TRIN 10-K & 10-Q changes, risk factors and insider trading

Our 4.375% Notes due August 2026 (the “August 2026 Notes”), our 4.25% Notes due December 2026 (the “December 2026 Notes”), our 7.875% Notes due March 2029 (the “March 2029 Notes”), our 7.875% Notes due September 2029 (the “September 2029 Notes”), andour 7.650% Notes due July 2030 (the “July 2030 Notes”), our 7.54% Series A Senior Notes, Tranche A, due October 29, 2027 (the “Series A 2027 Notes”), our 7.60% Series A Senior Notes, Tranche B, due October 29, 2028 (the “Series A 2028 Notes”), and our 7.66% Series A Senior Notes, Tranche C, due October 29, 2029 (the “Series A 2029 Notes” and together with the Series A 2027 Notes and Series A 2028 Notes, the “Series A 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, or equal in right of payment, with all outstanding and future unsecured unsubordinated indebtedness issued by us and our general liabilities.

Our ability to achieve our investment objectiveobjectives and grow depends on our ability to manage our business. This depends, in turn, on our ability to identify, invest in and monitor companies that meet our investment criteria. The achievement of our investment objective depends upon the execution of our investment process and our access to financing on acceptable terms. Our senior origination professionals and other investment personnel may be called upon to provide managerial assistance to our portfolio companies. These activities may distract them or slow our rate of investment. Any failure to manage our business and our future growth effectively could have a material adverse effect on our business, financial condition, results of operations and prospects. Our results of operations depend on many factors, including the availability of opportunities for investment, readily accessible short and long-term funding alternatives in the financial markets and economic conditions. Furthermore, if we cannot successfully operate our business or implement our investment policies and strategies, it could negatively impact our ability to pay distributionsdividends or other distributions and you may lose all or part of your investment.

In addition, we believe a significant part of our competitive advantage stems from the fact that the market for investments in small, fast-growing, private 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 market could force us to accept less attractive investment terms.terms and/or further reduce our opportunities to make investments.

We may need additional capital to fund new investments and grow our portfolio of investments through public and/or private offerings of both debt and equity. Unfavorable economic conditions could increase our funding costs or result in a decision by lenders not to amend any outstanding credit facility or extend credit to us. A reduction in the availability of new capital could limit our ability to grow. In addition, we generally are required to distribute each taxable year an amount at least equal to 90% of our “investment company taxable income” (i.e., our net ordinary income and net short-term capital gains in excess of net long-term capital losses, if any) to our stockholders each taxable year to continue to be taxed as a RIC. As a result, these earnings are not available to fund new investments.

We issued the August 2026 Notes, the December 2026 Notes, the March 2029 Notes, the September 2029 Notes, the July 2030 Notes (collectively, the “Notes”), and the Series A NotesNotes, and entered into the KeyBank Credit Facility through our wholly owned subsidiary, TCF, and the KeyBank Secured Term Loan Facility through our wholly owned subsidiary, TF3, and may issue other debt securities or preferred stock and/or borrow money from other banks or other financial institutions, which we refer to collectively 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 coverage ratio, 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 immediately after each issuance of senior securities. We have satisfied the requirements to increase our asset coverage ratio to 150%, including stockholder and Board approval. Under a 150% asset coverage ratio, we could potentially borrow $2 for investment purposes of every $1 of investor equity.

No person or entity from which we borrow money will havehas a veto power 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 structure, preferred stockholders would have separate voting rights on certain matters and might have other rights, preferences or privileges more favorable than those of our common stockholders, and the issuance of preferred stock could have the effect of delaying, deferring or preventing a transaction or a change of control that might involve 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.

As part of our business strategy, we issued the Notes, the Series A Notes and entered into the KeyBank Credit Facility through our wholly owned subsidiary, TCF, and the KeyBank Secured Term Loan Facility through our wholly owned subsidiary, TF3, and we may borrow from and issue senior debt securities to banks, insurance companies and other lenders or investors. Holders of these senior securities or other credit facilities will have claims on our assets that are superior to the claims of our stockholders. Leverage magnifies the potential for loss on investments in our indebtedness and on invested equity capital. As we use leverage to partially finance our investments, you will experience increased risks of investing in our securities. If the value of our assets increases, then leveraging would cause the net asset value attributable to our common stock to increase more sharply than it would have had we not leveraged. Conversely, if the value of our assets decreases, leveraging would cause net asset value to decline more sharply than it otherwise would have had we not leveraged our business. Similarly, any increase in our income in excess of interest payable on the borrowed funds would cause our net investment income to increase more than it would without the leverage, while any decrease in our income would cause net investment income to decline more sharply than it would have had we not borrowed. Such a decline could negatively affect our ability to pay common stock distributions, scheduled debt payments or other payments related to our securities. Our ability to service any borrowings that we incur will depend largely on our financial performance and will be subject to prevailing economic conditions and competitive pressures. Leverage is generally considered a speculative investment technique.

Currently, we have secured indebtedness outstanding under the KeyBank Credit Facility and the KeyBank Secured Term Loan Facility and unsecured indebtedness outstanding related to the Notes and the Series A Notes, and may incur additional indebtedness in the future. The use of debt could have significant consequences on our future operations, including:

Any of the above-listed factors could have an adverse effect on our business, financial condition and results of operations and our ability to meet our payment obligations under the KeyBank Credit Facility, the KeyBank Secured Term Loan Facility, the Notes, the Series A Notes and/or any other outstanding indebtedness we may incur in the future.

We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our financing arrangements or otherwise in an amount sufficient to enable us to pay our indebtedness, including under the KeyBank Credit Facility, the KeyBank Secured Term Loan Facility, the Notes, the Series A Notes and/or any other outstanding indebtedness we may incur in the future, or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness, including under the KeyBank Credit Facility, the KeyBank Secured Term Loan Facility, the Notes, the Series A Notes and/or any other outstanding indebtedness we may incur in the future, on or before the scheduled maturity. The conditions of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future. We cannot assure you that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all. If we cannot service our indebtedness, we may have to take actions such as selling assets or seeking additional equity. We cannot assure you that any such actions, if necessary, could be effected on commercially reasonable terms or at all, or on terms that would not be disadvantageous to our shareholders or on terms that would not require us to breach the terms and conditions of our existing or future debt agreements, including our payment obligations under the KeyBank Credit Facility, the NotesKeyBank Secured Term Loan Facility, the Notes, and/or the Series A Notes.

At our discretion, we have utilized and may continue to utilize the leverage available under the KeyBank Credit Facility and the KeyBank Secured Term Loan Facility for investment and operating purposes. Additionally, we may in the future enter into additional credit facilities. To the extent we borrow money to make investments, the applicable credit facility may be backed by all or a portion of our loans and securities on which the lender will have 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 collateral 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 any, 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 applicable lenders would be able to assume control of the timing of disposition of any or all of our assets securing such debt, which would have a material adverse effect on our business, financial condition, results of operations and cash flows.

Following a campaign by the U.S. Federal Reserve of raising interest rates to address significant and persistent inflation pricing, the U.S. Federal Reserve made three consecutive benchmark interest rate cuts during the third and fourth quarters of 2024. There can be no assurances that the U.S. Federal Reserve will further reduce benchmark interest rates and will not increase such rates again. Because we may borrow money to make investments, our net investment income will depend, in part, upon the difference between the rate at which we borrow funds and the rate at which we invest those funds. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. AIn reductionperiods inof thedeclining interest ratesrates, on new investments, including relative toour interest rates on current investments,income and investments with floating rates could have an adverse impact on our net investment income.income could be reduced as the interest income earned on our floating rate debt investments declines and any new fixed rate debt may be issued at lower coupon rates. Additionally, in periods of declining interest rates, the rate of prepayments may increase as borrowers are motivated to pay off debt and refinance at new lower rates. During such periods, reinvestment of the prepayment proceeds by us generally may be at lower rates of return than the return on the assets that were prepaid. However, an increase in interest rates could decrease the value of any investments we hold which earn fixed interest rates and also could increase our interest expense, thereby decreasing our net income. Also, an increase in interest rates available to investors could make an investment in our common stock less attractive if we are not able to increase our distribution rate, which could reduce the value of our common stock. Further, rising interest rates could also adversely affect our performance if such increases cause our borrowing costs to rise at a rate in excess of the rate that our investments yield. In periods of rising interest rates, to the extent we borrow money subject to a floating interest rate, our cost of funds would increase, which could reduce our net investment income. Further, rising interest rates could also adversely affect our performance if we hold investments with floating interest rates, subject to specified minimum interest rates (such as Secured Overnight Financing Rate (“SOFR”) floor), while at the same time engaging in borrowings subject to floating interest rates not subject to such minimums. In such a scenario, rising interest rates may increase our interest expense, even though our interest income from investments is not increasing in a corresponding manner as a result of such minimum interest rates.

On November 7, 2024, the Board authorized a 12-month share repurchase program.program (the “2024 Repurchase Program”). Under the program,2024 Repurchase Program, we maywere authorized to repurchase, during the 12-month period commencing on November 7, 2024, up to $30.0 million in the aggregate of our outstanding common stock in the open market at prices from time to time, provided that we complycomplied with applicable policies and laws, including certain price, market, volume, and timing constraints specified in Rule 10b-18 of the Exchange Act. The timing, manner, price and amount of any share repurchases will bewas determined by us, at our discretion, based upon the evaluation of economic and market conditions, our stock price, applicable legal, contractual and regulatory requirements and other factors. The program2024 doesRepurchase Program did not require us to repurchase any specific number of shares, and we cannotdid assurenot stockholders thatrepurchase any shares willof beour repurchasedcommon stock under the program. The program may be suspended, extended, modified or discontinued at any time.

There can be no assurance that we will not implement a new share repurchase program, that any future share repurchases will occur, or, if they occur, that they will enhance stockholder value. In addition, any future share repurchase program or other share repurchases could have a material adverse effect on our business for the following reasons:

We may make co-investments with other funds or clients advised by the Adviser Sub in accordance with applicable allocation policies, the 1940 Act and any exemptive relief granted by the SEC, if any. We have appliedbeen forgranted co-investment exemptive relief from the SEC that would require,requires, among other things, that we and the Adviser Sub consider whether each such investment opportunity is appropriate for us and the Adviser Sub’s advised funds or clients and, if it is appropriate, to propose an allocation of the investment opportunity between us and such other parties. Our relationship with the Adviser Sub may require us to commit resources to achieving the investment objectives of such other funds or clients advised by the Adviser Sub, while such resources were previously solely devoted to achieving our investment objective. Our investment objective and investment strategies may be very similar to those of such funds or clients advised by the Adviser Sub, and it is likely that an investment may be appropriate for both us and such funds or clients advised by the Adviser Sub. As a consequence, it may be more difficult for us to maintain or increase the size of our investment portfolio in the future. Although we will endeavor to allocate investment opportunities in a fair and equitable manner, including in accordance with the conditions set forth in any applicable exemptive order issued by the SEC, we may face conflicts in allocating investment opportunities between us and other funds or clients managed by the Adviser Sub. Because the Adviser Sub may receive performance-based fee compensation from other funds or clients it manages, this may provide the Company and the Adviser Sub an incentive to allocate opportunities to other funds or clients the Adviser Sub manages, instead of us. We and the Adviser Sub have implemented an allocation policy to ensurepromote the equitable distribution of investment opportunities and, as a result, may be unable to participate in certain investments based upon such allocation policy.

