Trinity Capital Inc. Enters Material Definitive Agreement

TL;DR

Trinity Capital Inc. just signed a big new financial deal, filing an 8-K to let everyone know.

AI Summary

Trinity Capital Inc. announced on February 10, 2025, the entry into a material definitive agreement related to financial obligations. The company, incorporated in Maryland, filed a Form 8-K to report this event, which involves obligations under an off-balance sheet arrangement. Specific details regarding the nature and terms of these obligations are expected to be further elaborated in the filing's exhibits.

Why It Matters

This filing indicates a significant new financial commitment or arrangement for Trinity Capital Inc., which could impact its balance sheet and future financial flexibility.

Risk Assessment

Risk Level: medium — The filing reports a material definitive agreement and financial obligations, which inherently carry financial risks that need further examination.

Key Players & Entities

• Trinity Capital Inc. (company) — Registrant
• February 10, 2025 (date) — Date of earliest event reported
• Maryland (jurisdiction) — State of Incorporation
• 001-39958 (identifier) — SEC File Number

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share TRIN Nasdaq Global Select
• $100,000,000 — ssue and sell, from time to time, up to $100,000,000 aggregate principal amount of 7.875% No
• $690.0 million — ing, LLC, a borrowing capacity of up to $690.0 million. Borrowings under the Credit Agreement
• $290.0 million — As of September 30, 2024, approximately $290.0 million was outstanding under the Credit Agreem
• $115,000,000 — ursuant to which the Company issued (i) $115,000,000 aggregate principal amount of the March

Filing Documents

• ea0230438-01_8k.htm (8-K) — 49KB
• ea023043801_ex4-4.htm (EX-4.4) — 30KB
• ea023043801_ex4-5.htm (EX-4.5) — 29KB
• ea023043801_ex5-1.htm (EX-5.1) — 21KB
• ea023043801_ex10-1.htm (EX-10.1) — 207KB
• ex5-1_001.jpg (GRAPHIC) — 5KB
• 0001213900-25-011796.txt ( ) — 641KB
• trin-20250210.xsd (EX-101.SCH) — 4KB
• trin-20250210_def.xml (EX-101.DEF) — 26KB
• trin-20250210_lab.xml (EX-101.LAB) — 36KB
• trin-20250210_pre.xml (EX-101.PRE) — 25KB
• ea0230438-01_8k_htm.xml (XML) — 6KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On February 10, 2025, Trinity Capital Inc. (the "Company") entered into an open market sale 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 7.875% Notes due 2029 (the "March 2029 Notes") and/or 7.875% Notes due 2029 (the "September 2029 Notes" and, together with the March 2029 Notes, the "Notes"), through the Sales Agent or to the Sale Agent, as principal for its own account. The Company intends to use the net proceeds from this "at-the-market" offering to pay down a portion of the Company's existing indebtedness outstanding under a credit agreement with KeyBank National Association (the "Credit Agreement" as amended, restated and amended and restated from time-to-time) and to make investments in accordance with our investment objective and investment strategy and for general corporate purposes. The Credit Agreement has a maturity date of October 27, 2026 and grants the Company, through its wholly owned subsidiary TrinCap Funding, LLC, a borrowing capacity of up to $690.0 million. Borrowings under the Credit Agreement bear interest at a rate equal to Adjusted Term Secured Overnight Financing Rate ("SOFR") plus, currently, 2.85% to 3.25%, subject to the number of eligible loans in the collateral pool. As of September 30, 2024, approximately $290.0 million was outstanding under the Credit Agreement. The Company may re-borrow under the Credit Agreement to make investments in accordance with its investment objective and investment strategy and for general corporate purposes. The Notes will be issued as additional notes under the Base Indenture, dated January 16, 2020 (the "Base Indenture"), between the Company and U.S. Bank National Association, as trustee (together with its successor in interest, U.S. Ba

03 – Creation of a Direct Financial Obligation or an

Item 2.03 – Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant The information set forth under Item 1.01 of this Form 8-K is incorporated herein by reference. 2

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Indenture, dated as of 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). 4.2 Fifth Supplemental Indenture, dated as of March 28, 2024, 2024, between Trinity Capital Inc. 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 on March 28, 2024). 4.3 Sixth Supplemental Indenture, dated as of July 19, 2024, between Trinity Capital Inc. 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 on July 19, 2024). 4.4 Form of 7.875% Note due March 2029 (Debt ATM) 4.5 Form of 7.875% Note due September 2029 (Debt ATM) 5.1 Opinion of Dechert LLP. 10.1 Open Market Sale Agreement, dated February 10, 2025, by and between Trinity Capital Inc. and B. Riley Securities, Inc. 23.1 Consent of Dechert LLP (contained in Exhibit 5.1 hereto). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Trinity Capital Inc. February 10, 2025 By: /s/ Kyle Brown Name: Kyle Brown Title: Chief Executive Officer, President and Chief Investment Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR