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Income Taxes
 12 Months Ended
Dec. 31, 2024
Income Tax Disclosure [Abstract]  
Income Taxes

Note 10. Income Taxes

The Company has elected to be treated, currently qualifies, and intends to continue to qualify annually as, a RIC under Subchapter M of the Code for U.S. federal tax purposes. In order to maintain its treatment as a RIC, the Company is generally required to distribute at least annually to its stockholders at least the sum of 90% of its investment company taxable income (which generally includes 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 net tax-exempt income (if any). The Company generally will not be subject to U.S. federal income tax on these distributed amounts, but will pay U.S. federal income tax at corporate rates on any retained amounts.

The amount of taxable income to be paid out as a distribution is determined by the Board each quarter and is generally based upon the annual earnings estimated by management of the Company. Net capital gains, if any, are distributed at least annually, although the Company may decide to retain all or some of those capital gains for investment and pay U.S. federal income tax at corporate rates on those retained amounts. If the Company chooses to do so, this generally will increase expenses and reduce the amount available to be distributed to stockholders. In the event the Company’s taxable income (including any net capital gains) for a fiscal year falls below the amount of distributions declared and paid with respect to that year, however, a portion of the total amount of those distributions may be deemed a return of capital for tax purposes to the Company’s stockholders.

Because federal income tax regulations differ from GAAP, 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 differences arise when certain items of income, expense, gain or loss are recognized at some time in the future.

The following table sets for the amounts the Company reclassified for book purposes arising from permanent book to tax differences primarily related to nondeductible expenses for income tax purposes (in thousands):
 

 

 

Year Ended

 

 

Year Ended

 

 

 

December 31, 2024

 

 

December 31, 2023

 

Additional paid-in capital

 

$

(12,425

)

 

$

(4,229

)

Distributable earnings/(accumulated loss)

 

 

12,425

 

 

 

4,229

 

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, 2024 was from ordinary income with no distributions made from long-term capital gains. The tax character of distributions paid for December 31, 2023 was from ordinary income with no distributions made from long-term capital gains.

For the years ended December 31, 2024, 2023 and 2022, $2.7 million, $2.6 million and $2.4 million, respectively, was recorded for U.S. federal excise tax.

As of December 31, 2024 and December 31, 2023, 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 issuance of stock-based compensation and certain loan modifications as well as ongoing differences related to the treatment of the acquisition of Trinity Capital Holdings and the Legacy Funds.

 

 

Year Ended

 

 

Year Ended

 

 

 

December 31, 2024

 

 

December 31, 2023

 

Accumulated capital gains/(losses)

 

$

(20,815

)

 

$

(20,346

)

Other temporary differences

 

 

—

 

 

 

(20,350

)

Undistributed ordinary income

 

 

66,765

 

 

 

62,202

 

Undistributed long-term capital gains

 

 

—

 

 

 

—

 

Unrealized appreciation/(depreciation)

 

 

(52,656

)

 

 

(45,066

)

Components of distributable earnings

 

$

(6,706

)

 

$

(23,560

)

 

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 as of and for the years ended December 31, 2024 and 2023 (in thousands):

 

 

 

December 31, 2024

 

 

December 31, 2023

 

Tax Cost of Investments

 

$

1,763,183

 

 

$

1,325,006

 

 

 

December 31, 2024

 

 

December 31, 2023

 

Unrealized appreciation

 

$

60,872

 

 

$

36,468

 

Unrealized depreciation

 

 

(113,528

)

 

 

(81,534

)

Net change in unrealized appreciation/(depreciation) from investments

 

$

(52,656

)

 

$

(45,066

)

 

 

Note 11. Financial Highlights
 

The following presents financial highlights for the years ended December 31, 2024, 2023, 2022, 2021, and 2020 (in thousands except share and per share information):

 

 

Year Ended

 

 

 

Year Ended

 

 

 

Year ended

 

 

 

Year ended

 

 

 

Year ended

 

 

 

 

December 31, 2024

 

 

 

December 31, 2023

 

 

 

December 31, 2022

 

 

 

December 31, 2021

 

 

 

December 31, 2020

 

 

Per Share Data: (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net asset value, beginning of period

 

$

13.19

 

 

 

$

13.15

 

 

 

$

16.40

 

 

 

$

13.03

 

 

 

$

14.97

 

(9)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

 

2.20

 

 

 

 

2.31

 

 

 

 

2.26

 

 

 

 

1.50

 

 

 

 

1.29

 

 

Net realized and unrealized gains/(losses) on investments (2)

 

 

(0.01

)

 

 

 

(0.33

)

 

 

 

(3.22

)

 

 

 

3.59

 

 

 

 

(0.81

)

 

Costs related to acquisition of Trinity Capital Holdings and Legacy Funds

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

(0.82

)

 

Net increase/(decrease) in net assets resulting from operations

 

 

2.19

 

 

 

 

1.98

 

 

 

 

(0.96

)

 

 

 

5.09

 

 

 

 

(0.34

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Offering costs

 

 

(0.05

)

 

 

 

(0.09

)

 

 

 

(0.12

)

 

 

 

(0.29

)

 

 

 

(0.58

)

 

Effect of shares issued and repurchased (3)

 

 

0.06

 

 

 

 

0.19

 

 

 

 

0.16

 

 

 

 

(0.15

)

 

 

 

(0.02

)

 

Equity component of convertible notes

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

(0.02

)

 

 

 

0.03

 

 

Distributions (4)

 

 

(2.04

)

 

 

 

(2.04

)

 

 

 

(2.33

)

 

 

 

(1.26

)

 

 

 

(1.03

)

 

Total increase/(decrease) in net assets

 

 

0.16

 

 

 

 

0.04

 

 

 

 

(3.25

)

 

 

 

3.37

 

 

 

 

(1.94

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net asset value, end of period

 

$

13.35

 

 

 

$

13.19

 

 

 

$

13.15

 

 

 

$

16.40

 

 

 

$

13.03

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares outstanding, end of period

 

 

61,669,059

 

 

 

 

46,323,712

 

 

 

 

34,960,672

 

 

 

 

27,229,541

 

 

 

 

18,321,274

 

 

Weighted average shares outstanding

 

 

52,705,732

 

 

 

 

38,910,150

 

 

 

 

31,672,089

 

 

 

 

25,980,797

 

 

 

 

18,092,494

 

(10)

Total return based on net asset value (5)

 

 

16.7

 

%

 

 

15.8

 

%

 

 

(5.6

)

%

 

 

35.5

 

%

 

 

(6.1

)

% (11) (12)

Total return based on market value (6)

 

 

14.7

 

%

 

 

55.8

 

%

 

 

(29.0

)

%

 

 

33.2

 

%

 

n/a

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratio/Supplemental Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Per share market value at end of period

 

$

14.47

 

 

 

$

14.53

 

 

 

$

10.93

 

 

 

$

17.58

 

 

 

n/a

 

 

Net assets, end of period

 

$

822,982

 

 

 

$

611,159

 

 

 

$

459,649

 

 

 

$

446,533

 

 

 

$

238,748

 

 

Ratio of total expenses to average net assets

 

 

17.5

 

%

 

 

17.9

 

%

 

 

16.3

 

%

 

 

11.6

 

%

 

 

14.3

 

% (13)

Ratio of net investment income to average net assets

 

 

16.7

 

%

 

 

17.5

 

%

 

 

15.7

 

%

 

 

10.5

 

%

 

 

10.5

 

% (13)

Ratio of interest and credit facility expenses to average net assets

 

 

8.9

 

%

 

 

8.6

 

%

 

 

7.5

 

%

 

 

5.5

 

%

 

 

7.6

 

% (13)

Portfolio turnover rate (7)

 

 

53.8

 

%

 

 

41.7

 

%

 

 

33.7

 

%

 

 

47.9

 

%

 

 

36.5

 

% (11)

Asset coverage ratio (8)

 

 

192.7

 

%

 

 

194.7

 

%

 

 

174.1

 

%

 

 

195.8

 

%

 

 

177.0

 

%
(1)
Based on actual number of shares outstanding at the end of the corresponding period or the weighted average shares outstanding for the period, unless otherwise noted, as appropriate.
(2)
Net realized and unrealized gains/(losses) on investments include rounding adjustments to reconcile the change in net asset value per share.
(3)
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. Also includes the impact of the issuance of shares related to the equity incentive plans, the accretive effect of DRIP issuance and stock offerings (issuing shares above NAV per share), and the impact of share repurchases under the 2022 Repurchase Program and 2024 Repurchase Program.
(4)
The per share data reflects the actual amount of distributions declared per share for the applicable period.
(5)
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.
(6)
Total return based on market value is calculated as the change in market value per share during the period, taking into account dividends. For the year ended December 31, 2021, the beginning market value per share is based on the market price of $14.00 per share on January 29, 2021, the date of the Company’s listing on the Nasdaq Global Select Market.
(7)
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.
(8)
Based on outstanding debt of $888.0 million, $645.5 million, $620.0 million, $466.0 million, and $310.0 million as of December 31, 2024, 2023, 2022, 2021, and 2020, respectively.
(9)
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.
(10)
Calculated based upon weighted average shares outstanding for the period from January 16, 2020 (commencement of operations) through December 31, 2020.
(11)
Not annualized.
(12)
Total return excluding costs related to acquisition of Trinity Capital Holdings and the Legacy Funds would have been (0.6%) for the year ended December 31, 2020.
(13)
Annualized.

Senior Securities

Information about the Company’s senior securities (including debt securities and other indebtedness) is shown in the following table as of December 2024, 2023, 2022, 2021, and 2020. No senior securities were outstanding as of December 31, 2019.
 

Class and Period

Total
Amount
Outstanding
Exclusive of
Treasury
Securities (1) (in thousands)

 

Asset
Coverage
per Unit (2)

 

 

Involuntary
Liquidating
Preference
per Unit (3)

 

 

Average
Market Value
per Unit (4)

 

Credit Suisse Credit Facility

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2024(5)

 

$

—

 

 

 

—

 

 

 

—

 

 

$

—

 

December 31, 2023(5)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

December 31, 2022(5)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

December 31, 2021

 

 

10,000

 

 

 

1,958

 

 

 

—

 

 

 

—

 

December 31, 2020

 

 

135,000

 

 

 

1,770

 

 

 

—

 

 

 

—

 

 

 

 

 

 

 

 

 

 

 

 

 

KeyBank Credit Facility

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2024

 

$

113,000

 

 

 

1,927

 

 

 

—

 

 

$

—

 

December 31, 2023

 

 

213,000

 

 

 

1,947

 

 

 

—

 

 

 

—

 

