of our stock. These provisions, as well as other provisions of our Charter and Bylaws, may dela y, defer or prevent a transaction or a change in control that might otherwise be in the best interests of our stockholders.

Our Bylaws include an exclusive forum selection provision, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, off icers or other agents.

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Our Bylaws require that, unless we consent in writing to the selection of an alternative forum, the Circuit Court for Baltimore City (or, if that court does not ha ve jurisdiction, the United States District Court for the District of Maryland, Northern Division) shall be the sole and e xclusive forum for (i) any deri v ative action or proceeding brought on behalf of the Company (ii) any action asserting a claim of breach of any standard of conduct or legal duty o wed by any of the Company’s director, of ficer or other agent to the Company or to its stockholders, (iii) any action asserting a claim arising pursuant to any provision of the MGCL or the Charter or the Bylaws (as either may be amended from time to time), or (iv) any action asserting a claim go verned by the internal affairs doctrine.

This e xclusive forum selection provision in our Bylaws will not apply to claims arising under the feder al securities laws, including the Securities Act and the Exchange Act. There is uncertainty as to whether a court would enforce such a provision, and in vestors cannot waive compliance with the feder al securities laws and the rules and regulations thereunder. In addition, this provision may increase costs for stockholders in bringing a claim against us or our directors, of ficers or other agents. Any in vestor purchasing or otherwise acquiring our shares is deemed to ha ve notice of and consented to the foregoing pr ovision.

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The e xclusive forum selection provision in our Bylaws may limit our stockholders’ ability to obtain a fa vor a ble judicial forum for disputes with us or our directors, of ficers or other agents, which may discour age lawsuits against us and such persons. It is also possible that, notwithstanding such e xclusive forum selection provision, a court could rule that such provision is inapplica ble or unenforcea ble. If this occurred, we may incur additional costs associated with resolving such action in another forum, which could materially ad verse ly affect our business, financial condition and results of oper ations.

We cannot assure you that a mar ket for our common stock will develop or, if one develops, that the market will continue, which would adversely affect the liquidity and price of our common stock.

Our common stock began trading on the Nasdaq Global Select Mar ket under the symbol “TRIN” on January 29, 2021. We cannot assure you that an active trading mar ket will develop for our common stock or, if one develops, that the trading mar ket can be sustained. In addition, we cannot predict the prices at which our common stock will trade. Shares of closed-end in vestment companies, including BDCs, frequently trade at a discount from their net asset v alue and our stock may also be discounted in the mar ket. This characteristic of closed-end in vestment companies is separ ate and distinct from the risk that our net asset v alue per share of common stock may decline. We cannot predict whether our common stock will trade at, abo ve or below net asset v alue. In addition, if our common stock trades below its net asset v alue, we will gener ally not be a ble to sell additional shares of our common stock to the public at its mar ket price without first obtaining the appro v al of a majority of our stockholders (including a majority of our unaf filiated stockholders) and our independent directors for such issuance.

A stockholder’s interest in us will be diluted if additional shares of our common stock are issued in the future, which could reduce the overall value of an investment in us.

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Our stockholders do not ha ve preemptive rights to purchase any shares we issue in the futur e. Our charter authorizes us to issue up to 200 million shares of common stock. Pursuant to our charter, a majority of our entire Board may amend our charter to increase the number of shares of common stock we may issue without stockholder appro v al. Our Board may elect to sell additional shares in the future or issue equity interests in pri v ate or public offerings. To the extent we issue additional equity interests at or below net asset v alue, your percentage ownership interest in us may be diluted. In addition, depending upon the terms and pricing of any future offerings and the v alue of our in vestments, you may also experience dilution in the book v alue and fair v alue of your shares.

Under the 1940 Act, we gener ally are prohibited from issuing or selling our common stock at a price below net asset v alue per shar e, which may be a disadvantage as compared with certain public companies. We ma y, ho wever, sell our common stock, or warrants, options, or rights to acquire our common stock, at a price below the current net asset v alue of our common stock if our Board and independent directors determine that such sale is in our best interests and the best interests of our stockholders, and our stockholders, including a majority of those stockholders that are not af filiated with us, appro ve such sale. In any such case, the price at which our securities are to be issued and sold may not be less than a price that, in the determination of our Board, close ly appr oximates the fair v alue of such securities (less any distributing commission or discount). If we raise additional funds by issuing common stock or senior securities con vertible into, or e xchangea ble for, our common stock, then the percentage ownership of our stockholders at that time will decrease and you will experience dilution. Stockholders will experience dilution upon the conversion of some or all of the Convertible Notes into shares of our common stock. The existence of the Convertible Notes may also encourage short selling by market participants because the conversion of the Convertible Notes could depress the market price for our common stock.

Sales of substantial amounts of our common stock in the pu b lic ma r k et may ha v e an ad v e r se effect on the ma r k et price of our common stock.

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A ny future public resale of any shares of our common stock under the Common Stock Registr ation Rights Agreement and/or the Con vertible Notes Registr ation Rights Agreement, and/or the expir ation of applica ble lock-up periods, subject to applica ble securities laws, sales of substantial amounts of our common stock, or the perception that such sales could occur, could ad verse ly affect the pre vailing mar ket prices for our common stock. If this occurs, it could impair our ability to raise additional capital through the sale of equity securities should we desire to do so. We

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cannot predict what effect, if an y, future sales of securities, or the a vailability of securities for future sales, will ha ve on the mar ket price of our common stock pr e vailing from time to time.

The market value of our common stock may fluctuate significantly.

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The mar ket v alue and liquidity, if an y, of the mar ket for shares of our common stock may be significantly affected by numerous factors, some of which are beyond our control and may not be directly related to our oper ating performance. These factors include:

• changes in the v a lue of our port f olio of i n v estments and der i v a t iv e instruments as a r esult of changes in ma r k et factor s, such as inte r est r a te shift s, and a lso port f olio speci f ic per f o r manc e, such as port f olio compa n y default s, among other r easons;

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• changes in r egul a tory policies or tax guid e line s, particula r l y with r espect to RICs or BDCs;

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• loss of RIC or BDC st a tus;

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• distri b utions th a t e x ceed our net i n v estment income and net income as r eported acco r ding to GAAP;

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• changes in earnings or v ari a tions in ope r a ting r esults;

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• changes in accounting guid e lines g o v erning v a lu a tion of our i n v estments;

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• a n y shortf a ll in rev e n ue or net income or a n y inc r ease in losses f r om l eve ls e xpected b y i n v estors;

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• departu r e of k ey personn e l;

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• gene r a l economic t r ends and other e xtern a l factors; and

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• loss of a major funding sou r c e.

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If we issue preferred stock or convertible debt securities, the net asset value of our common stock may become more volatile.

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We cannot assure you that the issuance of preferred stock and/or con vertible debt securities would result in a higher yield or return to the holders of our common stock. The issuance of preferred stock or con vertible debt would lik e ly cause the net asset v alue of our common stock to become more volatile. If the dividend r ate on the preferred stock, or the interest r ate on the con vertible debt securities, were to approach the net r ate of return on our in vestment portfolio, the benefit of such lever age to the holders of our common stock would be reduced. If the dividend r ate on the preferred stock, or the interest r ate on the con vertible debt securities, were to e xceed the net r ate of return on our portfolio, the use of lever age would result in a lo wer r ate of return to the holders of common stock than if we had not issued the preferred stock or con vertible debt securities. Any decline in the net asset v alue of our in vestment would be borne entire ly by the holders of our common stock. Therefor e, if the mar ket v alue of our portfolio were to decline, the le ver age would result in a greater decrease in net asset v alue to the holders of our common stock than if we were not lever aged through the issuance of preferred stock or debt securities. This decline in net asset v alue would also tend to cause a greater decline in the mar ket price, if an y, for our common stock.

There is also a risk that, in the event of a sharp decline in the v alue of our net assets, we would be in danger of failing to maintain required asset co ver age r atios, which may be required by the preferred stock or con vertible debt, or our current in vestment income might not be suf ficient to meet the dividend requirements on the preferred stock or the interest payments on the debt securities. In order to counteract such an event, we might need to liquidate in vestments in order to fund the redemption of some or all of the preferred stock or con vertible debt. In addition, we would pay (and the holders of our common stock would bear) all costs and expenses relating to the issuance and ongoing maintenance of the preferred stock, debt securities, con vertible debt, or any combination of these securities. Holders of preferred stock or con vertible debt may ha ve different interests than holders of common stock and may at times ha ve disproportionate influence o ver our affairs.

Stockholde r s will e xperience dilution in their o wne r ship pe r centa g e if th e y do not participate in our distribution r ei n v estment plan.

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All distributions declared in cash pa y a ble to stockholders that are participants in our distribution rein vestment plan will gener ally be automatically rein vested in shares of our common stock if the in vestor does not elect to opt out of the plan. As a result, stockholders that opt out of our distribution rein vestment plan may experience dilution o ver time.

Stockholde r s may e xperience dilution in the net asset v alue of their sha r es if th e y do not participate in our distribution r ei n v estment plan and if our sha r es a r e t r ading at a discount to net asset v alu e.

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All distributions declared in cash pa y a ble to stockholders that are participants in our distribution rein vestment plan will gener ally be automatically rein vested in shares of our common stock if the in vestor does not elect to opt out of the plan. As a result, stockholders that opt out of our distribution rein vestment plan may experience accretion to the net asset v alue of their shares if our shares are trading at a premium to net asset v alue and dilution if our shares are trading at a discount to net asset v alue. The level of accretion or discount would depend on various factors, including the proportion of our stockholders who participate in the plan, the level of premium or discount at which our shares are trading and the amount of the distribution pa y a ble to stockholders.

Risks R elated to the 2025 Notes

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The 2025 Notes are unsecured and therefore are effectively subordinated to any secured indebtedness we have currently incurred or may incur in the future.

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The 2025 Notes are not secured by any of our assets or any of the assets of our subsidiaries. As a result, the 2025 Notes are effective ly subordinated, or junior, to any secured indebtedness or other obligations we or our subsidiaries ha ve currently incurred, including the Credit Facility, and may incur in the future (or any indebtedness that is initially unsecured that we later secure) to the extent of the v alue of the assets securing such indebtedness. In any liquidation, dissolution, bankruptcy or other similar proceeding, the holders of any of our existing or future secured indebtedness and the secured indebtedness of our subsidiaries may assert rights against the assets pledged to secure that indebtedness in order to receive full payment of their indebtedness before the assets may be used to pay other creditors, including the holders of the 2025 Notes. Secured indebtedness is effective ly senior to the 2025 Notes to the extent of the v alue of the assets securing such ind e btednes s.

The 2025 Notes are structurally subordinated to the indebtedness and other liabilities of our subsidiaries.

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The 2025 Notes are obligations e xclusive ly of us and not of any of our subsidiaries. None of our subsidiaries are a guarantor of the 2025 Notes and the 2025 Notes are not required to be guaranteed by any subsidiaries we may acquire or create in the futur e. Except to the extent we are a creditor with recognized claims against our subsidiaries, all claims of creditors (including trade creditors) and holders of preferred stock, if an y, of our subsidiaries will ha ve priority o ver our equity interests in such subsidiaries (and therefore the claims of our creditors, including holders of the 2025 Notes) with respect to the assets of such subsidiaries. Even if we are recognized as a creditor of one or more of our subsidiaries, our claims would still be effective ly subordinated to any security interests in the assets of any such subsidiary and to any indebtedness or other liabilities of any such subsidiary senior to our claims. Consequentl y, the 2025 Notes will be structur ally subordinated, or junior, to the Credit Facility and all existing and future indebtedness and other obligations (including trade pa y a bles) incurred by any of our subsidiaries, financing vehicles or similar facilities and any subsidiaries, financing vehicles or similar facilities that we may in the future acquire or esta blish.

The 2025 Notes Indenture contains limited protection for holders of the 2025 Notes.

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The 2025 Notes Indenture (as defined in this annual report on Form 10-K) offers limited protection to holders of the 2025 Notes. The terms of the 2025 Notes Indenture and the 2025 Notes do not restrict our or any of our subsidiaries’ ability to engage in, or otherwise be a party to, a variety of corpor ate transactions, circumstances or events that could ha ve an ad verse impact on your in vestment in the 2025 Notes. In particular, the terms of the 2025 Notes Indenture and the 2025 Notes will not place any restrictions on our or our subsidiaries’ ability to:

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• issue securities or otherwise incur a d dition a l ind e btedness or other o b lig a tion s, including (1) a n y ind e btedness or other o b lig a tions th a t w ould be pari passu, or equ a l, in right of p a yment to the 2025 Note s, (2) a n y ind e btedness or other o b lig a tions th a t w ould be secu r ed and the r e f o r e r ank e f fect ive l y senior in right of p a yment to the 2025 Notes to the e xtent of the v a lue of the assets securing such ind e btednes s, (3) ind e btedness or other o b lig a tions of ours th a t a r e gua r anteed b y one or mo r e o f our subsidiaries and w hich the r e f o r e a r e structu r a l l y senior to the 2025 Notes and (4) securitie s, ind e btedness or other o b lig a tions incur r ed b y our subsidiaries th a t w ould be senior to our equity inte r ests in our subsidiaries and the r e f o r e r ank structu r a l l y senior to the 2025 Notes with r espect to the assets of those subsidiarie s, in each case other than an incur r ence of ind e btedness or other o b lig a tions th a t w ould cause a viol a tion of Section 18(a)(1)(A) as modi f ied b y Section 61(a) of the 1940 Act or a n y successor p ro visions of the 1940 Act, b ut g i ving e f fect, in either cas e, to a n y e x empt i v e re lief g r anted to us b y the SE C. Cur r ent l y, these p ro visions gene r a l l y p r ohibit us f r om incurring a d dition a l bor r o wing s, including th r ough the issuance of a d dition a l d e bt securitie s, unless our asset c o v e r a g e, as de f ined in the 1940 Act, equ a ls a t least 150% after such bor r o wings;

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• p a y d i vidends on, or pu r chase or r edeem or m a k e a n y p a yments in r espect o f, c a pit a l stock or other securities r anking junior in right of p a yment to the 2025 Notes;

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• s e ll assets (other than certain limited r estrictions on our a bility to consolid a t e, me r ge or s e ll a ll or substanti a l l y a ll of our assets);

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• c r e a te liens (including liens on the sha r es of our subsidiaries) or enter into s a le and leas e back t r ansactions;

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• enter into t r ansactions with a f f ili a tes;

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• m a k e i n v estments; or

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• c r e a te r estrictions on the p a yment of d i vidends or other amounts to us f r om our subsidiarie s.

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In addition, the 2025 Notes Indenture does not require us to offer to purchase the 2025 Notes in connection with a change of control or any other event. Furthermor e, the terms of the 2025 Notes Indenture and the 2025 Notes do not protect holders of the 2025 Notes in the event that we experience changes (including significant ad verse changes) in our financial condition, results of oper ations or credit r atings, as they do not require that we or our subsidiaries adhere to any financial tests or r atios or specified levels of net worth, revenues, income, cash flo w, or liquidity.

Our ability to recapitaliz e, incur additional debt and ta ke a number of other actions that are not limited by the terms of the 2025 Notes may ha ve important consequences for you as a holder of the 2025 Notes, including making it more dif ficult for us to satisfy our obligations with respect to the 2025 Notes or negative ly affecting the trading v alue of the 2025 Notes to the extent such a trading mar ket develops for the 2025 Notes.

Certain of our current debt instruments include more protections for their holders than the 2025 Notes Indenture and the 2025 Notes. In addition, other debt we issue or incur in the future could contain more protections for its holders than the 2025 Notes Indenture and the 2025 Notes, including additional co venants and events of default. The issuance or incurrence of any such debt with incremental protections could affect the mar ket for and trading levels and prices of the 2025 Notes to the extent such a mar ket de v elops for the 2025 Notes.

If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the

2025 Notes.

​

Any default under the agreements go verning our indebtedness or under other indebtedness to which we may be a party, that is not waived by the required lenders or holders and the remedies sought by the holders of such indebtedness could ma ke us una ble to pay principal, premium, if an y, and interest on the 2025 Notes and substantially decrease the mar ket v alue of the 2025 Notes.

If we are una ble to gener ate suf ficient cash flow and are otherwise una ble to obtain funds necessary to meet required payments of principal, premium, if an y, and interest on our indebtedness, or if we otherwise fail to comply

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with the various co venants, including financial and oper ating co venants, in the instruments go verning our indebtedness, we could be in default under the terms of the agreements go verning such indebtedness. In the event of such default, the holders of such indebtedness could elect to declare all the funds borr o wed thereunder to be due and pa y a ble, together with accrued and unpaid interest, the lenders under our current indebtedness or other debt we may incur in the future could elect to terminate their commitments, cease making further loans and institute foreclosure proceedings against our assets, and we could be forced into bankruptcy or liquidation.

If our oper ating performance declines, we may in the future need to seek to obtain waivers from the required lenders or holders under the agreements go verning our indebtedness, or other indebtedness that we may incur in the futur e, to a void being in default. If we breach our co venants under the agreements go verning our indebtedness and seek a waiver, we may not be a ble to obtain a waiver from the required lenders or holders. If this occurs, we would be in default and our lenders or debt holders could exercise their rights as described abo v e, and we could be forced into bankruptcy or liquidation.

If we are una ble to repay debt, lenders having secured obligations, including Credit Suisse under the Credit Facility, could proceed against the collater al securing the debt. Because the 2025 Notes Indenture has cross-acceler ation provisions, and any future debt will lik e ly ha v e, customary cross-default and cross- acceler ation provisions, if the indebtedness thereunder, hereunder or under any future credit facility is acceler ated, we may be una ble to repay or finance the amounts due.

The optional redemption provision may materially adversely affect a holder’s return on the 2025 Notes.

​

The 2025 Notes a r e r edeem a b le in w hole or in part a t a n y time or f r om time to time on or after J a n uary 16, 2023 at our option. We may choose to redeem the 2025 Notes at times when pre vailing interest r ates are lo wer than the interest r ate paid on the 2025 Notes. In this circumstance, you may not be a ble to rein vest the redemption proceeds in a compar a ble security at an effective interest r ate as high as that of the 2025 Notes being redeemed.

A d o wng r ad e, suspension or withd r a w al of the r ating assigned b y a r ating a g ency to us and/or the 2025 Note s, if a n y, could cause the ma r k et v alue of the 2025 Notes to decline signific antl y.

​

Any credit r atings assigned to us and/or the 2025 Notes are an assessment by r ating agencies of our ability to pay our obligations. Consequentl y, real or anticipated changes to any such credit r atings will gener ally affect the mar ket v alue of the 2025 Notes. These credit r atings, ho wever, may not reflect the potential impact of risks related to mar ket conditions gener ally or other factors discussed herein that could impact the mar ket v alue of the 2025 Notes.

Gener all y, r ating agencies base their r atings on such material and information, and such of their own in vestigations, studies and assumptions, as they deem appropriate. Any such credit r atings should be e v aluated independently from similar r atings of other securities or companies. Credit r atings are not a recommendation to buy, sell or hold any security, and may be subject to revision or withdr a w al at any time by the issuing organization in its sole discretion. Neither we nor any r ating agents underta ke any obligation to maintain any credit r atings assigned to us and/or the 2025 Notes or to advise our stockholders or holders of the 2025 Notes of any changes to such credit r atings. There can be no assurance that any credit r atings assigned to us and/or the 2025 Notes will remain for any given period of time.

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Risks R elated to the Co n v ertible Notes

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The Convertible Notes are unsecured and therefore are effectively subordinated to any secured indebtedness currently outstanding or that may be incurred in the future and rank pari passu with, or equal to, all outstanding and future unsecured unsubordinated indebtedness issued by us and our general liabilities.

​

The Con vertible Notes are not secured by any of our assets or any of the assets of any of our subsidiaries. As a result, the Con vertible Notes are effective ly subordinated to any outstanding secured indebtedness as of the date of this annual report on Form 10-K (including the Credit Facility) or that we or our subsidiaries may incur in the future (or any indebtedness that is initially unsecured as to which we subsequently grant a security interest) to the extent of the v alue of the assets securing such indebtedness. In any liquidation, dissolution, bankruptcy or other similar proceeding, the holders of any of our secured indebtedness or secured indebtedness of our subsidiaries may assert rights against the assets pledged to secure that indebtedness in order to receive full payment of their indebtedness before the assets may be used to pay other creditors, including the holders of the Con vertible Notes. As of December 31, 2020, through of our wholly owned subsidiary, Trinity Funding 1, LL C, we had appr oximate ly $135 million of borr owings outstanding under the Credit Facility. The indebtedness under the Credit Facility is effective ly senior to the Con vertible Notes to the extent of the v alue of the assets securing such indebtedness. In addition, as of December 31, 2020, we had $125 million in aggregate principal amount of the 2025 Notes outstanding, which rank pari passu with the Con vertible Notes.

The Convertible Notes are structurally subordinated to the indebtedness and other liabilities of our subsidiaries.

​

The Con vertible Notes are obligations e xclusive ly of Trinity Capital Inc., and not of any of our subsidiaries. None of our subsidiaries is a guarantor of the Con vertible Notes, and the Con vertible Notes are not required to be guaranteed by any subsidiary we may acquire or create in the futur e. Any assets of our subsidiaries will not be directly a vaila ble to satisfy the claims of our creditors, including holders of the Con vertible Notes. Except to the extent we are a creditor with recognized claims against our subsidiaries, all claims of creditors of our subsidiaries will ha ve priority o ver our equity interests in such entities (and therefore the claims of our creditors, including holders of the Con vertible Notes) with respect to the assets of such entities. Even if we are recognized as a creditor of one or more of these entities, our claims would still be effective ly subordinated to any security interests in the assets of any such entity and to any indebtedness or other liabilities of any such entity senior to our claims. Consequentl y, the Con vertible Notes are structur ally subordinated to all indebtedness and other liabilities, including trade pa y a bles, of any of our existing or future subsidiaries. Certain of these entities serve as guarantors under the Credit Facility, and in the future our subsidiaries may incur substantial additional indebtedness, all of which is and would be structur ally senior to the Con vertible Notes.

The Convertible Notes Indenture contains limited protection for holders of the Convertible Notes.

​

The Con vertible Notes Indenture offers limited protection to holders of the Con vertible Notes. The terms of the Con vertible Notes Indenture and the Con vertible Notes do not restrict our or any of our subsidiaries’ ability to engage in, or otherwise be a party to, a variety of corpor ate transactions, circumstances or events that could ha ve a material ad verse impact on the holders’ in vestment in the Con vertible Notes. In particular, the terms of the Con vertible Notes Indenture and the Con vertible Notes will not place any restrictions on our or our subsidiaries’ ability to:

• issue securities or otherwise incur a d dition a l ind e btedness or other o b lig a tion s, including (1) a n y ind e btedness or other o b lig a tions th a t w ould be equ a l in right of p a yment to the Co n v erti b le Note s, (2) a n y ind e btedness or other o b lig a tions th a t w ould be secu r ed and the r e f o r e r ank e f fect ive l y senior in right of p a yment to the Co n v erti b le Notes to the e xtent of the v a lues of the assets securing such d e bt, (3) ind e btedness of ours th a t is gua r anteed b y one or mo r e of our subsidiaries and w hich the r e f o r e is structu r a l l y senior to the Co n v erti b le Notes and (4) securitie s, ind e btedness or o b lig a tions issued or incur r ed b y our subsidiaries th a t w ould be senior to our equity inte r ests in those entities and the r e f o r e r ank structu r a l l y senior to the Co n v erti b le Notes with r espect to the assets of our subsidiarie s, in each case other than a n incur r ence of ind e btedness or other o b lig a tion th a t w ould cause a viol a tion of Section 18(a)(1)(A) as modi f ied b y such p ro visions of Section 61(a) of the 1940 Act as m a y be a pplic a b le to us

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f r om time to time or a n y successor p ro vision s, w hether or not w e conti n ue to be subject to such p ro visions of the 1940 Act, b ut g i ving e f fect, in each cas e, to a n y ex empt iv e re lief g r anted to us b y the SE C. Cur r ent l y, these p ro visions gene r a l l y p r ohibit us f r om m a king a d dition a l bor r o wing s, including th r ough the issuance of a d dition a l d e bt or the s a le of a d dition a l d e bt securitie s, unless our asset c o v e r a g e, as de f ined in the 1940 Act, equ a ls a t least 150%;

​

• p a y d i vidends on, or pu r chase or r edeem or m a k e a n y p a yments in r espect o f, c a pit a l stock or other securities r anking junior in right of p a yment to the Co n v erti b le Notes;

​

• s e ll assets (other than certain limited r estrictions on our a bility to consolid a t e, me r ge or s e ll a ll or substanti a l l y a ll of our assets);

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• enter into t r ansactions with a f f ili a tes;

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• c r e a te liens (including liens on the sha r es of our subsidiaries) or enter into s a le and leas e back t r ansactions;

​

• m a k e i n v estments; or

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• c r e a te r estrictions on the p a yment of d i vidends or other amounts to us f r om our subsidiarie s.

​

Furthermor e, the terms of the Con vertible Notes Indenture and the Con vertible Notes do not protect holders of the Con vertible Notes in the event that we experience changes (including significant ad verse changes) in our financial condition, results of oper ations or credit r atings, if an y, as they do not require that we or our subsidiaries adhere to any financial tests or r atios or specified levels of net worth, r e venues, income, cash flo w, or liquidity.

Our ability to recapitaliz e, incur additional debt (including additional debt that matures prior to the maturity of the Con vertible Notes), and ta ke a number of other actions that are not limited by the terms of the Con vertible Notes may ha ve important consequences for holders of the Con vertible Notes, including making it more dif ficult for us to satisfy our obligations with respect to the Con vertible Notes or negati v e ly affecting the trading v alue of the Con vertible Notes.

Other debt we issue or incur in the future could contain more protections for its holders than the Con vertible Notes Indenture and the Con vertible Notes, including additional co venants and events of default. The issuance or incurrence of any such debt with incremental protections could affect the mar ket for, trading levels, and prices of the Con vertible Notes.

If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the

Convertible Notes.

​

Any default under the agreements go verning our indebtedness or under other indebtedness to which we may be a party, that is not waived by the required lenders or holders and the remedies sought by the holders of such indebtedness could ma ke us una ble to pay principal, premium, if an y, and interest on the Con vertible Notes and substanti a l l y dec r ease the ma r k et v a lue of the Co n v erti b le Note s.

If we are una ble to gener ate suf ficient cash flow and are otherwise una ble to obtain funds necessary to meet required payments of principal, premium, if an y, and interest on our indebtedness, or if we otherwise fail to comply with the various co venants, including financial and oper ating co venants, in the instruments go verning our indebtedness, we could be in default under the terms of the agreements go verning such indebtedness. In the event of such default, the holders of such indebtedness could elect to declare all the funds borr o wed thereunder to be due and pa y a ble, together with accrued and unpaid interest, the lenders under our current indebtedness or other debt we may incur in the future could elect to terminate their commitments, cease making further loans and institute foreclosure proceedings against our assets, and we could be forced into bankruptcy or liquidation.

If our ope r a ting per f o r mance decline s, w e m a y in the futu r e need to se e k to obtain w a iv ers f r om the r equi r ed lenders or holders under the a g r eements g o v erning our ind e btednes s, or other ind e btedness th a t w e m a y incur in the futu r e, to a v oid being in default. If w e b r each our c o v enants under the a g r eements g o v erning our ind e btedness

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and se e k a w a iv e r, w e m a y not be a b le to obtain a w a iv er f r om the r equi r ed lenders or holder s. If this occur s, w e w ould be in default and our lenders or d e bt holders could ex e r cise their rights as described a b o v e, and w e could be f o r ced into bankruptcy or liquid a tion.

​

If we are una ble to repay debt, lenders having secured obligations, including Credit Suisse under the Credit Facility, could proceed against the collater al securing the debt. Because the Con vertible Notes Indentu re will h a v e, and a ny futu re d e bt will li k e ly h a v e, customary c r oss-default p ro vision s, if the ind e btedness thereunder, hereunder or under any future credit facility is acceler ated, we may be una ble to repay or finance the amounts due.

We may not have, or have the ability to raise, the funds necessary to purchase the Convertible Notes as required upon a fundamental change, and our future debt may contain limitations on our ability to deliver shares of our common stock upon conversion or purchase of the Convertible Notes.

​

Holders of the Con vertible Notes will ha ve the right to require us to purchase their Con vertible Notes for cash upon the occurrence of a fundamental change at a purchase price equal to 100% of their principal amount, plus accrued and unpaid interest, if any. As defined in the Convertible Notes Indenture, a fundamental change means the occurrence of either a change in control or, after the initial listing of our common stock on a national securities exchange, the termination of trading of our common stock on any such exchange. We may not ha ve enough a vaila ble cash or be a ble to obtain financing at the time we are required to ma ke purchases of Con vertible Notes surrendered therefor. In addition, our ability to purchase the Con vertible Notes or to deliver shares of our common stock upon con versions of the Con vertible Notes may be limited by la w, by regulatory authority or by agreements go verning our indebtedness. Our failure to purchase Con vertible Notes at a time when the purchase is required by the Con vertible Notes Indenture or deliver any shares of our common stock upon future con versions of the Con vertible Notes as required by the Con vertible Notes Indenture would constitute a default under the Con vertible Notes Indentur e. A default under the Con vertible Notes Indenture or the fundamental change itself could also lead to a default under the Credit Facility and/or the 2025 Notes Indentur e. If the repayment of the related indebtedness were to be acceler ated after any applica ble notice or grace periods, we may not ha ve suf ficient funds to repay the indebtedness and purchase the Con vertible Notes.

T he co n v e r sion r ate of the Co n v erti b le Notes may not be adjusted for all diluti v e e v ent s.

​

The con version r ate of the Con vertible Notes is subject to adjustment upon certain events, including the issuance of certain stock dividends on our common stock, certain issuance of rights or warrants subdivisions, combinations, certain distributions of capital stock, indebtedness or assets, certain cash dividends and certain issuer tender or e xchange offers. Ho wever, the con version r ate will not be adjusted for other events, such as a third-party tender or e xchange offer or an issuance of common stock for cash, that may ad verse ly affect the trading price of the Con vertible Notes or the common stock. An event that ad verse ly affects the v alue of the Con vertible Notes may occur, and that event may not result in an adjustment to the con version r ate.

T he fo r ced co n v e r sion p r o vision may materially ad v e r s e ly affect the holde r s’ r eturn on the Co n v erti b le Note s.

​

At our option, we may cause the holders to con vert all or a portion of the then outstanding principal amount of the Con vertible Notes plus accrued but unpaid interest, but e xcluding the date of such con version, at any time on or prior to the close of business on the business day immediate ly preceding the maturity date, if, following the listing of our common stock on a national securities e xchange, the closing sale price of our common stock on such national securities e xchange for any 30 consecutive trading days e xceeds 120% of the con version price, as may be adjusted. Upon such con version, we will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, per $1,000 principal amount of the Con vertible Notes, equal to the con version r ate, and a forced con version ma ke-whole payment, if an y, in cash, as described Con vertible Notes Indentur e. In this circumstance, the holders may not be a ble to rein vest the proceeds therefrom in a compar a ble security at an effective interest r ate as high as that of the Con vertible Notes.

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There is currently no public market for the Convertible Notes, and an active trading market may not develop for the Convertible Notes. The failure of a market to develop for the Convertible Notes could adversely affect the liquidity and value of the Convertible Notes.

The Con vertible Notes are a new issue of securities, and there is no existing mar ket for the Con vertible Notes. We do not intend to apply for listing of the Con vertible Notes on any securities e xchange or for quotation of the Con vertible Notes on any automated dealer quotation system. A mar ket may not de v elop for the Con vertible Notes, and there can be no assurance as to the liquidity of any mar ket that may develop for the Con vertible Notes. If an activ e, liquid mar ket does not develop for the Con vertible Notes, the mar ket price and liquidity of the Con vertible Notes may be ad verse ly affected. If any of the Con vertible Notes are traded after their initial issuance, they may trade at a discount from their initial offering price.

The liquidity of the trading mar ket, if an y, and future trading prices of the Con vertible Notes will depend on many factors, including, among other things, the price of our common stock, pre vailing interest r ates, our oper ating results, financial performance and prospects, the mar ket for similar securities and the o ver all securities mar ket, and may be ad verse ly affected by unfa vor a ble changes in these factors. Historicall y, the mar ket for con vertible debt has been subject to disruptions that ha ve caused volatility in prices. It is possible that the mar ket for the Con vertible Notes will be subject to disruptions that may ha ve a negati ve effect on the holders of the Con vertible Notes, regardless of our oper ating results, financial performance or prospects.

We ha ve agreed to file a resale registr ation statement for the Convertible Notes. Under the Convertible Notes Registration Rights Agreement, we are required to register the resale of the Convertible Notes under the Securities Act. Until such a registration statement has been declared effective, holders of the Convertible Notes may not offer or sell the Convertible Notes except pursuant to an exemption from, or in a transaction not subject to, the registr ation requirements of the Securities Act and applica ble state securities laws or pursuant to an effective registr ation statement. The SEC, ho wever, has broad discretion to determine whether any registr ation statement will be declared effective and may delay or deny the effectiveness of any such registr ation statement filed by us for a variety of reasons. Our ability to ha ve declared effective by the SEC a registr ation statement pertaining to the resale of the Con vertible Notes on a time ly basis will depend upon our ability to resolve any issues that may be raised by the SEC. No assurance can be given as to when a registr ation statement with respect to the Con vertible Notes will become effectiv e. Failure to ha ve the registr ation statement become effective could ad verse ly affect the liquidity and price of the Con vertible Notes.

T he Co n v erti b le Notes may bear the r estricted l e g end indefinitely if w e issue additional Co n v erti b le Note s.

​

The Con vertible Notes Indenture will allow us to issue additional Con vertible Notes in the future on the same terms and conditions as the Con vertible Notes offered here b y, e xcept for any differences in the issue price and interest accrued prior to the issue date of the additional Con vertible Notes; provided that if any such additional notes are not fungible with the Con vertible Notes initially offered here by for U.S. feder al income tax purposes, those additional notes will ha ve a separ ate CUSIP number. Subject to certain e xceptions, the Con vertible Notes Indenture will provide that the Con vertible Notes and any shares of common stock issued upon con version of the Con vertible Notes will bear a restricted securities legend until the date that is one year after the later of last date of original issuance of the Con vertible Notes or the last day of issuance of any additional Con vertible Notes, or such later date, if an y, as may be required by applica ble la w. We ma y, but are not required to, remo ve the restricted securities legend from any global Con vertible Notes promptly after such date. Ho wever, because the issuance of any additional Con vertible Notes would cause such date to be dela yed beyond one year after the last date of original issuance of the Con vertible Notes offered here b y, any additional Con vertible Notes that we issue at a later date will cause the remo v al of the restricted legend, if at all, to be dela yed beyond such date. As a result of the foregoing, your ability to resell in the public mar ket the Con vertible Notes and common stock issua ble upon con version of the Con vertible Notes may be dela yed, which may ad verse ly affect the size of the mar ket for these securities and pricing on re-sales.

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The accounting for convertible debt securities is subject to uncertainty.

​

The accounting for con vertible debt securities is subject to frequent scrutiny by the accounting regulatory bodies and is subject to change. We cannot predict if or when any such change could be made and any such change could ha ve an ad verse impact on our reported or future financial results. Any such impacts could ad verse ly affect the mar ket price of our common stock and in turn negatively impact the market price of the Convertible Notes.

The market value of our common stock and of the Convertible Notes may fluctuate significantly, and this may make it difficult for holders to resell the Convertible Notes or common stock issued upon conversion of the Convertible Notes when holders want or at prices holders find attractive.

​

There is currently no public mar ket for the Con vertible Notes or our common stock and there can be no assurance that a mar ket for the Con vertible Notes or our common stock will develop. In addition, the mar ket v alue and liquidity, if an y, of the mar ket for the Con vertible Notes or our common stock may be significantly affected by numerous factors, some of which are beyond our control and may not be directly related to our oper ating performance. In addition, because the Con vertible Notes are con vertible into our common stock, volatility or depressed prices for our common stock could ha ve a similar effect on the trading price of the Con vertible Notes. These factors include:

• changes in the v a lue of our port f olio of i n v estments and der i v a t iv e instruments as a r esult of changes in ma r k et factor s, such as inte r est r a te shift s, and a lso port f olio speci f ic per f o r manc e, such as port f olio compa n y default s, among other r easons;

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• changes in r egul a tory policies or tax guid e line s, particula r l y with r espect to RICs or BDCs;

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• loss of RIC or BDC st a tus;

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• distri b utions th a t e x ceed our net i n v estment income and net income as r eported acco r ding to GAAP;

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• changes in earnings or v ari a tions in ope r a ting r esults;

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• changes in accounting guid e lines g o v erning v a lu a tion of our i n v estments;

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• a n y shortf a ll in rev e n ue or net income or a n y inc r ease in losses f r om l eve ls e xpected b y i n v estors;

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• departu r e of k ey personn e l;

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• gene r a l economic t r ends and other e xtern a l factors; and

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• loss of a major funding sou r c e.

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Under the Convertible Notes Registration Rights Agreement, we ha ve agreed to file a resale registr ation statement for the Con vertible Notes and any shares of common stock to be issued upon con version of the Con vertible Notes. Under the Convertible Notes Registration Rights Agreement, we are required to register the resale of the Con vertible Notes and such shares under the Securities Act. Until any such resale registr ation statement has been declared effectiv e, holders of the Con vertible Notes and such shares may not offer or sell the Con vertible Notes and such shares e xcept pursuant to an exemption from, or in a transaction not subject to, the registr ation requirements of the Securities Act and applica ble state securities laws or pursuant to an effective registr ation statement. The SEC, ho wever, has broad discretion to determine whether any registr ation statement will be declared effective and may delay or deny the effectiveness of any such resale registr ation statement filed by us for a variety of reasons. Our ability to ha ve declared effective by the SEC a registr ation statement pertaining to the resale of the Con vertible Notes and/or any shares of common stock to be issued upon con version of the Con vertible Notes on a time ly basis will depend upon our ability to resolve any issues that may be raised by the SEC. No assurance can be given as to when any such resale registr ation statement with respect to the Con vertible Notes and/or any shares of common stock to be issued upon con version of the Con vertible Notes will become effectiv e. Failure to ha ve any such resale registr ation statement become effective could ad verse ly affect the liquidity and price of the Con vertible Notes and/or any shares of common stock issued upon con version of the Con vertible Notes, as applica ble.

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Future sales of our common stock in the public market or the issuance of securities senior to our common stock could adversely affect the trading price of our common stock and the value of the Convertible Notes and our ability to raise funds in new stock offerings.

​

Future sales of substantial amounts of our common stock or equity-related securities in the public mar ket, or the perception that such sales could occur, could ad verse ly affect the pre vailing mar ket v alue of our common stock and the v alue of the Con vertible Notes and could impair our ability to raise capital through future offerings of our securities, should we decide to offer them. No prediction can be made as to the effect that future sales of shares of common stock, or the a vailability of shares of common stock for future sale, will ha ve on the trading price of our common stock or the v alue of the Con vertible Notes.

Holders of the Convertible Notes will not be entitled to any rights with respect to our common stock, but will be subject to all changes made with respect to our common stock.

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Holders of the Con vertible Notes will not be entitled to any rights with respect to our common stock (including, without limitation, voting rights or rights to receive any dividends or other distributions on our common stock), but will be subject to all changes affecting our common stock. Holders will only be entitled to rights in respect of our common stock if and when we deliver shares of our common stock upon con version for their Con vertible Notes and, to a limited extent, under the con version r ate adjustments applica ble to the Con vertible Notes. For example, in the event that an amendment is proposed to our charter or bylaws requiring stockholder appro v al and the record date for determining the stockholders of record entitled to vote on the amendment occurs prior to a holder’s con version of Con vertible Notes, the holder will not be entitled to vote on the amendment, although the holder will nevertheless be subject to any changes in the po wers, preferences or rights of our common stock that result from such amendment.

Upon co n v e r sion of the Co n v erti b le Note s, holde r s may r ecei v e less v alua b le conside r ation than e xpected because the ma r k et v alue or net asset v alue per sha r e of our common stock may decline after holde r s e x e r cise their co n v e r sion right but befo r e w e settle our co n v e r sion o b li g ation.

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Under the Convertible Notes, a converting holder may be exposed to fluctuations in the market value or net asset value per share of our common stock during the period from the date such holder surrenders its Convertible Notes for conversion until the date we settle our conversion obligation.

Because we may satisfy our con version obligation sole ly in shares of our common stock upon con version of the Con vertible Notes, under such circumstances we will deliver shares of our common stock, together with cash for any fractional shar e, on the second business day following the rele vant con version date. Accordingl y, if the mar ket v alue or net asset v alue per share of our common stock decreases during this period, the mar ket v alue of the shares of our common stock that holders receive will be ad verse ly affected and would be less than the con version v alue of the Con vertible Notes on the con version date.

T he adjustment to the co n v e r sion r ate for Co n v erti b le Notes co n v erted in connection with a ma k e-w hole adjustment e v ent may not adequat e ly compensate holde r s for a n y lost v alue of their Co n v erti b le Notes as a r esult of such t r ansaction.

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Following a ma ke-whole adjustment event, if a holder elects to con vert its Con vertible Notes in connection with such corpor ate transaction, we will increase the con version r ate by an additional number of shares of our common stock upon con version in certain circumstances. As defined in the Convertible Notes Indenture, a make-whole adjustment event means any change of control and any termination of trading of our common stock on any national securities exchange. The increase in the con version r ate will be determined based on the date on which the ma ke-whole adjustment event occurs or becomes effective and the price paid (or deemed to be paid) per share of our common stock in the ma ke-whole adjustment event, as described in the Con vertible Notes Indentur e. The adjustment to the con version r ate for Con vertible Notes con verted in connection with a ma ke-whole adjustment event may not adequate ly compensate holders for any lost v alue of their Con vertible Notes as a result of such transaction. In addition, if the price paid (or deemed to be paid) per share of our common stock in the ma ke-whole adjustment event is greater than $20.00 per share or less than $13.01 per share (in each case, subject to adjustment), no increase in the con version r ate will be made. Moreo ver, in no event will the con version r ate per $1,000 principal amount of

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Con vertible Notes e xceed the maximum con version r ate described further in the Con vertible Notes Indentur e, which is subject to adjustment as described in such section.

Our obligation to increase the con version r ate upon the occurrence of a ma ke-whole adjustment e vent could be considered a penalty, in which case the enforceability thereof would be subject to gener al principles of reasona bleness of economic remedies.

Some significant restructuring transactions may not constitute a fundamental change, in which case we would not be obligated to offer to purchase the Convertible Notes.

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Upon the occurrence of a fundamental change, holders ha ve the right to require us to purchase their Con vertible Notes. Ho wever, the fundamental change provisions will not af ford protection to holders in the event of other transactions that could ad verse ly affect the Con vertible Notes. For example, transactions such as lever aged recapitalizations, refinancings, restructurings, or acquisitions initiated by us may not constitute a fundamental change requiring us to repurchase the Con vertible Notes. In addition, holders may not be entitled to require us to purchase their Con vertible Notes upon a fundamental change in certain circumstances in volving a significant change in the composition of our Board, or in connection with a pr oxy contest where our Board does not endorse a dissident slate of directors but appro ves them for purposes of the definition of “continuing directors” as set forth in the Con vertible Notes Indentur e. In the event of any such transaction, the holders would not ha ve the right to require us to purchase their Con vertible Notes, e ven though each of these transactions could increase the amount of our indebtedness, or otherwise ad verse ly affect our capital structure or any credit r atings, there by ad verse ly affecting the holders.

P r o visions of the Co n v erti b le Notes could discou r a g e an acquisition of us b y a thi r d part y.

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Certain provisions of the Con vertible Notes could ma ke it more dif ficult or more expensive for a third party to acquire us. Upon the occurrence of certain transactions constituting a fundamental change, holders of the Con vertible Notes will ha ve the right, at their option, to require us to purchase for cash all of their Con vertible Notes or any portion of the principal amount of such Con vertible Notes in integr al multiples of $1,000. We may also be required to increase the con version r ate in the event of certain transactions constituting a ma ke-whole adjustment event. These provisions could discour age an acquisition of us by a third party.

A d o wng r ad e, suspension or withd r a w al of the r ating assigned b y a r ating a g ency to us and/or the Co n v erti b le Note s, if a n y, could cause the ma r k et v alue of the Co n v erti b le Notes to decline significantly.

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Any credit r atings assigned to us and/or the Con vertible Notes are an assessment by r ating agencies of our ability to pay our obligations. Consequentl y, real or anticipated changes to any such credit r atings will gener ally affect the mar ket v alue of the Con vertible Notes. These credit r atings, ho wever, may not reflect the potential impact of risks related to mar ket conditions gener ally or other factors discussed herein that could impact the mar ket v alue of the Con vertible Notes.

If an in vestment grade r ating is not maintained with respect to the Con vertible Notes, additional interest of 0.75% per annum will accrue on the Con vertible Notes until such time as the Con vertible Notes ha ve received an in vestment grade r ating of “BBB-” (or its equi v alent) or better. An explanation of the significance of a credit r ating may be obtained from the r ating agency. Gener all y, r ating agencies base their r atings on such material and information, and such of their own in vestigations, studies and assumptions, as they deem appropriate. A credit r ating should be e v aluated independently from similar r atings of other securities or companies. A credit r ating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdr a w al at any time. There can be no assurance that a credit r ating will remain for any given period of time.

Conversions of the Convertible Notes will dilute the ownership interest of our existing stockholders, including holders who had previously converted their Convertible Notes, if shares of our common stock are issued upon conversions of the Convertible Notes.

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The con version of some or all of the Con vertible Notes into shares of our common stock will dilute the ownership interests of our existing stockholders. Any sales of our common stock issua ble upon such con version

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could ad verse ly affect pre vailing mar ket prices of our common stock. In addition, the existence of the Con vertible Notes may encour age short selling by mar ket participants because the con version of the Con vertible Notes could depress the mar ket price of our common stock.

If the Co n v erti b le featu r e of the Co n v erti b le Notes is deemed to be g r eater than incidental and i n v estment in the Co n v erti b le Notes b y Benefit Plan I n v esto r s is “significant” within the Plan Asset R e gulation, w e could be subject to ERISA f iduciary duties and other p r o visions of ERISA.

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Under certain circumstances, our underling assets could be treated as “plan assets” of emplo yee benefit plans subject to the Emplo yee Retirement Income Security Act of 1974, as amended (“ERISA”) or section 4975 of the Code (“Benefit Plan In vestors”). This could occur if the con vertibility feature of the Con vertible Notes were to be treated as greater than “incidental,” and, as such, the Con vertible Notes were deemed to be equity under the ERISA’s plan asset regulation (DOL Reg. section 2510.3-101 as modified by Section 3(42) of ERISA, the “Plan Asset Regulation”). If in vestment by Benefit Plan In vestors in the Con vertible Notes is “significant” and the Con vertible Notes were deemed equity interests, in each case under the Plan Asset Regulation and an e xception to the Plan Asset Regulation did not appl y, we and our management would be subject to ERISA fiduciary duties and certain transactions we might enter into, or may ha ve entered into, in the ordinary course of our business might constitute non-exempt “prohibited transactions” under section 406 of ERISA or section 4975 of the Code and might ha ve to be rescinded at significant cost to us.

If the Co n v erti b le Notes a r e issued with original issue discount and a bankruptcy petition w e r e filed b y or a g ainst u s, holde r s of the Co n v erti b le Notes may r ecei v e a lesser amount for their claim than th e y w ould ha v e been entitled to r ecei v e under the Co n v erti b le Notes Indentu r e.

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If the Con vertible Notes are issued with original issue discount and a bankruptcy petition were filed by or against us under the United States Bankruptcy Code after the issuance of the Con vertible Notes, the claim by any holder of the Con vertible Notes for the principal amount of the Con vertible Notes may be limited to an amount equal to the sum of: the original issue price for the Con vertible Notes and that portion of any original issue discount that does not constitute “unmatured interest” for purposes of the United States Bankruptcy Code.

Any original issue discount that was not amortized as of the date of the bankruptcy filing would constitute unmatured interest. Accordingl y, holders of the Con vertible Notes under these circumstances may receive a lesser amount than they would be entitled to under the terms of the Con vertible Notes Indentur e, even if suf ficient funds are a vaila ble.

Holde r s may be subject to tax if w e ma k e or fail to ma k e certain adjustments to the co n v e r sion r ate of the Co n v erti b le Note s, e v en though the holde r s did not r ecei v e a cor r esponding cash distribution.

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The con version r ate of the Con vertible Notes is subject to adjustment in certain circumstances, including the payment of cash dividends. If the con version r ate is adjusted as a result of a distribution that is taxa ble to our common stockholders, such as a cash dividend, a holder may be deemed to ha ve received a dividend subject to U.S. feder al income tax without the receipt of any cash. In addition, a failure to adjust (or to adjust adequate ly) the con version r ate after an event that increases a holder’s proportionate interest in us could be treated as a deemed taxa ble dividend to the holder. If a ma ke-whole adjustment event occurs on or prior to the business day immediate ly preceding the stated maturity date of the Con vertible Notes, under some circumstances, we will increase the con version r ate for the Con vertible Notes con verted in connection with the ma ke-whole adjustment event. Such increase may also be treated as a distribution subject to U.S. feder al income tax as a dividend. In addition, if a holder is a non-U.S. holder, such holder may be subject to U.S. feder al withholding tax in connection with such a deemed distribution. If withholding tax is paid on a holder’s behalf as a result of an adjustment to the con version r ate of the Con vertible Notes, the withholding agent may offset such payments against payments of cash and common stock on the Con vertible Notes. Holders are urged to consult their tax advisor with respect to the U.S. feder al income tax consequences resulting from an adjustment to the con version r ate of the Con vertible Notes.

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Because the Convertible Notes will initially be held in book-entry form, holders must rely on DTC’s procedures to receive communications relating to the Convertible Notes and exercise their rights and remedies.

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We will initially issue the Con vertible Notes in the form of one or more global notes registered in the name of Cede & Co., as nominee of DT C. Beneficial interests in global notes will be shown on, and transfers of global notes will be effected only through, the records maintained by DT C. Except in limited circumstances, we will not issue certificated Con vertible Notes. Accordingl y, if a holder owns a beneficial interest in a global note, then the holder will not be considered an owner or holder of the Con vertible Notes. Instead, DTC or its nominee will be the sole holder of the Con vertible Notes. Unlike persons who ha ve certificated Con vertible Notes registered in their names, owners of beneficial interests in global notes will not ha ve the direct right to act on our solicitations for consents or requests for waivers or other actions from holders. Instead, those beneficial owners will be permitted to act only to the extent that they ha ve recei ved appropriate pr oxies to do so from DTC or, if applica ble, a DTC participant. The applica ble procedures for the granting of these pr oxies may not be suf ficient to ena ble owners of beneficial interests in global notes to vote on any requested actions on a time ly basis. In addition, notices and other communications relating to the Con vertible Notes will be sent to DT C. We expect DTC to forward any such communications to DTC participants, which in turn would forward such communications to indirect DTC participants. But we can ma ke no assurances that holders time ly receive any such communications.

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U.S. F ede r al Income T ax Risks

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We cannot predict how tax reform legislation will affect us, our investments, or our stockholders, and any such legislation could adversely affect our business.

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Legislative or other actions relating to taxes could ha ve a negative effect on us. The rules dealing with U.S. feder al income taxation are constantly under review by persons in volved in the legislative process and by the Internal R evenue Service (“IRS”) and the U.S. T reasury Department. The U.S. House of Representatives and U.S. Senate passed tax reform legislation in December 2017 (the “2017 Tax Act”), which the President signed into law shortly thereafter. Such legislation made many changes to the Code, including, among other things, significant changes to the taxation of business entities, the deductibility of inte r est e xpens e, and the tax t r e a tment of c a pit al i n v estment. Such legisl a tion could signi f icant ly and neg a t i v e ly affect our ability to qualify as a RIC and ha ve ad verse U.S. feder al income tax consequences to us and our stockholders. Additionall y, the U.S. T reasury and IRS are in the process of issuing regulations and administr ative interpretations of the 2017 Tax Act, and any such regulations, interpretations, any court decisions interpreting the 2017 Tax Act or the regulations or administr ative interpretations thereunder, or any other changes in the tax laws could similar l y, significantly and negative ly affect our ability to qualify for tax treatment as a RIC or the U.S. feder al income tax consequences to us and our stockholders of such qualification, or could ha ve other ad verse consequences. Stockholders are urged to consult with their tax advisor regarding tax legislativ e, regulatory, or administr ative developments and proposals and their potential effect on an in vestment in our securities.

F or a n y period that w e do not qualify as a “pu b licly offe r ed r e gulated i n v estment compa n y,” as defined in the Cod e, U.S. stockholde r s that a r e individual s, trusts or estates will be ta x ed as though th e y r ecei v ed a distribution of some of our e xpense s.

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A “publicly offered regulated in vestment company” is a RIC whose shares are either (i) continuously offered pursuant to a public offering, (ii) regular ly traded on an esta blished securities mar ket or (iii) held by at least 500 persons at all times during the taxa ble year. No assurance can be provided that we will qualify as a publicly offered regulated in vestment company for any taxa ble year. For any period that we are not a publicly offered regulated in vestment compan y, for purposes of computing the taxa ble income of a non- corpor ate U.S. stockholder, (i) our earnings will be computed without taking into account such non-corpor ate U.S. stockholder’s alloca ble portion of our affected expenses, (ii) such non-corpor ate U.S. stockholder’s alloca ble portion of our affected expenses will be treated as an additional distribution to the stockholder, (iii) such non-corpor ate U.S. stockholder will be treated as having paid or incurred the alloca ble portion of our affected expenses for the calendar year, and (iv) such alloca ble portion of our affected expenses will be deductible by such stockholder only to the extent permitted under the limitations described belo w. For non-corpor ate U.S. stockholders, including individuals, trusts, and estates, significant limitations gener ally apply to the deductibility of certain affected expenses of a non-publicly offered regulated in vestment compan y. In particular, these expenses, which are treated as “miscellaneous itemized deductions,” are currently not deductible by individuals (and beginning in 2026, will be deductible only to the extent they e xceed 2% of such a stockholder’s adjusted gross income), and are not deductible for alternative minimum tax purposes.

We will be subject to corporate-level U.S. federal income tax if we are unable to qualify or maintain qualification as a RIC under Subchapter M of the Code.

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We intend to elect to be treated as a RIC under Subchapter M of the Code for our fiscal year ending December 31, 2020, and intend to qualify annually thereafter; ho wever, no assurance can be given that we will be a ble to qualify for and maintain RIC status. To qualify for RIC tax treatment under the Code and to be relieved of U.S. feder al taxes on income and gains distributed to our stockholders, we must meet certain requirements, including source-of-income, asset-diversification and annual distribution requirements. The annual distribution requirement applica ble to RICs is satisfied if we time ly distribute at least 90% of our net ordinary income and net short-term capital gains in e xcess of net long-term capital losses, if an y, to our stockholders on an annual basis. To the extent we use debt financing, we will be subject to certain asset co ver age r atio requirements under the 1940 Act and may be subject to financial co venants under loan and credit agreements, each of which could, under certain circumstances, restrict us from making annual distributions necessary to receive RIC tax treatment. If we are una ble to obtain cash from other sources, we may fail to qualify to be taxed as a RIC and, thus, may be subject to corpor ate-level U.S. feder al income

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tax on our entire taxa ble income without regard to any distributions made by us. In order to be taxed as a RIC, we must also meet certain asset-diversification requirements at the end of each calendar quarter. Failure to meet these tests may result in our having to dispose of certain in vestments quickly in order to pr e vent the loss of RIC status. Because most of our in vestments are in pri v ate or thinly traded public companies, any such dispositions could be made at disadvantageous prices and may result in substantial losses. If we fail to be taxed as a RIC for any reason and become subject to corpor ate-level U.S. feder al income tax, the resulting corpor ate taxes could substantially reduce our net assets, the amount of income a vaila ble for distributions to stockholders and the amount of our distributions and the amount of funds a vaila ble for new in vestments. Such a failure would ha ve a material ad verse effect on us and our stockholders.

We may have difficulty paying our required distributions if we recognize income before, or without, receiving cash representing such income.

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For U.S. feder al income tax purposes, we may be required to recognize taxa ble income in circumstances in which we do not receive a corresponding payment in cash. For example, since we will lik e ly hold debt obligations that are treated under applica ble tax rules as having OID (such as debt instruments with PIK, secondary mar ket purchases of debt securities at a discount to par, interest or, in certain cases, increasing interest r ates or debt instruments that were issued with warrants), we must include in income each year a portion of the OID that accrues o ver the life of the obligation, regardless of whether cash representing such income is received by us in the same taxa ble year. We may also ha ve to include in income other amounts that we ha ve not yet received in cash, such as unrealized appreciation for foreign currency forward contracts and deferred loan origination fees that are paid after origination of the loan or are paid in non-cash compensation such as warrants or stock. Furthermor e, we may in vest in non-U.S. corpor ations (or other non-U.S. entities treated as corpor ations for U.S. feder al income tax purposes) that could be treated under the Code and U.S. T reasury regulations as “passive foreign in vestment companies” and/or “controlled foreign corpor ations.” The rules relating to in vestment in these types of non-U.S. entities are designed to ensure that U.S. taxpa yers are either, in effect, taxed currently (or on an acceler ated basis with respect to corpor ate- level events) or taxed at increased tax r ates at distribution or disposition. In certain circumstances this could require us to recognize income where we do not receive a corresponding payment in cash.

Unrealized appreciation on deri v atives, such as foreign currency forward contracts, may be included in taxa ble income while the receipt of cash may occur in a subsequent period when the related contract expires. Any unrealized depreciation on in vestments that the foreign currency forward contracts are designed to hedge are not currently deductible for tax purposes. This can result in increased taxa ble income where by we may not ha ve suf ficient cash to pay distributions or we may opt to retain such taxa ble income and pay a 4% U.S. feder al e xcise tax. In such cases we could still re ly upon the “spillback provisions” to maintain RIC tax treatment.

We anticipate that a portion of our income may constitute OID or other income required to be included in taxa ble income prior to receipt of cash. Further, we may elect to amortize mar ket discounts with respect to debt securities acquired in the secondary mar ket and include such amounts in our taxa ble income in the current year, instead of upon disposition, as an election not to do so would limit our ability to deduct interest expenses for U.S. feder al income tax purposes. Because any OID or other amounts accrued will be included in our in vestment company taxa ble income for the year of the accrual, we may be required to ma ke a distribution to our shareholders in order to satisfy the Annual Distribution Requirement, even if we will not ha ve received any corresponding cash amount. As a result, we may ha ve dif ficulty meeting the Annual Distribution Requirement necessary to maintain RIC tax treatment under the Code. We may ha ve to sell some of our in vestments at times and/or at prices we would not consider advantageous, raise additional debt or equity capital, ma ke a partial share distribution, or forgo new in vestment opportunities for this purpose. If we are not a ble to obtain cash from other sources, and choose not to ma ke a qualifying share distribution, we may fail to qualify for RIC tax treatment and thus become subject to corpor ate-level U.S. feder al income tax.

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We may choose to pay a portion of our distributions in our own stock, in which case you may be required to pay tax in excess of the cash you receive.

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We may distribute taxa ble distributions that are pa y a ble in part in our stock. In accordance with certain applica ble T reasury regulations and a revenue procedure issued by the IRS, a RIC may treat a distribution of its own stock as fulfilling its RIC distribution requirements if each stockholder may elect to receive his or her entire distribution in either cash or stock of the RIC, subject to a limitation that the aggregate amount of cash to be distributed to all stockholders must be at least 20% (which has been temporarily reduced to 10% for distributions declared on or after April 1, 2020, and on or before December 31, 2020) of the aggregate declared distribution. If too many stockholders elect to receive cash, the cash a vaila ble for distribution must be allocated among the shareholders electing to receive cash (with the balance of the distribution paid in stock). In no event will any stockholder, electing to receive cash, receive the lesser of (a) the portion of the distribution such shareholder has elected to receive in cash or (b) an amount equal to his or her entire distribution times the percentage limitation on cash a vaila ble for distribution. If these and certain other requirements are met, for U.S. feder al income tax purposes, the amount of the dividend paid in stock will be equal to the amount of cash that could ha ve been received instead of stock. Taxa ble stockholders receiving such distributions will be required to include the full amount of the dividend as ordinary income (or as long-term capital gain or qualified dividend income to the extent such distribution is proper ly reported as such) to the extent of our current and accumulated earnings and profits for U.S. feder al income tax purposes.

As a result of receiving distributions in the form of our common stock, a U.S. stockholder may be required to pay tax with respect to such distributions in e xcess of any cash received. If a U.S. stockholder sells the stock such stockholder receives as a dividend in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the mar ket price of our stock at the time of the sale. Furthermor e, with respect to non-U.S. stockholders, we may be required to withhold U.S. feder al tax with respect to such distributions, including in respect of all or a portion of such dividend that is pa y a ble in shares of our common stock. In addition, if a significant number of our stockholders determine to sell shares of our stock in order to pay taxes o wed on distributions, it may put downward pressure on the trading price of shares of our common stock.

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General Risk Factors

We are subject to risks related to corporate social responsibility.

Our business faces increasing public scrutiny related to environmental, social and governance (“ESG”) activities. We risk damage to our brand and reputation if we fail to act responsibly in a number of areas, such as environmental stewardship, corporate governance and transparency and considering ESG factors in our investment processes. Adverse incidents with respect to ESG activities could impact the value of our brand, the cost of our operations and relationships with investors, all of which could adversely affect our business and results of operations. Additionally, new regulatory initiatives related to ESG could adversely affect our business.

Additionally, new regulatory initiatives related to ESG that are applicable to us and our portfolio companies could adversely affect our business. In May 2018, the European Commission adopted an “action plan on financing sustainable growth.” The action plan is, among other things, designed to define and reorient investment toward sustainability. The action plan contemplates establishing EU labels for green financial products; increasing disclosure requirements in the financial services sector around ESG and strengthening the transparency of companies on their ESG policies and introducing a ‘green supporting factor’ in the EU prudential rules for banks and insurance companies to incorporate climate risks into banks’ and insurance companies’ risk management policies. There is a risk that a significant reorientation in the market following the implementation of these and further measures could be adverse to our portfolio companies if they are perceived to be less valuable as a consequence of, e.g., their carbon footprint or “greenwashing” (i.e., the holding out of a product as having green or sustainable characteristics where this is not, in fact, the case). We and our portfolio companies are subject to the risk that similar measures might be introduced in other jurisdictions in the future. Additionally, compliance with any new laws or regulations increases our regulatory burden and could make compliance more difficult and expensive, affect the manner in which we or our portfolio companies conduct our businesses and adversely affect our profitability.

There are significant financial and other resources necessary to comply with the requirements of being a public entity.

We are subject to the reporting requirements of the Exchange Act and certain requirements of the Sarbanes-Oxley Act (as defined in this annual report on Form 10-K). These requirements may place a strain on our systems and resources. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting, which are discussed below. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal controls, significant resources and management oversight will be required. We have implemented procedures, processes, policies and practices for the purpose of addressing the standards and requirements applicable to public companies. These activities may divert management’s attention from other business concerns, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. We incur significant additional annual expenses related to these steps and, among other things, directors’ and officers’ liability insurance, director fees, reporting requirements of the SEC, transfer agent fees, additional administrative expenses, increased auditing and legal fees and similar expenses.

The systems and resources necessary to comply with public company reporting requirements will increase further once we cease to be an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As long as we remain an emerging growth company, we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. We will remain an emerging growth company for up to five years following an IPO or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1.07 billion, (ii) December 31 of the fiscal year that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act which would occur if the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of the last business day of our most recently completed second fiscal quarter and we have been publicly reporting for at least 12 months or (iii) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the preceding three-year period.

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We may experience fluctuations in our operating results.

We may experience fluctuations in our operating results due to a number of factors, including our ability or inability to make investments in companies that meet our investment criteria, the interest rate payable on the debt securities we acquire, the default rate on such securities, the level of our expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which we encounter competition in our markets and general economic conditions. As a result of these factors, results for any period should not be relied upon as being indicative of performance in future periods.

Changes in laws or regulations governing our operations may adversely affect our business or cause us to alter our business strategy.

We and our portfolio companies are subject to regulation at the local, state and federal level. These laws and regulations, as well as their interpretation, may change from time to time, including as the result of interpretive guidance or other directives from the U.S. President and others in the executive branch, and new laws, regulations and interpretations may also come into effect, including those governing the types of investments we or our portfolio companies are permitted to make, any of which could have a material adverse effect on our business. In particular, on July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, became law. The Dodd-Frank Act impacts many aspects of the financial services industry. Many of the provisions of the Dodd-Frank Act have been implemented, while others will still require final rulemaking by regulatory authorities. President Trump and certain members of Congress have indicated that they will seek to amend or repeal portions of the Dodd-Frank Act, among other federal laws, and drastically reduce the role of regulatory agencies, such as the Consumer Financial Protection Bureau, which may create regulatory uncertainty in the near term. While the impact of the Dodd- Frank Act, and U.S. federal tax reform legislation enacted in December 2017, on us and our portfolio companies may not be known for an extended period of time, the Dodd-Frank Act and U.S. federal tax reform, including future rules implementing its provisions and the interpretation of those rules, along with other legislative and regulatory proposals directed at the financial services industry or affecting taxation that are proposed or pending in the U.S. Congress, may negatively impact the operations, cash flows or financial condition of us or our portfolio companies, impose additional costs on us or our portfolio companies, intensify the regulatory supervision of us or our portfolio companies or otherwise adversely affect our business or the business of our portfolio companies. In addition, if we do not comply with applicable laws and regulations, we could lose any licenses that we then hold for the conduct of our business and may be subject to civil fines and criminal penalties.

Additionally, changes to the laws and regulations governing our operations, including those associated with RICs, may cause us to alter our investment strategy in order to avail ourselves of new or different opportunities or result in the imposition of corporate-level U.S. federal income taxes on us. Such changes could result in material differences to the strategies and plans set forth in this annual report on Form 10-K and may shift our investment focus from the areas of expertise of our investment professionals to other types of investments in which our investment professionals may have little or no expertise or experience. Any such changes, if they occur, could have a material adverse effect on our results of operations and the value of your investment.

Over the last several years, there also has been an increase in regulatory attention to the extension of credit outside of the traditional banking sector, raising the possibility that some portion of the non-bank financial sector will be subject to new regulation. While it cannot be known at this time whether any regulation will be implemented or what form it will take, increased regulation of non-bank credit extension could negatively impact our operations, cash flows or financial condition, impose additional costs on us, intensify the regulatory supervision of us or otherwise adversely affect our business, financial condition and results of operations.

There is uncertainty surrounding potential legal, regulatory and policy changes by new presidential administrations in the United States that may directly affect financial institutions and the global economy.

As a result of the United States presidential election, which occurred on November 3, 2020 and subsequent senate runoff elections, the Democratic Party controls the executive and legislative branches of government. Changes in federal policy, including tax policies, and at regulatory agencies occur over time through policy and personnel changes following elections, which lead to changes involving the level of oversight and focus on the financial services industry or

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the tax rates paid by corporate entities. The nature, timing and economic and political effects of potential changes to the current legal and regulatory framework affecting financial institutions remain highly uncertain. Uncertainty surrounding future changes may adversely affect our operating environment and therefore our business, financial condition, results of operations and growth prospects.

Terrorist attacks, acts of war, global health emergencies or natural disasters may impact the businesses in which we invest and harm our business, operating results and financial condition.

Terrorist acts, acts of war, global health emergencies or natur al disasters may disrupt our oper ations, as well as the oper ations of the businesses in which we in vest. Such acts ha ve created, and continue to create, economic and political uncertainties and ha ve contributed to global economic instability. Future terrorist activities, military or security oper ations, global health emergencies or natur al disasters could further wea ken the domestic/global economies and create additional uncertainties, which may negative ly impact the businesses in which we in vest directly or indirectly and, in turn, could ha ve a material ad verse impact on our business, oper ating results and financial condition. Losses from terrorist attacks, global health emergencies and natur al disasters are gener ally uninsur a ble.

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Item 1B. Unresolved Staff Comments

None.

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Item 2. Properties

We do not own any real estate or other physical properties materially important to our operations. Currently, we lease office space in Chandler, Arizona for our corporate headquarters. We believe that our office facilities are suitable and adequate for our business as it is contemplated to be conducted.

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Item 3. Legal Proceedings

We are not currently subject to any material legal proceedings, nor, to our knowledge, are any material legal proceedings threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. Furthermore, third parties may seek to impose liability on us in connection with the activities of our portfolio companies. Our business is also subject to extensive regulation, which may result in regulatory proceedings against us. While the outcome of any future legal or regulatory proceedings cannot be predicted with certainty, we do not expect that any such future proceedings will have a material effect upon our financial condition or results of operations.

Item 4. Mine Safety Disclosures

Not Applicable.

​

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Common Stock

Our common stock began trading on the Nasdaq Global Select Market on January 29, 2021 under the symbol “TRIN” in connection with our IPO of shares of our common stock. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Recent Developments — Initial Public Offering.” Shares of BDCs may trade at a market price that is less than the value of the net assets attributable to those shares. The possibility that our shares of common stock will trade at a discount from net asset value per share or at premiums that are unsustainable over the long term are separate and distinct from the risk that our net asset value per share will decrease. It is not possible to predict whether our common stock will trade at, above, or below net asset value per share. See “Item 1A. Risk Factors—Risks Related to an Investment in Our Common Stock.” On March 3, 2021, the last reported closing sales price of our common stock on the Nasdaq Global Select Market was $15.26 per share, which represented a premium of approximately 17.1% to our net asset value per share of $13.03 as of December 31, 2020.

Prior to our IPO, the shares of our common stock were offered and sold in transactions exempt from registration under the Securities Act. As such, there was no public market for shares of our common stock during the year ended December 31, 2020.

Holders

As of March 3, 2021, there were approximately 213 holders of record of our common stock, which did not include stockholders for whom shares are held in “nominee” or “street name.”

Distributions

To obtain and maintain our tax treatment as a RIC, we must, among other things, timely distribute (or be treated as distributing) in each taxable year dividends of an amount equal to at least 90% of our investment company taxable income (which includes, among other items, dividends, interest, the excess of any net short-term capital gains over net long-term capital losses, as well as other taxable income, excluding any net capital gains reduced by deductible expenses) and 90% of our net tax-exempt income (which is the excess of our gross tax-exempt interest income over certain disallowed deductions) for that taxable year. As a RIC, we generally will not be subject to corporate-level U.S. federal income tax on our investment company taxable income and net capital gains that we distribute to stockholders. In addition, to avoid the imposition of a nondeductible 4% U.S. federal excise tax, we must timely distribute (or be treated as distributing) in each calendar year an amount at least equal to the sum of: (i) 98% of our net ordinary income, excluding certain ordinary gains and losses, recognized during a calendar year; (ii) ​98.2% of our capital gain net income, adjusted for certain ordinary gains and losses, recognized for the twelve-month period ending on October 31 of such calendar year; and (iii) 100% of any income or net capital gains that we recognized in preceding years, but were not distributed in such years, and on which we paid no U.S. federal income tax.

We generally intend to make quarterly distributions and to distribute, out of assets legally available for distribution, substantially all of our available earnings, as determined by the Board in its sole discretion and in accordance with RIC requirements.

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The following table summarizes distributions declared for the year ended December 31, 2020:

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Declaration Date | ​ | Record Date | ​ | Payment Date | ​ | Per Share Amount
May 14, 2020 | ​ | May 29, 2020 | ​ | June 5, 2020 | ​ | $ | 0.22
August 12, 2020 | ​ | August 21, 2020 | ​ | September 4, 2020 | ​ | ​ | 0.27
November 12, 2020 | ​ | November 20, 2020 | ​ | December 4, 2020 | ​ | ​ | 0.27
December 22, 2020 | ​ | December 30, 2020 | ​ | January 15, 2021 | ​ | ​ | 0.27
Total | ​ | ​ | ​ | ​ | ​ | $ | 1.03

​

Distribution Reinvestment Plan

We have adopted an “opt out” distribution reinvestment plan for our stockholders. As a result, if we declare a dividend, then stockholders’ cash distributions will be automatically reinvested in additional shares of our common stock, unless they specifically “opt out” of the distribution reinvestment plan so as to receive cash distributions. Stockholders who receive distributions in the form of shares of our common stock generally are subject to the same U.S. federal income tax consequences as are stockholders who elect to receive their distributions in cash.

Sales of Unregistered Securities

During the year ended December 31, 2020, we issued a total of 271,414 shares of our common stock pursuant to our distribution reinvestment plan. On January 15, 2021, we issued 87,710 shares of our common stock in connection with the dividend declared on December 22, 2020. These issuances were not subject to the registration requirements of the Securities Act. The aggregate value of the shares of our common stock issued pursuant to our distribution reinvestment plan during the year ended December 31, 2020 was approximately $3.4 million and the value of our common shares issued in January 2021 was approximately $1.1 million.

Equity Compensation Plan Information

See “Item 10. Executive Compensation” and “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”

Information furnished under Part II. Item 5 of the Form 10-K shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act.

​

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Item 6. Selected Financial Data

The selected financial and other data as of and for the year ended December 31, 2020 and for the period August 12, 2019 (date of inception) to December 31, 2019 is derived from our consolidated financial statements that have been audited by Ernst & Young, LLP, an independent registered public accounting firm. We were formed on August 12, 2019 and commenced operations on January 16, 2020. Prior to January 16, 2020, we had no operations, except for matters relating to our formation and organization as a BDC. As a result, there are no significant financial results for comparative purposes. The selected financial and other data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes included elsewhere herein.

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ |  |  | For the Period | ​
​ | ​ | ​ | ​ | ​ | ​ | of August 12, 2019 | ​
​ | ​ | Year Ended | ​ | ​ | (date of inception) | ​
(in thousands, except share and per share amounts) | ​ | December 31, 2020 |  | ​ | to December 31, 2019 | ​
Investment income: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Interest income | ​ | $ | 51,255 | ​ | ​ | $ | — | ​
Fee income | ​ | ​ | 3,709 | ​ | ​ | ​ | — | ​
Total investment income | ​ | ​ | 54,964 | ​ | ​ | ​ | — | ​
Operating expenses: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Interest expense and other debt financing costs | ​ | ​ | 16,773 | ​ | ​ | ​ | — | ​
Compensation and benefits | ​ | ​ | 10,433 | ​ | ​ | ​ | — | ​
Professional fees | ​ | ​ | 2,283 | ​ | ​ | ​ | ​ | ​
General and administrative | ​ | ​ | 2,104 | ​ | ​ | ​ | 524 | ​
Total operating expense | ​ | ​ | 31,593 | ​ | ​ | ​ | 524 | ​
Net investment income | ​ | ​ | 23,371 | ​ | ​ | ​ | — | ​
Net realized gain/(loss) on investments | ​ | ​ | (9,403) | ​ | ​ | ​ | — | ​
Net change in unrealized appreciation (depreciation) on investments | ​ | ​ | (4,966) | ​ | ​ | ​ | — | ​
Costs related to the acquisition of Trinity Capital Holdings and Legacy Funds | ​ | ​ | (15,114) | ​ | ​ | ​ | — | ​
Net increase in net assets resulting from operations | ​ | $ | (6,112) | ​ | ​ | $ | (524) | ​
Net investment income per common share (basic and diluted) | ​ | $ | 1.29 | ​ | ​ | $ | N/M | ​
Net increase/(decrease) in net assets resulting from operations attributable to common stock per share (basic and diluted) | ​ | $ | (0.34) | ​ | ​ | $ | N/M | ​
Weighted-average shares outstanding - basic and diluted | ​ | ​ | 18,092,494 | ​ | ​ | ​ | 10 | ​
Distributions declared per common share: | ​ | $ | 1.03 | ​ | ​ | $ | n/a | ​

​

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​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ | ​ |  |  | For the Period |
​ | ​ | ​ | ​ | ​ | ​ | of August 12, 2019 | ​
​ | ​ | Year Ended | ​ | ​ | (date of inception) | ​
(dollars in thousands) | ​ | December 31, 2020 |  | ​ | to December 31, 2019 |
Balance sheet data: |  | ​ | ​ | ​ |  | ​ | ​ | ​
Investments, at value | ​ | $ | 493,651 | ​ | ​ | $ | — | ​
Cash and cash equivalents | ​ | ​ | 61,101 | ​ | ​ | ​ | — | ​
Total assets | ​ | ​ | 559,708 | ​ | ​ | ​ | 6,202 | ​
Total liabilities | ​ | ​ | 320,960 | ​ | ​ | ​ | 6,726 | ​
Total net assets | ​ | ​ | 238,748 | ​ | ​ | ​ | (524) | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Other Data: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Number of portfolio companies at period end | ​ | ​ | 80 | ​ | ​ | ​ | — | ​
Effective yield on secured loan investments (1) | ​ | ​ | 12.5 | % | ​ | ​ | — | %
Effective yield on equipment financing investments (1) | ​ | ​ | 14.9 | % | ​ | ​ | — | %
Total return based on change in NAV (2) | ​ | ​ | (6.1) | % | ​ | ​ | — | %
Total debt investments, at value | ​ | ​ | 443,219 | ​ | ​ | ​ | — | ​
Total warrant investments, at value | ​ | ​ | 17,778 | ​ | ​ | ​ | — | ​
Total equity investments, at value | ​ | ​ | 32,654 | ​ | ​ | ​ | — | ​
Unfunded commitments (3) | ​ | ​ | 116 | ​ | ​ | ​ | — | ​
Net asset value per share (4) | ​ | $ | 13.03 | ​ | ​ | $ | (52,418.20) | ​

N/M – Not Material

| (1) | Effective yield is calculated based on our average secured loan and equipment financing investments at cost at the end of each period and includes amortization of deferred fees and accretion of original issue discount, but excludes all other fee income. The weighted-average annual effective yield is higher than what an investor in shares of our common stock will realize on its investment because it does not reflect any debt investments on non-accrual status, our expenses or any sales load paid by an investor. For information on our investments on non-accrual status. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations — Portfolio Asset Quality".

| (2) | The total return equals the change in the ending net asset value over the beginning of the period price per share plus distributions paid per share during the period, divided by the beginning price assuming the distribution is reinvested on the date of issuance. The total return does not reflect any sales load that must be paid by investors.

| (3) | Amount represents unfunded commitments, which have been requested by the portfolio company and unencumbered by milestones. Amount excludes unfunded commitments which have not been requested or are not available due to the borrower having not met certain milestones.

| (4) | Based on common shares outstanding at period end.

​

​

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis or our financial condition and results of operations should be read together with the consolidated financial statements and the related notes that are included in Item 8 of Part II of this annual report on Form 10-K. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under the section entitled “Risk Factors.” Please also see the section entitled “Cautionary Note Regarding Forward-Looking Statements.”

Overview

We are a specialty lending company providing debt, including loans and equipment financings, to growth stage companies, including venture-backed companies and companies with institutional equity investors. We are an internally managed, closed-end, non-diversified management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (“the1940 Act”). We also intend to elect to be treated, and intend to qualify annually thereafter, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) for U.S. federal income tax purposes. As a BDC and a RIC, we are required to comply with certain regulatory requirements.

Our investment objective is to generate current income and, to a lesser extent, capital appreciation through our investments. We seek to achieve our investment objective by making investments consisting primarily of term loans and equipment financings and, to a lesser extent, working capital loans, equity and equity-related investments. In addition, we may obtain warrants or contingent exit fees at funding from many of our portfolio companies, providing an additional potential source of investment returns. We generally are required to invest at least 70% of our total assets in qualifying assets in accordance with the 1940 Act but may invest up to 30% of our total assets in non-qualifying assets, as permitted by the 1940 Act.

We target investments in growth stage companies, which are typically private companies, including venture-backed companies and companies with institutional equity investors. We define “growth stage companies” as companies that have significant ownership and active participation by sponsors, such as institutional investors or private equity firms, and expected annual revenues of up to $100.0 million. Subject to the requirements of the 1940 Act, we are not limited to investing in any particular industry or geographic area and seek to invest in under-financed segments of the private credit markets.

We invest in debt, including loans and equipment financings, that may have initial interest-only periods of up to 24 months and may then fully amortize over a total term of up to 60 months and are typically secured by a blanket first lien, a specific asset lien on mission critical assets, or a blanket second lien. We may also make a limited number of direct equity and equity-related investments in conjunction with our debt investments.

Our History

Trinity Capital Inc. was incorporated under the general corporation laws of the State of Maryland on August 12, 2019 and commenced operations on January 16, 2020. Prior to January 16, 2020, we had no operations, except for matters relating to our formation and organization as a BDC.

On January 16, 2020, through a series of transactions (the “Formation Transactions”), we acquired Trinity Capital Investment, LLC ( “TCI, LLC”), Trinity Capital Fund II, L.P. (“Fund II”), Trinity Capital Fund III, L.P. (“Fund III”), Trinity Capital Fund IV, L.P. (“Fund IV”) and Trinity Sidecar Income Fund, L.P. (“Sidecar Fund,” and collectively, the “Legacy Funds”) and all of their respective assets (the “Legacy Assets”), including their respective investment portfolios (the “Legacy Portfolio”), as well as Trinity Capital Holdings, LLC (“Trinity Capital Holdings”), a holding company whose subsidiaries managed and/or had the right to receive fees from certain of the Legacy Funds. In order to complete these transactions we used a portion of the proceeds from our private equity offering and private debt offering that occurred on January 16, 2020 (refer to "Item 8. Consolidated Financial Statements and Supplementary Data - Note 1. Organization and Basis of Presentation" for further discussion of these transactions).

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The Legacy Funds were merged with and into the Company, and we issued 9,183,185 shares of our common stock for an aggregate amount of approximately $137.7 million and paid approximately $108.7 million in cash to the Legacy Funds’ investors, which included the general partners/managers of the Legacy Funds (the “Legacy Investors”), to acquire the Legacy Funds and all of their respective assets, including the Legacy Portfolio. Our senior management team, led by Steven L. Brown, comprises the majority of the senior management team that managed the Legacy Funds and sourced the Legacy Portfolio.

As part of the Formation Transactions, we also acquired 100% of the equity interests of Trinity Capital Holdings for an aggregate purchase price of $10.0 million, which was comprised of 533,332 shares of our common stock, totaling approximately $8.0 million, and approximately $2.0 million in cash. In connection with the acquisition of such equity interests, the Company also assumed a $3.5 million severance related liability with respect to a former member of certain general partners of certain Legacy Funds. In connection with the acquisition of Trinity Capital Holdings, approximately $13.5 million (consisting of the aggregate purchase price and severance related liability assumed) was expensed to Costs related to the acquisition of Trinity Capital Holdings and Legacy Funds in the Consolidated Statements of Operations. As a result of the Formation Transactions, Trinity Capital Holdings became a wholly owned subsidiary of the Company.

On February 2, 2021, we completed our initial public offering of 8,006,291 shares of our common stock at a price of $14.00 per share, inclusive of the underwriters option to purchase additional shares, which was exercised in full. Our common stock began trading on the Nasdaq Global Select Market on January 29, 2021 under the symbol “TRIN.” Proceeds from this offering were primarily used to pay down a portion of our existing indebtedness outstanding under the Credit Facility.

COVID-19 Developments

In March 2020, the outbreak of COVID-19 was recognized as a pandemic by the World Health Organization. Shortly thereafter, the President of the United States declared a National Emergency throughout the United States attributable to such pandemic. The pandemic has become increasingly widespread in the United States, including in the markets in which the Company primarily operates. During the year ended December 31, 2020, and subsequent to December 31, 2020, the COVID-19 pandemic has had a significant impact on the U.S. and global economy.

We have and continue to assess the impact of the COVID-19 pandemic on our portfolio companies. We cannot predict the full impact of the COVID-19 pandemic, including its duration in the United States and worldwide, the effectiveness of governmental responses designed to mitigate strain on businesses and the economy, and the magnitude of the economic impact of the outbreak, including with respect to the travel restrictions with a view to partially or fully reopening their economies, many cities world-wide have since experienced a surge in the reported number of cases, hospitalizations and deaths related to the COVID-19 pandemic. These increases have led to the re-introduction of restrictions and business shutdowns in certain states, counties and cities in the United States and globally and could continue to lead to the re-introduction of such restrictions and business shutdowns elsewhere. Additionally, as of February 2021, travelers from the United States are not allowed to visit Canada, Australia or the majority of countries in Europe, Asia, Africa and South America. These continued travel restrictions may prolong the global economic downturn. In addition, although the Federal Food and Drug Administration authorized vaccines for emergency use starting in December 2020, it remains unclear when the restrictions that were imposed to slow the spread of the virus will be lifted entirely. The delay in distributing vaccines could lead people to continue to self-isolate and not participate in the economy at pre-pandemic levels for a prolonged period of time. Even after the COVID-19 pandemic subsides, the U.S. economy and most other major global economies may continue to experience a recession, and we anticipate our business operations could be materially adversely affected by a prolonged recession in the United States and other major markets. As such, we are unable to predict the duration of any business and supply-chain disruptions, the extent to which the COVID-19 pandemic will negatively affect our portfolio companies’ operating results or the impact that such disruptions may have on our results of operations and financial condition. Though the magnitude of the impact remains to be seen, we expect our portfolio companies and, by extension, our operating results to be adversely impacted by the COVID-19 pandemic and, depending on the duration and extent of the disruption to the operations of our portfolio companies, we expect that certain portfolio companies will experience financial distress and may possibly default on their financial obligations to us and their other capital providers. Some of our portfolio companies have significantly curtailed business operations, furloughed or laid off employees and terminated service providers, and deferred capital

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expenditures, which could impair their business on a permanent basis and additional portfolio companies may take similar actions. We continue to closely monitor our portfolio companies, which includes assessing each portfolio company’s operational and liquidity exposure and outlook; however, any of these developments would likely result in a decrease in the value of our investment in any such portfolio company. In addition, to the extent that the impact to our portfolio companies results in reduced interest payments or permanent impairments on our investments, we could see a decrease in our net investment income, which would increase the percentage of our cash flows dedicated to our debt obligations and could impact the amount of any future distributions to our stockholders.

Critical Accounting Policies

The Company’s financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and pursuant to Regulation S-X under the Securities Act of 1933, as amended (the “Securities Act”). The Company follows accounting and reporting guidance as determined by the Financial Accounting Standards Board (“FASB”), in FASB Accounting Standards Codification (“ASC”) 946, Financial Services — Investment Companies.

The preparation of our financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ materially. Valuation of investments, income recognition, realized / unrealized gains or losses and U.S. federal income taxes are considered to be our critical accounting policies and estimates. For additional information, please refer to “Note 2 - Summary of Significant Accounting Policies” in the notes to the consolidated financial statements included with this annual report on Form 10-K.

Valuation of Investments

The most significant estimate inherent in the preparation of the Company’s consolidated financial statements is the valuation of investments and the related amounts of unrealized appreciation and depreciation of investments recorded. The Company’s investments are carried at fair value in accordance with the 1940 Act and ASC 946 and measured in accordance with ASC 820, Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the observability of inputs used to measure fair value, and provides disclosure requirements for fair value measurements. ASC 820 requires the Company to assume that each of the portfolio investments is sold in a hypothetical transaction in the principal or, as applicable, most advantageous market using market participant assumptions as of the measurement date. Market participants are defined as buyers and sellers in the principal market that are independent, knowledgeable and willing and able to transact. The Company values its investments at fair value as determined in good faith by the Company’s Board of Directors (the “Board”) in accordance with the provisions of ASC 820 and the 1940 Act.

While the Board is ultimately and solely responsible for determining the fair value of the Company’s investments, the Company has engaged independent valuation firms to provide the Company with valuation assistance with respect to its investments. The Company engages independent valuation firms on a discretionary basis. Specifically, on a quarterly basis, the Company will identify portfolio investments with respect to which an independent valuation firm will assist in valuing certain investments. The Company selects these portfolio investments based on a number of factors, including, but not limited to, the potential for material fluctuations in valuation results, size, credit quality and the time lapse since the last valuation of the portfolio investment by an independent valuation firm.

Investments recorded on the Company’s Consolidated Statements of Assets and Liabilities as of December 31, 2020 are categorized based on the inputs to the valuation techniques as follows:

Level 1 — Investments whose values are based on unadjusted quoted prices for identical assets in an active market that the Company has the ability to access (examples include investments in active exchange-traded equity securities and investments in most U.S. government and agency securities).

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Level 2 — Investments whose values are based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the investment.

Level 3 — Investments whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement (for example, investments in illiquid securities issued by privately held companies). These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the investment.

Given the nature of lending to venture capital-backed growth stage companies, substantially all of the Company’s investments in these portfolio companies are considered Level 3 assets under ASC 820 because there is no known or accessible market or market indexes for these investment securities to be traded or exchanged. The Company uses an internally developed portfolio investment rating system in connection with its investment oversight, portfolio management and analysis and investment valuation procedures. This system takes into account both quantitative and qualitative factors of the portfolio companies. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may fluctuate from period to period. Because of the inherent uncertainty of valuation, these estimated values may differ significantly from the values that would have been reported had a ready market for the investments existed, and it is reasonably possible that the difference could be material.

Fair value estimates are made at discrete points in time based on relevant information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. The carrying amounts of the Company’s financial instruments, consisting of cash, investments, receivables, payables and other liabilities approximate the fair values of such items due to the short-term nature of these instruments.

Income Recognition

Interest Income

The Company recognizes interest income on an accrual basis and recognizes it as earned in accordance with the contractual terms of the loan agreement to the extent that such amounts are expected to be collected. Original issue discount (“OID”) initially includes the estimated fair value of detachable equity warrants obtained in conjunction with the origination of debt securities, and is accreted into interest income over the term of the loan as a yield enhancement based on the effective yield method. In addition, the Company may also be entitled to an end-of-term (“EOT”) fee. Debt EOT fees to be paid at the termination of the financing arrangements are accreted into interest income over the contractual life of the debt based on the effective yield method. As of December 31, 2020, Trinity Capital had an EOT payment receivable of approximately $37.9 million, which is included as a component of the cost basis of the Company’s current debt securities.

Income related to application or origination payments, net of related expenses, and generally collected in advance, includes loan commitment and facility fees for due diligence, as well as fees for transaction services rendered by the Company to borrowers. Loan and commitment fees in excess of the related expenses are amortized into interest income over the contractual life of the loan. In certain loan arrangements, warrants or other equity interests are received from the borrower as additional origination fees. The Company recognizes nonrecurring fees over the remaining term of the loan commencing in the quarter relating to specific loan modifications.

When a portfolio company pays off their outstanding indebtedness prior to the scheduled maturity date, then the acceleration of the accretion of the OID and EOT is recognized as interest income.

Fee Income

The Company recognizes one-time fee income, including, but not limited to, structuring fees, prepayment penalties, and exit fees related to a change in ownership of the portfolio company, as other income when earned. These fees are

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generally earned when the portfolio company enters into an equipment financing arrangement or pays off their outstanding indebtedness prior to the scheduled maturity.

Portfolio Composition and Investment Activity

Portfolio Composition

As of December 31, 2020, our investment portfolio had an aggregate fair value of approximately $493.7 million and was comprised of approximately $320.7 million in secured loans, $122.5 million in equipment financings, and $50.5 million in equity and equity-related investments, including warrants, across 80 portfolio companies.

A summary of the composition of our investment portfolio at cost and fair value as a percentage of total investments as of December 31, 2020 are shown in following table:

​

​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | Fair |
Type | ​ | Cost | ​ | Value |
Secured Loans |  | 65.1% | ​ | 65.0% | ​
Equipment Financings |  | 24.7% | ​ | 24.8% | ​
Equity | ​ | 6.6% | ​ | 6.6% | ​
Warrants |  | 3.6% | ​ | 3.6% | ​
Total |  | 100.0% | ​ | 100.0% | ​

​

The following table shows the composition of our investment portfolio by geographic region at cost and fair value as a percentage of total investments as of December 31, 2020. The geographic composition is determined by the location of the corporate headquarters of the portfolio company.

​

​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | Fair | ​
Geographic Region | ​ | Cost | ​ | Value | ​
United States | ​ | ​ | ​ | ​ | ​
West |  | 49.6% | ​ | 48.8% | ​
Northeast |  | 26.4% | ​ | 25.9% | ​
Midwest |  | 9.5% | ​ | 8.9% | ​
Mountain |  | 6.8% | ​ | 6.9% | ​
Southeast |  | 2.2% | ​ | 3.6% | ​
South |  | 0.1% | ​ | 0.4% | ​
Canada |  | 5.4% | ​ | 5.5% | ​
Total |  | 100.0% | ​ | 100.0% | ​

​

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Set forth below is a table showing the industry composition of our investment portfolio at cost and fair value as a percentage of total investments as of December 31, 2020:

​

​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | Fair |
Industry | ​ | Cost | ​ | Value |
Manufacturing |  | 20.8% | ​ | 20.2% | ​
Professional, Scientific, and Technical Services |  | 15.6% | ​ | 16.0% | ​
Retail Trade |  | 15.7% | ​ | 15.4% | ​
Finance and Insurance |  | 7.0% | ​ | 7.2% | ​
Information |  | 6.4% | ​ | 6.2% | ​
Rental and Leasing Services |  | 5.8% | ​ | 5.9% | ​
Utilities |  | 5.4% | ​ | 5.5% | ​
Pharmaceutical |  | 3.5% | ​ | 4.9% | ​
Wholesale Trade |  | 4.8% | ​ | 4.8% | ​
Agriculture, Forestry, Fishing and Hunting | ​ | 4.2% | ​ | 4.2% | ​
Real Estate |  | 3.5% | ​ | 3.5% | ​
Health Care and Social Assistance |  | 2.9% | ​ | 2.3% | ​
Educational Services |  | 1.9% | ​ | 2.0% | ​
Construction | ​ | 2.0% | ​ | 1.4% | ​
Administrative and Support and Waste Management and Remediation Services |  | 0.5% | ​ | 0.5% | ​
Total |  | 100.0% | ​ | 100.0% | ​

​

As of December 31, 2020, our debt investments had a weighted average time to maturity of approximately 3.0 years. Additional information regarding our portfolio is set forth in the schedule of investments and the related notes thereto included with this annual report on Form 10-K.

Investment Activity

During the year ended December 31, 2020, in addition to $417.0 million in investments we acquired in connection with the Formation Transactions, we made an aggregate of approximately $144.3 million of investments in 18 new portfolio companies and approximately $95.7 million of investments in 18 existing portfolio companies. During the year ended December 31, 2020, we received an aggregate of $160.9 million in proceeds from repayments of our investments including proceeds of approximately $108.8 million from early repayments.

The following table provides a summary of the changes in the investment portfolio for the year ended December 31, 2020 (in thousands):

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Year Ended
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | December 31, 2020
Fair Value as of January 1, 2020 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | —
Formation Transactions acquisitions | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 417,023
Purchases | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 238,564
Non-cash conversion | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 1,263
Proceeds from Paydowns and Sales | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (52,111)
Proceeds from early repayments | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (108,790)
Amortization and Accretion | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 11,788
Net Realized Gain (Loss) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (9,403)
Third Party Participation (1) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 283
Change in Unrealized Appreciation (Depreciation) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (4,966)
Fair Value as of December 31, 2020 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | 493,651

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(1) | Certain third parties have rights to 17,485 shares of Nanotherapeutics common stock at a fair value of approximately $0.6 million as of December 31, 2020. The activity related to these shares and the related liability is recorded against unrealized appreciation/(depreciation).

The level of our investment activity can vary substantially from period to period depending on many factors, including the amount of debt, including loans and equipment financings, and equity capital required by growth stage companies, the general economic environment and market conditions, including as a result of the COVID-19 pandemic, and the competitive environment for the types of investments we make.

Portfolio Asset Quality

Our portfolio management team uses an ongoing investment risk rating system to characterize and monitor our outstanding loans and equipment financings. Our portfolio management team monitors and, when appropriate, recommends changes to the investment risk ratings. Our Investment Committee reviews the recommendations and/or changes to the investment risk ratings, which are submitted on a quarterly basis to the Board and its Audit Committee.

For our investment risk rating system, we review seven different criteria and, based on our review of such criteria, we assign a risk rating on a scale of 1 to 5, as set forth in the following illustration.

The following table shows the distribution of our loan and equipment financing investments on the 1 to 5 investment risk rating scale range at fair value as of December 31, 2020 (dollars in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | Investments at |  | Percentage of |
Investment Risk Rating Scale Range | ​ | Designation | ​ | Fair Value | ​ | Total Portfolio |
4.0 - 5.0 | ​ | Very Strong Performance | ​ | $ | 92,519 |  | 20.9% | ​
3.0 - 3.9 | ​ | Strong Performance | ​ |  | 212,969 |  | 48.0% | ​
2.0 - 2.9 | ​ | Performing | ​ |  | 116,895 |  | 26.4% | ​
1.6 - 1.9 | ​ | Watch | ​ |  | 19,230 |  | 4.3% | ​
1.0 - 1.5 | ​ | Default/Workout | ​ |  | 1,606 |  | 0.4% | ​
Total | ​ | ​ | ​ | $ | 443,219 |  | 100.0% | ​

​

As of December 31, 2020, our loan and equipment financing investments had a weighted average risk rating score of 3.2.

Debt Investments on Non-Accrual Status

When a debt security becomes 90 days or more past due, or if our management otherwise does not expect that principal, interest, and other obligations due will be collected in full, we will generally place the debt security on non-

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accrual status and cease recognizing interest income on that debt security until all principal and interest due has been paid or we believe the borrower has demonstrated the ability to repay its current and future contractual obligations. Any uncollected interest is reversed from income in the period that collection of the interest receivable is determined to be doubtful. However, we may make exceptions to this policy if the investment has sufficient collateral value and is in the process of collection.

As of December 31, 2020, loans to three portfolio companies were on non-accrual status with a total cost of approximately $3.4 million, and a total fair market value of approximately $2.2 million, or 0.5%, of the fair value of the Company’s investment portfolio.

Results of Operations

The following discussion and analysis of our results of operations encompasses our consolidated results for the year ended December 31, 2020. We were formed on August 12, 2019 and commenced operations on January 16, 2020. Prior to January 16, 2020, we had no operations, except for matters relating to our formation and organization as a BDC. As a result, there are no significant financial results for comparative purposes.

Investment Income

The following table sets forth the components of investment income (in thousands):

​ | ​ | ​ | ​
​ | ​ | Year Ended
​ |  | December 31, 2020
Stated interest income | ​ | $ | 38,179
Amortization of original issue discount | ​ |  | 10,750
Acceleration of amortization of original issue discount | ​ | ​ | 2,326
Prepayment penalty and related fees | ​ | ​ | 2,032
Other fee income | ​ | ​ | 1,677
Total investment income | ​ | $ | 54,964

​

We generate revenues primarily in the form of investment income from the investments we hold, generally in the form of interest income from our debt securities. Investment income represents interest income recognized as earned in accordance with the contractual terms of the loan agreement. Interest income from original issue discount (“OID”) represents the estimated fair value of detachable equity warrants obtained in conjunction with the origination of debt securities, including loans and equipment financings and is accreted into interest income over the term of the loan as a yield enhancement. Interest income from payment-in-kind (“PIK”) represents contractually deferred interest added to the loan balance recorded on an accrual basis to the extent such amounts are expected to be collected.

Loan and commitment fees in excess of related expenses are amortized into interest income over the contractual life of the loan. The Company also recognizes certain fees as one-time fee income, including, but not limited to, prepayment penalties, fees related to select covenant default, late-payment fees, structuring fees and exit fees related to a change in ownership of the portfolio company.

For the year ended December 31, 2020, total investment income was approximately $55.0 million, which represents an approximate effective yield of 14.0% on the average investments during such period.

Operating Expenses

Our operating expenses are comprised of interest and fees on our borrowings, employee compensation and general and administrative expenses. Our operating expenses totaled approximately $31.6 million for the year ended December 31, 2020.

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Interest and Fees on our Borrowings

Interest and fees on our borrowings totaled approximately $16.8 million for the year ended December 31, 2020, which is primarily comprised of interest and fees related to the Credit Facility, the 2025 Notes and the Convertible Notes. We had a weighted average cost of debt, comprised of interest and fees, of approximately 6.6% for the year ended December 31, 2020.

Employee Compensation and Benefits

Employee compensation and benefits totaled approximately $10.4 million for the year ended December 31, 2020. As of December 31, 2020, the Company had 34 employees.

The Board has approved the 2019 Trinity Capital Inc. Long-Term Incentive Plan and the Trinity Capital Inc. 2019 Non-Employee Director Restricted Stock Plan, each to be effective upon receipt of exemptive relief from the SEC and stockholder approval of such plans. We have applied for an exemptive order from the SEC to permit us to issue certain securities under such plans. If such exemptive relief and stockholder approval are obtained, the Compensation Committee may award such securities in such amounts and on such terms as the Compensation Committee determines and consistent with any exemptive order the SEC may issue and the terms of such plans, as applicable. The SEC is not obligated to grant an exemptive order to allow this practice and will do so only if it determines that such practice is consistent with stockholder interests and does not involve overreaching by management or our Board. We cannot provide any assurance that we will receive such exemptive relief from the SEC or such stockholder approval.

Professional Fees Expenses

Professional fees expenses include legal fees, accounting fees, third-party valuation fees, and talent acquisition fees. Our professional fees expenses totaled approximately $2.3 million for the year ended December 31, 2020.

General and Administrative Expenses

General and administrative expenses include insurance premiums, rent, taxes and other various expenses related to our ongoing operations. Our general and administrative expenses totaled approximately $2.1 million for the year ended December 31, 2020.

Net Investment Income

As a result of approximately $55.0 million in total investment income as compared to approximately $31.6 million in total expenses, net investment income for the year ended December 31, 2020 was approximately $23.4 million or $1.29 per share.

Net Realized Gains and Losses

Realized gains or losses are measured by the difference between the net proceeds from the sale or redemption of an investment or a financial instrument and the cost basis of the investment or financial instrument, without regard to unrealized appreciation or depreciation previously recognized, and includes investments written-off during the period. For the year ended December 31, 2020, we realized net losses on investments of approximately $9.4 million primarily related to the exit of two loans during the year.

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The net realized gains (losses) from the sales, repayments, or exits of investments were comprised of the following (in thousands):

​

​ | ​ | ​ | ​
​ | ​ | Year Ended
​ |  | December 31, 2020
Net realized gain (loss) on investments: | ​ | ​ |
Gross realized gains | ​ | $ | 1,350
Gross realized losses | ​ |  | (10,753)
Total net realized gains/(losses) on investments | ​ | $ | (9,403)

​

Net Change in Unrealized Appreciation / (Depreciation) from Investments

Net change in unrealized appreciation (depreciation) from investments primarily reflects the net change in the fair value of the investment portfolio and financial instruments and the reclassification of any prior period unrealized appreciation or depreciation on exited investments and financial instruments to realized gains or losses.

Net unrealized appreciation and depreciation on investments is comprised of the following (in thousands):

​

​ | ​ | ​ | ​
​ | ​ | Year Ended
​ |  | December 31, 2020
Gross unrealized appreciation | ​ | $ | 15,162
Gross unrealized depreciation | ​ |  | (19,845)
Third party participation (1) | ​ | ​ | (283)
Net unrealized appreciation/depreciation reclassified related to net realized gains or losses (2) | ​ |  | —
Total net unrealized gains (losses) on investments | ​ | $ | (4,966)

(1) | Certain third parties have rights to 17,485 shares of Nanotherapeutics common stock at a fair value of approximately $0.6 million as of December 31, 2020. The activity related to these shares and the related liability is recorded against unrealized appreciation (depreciation).

(2) | Investments were recorded at their fair values in the Formation Transactions on January 16, 2020, therefore no reclassification of unrealized appreciation (depreciation) was recorded during the year ended December 31, 2020.

The changes in net unrealized appreciation/(depreciation) from investments during the year ended December 31, 2020 consisted of the following (in thousands):

​

​ | ​ | ​ | ​
​ |  | Net Unrealized
​ | ​ | Appreciation
Portfolio Company |  | (Depreciation)
Nanotherapeutics, Inc. | ​ | $ | 6,976
Hospitalists Now, Inc. | ​ |  | 1,314
Instart Logic, Inc. | ​ |  | 978
GrubMarket, Inc. | ​ |  | 960
Lucidworks, Inc. | ​ |  | 703
Birchbox, Inc. | ​ | ​ | (1,335)
Untuckit, Inc. | ​ | ​ | (1,867)
Project Frog, Inc. | ​ | ​ | (2,915)
Workwell Prevention & Care Inc. | ​ |  | (2,977)
Atieva, Inc. | ​ |  | (3,021)
Other, net | ​ |  | (3,782)
Total | ​ | $ | (4,966)

​

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Financial Condition, Liquidity and Capital Resources

Our liquidity and capital resources are generated primarily from the net proceeds of offerings of our securities, including the Private Offerings, borrowings under the Credit Facility, the Convertible Notes offering and cash flows from our operations, including investment sales and repayments, as well as income earned on investments and cash equivalents. Our primary use of our funds includes investments in portfolio companies, payments of interest on our outstanding debt, and payments of fees and other operating expenses we incur. We also expect to use our funds to pay distributions to our stockholders. We have used, and expect to continue to use, our borrowings, including under the Credit Facility or any future credit facility, and proceeds from the turnover of our portfolio to finance our investment objectives and activities.

We may, from time to time, enter into additional credit facilities, increase the size of our existing Credit Facility, or issue additional securities in private or public offerings. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions, and other factors.

For the year ended December 31, 2020, we experienced a net increase in cash and cash equivalents in the amount of $61.1 million, which is the net result of $211.3 million of cash provided by our financing activities offset by $58.2 million of cash used in our operating activities and $92.0 million used in investing activities.

The $58.2 million of net cash used in our operating activities resulted primarily from the $239.8 million of cash used for the purchase of investments partially offset by cash proceeds totaling $160.9 million from the sales and repayments of debt and equity investments. The $92.0 million used in investing activities was primarily related to $89.5 million used for the acquisition of the Legacy Funds in the Formation Transactions, $2.2 million used in the acquisition of Trinity Capital Holdings and $0.3 million for the acquisition of capital assets.

During the year ended December 31, 2020, net cash provided by financing activities of $211.3 million was primarily provided from proceeds from the issuance of our common stock of $125.0 million, proceeds of $125.0 million from the issuance of our 2025 Notes, and net proceeds of $48.7 million from the issuance of our Convertible Notes, partially offset by net repayments under our Credit Facility of $55.0 million and distributions paid of $10.4 million.

As of December 31, 2020, we had $86.7 million in available liquidity, including $44.7 million in unrestricted cash and cash equivalents. We had available borrowing capacity of $42.0 million under the Credit Facility, subject to its terms and regulatory requirements. We primarily invest cash on hand in interest bearing deposit accounts. As of December 31, 2020, we had approximately $16.4 million of restricted cash which consists of approximately $15.7 million related to the Credit Facility covenants, and approximately $0.7 million held in escrow related to the payout of a settlement with a former member of certain general partners of certain of the Legacy Funds.

In January 2020, in connection with the Formation Transactions, we became a party to, and assumed, the Credit Facility through our wholly owned subsidiary, Trinity Funding 1, LLC. The Credit Facility matures on January 8, 2022, unless extended, and we have the ability to borrow up to an aggregate of $300.0 million. In addition, borrowings under the Credit Facility are subject to floating interest rates based on LIBOR, generally bearing interest at a rate of the three-month LIBOR plus 3.25%. During the year ended December 31, 2020, we repaid approximately $85.0 million and borrowed an additional $30.0 million under the Credit Facility. As of December 31, 2020, approximately $135.0 million was outstanding under the Credit Facility.

In January 2020, we completed the Private Common Stock Offering in reliance upon the available exemptions from the registration requirements of the Securities Act, pursuant to which we issued and sold 8,333,333 shares of our common stock for aggregate gross proceeds of approximately $125.0 million. A portion of the proceeds of the Private Common Stock Offering were used to complete the Formation Transactions and repay a portion of the outstanding borrowings under the Credit Facility.

In January 2020, concurrent with the completion of the Private Common Stock Offering, we completed the 144A Note Offering in reliance upon the available exemptions from the registration requirements of the Securities Act, pursuant to which we issued and sold $125.0 million in aggregate principal amount of the unsecured 2025 Notes

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that mature on January 16, 2025, unless repurchased or redeemed in accordance with their terms prior to such date and bear interest at a fixed rate of 7.00% per year payable quarterly on March 15, June 15, September 15 and December 15 of each year. A portion of the proceeds of the 144A Note Offering were used to complete the Formation Transactions and repay a portion of the outstanding borrowings under the Credit Facility. Aggregate estimated offering expenses in connection with the transaction, including the fees and commissions, were approximately $4.8 million. As of December 31, 2020, we had $125 million in aggregate principal amount of 2025 Notes outstanding.

In December 2020, we issued $50.0 million in aggregate principal amount of the Convertible Notes. The sale generated net proceeds of $47.0 million, including $1.7 million of debt issuance costs and $1.3 million of original issue discount. The Convertible Notes bear interest at a rate of 6.00% per year, payable semiannually in arrears on May 1 and November 1, of each year. The Convertible Notes mature on December 11, 2025, unless earlier converted by noteholders or purchased by the Company at the noteholders option upon the occurrence of a fundamental change, as defined in the indenture governing the Convertible Notes. As of December 31, 2020, we had $50.0 million in aggregate principal amount of Convertible Notes outstanding.

Refer to “Item 8. Financial Statements and Supplementary Data – Note 5 – Borrowings” included in the notes to our consolidated financial statements appearing elsewhere in this report for a discussion of our borrowings.

Reduced Asset Coverage Requirements

In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to incur borrowings, issue debt securities or issue preferred stock, if immediately after the borrowing or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 150%. On September 27, 2019, the Board, including a “required majority” (as such term is defined in Section 57(o) of the 1940 Act) and our initial stockholder approved the application to us of the 150% minimum asset coverage ratio set forth in Section 61(a)(2) of the 1940 Act. As a result, effective September 28, 2019, the asset coverage ratio under the 1940 Act applicable to us decreased from 200% to 150%, permitting us to potentially borrow $2 for investment purposes of every $1 of investor equity. As of December 31, 2020, our asset coverage ratio was approximately 177.0% and our asset coverage ratio per unit was approximately $1,770.

Commitments and Off-Balance Sheet Arrangements

Other than contractual commitments with respect to our portfolio companies and other legal contingencies incurred in the normal course of our business, we do not have any off-balance sheet financings or liabilities as of December 31, 2020.

The Company’s commitments and contingencies consist primarily of unfunded commitments to extend credit in the form of loans to the Company’s portfolio companies. A portion of these unfunded contractual commitments as of December 31, 2020 are dependent upon the portfolio company reaching certain milestones before the debt commitment becomes available. Furthermore, the Company’s credit agreements with its portfolio companies generally contain customary lending provisions that allow the Company relief from funding obligations for previously made commitments in instances where the underlying portfolio company experiences materially adverse events that affect the financial condition or business outlook for the company. Since a portion of these commitments may expire without being withdrawn, unfunded contractual commitments do not necessarily represent future cash requirements. As such, the Company’s disclosure of unfunded contractual commitments includes only those which are available at the request of the portfolio company and unencumbered by milestones. As of December 31, 2020, the Company had outstanding unfunded commitments of approximately $0.1 million to one portfolio company, Dandelion, Inc. The Company will fund its future unfunded commitments from the same sources it uses to fund its investment commitments that are funded at the time they are made (which are typically through existing cash and cash equivalents and borrowings under the Credit Facility).

In the normal course of business, the Company enters into contracts that provide a variety of representations and warranties, and general indemnifications. Such contracts include those with certain service providers, brokers and trading counterparties. Any exposure to the Company under these arrangements is unknown as it would involve future

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claims that may be made against the Company; however, based on the Company’s experience, the risk of loss is remote and no such claims are expected to occur. As such, the Company has not accrued any liability in connection with such indemnifications.

Contractual Obligations

A summary of our contractual payment obligations as of December 31, 2020, is as follows:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Payments Due by Period |  |  | ​
​ | ​ | Less than 1 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | year |  | 1 - 3 years |  | 4 - 5 years |  | After 5 years |  | Total
Credit Facility (2) | ​ | $ | — | ​ | $ | 135,000 | ​ | $ | — | ​ | $ | — | ​ | $ | 135,000
7.00% Notes |  | ​ | — |  | ​ | — |  | ​ | 125,000 |  | ​ | — |  | ​ | 125,000
Convertible Notes | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 50,000 | ​ | ​ | — | ​ | ​ | 50,000
Operating Leases (1) |  | ​ | 225 |  | ​ | 845 |  | ​ | 751 | ​ | ​ | 1,619 |  | ​ | 3,440
Total Contractual Obligations | ​ | $ | 225 | ​ | $ | 135,845 | ​ | $ | 175,751 | ​ | $ | 1,619 | ​ | $ | 313,440

(1) | Relates to lease for the Company's office, which expires on July 31, 2022 and is subject to a five-year extension option, plus the lease the Company signed for a new space in downtown Phoenix, Arizona with an estimated commencement date in mid-2021. The Company has recorded the current lease as a right-of-use asset and lease liability in its financial statements, and will record the new lease as such upon its commencement date in mid-2021. No right of use asset or corresponding lease liability has been recorded on the new lease as the lease has not commenced.

(2) | On February 3, 2021, we repaid $90.0 million under the Credit Facility from proceeds received from the initial public offering of our common stock. See “Recent Developments.”

Distributions

We intend to pay quarterly distributions to our stockholders out of assets legally available for distribution. All distributions will be paid at the discretion of the Board and will depend on our earnings, financial condition, maintenance of our tax treatment as a RIC, compliance with applicable BDC regulations and such other factors as the Board may deem relevant from time to time.

The following table summarizes our cash distributions per share that have been authorized by the board. All distributions represent ordinary income as the Company’s taxable earnings exceeded distributions.

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Declaration Date | ​ | Record Date | ​ | Payment Date | ​ | Per Share Amount
May 14, 2020 | ​ | May 29, 2020 | ​ | June 5, 2020 | ​ | $ | 0.22
August 12, 2020 | ​ | August 21, 2020 | ​ | September 4, 2020 | ​ | ​ | 0.27
November 12, 2020 | ​ | November 20, 2020 | ​ | December 4, 2020 | ​ | ​ | 0.27
December 22, 2020 | ​ | December 30, 2020 | ​ | January 15, 2021 | ​ | ​ | 0.27
Total | ​ | ​ | ​ | ​ | ​ | $ | 1.03

​

Related Party Transactions

As discussed herein, the Legacy Funds were merged with and into the Company and we issued 9,183,185 shares of our common stock at $15.00 per share for a total value of approximately $137.7 million and paid approximately $108.7 million in cash to the Legacy Investors, which include the general partners/managers of the Legacy Funds. In addition, as part of the Formation Transactions, we acquired 100% of the equity interests of Trinity Capital Holdings for shares of our common stock and cash. Members of our management, including Steven L. Brown, Kyle Brown, Gerald Harder and Ron Kundich, owned 100% of the equity interests in Trinity Capital Holdings and controlling interests in the general partners/managers of the Legacy Funds.

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As a result of the Formation Transactions, Messrs. S. Brown, K. Brown, Harder and Kundich collectively received (i) 533,332 shares of the Company’s common stock valued at approximately $8.0 million and approximately $2.0 million in cash in exchange for their equity interests in Trinity Capital Holdings, and (ii) 377,441 shares of the Company’s common stock valued at approximately $5.7 million for their limited partner and general partner interests in the Legacy Funds.

We have entered into indemnification agreements with our directors and executive officers. The indemnification agreements are intended to provide our directors and executive officers with the maximum indemnification permitted under Maryland law and the 1940 Act. Each indemnification agreement provides that we shall indemnify the director or executive officer who is a party to the agreement, or an “Indemnitee,” including the advancement of legal expenses, if, by reason of his or her corporate status, the Indemnitee is, or is threatened to be, made a party to or a witness in any threatened, pending, or completed proceeding, to the maximum extent permitted by Maryland law and the 1940 Act.

Recent Developments

Initial Public Offering

On February 2, 2021, the Company completed its initial public offering of 8,006,291 shares of its common stock at a price of $14.00 per share, inclusive of the underwriters option to purchase additional shares with net proceeds of approximately $105.4 million. The Company’s shares of common stock began trading on the Nasdaq Global Select Market on January 29, 2021 under the symbol “TRIN.” Proceeds from this offering were primarily used to pay down a portion of our existing indebtedness under the Credit Facility.

Credit Facility Paydown

On February 3, 2021, the Company repaid $90.0 million of its existing indebtedness under the Credit Facility using proceeds from its initial public offering. As of March 4, 2021, the Company had $45.0 million in borrowings outstanding under the Credit Facility.

​

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Uncertainty with respect to the economic effects of the COVID-19 pandemic has introduced significant volatility in the financial markets, and the effect of the volatility could materially impact our market risks, including those listed below. We are subject to financial market risks, including valuation risk and interest rate risk.

Valuation Risk

Our investments may not have a readily available market price, and we value these investments at fair value as determined in good faith by the Board of Directors in accordance with our valuation policy. There is no single standard for determining fair value in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may fluctuate from period to period, including as a result of the impact of the COVID-19 pandemic on the economy and financial and capital markets. Because of the inherent uncertainty of valuation, these estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and it is possible that the difference could be material.

Interest Rate Risk

Interest rate sensitivity and risk refer to the change in earnings that may result from changes in the level of interest rates. To the extent that we borrow money to make investments, including under the Credit Facility or any future financing arrangement, our net investment income will be affected by the difference between the rate at which we

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borrow funds and the rate at which we invest these funds. In periods of rising interest rates, our cost of borrowing funds would increase, which may reduce our net investment income. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.

As of December 31, 2020, approximately 25.3% of our debt investments at fair value represented floating-rate investments based on PRIME, and approximately 74.7% of our debt investments at fair value represented fixed-rate investments. In addition, borrowings under the Credit Facility are subject to floating interest rates based on LIBOR, generally bearing interest at a rate of the three-month LIBOR plus 3.25%.

Based on our Consolidated Statements of Operations as of December 31, 2020, the following table shows the annualized impact on net income of hypothetical base rate changes in the PRIME rate on our debt investments (considering interest rate floors for floating rate instruments) and the hypothetical base rate changes in the three-month LIBOR on our Credit Facility and there are no changes in our investment and borrowing structure (in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Interest |  | Interest |  | Net
​ | ​ | Income | ​ | Expense | ​ | Income/(Loss)
Up 300 basis points | ​ | $ | 2,656 | ​ | $ | 4,050 | ​ | $ | (1,394)
Up 200 basis points | ​ | $ | 1,523 | ​ | $ | 2,700 | ​ | $ | (1,177)
Up 100 basis points | ​ | $ | 603 | ​ | $ | 1,350 | ​ | $ | (747)
Down 100 basis points | ​ | $ | — | ​ | $ | (292) | ​ | $ | 292
Down 200 basis points | ​ | $ | — | ​ | $ | (292) | ​ | $ | 292
Down 300 basis points | ​ | $ | — | ​ | $ | (292) | ​ | $ | 292

​

Currency Risk

In addition, any investments we make that are denominated in a foreign currency will be subject to risks associated with changes in currency exchange rates. These risks include the possibility of significant fluctuations in the foreign currency markets, the imposition or modification of foreign exchange controls and potential illiquidity in the secondary market. These risks will vary depending upon the currency or currencies involved. As of December 31, 2020, we had one foreign domiciled portfolio. Our exposure to currency risk related to this investment is minimal as payments from such portfolio company are received in U.S. dollars. No other investments as of December 31, 2020 were subject to currency risk.

Hedging

We do not currently engage in any hedging activities. However, we may, in the future, hedge against interest rate and currency exchange rate fluctuations by using standard hedging instruments such as futures, options and forward contracts subject to the requirements of the 1940 Act. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates with respect to our portfolio of investments with fixed interest rates. We may also borrow funds in local currency as a way to hedge our non-U.S. denominated investments.

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Item 8. Consolidated Financial Statements and Supplementary Data

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm | Error! Bookmark not defined.
Consolidated Statements of Assets and Liabilities as of December 31, 2020 and December 31, 2019 | 96
Consolidated Statements of Operations for the Year Ended December 31, 2020 and the period August 12, 2019 (date of inception) to December 31, 2019 | 97
Consolidated Statements of Changes in Net Assets for the Year Ended December 31, 2020 and the period August 12, 2019 (date of inception) to December 31, 2019 | 98
Consolidated Statement of Cash Flows for the Year Ended December 31, 2020 and the period August 12, 2019 (date of inception) to December 31, 2019 | 99
Consolidated Schedule of Investments as of December 31, 2020 | 101
Notes to Consolidated Financial Statements | 115

​

​

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Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Trinity Capital Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated statement of assets and liabilities of Trinity Capital Inc. (the Company), including the consolidated schedule of investments, as of December 31, 2020 and the statement of assets and liabilities as of December 31, 2019, the related consolidated statements of operations, changes in net assets and cash flows for the year ended December 31, 2020 and for the period August 12, 2019 (date of inception) to December 31, 2019, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations, changes in its net assets, and its cash flows for the year ended December 31, 2020 and for the period August 12, 2019 (date of inception) to December 31, 2019, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

​

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

​

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of the Company’s internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

​

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of investments owned as of December 31, 2020, by correspondence with the underlying investee companies, or by other appropriate auditing procedures where confirmation was not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

​

/s/ Ernst & Young LLP

​

We have served as the Company’s auditor since 2019.

​

Los Angeles, California

March 4, 2021

​

​

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TRINITY CAPITAL INC.

Consolidated Statements of Assets and Liabilities

(In thousands, except share and per share data)

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | December 31, |  | December 31,
​ | ​ | 2020 | ​ | 2019
​ |  | ​ | ​ | ​ | ​
ASSETS |  | ​ |  |  | ​ |
Investments at fair value: |  | ​ |  |  | ​ |
Control investments (cost of $57,072 and $0, respectively) | ​ | $ | 48,730 | ​ | $ | —
Affiliate investments (cost of $20,653 and $0, respectively) | ​ |  | 27,650 | ​ |  | —
Non-control / Non-affiliate investments (cost of $420,611 and $0, respectively) | ​ |  | 417,271 | ​ |  | —
Total investments (cost of $498,336 and $0, respectively) | ​ |  | 493,651 | ​ |  | —
Cash and cash equivalents | ​ |  | 44,656 | ​ |  | —
Restricted cash | ​ |  | 16,445 | ​ |  | —
Interest receivable | ​ |  | 3,468 | ​ |  | —
Deferred financing costs | ​ |  | — | ​ |  | 3,525
Deferred offering costs | ​ |  | — | ​ |  | 2,677
Prepaid expenses | ​ |  | 744 | ​ |  | —
Other assets | ​ |  | 744 | ​ |  | —
Total assets | ​ | $ | 559,708 | ​ | $ | 6,202
​ | ​ |  |  | ​ |  |
LIABILITIES | ​ |  |  | ​ |  |
Credit facility, net of $2,107 and $0, respectively, of unamortized deferred financing costs | ​ | $ | 132,893 | ​ | $ | —
Notes payable, net of $4,697, and $0, respectively, of unamortized deferred financing costs | ​ |  | 120,303 | ​ |  | —
Convertible notes payable, net of $3,448, and $0, respectively, of unamortized deferred financing costs and discount | ​ | ​ | 46,552 | ​ | ​ | ​
Accounts payable and accrued liabilities | ​ |  | 7,309 | ​ |  | 5,668
Due to related party | ​ |  | — | ​ |  | 1,058
Distribution payable | ​ | ​ | 4,947 | ​ | ​ | ​
Other liabilities | ​ |  | 8,956 | ​ |  | —
Total liabilities | ​ |  | 320,960 | ​ |  | 6,726
​ | ​ |  |  | ​ |  |
Commitments and contingencies (Note 6) | ​ |  |  | ​ |  |
​ | ​ |  |  | ​ |  |
NET ASSETS | ​ |  |  | ​ |  |
Common stock, $0.001 par value per share (200,000,000 authorized, 18,321,274 and 10 shares issued and outstanding as of December 31, 2020 and December 31, 2019, respectively) | ​ |  | 18 | ​ |  | —
Paid-in capital in excess of par | ​ |  | 263,366 | ​ |  | —
Distributable earnings/(accumulated loss) | ​ |  | (24,636) | ​ |  | (524)
Total net assets | ​ |  | 238,748 | ​ |  | (524)
Total liabilities and net assets | ​ | $ | 559,708 | ​ | $ | 6,202
NET ASSET VALUE PER SHARE | ​ | $ | 13.03 | ​ | $ | (52,418.20)

​

See accompanying notes to consolidated financial statements.

​

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TRINITY CAPITAL INC.

Consolidated Statements of Operations

(In thousands, except share and per share data)

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ | ​ | ​ | For the Period
​ | ​ | For the | ​ | of August 12, 2019
​ | ​ | Year Ended | ​ | (date of inception)
​ |  | December 31, 2020 |  | to December 31, 2019
INVESTMENT INCOME: |  | ​ |  | ​ | ​ |
Interest income: |  | ​ |  | ​ | ​ |
Control investments | ​ | $ | 3,661 | ​ | $ | —
Affiliate investments | ​ |  | 1,191 | ​ |  | —
Non-Control / Non-Affiliate investments | ​ |  | 46,403 | ​ |  | —
Total interest income | ​ | ​ | 51,255 | ​ | ​ | —
Fee income: | ​ | ​ | ​ | ​ | ​ | ​
Non-Control / Non-Affiliate investments | ​ | ​ | 3,709 | ​ | ​ | —
Total fee income | ​ | ​ | 3,709 | ​ | ​ | —
Total investment income | ​ |  | 54,964 | ​ |  | —
​ | ​ |  |  | ​ |  |
EXPENSES: | ​ |  |  | ​ |  |
Interest expense and other debt financing costs | ​ |  | 16,773 | ​ |  | —
Compensation and benefits | ​ |  | 10,433 | ​ |  | —
Professional fees | ​ | ​ | 2,283 | ​ | ​ | —
General and administrative | ​ |  | 2,104 | ​ |  | 524
Total expenses | ​ |  | 31,593 | ​ |  | 524
​ | ​ |  |  | ​ |  |
NET INVESTMENT INCOME | ​ |  | 23,371 | ​ |  | (524)
​ | ​ |  |  | ​ |  |
NET REALIZED GAIN/(LOSS) FROM INVESTMENTS: | ​ |  |  | ​ |  |
Control investments | ​ |  | — | ​ |  | —
Affiliate investments | ​ |  | — | ​ |  | —
Non-Control / Non-Affiliate investments | ​ |  | (9,403) | ​ |  | —
Net realized loss from investments | ​ |  | (9,403) | ​ |  | —
​ | ​ |  |  | ​ |  |
NET CHANGE IN UNREALIZED APPRECIATION/(DEPRECIATION) FROM INVESTMENTS: | ​ |  |  | ​ |  |
Control investments | ​ |  | (8,342) | ​ |  | —
Affiliate investments | ​ |  | 6,997 | ​ |  | —
Non-Control / Non-Affiliate investments | ​ |  | (3,621) | ​ |  | —
Net change in unrealized appreciation/(depreciation) from investments | ​ |  | (4,966) | ​ |  | —
​ | ​ |  |  | ​ |  |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS BEFORE FORMATION COSTS | ​ |  | 9,002 | ​ |  | (524)
Costs related to the acquisition of Trinity Capital Holdings and Legacy Funds | ​ |  | (15,114) | ​ |  | —
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | ​ | $ | (6,112) | ​ | $ | (524)
​ | ​ |  |  | ​ |  |
NET INVESTMENT INCOME PER SHARE - BASIC AND DILUTED | ​ | $ | 1.29 | ​ | $ | N/M
​ | ​ |  |  | ​ |  |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS PER SHARE - BASIC AND DILUTED | ​ | $ | (0.34) | ​ | ​ | N/M
​ | ​ |  |  | ​ |  |
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC AND DILUTED | ​ |  | 18,092,494 | ​ |  | 10

N/M – not material

​

See accompanying notes to consolidated financial statements.

​

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TRINITY CAPITAL INC.

Consolidated Statements of Changes in Net Assets

(In thousands, except share and per share data)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | ​ | ​ |  | ​ | ​ |  | Distributable |  | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | Paid In Capital | ​ | Earnings | ​ | ​ | ​
​ | ​ | Common Stock | ​ | in Excess of | ​ | (Accumulated | ​ | Total
​ | ​ | Shares | ​ | Par Value | ​ | Par Value | ​ | Loss) | ​ | Net Assets
Balance as of August 12, 2019 (date of inception) |  | — | ​ | $ | — | ​ | $ | — | ​ | $ | — | ​ | $ | —
Issuance of common stock, net of issuance costs |  | 10 | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | —
Net increase/(decrease) in net assets resulting from operations: |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  | ​
Net investment income/(loss) |  | — | ​ |  | — | ​ |  | — | ​ |  | (524) | ​ |  | (524)
Balance as of December 31, 2019 |  | 10 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (524) | ​ | ​ | (524)
Issuance of shares related to Formation Transaction (1) |  | 9,716,517 | ​ |  | 10 | ​ |  | 145,738 | ​ |  | — | ​ |  | 145,748
Issuance of common stock, net of issuance costs |  | 8,333,333 | ​ |  | 8 | ​ |  | 114,463 | ​ |  | — | ​ |  | 114,471
Distributions to stockholders | ​ | — | ​ |  | — | ​ |  | — | ​ | ​ | (18,738) | ​ | ​ | (18,738)
Net increase/(decrease) in net assets resulting from operations: |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  | ​
Net investment income/(loss) |  | — | ​ |  | — | ​ |  | — | ​ |  | 23,371 | ​ |  | 23,371
Net realized gain/(loss) from investments |  | — | ​ |  | — | ​ |  | — | ​ |  | (9,403) | ​ |  | (9,403)
Net unrealized appreciation/(depreciation) from investments |  | — | ​ |  | — | ​ |  | — | ​ |  | (4,966) | ​ |  | (4,966)
Equity component of convertible notes | ​ | — | ​ | ​ | — | ​ | ​ | 462 | ​ | ​ | — | ​ | ​ | 462
Issuance of common stock pursuant to distribution reinvestment plan | ​ | 271,414 | ​ | ​ | — | ​ | ​ | 3,441 | ​ | ​ | — | ​ | ​ | 3,441
Costs related to the acquisition of Trinity Capital Holdings and Legacy Funds |  | — | ​ |  | — | ​ |  | — | ​ |  | (15,114) | ​ |  | (15,114)
Tax reclassification | ​ | — | ​ | ​ | — | ​ | ​ | (738) | ​ | ​ | 738 | ​ | ​ | —
Balance as of December 31, 2020 |  | 18,321,274 | ​ | $ | 18 | ​ | $ | 263,366 | ​ | $ | (24,636) | ​ | $ | 238,748

(1) | See “Note 1 - Organization and Basis of Presentation.”

See accompanying notes to consolidated financial statements.

​

​

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TRINITY CAPITAL INC.

Consolidated Statement of Cash Flows

(In thousands)

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ | ​ |  | For the Period August 12, 2019
​ | ​ | For the Year Ended | ​ | (date of inception)
​ |  | December 31, 2020 |  | to December 31, 2019
Cash flows from operating activities: |  | ​ |  |  | ​ |
Net decrease in net assets resulting from operations | ​ | $ | (6,112) | ​ | $ | (524)
Adjustments to reconcile net decrease in net assets resulting from operations to net cash provided by/(used in) operating activities: | ​ |  |  | ​ |  |
Purchase of investments, net of deferred fees of $1.4 million | ​ |  | (239,827) | ​ |  | —
Proceeds from sales and paydowns of investments | ​ |  | 160,901 | ​ |  | —
Net change in unrealized depreciation from investments | ​ |  | 4,966 | ​ |  | —
Net realized gain/(loss) from investments | ​ |  | 9,403 | ​ |  | —
Accretion of original issue discounts and end of term payments on investments | ​ |  | (11,788) | ​ |  | —
Costs related to the acquisition of Trinity Capital Holdings and Legacy Funds | ​ |  | 15,114 | ​ |  | —
Amortization of deferred financing costs | ​ |  | 3,025 | ​ |  | —
Depreciation of fixed assets | ​ |  | 50 | ​ |  | —
Change in operating assets and liabilities | ​ |  | ​ | ​ |  |
Increase in interest receivable | ​ |  | (2,355) | ​ |  | —
Increase in prepaid expenses | ​ | ​ | (608) | ​ | ​ | —
Increase in other assets | ​ |  | (331) | ​ |  | —
Increase in accounts payable and accrued liabilities | ​ |  | 6,003 | ​ |  | 384
Increase/(Decrease) in due to related party | ​ |  | (1,058) | ​ |  | 140
Increase in other liabilities | ​ |  | 4,391 | ​ |  | —
Net cash used in operating activities | ​ |  | (58,226) | ​ |  | —
​ | ​ |  |  | ​ |  |
Cash flows used in investing activities: | ​ |  | ​ | ​ |  |
Formation Transactions of Legacy Funds, net of cash acquired (1) | ​ |  | (89,515) | ​ |  | —
Acquisition of Trinity Capital Holdings | ​ |  | (2,211) | ​ |  | —
Acquisition of fixed assets | ​ |  | (253) | ​ |  | —
Net cash used in investing activities | ​ |  | (91,979) | ​ |  | —
​ | ​ |  |  | ​ |  |
Cash flows provided by/(used in) financing activities | ​ |  |  | ​ |  |
Issuance of common stock | ​ |  | 125,000 | ​ |  | —
Common stock issuance costs | ​ |  | (10,529) | ​ |  | —
Distributions paid | ​ |  | (10,350) | ​ |  | —
Proceeds from issuance of convertible notes, net of original issue discount | ​ | ​ | 48,688 | ​ | ​ | ​
Financing costs paid related to convertible notes | ​ |  | (1,703) | ​ |  | —
Proceeds from issuance of notes payable | ​ |  | 125,000 | ​ |  | —
Financing costs paid related to notes payable | ​ |  | (5,775) | ​ |  | —
Proceeds under credit facility | ​ | ​ | 30,000 | ​ | ​ | —
Repayments under credit facility | ​ |  | (85,000) | ​ |  | —
Financing costs paid related to credit facility | ​ |  | (4,025) | ​ |  | —
Net cash provided by financing activities | ​ |  | 211,306 | ​ |  | —
​ | ​ |  |  | ​ |  |
Net increase in cash, cash equivalents and restricted cash | ​ |  | 61,101 | ​ |  | —
Cash, beginning of period | ​ |  | — | ​ |  | —
Cash, cash equivalents and restricted cash at end of period | ​ | $ | 61,101 | ​ | $ | —

​

​

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​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ |  |  | ​ |  |
​ | ​ | ​ | ​ |  | For the Period August 12, 2019
​ | ​ | For the Year Ended | ​ | (date of inception)
​ | ​ | December 31, 2020 |  | to December 31, 2019
Supplemental and non-cash investing and financing activities: | ​ | ​ | ​ | ​ | ​ | ​
Cash paid for interest | ​ | $ | 12,856 | ​ | $ | —
Shares issued to Trinity Capital Holdings (1) | ​ | $ | 8,000 | ​ | $ | —
Assumption of severance liability (1) | ​ | $ | 3,508 | ​ | $ | —
Shares issued to the Legacy Investors as part of the Formation Transactions (1) | ​ | $ | 137,748 | ​ | $ | —
Issuance of common stock pursuant to distribution reinvestment plan | ​ | $ | 3,441 | ​ | $ | —
Non-cash settlement of investments | ​ | $ | 1,262 | ​ | $ | —
Deferred offering costs | ​ | $ | — | ​ | $ | 2,677
Deferred financing cost | ​ | ​ | — | ​ | ​ | 3,525
​ | ​ | $ | — | ​ | $ | 6,202
Due to related party for offering and financing cost | ​ | $ | — | ​ | $ | 918
Accounts payable and accrued liabilities | ​ | ​ | — | ​ | ​ | 5,284
​ | ​ | $ | — | ​ | $ | 6,202

​

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the Consolidated Statements of Assets and Liabilities that sum to the total of the same such amounts on the Consolidated Statement of Cash Flows:

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | As of December 31,
​ |  | 2020 |  | 2019
Cash and cash equivalents | ​ | $ | 44,656 | ​ | $ | —
Restricted cash | ​ | ​ | 16,445 | ​ | ​ | —
Total cash, cash equivalents and restricted cash shown in the Consolidated Statements of Cash Flows | ​ | $ | 61,101 | ​ | $ | —

(1) | See Formation Transactions under “Note 1 - Organization and Basis of Presentation”

See accompanying notes to consolidated financial statements.

​

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​

​

TRINITY CAPITAL INC.

Consolidated Schedule of Investments

December 31, 2020

(In thousands, except share and per share data)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Portfolio Company (1) |  | Type of Investment (3) |  | Maturity Date |  | Interest Rate (4) |  | Principal Amount (5) |  | Cost |  | Fair Value (6)
Debt Securities | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Administrative and Support and Waste Management and Remediation (2) |  | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |
SeaOn Environmental, LLC | ​ | Equipment Financing | ​ | January 1, 2023 | ​ | Fixed interest rate 9.0%; EOT 12.0% | ​ | $ | 2,134 | ​ | $ | 2,370 | ​ | $ | 2,328
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Sub-total: Administrative and Support and Waste Management and Remediation (1.0%)* |  | ​ | $ | 2,134 | ​ | $ | 2,370 | ​ | $ | 2,328
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Agriculture, Forestry, Fishing and Hunting (2) | ​ |  | ​ |  | ​ |  | ​ |  |  | ​ |  |  | ​ |  |
Bowery Farming, Inc. | ​ | Equipment Financing | ​ | January 1, 2023 | ​ | Fixed interest rate 8.5%; EOT 8.5% | ​ | $ | 2,481 | ​ | $ | 2,742 | ​ | $ | 2,574
​ | ​ | Equipment Financing | ​ | February 1, 2023 | ​ | Fixed interest rate 8.7%; EOT 8.5% | ​ |  | 2,453 | ​ |  | 2,650 | ​ |  | 2,684
​ | ​ | Equipment Financing | ​ | May 1, 2023 | ​ | Fixed interest rate 8.7%; EOT 8.5% | ​ |  | 3,054 | ​ |  | 3,259 | ​ |  | 3,303
​ | ​ | Equipment Financing | ​ | January 1, 2024 | ​ | Fixed interest rate 7.5%; EOT 8.5% | ​ | ​ | 10,000 | ​ | ​ | 9,912 | ​ | ​ | 9,912
Total Bowery Farming, Inc. | ​ | ​ | ​ | ​ | ​ |  | ​ |  | 17,988 | ​ |  | 18,563 | ​ |  | 18,473
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Robotany, Inc. |  | Equipment Financing | ​ | January 1, 2024 |  | Fixed interest rate 7.6%; EOT 22.0% | ​ | $ | 1,667 |  | $ | 1,720 |  | $ | 1,709
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Sub-total: Agriculture, Forestry, Fishing and Hunting (8.5%)* | ​ | ​ |  | ​ | $ | 19,655 | ​ | $ | 20,283 | ​ | $ | 20,182
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Construction | ​ |  | ​ |  | ​ |  | ​ |  |  | ​ |  |  | ​ |  |
Dandelion Energy, Inc. |  | Equipment Financing | ​ | April 1, 2024 |  | Fixed interest rate 9.0%; EOT 12.5% | ​ | $ | 460 | ​ | $ | 467 | ​ | $ | 471
​ | ​ | Equipment Financing | ​ | November 1, 2024 | ​ | Fixed interest rate 9.2%; EOT 12.5% | ​ | ​ | 545 | ​ | ​ | 551 | ​ | ​ | 551
​ | ​ | Equipment Financing (14) | ​ | December 1, 2024 | ​ | Fixed interest rate 9.1%; EOT 12.5% | ​ | ​ | 558 | ​ | ​ | 563 | ​ | ​ | 563
​ | ​ | Equipment Financing | ​ | January 1, 2025 | ​ | Fixed interest rate 9.2%; EOT 12.5% | ​ | ​ | 791 | ​ | ​ | 791 | ​ | ​ | 791
Total Dandelion Energy, Inc. | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 2,354 | ​ | ​ | 2,372 | ​ | ​ | 2,376
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Project Frog, Inc. (7) | ​ | Secured Loan | ​ | May 1, 2023 | ​ | Fixed interest rate 12.0% | ​ | $ | 4,128 | ​ | $ | 4,045 | ​ | $ | 4,029
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Sub-total: Construction (2.7%)* | ​ | ​ | ​ | ​ | ​ |  | ​ | $ | 6,482 | ​ | $ | 6,417 | ​ | $ | 6,405
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Educational Services (2) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Examity, Inc. | ​ | Secured Loan | ​ | February 1, 2022 | ​ | Fixed interest rate 11.5%; EOT 8.0% | ​ | $ | 3,280 | ​ | $ | 4,028 | ​ | $ | 3,994
​ | ​ | Secured Loan | ​ | February 1, 2022 | ​ | Fixed interest rate 11.5%; EOT 4.0% | ​ |  | 3,516 | ​ |  | 1,775 | ​ |  | 1,775
​ | ​ | Secured Loan | ​ | January 1, 2023 | ​ | Fixed interest rate 12.25%; EOT 4.0% | ​ |  | 1,658 | ​ |  | 1,005 | ​ |  | 1,004
Total Examity, Inc. | ​ | ​ | ​ | ​ | ​ |  | ​ |  | 8,454 | ​ | ​ | 6,808 | ​ |  | 6,773
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Qubed, Inc. dba Yellowbrick | ​ | Secured Loan | ​ | October 1, 2023 | ​ | Variable interest rate PRIME + 8.3% or Floor rate 11.5%; EOT 5.0% (9) | ​ | $ | 1,906 | ​ | $ | 1,950 | ​ | $ | 1,957
​ | ​ | Secured Loan | ​ | October 1, 2023 | ​ | Fixed interest rate 11.5%; EOT 4.0% | ​ |  | 476 | ​ |  | 481 | ​ |  | 493
Total Qubed, Inc. dba Yellowbrick | ​ | ​ | ​ | ​ | ​ |  | ​ |  | 2,382 | ​ | ​ | 2,431 | ​ |  | 2,450
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Sub-total: Educational Services (3.9%)* | ​ | ​ | ​ | ​ |  |  | ​ | $ | 10,836 | ​ | $ | 9,239 | ​ | $ | 9,223

​

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TRINITY CAPITAL INC.

Consolidated Schedule of Investments

December 31, 2020

(In thousands, except share and per share data)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Portfolio Company (1) |  | Type of Investment (3) |  | Maturity Date |  | Interest Rate (4) |  | Principal Amount (5) |  | Cost |  | Fair Value (6)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Debt Securities, Continued | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Finance and Insurance (2) | ​ |  | ​ |  |  |  | ​ |  |  | ​ |  |  | ​ |  |
DailyPay, Inc. | ​ | Secured Loan | ​ | November 1, 2024 | ​ | Variable interest rate PRIME + 7.0% or Floor rate 12.0%; EOT 6.0% (9) | ​ | $ | 20,000 | ​ | $ | 19,800 | ​ | $ | 20,062
​ | ​ | Secured Loan | ​ | January 1, 2025 | ​ | Variable interest rate PRIME + 7.0% or Floor rate 12.0%; EOT 6.0% (9) | ​ | ​ | 5,000 | ​ | ​ | 4,939 | ​ | ​ | 4,939
Total DailyPay, Inc. | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 25,000 | ​ | ​ | 24,739 | ​ | ​ | 25,001
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Petal Card, Inc. | ​ | Secured Loan | ​ | December 1, 2023 |  | Fixed interest rate 11.0%; EOT 3.0% | ​ | $ | 10,000 | ​ | $ | 9,998 | ​ | $ | 10,116
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Sub-total: Finance and Insurance (14.7%)* | ​ | ​ | ​ | ​ |  |  | ​ | $ | 35,000 | ​ | $ | 34,737 | ​ | $ | 35,117
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Health Care and Social Assistance (2) | ​ |  | ​ | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |
Lark Technologies, Inc. | ​ | Secured Loan | ​ | April 1, 2025 | ​ | Variable interest rate PRIME + 8.3% or Floor rate 11.5%; EOT 4.0% (9) | ​ | $ | 5,000 | ​ | $ | 4,809 | ​ | $ | 4,874
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
WorkWell Prevention & Care Inc. | ​ | Secured Loan | ​ | March 1, 2024 |  | Fixed interest rate 8.0%; EOT 10.0% | ​ | $ | 3,370 | ​ | $ | 3,608 | ​ | $ | 3,493
​ | ​ | Secured Loan | ​ | March 1, 2024 |  | Fixed interest rate 8.0%; EOT 10.0% | ​ |  | 700 | ​ |  | 734 | ​ |  | 693
Total WorkWell Prevention & Care Inc. (7) | ​ | ​ | ​ | ​ |  |  | ​ |  | 4,070 | ​ |  | 4,342 | ​ |  | 4,186
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Sub-total: Health Care and Social Assistance (3.8%)* | ​ | ​ | ​ | ​ |  |  | ​ | $ | 9,070 | ​ | $ | 9,151 | ​ | $ | 9,060
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Information (2) | ​ |  | ​ | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |
Firefly Systems, Inc. | ​ | Equipment Financing | ​ | February 1, 2023 |  | Fixed interest rate 9.0%; EOT 10.0% | ​ | $ | 3,946 | ​ | $ | 4,080 | ​ | $ | 4,052
​ | ​ | Equipment Financing | ​ | September 1, 2023 | ​ | Fixed interest rate 9.0%; EOT 10.0% | ​ | ​ | 3,208 | ​ | ​ | 3,308 | ​ | ​ | 3,307
​ | ​ | Equipment Financing | ​ | October 1, 2023 | ​ | Fixed interest rate 9.0%; EOT 10.0% | ​ | ​ | 386 | ​ | ​ | 396 | ​ | ​ | 396
Total Firefly Systems, Inc. | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 7,540 | ​ | ​ | 7,784 | ​ | ​ | 7,755
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Gobiquity, Inc. | ​ | Equipment Financing | ​ | April 1, 2022 |  | Fixed interest rate 7.5%; EOT 20.0% | ​ | $ | 296 | ​ | $ | 394 | ​ | $ | 395
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Hytrust, Inc. | ​ | Secured Loan | ​ | February 1, 2021 |  | Fixed interest rate 11.1%; EOT 10.5% | ​ | $ | 194 | ​ | $ | 717 | ​ | $ | 621
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Oto Analytics, Inc. |  | Secured Loan | ​ | March 1, 2023 |  | Fixed interest rate 11.5%; EOT 6.0% | ​ | $ | 7,294 |  | $ | 7,755 |  | $ | 7,735
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
RapidMiner, Inc. |  | Secured Loan | ​ | April 1, 2024 |  | Fixed interest rate 12.0%; EOT 7.5% | ​ | $ | 10,000 |  | $ | 10,099 |  | $ | 10,113
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Smule, Inc. | ​ | Secured Loan | ​ | January 1, 2022 |  | Fixed interest rate 0.0% (17) | ​ | $ | 145 | ​ | $ | 145 | ​ | $ | 145
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
STS Media, Inc. (11) |  | Secured Loan | ​ | May 1, 2022 |  | Fixed interest rate 11.9%; EOT 4.0% | ​ | $ | 7,811 |  | $ | 737 |  | $ | 100
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Unitas Global, Inc. |  | Equipment Financing | ​ | July 1, 2021 |  | Fixed interest rate 9.0%; EOT 12.0% | ​ | $ | 580 |  | $ | 938 |  | $ | 921
​ |  | Equipment Financing | ​ | April 1, 2021 |  | Fixed interest rate 7.8%; EOT 6.0% | ​ | ​ | 53 |  | ​ | 76 |  | ​ | 74
Total Unitas Global, Inc. | ​ | ​ | ​ | ​ |  |  | ​ | ​ | 633 |  | ​ | 1,014 | ​ |  | 995
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Sub-total: Information (11.7%)* | ​ | ​ | ​ | ​ |  |  | ​ | $ | 33,913 | ​ | $ | 28,645 | ​ | $ | 27,859

​

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Consolidated Schedule of Investments

December 31, 2020

(In thousands, except share and per share data)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Portfolio Company (1) |  | Type of Investment (3) |  | Maturity Date |  | Interest Rate (4) |  | Principal Amount (5) |  | Cost |  | Fair Value (6)
Debt Securities, Continued | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Manufacturing (2) | ​ |  | ​ |  |  |  | ​ | ​ |  |  | ​ |  |  | ​ |
AyDeeKay LLC | ​ | Secured Loan | ​ | August 1, 2024 |  | Variable interest rate PRIME + 7.5% or Floor rate 10.8%; EOT 3.0% (9) | ​ | $ | 12,000 | ​ | $ | 11,893 | ​ | $ | 11,779
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
BHCosmetics, LLC | ​ | Equipment Financing | ​ | March 1, 2021 |  | Fixed interest rate 8.9%; EOT 5.0% | ​ | $ | 106 | ​ | $ | 165 | ​ | $ | 165
​ | ​ | Equipment Financing | ​ | April 1, 2021 |  | Fixed interest rate 8.7%; EOT 5.0% | ​ |  | 159 | ​ |  | 217 | ​ |  | 218
Total BHCosmetics, LLC | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | 265 | ​ |  | 382 | ​ |  | 383
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Footprint International Holding, Inc. |  | Equipment Financing | ​ | March 1, 2024 |  | Fixed interest rate 10.3%; EOT 8.0% | ​ | $ | 14,771 |  | $ | 15,244 |  | $ | 15,352
​ | ​ | Secured Loan | ​ | July 1, 2024 | ​ | Fixed interest rate 12.0%; EOT 9.0% | ​ | ​ | 7,000 | ​ | ​ | 7,095 | ​ | ​ | 7,177
Total Footprint International Holding, Inc. | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 21,771 | ​ | ​ | 22,339 | ​ | ​ | 22,529
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Happiest Baby, Inc. | ​ | Equipment Financing | ​ | September 1, 2022 |  | Fixed interest rate 8.4%; EOT 9.5% | ​ | $ | 924 | ​ | $ | 1,031 | ​ | $ | 998
​ | ​ | Equipment Financing | ​ | November 1, 2022 |  | Fixed interest rate 8.6%; EOT 9.5% | ​ |  | 748 | ​ |  | 822 | ​ |  | 830
​ | ​ | Equipment Financing | ​ | January 1, 2023 |  | Fixed interest rate 8.6%; EOT 9.5% | ​ |  | 719 | ​ |  | 775 | ​ |  | 786
​ | ​ | Equipment Financing | ​ | June 1, 2023 |  | Fixed interest rate 8.2%; EOT 9.5% | ​ |  | 901 | ​ |  | 953 | ​ |  | 955
​ | ​ | Equipment Financing | ​ | January 1, 2024 | ​ | Fixed interest rate 7.8%; EOT 9.5% | ​ | ​ | 1,248 | ​ | ​ | 1,270 | ​ | ​ | 1,278
Total Happiest Baby, Inc. | ​ | ​ | ​ | ​ |  |  | ​ |  | 4,540 | ​ |  | 4,851 | ​ |  | 4,847
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Health-Ade, LLC | ​ | Equipment Financing | ​ | February 1, 2022 |  | Fixed interest rate 9.4%; EOT 15.0% | ​ | $ | 1,361 | ​ | $ | 1,887 | ​ | $ | 1,877
​ | ​ | Equipment Financing | ​ | April 1, 2022 |  | Fixed interest rate 8.6%; EOT 15.0% | ​ |  | 784 | ​ |  | 1,031 | ​ |  | 1,030
​ | ​ | Equipment Financing | ​ | July 1, 2022 |  | Fixed interest rate 9.1%; EOT 15.0% | ​ |  | 1,956 | ​ |  | 2,436 | ​ |  | 2,441
Total Health-Ade, LLC |  |  |  |  |  |  |  | ​ | 4,101 |  | ​ | 5,354 |  | ​ | 5,348
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Mainspring Energy, Inc. | ​ | Secured Loan | ​ | August 1, 2023 | ​ | Fixed interest rate 11.0%; EOT 3.8% | ​ | $ | 8,592 | ​ | $ | 8,759 | ​ | $ | 8,801
​ | ​ | Secured Loan | ​ | December 1, 2024 | ​ | Fixed interest rate 11.0%; EOT 3.8% | ​ | ​ | 5,500 | ​ | ​ | 5,267 | ​ | ​ | 5,267
Total Mainspring Energy, Inc. | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 14,092 | ​ | ​ | 14,026 | ​ | ​ | 14,068
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Miyoko's Kitchen |  | Equipment Financing | ​ | September 1, 2022 |  | Fixed interest rate 8.8%; EOT 9.0% | ​ | $ | 580 | ​ | $ | 617 | ​ | $ | 618
​ | ​ | Equipment Financing | ​ | March 1, 2023 | ​ | Fixed interest rate 8.9%; EOT 9.0% | ​ | ​ | 867 | ​ | ​ | 889 | ​ | ​ | 896
Total Miyoko's Kitchen | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 1,447 | ​ | ​ | 1,506 | ​ | ​ | 1,514
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Molekule, Inc. | ​ | Equipment Financing | ​ | January 1, 2024 | ​ | Fixed interest rate 8.8%; EOT 10.0% | ​ | $ | 2,526 | ​ | $ | 2,571 | ​ | $ | 2,588
​ | ​ | Equipment Financing | ​ | April 1, 2024 | ​ | Fixed interest rate 9.0%; EOT 10.0% | ​ | ​ | 542 | ​ | ​ | 550 | ​ | ​ | 554
​ | ​ | Equipment Financing | ​ | July 1, 2024 | ​ | Fixed interest rate 8.8%; EOT 10.0% | ​ | ​ | 879 | ​ | ​ | 879 | ​ | ​ | 881
Total Molekule, Inc. | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 3,947 | ​ | ​ | 4,000 | ​ | ​ | 4,023
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Second Nature Brands, Inc. | ​ | Equipment Financing | ​ | April 1, 2024 | ​ | Fixed interest rate 9.7%; EOT 11.50% | ​ | $ | 2,196 | ​ | $ | 2,157 | ​ | $ | 2,144
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Store Intelligence, Inc. (8) | ​ | Secured Loan | ​ | June 1, 2024 |  | Fixed interest rate 12.0%; EOT 7.8% | ​ | $ | 12,001 | ​ | $ | 12,232 | ​ | $ | 11,884
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
The Fynder Group, Inc. | ​ | Equipment Financing | ​ | May 1, 2024 | ​ | Fixed interest rate 9.1%; EOT 10.0% | ​ | $ | 612 | ​ | $ | 604 | ​ | $ | 604
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Vertical Communications, Inc. |  | Secured Loan | ​ | November 1, 2024 |  | Fixed interest rate 9.5%; EOT 26.4% | ​ | $ | 12,000 |  | $ | 12,937 |  | $ | 12,787
​ | ​ | Secured Loan | ​ | July 1, 2022 | ​ | Fixed interest rate 9.5% | ​ | ​ | 807 | ​ | ​ | 807 | ​ | ​ | 816
Total Vertical Communications, Inc. (7) | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | 12,807 | ​ |  | 13,744 | ​ |  | 13,603
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Sub-total: Manufacturing (38.9%)* |  |  | ​ |  |  |  | ​ | $ | 89,779 | ​ | $ | 93,088 | ​ | $ | 92,726

​

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Consolidated Schedule of Investments