We expect to derive our revenues related to the Adviser Sub primarily from dividend income, which we expect the Adviser Sub to pay from net profits generated from advisory fees charged to the funds advised by the Adviser Sub. Such funds may be established with different fee structures, including management fees payable at varying rates and carried interest or performance fees that are payable at varying hurdle rates. Investment advisory, carried interest, and performance fee revenues can be adversely affected by several factors, including market factors, third-party investor preferences, and our Adviser Sub’s performance and track record. A reduction in revenues of our Adviser Sub, without a commensurate reduction in expenses, could adversely affect our Adviser Sub’s business as well as our revenues and results of operations derived from the Adviser Sub. The terms of fund investment management agreements and similar agreements generally give the manager of the fund and the fund itself the right to terminate thesuch investment management agreementagreements in certain circumstances. With respect to funds that are not exempt from registration under the 1940 Act, the fund’s investment management agreement must be approved annually by (a) such fund’s board of directors or by the vote of a majority of such fund’s stockholders and (b) the majority of the independent members of such fund’s board of directors and, in certain cases, by its stockholders, as required by law. TheSuch funds’ investment management agreements can also be terminated by the majority of such fund’s stockholders. Termination of any such investment management agreements or similar agreements would reduce the fees we earn from the relevant funds or other clients through the Adviser Sub, which could have a material adverse effect on our results of operationsoperations.

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

The use, maintenance and ownership of certain types of equipment that we finance or lease are regulated by federal, state and/or local authorities. Regulations may impose restrictions and financial burdens on our ownership and operation of equipment. Changes in government regulations, industry standards or deregulation may also affect the ownership, operation and resale value of equipment. For example, certain types of equipment are subject to extensive safety and operating regulations imposed by government and/or industry self- regulatory organizations which may make these types of equipment more costly to acquire, own, maintain under equipment financings and leases, and sell. These agencies or organizations may require changes or improvements to equipment, and we may have to spend our own capital to comply. These changes may also require the equipment to be removed from service for a period of time. The terms of equipment financings or leases may provide for payment reductions if the equipment must remain out of service for an extended period or is removed from service. We may then have reduced operating revenues from equipment financings or leases for these items of equipment. If we did not have the capital to make 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 investment and might lose future revenues, and we might also have adverse tax consequences.

Our investments in the medical devicedevices industry may be subject to certain risks, including the risk that new legislation could have a material effect on the business and operations of some of our portfolio companies by increasing their compliance and other costs of doing business, requiring significant systems enhancements, or rendering their products or services less profitable or obsolete. In particular, the Food and Drug Administration (“FDA”), has established regulations, guidelines and policies to govern the development and approval of pharmaceuticals and medical devices, as have foreign regulatory authorities. Any change in regulatory requirements due to the adoption by the FDA and/or foreign regulatory authorities of new legislation, regulations, or policies may require some of our portfolio companies to amend existing clinical trial protocols or add new clinical trials to comply with these changes. Such amendments to existing protocols and/or clinical trial applications or the need for new ones, may significantly impact the cost, timing and completion of the clinical trials. Also, may have adverse effects on certain healthcare sub-sectors due to changes in payer-mix, patient volumes, as well as other changes to the current law.

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 investment. Portfolio companies that do not have venture capital or private equity investors may be unable to raise any additional capital to satisfy their obligations or to raise sufficient additional capital to reach the next stage of development. Portfolio companies that do not have venture capital or private equity investors may be less financially sophisticated and may not have 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 private equity firms. Accordingly, financing these types of companies may entail a higher risk of loss than would financing companies that are sponsored by venture capital or private equity firms. Further, a lack of IPO or M&A opportunities for private companies could cause some venture capital, institutional, and other sponsor firms to change their strategies, leading some of them to reduce funding to their portfolio companies and making it more difficult for such companies to access capital, which could adversely impact their operations and result in unrealized depreciation and realized losses in our investments in such portfolio companies.

We hold a portion of our investments through certain joint ventures, including Senior Credit Corp and Direct Lending (the JV“Joint Ventures”), and may, from time to time, hold a portion of our investments through partnerships, joint ventures, securitization vehicles or other entities with third-party investors (collectively, “joint ventures”). Joint venture investments involve various risks, including the risk that we will not be able to implement investment decisions or exit strategies because of limitations on our control under applicable agreements with joint venture partners, the risk that a joint venture partner may become bankrupt or may at any time have economic or business interests or goals that are inconsistent with ours, the risk that a joint venture partner may be in a position to take action contrary to our objectives, the risk of liability based upon the actions of a joint venture partner and the risk of disputes or litigation with such partner and the inability to enforce fully all rights (or the incurrence of additional risk in connection with enforcement of rights) one partner may have against the other, including in connection with foreclosure on partner loans, because of risks arising under state law. In addition, we may, in certain cases, be liable for actions of our joint venture partners. The joint ventures in which we participate may sometimes be allocated investment opportunities that might have otherwise gone entirely to us,us or to our funds, which may reduce our return on equity.equity or management fees, respectively. Additionally, our joint venture investments may be held on an unconsolidated basis and at times may be highly leveraged. Such leverage would not count toward the investment limits imposed on us by the 1940 Act.

We have invested in theJoint JVVentures and other entities and may in the future invest alongside third parties through additional joint ventures, partnerships or other entities. Such investments may involve risks not present in investments where a third party is not involved, including the possibility that such third party may at any time have economic or business interests or goals which are inconsistent with ours, or may be in a position to take action contrary to our investment objectives. In addition, we may in certain circumstances be liable for actions of such third party.

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 investment. 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 market conditions under which our portfolio companies will seek additional capital. It is possible that one or more of our portfolio companies will not be able to raise additional financing or may be able to do so only at a price or on terms unfavorable to us, either of which would negatively impact our investment returns. Some of these companies may be unable to obtain sufficient financing from private investors, public capital markets or traditional lenders. This may have a significant impact if the companies are unable to obtain certain federal, state or foreign agency approval for their products or the marketing thereof, ofor if regulatory review processes extend longer than anticipated, and the companies need continued funding for their operations during these times. Accordingly, financing these types of companies may entail a higher risk of loss than would financing companies that are able to utilize traditional credit sources.

Investing in foreign companies may expose us to additional risks not typically associated with investing in U.S. companies. These risks include changes in exchange control regulations, political and social instability, expropriation, imposition of foreign taxes (potentially at confiscatory levels), currency fluctuations, less liquid markets, less available information than is generally the case in the U.S., higher transaction costs, less government supervision of exchanges, brokers and issuers, less developed bankruptcy laws, difficulty in enforcing contractual obligations, lack of uniform accounting and auditing standards and greater price volatility.

Although we expect that all or substantially all of our investments will be U.S. dollar denominated, any investments denominated in a foreign currency will be subject to the risk that the value of a particular currency will change in relation to one or more other currencies. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation and political developments. Even where our investments are U.S. dollar denominated, the revenues and cost of such non-U.S. companies may be more subject to currency fluctuations that could negatively impact the financial results of such companies and their ability to repay us or impair the value of their equity. As discussed below, we may employ hedging techniques to minimize these risks, but we cannot assure you that such strategies will be effective or without risk to us.

When we make 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 excess of current and accumulated earnings and profits will be treated as a non-taxable return of capital to the extent of ana investor’sstockholder’s adjusted tax basis in our stock and, assuming that ana investorstockholder holds our stock as a capital asset, thereafter as a capital gain. Any amount treated as a return of capital will reduce a stockholder’s adjusted tax basis our stock, thereby increasing the stockholder’s potential gain or reducing the stockholder’s potential loss on the subsequent sale or other disposition of our stock.

Our common stock began trading on the Nasdaq Global Select Market under the symbol “TRIN” on January 29, 2021. We cannot assure you that an active trading market can be sustained. In addition, the price of our common stock may be volatile and we cannot predict the prices at which our common stock will trade. During 2025, the closing price of our common stock ranged from a low of $13.53 to a high of $16.56. Shares of closed-end investment companies, including BDCs, frequently trade at a discount from their net asset value and our stock may also be discounted in the market. This characteristic of closed-end investment companies is separate and distinct from the risk that our net asset value per share of common stock may decline. We cannot predict whether our common stock will trade at, above or below net asset value. In addition, if our common stock trades below its net asset value, we will generally not be able to sell additional shares of our common stock to the public at its market price without first obtaining the approval of a majority of our stockholders (including a majority of our unaffiliated stockholders) and our independent directors for such issuance.

The Notes and the Series A Notes are not secured by any of our assets or any of the assets of our subsidiaries. As a result, the Notes and the Series A Notes are effectively subordinated, or junior, to any secured indebtedness or other obligations we or our subsidiaries have currently incurred, including under the KeyBank Credit Facility and the KeyBank Secured Term Loan Facility, and may incur in the future (or any indebtedness that is initially unsecured that we later secure) to the extent of the value 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 Notes and the Series A Notes. Secured indebtedness, including the indebtedness under the KeyBank Credit Facility and the KeyBank Secured Term Loan Facility, is effectively senior to the Notes and the Series A Notes to the extent of the value of the assets securing such indebtedness.

The Notes and the Series A Notes are obligations exclusively of Trinity Capital Inc. and not of any of our existing subsidiaries. None of our existing subsidiaries are a guarantor of the Notes and the Series A Notes, and the Notes are not required to be guaranteed by any subsidiaries we may acquire or create in the future. Although the Series A Notes are not currently guaranteed by any of our subsidiaries, the Series A Notes may be guaranteed by certain subsidiaries that we acquire or create in the future, pursuant to the term of the Note Purchase Agreement, dated October 1, 2024 (the “Note Purchase Agreement”). Any assets of any of our existing subsidiaries will not be directly available to satisfy the claims of our creditors, including the holders of the Notes and the Series A Notes. 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 any, of our subsidiaries will have priority over our equity interests in such subsidiaries and therefore the claims of our creditors, including holders of the Notes and the Series A 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 effectively 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. Consequently, the Notes and the Series A Notes are structurally subordinated, or junior, to the KeyBank Credit FacilityFacility, the KeyBank Secured Term Loan Facility, and all existing and future indebtedness and other obligations (including trade payables) 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 establish.

pay dividends on, or purchase or redeem or make any payments in respect of, capital stock or other securities ranking junior in right of payment to the Notes, including subordinated indebtedness, except that we have agreed that, for the period of time during which each of such notes are outstanding, we will not violate Section 18(a)(1)(B) as modified by such provisions of Section 61(a) of the 1940 Act as may be applicable to us from time to time or any successor provisions. These provisions generally prohibit us from declaring any cash dividend or distribution upon any class of our capital stock, or purchasing any such capital stock if our asset coverage were below 150% at the time of the declaration of the dividend or distribution or the purchase and after deducting the amount of such dividend, distribution, or purchase. Under this covenant, we will be permitted to declare a cash dividend or distribution notwithstanding the prohibition contained in Section 18(a)(1)(B) as modified by such provisions of Section 61(a) of the 1940 Act as may be applicable to us from time to time or any successor provisions, but only up to such amount as is necessary for us to maintain our status as a RIC under Subchapter M of the Code. Furthermore, this covenant will permit us to continue paying dividends or distributions and the restrictions will not apply unless and until such time as our asset coverage (as defined in the 1940 Act, except to the extent modified by this covenant) has not been in compliance with the minimum asset coverage required by Section 18(a)(1)(B) as modified by such provisions of Section 61(a) of the 1940 Act as may be applicable to us from time to time or any successor provisions for more than six consecutive months. For the purposes of determining “asset coverage” as used above, any and all indebtedness of the Company, including any outstanding borrowings under the KeyBank Credit FacilityFacility, the KeyBank Secured Term Loan Facility, and any successor or additional credit facility,facilities, will be deemed a senior security of us;

In addition, under the indenture governing the March 2029 Notes and September 2029 Notes, we are not required to offer to purchase the March 2029 Notes or September 2029 Notes in connection with a change of control or any other event. See “We may not be able to repurchase either of the August 2026 Notes, the December 2026 Notes, the July 2030 Notes or the DecemberSeries 2026A Notes upon a Change of Control Repurchase Event.”

This discussion containedcontains 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 “Item 1A. Risk Factors.” Please also see the section entitled “Cautionary Note Regarding Forward-Looking Statements.”

Our loans generally may have initial interest-only periods of up to 2436 months, and our equipment financings generally begin amortizing immediately. Our loans and equipment financings generally have 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-oriented 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 reducereduces 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.

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.

On December 5, 2022, we entered into a joint venture agreement with certain funds and accounts managed by a specialty credit manager to co-manage Senior Credit Corp 2022 LLC, a Delaware limited liability company (the“Senior “JVCredit Corp”). TheSenior JVCredit Corp invests in secured loans and equipment financings to growth-oriented companies that have been originated by us.

On June 28, 2024, we and a specialty credit manager funded a portion of their respective capital commitments to commence operations of a credit fund, EPT 16 LLC, a Delaware limited liability companycompany. On August 28, 2025, EPT 16 LLC converted into a Delaware statutory trust named Eagle Point Trinity Senior Secured Lending Company (“EPT 16”). and elected to be regulated as a BDC under the 1940 Act. EPT 16 has acquired and intends to acquire, hold and, as applicable, dispose of investments that have been originated by us.

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 identifies portfolio investments with respect to which an independent valuation firm assists 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.

Given the nature of lending to predominantly venture capital-backed and growth-oriented 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.

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. In addition, fee income may include fees for originations and administrative agent services rendered by the Company to theSenior JV.Credit Corp. Such fees are earned in the period that the services are rendered.

Multi-Sector Holdings consist of the Company's investments in Senior Credit Corp 2022 LLC, Trinity Capital Adviser LLC and EPT 16 LLC. These entitiesgenerally invest or manage investments in secured loans and equipment financings to growth-oriented companies that have been originated by the Company. The portfolio companies held by the Multi-Sector Holdings represent a diverse set of geographical classifications, which are similar to those in which the Company invests directly. See “Note 12 – Related Party Transactions” in the notes to the consolidated financial statements included in this Annual Report on Form 10-K for further discussion.

Industry classifications have been updated to a preferred presentation. 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, 20242025 and December 31, 20232024:

Multi-Sector Holdings consist of the Company's investments in Senior Credit Corp 2022 LLC, Trinity Capital Adviser LLC and EPT 16 LLC. These entities invest or manage investments in secured loans and equipment financings to growth-oriented companies that have been originated by the Company. The portfolio companies held by the Multi-Sector Holdings represent a diverse set of industry classifications, which are similar to those in which the Company invests directly. See “Note 12 – Related Party Transactions” in the notes to the consolidated financial statements included in this Annual Report on Form 10-K for further discussion.

As of both December 31, 20242025 and December 31, 2023,2024, the debt, including loans and equipment financings, in our portfolio had a weighted average time to maturity of approximately 3.23.5 years and 3.2 years, respectively. Additional information regarding our portfolio is set forth in the Consolidated Schedule of Investments and the related notes thereto included with this Annual Report on Form 10-K.

As of December 31, 20242025 and December 31, 2023,2024, the Company’s ten largest portfolio companies collectively represented approximately 26.7%26.4% and 31.6%,26.7%, respectively, of the total fair value of the Company’s investments in portfolio companies. As of December 31, 20242025 and December 31, 2023,2024, the Company had seveneight and fourseven portfolio companies, respectively, that each represented 5% or more of the Company’s net assets.

AtAs of both December 202431, 2025 and December 31, 2023,2024, our debt investments had a weighted average risk rating score of 2.9 and 2.7, respectively.2.9.

A discussion of our portfolio composition and investment activity for the fiscal year ended December 31, 20222023 is available in our Annual Report on Form 10-K for the year ended December 31, 2023,2024, which was filed with the SEC on MarchFebruary 6,26, 20242025 and amended on May 5, 2025, and is available on the SEC’s EDGAR database.

