Trinity Capital Inc. 8-K

What Happened

• Trinity Capital Inc. announced an offering and closing of $300,000,000 aggregate principal amount of 7.000% Notes due May 21, 2031. The underwriting agreement was entered May 19, 2026 (led by Keefe, Bruyette & Woods, Inc. and MUFG Securities Americas Inc.), and the transaction closed on May 21, 2026. U.S. Bank Trust Company, N.A. is the trustee under an eighth supplemental indenture to the Company’s 2020 indenture.

Key Details

• Offering size: $300,000,000 principal; net proceeds ≈ $294.54 million after underwriting discounts and estimated expenses.
• Interest & payments: 7.000% annual interest, paid semi‑annually on May 21 and November 21, beginning November 21, 2026.
• Maturity & redemption: Matures May 21, 2031. Callable by the company prior to April 21, 2031 at par plus a make‑whole premium; callable at par on/after April 21, 2031.
• Ranking & covenants: Notes are direct, general unsecured obligations — senior to any subordinated debt, pari passu with other unsecured unsubordinated debt, effectively junior to secured debt and structurally junior to subsidiary liabilities. Indenture includes covenants tied to Investment Company Act asset‑coverage requirements and a change‑of‑control repurchase right (holders can require repurchase at 100% of principal plus accrued interest).

Why It Matters

• The company raised nearly $295M of unsecured debt to repay outstanding secured borrowings under its KeyBank credit agreement, changing the company’s debt mix and potentially its secured vs. unsecured leverage profile.
• The 7.00% coupon is a material cost of capital consideration for investors — it increases fixed interest obligations through 2031 unless notes are redeemed earlier.
• The notes’ unsecured and structurally junior status means they rank behind secured lenders and many subsidiary obligations in a liquidation, which is important for bondholders and risk-aware investors.

(Offering was registered on Form N‑2 and closed May 21, 2026; see the filing for full legal terms.)