December 31, 2020

(In thousands, except share and per share data)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Portfolio Company (1) |  | Type of Investment (3) |  | Maturity Date |  | Interest Rate (4) |  | Principal Amount (5) |  | Cost |  | Fair Value (6)
Debt Securities, Continued | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Pharmaceutical (2) |  |  | ​ |  |  |  | ​ |  |  | ​ |  |  | ​ |  |
Zosano Pharma Corporation |  | Equipment Financing | ​ | April 1, 2022 |  | Fixed interest rate 9.4%; EOT 12.0% | ​ | $ | 2,256 |  | $ | 2,756 |  | $ | 2,530
​ |  | Equipment Financing | ​ | July 1, 2022 |  | Fixed interest rate 9.7%; EOT 12.0% | ​ | ​ | 1,501 |  | ​ | 1,757 |  | ​ | 1,642
​ |  | Equipment Financing | ​ | January 1, 2023 |  | Fixed interest rate 9.9%; EOT 12.0% | ​ | ​ | 1,608 |  | ​ | 1,769 |  | ​ | 1,710
​ |  | Equipment Financing | ​ | April 1, 2023 |  | Fixed interest rate 9.9%; EOT 12.0% | ​ | ​ | 1,787 |  | ​ | 1,919 |  | ​ | 1,884
​ |  | Equipment Financing | ​ | May 1, 2023 |  | Fixed interest rate 10.5%; EOT 12.0% | ​ | ​ | 1,316 |  | ​ | 1,420 |  | ​ | 1,384
Total Zosano Pharma Corporation |  |  | ​ |  |  |  | ​ | ​ | 8,468 |  | ​ | 9,621 |  | ​ | 9,150
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Sub-total: Pharmaceutical (3.8%)* |  |  | ​ |  |  |  | ​ | $ | 8,468 | ​ | $ | 9,621 | ​ | $ | 9,150
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Professional, Scientific, and Technical Services (2) |  |  | ​ |  |  |  | ​ |  |  | ​ |  |  | ​ |  |
Augmedix, Inc. |  | Secured Loan | ​ | April 1, 2023 |  | Fixed interest rate 12.0%; EOT 6.5% | ​ | $ | 9,422 | ​ | $ | 9,602 | ​ | $ | 9,629
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
BackBlaze, Inc. |  | Equipment Financing | ​ | January 1, 2023 |  | Fixed interest rate 7.2%; EOT 11.5% | ​ | $ | 907 | ​ | $ | 1,042 | ​ | $ | 1,046
​ |  | Equipment Financing | ​ | April 1, 2023 |  | Fixed interest rate 7.4%; EOT 11.5% | ​ |  | 117 | ​ |  | 131 | ​ |  | 132
​ |  | Equipment Financing | ​ | June 1, 2023 |  | Fixed interest rate 7.4%; EOT 11.5% | ​ |  | 905 | ​ |  | 1,001 | ​ |  | 1,006
​ |  | Equipment Financing | ​ | August 1, 2023 |  | Fixed interest rate 7.5%; EOT 11.5% | ​ |  | 180 | ​ |  | 196 | ​ |  | 197
​ |  | Equipment Financing | ​ | September 1, 2023 |  | Fixed interest rate 7.7%; EOT 11.5% | ​ |  | 185 | ​ |  | 201 | ​ |  | 201
​ |  | Equipment Financing | ​ | October 1, 2023 |  | Fixed interest rate 7.5%; EOT 11.5% | ​ |  | 186 | ​ |  | 200 | ​ |  | 201
​ |  | Equipment Financing | ​ | November 1, 2023 |  | Fixed interest rate 7.2%; EOT 11.5% | ​ |  | 621 | ​ |  | 670 | ​ |  | 670
​ |  | Equipment Financing | ​ | December 1, 2023 |  | Fixed interest rate 7.5%; EOT 11.5% | ​ | ​ | 822 |  | ​ | 881 |  | ​ | 881
​ |  | Equipment Financing | ​ | January 1, 2024 |  | Fixed interest rate 7.4%; EOT 11.5% | ​ | ​ | 717 |  | ​ | 764 |  | ​ | 763
​ |  | Equipment Financing | ​ | February 1, 2024 |  | Fixed interest rate 7.4%; EOT 11.5% | ​ | ​ | 732 |  | ​ | 775 |  | ​ | 775
​ |  | Equipment Financing | ​ | March 1, 2024 |  | Fixed interest rate 7.2%; EOT 11.5% | ​ | ​ | 636 |  | ​ | 673 |  | ​ | 672
​ |  | Equipment Financing | ​ | April 1, 2024 |  | Fixed interest rate 7.4%; EOT 11.5% | ​ | ​ | 192 |  | ​ | 201 |  | ​ | 206
​ | ​ | Equipment Financing | ​ | May 1, 2024 | ​ | Fixed interest rate 7.3%; EOT 11.5% | ​ | ​ | 1,246 | ​ | ​ | 1,303 | ​ | ​ | 1,311
​ | ​ | Equipment Financing | ​ | August 1, 2024 | ​ | Fixed interest rate 7.5%; EOT 11.5% | ​ | ​ | 1,336 | ​ | ​ | 1,374 | ​ | ​ | 1,378
​ | ​ | Equipment Financing | ​ | October 1, 2024 | ​ | Fixed interest rate 7.2%; EOT 11.5% | ​ | ​ | 239 | ​ | ​ | 243 | ​ | ​ | 237
Total BackBlaze, Inc. |  |  | ​ |  |  |  |  | ​ | 9,021 |  | ​ | 9,655 |  | ​ | 9,676
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Cuebiq, Inc. |  | Secured Loan | ​ | April 1, 2024 |  | Variable interest rate PRIME + 7.3% or Floor rate 12.0%; EOT 4.5% (9) |  | $ | 5,000 |  | $ | 5,030 |  | $ | 4,963
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Edeniq, Inc. |  | Secured Loan | ​ | September 1, 2021 |  | Fixed interest rate 13.0%; EOT 9.5% | ​ | $ | 3,039 |  | $ | 1,102 |  | $ | 859
​ |  | Secured Loan | ​ | September 1, 2021 |  | Fixed interest rate 13.0%; EOT 9.5% | ​ | ​ | 2,282 |  | ​ | 762 |  | ​ | 648
Total Edeniq, Inc. (7) (11) |  |  | ​ |  |  |  | ​ | ​ | 5,321 |  | ​ | 1,864 |  | ​ | 1,507
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​

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Consolidated Schedule of Investments

December 31, 2020

(In thousands, except share and per share data)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Portfolio Company (1) |  | Type of Investment (3) |  | Maturity Date |  | Interest Rate (4) |  | Principal Amount (5) |  | Cost |  | Fair Value (6)
Debt Securities, Continued | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Professional, Scientific, and Technical Services, Continued |  |  |  | ​ |  |  | ​ |  |  | ​ |  |
Incontext Solutions, Inc. |  | Secured Loan | ​ | October 1, 2023 |  | Fixed interest rate 11.75%; EOT 11.4% | ​ | $ | 7,149 |  | $ | 7,401 |  | $ | 6,998
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Matterport, Inc. |  | Secured Loan | ​ | May 1, 2022 |  | Fixed interest rate 11.5%; EOT 5.0% | ​ | $ | 4,870 |  | $ | 5,560 |  | $ | 5,599
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Pendulum Therapeutics, Inc. |  | Equipment Financing | ​ | May 1, 2023 |  | Fixed interest rate 7.7%; EOT 5.0% | ​ | $ | 347 |  | $ | 338 |  | $ | 338
​ |  | Equipment Financing | ​ | August 1, 2023 |  | Fixed interest rate 7.8%; EOT 5.0% | ​ | ​ | 2,084 |  | ​ | 2,147 |  | ​ | 2,164
​ |  | Equipment Financing | ​ | October 1, 2023 |  | Fixed interest rate 7.7%; EOT 5.0% | ​ | ​ | 616 |  | ​ | 620 |  | ​ | 626
​ | ​ | Equipment Financing | ​ | February 1, 2024 | ​ | Fixed interest rate 9.8%; EOT 6.0% | ​ | ​ | 894 | ​ | ​ | 895 | ​ | ​ | 881
Total Pendulum Therapeutics, Inc. |  |  | ​ |  |  |  | ​ | ​ | 3,941 | ​ | ​ | 4,000 | ​ | ​ | 4,009
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Reciprocity, Inc. |  | Secured Loan | ​ | October 1, 2024 |  | Variable interest rate PRIME + 8.0% or Floor rate 11.3%; EOT 2.0% (9) | ​ | $ | 10,000 |  | $ | 9,862 |  | $ | 9,805
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Sun Basket, Inc. | ​ | Secured Loan | ​ | December 1, 2024 | ​ | Variable interest rate PRIME + 8.5% or Floor rate 11.8%; EOT 5.0% (9) | ​ | ​ | 18,375 | ​ | ​ | 17,831 | ​ | ​ | 17,831
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Utility Associates, Inc. (11) |  | Secured Loan | ​ | October 1, 2023 |  | Fixed interest rate 11.0% | ​ | $ | 750 |  | $ | 830 |  | $ | 604
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Sub-total: Professional, Scientific, and Technical Services (29.6%)* |  |  | ​ | $ | 73,849 | ​ | $ | 71,635 | ​ | $ | 70,621

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Consolidated Schedule of Investments

December 31, 2020

(In thousands, except share and per share data)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Portfolio Company (1) |  | Type of Investment (3) |  | Maturity Date |  | Interest Rate (4) |  | Principal Amount (5) |  | Cost |  | Fair Value (6)
Debt Securities, Continued | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Real Estate (2) |  |  |  |  |  |  | ​ | ​ |  |  | ​ |  |  | ​ |
Knockaway, Inc. |  | Secured Loan | ​ | December 1, 2023 |  | Fixed interest rate 11.0%; EOT 3.0% | ​ | $ | 10,000 | ​ | $ | 10,103 | ​ | $ | 10,112
​ |  | Secured Loan | ​ | February 1 , 2024 |  | Fixed interest rate 11.0%; EOT 3.0% | ​ |  | 2,500 | ​ |  | 2,519 | ​ |  | 2,549
​ |  | Secured Loan | ​ | March 1, 2024 |  | Fixed interest rate 11.0%; EOT 3.0% | ​ |  | 2,500 | ​ |  | 2,516 | ​ |  | 2,548
Total Knockaway, Inc. |  |  | ​ |  |  |  | ​ |  | 15,000 | ​ |  | 15,138 | ​ |  | 15,209
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Wanderjaunt, Inc. |  | Equipment Financing | ​ | June 1, 2023 |  | Fixed interest rate 10.2%; EOT 12.0% | ​ | $ | 387 | ​ | $ | 388 | ​ | $ | 380
​ |  | Equipment Financing | ​ | August 1, 2023 |  | Fixed interest rate 10.2%; EOT 12.0% | ​ |  | 1,230 | ​ |  | 1,313 | ​ |  | 1,296
Total Wanderjaunt, Inc. |  |  | ​ |  |  |  | ​ |  | 1,617 | ​ |  | 1,701 | ​ |  | 1,676
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Sub-total: Real Estate (9.6%)* |  |  | ​ | $ | 16,617 | ​ | $ | 16,839 | ​ | $ | 16,885
​ |  |  | ​ |  |  |  | ​ |  |  | ​ |  |  | ​ |  |
Rental and Leasing Services(2) |  |  |  |  |  |  | ​ | ​ |  |  | ​ |  |  | ​ |
EquipmentShare, Inc. | ​ | Equipment Financing | ​ | July 1, 2023 | ​ | Fixed interest rate 10.7%; EOT 5.0% | ​ | $ | 7,538 | ​ | $ | 7,685 | ​ | $ | 7,730
​ | ​ | Equipment Financing | ​ | August 1, 2023 | ​ | Fixed interest rate 10.1%; EOT 5.0% | ​ | ​ | 864 | ​ | ​ | 879 | ​ | ​ | 884
​ | ​ | Equipment Financing | ​ | September 1, 2023 | ​ | Fixed interest rate 10.2%; EOT 5.0% | ​ | ​ | 1,908 | ​ | ​ | 1,935 | ​ | ​ | 1,944
​ | ​ | Equipment Financing | ​ | October 1, 2023 | ​ | Fixed interest rate 10.4%; EOT 5.0% | ​ | ​ | 3,422 | ​ | ​ | 3,458 | ​ | ​ | 3,470
​ | ​ | Equipment Financing | ​ | October 1, 2024 | ​ | Fixed interest rate 8.3%; EOT 10.0% | ​ | ​ | 429 | ​ | ​ | 435 | ​ | ​ | 435
​ | ​ | Equipment Financing | ​ | November 1, 2023 | ​ | Fixed interest rate 10.4%; EOT 5.0% | ​ | ​ | 811 | ​ | ​ | 818 | ​ | ​ | 818
​ | ​ | Equipment Financing | ​ | November 1, 2023 | ​ | Fixed interest rate 10.5%; EOT 5.0% | ​ | ​ | 2,560 | ​ | ​ | 2,581 | ​ | ​ | 2,581
​ | ​ | Equipment Financing | ​ | December 1, 2023 | ​ | Fixed interest rate 10.1%; EOT 5.0% | ​ | ​ | 2,491 | ​ | ​ | 2,506 | ​ | ​ | 2,506
​ | ​ | Equipment Financing | ​ | January 1, 2024 | ​ | Fixed interest rate 10.1%; EOT 5.0% | ​ | ​ | 1,995 | ​ | ​ | 2,002 | ​ | ​ | 2,002
​ | ​ | Equipment Financing | ​ | January 1, 2024 | ​ | Fixed interest rate 10.5%; EOT 5.0% | ​ | ​ | 797 | ​ | ​ | 799 | ​ | ​ | 799
Total EquipmentShare, Inc. | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 22,815 | ​ | ​ | 23,098 | ​ | ​ | 23,169
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Maxwell Financial Labs, Inc. | ​ | Secured Loan | ​ | November 1, 2024 | ​ | Variable interest rate PRIME + 8.0% or Floor rate 11.25%; EOT 4.0% (9) | ​ | $ | 3,000 | ​ | $ | 2,964 | ​ | $ | 2,964
​ | ​ | Secured Loan | ​ | January 1, 2025 | ​ | Variable interest rate PRIME + 8.0% or Floor rate 11.25%; EOT 4.0% (9) | ​ | ​ | 3,000 | ​ | ​ | 2,938 | ​ | ​ | 2,938
Total Maxwell Financial Labs, Inc. | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 6,000 | ​ | ​ | 5,902 | ​ | ​ | 5,902
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Sub-total: Rental and Leasing Services (12.2%)* |  |  | ​ | $ | 28,815 | ​ | $ | 29,000 | ​ | $ | 29,071
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Retail Trade (2) |  |  | ​ |  |  |  | ​ |  |  | ​ |  |  | ​ |  |
Birchbox, Inc. (7) |  | Secured Loan | ​ | July 1, 2024 |  | Fixed interest rate 9.0%; EOT 7.5% | ​ | $ | 10,000 | ​ | $ | 10,433 | ​ | $ | 9,924
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Boosted eCommerce, Inc. (16) | ​ | Secured Loan | ​ | January 1, 2023 | ​ | Variable interest rate PRIME + 7.75% or Floor rate 11.0%; EOT 3.25% (9) | ​ | $ | 5,000 | ​ | $ | 4,933 | ​ | $ | 4,933
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Gobble, Inc. |  | Secured Loan | ​ | July 1, 2023 |  | Fixed interest rate 11.3%; EOT 6.0% | ​ | $ | 3,443 | ​ | $ | 3,544 | ​ | $ | 3,556
​ |  | Secured Loan | ​ | July 1, 2023 |  | Fixed interest rate 11.5%; EOT 6.0% | ​ |  | 1,730 | ​ |  | 1,781 | ​ |  | 1,795
Total Gobble Inc. |  |  | ​ |  |  |  | ​ |  | 5,173 | ​ |  | 5,325 | ​ |  | 5,351
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Madison Reed, Inc. |  | Secured Loan | ​ | May 1, 2024 |  | Variable interest rate PRIME + 6.0% or Floor rate 10.3%; EOT 4.0% (9) | ​ | $ | 17,500 | ​ | $ | 17,471 | ​ | $ | 17,835
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Portofino Labs, Inc. (16) | ​ | Secured Loan | ​ | July 1, 2025 | ​ | Variable interest rate PRIME + 8.25% or Floor rate 11.5%; EOT 4.0% (9) | ​ | $ | 2,000 | ​ | $ | 1,984 | ​ | $ | 1,984
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Super73, Inc. (16) | ​ | Secured Loan | ​ | January 1, 2025 | ​ | Variable interest rate PRIME + 7.3% or Floor rate 11.8%; EOT 4.0% (9) | ​ | $ | 5,500 | ​ | $ | 5,416 | ​ | $ | 5,416
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
UnTuckIt, Inc. |  | Secured Loan | ​ | June 1, 2024 |  | Fixed interest rate 12.0%; EOT 5.0% | ​ | $ | 20,000 | ​ | $ | 21,098 | ​ | $ | 19,230
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Sub-total: Retail Trade (27.1%)* |  |  | ​ |  |  |  | ​ | $ | 65,173 | ​ | $ | 66,660 | ​ | $ | 64,673

​

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Consolidated Schedule of Investments

December 31, 2020

(In thousands, except share and per share data)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Portfolio Company (1) |  | Type of Investment (3) |  | Maturity Date |  | Interest Rate (4) |  | Principal Amount (5) |  | Cost |  | Fair Value (6)
Debt Securities, Continued | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Utilities (2) |  |  | ​ |  |  |  | ​ |  |  | ​ |  |  | ​ |  |
Invenia, Inc. |  | Secured Loan | ​ | January 1, 2023 |  | Fixed interest rate 11.5%; EOT 5.0% | ​ | $ | 6,570 | ​ | $ | 7,042 | ​ | $ | 6,991
​ |  | Secured Loan | ​ | May 1, 2023 |  | Fixed interest rate 11.5%; EOT 5.0% | ​ |  | 3,326 | ​ |  | 3,537 | ​ |  | 3,550
​ |  | Secured Loan | ​ | January 1, 2024 |  | Fixed interest rate 11.5%; EOT 5.0% | ​ |  | 3,000 | ​ |  | 3,058 | ​ |  | 3,165
​ |  | Secured Loan | ​ | February 1, 2024 |  | Fixed interest rate 11.5%; EOT 5.0% | ​ |  | 4,000 | ​ |  | 4,103 | ​ |  | 4,200
​ | ​ | Secured Loan | ​ | July 1, 2024 | ​ | Fixed interest rate 11.5%: EOT 5.0% | ​ | ​ | 4,000 | ​ | ​ | 4,043 | ​ | ​ | 4,160
​ | ​ | Secured Loan | ​ | November 1, 2024 | ​ | Fixed interest rate 11.5%: EOT 5.0% | ​ | ​ | 5,000 | ​ | ​ | 5,017 | ​ | ​ | 5,017
Total Invenia, Inc. (13) |  |  | ​ |  |  |  | ​ | ​ | 25,896 | ​ | ​ | 26,800 | ​ | ​ | 27,083
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Sub-total: Utilities (11.4%)* |  |  | ​ |  |  |  | ​ | $ | 25,896 | ​ | $ | 26,800 | ​ | $ | 27,083
​ |  |  | ​ |  |  |  | ​ |  |  | ​ |  |  | ​ |  |
Wholesale Trade |  |  | ​ |  |  |  | ​ |  |  | ​ |  |  | ​ |  |
BaubleBar, Inc. (2) |  | Secured Loan | ​ | March 1, 2023 |  | Fixed interest rate 11.5%; EOT 7.3% | ​ | $ | 5,752 | ​ | $ | 6,576 | ​ | $ | 6,148
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Grandpad, Inc. | ​ | Equipment Financing | ​ | June 1, 2023 | ​ | Fixed interest rate 10.6%; EOT 5.0% | ​ | $ | 2,899 | ​ | $ | 2,907 | ​ | $ | 2,907
​ | ​ | Equipment Financing | ​ | July 1, 2023 | ​ | Fixed interest rate 10.8%; EOT 5.0% | ​ | ​ | 3,672 | ​ | ​ | 3,667 | ​ | ​ | 3,667
Total Grandpad, Inc. (16) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 6,571 | ​ | ​ | 6,574 | ​ | ​ | 6,574
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
GrubMarket, Inc. | ​ | Secured Loan | ​ | July 1, 2024 | ​ | Fixed interest rate 10.5%; EOT 3.0% | ​ | $ | 10,000 | ​ | $ | 9,875 | ​ | $ | 10,114
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Sub-total: Wholesale Trade (9.6%)* |  |  | ​ |  |  |  | ​ | $ | 22,323 | ​ | $ | 23,025 | ​ | $ | 22,836
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Total: Debt Securities (186.0%)* (15) |  |  | ​ |  |  |  | ​ | $ | 448,010 | ​ | $ | 447,510 | ​ | $ | 443,219

​

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Consolidated Schedule of Investments

December 31, 2020

(In thousands, except share and per share data)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Portfolio Company (1) |  | Type of Investment (3) |  | Expiration Date |  | Series |  | Shares |  | Strike Price |  | Cost |  | Fair Value (6)
Warrant Investments | ​ |  | ​ | ​ | ​ |  | ​ |  | ​ |  | ​ | ​ |  | ​ | ​ |  | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | ​
Agriculture, Forestry, Fishing and Hunting (2) | ​ |  | ​ |  | ​ |  | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |
Bowery Farming, Inc. | ​ | Warrant | ​ | June 10, 2029 | ​ | Common Stock | ​ | 68,863 | ​ | $ | 5.08 | ​ | $ | 410 | ​ | $ | 403
​ | ​ | Warrant | ​ | December 22, 2030 | ​ | Common Stock | ​ | 29,925 | ​ | $ | 6.24 | ​ | $ | 160 | ​ | $ | 160
Total Bowery Farming, Inc. | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 570 | ​ | ​ | 563
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Robotany, Inc. | ​ | Warrant | ​ | July 19, 2029 | ​ | Common Stock | ​ | 262,870 | ​ | $ | 0.26 | ​ | $ | 128 | ​ | $ | 92
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Sub-Total: Agriculture, Forestry, Fishing and Hunting (0.3%)* | ​ |  | ​ | ​ | ​ |  | ​ | ​ | $ | 698 | ​ | $ | 655
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Construction (2) | ​ |  | ​ |  | ​ |  | ​ | ​ | ​ |  | ​ | ​ |  |  | ​ |  |
Project Frog, Inc. (7) | ​ | Warrant | ​ | July 26, 2026 | ​ | Preferred Series AA | ​ | 391,990 | ​ | $ | 0.19 | ​ | $ | 18 | ​ | $ | 2
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Sub-Total: Construction (0.0%)* | ​ |  | ​ | ​ | ​ |  | ​ | ​ | ​ |  | ​ | ​ | $ | 18 | ​ | $ | 2
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Educational Services (2) | ​ |  | ​ | ​ | ​ |  | ​ | ​ | ​ |  | ​ | ​ |  |  | ​ |  |
Qubed, Inc. dba Yellowbrick | ​ | Warrant | ​ | September 28, 2028 | ​ | Common Stock | ​ | 222,222 | ​ | $ | 0.90 | ​ | $ | 120 | ​ | $ | 593
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Sub-Total: Educational Services (0.2%)* | ​ |  | ​ | ​ | ​ |  | ​ |  | ​ |  | ​ | ​ | $ | 120 | ​ | $ | 593
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Finance and Insurance (2) | ​ |  | ​ | ​ | ​ |  | ​ |  | ​ |  | ​ | ​ |  |  | ​ |  |
DailyPay, Inc. | ​ | Warrant | ​ | September 30, 2030 | ​ | Common Stock | ​ | 89,264 | ​ | $ | 3.00 | ​ | $ | 151 | ​ | $ | 206
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Petal Card, Inc. | ​ | Warrant | ​ | November 27, 2029 | ​ | Preferred Series B | ​ | 250,268 | ​ | $ | 1.32 | ​ | $ | 147 | ​ | $ | 350
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Realty Mogul, Co | ​ | Warrant | ​ | December 18, 2027 | ​ | Preferred Series B | ​ | 234,421 | ​ | $ | 3.88 | ​ | $ | 285 | ​ | $ | 25
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Sub-Total: Finance and Insurance (0.2%)* | ​ |  | ​ | ​ | ​ |  | ​ | ​ | ​ |  | ​ | ​ | $ | 583 | ​ | $ | 581
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Health Care and Social Assistance (2) | ​ |  | ​ | ​ | ​ |  | ​ | ​ | ​ |  | ​ | ​ |  |  | ​ |  |
Lark Technologies, Inc. | ​ | Warrant | ​ | September 30, 2030 | ​ | Common Stock | ​ | 76,231 | ​ | $ | 1.76 | ​ | $ | 177 | ​ | $ | 163
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Sub-Total: Health Care and Social Assistance (0.1%)* | ​ | ​ | ​ |  | ​ | ​ | ​ |  | ​ | ​ | $ | 177 | ​ | $ | 163
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Information (2) | ​ |  | ​ | ​ | ​ |  | ​ | ​ | ​ |  | ​ | ​ |  |  | ​ |  |
Convercent, Inc. | ​ | Warrant | ​ | November 30, 2025 | ​ | Preferred Series 1 | ​ | 3,139,579 | ​ | $ | 0.16 | ​ | $ | 924 | ​ | $ | 610
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Figg, Inc. (12) | ​ | Warrant | ​ | March 31, 2028 | ​ | Common Stock | ​ | 935,198 | ​ | $ | 0.07 | ​ | $ | — | ​ | $ | —
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Everalbum, Inc. | ​ | Warrant | ​ | July 29, 2026 | ​ | Preferred Series A | ​ | 851,063 | ​ | $ | 0.10 | ​ | $ | 24 | ​ | $ | 6
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Firefly Systems, Inc. | ​ | Warrant | ​ | January 29, 2030 | ​ | Common Stock | ​ | 133,147 | ​ | $ | 1.14 | ​ | $ | 282 | ​ | $ | 132
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Gtxcel, Inc. | ​ | Warrant | ​ | September 24, 2025 | ​ | Preferred Series C | ​ | 1,000,000 | ​ | $ | 0.21 | ​ | $ | 83 | ​ | $ | 4
​ | ​ | Warrant | ​ | September 24, 2025 | ​ | Preferred Series D | ​ | 1,000,000 | ​ | $ | 0.21 | ​ |  | 83 | ​ |  | 12
Total Gtxcel, Inc. | ​ |  | ​ | ​ | ​ |  | ​ | ​ | ​ |  | ​ | ​ |  | 166 | ​ |  | 16
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Hytrust, Inc. | ​ | Warrant | ​ | June 23, 2026 | ​ | Preferred Series D2 | ​ | 424,808 | ​ | $ | 0.82 | ​ | $ | 172 | ​ | $ | —
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Lucidworks, Inc. | ​ | Warrant | ​ | June 27, 2026 | ​ | Preferred Series D | ​ | 619,435 | ​ | $ | 0.77 | ​ | $ | 806 | ​ | $ | 1,509
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Oto Analytics, Inc. | ​ | Warrant | ​ | August 31, 2028 | ​ | Preferred Series B | ​ | 1,018,718 | ​ | $ | 0.79 | ​ | $ | 295 | ​ | $ | 221
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
RapidMiner, Inc. | ​ | Warrant | ​ | March 25, 2029 | ​ | Preferred Series C-1 | ​ | 11,624 | ​ | $ | 60.22 | ​ | $ | 528 | ​ | $ | 357
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
STS Media, Inc.(12) | ​ | Warrant | ​ | March 15, 2028 | ​ | Preferred Series C | ​ | 20,210 | ​ | $ | 24.74 | ​ | $ | — | ​ | $ | —
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Sub-Total: Information (1.2%)* |  |  | ​ | ​ |  |  |  |  | ​ |  | ​ | ​ | $ | 3,197 | ​ | $ | 2,851

​

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Consolidated Schedule of Investments

December 31, 2020

(In thousands, except share and per share data)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Portfolio Company (1) |  | Type of Investment (3) |  | Expiration Date |  | Series |  | Shares |  | Strike Price |  | Cost |  | Fair Value (6)
Warrant Investments, Continued | ​ |  | ​ | ​ | ​ |  | ​ |  | ​ |  | ​ | ​ |  | ​ | ​ |  | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | ​
Manufacturing (2) | ​ |  | ​ | ​ | ​ |  | ​ |  | ​ |  | ​ | ​ |  |  | ​ |  |
Atieva, Inc. (13) | ​ | Warrant | ​ | March 31, 2027 | ​ | Preferred Series D | ​ | 390,016 | ​ | $ | 5.13 | ​ | $ | 3,067 | ​ | $ | 1,053
​ | ​ | Warrant | ​ | September 8, 2027 | ​ | Preferred Series D | ​ | 195,008 | ​ | $ | 5.13 | ​ |  | 1,533 | ​ |  | 526
Total Atieva, Inc. | ​ |  | ​ | ​ | ​ |  | ​ | ​ | ​ |  | ​ | ​ |  | 4,600 | ​ |  | 1,579
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
AyDeeKay LLC | ​ | Warrant | ​ | March 30, 2028 | ​ | Preferred Series G | ​ | 6,250 | ​ | $ | 35.42 | ​ | $ | 31 | ​ | $ | 32
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Footprint International Holding, Inc. | ​ | Warrant | ​ | February 14, 2030 | ​ | Common Stock | ​ | 26,852 | ​ | $ | 0.31 | ​ | $ | 5 | ​ | $ | 81
​ | ​ | Warrant | ​ | June 22, 2030 | ​ | Common Stock | ​ | 10,836 | ​ | $ | 0.31 | ​ |  | 4 | ​ |  | 33
Total Footprint International Holding, Inc. | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 9 | ​ | ​ | 114
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Happiest Baby, Inc. | ​ | Warrant | ​ | May 16, 2029 | ​ | Common Stock | ​ | 182,554 | ​ | $ | 0.33 | ​ | $ | 193 | ​ | $ | 126
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Hexatech, Inc. (12) | ​ | Warrant | ​ | April 2, 2022 | ​ | Preferred Series A | ​ | 226 | ​ | $ | 2.77 | ​ | $ | — | ​ | $ | —
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Lensvector, Inc. | ​ | Warrant | ​ | December 30, 2021 | ​ | Preferred Series C | ​ | 85,065 | ​ | $ | 1.18 | ​ | $ | 32 | ​ | $ | —
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Mainspring Energy, Inc. | ​ | Warrant | ​ | July 9, 2029 | ​ | Common Stock | ​ | 140,186 | ​ | $ | 1.15 | ​ | $ | 283 | ​ | $ | 394
​ | ​ | Warrant | ​ | November 20, 2030 | ​ | Common Stock | ​ | 81,294 | ​ | $ | 1.15 | ​ | ​ | 226 | ​ | ​ | 229
Total Mainspring Energy, Inc. | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 509 | ​ | ​ | 623
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Molekule, Inc. | ​ | Warrant | ​ | June 19, 2030 | ​ | Preferred Series C-1 | ​ | 32,051 | ​ | ​ | 3.12 | ​ | $ | 16 | ​ | $ | 23
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
SBG Labs, Inc. | ​ | Warrant | ​ | June 29, 2023 | ​ | Preferred Series A-1 | ​ | 42,857 | ​ | $ | 0.70 | ​ | $ | 13 | ​ | $ | 10
​ | ​ | Warrant | ​ | September 18, 2024 | ​ | Preferred Series A-1 | ​ | 25,714 | ​ | $ | 0.70 | ​ |  | 8 | ​ |  | 6
​ | ​ | Warrant | ​ | January 14, 2024 | ​ | Preferred Series A-1 | ​ | 21,492 | ​ | $ | 0.70 | ​ |  | 7 | ​ |  | 5
​ | ​ | Warrant | ​ | March 24, 2025 | ​ | Preferred Series A-1 | ​ | 12,155 | ​ | $ | 0.70 | ​ |  | 4 | ​ |  | 3
​ | ​ | Warrant | ​ | October 10, 2023 | ​ | Preferred Series A-1 | ​ | 11,150 | ​ | $ | 0.70 | ​ |  | 4 | ​ |  | 3
​ | ​ | Warrant | ​ | May 6, 2024 | ​ | Preferred Series A-1 | ​ | 11,145 | ​ | $ | 0.70 | ​ |  | 4 | ​ |  | 3
​ | ​ | Warrant | ​ | June 9, 2024 | ​ | Preferred Series A-1 | ​ | 7,085 | ​ | $ | 0.70 | ​ |  | 2 | ​ |  | 2
​ | ​ | Warrant | ​ | May 20, 2024 | ​ | Preferred Series A-1 | ​ | 342,857 | ​ | $ | 0.70 | ​ |  | 110 | ​ |  | 80
​ | ​ | Warrant | ​ | March 26, 2025 | ​ | Preferred Series A-1 | ​ | 200,000 | ​ | $ | 0.70 | ​ |  | 65 | ​ |  | 48
Total SBG Labs, Inc. | ​ |  | ​ | ​ | ​ |  | ​ |  | ​ |  |  | ​ |  | 217 | ​ |  | 160
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
The Fynder Group, Inc. | ​ | Warrant | ​ | October 14, 2030 | ​ | Common Stock | ​ | 107,190 | ​ | $ | 0.49 | ​ | $ | 201 | ​ | $ | 282
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Vertical Communications, Inc. (7) (12) | ​ | Warrant | ​ | July 11, 2026 | ​ | Preferred Series A | ​ | 828,479 | ​ | $ | 1.00 | ​ | $ | — | ​ | $ | —
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Sub-Total: Manufacturing (1.2%)* | ​ |  | ​ | ​ | ​ |  | ​ |  | ​ |  |  | ​ | $ | 5,808 | ​ | $ | 2,939

​

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Consolidated Schedule of Investments

December 31, 2020

(In thousands, except share and per share data)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Portfolio Company (1) |  | Type of Investment (3) |  | Expiration Date |  | Series |  | Shares |  | Strike Price |  | Cost | ​ | Fair Value (6)
Warrant Investments, Continued | ​ |  | ​ | ​ | ​ |  | ​ |  | ​ |  | ​ | ​ |  | ​ | ​ |  | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Pharmaceutical (2) | ​ |  | ​ | ​ | ​ |  | ​ |  | ​ |  |  | ​ |  |  | ​ |  |
Nanotherapeutics, Inc. (8) | ​ | Warrant | ​ | November 14, 2021 | ​ | Common Stock | ​ | 67,961 | ​ | $ | 1.03 | ​ | $ | 1,122 | ​ | $ | 2,216
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Zosano Pharma Corporation | ​ | Warrant | ​ | September 25, 2025 | ​ | Common Stock | ​ | 75,000 | ​ | $ | 3.59 | ​ | $ | 69 | ​ | $ | 18
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Sub-Total: Pharmaceutical (0.9%)* | ​ |  | ​ | ​ | ​ |  | ​ |  | ​ |  |  | ​ | $ | 1,191 | ​ | $ | 2,234
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | ​
Professional, Scientific, and Technical Services (2) | ​ |  | ​ | ​ | ​ |  | ​ |  | ​ |  |  | ​ |  |  | ​ |  |
Augmedix, Inc. | ​ | Warrant | ​ | September 3, 2029 | ​ | Preferred Series B | ​ | 580,383 | ​ | $ | 2.88 | ​ | $ | 449 | ​ | $ | 379
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Continuity, Inc. | ​ | Warrant | ​ | March 29, 2026 | ​ | Preferred Series C | ​ | 1,588,806 | ​ | $ | 0.25 | ​ | $ | 21 | ​ | $ | 45
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Crowdtap, Inc. | ​ | Warrant | ​ | December 16, 2025 | ​ | Preferred Series B | ​ | 442,233 | ​ | $ | 1.09 | ​ | $ | 42 | ​ | $ | 140
​ | ​ | Warrant | ​ | November 30, 2027 | ​ | Preferred Series B | ​ | 100,000 | ​ | $ | 1.09 | ​ |  | 9 | ​ |  | 32
Total Crowdtap, Inc. | ​ |  | ​ | ​ | ​ |  | ​ | ​ | ​ |  | ​ | ​ |  | 51 | ​ |  | 172
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Dynamics, Inc. | ​ | Warrant | ​ | March 10, 2024 | ​ | Common Stock | ​ | 17,000 | ​ | $ | 10.59 | ​ | $ | 86 | ​ | $ | —
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
E La Carte, Inc. | ​ | Warrant | ​ | July 28, 2027 | ​ | Common Stock | ​ | 497,183 | ​ | $ | 0.30 | ​ | $ | 186 | ​ | $ | 123
​ | ​ | Warrant | ​ | July 28, 2027 | ​ | Preferred Series A | ​ | 104,284 | ​ | $ | 7.49 | ​ |  | 15 | ​ |  | 34
​ | ​ | Warrant | ​ | July 28, 2027 | ​ | Preferred Series AA-1 | ​ | 106,841 | ​ | $ | 7.49 | ​ |  | 15 | ​ |  | 1
Total E La Carte, Inc. | ​ |  | ​ | ​ | ​ |  | ​ | ​ | ​ |  | ​ | ​ |  | 216 | ​ |  | 158
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Edeniq, Inc. | ​ | Warrant | ​ | December 23, 2026 | ​ | Preferred Series B | ​ | 2,685,501 | ​ | $ | 0.22 | ​ | $ | — | ​ | $ | —
​ | ​ | Warrant | ​ | December 23, 2026 | ​ | Preferred Series B | ​ | 2,184,672 | ​ | $ | 0.01 | ​ |  | — | ​ |  | —
​ | ​ | Warrant | ​ | March 12, 2028 | ​ | Preferred Series C | ​ | 5,106,972 | ​ | $ | 0.44 | ​ |  | — | ​ |  | —
​ | ​ | Warrant | ​ | October 15, 2028 | ​ | Preferred Series C | ​ | 3,850,294 | ​ | $ | 0.01 | ​ |  | — | ​ |  | —
Total Edeniq, Inc. (7)(12) | ​ |  | ​ | ​ | ​ |  | ​ | ​ | ​ |  | ​ | ​ |  | — | ​ |  | —
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Fingerprint Digital, Inc. | ​ | Warrant | ​ | April 29, 2026 | ​ | Preferred Series B | ​ | 48,102 | ​ | $ | 10.39 | ​ | $ | 165 | ​ | $ | 84
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Hologram, Inc. | ​ | Warrant | ​ | January 27, 2030 | ​ | Common Stock | ​ | 193,054 | ​ | $ | 0.26 | ​ | $ | 49 | ​ | $ | 33
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Hospitalists Now, Inc. | ​ | Warrant | ​ | March 30, 2026 | ​ | Preferred Series D2 | ​ | 135,807 | ​ | $ | 5.89 | ​ | $ | 71 | ​ | $ | 272
​ | ​ | Warrant | ​ | December 6, 2026 | ​ | Preferred Series D2 | ​ | 750,000 | ​ | $ | 5.89 | ​ |  | 391 | ​ |  | 1,505
Total Hospitalists Now, Inc. | ​ |  | ​ | ​ | ​ |  | ​ | ​ | ​ |  | ​ | ​ |  | 462 | ​ |  | 1,777
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Incontext Solutions, Inc. | ​ | Warrant | ​ | September 28, 2028 | ​ | Preferred Series AA-1 | ​ | 332,858 | ​ | $ | 1.47 | ​ | $ | 34 | ​ | $ | 47
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Matterport, Inc. | ​ | Warrant | ​ | April 20, 2028 | ​ | Common Stock | ​ | 143,813 | ​ | $ | 1.43 | ​ | $ | 434 | ​ | $ | 603
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Pendulum Therapeutics, Inc. | ​ | Warrant | ​ | October 9, 2029 | ​ | Preferred Series B | ​ | 55,263 | ​ | $ | 1.90 | ​ | $ | 44 | ​ | $ | 65
​ | ​ | Warrant | ​ | July 15, 2030 | ​ | Preferred Series B | ​ | 36,842 | ​ | $ | 1.90 | ​ | ​ | 36 | ​ | ​ | 43
Total Pendulum Therapeutics, Inc. | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | 80 | ​ |  | 108
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Reciprocity, Inc. | ​ | Warrant | ​ | September 25, 2030 | ​ | Common Stock | ​ | 114,678 | ​ | $ | 4.17 | ​ | $ | 99 | ​ | $ | 145
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Resilinc, Inc. | ​ | Warrant | ​ | December 15, 2025 | ​ | Preferred Series A | ​ | 589,275 | ​ | $ | 0.51 | ​ | $ | 40 | ​ | $ | 100
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Saylent Technologies, Inc. | ​ | Warrant | ​ | March 31, 2027 | ​ | Preferred Series C | ​ | 24,096 | ​ | $ | 9.96 | ​ | $ | 108 | ​ | $ | 94
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Sun Basket, Inc. | ​ | Warrant | ​ | October 5, 2027 | ​ | Preferred Series C-2 | ​ | 249,306 | ​ | $ | 6.02 | ​ | $ | 111 | ​ | $ | 343
​ | ​ | Warrant | ​ | December 31, 2030 | ​ | Common Stock | ​ | 118,678 | ​ | $ | 0.89 | ​ | ​ | 545 | ​ | ​ | 546
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 656 | ​ | ​ | 889
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Utility Associates, Inc. | ​ | Warrant | ​ | June 30, 2025 | ​ | Preferred Series A | ​ | 92,511 | ​ | $ | 4.54 | ​ | $ | 55 | ​ | $ | 4
​ | ​ | Warrant | ​ | May 1, 2026 | ​ | Preferred Series A | ​ | 60,000 | ​ | $ | 4.54 | ​ |  | 36 | ​ |  | 3
​ | ​ | Warrant | ​ | May 22, 2027 | ​ | Preferred Series A | ​ | 200,000 | ​ | $ | 4.54 | ​ |  | 120 | ​ |  | 8
Total Utility Associates, Inc. | ​ |  | ​ | ​ | ​ |  | ​ | ​ | ​ |  | ​ | ​ |  | 211 | ​ |  | 15
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Sub-Total: Professional, Scientific, and Technical Services (2.0%)* | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | 3,161 | ​ | $ | 4,649

​

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TRINITY CAPITAL INC.