December 31, 2022

 

 

187,500

 

 

 

1,741

 

 

 

—

 

 

 

—

 

December 31, 2021

 

 

81,000

 

 

 

1,958

 

 

 

—

 

 

 

—

 

December 31, 2020

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

 

 

 

 

 

 

 

 

 

 

2025 Notes

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2024

 

$

152,500

 

 

 

1,927

 

 

 

—

 

 

$

1,009

 

December 31, 2023

 

 

182,500

 

 

 

1,947

 

 

 

—

 

 

 

1,006

 

December 31, 2022

 

 

182,500

 

 

 

1,741

 

 

 

—

 

 

 

1,006

 

December 31, 2021

 

 

125,000

 

 

 

1,958

 

 

 

—

 

 

 

—

 

December 31, 2020

 

 

125,000

 

 

 

1,770

 

 

 

—

 

 

 

—

 

 

 

 

 

 

 

 

 

 

 

 

 

Convertible Notes

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2024

 

$

50,000

 

 

 

1,927

 

 

 

—

 

 

$

—

 

December 31, 2023

 

 

50,000

 

 

 

1,947

 

 

 

—

 

 

 

—

 

December 31, 2022

 

 

50,000

 

 

 

1,741

 

 

 

—

 

 

 

—

 

December 31, 2021

 

 

50,000

 

 

 

1,958

 

 

 

—

 

 

 

—

 

December 31, 2020

 

 

50,000

 

 

 

1,770

 

 

 

—

 

 

 

—

 

 

 

 

 

 

 

 

 

 

 

 

 

August 2026 Notes

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2024

 

$

125,000

 

 

 

1,927

 

 

 

—

 

 

$

—

 

December 31, 2023

 

 

125,000

 

 

 

1,947

 

 

 

—

 

 

 

—

 

December 31, 2022

 

 

125,000

 

 

 

1,741

 

 

 

—

 

 

 

—

 

December 31, 2021

 

 

125,000

 

 

 

1,958

 

 

 

—

 

 

 

—

 

December 31, 2020

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

 

 

 

 

 

 

 

 

 

 

December 2026 Notes

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2024

 

$

75,000

 

 

 

1,927

 

 

 

—

 

 

$

—

 

December 31, 2023

 

 

75,000

 

 

 

1,947

 

 

 

—

 

 

 

—

 

December 31, 2022

 

 

75,000

 

 

 

1,741

 

 

 

—

 

 

 

—

 

December 31, 2021

 

 

75,000

 

 

 

1,958

 

 

 

—

 

 

 

—

 

December 31, 2020

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

Class and Period, Continued

Total
Amount
Outstanding
Exclusive of
Treasury
Securities (1) (in thousands)

 

Asset
Coverage
per Unit (2)

 

 

Involuntary
Liquidating
Preference
per Unit (3)

 

 

Average
Market Value
per Unit (4)

 

March 2029 Notes

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2024

 

$

115,000

 

 

 

1,927

 

 

 

—

 

 

$

1,012

 

December 31, 2023

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

December 31, 2022

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

December 31, 2021

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

December 31, 2020

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

 

 

 

 

 

 

 

 

 

 

September 2029 Notes

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2024

 

$

115,000

 

 

 

1,927

 

 

 

—

 

 

$

1,014

 

December 31, 2023

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

December 31, 2022

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

December 31, 2021

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

December 31, 2020

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

 

 

 

 

 

 

 

 

 

 

Series A Notes

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2024

 

$

142,500

 

 

 

1,927

 

 

 

—

 

 

$

—

 

December 31, 2023

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

December 31, 2022

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

December 31, 2021

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

December 31, 2020

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2024

 

$

888,000

 

 

 

1,927

 

 

 

—

 

 

$

—

 

December 31, 2023

 

 

645,500

 

 

 

1,947

 

 

 

—

 

 

 

—

 

December 31, 2022

 

 

620,000

 

 

 

1,741

 

 

 

—

 

 

 

—

 

December 31, 2021

 

 

466,000

 

 

 

1,958

 

 

 

—

 

 

 

—

 

December 31, 2020

 

 

310,000

 

 

 

1,770

 

 

 

—

 

 

 

—

 

 

(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 expressed 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, with the exception of the 2025 Notes, March 2029 Notes and September 2029 Notes. The average market value per unit calculated for the 2025 Notes, March 2029 Notes and September 2029 Notes are based on the average daily price of such notes and are expressed in terms of dollar amounts per $1,000 of indebtedness.
(5)
The Credit Suisse Credit Facility matured on January 8, 2022, in accordance with its terms, and all outstanding indebtedness thereunder was repaid.

 

During the years ended December 31, 2024 and 2023, 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 DRIP and the distributions declared. During the years ended December 31, 2024 and 2023, the Company’s directors and executive officers and certain employees received restricted stock awards under the 2019 Long Term Incentive Plan and the 2019 Restricted Stock Plan. Refer to “Note 8 – Equity Incentive Plans” for further details on the Company’s stock-based compensation plans.

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. In addition, each of our directors and officers have entered into an indemnification agreement with us pursuant to which our directors and officers are indemnified by us to the maximum extent permitted by Maryland law subject to the restrictions of the 1940 Act.

Senior Credit Corp 2022 LLC

As disclosed in “Note 1 – Organization and Basis of Presentation”, the Company entered into a joint venture agreement with certain funds and accounts managed by a specialty credit manager (collectively, the “JV Partner”) on December 5, 2022 to co-manage the JV. The JV invests in secured loans and equipment financings to growth-oriented companies that have been originated by the Company. The Company and the JV Partner committed to initially contribute $21.4 million and $150.0 million, respectively, of capital in the form of 8.5% notes and preferred equity in the JV. The JV is capitalized as investment transactions are completed and all portfolio decisions and generally all other actions in respect of the JV must be approved by the board of managers of the JV consisting of an equal number of representatives of the Company and the JV Partner. Capital contributions are called from each JV member on a pro-rata basis based on their total capital commitments, with 70% of each such capital contribution invested in the JV’s 8.5% notes and the remaining 30% invested in the JV's preferred equity. As of December 31, 2024, the Company’s and the JV Partner's ownership of the JV was 12.5% and 87.5%, respectively.

The Company has agreed to offer the JV the opportunity to purchase up to 40% in dollar amount, but not less than 25% in dollar amount, of the entire amount of each secured loan and equipment financing advance originated by the Company during the period commencing on September 1, 2022 and ending on June 5, 2026. The JV is required to pay the Company a fee equal to 100 basis points of the total principal amount of each loan or equipment financing advance acquired by the JV from the Company, with 50% of the fee for each such particular loan or advance payable by the JV to the Company within two business days of the date of such acquisition or advance and the remaining 50% payable in equal monthly installments over 24 months following the date of such acquisition or advance. In addition, the JV shall pay the Company an administrative agent fee equal to 75 basis points of the daily average aggregate value of the JV's outstanding loans and equipment financings.

As of December 31, 2024, the Company contributed $18.4 million of capital to the JV, which consisted of a debt investment of $12.9 million and an equity investment of $5.5 million. As of December 31, 2023, the Company contributed $11.0 million of capital to the JV, which consisted of a debt investment of $7.7 million and an equity investment of $3.3 million. As of December 31, 2024 and December 31, 2023, the Company's unfunded commitment of capital to the JV was $3.0 million and $10.4 million, respectively.

As of December 31, 2024 and December 31, 2023, the JV's total investment portfolio on a fair value basis was $219.1 million and $151.6 million, respectively. During the year ended December 31, 2024 and December 31, 2023, the Company received $157.3 million and $146.2 million, respectively, in net proceeds from the sale of investments to the JV.

During the year ended December 31, 2024 and December 31, 2023, the Company earned approximately $3.2 million and $2.2 million, respectively, for originations and administrative agent fees from the JV, which are recognized as fee income on the Consolidated Statements of Operations. As of December 31, 2024 and December 31, 2023, the Company had approximately $1.1 million and $0.8 million, respectively, in unsettled receivables due from the JV that were included in other assets in the accompanying Consolidated Statements of Assets and Liabilities.

Trinity Capital Adviser LLC

As disclosed in “Note 1 – Organization and Basis of Presentation”, the Company formed the Adviser Sub on March 16, 2023 as a wholly owned subsidiary of the Company. The Company was granted exemptive relief by the SEC that permits the Company to organize, acquire, wholly own and operate the Adviser Sub as an investment adviser registered under the Advisers Act. The Adviser Sub may provide investment advisory and related services to the Adviser Funds with ownership by one or more External Parties and receives fee income for such services. The Adviser Sub commenced operations on June 28, 2024.

The Company has entered into a resource sharing agreement (“Sharing Agreement”) with the Adviser Sub, through which the Adviser Sub has access to the Company's human capital resources, facilities and systems. Under the terms of Sharing Agreement, the Company allocates the related expenses of such shared resources to the Adviser Sub pro rata based on total assets under management by the Adviser Sub and the Company. The Company's total expenses for the year ended December 31, 2024 are net of such expenses allocated to the Adviser Sub of $0.5 million. As of December 31, 2024, there was $1.8 million receivable from the Adviser Sub.

The Adviser Sub has entered into an investment management agreement with EPT 16 and may enter into additional investment management agreements with other Adviser Funds in the future, pursuant to which the Adviser Sub receives management fees and/or incentive fees based on the assets under management and the performance of the Adviser Funds, respectively. With respect to such fee income, the Adviser Sub expects to declare and pay dividend distributions to the Company. During the year ended December 31, 2024, no dividend distributions were declared and paid by the Adviser Sub to the Company.

EPT 16 LLC

As disclosed in “Note 1 – Organization and Basis of Presentation”, the Company and a specialty credit manager (the “Class A Member”) funded a portion of their respective capital commitments on June 28, 2024 to commence the operations of a credit fund, EPT 16. EPT 16 has acquired and intends to acquire, hold and, as applicable, dispose of investments that have been originated by the Company. The Company and the Class A Member had capital commitments to EPT 16 in the amount of $10.0 million and $50.0 million, respectively. As of December 31, 2024, the Company's and the Class A Member’s ownership percentages were 16.7% and 83.3%, respectively. EPT 16 has entered into an investment management agreement with the Adviser Sub, pursuant to which the Adviser Sub will earn certain base management and incentive fees in exchange for providing advisory services to EPT 16.

As of December 31, 2024, the Company had contributed $9.2 million of capital to EPT 16. As of December 31, 2024, the Company's unfunded commitment was $0.8 million. During the year ended December 31, 2024, the Company sold $74.7 million of investments to EPT 16. During the year ended December 31, 2024, the Company recorded a $0.7 million realized gain on the sale of investments. As of December 31, 2024, EPT 16’s total investment portfolio on a fair value basis was $66.9 million.

 

Note 13. Segment Reporting

The Company has determined that is has a single operating segment in accordance with Topic 280, Segment Reporting (“ASC 280”). The Company’s Chief Operating Decision Maker (“CODM”) is the Chief Executive Officer (“CEO”). While the Company derives income and capital appreciation by providing debt to growth-oriented companies across various industries, the Company and the CODM evaluate and monitor performance of the business on a consolidated basis. Further, each investment is evaluated and managed using similar processes and shared operations support functions such as deal origination, underwriting, loan servicing in addition to the administrative functions of human resources, legal, finance and information technology. The accounting policies of the segment align with those outlined in “Note 2 - Summary of Significant Accounting Policies” included in the notes of the consolidated financial statements.

The CODM uses consolidated net investment income and net increase/(decrease) in net assets resulting from operations when allocating resources and assessing the Company’s performance. Net investment income is comprised of consolidated total investment income (“segment revenues” and consolidated total net operating expenses (“significant segment expenses”). The net increase/(decrease) in net assets is comprised of consolidated net investment income and consolidated net realized gain/(loss) from investments and consolidated net change in unrealized appreciation/(depreciation) from investments. These performance metrics are considered the key segment measure of profit or loss received by the CODM. As the Company’s operations comprise of a single reporting segment, the segment assets are reflected on the accompanying Consolidated Statements of Assets and Liabilities as Total Assets, investments held on the Consolidated Statements of Investments, and the significant segment expenses are listed on the accompanying Consolidated Statements of Operations.

Note 14. Recent Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). This change is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses, allowing financial statement users to better understand the components of a segment's profit or loss and assess potential future cash flows for each reportable segment and the entity as a whole. The amendments expand a public entity's segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), clarifying when an entity may report one or more additional measures to assess segment performance, requiring enhanced interim disclosures and providing new disclosure requirements for entities with a single reportable segment, among other new disclosure requirements. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and early adoption is permitted. The Company adopted the guidance during the year ended December 31, 2024 and its adoption did not have a material impact on the Company’s financial statements. See “Note 13 - Segment Reporting” for more information.

In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU 2024-03—Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”) related to expense disclosures. The amendments in ASU 2024-03 require public entities to provide disaggregated disclosure of expenses included within relevant income statement expense captions, as well as additional disclosures about selling expenses. This update is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The Company is currently evaluating the impact of adopting this guidance with respect to the consolidated financial statements.

Note 15. Subsequent Events

The Company’s management evaluated subsequent events through the date of issuance of the consolidated financial statements included herein. There have been no subsequent events that occurred during such period that would require recognition or disclosure, except those disclosed below.

2025 Notes Maturity

On January 16, 2025, the 2025 Notes matured pursuant to their terms and were repaid in full. The 2025 Notes are no longer outstanding or listed on Nasdaq Global Select Market.

Debt ATM Program

On February 10, 2025, the Company entered into an open market sale agreement (the “Sales Agreement”) with B. Riley Securities, Inc. (the “Sales Agent”), as sales agent and/or principal thereunder. Under the Sales Agreement, the Company may, but has no obligation to, issue and sell, from time to time, up to $100,000,000 aggregate principal amount of the March 2029 Notes (the “ATM March 2029 Notes”) and/or September 2029 Notes (the “ATM September 2029 Notes” and together with the ATM March 2029 Notes, the “ATM Notes”), through the Sales Agent or to the Sale Agent, as principal for its own account.

The ATM Notes will be issued as additional notes under the Base Indenture, dated January 16, 2020, between the Company and U.S. Bank National Association, as trustee (together with its successor in interest, U.S. Bank Trust Company, National Association, the “Trustee”), as supplemented by the Fifth Supplemental Indenture, dated March 28, 2024, with respect to the March 2029 Notes, and the Sixth Supplemental Indenture, dated as of July 19, 2024, with respect to the September 2029 Notes. The ATM March 2029 Notes and the ATM September 2029 Notes are treated as a single series with, have the same terms and CUSIP number as, and are fungible and rank equally with, the March 2029 Notes and the September 2029 Notes, respectively.

The March 2029 Notes bear interest at a rate of 7.875% per year payable quarterly in arrears on March 30, June 30, September 30 and December 30 of each year, which commenced on June 30, 2024. The March 2029 Notes will mature on March 30, 2029 and may be redeemed in whole or in part at any time, or from time to time, at our option on or after March 30, 2026, 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 existing March 2029 Notes are currently listed Nasdaq and trade on Nasdaq under the trading symbol “TRINZ.” The ATM March 2029 Notes are expected to be listed on Nasdaq and to trade on Nasdaq under the existing trading symbol “TRINZ.”

The September 2029 Notes bear interest at a rate of 7.875% per year payable quarterly in arrears on March 30, June 30, September 30 and December 30 of each year, which commenced on September 30, 2024. The September 2029 Notes will mature on September 30, 2029 and may be redeemed in whole or in part at any time, or from time to time, at our option on or after September 30, 2026, 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 existing September 2029 Notes are currently listed on Nasdaq and trade on Nasdaq under the existing trading symbol “TRINI.” The ATM September 2029 Notes are expected to be listed on Nasdaq and to trade on Nasdaq under the existing trading symbol “TRINI.”

Convertible Notes Redemption

On February 20, 2025, the holders of the Convertible Notes exercised their right to convert all of the outstanding principal amount of the Convertible Notes, pursuant to the terms of conditions of the Convertible Notes. At its election, the Company paid $66.2 million in cash to satisfy in full its obligation to pay the principal amount of the Convertible Notes, such settlement amount being determined based on the then existing conversion rate of 81.6439 per $1,000 principal amount of the Convertible Notes. As a result, the Convertible Notes are no longer outstanding.


Equity ATM Program

For the period from January 1, 2025 to February 24, 2025, the Company issued and sold 1,141,695 shares of its common stock at a weighted-average price of $15.24 per share and raised $17.2 million of net proceeds after deducting commissions to the sales agents on shares sold under the ATM Program.

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, 2024.

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 SEC.

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, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

Fees and Expenses

The following table is intended to assist you in understanding the various costs and expenses that an investor in our common stock will bear directly or indirectly. However, we caution you that some of the percentages indicated in the table below are estimates and may vary. The footnotes to the fee table state which items are estimates. The following table should not be considered a representation of our future expenses; actual expenses may be greater or less than shown. Except where the context suggests otherwise, whenever this annual report on Form 10-K contains a reference to fees or expenses paid by “you,” “us” or “the Company” or that “we” will pay fees or expenses, stockholders will indirectly bear such fees or expenses as investors in Trinity Capital Inc.

 

Stockholder transaction expenses:

 

 

 

 

Sales load (as a percentage of offering price)

 

 

—

 

(1)

Offering expenses (as a percentage of offering price)

 

 

—

 

(2)

Distribution reinvestment plan expenses

 

$

15.00

 

(3)

Total stockholder transaction expenses (as a percentage of offering price)

 

 

—

 

 

 

 

 

 

Annual expenses (as a percentage of net assets attributable to common stock):

 

 

 

 

Operating expenses

 

 

7.28

%

(4)

Interest payments on borrowed funds

 

 

7.53

%

(5)

Acquired fund fees and expenses

 

 

0.22

%

(6)

Total annual expenses

 

 

15.03

%

(7)

 

(1)
In the event that the securities are sold to or through underwriters, a related prospectus will disclose the applicable sales load (underwriting discount or commission).
(2)
A related prospectus will disclose the estimated amount of offering expenses, the offering price and the estimated amount of offering expenses borne by the Company as a percentage of the offering price.
(3)
The expenses of our distribution reinvestment plan are included in “Operating expenses.” The plan administrator’s fees will be paid by us. There will be no brokerage charges or other charges to stockholders who participate in our distribution reinvestment plan except that, if a participant elects by written notice to the plan administrator prior to termination of the participant’s account to have the plan administrator sell part or all of the shares held by the plan administrator in the participant’s account and remit the proceeds to the participant, the plan administrator is authorized to deduct a $15.00 transaction fee plus a $0.12 per share brokerage commission from the proceeds.
(4)
Operating expenses represent the annual operating expenses of the Company and its consolidated subsidiaries for the year ended December 31, 2024. We do not have an investment adviser and are internally managed by our executive officers under the supervision of the Board. As a result, we do not pay investment advisory fees, but instead we pay the operating costs associated with employing investment management professionals including, without limitation, compensation expenses related to salaries, discretionary bonuses and grants of options and restricted stock, if any.
(5)
Interest payments on borrowed funds represents an estimate of our annualized interest expense incurred based on estimated borrowings outstanding under the KeyBank Credit Facility, the August 2026 Notes, the December 2026 Notes, the March 2029 Notes, the September 2029 Notes and the Series A Notes over the next twelve months. The assumed weighted average interest rate on our total debt outstanding was 7.8%. Assumes we had $315.5 million outstanding under the KeyBank Credit Agreement, $125.0 million in aggregate principal amount of the August 2026 Notes outstanding, $75.0 million in aggregate principal amount of the December 2026 Notes outstanding, $115.0 million in aggregate principal amount of the March 2029 Notes outstanding, $115.0 million in aggregate principal amount of the September 2029 Notes outstanding and $142.5 million in aggregate principal amount of the Series A Notes outstanding. We may borrow additional funds from time to time to make investments to the extent we determine that it is in our best interest in doing so. We may also issue additional debt securities or preferred stock, subject to our compliance with applicable requirements under the 1940 Act.
(6)
Acquired fund fees and expenses represent the estimated indirect expense incurred due to investments in other investment companies and private funds.
(7)
The holders of shares of our common stock indirectly bear the cost associated with our annual expenses.

The following example demonstrates the projected dollar amount of total cumulative expenses over various periods with respect to a hypothetical investment in our common stock. In calculating the following expense amounts, we have assumed we would have no additional leverage and that our annual operating expenses would remain at the levels set forth in the table above. The stockholder transaction expenses described above are included in the following example.
 

 

 

1 year

 

 

3 years

 

 

5 years

 

 

10 years

 

You would pay the following expenses on a $1,000
  investment, assuming a 5% annual return from
  realized capital gains

 

$

143

 

 

$

387

 

 

$

584

 

 

$

929

 

 

The foregoing table is to assist you in understanding the various costs and expenses that an investor in our common stock will bear directly or indirectly. While the example assumes, as required by the SEC, a 5% annual return, our performance will vary and may result in a return greater or less than 5%. In addition, while the example assumes reinvestment of all dividends and distributions at net asset value, if our Board authorizes and we declare a cash dividend, participants in our distribution reinvestment plan who have not otherwise elected to receive cash will receive a number of shares of our common stock, determined by dividing the total dollar amount of the dividend payable to a participant by the market price per share of our common stock at the close of trading on the valuation date for the dividend.