Consolidated Schedule of Investments

December 31, 2020

(In thousands, except share and per share data)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Portfolio Company (1) |  | Type of Investment (3) |  | Expiration Date |  | Series |  | Shares |  | Strike Price |  | Cost |  | Fair Value (6)
Warrant Investments, Continued | ​ |  | ​ | ​ | ​ |  | ​ |  | ​ |  | ​ | ​ |  | ​ | ​ |  | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | ​
Real Estate (2) | ​ |  | ​ | ​ | ​ |  | ​ |  | ​ |  |  | ​ |  |  | ​ |  |
Egomotion Corporation | ​ | Warrant | ​ | December 10, 2028 | ​ | Preferred Series A | ​ | 60,786 | ​ | $ | 1.32 | ​ | $ | — | ​ | $ | 53
​ | ​ | Warrant | ​ | June 29, 2028 | ​ | Preferred Series A | ​ | 121,571 | ​ | $ | 1.32 | ​ | ​ | 219 | ​ | ​ | 106
Total Egomotion Corporation | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 219 | ​ | ​ | 159
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Knockaway, Inc. | ​ | Warrant | ​ | May 24, 2029 | ​ | Preferred Series B | ​ | 87,955 | ​ | $ | 8.53 | ​ | $ | 209 | ​ | $ | 272
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Sub-Total: Real Estate (0.2%)* | ​ | ​ | ​ | ​ | ​ |  | ​ |  | ​ | ​ |  | ​ | $ | 428 | ​ | $ | 431
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Rental and Leasing Services (2) | ​ |  | ​ | ​ | ​ |  | ​ |  | ​ | ​ |  | ​ |  |  | ​ |  |
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Maxwell Financial Labs, Inc. | ​ | Warrant | ​ | October 7, 2030 | ​ | Common Stock | ​ | 106,735 | ​ | $ | 0.29 | ​ | $ | 21 | ​ | $ | 33
​ | ​ | Warrant | ​ | December 22, 2030 | ​ | Common Stock | ​ | 110,860 | ​ | $ | 0.29 | ​ | ​ | 34 | ​ | ​ | 34
Total Maxwell Financial Labs, Inc. | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 55 | ​ | ​ | 67
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Sub-Total: Rental and Leasing Services (0.0%)* | ​ | ​ | ​ | ​ | ​ |  | ​ |  | ​ | ​ |  | ​ | $ | 55 | ​ | $ | 67
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Retail Trade (2) | ​ |  | ​ | ​ | ​ |  | ​ |  | ​ | ​ |  | ​ |  |  | ​ |  |
Boosted eCommerce, Inc. (16) | ​ | Warrant | ​ | December 14, 2030 | ​ | Preferred Series A-1 | ​ | 759,263 | ​ | $ | 0.84 | ​ | $ | 259 | ​ | $ | 259
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Gobble, Inc. | ​ | Warrant | ​ | May 9, 2028 | ​ | Common Stock | ​ | 74,635 | ​ | $ | 1.20 | ​ | $ | 73 | ​ | $ | 63
​ | ​ | Warrant | ​ | December 27, 2029 | ​ | Common Stock | ​ | 10,000 | ​ | $ | 1.22 | ​ |  | 617 | ​ |  | 467
Total Gobble, Inc. | ​ | ​ | ​ | ​ | ​ |  | ​ | ​ | ​ |  | ​ | ​ |  | 690 | ​ |  | 530
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Madison Reed, Inc. | ​ | Warrant | ​ | March 23, 2027 | ​ | Preferred Series C | ​ | 194,553 | ​ | $ | 2.57 | ​ | $ | 185 | ​ | $ | 241
​ | ​ | Warrant | ​ | July 18, 2028 | ​ | Common Stock | ​ | 43,158 | ​ | $ | 0.99 | ​ |  | 71 | ​ |  | 78
​ | ​ | Warrant | ​ | May 19, 2029 | ​ | Common Stock | ​ | 36,585 | ​ | $ | 1.23 | ​ |  | 56 | ​ |  | 62
Total Madison Reed, Inc. | ​ | ​ | ​ | ​ | ​ |  | ​ | ​ | ​ |  | ​ | ​ |  | 312 | ​ |  | 381
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Portofino Labs, Inc. (16) | ​ | Warrant | ​ | December 31, 2030 | ​ | Common Stock | ​ | 39,659 | ​ | $ | 1.53 | ​ | $ | 15 | ​ | $ | 15
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Super73, Inc. (16) | ​ | Warrant | ​ | December 31, 2030 | ​ | Common Stock | ​ | 177,305 | ​ | $ | 3.16 | ​ | $ | 105 | ​ | $ | 105
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Trendly, Inc. | ​ | Warrant | ​ | August 10, 2026 | ​ | Preferred Series A | ​ | 245,506 | ​ | $ | 1.14 | ​ | $ | 222 | ​ | $ | 256
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Sub-Total: Retail Trade (0.6%)* | ​ | ​ | ​ | ​ | ​ |  | ​ | ​ | ​ |  | ​ | ​ | $ | 1,603 | ​ | $ | 1,546
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Wholesale Trade (2) | ​ |  | ​ | ​ | ​ |  | ​ | ​ | ​ |  | ​ | ​ |  |  | ​ |  |
BaubleBar, Inc. | ​ | Warrant | ​ | March 29, 2027 | ​ | Preferred Series C | ​ | 531,806 | ​ | $ | 1.96 | ​ | $ | 638 | ​ | $ | 207
​ | ​ | Warrant | ​ | April 20, 2028 | ​ | Preferred Series C | ​ | 60,000 | ​ | $ | 1.96 | ​ |  | 72 | ​ |  | 23
Total BaubleBar, Inc. | ​ | ​ | ​ | ​ | ​ |  | ​ | ​ | ​ |  | ​ | ​ |  | 710 | ​ |  | 230
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
GrubMarket, Inc. | ​ | Warrant | ​ | June 15, 2030 | ​ | Common Stock | ​ | 405,000 | ​ | $ | 1.10 | ​ | $ | 116 | ​ | $ | 837
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Sub-Total: Wholesale Trade (0.4%)* | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | 826 | ​ | $ | 1,067
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Total: Warrant Investments (7.4%)* (15) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | 17,865 | ​ | $ | 17,778

​

​

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TRINITY CAPITAL INC.

Consolidated Schedule of Investments

December 31, 2020

(In thousands, except share and per share data)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Portfolio Company (1) |  | Type of Investment (3) |  | Shares / Principal |  | Series |  | Cost |  | Fair Value (6)
Equity Investments | ​ |  | ​ | ​ |  | ​ |  | ​ |  | ​ | ​ |  | ​
Construction (2) | ​ |  | ​ | ​ |  | ​ |  | ​ |  | ​ | ​ |  | ​
Project Frog, Inc. |  | Equity |  | ​ | 8,118,527 |  | Preferred Series AA-1 | ​ | $ | 702 | ​ | $ | 36
​ |  | Equity |  | ​ | 6,300,134 |  | Preferred Series BB | ​ |  | 2,667 | ​ |  | 449
Total Project Frog, Inc. (7) |  |  |  | ​ | ​ |  |  | ​ |  | 3,369 | ​ |  | 485
​ |  |  |  | ​ | ​ |  |  | ​ |  |  | ​ |  |
Sub-Total: Construction (0.2%)* |  |  |  | ​ | ​ |  |  | ​ | $ | 3,369 | ​ | $ | 485
​ |  |  |  | ​ | ​ |  |  | ​ |  |  | ​ |  |
Health Care and Social Assistance (2) |  |  |  | ​ | ​ |  |  | ​ |  |  | ​ |  |
WorkWell Prevention & Care Inc. |  | Equity |  | ​ | 7,000,000 |  | Common Stock | ​ | $ | 51 | ​ | $ | —
​ |  | Equity |  | ​ | 3,450 |  | Preferred Series P | ​ |  | 3,450 | ​ |  | 657
​ |  |  |  | $ | 1,470 |  | Convertible Notes (10) | ​ |  | 1,519 | ​ |  | 1,542
Total WorkWell Prevention & Care Inc. (7) |  |  |  | ​ | ​ |  |  | ​ |  | 5,020 | ​ |  | 2,199
​ |  |  |  | ​ | ​ |  |  | ​ |  |  | ​ |  |
Sub-Total: Health Care and Social Assistance (0.9%)* |  |  |  | ​ | ​ |  |  | ​ | $ | 5,020 | ​ | $ | 2,199
​ |  |  |  | ​ | ​ |  |  | ​ |  |  | ​ |  |
Manufacturing (2) |  |  |  | ​ | ​ |  |  | ​ |  |  | ​ |  |
Store Intelligence, Inc. (8) | ​ | Equity | ​ | ​ | 1,430,000 | ​ | Preferred Series A | ​ | $ | 608 | ​ | $ | 694
​ |  |  |  | ​ | ​ |  |  | ​ |  |  | ​ |  |
Vertical Communications, Inc. |  | Equity |  | ​ | 3,892,485 |  | Preferred Series 1 (12) | ​ | $ | — | ​ | $ | —
​ |  | Equity |  | $ | 5,500,000 |  | Convertible Notes (10) | ​ |  | 3,966 | ​ |  | 3,350
Total Vertical Communications, Inc. (7) |  |  |  | ​ | ​ |  |  | ​ |  | 3,966 | ​ |  | 3,350
​ |  |  |  | ​ | ​ |  |  | ​ |  |  | ​ |  |
Sub-Total: Manufacturing (1.7%)* |  |  |  | ​ | ​ |  |  | ​ | $ | 4,574 | ​ | $ | 4,044
​ |  |  |  | ​ | ​ |  |  | ​ |  |  | ​ |  |
Pharmaceutical (2) |  |  |  | ​ | ​ |  |  | ​ |  |  | ​ |  |
Nanotherapeutics, Inc. (8) |  | Equity |  | ​ | 382,277 |  | Common Stock (18) | ​ | $ | 6,691 | ​ | $ | 12,856
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Sub-Total: Pharmaceutical (5.4%)* |  |  |  | ​ | ​ |  |  | ​ | $ | 6,691 | ​ | $ | 12,856
​ |  |  |  | ​ | ​ |  |  | ​ |  |  | ​ |  |
Professional, Scientific, and Technical Services (2) |  |  |  | ​ | ​ |  |  | ​ |  |  | ​ |  |
Dynamics, Inc. |  | Equity |  | ​ | 17,726 |  | Preferred Series A | ​ | $ | 390 | ​ | $ | —
​ | ​ | Equity | ​ | ​ | 15,000 | ​ | Common Stock | ​ | ​ | — | ​ | ​ | —
Total Dynamics, Inc. | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 390 | ​ | ​ | —
​ |  |  |  | ​ | ​ |  |  | ​ |  |  | ​ |  |
Edeniq, Inc. |  | Equity |  | ​ | 7,807,499 |  | Preferred Series B (12) | ​ | $ | — | ​ | $ | —
​ |  | Equity |  | ​ | 2,441,082 |  | Preferred Series C (12) | ​ |  | — | ​ |  | —
​ |  | Equity |  | $ | 1,303,373 |  | Convertible Notes (10)(12) | ​ |  | — | ​ |  | —
Total Edeniq, Inc. (7) |  |  |  | ​ | ​ |  |  | ​ |  | — | ​ |  | —
​ |  |  |  | ​ | ​ |  |  | ​ |  |  | ​ |  |
Instart Logic, Inc. |  | Equity |  | $ | 2,600,000 |  | Convertible Notes (10) | ​ | $ | 2,646 | ​ | $ | 3,625
​ |  |  |  | ​ | ​ |  |  | ​ |  |  | ​ |  |
Sub-Total: Professional, Scientific, and Technical Services (1.5%)* |  | ​ | ​ | $ | 3,036 | ​ | $ | 3,625
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Retail Trade (2) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Birchbox, Inc. (7) | ​ | Equity | ​ | ​ | 3,140,927 | ​ | Preferred Series D | ​ | $ | 10,271 | ​ | $ | 9,445
​ |  |  |  | ​ |  |  |  | ​ | ​ | ​ | ​ | ​ | ​
Sub-Total: Retail Trade (4.0%)* | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | 10,271 | ​ | $ | 9,445
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Total: Equity Investments (13.7%)* (15) |  |  |  | ​ |  |  |  | ​ | $ | 32,961 | ​ | $ | 32,654
​ |  |  |  | ​ |  |  |  | ​ |  |  | ​ |  |
Total Investment in Securities (207.2%)* |  |  |  | ​ |  |  |  | ​ | $ | 498,336 | ​ | $ | 493,651
​ |  |  |  | ​ |  |  |  | ​ |  |  | ​ |  |
Cash, Cash Equivalents, and Restricted Cash |  |  |  | ​ |  |  |  | ​ |  |  | ​ |  |
Goldman Sachs Financial Square Government Institutional Fund | ​ |  |  |  | ​ | $ | 60,284 | ​ | $ | 60,284
Other cash accounts |  |  |  | ​ |  |  |  | ​ |  | 817 | ​ |  | 817
Cash, Cash Equivalents, and Restricted Cash (25.6%)* |  |  |  | ​ |  |  |  | ​ |  | 61,101 | ​ |  | 61,101
​ |  |  |  | ​ |  |  |  | ​ |  |  | ​ |  |
Total Portfolio Investments and Cash and Cash Equivalents (232.9% of net assets) |  |  |  | ​ |  |  |  | ​ | $ | 559,437 | ​ | $ | 554,752
​ |  |  |  | ​ |  |  |  | ​ |  |  | ​ |  |

​

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TRINITY CAPITAL INC.

Consolidated Schedule of Investments

December 31, 2020

(In thousands, except share and per share data)

​

* | Value as a percent of net assets

(1) | All portfolio companies are located in North America. As of December 31, 2020, the Company had one foreign domiciled portfolio in Canada. The Company generally acquires its investments in private transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). These investments are generally subject to certain limitations on resale and may be deemed to be “restricted securities” under the Securities Act.

(2) | Trinity Capital uses the North American Industry Classification System (“NAICS”) code for classifying the industry grouping of its portfolio companies.

(3) | All debt investments are income producing unless otherwise noted. All equity and warrant investments are non-income producing unless otherwise noted. Equipment financed under our equipment financing investments relates to operational equipment essential to revenue production for the portfolio company in the industry noted.

(4) | Interest rate is the fixed or variable rate of the debt investments and does not include any original issue discount, end-of-term (“EOT”) payment, or any additional fees related to such investments, such as deferred interest, commitment fees, prepayment fees or exit fees. EOT payments are contractual payments due in cash at the maturity date of the loan, including upon prepayment, and are a fixed rate determined at the inception of the loan. At the end of the term of certain equipment financings, the borrower has the option to purchase the underlying assets at fair market value in certain cases subject to a cap, or return the equipment and pay a restocking fee. The fair values of the financed assets have been estimated as a percentage of original cost for purpose of the EOT payment value. The EOT payment is amortized and recognized as non-cash income over the loan or equipment financing prior to its payment.

(5) | Principal is net of repayments, if any, as per the terms of the debt instrument’s contract.

(6) | All investments were valued at fair value using Level 3 significant unobservable inputs as determined in good faith by the Company’s board of directors.

(7) | This investment is deemed to be a “Control Investment.” Control Investments are defined by the Investment Company Act of 1940, as amended, as investments in companies in which the Company owns more than 25% of the voting securities or maintains greater than 50% of the board representation. As defined in the Investment Company Act, Trinity Capital is deemed to be an “Affiliated Person” of this portfolio company. See “Note 3 – Investments” in the accompanying notes to the Financial Statements.

(8) | This investment is deemed to be a “Affiliate Investment.” Affiliate Investments are defined by the Investment Company Act of 1940, as amended, as investments in companies in which the Company owns between 5% and 25% of the voting securities. As defined in the Investment Company Act, Trinity Capital is deemed to be an “Affiliated Person” of this portfolio company. See “Note 3 – Investments” in the accompanying notes to the Financial Statements.

(9) | The interest rate on variable interest rate investments represents a benchmark rate plus spread. The benchmark interest rate is subject to interest rate floors. The benchmark rate PRIME was 3.25% as of December 31, 2020.

(10) | Convertible notes represent investments through which the Company will participate in future equity rounds at preferential rates. There are no principal or interest payments made against the note unless conversion does not take place.

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(11) | Debt is on non-accrual status as of December 31, 2020 and is therefore considered non-income producing.

(12) | Investment has zero cost basis as it was purchased at a fair market value of zero as part of the Formation Transaction.

(13) | Indicates an asset that the Company deems as a “non-qualifying asset” under section 55(a) by the Investment Company Act of 1940, as amended. The Company’s percentage of non-qualifying assets represents 5.1% of the Company’s total assets as of December 31, 2020. Qualifying assets must represent at least 70% of the Company’s total assets at the time of acquisition of any additional non-qualifying assets.

(14) | Investment has an unfunded commitment as of December 31, 2020 (see “Note 6 – Commitments and Contingencies”). The fair value of the investment includes the impact of the fair value of any unfunded commitments.

(15) | All of the Company’s debt, warrant and equity securities are pledged as collateral supporting the amounts outstanding under the credit agreement with Credit Suisse AG (see “Note 5 – Borrowings”), except as noted.

(16) | Investment is not pledged as collateral supporting amounts outstanding under the credit agreement with Credit Suisse AG.

(17) | Investment is considered non-income producing.

(18) | Certain third parties have rights to 17,485 shares of Nanotherapeutics common stock at a fair value of approximately $0.6 million as of December 31, 2020.

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TRINITY CAPITAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1. Organization and Basis of Presentation

Trinity Capital Inc., formed on August 12, 2019 as a Maryland corporation, is a specialty lending company focused on providing debt, including loans and equipment financings, to growth stage companies, including venture-backed companies and companies with institutional equity investors. The Company commenced operations on January 16, 2020. Prior to January 16, 2020, the Company had no operations, except for matters relating to its formation and organization as a business development company (“BDC”).

The Company is an internally managed, closed-end, non-diversified management investment company that has elected to be regulated as a BDC under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company intends to elect to be treated, and intends to qualify annually thereafter, as a regulated investment company (a “RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax purposes.

On September 27, 2019, the Company was initially capitalized with the issuance of 10 shares of its common stock for $150 to its sole stockholder. On January 16, 2020, the Company completed a series of transactions, including a private equity offering, a private debt offering, and the acquisition of Trinity Capital Investment, LLC (“TCI”), Trinity Capital Fund II, L.P. (“Fund II”), Trinity Capital Fund III, L.P. (“Fund III”), Trinity Capital Fund IV, L.P. (“Fund IV”), and Trinity Sidecar Income Fund, L.P. (“Sidecar Fund”) (collectively the “Legacy Funds”) through mergers of the Legacy Funds with an into the Company (the “Formation Transactions”). See “Formation Transactions” below.

The Company’s common stock began trading on the Nasdaq Global Select Market on January 29, 2021 under the symbol “TRIN” in connection with its initial public offering of shares of its common stock (“IPO”). See “Note 14 – Subsequent Events.”

Basis of Presentation

The Company’s consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and pursuant to the requirements for reporting on Form 10-K and Regulation S-X. As an investment company, the Company follows accounting and reporting guidance determined by the Financial Accounting Standards Board (“FASB”), in Accounting Standards Codification, as amended (“ASC”) Topic 946 - Financial Services – Investment Companies (“ASC 946”).

Formation Transactions

The Formation Transactions were accounted for as a business combination in accordance with FASB ASC 805, Business Combinations (“ASC 805”), and as a result the assets acquired, and liabilities assumed were recorded at fair values as of January 16, 2020. Transaction costs related to the acquisition of a business are expensed as incurred and excluded from the fair value of the consideration transferred.

On January 16, 2020, the Company completed a private equity offering (the “Private Common Stock Offering”) of shares of its common stock pursuant to which it issued and sold 7,000,000 shares for gross proceeds of approximately $105.0 million. On January 29, 2020, an over-allotment option related to the Private Common Stock Offering was exercised in full and the Company issued and sold an additional 1,333,333 shares of its common stock for gross proceeds of approximately $20 million. As a result, the Company issued and sold an aggregate of 8,333,333 shares of its common stock for total aggregate gross proceeds of approximately $125 million.

On January 16, 2020, concurrent with the initial closing of the Private Common Stock Offering, the Company completed a private debt offering (the “144A Note Offering” and together with the Private Common Stock Offering, the “Private Offerings”) of $105.0 million in aggregate principal amount of the Company’s unsecured 7.00% Notes due

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2025 (the “2025 Notes”). On January 29, 2020, an over-allotment option related to the 144A Note Offering was exercised in full and on the Company issued and sold an additional $20 million in aggregate principal amount of the Notes. As a result, the Company issued and sold $125 million in aggregate principal amount of the Notes. See “Note 5 - Borrowings” and “Note 7 – Stockholder’s Equity.”

On January 16, 2020, immediately following the consummation of the Private Offerings, the Company used a portion of the proceeds of the Private Offerings to acquire, through the Formation Transactions, the Legacy Funds and Trinity Capital Holdings, LLC (“Trinity Capital Holdings”). Each member/limited partner of the Legacy Funds was given the option to elect to receive cash and or shares of the Company’s common stock in exchange for its limited partner interests or membership interests, as applicable. The general partners, managers or managing members of the Legacy Funds received only shares in exchange for their interests held in such capacities. As a result of the Formation Transactions, the Legacy Funds were merged with and into the Company.

As consideration for the partnership and membership interests in the Legacy Funds, the Company issued 9,183,185 shares of its common stock at $15.00 per share for a total value of approximately $137.7 million and paid approximately $108.7 million in cash to the Legacy Investors totaling approximately $246.4 million. The acquisition consideration of the Formation Transactions was based on valuations as of September 30, 2019, as adjusted for assets that were disposed of by the Legacy Funds, as well as earnings, capital contributions and distributions paid to the members/limited partners, and material events affecting the portfolio companies of the Legacy Funds subsequent to September 30, 2019 and through the closing date of the Formation Transactions.

A summary of the fair value of the assets acquired and liabilities assumed from the Legacy Funds as of the acquisition date is as follows (in thousands):

​

​ | ​ | ​ | ​
Investments acquired |  | $ | 417,023
Interest receivable and other assets acquired |  | ​ | 1,191
Accounts payable and accrued liabilities assumed |  | ​ | (680)
Customer deposits assumed |  | ​ | (4,250)
Credit facility assumed |  | ​ | (190,000)
Financing fees related to credit facility acquired |  | ​ | 1,900
Cash acquired |  | ​ | 19,183
Total net assets acquired | ​ | $ | 244,367

​

The total merger consideration of the Legacy Funds of approximately $246.4 million exceeded the fair value of the net assets acquired as of the acquisition date, and as a result, the Company included a loss of approximately $2.1 million in Costs related to the acquisition of Trinity Capital Holdings and Legacy Funds in the Consolidated Statements of Operations. During the year ended December 31, 2020, upon filing the final tax returns for the Legacy Funds, the Company reversed approximately $0.4 million of accrued liabilities assumed related to expected tax expense of the Legacy Funds.

Additionally, as part of the Formation Transactions, the Company also used a portion of the proceeds of the Private Offerings to acquire 100% of the equity interests of Trinity Capital Holdings, the sole member of Trinity Management IV, LLC, the investment manager to Fund IV and the sub-adviser to Fund II and Fund III, the Company issued 533,332 shares of common stock at $15.00 per share for a total value of approximately $8.0 million and paid approximately $2.0 million in cash. The Company also assumed a $3.5 million severance related liability with respect to a former member of certain general partners of certain Legacy Funds. Prior to the completion of the Formation Transactions, Trinity Capital Holdings acquired approximately $0.2 million of certain net assets from Trinity SBIC Management, LLC, the investment manager to Fund II and Fund III.

In connection with the acquisition of Trinity Capital Holdings, approximately $13.5 million (consisting of the aggregate purchase price and severance related liability assumed) was expensed to Costs related to the acquisition of Trinity Capital Holdings and Legacy Funds in the Consolidated Statements of Operations. Under ASC 805, such amount represents the settlement price, based on the estimated fair value of the future profits and cash flows that would otherwise have been contractually due to Trinity Capital Holdings, had the underlying management agreements with

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each of the Legacy Funds not been canceled in order to enter into the Formation Transactions and operate the Company as an internally managed BDC.

Principles of Consolidation

Under ASC 946, the Company is precluded from consolidating portfolio company investments, including those in which it has a controlling interest, unless the portfolio company is another investment company. An exception to this general principle occurs if the Company holds a controlling interest in an operating company that provides all or substantially all of its services directly to the Company or to its portfolio companies. None of the portfolio investments made by the Company qualify for this exception. Therefore, the Company’s investment portfolio is carried on the Consolidated Statements of Assets and Liabilities at fair value, as discussed further in “Note 3 - Investments,” with any adjustments to fair value recognized as "Net unrealized appreciation (depreciation) from investments" on the Consolidated Statements of Operations.

The Company’s consolidated operations include the activities of its wholly owned subsidiary, Trinity Funding 1, LLC (“TF1”). On January 16, 2020, in connection with the Formation Transactions, the Company acquired TF1 through Fund II and became a party to, and assumed, a $300 million credit agreement (as amended, the “Credit Facility”) with Credit Suisse AG (“Credit Suisse”) through TF1. TF1 was formed on August 14, 2019 as a Delaware limited liability company with Fund II as its sole equity member. TF1 is a special purpose bankruptcy-remote entity and is a separate legal entity from the Company. Any assets conveyed to TF1 are not available to creditors of the Company or any other entity other than TF1’s lenders. TF1 is consolidated for financial reporting purposes and in accordance with GAAP, and the portfolio investments held by this subsidiary are included in the Company’s consolidated financial statements and recorded at fair value. All intercompany balances and transactions have been eliminated.

​

​

Note 2. Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. These estimates and assumptions also affect the reported amounts of revenues, costs and expenses during the reporting period. Management evaluates these estimates and assumptions on a regular basis. Actual results could differ materially from those estimates.

Investment Transactions

Loan originations are recorded on the date of the legally binding commitment. Realized gains or losses are recorded using the specific identification method as the difference between the net proceeds received, excluding prepayment fees, if any, and the amortized cost basis of the investment without regard to unrealized gains or losses previously recognized, and include investments written off during the period, net of recoveries. The net change in unrealized gains or losses primarily reflects the change in investment fair values as of the last business day of the reporting period and also includes the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period.

Valuation of Investments

The most significant estimate inherent in the preparation of the Company’s consolidated financial statements is the valuation of investments and the related amounts of unrealized appreciation and depreciation of investments recorded.

The Company’s investments are carried at fair value in accordance with the 1940 Act and ASC 946 and measured in accordance with ASC 820, Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the observability of inputs used to measure fair value, and provides disclosure requirements for fair value measurements. ASC 820 requires the

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Company to assume that each of the portfolio investments is sold in a hypothetical transaction in the principal or, as applicable, most advantageous market using market participant assumptions as of the measurement date. Market participants are defined as buyers and sellers in the principal market that are independent, knowledgeable and willing and able to transact. The Company values its investments at fair value as determined in good faith pursuant to a consistent valuation policy by the Company’s Board of Directors (the “Board”) in accordance with the provisions of ASC 820 and the 1940 Act.

While the Board is ultimately and solely responsible for determining the fair value of the Company’s investments, the Company has engaged independent valuation firms to provide the Company with valuation assistance with respect to its investments. The Company engages independent valuation firms on a discretionary basis. Specifically, on a quarterly basis, the Company will identify portfolio investments with respect to which an independent valuation firm will assist in valuing. The Company selects these portfolio investments based on a number of factors, including, but not limited to, the potential for material fluctuations in valuation results, size, credit quality and the time lapse since the last valuation of the portfolio investment by an independent valuation firm.

Investments recorded on the Company’s Consolidated Statements of Assets and Liabilities are categorized based on the inputs to the valuation techniques as follows:

Level 1 — Investments whose values are based on unadjusted quoted prices for identical assets in an active market that the Company has the ability to access (examples include investments in active exchange-traded equity securities and investments in most U.S. government and agency securities).

Level 2 — Investments whose values are based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the investment.

Level 3 — Investments whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement (for example, investments in illiquid securities issued by privately held companies). These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the investment.

Given the nature of lending to venture capital-backed growth stage companies, substantially all of the Company’s investments in these portfolio companies are considered Level 3 assets under ASC 820 because there is no known or accessible market or market indexes for these investment securities to be traded or exchanges. The Company uses an internally developed portfolio investment rating system in connection with its investment oversight, portfolio management and analysis and investment valuation procedures. This system takes into account both quantitative and qualitative factors of the portfolio companies. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may fluctuate from period to period. Because of the inherent uncertainty of valuation, these estimated values may differ significantly from the values that would have been reported had a ready market for the investments existed, and it is reasonably possible that the difference could be material.

Debt Securities

The debt securities identified on the Consolidated Schedule of Investments are secured loans and equipment financings made to growth stage companies.

For portfolio investments in debt securities for which the Company has determined that third-party quotes or other independent pricing are not available, the Company generally estimates the fair value based on the assumptions that hypothetical market participants would use to value the investment in a current hypothetical sale using an income approach.

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In its application of the income approach to determine the fair value of debt securities, the Company bases its assessment of fair value on projections of the discounted future free cash flows that the security will likely generate, including analyzing the discounted cash flows of interest and principal amounts for the security, as set forth in the associated loan and equipment financing agreements, as well as market yields and the financial position and credit risk of the portfolio company (the “Hypothetical Market Yield Method”). The discount rate applied to the future cash flows of the security is based on the calibrated yield implied by the terms of the Company’s investment adjusted for changes in market yields and performance of the subject company. The Company’s estimate of the expected repayment date of its loans and equipment financings securities is either the maturity date of the instrument or the anticipated pre-payment date, depending on the facts and circumstances. The Hypothetical Market Yield Method analysis also considers changes in leverage levels, credit quality, portfolio company performance, market yield movements, and other factors. If there is deterioration in credit quality or if a security is in workout status, the Company may consider other factors in determining the fair value of the security, including, but not limited to, the value attributable to the security from the enterprise value of the portfolio company or the proceeds that would most likely be received in a liquidation analysis.

Equity-Related Securities and Warrants

Often the Company is issued warrants by issuers as yield enhancements. These warrants are recorded as assets at estimated fair value on the grant date. Depending on the facts and circumstances, the Company usually utilizes a combination of one or several forms of the market approach as well as contingent claim analyses (a form of option analysis) to estimate the fair value of the securities as of the measurement date. As part of its application of the market approach, the Company estimates the enterprise value of a portfolio company utilizing customary pricing multiples, based on the development stage of the underlying issuers, or other appropriate valuation methods, such as considering recent transactions in the equity securities of the portfolio company or third-party valuations that are assessed to be indicative of fair value of the respective portfolio company, and, if appropriate based on the facts and circumstances performs an allocation of the enterprise value to the equity securities utilizing a contingent claim analysis and/or other waterfall calculation by which it allocates the enterprise value across the portfolio company’s securities in order of their preference relative to one another.

Fair value estimates are made at discrete points in time based on relevant information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. The carrying amounts of the Company’s financial instruments, consisting of cash, investments, receivables, payables and other liabilities approximate the fair values of such items due to the short-term nature of these instruments. Refer to “Note 4 – Fair Value of Financial Instruments” for further discussion.

Cash, Cash Equivalents and Restricted Cash

Cash, cash equivalents and restricted cash consist of funds deposited with financial institutions and short-term (original maturity of three months for less) liquid investments in money market deposit accounts. Cash equivalents are classified as Level I assets and are valued using the Net Asset Value (“NAV”) per share of the money market fund. As of December 31, 2020, cash, cash equivalents and restricted cash consisted of $61.1 million of which $60.3 million is held in the Goldman Sachs Financial Square Government Institutional Fund. Cash held in demand deposit accounts may exceed the Federal Deposit Insurance Corporation (“FDIC”) insured limit and therefore is subject to credit risk. All of the Company’s cash deposits are held at large established high credit quality financial institutions, and management believes that the risk of loss associated with any uninsured balances is remote. As of December 31, 2020, restricted cash consisted of approximately $15.7 million related to the Credit Facility covenants (See “Note 5 – Borrowings”), and approximately $0.7 million held in escrow related to the payout of a severance related liability assumed as part of the Formation Transactions with respect to a former member of certain general partners of certain Legacy Funds.

Other Assets

Other assets generally consist of fixed assets net of accumulated depreciation, right of use asset, security deposits and other assets.

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Equity Offering Costs

A portion of the net proceeds of the Private Common Stock Offering was used to pay for offering costs of such offering. Offering costs charged against the proceeds from the Private Common Stock Offering were approximately $10.6 million during the year ended December 31, 2020.

Debt Issuance Costs

The Company records costs related to the issuance of debt obligations as deferred debt financing costs. These costs are deferred and amortized using the effective yield method for the Credit Facility, the 2025 Notes and the Convertible Notes (as defined below), over the stated maturity life of the obligations. As of December 31, 2020, there were $2.1 million, $4.7 million and $1.7 million of deferred financing costs netted against the Credit Facility, the 2025 Notes and the Convertible Notes balances, respectively, on the Company’s Consolidated Statements of Assets and Liabilities. As of December 31, 2019, deferred financing costs were approximately $3.5 million relating to the Credit Facility and the 2025 Notes.

Income Recognition

Interest Income

The Company recognizes interest income on an accrual basis and recognizes it as earned in accordance with the contractual terms of the loan agreement to the extent that such amounts are expected to be collected. Original issue discount (“OID”) initially includes the estimated fair value of detachable equity warrants obtained in conjunction with the origination of debt securities and is accreted into interest income over the term of the loan as a yield enhancement based on the effective yield method. In addition, the Company may also be entitled to an end-of-term (“EOT”) fee. EOT fees to be paid at the termination of the debt agreements are accreted into interest income over the contractual life of the debt based on the effective yield method. As of December 31, 2020, the EOT payment receivable of approximately $37.9 million is included as a component of the cost basis of the Company’s current debt securities.

Income related to application or origination payments, net of related expenses, and generally collected in advance, includes loan commitment and facility fees for due diligence, as well as fees for transaction services rendered by the Company to borrowers. Loan and commitment fees in excess of the related expenses are amortized into interest income over the contractual life of the loan. In certain loan arrangements, warrants or other equity interests are received from the borrower as additional origination fees. The Company recognizes nonrecurring fees over the remaining term of the loan commencing in the quarter relating to specific loan modifications.

When a portfolio company pre-pays their indebtedness prior to the scheduled maturity date, then the acceleration of the unaccreted OID and EOT is recognized as interest income.

Fee Income

The Company recognizes one-time fee income, including, but not limited to, structuring fees, prepayment penalties, and exit fees related to a change in ownership of the portfolio company, as other income when earned. These fees are generally earned when the portfolio company enters into an equipment financing arrangement or pays off their outstanding indebtedness prior to the scheduled maturity.

Non-Accrual Policy

When a debt security becomes 90 days or more past due, or if management otherwise does not expect that principal, interest, and other obligations due will be collected in full, the Company will generally place the debt security on non-accrual status and cease recognizing interest income on that debt security until all principal and interest due has been paid or the Company believes the borrower has demonstrated the ability to repay its current and future contractual obligations. Any uncollected interest is reversed from income in the period that collection of the interest receivable is

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determined to be doubtful. However, the Company may make exceptions to this policy if the investment has sufficient collateral value and is in the process of collection.

As of December 31, 2020, loans to three portfolio companies were on non-accrual status with a total cost of approximately $3.4 million, and a total fair value of approximately $2.2 million, or 0.5%, of the total fair value of the Company’s investment portfolio.

Net Realized Gains or Losses

Realized gains or losses are measured by the difference between the net proceeds from the sale or redemption of an investment or a financial instrument and the cost basis of the investment or financial instrument, without regard to unrealized appreciation or depreciation previously recognized, and includes investments written-off during the period net of recoveries and realized gains or losses from in-kind redemptions. Net proceeds excludes any prepayment penalties, exit fees, and OID and EOT acceleration. Prepayment penalties and exit fees received at the time of sale or redemption are included in fee income on the Consolidated Statements of Operations. OID and EOT acceleration is included in interest income on the Consolidated Statement of Operations.

Net Unrealized Appreciation or Depreciation

Net unrealized appreciation or depreciation reflects the net change in the fair value of the investment portfolio and financial instruments and the reclassification of any prior period unrealized appreciation or depreciation on exited investments and financial instruments to realized gains or losses.

Earnings Per Share

Basic earnings per share (“EPS”) is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding for the period. Other potentially dilutive common shares, and the related impact to earnings are considered when calculating earnings per share on a diluted basis. Potential common shares associated with the conversion option embedded in the Convertible Notes are anti-dilutive when the Company’s average NAV is below the conversion price.

Income Taxes

The Company intends to elect to be treated for U.S. federal tax purposes as a RIC under Subchapter M of the Code and operate in a manner so as to qualify annually thereafter for the tax treatment applicable to RICs. As a RIC, the Company generally will not pay corporate-level income tax on the portion of its taxable income distributed to stockholders, generally required to be at least 90% of its investment company taxable income (which is generally its net ordinary taxable income and realized net short-term capital gains in excess of realized net long-term capital losses) and 90% of its tax-exempt income to maintain its RIC status (pass-through tax treatment for amounts distributed).

The Company evaluates tax positions taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority in accordance with ASC Topic 740, Income Taxes (“ASC 740”), as modified by ASC 946. Tax benefits of positions not deemed to meet the more-likely-than-not threshold, or uncertain tax positions, would be recorded as tax expense in the current year. It is the Company’s policy to recognize accrued interest and penalties related to uncertain tax benefits in income tax expense. The Company has no material uncertain tax positions as of December 31, 2020. All the Company’s tax returns remain subject to examination by U.S. federal and state tax authorities.

Distributions

Distributions to common stockholders are recorded on the record date. The amount to be paid out as a distribution is determined by the Board each quarter and is generally based upon the earnings estimated by management. Net realized capital gains, if any, are distributed at least annually, although the Company may decide to retain such capital gains for investment.

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​

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Note 3. Investments

The Company provides debt, including loans and equipment financings, to growth stage companies, including venture capital-backed companies and companies with institutional equity investors, primarily in the United States. The Company’s investment strategy includes making investments consisting primarily of term loans and equipment financings, and, to a lesser extent, working capital loans, equity and equity-related investments. In addition, the Company may obtain warrants or contingent exit fees at funding from many of the portfolio companies.

Debt Securities

The Company’s debt securities primarily consist of direct investments in interest-bearing secured loans and equipment financings to privately held companies based in the United States. Secured loans are generally secured by a blanket first lien or a blanket second lien on the assets of the portfolio company. Equipment financings typically include a specific asset lien on mission critical assets as well as a second lien on the assets of the portfolio company. These debt securities typically have a term of between three and five years from the original investment date. Certain of the debt securities are “covenant-lite” loans, which generally are loans that do not have a complete set of financial maintenance covenants and have covenants that are incurrence-based, meaning they are only tested and can only be breached following an affirmative action of the borrower rather than by a deterioration in the borrower’s financial condition. The equipment financings in the investment portfolio generally have fixed interest rates. The loans in the investment portfolio generally have fixed interest rates or floating interest rates subject to interest rate floors. Both equipment financings and loans generally include an EOT payment.

The specific terms of each debt security vary depending on the creditworthiness of the portfolio company and the projected value of the financed assets. Companies with stronger creditworthiness may receive an initial period of lower financing factor, which is analogous to an interest-only period on a traditional term loan. Equipment financings may include upfront interim payments and security deposits. Equipment financing arrangements have various structural protections, including customary default penalties, information and reporting rights, material adverse change or investor abandonment provisions, consent rights for any additions or changes to senior debt, and, as needed, intercreditor agreements with cross-default provisions to protect the Company’s second lien positions.

Warrant Investments

In connection with the Company’s debt investments, the Company may receive equity warrants in the portfolio company. Warrants received in connection with a debt investment typically include a potentially discounted contract price to exercise, and thus, as a portfolio company appreciates in value, the Company may achieve additional investment return from this equity interest. The warrants are typically contain provisions that protect the Company as a minority-interest holder, as well as secured or unsecured put rights, or rights to sell such securities back to the portfolio company, upon the occurrence of specified events. In certain cases, the Company may also obtain follow-up rights in connection with these equity interests, which allow the Company to participate in future financing rounds.

Equity Investments

In specific circumstances, the Company may seek to make direct equity investments in situations where it is appropriate to align the interests of the Company with key management and stockholders of the portfolio company, and to allow for participation in the appreciation in the equity values of portfolio company. These equity investments are generally made in connection with debt investments. The Company seeks to maintain fully diluted equity positions in the portfolio companies of 5% to 50% and may have controlling equity interests in some instances.

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Portfolio Industry Classification

The Company’s portfolio investments are in companies conducting business in a variety of industries. The following table summarizes the composition of the Company’s portfolio investments by industry at cost and fair value and as a percentage of the total portfolio as of December 31, 2020 (dollars in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Cost | ​ | Fair Value | ​
Industry |  | Amount |  | % |  | Amount |  | % | ​
Manufacturing | ​ | $ | 103,471 |  | 20.8% | ​ | $ | 99,709 |  | 20.2% | ​
Professional, Scientific, and Technical Services | ​ |  | 77,831 |  | 15.6% | ​ |  | 78,893 |  | 16.0% | ​
Retail Trade | ​ |  | 78,534 |  | 15.7% | ​ |  | 75,664 |  | 15.4% | ​
Finance and Insurance | ​ |  | 35,320 |  | 7.0% | ​ |  | 35,699 |  | 7.2% | ​
Information | ​ |  | 31,843 |  | 6.4% | ​ |  | 30,709 |  | 6.2% | ​
Rental and Leasing Services | ​ |  | 29,055 |  | 5.8% | ​ |  | 29,138 |  | 5.9% | ​
Utilities | ​ | ​ | 26,800 |  | 5.4% | ​ | ​ | 27,083 | ​ | 5.5% | ​
Pharmaceutical | ​ |  | 17,503 |  | 3.5% | ​ |  | 24,240 |  | 4.9% | ​
Wholesale Trade | ​ |  | 23,850 |  | 4.8% | ​ |  | 23,903 |  | 4.8% | ​
Agriculture, Forestry, Fishing and Hunting | ​ |  | 20,981 |  | 4.2% | ​ |  | 20,837 |  | 4.2% | ​
Real Estate | ​ |  | 17,267 |  | 3.5% | ​ |  | 17,316 |  | 3.5% | ​
Health Care and Social Assistance | ​ | ​ | 14,348 |  | 2.9% | ​ | ​ | 11,422 | ​ | 2.3% | ​
Educational Services | ​ | ​ | 9,359 |  | 1.9% | ​ | ​ | 9,816 | ​ | 2.0% | ​
Construction | ​ |  | 9,804 |  | 2.0% | ​ |  | 6,894 |  | 1.4% | ​
Administrative and Support and Waste Management and Remediation Services | ​ |  | 2,370 |  | 0.5% | ​ |  | 2,328 |  | 0.5% | ​
Total | ​ | $ | 498,336 |  | 100.0% | ​ | $ | 493,651 |  | 100.0% | ​

​

The geographic composition is determined by the location of the corporate headquarters of the portfolio company. The following table summarizes the composition of the Company’s portfolio investments by geographic region of the United States and other countries at cost and fair value and as a percentage of the total portfolio as of December 31, 2020 (dollars in thousands):

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Cost |  | Fair Value |
Geographic Region |  | Amount |  | % |  | Amount |  | % | ​
United States: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
West | ​ | $ | 247,204 |  | 49.6% | ​ | $ | 241,096 |  | 48.8% | ​
Northeast | ​ |  | 131,692 |  | 26.4% | ​ |  | 127,801 |  | 25.9% | ​
Midwest | ​ |  | 47,324 |  | 9.5% | ​ |  | 44,092 |  | 8.9% | ​
Mountain | ​ |  | 33,842 |  | 6.8% | ​ |  | 33,969 |  | 6.9% | ​
Southeast | ​ |  | 11,011 |  | 2.2% | ​ |  | 17,834 |  | 3.6% | ​
South | ​ |  | 463 |  | 0.1% | ​ |  | 1,777 |  | 0.4% | ​
Canada | ​ |  | 26,800 |  | 5.4% | ​ |  | 27,082 |  | 5.5% | ​
Total | ​ | $ | 498,336 |  | 100.0% | ​ | $ | 493,651 |  | 100.0% | ​

​

The following table summarizes the composition of the Company’s portfolio investments by investment type at cost and fair value and as a percentage of the total portfolio as of December 31, 2020 (dollars in thousands):

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Cost | ​ | Fair Value |
Investment |  | Amount |  | % |  | Amount |  | % |
Secured Loan | ​ | $ | 324,544 | ​ | 65.1% | ​ | $ | 320,718 |  | 65.0% | ​
Equipment Financing | ​ |  | 122,966 | ​ | 24.7% | ​ | ​ | 122,501 |  | 24.8% | ​
Equity | ​ |  | 32,961 | ​ | 6.6% | ​ | ​ | 32,654 |  | 6.6% | ​
Warrants | ​ |  | 17,865 | ​ | 3.6% | ​ | ​ | 17,778 |  | 3.6% | ​
Total | ​ | $ | 498,336 | ​ | 100.0% | ​ | $ | 493,651 |  | 100.0% | ​

​

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The Company classifies its investment portfolio in accordance with the requirements of the 1940 Act. Under the 1940 Act, (a) “Control Investments” are defined as investments in which Trinity Capital owns more than 25% of the voting securities or has rights to maintain greater than 50% of the board representation, (b) “Affiliate Investments” are defined as investments in which the Company owns between 5% and 25% (inclusive) of the voting securities and does not have rights to maintain greater than 50% of the board representation, and (c) “Non-Control/Non-Affiliate Investments” are defined as investments that are neither Control Investments nor Affiliate Investments.

The following table summarizes the Company’s control and affiliated investments including realized gains and losses and changes in unrealized appreciation and depreciation for the year ended December 31, 2020 (in thousands, except share data):

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | As of December 31, 2020 | ​ | Year Ended December 31, 2020
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Net change in | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Unrealized | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Interest | ​ | (Depreciation)/ | ​ | Realized
Portfolio Company |  | Investment(1) |  | Fair Value |  | Principal |  | Shares |  | Income |  | Appreciation |  | Gain/(Loss)
Control Investments |  | ​ |  |  | ​ |  |  |  |  | ​ |  |  | ​ |  |  | ​ |
Birchbox, Inc. | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Secured Loan, June 1, 2024, Fixed Interest |  | ​ |  |  | ​ |  | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |
​ | ​ | Rate 9.0%; EOT 3.0% | ​ | $ | 9,924 |  | $ | 10,000 | ​ | n/a | ​ | $ | 1,289 | ​ | $ | (509) | ​ | $ | —
​ | ​ | Preferred Series D | ​ |  | 9,445 |  | $ | — | ​ | 3,140,927 | ​ |  | — | ​ |  | (826) | ​ |  | —
​ | ​ |  | ​ |  |  |  | ​ |  | ​ |  | ​ |  |  | ​ |  |  | ​ |  |
Edeniq, Inc. | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Secured Loan, June 1, 2021, Fixed Interest | ​ | ​ |  |  | ​ |  | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |
​ | ​ | Rate 13.0%; EOT 9.5% | ​ | ​ | 859 |  | $ | 3,039 | ​ | n/a | ​ | $ | — | ​ | $ | (243) | ​ | $ | —
​ | ​ | Secured Loan, September 1, 2021, Fixed Interest | ​ |  | ​ |  | ​ |  | ​ |  | ​ |  |  | ​ |  |  | ​ |  |
​ | ​ | Rate 13.0%; EOT 9.5% | ​ |  | 648 |  | $ | 2,282 | ​ | n/a | ​ |  | — | ​ |  | (114) | ​ |  | —
​ | ​ | Warrants, December 23, 2026, Preferred Series B | ​ |  | — |  | ​ | n/a | ​ | 2,685,501 | ​ |  | — | ​ |  | — | ​ |  | —
​ | ​ | Warrants, December 23, 2026, Preferred Series B | ​ |  | — |  | ​ | n/a | ​ | 2,184,672 | ​ |  | — | ​ |  | — | ​ |  | —
​ | ​ | Warrants, March 12, 2028, Preferred Series C | ​ |  | — |  | ​ | n/a | ​ | 5,106,972 | ​ |  | — | ​ |  | — | ​ |  | —
​ | ​ | Warrants, October 15, 2028, Preferred Series C | ​ |  | — |  | ​ | n/a | ​ | 3,850,294 | ​ |  | — | ​ |  | — | ​ |  | —
​ | ​ | Preferred Series B | ​ |  | — |  | ​ | n/a | ​ | 7,807,499 | ​ |  | — | ​ |  | — | ​ |  | —
​ | ​ | Preferred Series C | ​ |  | — |  | ​ | n/a | ​ | 2,441,082 | ​ |  | — | ​ |  | — | ​ |  | —
​ | ​ | Convertible Note | ​ |  | — |  | $ | 1,303 | ​ | n/a | ​ |  | — | ​ |  | — | ​ |  | —
​ | ​ |  | ​ |  | ​ |  | ​ |  | ​ |  | ​ |  |  | ​ |  |  | ​ |  |
Project Frog, Inc. | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Secured Loan, May 1, 2023, Fixed Interest | ​ |  |  |  | ​ |  | ​ |  | ​ |  |  | ​ |  |  | ​ |  |
​ | ​ | Rate 12.0% | ​ |  | 4,029 |  | $ | 4,128 | ​ | n/a | ​ |  | 552 | ​ |  | (16) | ​ |  | —
​ | ​ | Warrants, July 26, 2026, Preferred Series AA | ​ |  | 2 |  | ​ | n/a | ​ | 391,990 | ​ |  | — | ​ |  | (16) | ​ |  | —
​ | ​ | Preferred Series AA-1 | ​ |  | 36 |  | ​ | n/a | ​ | 8,118,527 | ​ |  | — | ​ |  | (666) | ​ |  | —
​ | ​ | Preferred Series BB | ​ |  | 449 |  | ​ | n/a | ​ | 6,300,134 | ​ |  | — | ​ |  | (2,218) | ​ |  | —
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Vertical Communications, Inc. | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Secured Loan, November 1, 2024, Fixed Interest | ​ |  |  |  | ​ |  | ​ |  | ​ |  |  | ​ |  |  | ​ |  |
​ | ​ | Rate 9.5%; EOT 26.4% | ​ |  | 12,787 |  | $ | 12,000 | ​ | n/a | ​ |  | 1,378 | ​ |  | (150) | ​ |  | —
​ | ​ | Secured Loan, July 1, 2022, Fixed Interest | ​ |  | ​ |  | ​ | ​ | ​ |  | ​ |  |  | ​ |  |  | ​ |  |
​ | ​ | Rate 9.5% | ​ |  | 816 |  | $ | 807 | ​ | n/a | ​ |  | 47 | ​ |  | 9 | ​ |  | —
​ | ​ | Warrants, July 11, 2026, Preferred Series A | ​ |  | — |  | ​ | n/a | ​ | 828,479 | ​ |  | — | ​ |  | — | ​ |  | —
​ | ​ | Preferred Series 1 | ​ |  | — |  | ​ | n/a | ​ | 3,892,485 | ​ |  | — | ​ |  | — | ​ |  | —
​ | ​ | Convertible Notes | ​ |  | 3,350 |  | ​ | 5,500 | ​ | n/a | ​ |  | — | ​ |  | (616) | ​ |  | —
​ | ​ |  | ​ |  |  |  | ​ |  | ​ |  | ​ |  |  | ​ |  |  | ​ |  |
WorkWell Prevention and Care Inc. | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Secured Loan, March 1, 2024, Fixed Interest | ​ |  |  |  | ​ |  | ​ |  | ​ |  |  | ​ |  |  | ​ |  |
​ | ​ | Rate 8.0%; EOT 10.0% | ​ |  | 3,493 |  | $ | 3,370 | ​ | n/a | ​ |  | 320 | ​ |  | (115) | ​ |  | —
​ | ​ | Secured Loan, March 1, 2024, Fixed Interest | ​ |  |  |  | ​ | ​ | ​ |  | ​ |  |  | ​ |  | ​ | ​ |  |
​ | ​ | Rate 8.0%; EOT 10.0% | ​ |  | 693 |  | $ | 700 | ​ | n/a | ​ |  | 75 | ​ |  | (41) | ​ |  | —
​ | ​ | Common Stock | ​ |  | — |  | ​ | n/a | ​ | 7,000,000 | ​ |  | — | ​ |  | (51) | ​ |  | —
​ | ​ | Preferred Series P | ​ |  | 657 |  | ​ | n/a | ​ | 3,450 | ​ |  | — | ​ |  | (2,793) | ​ |  | —
​ | ​ | Convertible Note | ​ |  | 1,542 |  | ​ | 1,470 | ​ | n/a | ​ |  | — | ​ |  | 23 | ​ |  | —
Total Control Investments | ​ | $ | 48,730 |  | ​ |  | ​ |  | ​ | $ | 3,661 | ​ | $ | (8,342) | ​ | $ | —
​ | ​ |  | ​ |  |  |  | ​ |  | ​ |  | ​ |  |  | ​ |  |  | ​ |  |
Affiliate Investments | ​ |  |  |  | ​ |  | ​ |  | ​ |  |  | ​ |  |  | ​ |  |
Nanotherapeutics, Inc. | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Warrants, November 14, 2021, Common Stock | ​ |  | 2,216 |  | ​ | n/a | ​ | 67,961 | ​ |  | — | ​ |  | 1,094 | ​ |  | —
​ | ​ | Common Stock (2) | ​ |  | 12,856 |  | ​ | n/a | ​ | 382,277 | ​ |  | — | ​ |  | 6,165 | ​ |  | —
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Store Intelligence, Inc. | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Secured Loan, June 1, 2024, Fixed Interest | ​ |  |  |  | ​ |  | ​ |  | ​ |  |  | ​ |  |  | ​ |  |
​ | ​ | Rate 12.0%; EOT 7.8% | ​ |  | 11,884 |  | $ | 12,001 | ​ | n/a | ​ |  | 1,191 | ​ |  | (348) | ​ |  | —
​ | ​ | Preferred Series A | ​ |  | 694 |  | ​ | n/a | ​ | 1,430,000 | ​ |  | — | ​ |  | 86 | ​ |  | —
Total Affiliate Investments | ​ | $ | 27,650 |  | ​ |  | ​ |  | ​ | $ | 1,191 | ​ | $ | 6,997 | ​ | $ | —
​ | ​ |  | ​ |  |  |  | ​ |  | ​ |  | ​ |  |  | ​ |  |  | ​ |  |
Total Control and Affiliate Investments | ​ | $ | 76,380 |  | ​ |  | ​ |  | ​ | $ | 4,852 | ​ | $ | (1,345) | ​ | $ | —

(1) | This schedule should be read in conjunction with the Consolidated Schedule of Investments and notes to the financial statements. Supplemental information can be located within the Consolidated Schedule of Investments including cost of investments and if the investments are income producing.

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(2) | Certain third parties have rights to 17,485 shares of Nanotherapeutics common stock at a fair value of approximately $0.6 million as of December 31, 2020.

Unconsolidated Significant Subsidiaries

In accordance with Rule 10-01(b)(1) of Regulation S-X, as amended, the Company must determine which of its unconsolidated controlled portfolio companies, if any, are considered “significant subsidiaries.” In evaluating these unconsolidated controlled portfolio companies, there are two significance tests utilized per Rule 1-02(w) of Regulation S-X to determine if any of the Company’s Control Investments (as defined in “Note 2 - Summary of Significant Accounting Policies”) are considered significant subsidiaries: the investment test, and the income test. As of December 31, 2020, the Company did not have any significant subsidiaries.

Certain Risk Factors

In the ordinary course of business, the Company manages a variety of risks including market risk, credit risk and liquidity risk. The Company identifies, measures and monitors risk through various control mechanisms, including trading limits and diversifying exposures and activities across a variety of instruments, markets and counterparties.

Market risk is the risk of potential adverse changes to the value of financial instruments because of changes in market conditions, including as a result of changes in the credit quality of a particular issuer, credit spreads, interest rates, and other movements and volatility in security prices or commodities. In particular, the Company may invest in issuers that are experiencing or have experienced financial or business difficulties (including difficulties resulting from the initiation or prospect of significant litigation or bankruptcy proceedings), which involves significant risks. The Company manages its exposure to market risk through the use of risk management strategies and various analytical monitoring techniques.

The Company’s investments may, at any time, include securities and other financial instruments or obligations that are illiquid or thinly traded, making purchase or sale of such securities and financial instruments at desired prices or in desired quantities difficult. Furthermore, the sale of any such investments may be possible only at substantial discounts, and it may be extremely difficult to value any such investments accurately.

The Company’s investments consist of growth stage companies, many of which have relatively limited operating histories and also may experience variation in operating results. Many of these companies conduct business in regulated industries and could be affected by the changes in government regulations. Most of the Company’s borrowers will need additional capital to satisfy their continuing working capital needs and other requirements, and in many instances, to service the interest and principal payments on the debt.
​

Concentrations of Credit Risk

Credit risk is the risk of default or non-performance by portfolio companies, equivalent to the investment’s carrying amount. The top three industries of the Company’s portfolio companies as of December 31, 2020, are in the “Manufacturing,” “Professional, Scientific, and Technical Services” and “Retail Trade” sectors. Industry and sector concentrations will vary from period to period based on portfolio activity.

As of December 31, 2020, the Company’s ten largest portfolio companies represented approximately 42.5% of the total fair value of the Company’s investments in portfolio companies. As of December 31, 2020, the Company had 14 portfolio companies that represented 5% or more of the Company’s net assets. The Company did not have any investments as of December 31, 2019.

​

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Note 4. Fair Value of Financial Instruments

ASC 820 defines fair value, establishes a framework for measuring fair value, and establishes a fair value hierarchy based on the quality of inputs used to measure fair value and enhances disclosure requirements for fair value measurements. The Company accounts for its investments at fair value.

In accordance with ASC 820, the Company has categorized its investments based on the priority of the inputs to the valuation technique into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical investments (Level 1) and the lowest priority to unobservable inputs (Level 3). See “Note 2 - Summary of Significant Accounting Policies.”

As required by ASC 820, when the inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, unrealized appreciation and depreciation related to such investments categorized within the Level 3 tables below may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).

As of December 31, 2020, the Company’s portfolio investments consisted primarily of investments in secured loans and equipment financings. All of the Company’s portfolio investments were categorized as Level 3 as of December 31, 2020. The Company held no portfolio investments as of December 31, 2019.

The fair value determination of each portfolio investment categorized as Level 3 required one or more of the following unobservable inputs:

| ● | Financial information obtained from each portfolio company, including unaudited statements of operations and balance sheets for the most recent period available as compared to budgeted numbers;

| ● | Current and projected financial condition of the portfolio company;

| ● | Current and projected ability of the portfolio company to service its debt obligations;

| ● | Type and amount of collateral, if any, underlying the investment;

| ● | Current financial ratios (e.g., fixed charge coverage ratio, interest coverage ratio and net debt/EBITDA ratio) applicable to the investment;

| ● | Current liquidity of the investment and related financial ratios (e.g., current ratio and quick ratio);

| ● | Pending debt or capital restructuring of the portfolio company;

| ● | Projected operating results of the portfolio company;

| ● | Current information regarding any offers to purchase the investment;

| ● | Current ability of the portfolio company to raise any additional financing as needed;

| ● | Changes in the economic environment, which may have a material impact on the operating results of the portfolio company;

| ● | Internal occurrences that may have an impact (both positive and negative) on the operating performance of the portfolio company;

| ● | Qualitative assessment of key management;

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| ● | Contractual rights, obligations or restrictions associated with the investment; and

| ● | Time to exit.

The use of significant unobservable inputs creates uncertainty in the measurement of fair value as of the reporting date. The significant unobservable inputs used in the fair value measurement of the Company’s investments, are (i) earnings before interest, tax, depreciation, and amortization (“EBITDA”) and revenue multiples (both projected and historic), and (ii) volatility assumptions. Significant increases (decreases) in EBITDA and revenue multiple inputs in isolation would result in a significantly higher (lower) fair value measurement. Similarly, significant increases (decreases) in volatility inputs in isolation would result in a significantly higher (lower) fair value assessment. On the contrary, significant increases (decreases) in weighted average cost of capital inputs in isolation would result in a significantly lower (higher) fair value measurement. However, due to the nature of certain investments, fair value measurements may be based on other criteria, such as third-party appraisals of collateral and fair values as determined by independent third parties, which are not presented in the tables below.

The following table provides a summary of the significant unobservable inputs used to fair value the Level 3 portfolio investments as of December 31, 2020 (dollars in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Fair Value as of |  | ​ |  | ​ |  | ​ |  | ​ |
​ | ​ | December 31, | ​ | Valuation Techniques/ | ​ | Unobservable | ​ | ​ | ​ | Weighted | ​
Investment Type |  | 2020 |  | Methodologies |  | Inputs (1) |  | Range |  | Average (2) |
​ |  | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Debt investments | ​ | $ | 330,184 |  | Discounted Cash Flows |  | Hypothetical Market Yield |  | 9.5% - 31.2% | ​ | 15.1 | %
​ | ​ |  |  |  |  |  |  |  |  |  |  | ​
​ | ​ |  | 99,053 |  | Originated within the past three months |  | Origination Market Yield |  | 12.9% - 15.2% | ​ | 14.2 | %
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ |  | 2,211 |  | Liquidation Scenario |  | Probability Weighting of Alternative Outcomes |  | 60.0% - 90.0% | ​ | n/a | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ |  | 11,771 |  | Transactions Precedent(6) |  | Transaction Price |  | n/a | ​ | n/a | ​
​ | ​ |  |  |  |  |  |  |  | ​ |  |  | ​
Equity investments | ​ |  | 3,623 |  | Liquidation Scenario |  | Probability Weighting of Alternative Outcomes |  | 30.0% - 70.0% |  | n/a | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | 5,550 | ​ | Market Approach |  | Revenue Multiple Only (3) | ​ | 0.5 - 0.9 | ​ | 0.7 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ |  | 23,481 |  | Market Approach |  | Revenue Multiple (3) |  | 0.36x - 3.0x | ​ | 1.8 | x
​ | ​ |  |  |  |  |  | Company Specific Adjustment (4) |  | (17.5)% - 150.0% | ​ | 74.9 | %
​ | ​ | ​ | ​ | ​ | ​ | ​ | Volatility (5) | ​ | 45.0% - 80.0% | ​ | 59.8 | %
​ | ​ |  |  |  |  |  | Risk-Free Interest Rate |  | 0.1% - 0.2% | ​ | 0.1 | %
​ | ​ |  |  |  |  |  | Estimated Time to Exit (in years) |  | 0.5 - 2.0 |  | 1.1 | ​
​ | ​ |  |  |  |  |  |  |  | ​ |  |  | ​
Warrants | ​ |  | 15,133 |  | Market Approach |  | Revenue Multiple (3) |  | 0.3x - 20.75x |  | 3.2 | x
​ | ​ | ​ | ​ | ​ | ​ | ​ | EBITDA Multiple | ​ | n/a | ​ | 10.9 | x
​ | ​ |  |  |  |  |  | Company Specific Adjustment (4) |  | (50.0)% - 10.0% | ​ | (13.1) | %
​ | ​ |  |  |  | ​ |  | Volatility (5) |  | 20.0% - 104.7% | ​ | 53.4 | %
​ | ​ |  |  |  |  |  | Risk-Free Interest Rate |  | 0.1% - 3.0% | ​ | 0.9 | %
​ | ​ |  |  |  |  |  | Estimated Time to Exit (in years) |  | 0.2 - 10.0 |  | 3.3 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | 2,645 | ​ | Black Scholes Option Pricing Model | ​ | Volatility (5) | ​ | 46.8% - 132.3% | ​ | 52.0 | %
​ | ​ | ​ | ​ | ​ | ​ | ​ | Risk-Free Interest Rate | ​ | 0.1% - 0.7% | ​ | 0.1 | %
​ | ​ | ​ | ​ | ​ | ​ | ​ | Estimated Time to Exit (in years) | ​ | 0.5 - 7.3 | ​ | 0.8 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Total Level Three Investments | ​ | $ | 493,651 |  |  |  |  |  |  |  |  | ​

(1) | The significant unobservable inputs used in the fair value measurement of the Company’s debt securities are hypothetical market yields and premiums/(discounts). The hypothetical market yield is defined as the exit price of an investment in a hypothetical market to hypothetical market participants where buyers and sellers are willing participants. The significant unobservable inputs used in the fair value measurement of the Company’s equity and warrant securities are revenue multiples and portfolio company specific adjustment factors. Additional inputs used in the option pricing model (“OPM”) include industry volatility, risk free interest rate and estimated time to exit. Significant increases (decreases) in the inputs in isolation would result in a significantly higher (lower) fair value measurement, depending on the materiality of the investment. For some investments, additional consideration may be given to data from the last round of financing or merger/acquisition events near the measurement date.

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(2) | Weighted averages are calculated based on the fair market value of each investment.

(3) | Represents amounts used when the Company has determined that market participants would use such multiples when pricing the investments.

(4) | Represents amounts used when the Company has determined market participants would take into account these discounts when pricing the investments.

(5) | Represents the range of industry volatility used by market participants when pricing the investment.

(6) | Represents investments where there is an observable transaction or pending event for the investment.

The following table provides a summary of changes in the debt, including loans and equipment financings (collectively “Debt”), equity and equity warrants fair value of the Company’s Level 3 portfolio investments for the year ended December 31, 2020 (in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Type of Investment
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Equity | ​ | ​ | ​
​ |  | Debt |  | Equity |  | Warrants |  | Total
Fair Value as of January 1, 2020 | ​ | $ | — | ​ | $ | — | ​ | $ | — | ​ | $ | —
Formation Transactions acquisitions | ​ |  | 375,858 | ​ |  | 24,066 | ​ |  | 17,099 | ​ |  | 417,023
Purchases, net of deferred fees of $1.4 million | ​ |  | 234,418 | ​ |  | 2,170 | ​ |  | 1,976 | ​ |  | 238,564
Non-cash conversion | ​ | ​ | (10,148) | ​ | ​ | 10,879 | ​ | ​ | 532 | ​ | ​ | 1,263
Proceeds from Paydowns and Sales | ​ |  | (157,046) | ​ |  | (3,855) | ​ |  | — | ​ |  | (160,901)
Amortization and Accretion | ​ |  | 11,788 | ​ |  | — | ​ |  | — | ​ |  | 11,788
Net Realized Gain/(Loss) | ​ |  | (7,361) | ​ |  | (300) | ​ |  | (1,742) | ​ |  | (9,403)
Third Party Participation (1) | ​ | ​ | — | ​ | ​ | 283 | ​ | ​ | — | ​ | ​ | 283
Change in Unrealized Appreciation/(Depreciation) | ​ |  | (4,290) | ​ |  | (589) | ​ |  | (87) | ​ |  | (4,966)
Fair Value as of December 31, 2020 | ​ | $ | 443,219 | ​ | $ | 32,654 | ​ | $ | 17,778 | ​ | $ | 493,651
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Net change in unrealized appreciation/depreciation on Level 3 investments still held as of December 31, 2020 | ​ | $ | (4,290) | ​ | $ | (589) | ​ | $ | (87) | ​ | $ | (4,966)

(1) | Certain third parties have rights to 17,485 shares of Nanotherapeutics common stock at a fair value of approximately $0.6 million as of December 31, 2020. The activity related to these shares and the related liability is recorded against unrealized appreciation (depreciation).

​

During the year ended December 31, 2020, there were no transfers into or out of Level 3.

Fair Value of Financial Instruments Carried at Cost

As of December 31, 2020, the carrying value of the Credit Facility is approximately $132.9 million, net of unamortized deferred financing costs of $2.1 million. The carrying value of the Company’s Credit Facility as of December 31, 2020 approximates the fair value, which was estimated using a market yield approach with Level 3 inputs.

As discussed in “Note 5 - Borrowings,” as of December 31, 2020, the 2025 Notes have a fixed interest rate with a carrying value of approximately $120.3 million, net of unamortized deferred financing costs of $4.7 million. The fair value of the 2025 Notes as of December 31, 2020 was $131.4 million, which was estimated using a relative market yield approach with Level 3 inputs.

As of December 31, 2020, the carrying value of the Convertible Notes is approximately $46.6 million, net of unamortized deferred financing costs and discount of $3.4 million. The Convertible Notes have a fixed interest rate as discussed in “Note 5 – Borrowings.” The cost of the Convertible Notes as of December 31, 2020 approximates the fair value, based on the recent funding.

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The fair value amounts have been measured as of the reporting date and have not been reevaluated or updated for purposes of these financial statements subsequent to that date. As such, the fair values of these financial instruments subsequent to the reporting date may be different than amounts reported.

​

​

Note 5. Borrowings

Credit Suisse Credit Facility

On January 9, 2020, TF1 and its affiliates borrowed $190.0 million under the Credit Facility. On January 16, 2020, in connection with the Formation Transactions, through its wholly owned subsidiary, TF1, the Company became a party to, and assumed, the Credit Facility with Credit Suisse. During the year ended December 31, 2020, the Company borrowed an additional $30.0 million and made repayments of $85.0 million to Credit Suisse. The Company incurred approximately $4.0 million of financing costs in connection with the Credit Facility that were capitalized and deferred using the straight-line method over the life of the facility. As of December 31, 2020, unamortized deferred financing costs related to the Credit Facility were $2.1 million and presented as a direct deduction from the carrying amount of the debt liability on the Consolidated Statements of Assets and Liabilities.

The Credit Facility matures on January 8, 2022, unless extended. Borrowings under the Credit Facility bear interest at a rate of the three-month London Interbank Offered Rate (“LIBOR”) plus 3.25%. The Credit Facility is collateralized by all investments held by TF1 and permits an advance rate of up to 65% of eligible investments. The Company has the ability to borrow up to an aggregate of $300.0 million, and the Credit Facility borrowing base contains certain criteria for eligible investments and includes concentration limits as defined in the Credit Facility. As of December 31, 2020, the Company had $135.0 million in borrowings outstanding under the Credit Facility and a borrowing availability of approximately $42.0 million.

The summary information regarding the Credit Facility is as follows (dollars in thousands):

​

​ | ​ | ​ | ​ | ​
​ | ​ | Year Ended | ​
​ | ​ | December 31, 2020 |
Stated interest expense | ​ | $ | 5,052 |
Amortization of deferred financing costs | ​ | ​ | 1,918 | ​
Total interest and amortization of deferred financing costs | ​ | $ | 6,970 | ​
​ | ​ | ​ | ​ | ​
Weighted average effective interest rate | ​ |  | 5.6 | %
Weighted average outstanding balance | ​ | $ | 126,271 | ​

​

The Credit Facility contains covenants that, among other things, require the Company to maintain minimum tangible net worth and leverage ratios, minimum cash balance of $15.0 million, and a cash reserve of 60 days for interest.

2025 Notes

Concurrent with the completion of a private common stock offering, on January 16, 2020, the Company completed the “144A Note Offering” of $105.0 million in aggregate principal amount of the unsecured 2025 Notes in reliance upon the available exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). Keefe, Bruyette & Woods, Inc. (“KBW”), as the initial purchaser, exercised in full its option to purchase or place additional Notes and on January 29, 2020 the Company issued and sold an additional $20.0 million in aggregate principal amount of the 2025 Notes. As a result, the Company issued and sold a total of $125.0 million in aggregate principal amount of the 2025 Notes pursuant to the 144A Note Offering.

The 2025 Notes were issued pursuant to an Indenture dated as of January 16, 2020 (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), and a First Supplemental Indenture, dated as of January 16, 2020 (the “First Supplemental Indenture” and together with the Base Indenture, the “2025 Notes

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Indenture”), between the Company and the Trustee. The 2025 Notes mature on January 16, 2025 (the “Maturity Date”), unless repurchased or redeemed in accordance with their terms prior to such date. The 2025 Notes are redeemable, in whole or in part, at any time, or from time to time, at the Company’s option, on or after January 16, 2023 at a redemption price equal to 100% of the outstanding principal amount thereof, plus accrued and unpaid interest to, but excluding, the date of redemption. The holders of the 2025 Notes do not have the option to have the notes repaid or repurchased by the Company prior to the Maturity Date.

The 2025 Notes bear interest at a fixed rate of 7.00% per year payable quarterly on March 15, June 15, September 15 and December 15 of each year, commencing on March 15, 2020. The 2025 Notes are direct, general unsecured obligations of the Company and rank pari passu, or equal in right of payment with all of the Company’s existing and future unsecured indebtedness or other obligations that are not so subordinated.

Concurrently with the closing of the 144A Note Offering on January 16, 2020, the Company entered into a registration rights agreement (the “2025 Notes Registration Rights Agreement”) for the benefit of the purchasers of the 2025 Notes in the 144A Note Offering. Pursuant to the terms of the 2025 Notes Registration Rights Agreement, the Company filed with the SEC a registration statement registering the public resale of the 2025 Notes by the holders thereof that elected to include their Notes in such registration statement, which was declared effective on October 20, 2020. Under the 2025 Notes Registration Rights Agreement, the Company is obligated to use its commercially reasonable efforts to continuously maintain such registration statement’s effectiveness under the Securities Act, subject to certain permitted blackout periods, for the period described in the 2025 Notes Registration Rights Agreement.

Aggregate offering costs in connection with the 2025 Notes issuance, including the underwriter’s discount and commissions, were approximately $5.8 million which were capitalized and deferred. As of December 31, 2020, unamortized deferred financing costs related to the 2025 Notes were $4.7 million and were included in the Notes payable on the Consolidated Statements of Assets and Liabilities.

For the year ended December 31, 2020, the components of interest expense and related fees for the 2025 Notes are as follows (in thousands):

​

​ | ​ | ​ | ​ | ​
​ | ​ | Year Ended
​ | ​ | December 31, 2020
Stated interest expense | ​ | $ | 8,385 | ​
Amortization of deferred financing costs |  | ​ | 1,078 | ​
Total interest and amortization of deferred financing costs | ​ | $ | 9,463 | ​
​ | ​ | ​ | ​ | ​
Weighted average effective interest rate | ​ | ​ | 7.9 | %

​

Convertible Notes due 2025

On December11, 2020, the Company completed a private offering (the “Private Convertible Note Offering”) of $50 million in aggregate principal amount of its unsecured 6.00% Convertible Notes due 2025 (the “Convertible Notes”) in reliance upon the available exemptions from the registration requirements of the Securities Act. KBW acted as the initial purchaser and placement agent in connection with the Private Convertible Note Offering pursuant to a purchase/placement agreement dated December 4, 2020 by and between the Company and KBW.

The Convertible Notes were issued pursuant to the Base Indenture and a Second Supplemental Indenture, dated as of December 11, 2020 (the “Second Supplemental Indenture” and together with the Base Indenture, the “Convertible Notes Indenture”), between the Company and the Trustee.

The Convertible Notes bear interest at a fixed rate of 6.00% per year, subject to additional interest upon certain events, payable semiannually in arrears on May 1 and November 1 of each year, beginning on May 1, 2021. If an investment grade rating is not maintained with respect to the Convertible Notes, additional interest of 0.75% per annum will accrue on the Convertible Notes until such time as the Convertible Notes have received an investment grade rating of “BBB-” (or its equivalent) or better. The rating remained unchanged as of December 31, 2020. The Convertible Notes

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mature on December 11, 2025 (the “Convertible Notes Maturity Date”), unless earlier converted or repurchased in accordance with their terms.

Holders may convert their Convertible Notes, at their option, at any time on or prior to the close of business on the business day immediately preceding the Convertible Notes Maturity Date. The conversion rate is initially 66.6667 shares of the Company’s common stock, per $1,000 principal amount of the Convertible Notes (equivalent to an initial conversion price of approximately $15.00 per share of common stock). The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events, further described in the Convertible Note Indenture, that occur prior to the Convertible Notes Maturity Date, the Company will increase the conversion rate for a holder who elects to convert its Convertible Notes in connection with such a corporate event in certain circumstances. Upon conversion of the Convertible Notes, the Company will pay or deliver, as the case may be, cash, shares of common stock, or a combination of cash and shares of common stock, at the Company’s election, per $1,000 principal amount of the Convertible Notes, equal to the then existing conversion rate.

​

At the Company’s option, it may cause holders to convert all or a portion of the then outstanding principal amount of the Convertible Notes plus accrued but unpaid interest, at any time on or prior to the close of business on the business day immediately preceding the Convertible Notes Maturity Date, if the closing sale price of the Company’s common stock for any 30 consecutive trading days exceeds 120% of the conversion price, as may be adjusted. Upon such conversion, the Company will pay or deliver, as the case may be, cash, shares of common stock, or a combination of cash and shares of common stock, at the Company’s election, per $1,000 principal amount of the Convertible Notes, equal to the then existing conversion rate, and a forced conversion make-whole payment (as defined in the Second Supplemental Indenture), if any, in cash.

The Company may not redeem the Convertible Notes at its option prior to maturity. In addition, if the Company undergoes a fundamental change (as defined in the Second Supplemental Indenture), holders may require the Company to repurchase for cash all or part of such holders’ Convertible Notes at a repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

The Convertible Notes are direct unsecured obligations of the Company and rank pari passu, or equal, in right of payment with all of the Company’s existing and future unsecured indebtedness or other obligations that are not so subordinated, including, without limitation, the 2025 Notes, and senior in right of payment to all of the Company’s future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the Convertible Notes.

Concurrently with the closing of the Convertible Note Offering, on December 11, 2020, the Company entered into a registration rights agreement (the “Convertible Notes Registration Rights Agreement”) for the benefit of the holders of the Convertible Notes and the shares of common stock issuable upon conversion thereof. Under the Convertible Notes Registration Rights Agreement and subject to the terms and conditions set forth therein, the Company has agreed to use its commercially reasonable efforts to file with or confidentially submit to the SEC a registration statement registering resales of the Convertible Notes under the Securities Act by the holders thereof, within 180 days after December 11, 2020 (the “Convertible Notes Issue Date”) (or if such 180th day is not a business day, the next succeeding business day). The Company has also agreed to use its commercially reasonable efforts to cause such resale registration statement related to the Convertible Notes to be declared effective by the SEC at the earliest possible time after the initial submission or filing thereof, but in no event later than 270 days after the Convertible Notes Issue Date (or if such 270th day is not a business day, the next succeeding business day), and to continuously maintain such resale registration statement’s effectiveness under the Securities Act, subject to certain permitted blackout periods, for the period described in the Convertible Notes Registration Rights Agreement.

In addition, under the Convertible Notes Registration Rights Agreement and subject to the terms and conditions set forth therein, the Company has agreed to file with or confidentially submit to the SEC a registration statement registering under the Securities Act resales of the shares of common stock to be issued upon the conversion of the Convertible Notes, including shares issued by stock dividend, stock distribution, stock split or otherwise thereupon at the time of such submission or filing, as soon as reasonably practicable after the later of (i) the completion of an initial public

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offering of the Company’s equity or equity-linked securities, including the Company’s common stock, and the listing of such securities on a national securities exchange (collectively, an “IPO”) and (ii) the date that is 180 days after the Convertible Notes Issue Date (or, if such 180th day is not a business day, the next succeeding business day). The Company has also agreed to use its commercially reasonable efforts to cause such resale registration statement related to the shares of common stock to be issued upon Conversion of the Convertible Notes to be declared effective by the SEC no later than six months after the completion of an IPO and concurrently therewith cause such shares of common stock to be listed on a national securities exchange, and to continuously maintain such resale registration statement’s effectiveness under the Securities Act, subject to certain permitted blackout periods, for the period described in the Convertible Notes Registration Rights Agreement.

Nevertheless, the Company can offer no assurance that it will file any such resale registration statements, that the SEC will ever declare either of such resale registration statements effective, or that the shares of common stock issued upon conversion of the Convertible Notes will ever be listed on a national securities exchange.