This example and the expenses in the table above should not be considered a representation of our future expenses, and actual expenses (including the cost of debt, if any, and other expenses) may be greater or less than those shown.

Rule 10b5-1 Trading Plans

During the quarter ended December 31, 2024, none of the Company's directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

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 2025 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.trinitycap.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.

The Company has also adopted an insider trading policy that applies to directors, officers and employees, a copy of which is included as an exhibit to this Annual Report on Form 10-K. The insider trading policy has been reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Company.

Item 11. Executive Compensation

The information required by Item 11 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2025 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 did not grant awards of stock options, stock appreciation rights or similar option-like instruments during the fiscal year ended December 31, 2024. Accordingly, we have nothing to report under Item 402(x) of Regulation S-K.

The information required by Item 12 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2025 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission within 120 days following the end of our fiscal year.

The information required by Item 13 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2025 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 2025 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission within 120 days following the end of our fiscal year.

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

93

 

 

Consolidated Statements of Assets and Liabilities as of December 31, 2024 and 2023

94

 

 

Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023 and 2022

95

 

 

Consolidated Statements of Changes in Net Assets for the Years ended December 31, 2024, 2023 and 2022

96

 

 

Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022

97

 

 

Consolidated Schedule of Investments as of December 31, 2024

99

 

 

Consolidated Schedule of Investments as of December 31, 2023

130

 

 

Notes to Consolidated Financial Statements

155

 

 

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 Current Report on Form 8-K filed on June 30, 2023).

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

 

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 January 16, 2020).

4.2

 

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 January 16, 2020).

4.3

 

Form of 7.00% Notes due 2025 (included as part of and incorporated by reference to Exhibit 4.2 hereto).

4.4

 

Third Supplemental Indenture, dated August 24, 2021, relating to the 4.375% Notes due 2026, by and between Trinity Capital Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed August 24, 2021).

4.5

 

Form of 4.375% Notes due 2026 (included as part of and incorporated by reference to Exhibit 4.4 hereto).

4.6

 

Fourth Supplemental Indenture, dated December 15, 2021, relating to the 4.25% Notes due 2026, by and between Trinity Capital Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed December 15, 2021).

4.7

 

Form of 4.25% Notes due 2026 (included as part of and incorporated by reference to Exhibit 4.6 hereto).

4.8

 

Fifth Supplemental Indenture, dated as of March 28, 2024, between the Company and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed March 28, 2024).

4.9

 

Form of 7.875% Note due 2029 (included as part of and incorporated by reference to Exhibit 4.8 hereto).

4.10

 

Sixth Supplemental Indenture, dated as of July 19, 2024, between the Company and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed July 19, 2024).

4.11

 

Form of 7.875% Note due 2029 (included as part of and incorporated by reference to Exhibit 4.10 hereto).

4.12*

 

Description of Registrant’s Securities.

10.1

 

Amended and Restated Distribution Reinvestment Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 29, 2021).

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 January 16, 2020).

10.3

 

Credit Agreement, dated as of October 27, 2021, relating to the KeyBank Credit Facility, by and among Trinity Capital Inc., as servicer, TrinCap Funding, LLC, as borrower, KeyBank National Association, as administrative agent and syndication agent, Wells Fargo, National Association, as collateral custodian and paying agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed November 1, 2021).

10.4

 

First Amendment to Credit Agreement, dated as of December 22, 2021, relating to the KeyBank Credit Facility, by and among Trinity Capital Inc., as servicer, TrinCap Funding, LLC, as borrower, KeyBank National Association, as administrative agent and syndication agent, Wells Fargo, National Association, as collateral custodian and paying agent, and the lenders party thereto (incorporated by reference to Exhibit (k)(9) to the Company’s Registration Statement on Form N-2 (File No. 333-261782) filed January 26, 2022).

10.5

 

Second Amendment to Credit Agreement, dated as of April 13, 2022, relating to the KeyBank Credit Facility, by and among Trinity Capital Inc., as servicer, TrinCap Funding, LLC, as borrower, KeyBank National Association, as administrative agent and syndication agent, Wells Fargo, National Association, as collateral custodian and paying agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 19, 2022).

10.6

 

Third Amendment to Credit Agreement, dated as of November 21, 2022, relating to the KeyBank Credit Facility, by and among Trinity Capital Inc., as servicer, TrinCap Funding, LLC, as borrower, KeyBank National Association, as administrative agent and syndication agent, Wells Fargo, National Association, as collateral custodian and paying agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed May 4, 2023).

10.7

 

Fourth Amendment to Credit Agreement, dated as of March 2, 2023, relating to the KeyBank Credit Facility, by and among Trinity Capital Inc., as servicer, TrinCap Funding, LLC, as borrower, KeyBank National Association, as administrative agent and syndication agent, Wells Fargo, National Association, as collateral custodian and paying agent, and the lenders party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed May 4, 2023).

10.8

 

Fifth Amendment to Credit Agreement, dated as of February 13, 2024, relating to the KeyBank Credit Facility, by and among Trinity Capital Inc., as servicer, TrinCap Funding, LLC, as borrower, KeyBank National Association, as administrative agent and syndication agent, Wells Fargo, National Association, as collateral custodian and paying agent, and the lenders party thereto (incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K filed March 6, 2024).

10.9

 

Sixth Amendment to Credit Agreement, dated as of August 2, 2024, relating to the KeyBank Credit Facility, by and among Trinity Capital Inc., as servicer, TrinCap Funding, LLC, as borrower, KeyBank National Association, as administrative agent and syndication agent, Wells Fargo, National Association, as collateral custodian and paying agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed August 5, 2024).

10.10

 

Joinder Agreement, dated September 19, 2024, by and between TrinCap Funding, LLC, as Borrower, Trinity Capital Inc., as Servicer, KeyBank National Association, as the Administrative Agent, and the Lenders party thereto (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed October 30, 2024).

10.11*

 

Joinder Agreement, dated December 10, 2024, by and between TrinCap Funding, LLC, as Borrower, Trinity Capital Inc., as Servicer, KeyBank National Association, as the Administrative Agent, and the Lenders party thereto.

10.12

 

Sale and Contribution Agreement, dated as of October 27, 2021, between the Company and TrinCap

 

 

Funding, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed November 1, 2021).

10.13#

 

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 January 16, 2020).

10.14#

 

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 January 16, 2020).

10.15#

 

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 January 16, 2020).

10.16#

 

2019 Trinity Capital Inc. Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 23, 2021).

10.17#

 

Form of Restricted Stock Agreement (2019 Trinity Capital Inc. Long Term Incentive Plan) (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-8 filed September 14, 2021).

10.18#

 

Trinity Capital Inc. 2019 Non-Employee Director Restricted Stock Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed June 23, 2021).

10.19#

 

Form of Restricted Stock Agreement (Trinity Capital Inc. 2019 Non-Employee Director Restricted Stock Plan) (incorporated by reference to Exhibit 4.6 to the Company’s Registration Statement on Form S-8 filed September 14, 2021).

10.20#

 

Amendment No. 1 to the 2019 Trinity Capital Inc. Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 14, 2024).

10.21#

 

Amendment No. 1 to the Trinity Capital Inc. 2019 Non-Employee Director Restricted Stock Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 14, 2024).

10.22

 

Form of Indemnification Agreement (Directors) (incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form 10 filed January 16, 2020).

10.23

 

Form of Indemnification Agreement (Officers) (incorporated by reference to Exhibit 10.13 to the Company’s Registration Statement on Form 10 filed January 16, 2020).

10.24

 

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 January 16, 2020).

10.25

 

Open Market Sale Agreement, dated December 1, 2023, by and between Trinity Capital Inc. and Jefferies LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 1, 2023).

10.26

 

Open Market Sale Agreement, dated December 1, 2023, by and between Trinity Capital Inc. and B. Riley Securities, Inc (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed December 1, 2023).

10.27

 

Open Market Sale Agreement, dated August 23, 2024, by and between Trinity Capital Inc. and Keefe, Bruyette & Woods, Inc. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed August 23, 2024).

10.28

 

Note Purchase Agreement by and between Trinity Capital Inc. and the purchasers party thereto, dated October 29, 2024 (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed October 30, 2024).

10.29

 

Open Market Sale Agreement, dated February 10, 2025, by and between Trinity Capital Inc. and B. Riley Securities, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 10, 2025).

19.1*

 

Insider Trading Policy.

21.1

 

List of Subsidiaries

 

 

Trinity Capital Holdings, LLC (Delaware)

 

 

Trinity Funding 1, LLC (Delaware)

 

 

TrinCap Funding, LLC (Delaware)

 

 

Trinity Capital Adviser, LLC (Delaware)

23.1*

 

Consent of Ernst & Young LLP.

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.

97.1

 

Trinity Capital Inc. Clawback Policy (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed March 6, 2024).

101.INS

 

Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document.

101.SCH

 

Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.

104

 

Cover page formatted as Inline XBRL and contained in Exhibit 101.

 

* Filed herewith

** Furnished herewith

# Management contract or compensatory plan or arrangement

 

Item 16. Form 10-K Summary

Not applicable.

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: February 26, 2025

By:

/s/ Kyle Brown

 

 

Kyle Brown

 

 

Chief Executive Officer, President and Chief

 

 

Investment Officer, and Director

 

 

(Principal Executive Officer)

 

 

Each person whose signature appears below constitutes and appoints Kyle Brown, Michael Testa, and Sarah Stanton, 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, 2024, 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, as amended, this report has been signed below by the following persons on behalf of the registrant in the capacities indicated on February 26, 2025.

 

/s/ Kyle Brown

 

/s/ Michael Testa

Kyle Brown

 

Michael Testa

Chief Executive Officer, President and Chief

 

Chief Financial Officer and Treasurer

Investment Officer, and Director

 

(Principal Financial and Accounting Officer)

(Principal Executive Officer)

 

 

 

 

 

/s/ Steven L. Brown

 

/s/ Michael E. Zacharia

Steven L. Brown

 

Michael E. Zacharia

Executive Chairman

 

Director

 

 

 

/s/ Irma Lockridge

 

/s/ Richard Hamada

Irma Lockridge

 

Richard Hamada

Director

 

Director

 

 

 

/s/ Ronald E. Estes

 

 

Ronald E. Estes

 

 

Director