Aggregate offering costs in connection with the Convertible Note Offering, including the initial purchaser and placement agent discount and commissions, were approximately $1.6 million which were capitalized and deferred. As of December 31, 2020, unamortized deferred financing costs related to the Convertible Notes were $1.6 million and were included in the Convertible Notes payable on the Consolidated Statements of Assets and Liabilities.

The Convertible Notes are accounted for in accordance with ASC 470-20 Debt Instruments with Conversion and Other Options. In accounting for the Convertible Notes, the Company estimated at the time of issuance that the values of the debt and the embedded conversion feature of the Convertible Notes were approximately 99.1% and 0.9%, respectively. The original issue discount of 0.9%, or approximately $0.5 million, attributable to the conversion feature of the Convertible Notes was recorded in “capital in excess of par value” in the Consolidated Statements of Assets and Liabilities. As a result, the Company records interest expense comprised of both stated interest expense as well as the original issue discount resulting in an estimated effective interest rate of approximately 7.1% annualized.

As of December 31, 2020, the components of the carrying value of the Convertible Notes were as follows (in thousands):

​ | ​ | ​ | ​ | ​
​ | ​ | Year Ended | ​
​ | ​ | December 31, 2020 | ​
Principal amount of debt | ​ | $ | 50,000 | ​
Unamortized debt issuance cost | ​ | ​ | (1,672) | ​
Original issue discount related to equity component, net of accretion | ​ | ​ | (467) | ​
Original issue discount, net of accretion | ​ | ​ | (1,308) | ​
Carrying value of Convertible Notes | ​ | $ | 46,552 | ​

​

For the year ended December 31, 2020, the components of interest expense and related fees for the Convertible Notes were as follows (in thousands):

​ | ​ | ​ | ​ | ​
​ | ​ | Year Ended
​ | ​ | December 31, 2020
Stated interest expense | ​ | $ | 175 | ​
Amortization of deferred financing costs and original issue discount |  | ​ | 29 | ​
Total interest and amortization of deferred financing costs and original issue discount | ​ | $ | 204 | ​
​ | ​ | ​ | ​ | ​
Weighted average effective interest rate | ​ | ​ | 7.1 | %

​

As of December 31, 2020, the Company was in compliance with the terms of the Credit Facility, the 2025 Notes Indenture, and the Convertible Notes Indenture.

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Note 6. Commitments and Contingencies

Unfunded Commitments

The Company’s commitments and contingencies consist primarily of unused commitments to extend credit in the form of loans or equipment financings to the Company’s portfolio companies. A portion of unfunded contractual commitments as of December 31, 2020 are generally dependent upon the portfolio company reaching certain milestones before the commitment becomes available. Furthermore, the Company’s credit agreements contain customary lending provisions that allow the Company relief from funding obligations for previously made commitments in instances where the underlying portfolio company experiences materially adverse events that affect the financial condition or business outlook for the Company. Since a portion of these commitments may expire without being withdrawn, unfunded contractual commitments do not necessarily represent future cash requirements. As such, the Company’s disclosure of unfunded contractual commitments as of December 31, 2020 includes only those commitments which are available at the request of the portfolio company and are unencumbered by milestones or additional lending provisions.

As of December 31, 2020, the Company had outstanding unfunded commitments of approximately $0.1 million to one portfolio company, Dandelion, Inc. As of December 31, 2020, the Company had sufficient liquidity (through cash on hand and available borrowings under the Credit Facility) to fund such unfunded commitments should the need arise.

In the normal course of business, the Company enters into contracts that provide a variety of representations and warranties, and general indemnifications. Such contracts include those with certain service providers, brokers and trading counterparties. Any exposure to the Company under these arrangements is unknown as it would involve future claims that may be made against the Company; however, based on the Company’s experience, the risk of loss is remote and no such claims are expected to occur. As such, the Company has not accrued any liability in connection with such indemnifications.

Leases

Effective January 1, 2019, FASB ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”) required that a lessee evaluate its leases to determine whether they should be classified as operating or financing leases. The Company identified one significant operating lease for its office space. The lease commenced February 21, 2017 and expires July 31, 2022. The lease contains a five-year extension option for a final expiration date of July 31, 2027 which the company does not expect to exercise.

The total lease expense incurred for the year ended December 31, 2020 was approximately $0.2 million. As of December 31, 2020, the right of use asset and the lease liability was $0.3 million and $0.4 million, respectively. As of December 31, 2020, the remaining lease term was 1.5 years and the discount rate was 3.25%. The Company has also entered into a lease for new office space with an estimated commencement date in mid-2021 and a lease term of eight years. A right of use asset and corresponding lease liability will be recorded upon commencement of the lease, and future minimum payments under the term of the new lease have been included in the table below.

The following table shows future minimum payments under the Company’s operating leases as of December 31, 2020 (in thousands):

​

​ | ​ | ​ | ​
For the Years Ended December 31, |  | ​ | Total
2021 | ​ | $ | 225
2022 |  | ​ | 484
2023 |  | ​ | 361
2023 | ​ | ​ | 371
2024 | ​ | ​ | 380
Thereafter | ​ | ​ | 1,619
Total | ​ | $ | 3,440

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Legal Proceedings

The Company may, from time to time, be involved in litigation arising out of its operations in the normal course of business or otherwise. Furthermore, third parties may try to seek to impose liability on the Company in connection with the activities of its portfolio companies. As of December 31, 2020, there are no material legal matters or material litigation pending of which the Company is aware.

​

​

Note 7. Stockholder’s Equity

The Company authorized 200,000,000 shares of its common stock with a par value of $0.001 per share. On September 27, 2019, the Company was initially capitalized with the issuance of 10 shares of its common stock for an aggregate purchase price of $150 to its sole shareholder.

Private Common Stock Offerings

On January 16, 2020, the Company completed a private offering of shares of its common stock (the “Private Common Stock Offering”) in reliance upon the available exemptions from the registration requirements of the Securities Act, pursuant to which the Company issued and sold 7,000,000 shares of its common stock for aggregate gross proceeds of approximately $105.0 million. KBW acted as the initial purchaser and placement agent in connection with the Private Common Stock Offering pursuant to a purchase/placement agreement, dated January 8, 2020 by and between the Company and KBW. KBW exercised in full its option to purchase or place additional shares and on January 29, 2020 the Company issued and sold an additional 1,333,333 shares of its common stock. As a result, the Company issued and sold a total of 8,333,333 shares of its common stock pursuant to the Private Common Stock Offering for aggregate net proceeds of approximately $114.4 million, net of offering costs of approximately $10.6 million.

Concurrently with the closing of the Private Common Stock Offering, on January 16, 2020, the Company entered into a registration rights agreement for the benefit of the purchasers of the shares of the Company’s common stock in the Private Common Stock Offering and the Legacy Investors (as defined below) that received shares of the Company’s common stock in connection with the Formation Transactions that were not the Company’s directors, officers and affiliates.

On December 15, 2020, at the Company’s 2020 annual meeting of stockholders, the Company’s stockholders approved amending and restating such registration rights agreement to change the registration deadline described below to December 31, 2021 from December 31, 2020. No other changes were made to the registration rights agreement, which as so amended and restated became effective on December 15, 2020 (the “Common Stock Registration Rights Agreement”).

Absent an amendment approved in accordance with the terms of the Common Stock Registration Rights Agreement, the Company is obligated to use commercially reasonable efforts to cause (i) a resale registration statement (the “Resale Registration Statement”) registering the public resale of the shares of the Company’s common stock issued in the Private Common Stock Offering and the Formation Transactions, and the shares of the Company’s common stock issues in respect thereof whether by contingent dividend, stock dividend, stock distribution, stock split, or otherwise, except for such shares issued to the Company’s directors, officers and affiliates (the “Registrable Shares”), to be declared effective by the SEC as soon as practicable after the initial filing of the Resale Registration Statement, but in no event later than December 31, 2021 and (ii) the Registrable Shares to be listed on a national securities exchange concurrently with the effectiveness of the Resale Registration Statement. Under the Common Stock Registration Rights Agreement, the Company is also obligated to use commercially reasonable efforts to continuously maintain the Resale Registration Statement’s effectiveness under the Securities Act, subject to certain permitted blackout periods, for the period described in the Common Stock Registration Rights Agreement.

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Formation Transactions

On January 16, 2020, immediately following the initial closings of the Private Offerings, the Company used the proceeds from the Private Offerings to complete the Formation Transactions, pursuant to which the Company acquired and assumed all of the assets and liabilities of the Legacy Funds through mergers of the Legacy Funds with and into the Company. In consideration for the Legacy Funds, the Company issued 9,183,185 shares of common stock at $15.00 per share for a total value of approximately $137.7 million and paid approximately $108.7 million in cash to the Legacy Funds’ investors, which included the general partners/managers of the Legacy Funds (the “Legacy Investors”). The acquisition consideration of the Formation Transactions was based on valuations as of December 31, 2019, as adjusted for assets that were disposed of by the Legacy Funds, as well as earnings, capital contributions and distributions paid to the members/limited partners, and material events affecting the portfolio companies of the Legacy Funds subsequent to December 31, 2019 and through the closing date of the Formation Transactions.

As part of the Formation Transactions, the Company also used a portion of the proceeds of the Private Offerings to acquire 100% of the equity interests of Trinity Capital Holdings, LLC (“Trinity Capital Holdings”) for an aggregate purchase price of $10.0 million, which was comprised of 533,332 shares of its common stock totaling approximately $8.0 million and approximately $2.0 million in cash. As a result of this transaction, Trinity Capital Holdings became a wholly owned subsidiary of the Company. Refer to “Note 1 – Organization and Basis of Presentation” for further details.

Long-Term Incentive Plan

The Board has approved the 2019 Trinity Capital Inc. Long-Term Incentive Plan and the Trinity Capital Inc. 2019 Non-Employee Director Restricted Stock Plan, each to be effective upon receipt of exemptive relief from the SEC and stockholder approval of such plans. The Company has applied for an exemptive order from the SEC to permit us to issue securities under such plans. If such exemptive relief and stockholder approval are obtained, the Compensation Committee may award such securities in such amounts and on such terms as the Compensation Committee determines and consistent with any exemptive order the SEC may issue and the terms of such plans, as applicable. The SEC is not obligated to grant an exemptive order to allow this practice and will do so only if it determines that such practice is consistent with stockholder interests and does not involve overreaching by management or the Board. The Company cannot provide any assurance that such exemptive relief from the SEC or such stockholder approval will be received.

Distribution Reinvestment Plan

The Company’s distribution reinvestment plan (“DRIP”) provides for the reinvestment of distributions in the form of common stock on behalf of its stockholders, unless a stockholder has elected to receive distributions in cash. As a result, if the Company declares a cash distribution, its stockholders who have not “opted out” of the DRIP by the opt out date will have their cash distribution automatically reinvested into additional shares of the Company’s common stock. The share requirements of the DRIP may be satisfied through the issuance of common shares or through open market purchases of common shares by the DRIP plan administrator. Newly issued shares will be valued based upon the final closing price of the Company’s common stock on the valuation date determined for each distribution by the Board.

The Company’s DRIP is administered by its transfer agent on behalf of the Company’s record holders and participating brokerage firms. Brokerage firms and other financial intermediaries may decide not to participate in the Company’s DRIP but may provide a similar distribution reinvestment plan for their clients. For the year ended December 31, 2020, the Company issued 271,414 shares of common stock for a total of approximately $3.4 million under the DRIP.

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Distributions

The following table reflects the distributions per share that the Company has paid, including shares issued under the DRIP, on its common stock during the year ended December 31, 2020 ($ in thousands except per share):

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Declaration Date | ​ | Record Date | ​ | Payment Date | ​ | Per Share Amount
May 14, 2020 | ​ | May 29, 2020 | ​ | June 5, 2020 | ​ | $ | 0.22
August 12, 2020 | ​ | August 21, 2020 | ​ | September 4, 2020 | ​ | ​ | 0.27
November 12, 2020 | ​ | November 20, 2020 | ​ | December 4, 2020 | ​ | ​ | 0.27
December 22, 2020 | ​ | December 30, 2020 | ​ | January 15, 2021 | ​ | ​ | 0.27
Total | ​ | ​ | ​ | ​ | ​ | $ | 1.03

​

​

​

Note 8. Earnings Per Share

In accordance with the provisions of ASC Topic 260 – Earnings per Share (“ASC 260”), basic earnings per share is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding for the period. Other potentially dilutive common shares, and the related impact to earnings are considered when calculating earnings per share on a diluted basis. Potential common shares associated with the conversion option embedded in the Convertible Notes are anti-dilutive when the Company’s average NAV is below the conversion price. The following table sets forth the computation of the weighted average basic and diluted net increase (decrease) in net assets per share from operations for the year ended December 31, 2020 (in thousands except shares and per share information):

​

​ | ​ | ​ | ​
​ | ​ | ​ | ​
​ | ​ | Year Ended
​ |  | December 31, 2020
Net increase/(decrease) in net assets resulting from operations | ​ | $ | (6,112)
Weighted average common shares outstanding | ​ |  | 18,092,494
Net increase/(decrease) in net assets resulting from operations per common share - basic and diluted | ​ | $ | (0.34)

​

For the year ended December 31, 2020, the effect of the Convertible Notes was anti-dilutive and, accordingly, was excluded from the calculation of diluted earnings per share.

​

​

Note 9. Income Taxes

The Company intends to elect to be treated for U.S. federal tax purposes as a RIC under Subchapter M of the Code and operate in a manner so as to qualify annually thereafter for the tax treatment applicable to RICs. As a RIC, the Company generally will not pay corporate-level income tax on the portion of its taxable income distributed to stockholders, generally required to be at least 90% of its investment company taxable income (which is generally its net ordinary taxable income and realized net short-term capital gains in excess of realized net long-term capital losses) and 90% of its tax-exempt income to maintain its RIC status (pass-through tax treatment for amounts distributed). The amount to be paid out as a distribution is determined by the Board each quarter and is based upon the annual earnings estimated by the management of the Company. To the extent the Company’s earnings fall below the amount of dividend distributions declared, however, a portion of the total amount of the Company’s distributions for the fiscal year may be deemed a return of capital for tax purposes to the Company’s stockholders.

Because federal income tax regulations differ from accounting principles generally accepted in the United States, distributions in accordance with tax regulations may differ from net investment income and realized gains recognized for financial reporting purposes. Differences may be permanent or temporary in nature. Permanent differences are reclassified among capital accounts in the financial statements to reflect their appropriate tax character. Temporary

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differences arise when certain items of income, expense, gain or loss are recognized at some time in the future. Also, recent tax legislation requires that income be recognized for tax purposes no later than when recognized for financial reporting purposes.

During the year ended December 31, 2020, the Company reclassified for book purposes amounts arising from permanent book to tax differences primarily related to nondeductible expenses for income tax purposes as follows:

​ | ​ | ​ | ​
​ | ​ | ​ | Year Ended
​ | ​ | December 31, 2020
Additional paid-in capital | ​ | $ | (738)
Distributable earnings/(accumulated loss) | ​ | ​ | 738

​
The Company has available $7.1 million of capital losses, which can be used to offset future capital gains. All of these losses are permitted to carry forward for an unlimited period.

For income tax purposes distributions paid to shareholders are reported as ordinary income, return of capital, long-term capital gains, or a combination thereof. The tax character of distributions paid for the year ended December 31, 2020 was ordinary income in the amount of approximately $18.7 million with no distributions made from long-term capital gain. No distributions were paid during the period ended December 31, 2019 as the Company had no operations and had no income subject to distribution.

As of December 31, 2020, the components of distributable earnings on a tax basis detailed below differ from the amounts reflected in the Company’s Consolidated Statements of Assets and Liabilities by temporary book or tax differences primarily arising from the tax treatment of costs related to the acquisition of Trinity Capital Holdings and Legacy Funds and deferral of organization costs.

​

​ | ​ | ​ | ​
​ | ​ | ​ | Year Ended
​ | ​ | December 31, 2020
Accumulated capital gains/(losses) | ​ | $ | (7,077)
Other temporary differences | ​ | ​ | (14,200)
Undistributed ordinary income | ​ | ​ | 1,607
Unrealized appreciation/(depreciation) | ​ | ​ | (4,966)
Components of distributable earnings | ​ | $ | (24,636)
​ | ​ | ​ | ​

​

The following table sets forth the tax cost basis and the estimated aggregate gross unrealized appreciation and depreciation from investments for federal income tax purposes (in thousands):

​

​ | ​ | ​ | ​
​ | ​ | Year Ended
​ | ​ | December 31, 2020
Tax Cost of Investments | ​ | $ | 498,336
​ | ​ | ​ | ​
Unrealized appreciation (2) | ​ | $ | 14,879
Unrealized depreciation | ​ | ​ | (19,845)
Net unrealized/(appreciation) depreciation reversed related to net realized gains or losses (1) | ​ | ​ | —
Net unrealized appreciation/(depreciation) from investments | ​ | $ | (4,966)

(1) | The net unrealized (appreciation) depreciation reversed related to net realized gains or losses represents the unrealized appreciation or depreciation recorded on the related asset at the end of the prior period. Investments were recorded at their fair values in the Formation Transactions on January 16, 2020, therefore no reversal of unrealized appreciation (depreciation) was recorded during the year ended December 31, 2020.

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(2) | Certain third parties have rights to 17,485 shares of Nanotherapeutics common stock at a fair value of approximately $0.6 million as of December 31, 2020. The activity related to these shares and the related liability is recorded against unrealized appreciation/(depreciation).

As of December 31, 2020, the components of distributable earnings on a tax basis detailed below differ from the amounts reflected in the Company’s Consolidated Statements of Assets and Liabilities by temporary book or tax differences primarily arising from the treatment of costs related to the acquisition of Trinity Capital Holdings and Legacy Funds and deferral of organizational cost.

In order for the Company not to be subject to federal excise taxes, it must distribute annually an amount at least equal to the sum of (i) 98% of its ordinary income (taking into account certain deferrals and elections), (ii) 98.2% of its net capital gains from the current year and (iii) any undistributed ordinary income and net capital gains from preceding year on which it paid corporate-level U.S. federal income tax. The Company, at its discretion, may carry forward taxable income in excess of calendar year distributions and pay a 4% excise tax on this income. If the Company chooses to do so, this generally would increase expenses and reduce the amount available to be distributed to stockholders. The Company will accrue excise tax on estimated undistributed taxable income as required on an annual basis. For the period ended December 31, 2020, the Company recorded an expense for excise tax of approximately $0.1 million.

The Company evaluates tax positions taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority in accordance with ASC Topic 740, Income Taxes (“ASC 740”), as modified by ASC 946. Tax benefits of positions not deemed to meet the more-likely-than-not threshold, or uncertain tax positions, would be recorded as tax expense in the current year. It is the Company’s policy to recognize accrued interest and penalties related to uncertain tax benefits in income tax expense.

Based on the analysis of the Company’s tax position, the Company has no uncertain tax positions that met the recognition or measurement criteria as of December 31, 2020. The Company does not anticipate any significant increase or decrease in unrecognized tax benefits for the next twelve months. All of the Company’s tax returns remain subject to examination by U.S. federal and state tax authorities.

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Note 10. Financial Highlights

We were formed on August 12, 2019 and commenced operations on January 16, 2020. Prior to January 16, 2020, we had no operations, except for matters relating to our formation and organization as a BDC. As a result, there are no significant financial results for comparative purposes. The following presents financial highlights for the year ended December 31, 2020 (in thousands except share and per share information):

​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​
​ | ​ | Year Ended | ​
​ | ​ | December 31, 2020 | ​
Per Share Data: | ​ | ​ |  | ​
Net asset value, beginning of period (1) | ​ | $ | 14.97 | ​
​ | ​ | ​ | ​ | ​
Net investment income (2) | ​ |  | 1.29 | ​
Net realized and unrealized gains/(losses) on investments (3) | ​ |  | (0.81) | ​
Costs related to acquisition of Trinity Capital Holdings and Legacy Funds | ​ |  | (0.82) | ​
Net decrease in net assets resulting from operations | ​ |  | (0.34) | ​
​ | ​ | ​ | ​ | ​
Offering costs | ​ |  | (0.58) | ​
Other (10) | ​ | ​ | (0.02) | ​
Equity component of convertible notes | ​ | ​ | 0.03 | ​
Distributions | ​ | ​ | (1.03) | ​
Total increase/(decrease) in net assets | ​ | ​ | (1.94) | ​
​ | ​ | ​ | ​ | ​
Net asset value, end of period | ​ | $ | 13.03 | ​
​ | ​ | ​ | ​ | ​
Shares outstanding, end of period | ​ |  | 18,321,274 | ​
Weighted average shares outstanding (2) | ​ |  | 18,092,494 | ​
Total return based on net asset value (4) (7) (8) | ​ |  | (6.1) | %
​ | ​ | ​ | ​ | ​
Ratio/Supplemental Data: | ​ |  |  | ​
Net assets, end of period* | ​ | $ | 238,748 | ​
Ratio of total expenses to average net assets (5) | ​ |  | 14.3 | %
Ratio of net investment income to average net assets (5) | ​ |  | 10.5 | %
Ratio of interest and credit facility expenses to average net assets (5) | ​ |  | 7.6 | %
Portfolio turnover rate (6) (8) | ​ |  | 36.5 | %
Asset coverage ratio (9) | ​ |  | 177.0 | %

* Rounded to nearest thousand

(1) | The net asset value as of January 16, 2020 (commencement of operations) is calculated based on the initial common stock purchase price of $15.00 per share less the accumulated loss of $0.03 per share from August 12, 2019 (the date of inception) through December 31, 2019.

(2) | Calculated based upon weighted average shares outstanding for the period from January 16, 2020 (commencement of operations) through December 31, 2020.

(3) | Net realized and unrealized gains (losses) on investments include rounding adjustments to reconcile the change in net asset value per share.

(4) | Total return based on net asset value is calculated as the change in net asset value per share during the period plus declared distributions per share during the period, divided by the beginning net asset value per share.

(5) | Annualized.

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(6) | Portfolio turnover rate is calculated using the lesser of year-to-date cash sales/repayments or year-to-date cash purchases over the average of the total investments at fair value.

(7) | Total return excluding costs related to acquisition of Trinity Capital Holdings and the Legacy Funds would have been (0.6%).

(8) | Not annualized.

(9) | Based on outstanding debt of $310.0 million as of December 31, 2020.

(10) | Includes the impact of the different share amounts as a result of calculating certain per share data based on the weighted-average basic shares outstanding during the period and certain per share data based on the shares outstanding as of a period end or transaction date.

Senior Securities

Information about the Company’s senior securities (including debt securities and other indebtedness) is shown in the following table as of December 31, 2020. No senior securities were outstanding as of December 31, 2019.

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Class and Period | ​ | Total Amount Outstanding Exclusive of Treasury Securities (1) | ​ | Asset Coverage per Unit (2) | ​ | Involuntary Liquidating Preference per Unit (3) | ​ | Average Market Value per Unit (4)
Credit Facility | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
December 31, 2020 | ​ | $ | 135,000 | ​ | $ | 1,770 | ​ | - | ​ | na
December 31, 2019 | ​ | ​ | - | ​ | ​ | - | ​ | - | ​ | na
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
2025 Notes | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
December 31, 2020 | ​ | $ | 125,000 | ​ | $ | 1,770 | ​ | - | ​ | na
December 31, 2019 | ​ | ​ | - | ​ | ​ | - | ​ | - | ​ | na
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Convertible Notes | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
December 31, 2020 | ​ | $ | 50,000 | ​ | $ | 1,770 | ​ | - | ​ | na
December 31, 2019 | ​ | ​ | - | ​ | ​ | - | ​ | - | ​ | na
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Total | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
December 31, 2020 | ​ | $ | 310,000 | ​ | $ | 1,770 | ​ | - | ​ | na
December 31, 2019 | ​ | ​ | - | ​ | ​ | - | ​ | - | ​ | na

(1) | Total amount of each class of senior securities outstanding at the end of the period presented.

(2) | Asset coverage per unit is the ratio of the carrying value of total assets, less all liabilities excluding indebtedness represented by senior securities in this table to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is express in terms of dollar amounts per $1,000 of indebtedness and is calculated on a consolidated basis.

(3) | The amount to which such class of senior security would be entitled upon the Company’s involuntary liquidation in preference to any security junior to it. The “—” in this column indicates information that the SEC expressly does not require to be disclosed for certain types of senior securities.

(4) | Not applicable because the senior securities are not registered for public trading.

​

​

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​

Note 11. Related Party Transactions

As of December 31, 2019, the Company had payables to an affiliate of approximately $1.1 million related to organizational and offering cost expenses, which are included in Due to related party on the Consolidated Statements of Assets and Liabilities. The Company repaid these amounts during the quarter ended March 31, 2020.

Through the Formation Transactions, the Company acquired 100% of the equity interests of Trinity Capital Holdings and the Legacy Funds were merged with and into the Company. Members of the Company’s management, including Steven L. Brown, Kyle Brown, Gerald Harder and Ron Kundich, owned 100% of the equity interests in Trinity Capital Holdings and controlling interests in the general partners/managers of the Legacy Funds.

As a result of the Formation Transactions, Messrs. S. Brown, K. Brown, Harder and Kundich collectively received (i) 533,332 shares of the Company’s common stock valued at approximately $8.0 million and approximately $2.0 million in cash in exchange for their equity interests in Trinity Capital Holdings, and (ii) 377,441 shares of the Company’s common stock valued at approximately $5.7 million for their limited partner and general partner interests in the Legacy Funds.

During the year ended December 31, 2020, certain related parties received distributions from the Company relating to their shares held. Refer to “Note 7 – Stockholder’s Equity” for further details on the Company’s Distribution Reinvestment Plan and the distributions declared.

The Company has entered into indemnification agreements with its directors and executive officers. The indemnification agreements are intended to provide the Company’s directors and executive officers the maximum indemnification permitted under Maryland law and the 1940 Act. Each indemnification agreement provides that the Company shall indemnify the director or executive officer who is a party to the agreement, or an “Indemnitee,” including the advancement of legal expenses, if, by reason of his or her corporate status, the Indemnitee is, or is threatened to be, made a party to or a witness in any threatened, pending, or completed proceeding, to the maximum extent permitted by Maryland law and the 1940 Act.

The Company and its executives and directors are covered by Directors and Officers Insurance, with the directors and officers being indemnified by us to the maximum extent permitted by Maryland law subject to the restrictions of the 1940 Act.

​

​

Note 12. Selected Quarterly Data (Unaudited)

The following tables set forth certain quarterly financial information for each of the last four quarters, or since the Company began operations. This information was derived from the Company’s unaudited consolidated financial statements. Results for any quarter are not necessarily indicative of results for the full year or for any further quarter.

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Quarter Ended | ​ | Quarter Ended | ​ | Quarter Ended | ​ | Quarter Ended
​ |  | March 31, 2020 |  | June 30, 2020 |  | September 30, 2020 |  | December 31, 2020
Total investment income | ​ | $ | 12,248 | ​ | $ | 13,847 | ​ | $ | 13,529 | ​ | $ | 15,340
Net investment income | ​ | ​ | 5,708 | ​ | ​ | 6,761 | ​ | ​ | 5,616 | ​ | ​ | 5,286
Net increase/(decrease) in net assets resulting from operations | ​ | ​ | (35,051) | ​ | ​ | 6,882 | ​ | ​ | 12,334 | ​ | ​ | 9,723
Net increase/(decrease) in net assets resulting from Net Investment income per common share | ​ | $ | 0.32 | ​ | $ | 0.37 | ​ | $ | 0.31 | ​ | $ | 0.29
Net increase/(decrease) in net assets resulting from operations per common share | ​ | $ | (1.97) | ​ | $ | 0.38 | ​ | $ | 0.68 | ​ | $ | 0.53

​

​

​

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Note 13. Recent Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”) which requires lessees to recognize on the balance sheet a right-of-use asset, representing its right to use the underlying asset for the lease term, and a lease liability for all leases with terms greater than 12 months. The guidance also requires qualitative and quantitative disclosures designed to assess the amount, timing, and uncertainty of cash flows arising from leases. The standard requires the use of a modified retrospective transition approach, which includes a number of optional practical expedients that entities may elect to apply. The guidance is effective for annual periods beginning after December 15, 2020, and interim periods therein. Early adoption is permitted. The Company adopted ASU 2016-02 effective January 1, 2020. Under ASU 2016-02, the Company evaluates leases to determine if the leases are considered financing or operating leases. The Company currently has one operating lease for office space for which the Company recognized a right-of-use asset and a lease liability for the operating lease obligation included in Other assets and Other liabilities, respectively, in the Consolidated Statements of Assets and Liabilities. Non-lease components (maintenance, property tax, insurance and parking) are not included in the lease cost. The lease expense is presented as a single lease cost that is amortized on a straight-line basis over the life of the lease. Refer to “Note 6 – Commitments and Contingencies” for further discussion regarding the lease obligation.

​

In March 2020, the FASB issued ASU 2020-04, “Reference rate reform (Topic 848) - Facilitation of the effects of reference rate reform on financial reporting.” The amendments in this update provide optional expedients and exceptions for applying U.S. GAAP to certain contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform and became effective upon issuance for all entities. ASU 2020-04 is elective and is effective on March 12, 2020 through December 31, 2022. The Company does not plan on adopting, as it expects that the adoption of this guidance will not have a material impact on its consolidated financial statements.

​

In May 2020, the SEC adopted rule amendments that will impact the requirement of investment companies, including BDCs, to disclose the financial statements of certain of their portfolio companies or acquired funds (the “Final Rules”). The Final Rules adopted a new definition of “significant subsidiary” set forth in Rule l-02(w)(2) of Regulation S-X under the Securities Act. Rules 3-09 and 4-08(g) of Regulation S-X require investment companies to include separate financial statements or summary financial information, respectively, in such investment company's periodic reports for any portfolio company that meets the definition of “significant subsidiary.” The Final Rules amend the definition of “significant subsidiary” in a manner that is intended to more accurately capture those portfolio companies that are more likely to materially impact the financial condition of an investment company. The Final Rules were effective on January l, 2021, but voluntary compliance was permitted in advance of the effective date. The Company elected to comply with the Final Rules effective June 30, 2020 which did not have a material impact on the consolidated financial statements.

​

In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (“ASU 2020-06”) under which the accounting for convertible instruments will be simplified by removing major separation models required under current GAAP. Accordingly, more convertible instruments will be reported as a single liability or equity with no separate accounting for embedded conversion features. Certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception will be removed and, as a result, more equity contracts will qualify for the scope exception. ASU 2020-06 will also simplify the diluted earnings-per-share calculation in certain areas. ASU 2020-06 will be effective for years beginning after December 31, 2021, including interim periods within those fiscal years. Early adoption will be permitted for fiscal periods beginning after December 15, 2020 (including interim periods within the same fiscal year). The Company will early adopt ASU 2020-06 on January 1, 2021, and does not expect the adoption to materially impact the consolidated financial statements other than no longer separately accounting for the embedded conversion feature.

​

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Note 14. Subsequent Events

The Company’s management evaluated subsequent events through the date of issuance of the consolidated financial statements included herein. Other than the items below, there have been no subsequent events that occurred during the period that would require recognition or disclosure.

Initial Public Offering

On February 2, 2021, the Company completed its initial public offering of 8,006,291 shares of its common stock at a price of $14.00 per share, inclusive of the underwriters option to purchase additional shares, which was exercised in full. Total net proceeds were approximately $105.4 million. The Company’s shares of common stock began trading on the Nasdaq Global Select Market on January 29, 2021 under the symbol “TRIN.” Proceeds from this offering were primarily used to pay down a portion of existing indebtedness under the Credit Facility.

Credit Facility Paydown

On February 3, 2021, the Company repaid $90.0 million of its existing indebtedness under the Credit Facility using proceeds from its initial public offering. As of March 4, 2021, the Company had $45.0 million in borrowings outstanding under the Credit Facility.

​

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

​

​

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

In accordance with Rules 13a-15(b) and 15d-15(b) under the Exchange Act, we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) as of the end of the period covered by this annual report on Form 10-K and determined that our disclosure controls and procedures are effective as of the end of the period covered by this annual report on Form 10-K.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act). Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 COSO Framework). Based on our evaluation under the framework in Internal Control—Integrated Framework, management concluded that our internal control over financial reporting was effective as of December 31, 2020.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

This annual report on Form 10-K does not include an attestation report of the company’s registered public accounting firm pursuant to the rules of the Securities and Exchange Commission.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the year ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

​

​

Item 9B. Other Information

None.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance

The information required by Item 10 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2021 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission within 120 days following the end of our fiscal year.

​

The Company has adopted a code of business conduct and ethics that applies to directors, officers and employees. The code of business conduct and ethics is available on the Company’s website at www.ir.trincapinvestment.com/governance/governance-documents. The Company will report any amendments to or waivers of a required provision of the code of business conduct and ethics on the Company’s website or in a Current Report on Form 8-K.

​

​

Item 11. Executive Compensation

The information required by Item 11 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2021 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission within 120 days following the end of our fiscal year.

​

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by Item 12 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2021 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission within 120 days following the end of our fiscal year.

​

Item 13. Certain Relationships and Related Transactions and Director Independence

The information required by Item 13 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2021 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission within 120 days following the end of our fiscal year.

​

Item 14. Principal Accountant Fees and Services

The information required by Item 14 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2021 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission within 120 days following the end of our fiscal year.

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PART IV

Item 15. Exhibits and Financial Statement Schedules

The following financial statements of the “Company” are filed herewith:

Report of Independent Registered Public Accounting Firm | 95
Consolidated Statements of Assets and Liabilities as of December 31, 2020 and December 31, 2019 | 96
Consolidated Statements of Operations for the Year Ended December 31, 2020 and the period August 12, 2019 (date of inception) to December 31, 2019 | 97
Consolidated Statements of Changes in Net Assets for the Year Ended December 31, 2020 and the period August 12, 2019 (date of inception) to December 31, 2019 | 98
Consolidated Statement of Cash Flows for the Year Ended December 31, 2020 and the period August 12, 2019 (date of inception) to December 31, 2019 | 99
Consolidated Schedule of Investments as of December 31, 2020 | 101
Notes to Consolidated Financial Statements | 115

​

The following exhibits are filed as part of this annual report on Form 10-K or hereby incorporated by reference to exhibits previously filed with the SEC:

​

Exhibit Number |  | Description of Exhibits
3.1 |  | Articles of Amendment and Restatement (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 10 filed on January 16, 2020).
3.2 |  | Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 10 filed on January 16, 2020).
4.1 |  | Amended and Restated Registration Rights Agreement, dated December 15, 2020 (Common Stock) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed December 16, 2020).
4.2 |  | Registration Rights Agreement, dated January 16, 2020 (Notes) (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form 10 filed on January 16, 2020).
4.3 | ​ | Registration Rights Agreement, dated December 11, 2020 (Convertible Notes) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December 14, 2020).
4.4 |  | Indenture, dated January 16, 2020, by and between Trinity Capital Inc. and U.S. Bank 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).
4.5 |  | First Supplemental Indenture, dated January 16, 2020, relating to the 7.00% Notes due 2025, by and between Trinity Capital Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form 10 filed on January 16, 2020).
4.6 |  | Form of 7.00% Note due 2025 (included as part of and incorporated by reference to Exhibit 4.5 hereto).
4.7 | ​ | Second Supplemental Indenture, dated December 11, 2020 relating to the 6.00% Convertible Notes due 2025, between Trinity Capital Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on December 14, 2020).
4.8 | ​ | Form of 6.00% Convertible Notes due 2025 (included as a part of and incorporated by reference to Exhibit 4.7 hereof).
4.9* | ​ | Description of Registrant’s Securities

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10.1 | ​ | Distribution Reinvestment Plan (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form 10 filed on January 16, 2020).
10.2 | ​ | Custody and Account Agreement, dated January 8, 2020, by and between the Company and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form 10 filed on January 16, 2020).
10.3 | ​ | Credit Agreement, dated January 8, 2020, with Credit Suisse AG (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form 10 filed on January 16, 2020).
10.4 | ​ | First Amendment to Credit Agreement, dated March 31, 2020, with Credit Suisse AG (incorporated by reference to Exhibit 99(k)(2) to the Company’s Registration Statement on Form N-2 filed on September 16, 2020).
10.5 | ​ | Second Amendment to Credit Agreement, dated September 29, 2020, with Credit Suisse AG (incorporated by reference to Exhibit (k)(3) to Pre-Effective Amendment No. 1 to the Company’s Registration Statement on Form N-2 filed on October 19, 2020).
10.6 | ​ | Sale and Contribution Agreement, dated January 8, 2020 (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form 10 filed on January 16, 2020).
10.7 | ​ | Security Agreement, dated January 8, 2020 (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form 10 filed on January 16, 2020).
10.8 | ​ | Servicing Agreement, dated January 8, 2020 (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form 10 filed on January 16, 2020).
10.9 | ​ | Custodial Agreement, dated January 8, 2020 (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form 10 filed on January 16, 2020).
10.10# | ​ | Employment Offer Letter, dated January 16, 2020, by and between the Company and Steven L. Brown (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form 10 filed on January 16, 2020).
10.11# | ​ | Employment Offer Letter, dated January 16, 2020, by and between the Company and Kyle Brown (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form 10 filed on January 16, 2020).
10.12# | ​ | Employment Offer Letter, dated January 16, 2020, by and between the Company and Gerald Harder (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form 10 filed on January 16, 2020).
10.13*# | ​ | Separation and General Release Agreement, dated November 26, 2020, by and between the Company and Susan Echard.
10.14 | ​ | Form of Indemnification Agreement (Directors) (incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form 10 filed on January 16, 2020).
10.15 | ​ | Form of Indemnification Agreement (Officers) (incorporated by reference to Exhibit 10.13 to the Company’s Registration Statement on Form 10 filed on January 16, 2020).
10.16 | ​ | Transfer Agency Agreement and Registrar Services Agreement, dated November 1, 2019, by and between the Company and American Stock Transfer & Trust Company, LLC (incorporated by reference to exhibit 10.15 to the Company’s Registration Statement on Form 10 filed on January 16, 2020).
21.1 | ​ | List of Subsidiaries
​ | ​ | Trinity Capital Holdings, LLC (Delaware)
​ | ​ | Trinity Funding 1, LLC (Delaware)
24.1 | ​ | Power of Attorney (included on the signature pages herein).
31.1* |  | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* |  | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1* |  | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2* |  | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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* Filed herewith.

# Management contract or compensatory plan or arrangement.

​

​

Item 16. Form 10-K Summary

Not applicable.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

​ | ​ | ​
​ | TRINITY CAPITAL INC.
​ | ​
Dated: March 4, 2021 | By: | /s/ Steven L. Brown
​ | ​ | Steven L. Brown
​ | ​ | Chairman and Chief Executive Officer
​ | ​ | (Principal Executive Officer)

​

​

​ | ​ | ​
​ | ​
Dated: March 4, 2021 | By: | /s/ David Lund
​ | ​ | David Lund
​ | ​ | Chief Financial Officer and Treasurer
​ | ​ | (Principal Financial and Accounting Officer)

​

Each person whose signature appears below constitutes and appoints Steven L. Brown and David Lund, and each of them, such person’s true and lawful attorney-in-act and agent, with full power of substitution and revocation, for such person and in such person’s name, place and stead, in any and all capacities, to sign one or more Annual Reports on Form 10-K for the year ended December 31, 2020, and any and all amendments thereto, and to file same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and each of them, or their or his substitutes, may lawfully do or cause to be done hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant in the capacities on March 4, 2021.

​ | ​ | ​
/s/ Steven L. Brown | ​ | /s/ Kyle Brown
Chairman and Chief Executive Officer | ​ | President and Chief Investment Officer
​ | ​ | ​
/s/ Richard R. Ward | ​ | /s/ Michael E. Zacharia
Director | ​ | Director
​ | ​ | ​
/s/ Edmund G. Zito | ​ | /s/ Ronald E. Estes
Director | ​ | Director

​

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