Our interest expense and other debt financing costs are primarily comprised of interest and fees related to our secured borrowings, the 7.00% Notes due 2025 (the “2025 Notes”), the 4.375% Notes due 2026 (the “August 2026 Notes”), the 4.25% Notes due 2026 (the “December 2026 Notes”), the 7.875% Notes due March 2029 (the “March 2029 Notes”), the 7.875% Notes due September 2029 (the “September 2029 Notes”), the 7.54% Notes due 2027 (the “Series A 2027 Notes”), the 7.60% Notes due 2028 (the “Series A 2028 Notes”), the 7.66% Notes due 2029 (the “Series A 2029 Notes” and together with the Series A 2027 Notes and Series A 2028 Notes, the “Series A Notes”), and the 6.00% Convertible6.750% Notes due 20252030 (the “ConvertibleJuly 2030 Notes”). Interest expense and other debt financing costs on our borrowings totaled approximately $61.9$80.6 million and $44.3$61.9 million for the years ended December 31, 20242025 and 2023,2024, respectively. Our weighted average effective interest rate, comprised of interest and amortization of fees and discount, was approximately 7.6%7.4% and 7.2%7.6% for years ended December 31, 20242025 and 2023.2024. The increase in interest expense for the year ended December 31, 20242025 was primarily due to the issuance of the March 2029 Notes, September 2029 Notes, Series A Notes and to increased borrowings base rate under our credit facility with KeyBank, National Association (the “KeyBank Credit Facility”). and the addition of the July 2030 Notes and the KeyBank Secured Term Loan Facility.

Employee compensation and benefits totaled approximately $43.5$51.4 million and $33.1$43.5 million for the years ended December 31, 20242025 and 2023,2024, respectively. The increase in employee compensation expenses for the year ended December 31, 20242025 relates primarily to the increased variable compensation related to a higher headcount and stock-based compensation. As of December 31, 20242025 and 2023,2024, the Company had 88106 and 6888 employees, respectively.

Professional fees expenses, consisting of legal fees, accounting fees, third-party valuation fees, and talent acquisition fees totaled approximately $5.3$7.6 million and $5.4$5.3 million for the years ended December 31, 20242025 and 2023,2024, respectively. The decreaseincrease in professional fees expenses for the year ended December 31, 2024,2025, resulted primarily from decreasedan increase in legal fees, third-party valuation fees and other consulting fees.

General and administrative expenses include insurance premiums, rent, state taxes and various other expenses related to our ongoing operations. Our general and administrative expenses totaled approximately $8.9$10.4 million and $6.6$8.9 million for the years ended December 31, 20242025 and 2023,2024, respectively. The increase in general and administrative expenses for the year ended December 31, 20242025 was primarily due to additional office rent and related expenses.

The resource sharing agreement (the “Sharing Agreement”) with the Adviser Sub provides the Adviser Sub with access to the Company'sCompany’s human capital resources, facilities and systems. Under the terms of the Sharing Agreement, we allocate the related expenses of such shared resources to the Adviser Sub based on total assets under management by the Adviser Sub and us. The Company'sCompany’s total expenses are net of such expenses allocated to the Adviser Sub of $2.9 million and $0.5 million during the years ended December 31, 2025 and 2024, respectively. The increase in allocated expenses for the year ended December 31, 2024. As of December 31, 2024, there2025 was $1.8 million receivableprimarily due fromto additional assets managed by the Adviser Sub.

Net investment income totaled approximately $115.8 million and $89.9 million for the years ended December 31, 2024 and 2023, respectively. The increase in net investment income forFor the year ended December 31, 20242025, resultedwe fromrecognized anapproximately increase$293.7 million in total investment income as compared to approximately $149.6 million in total expenses, including excise tax expense.expense, resulting in net investment income of $144.1 million. For the year ended December 31, 2024, we recognized approximately $237.7 million in total investment income as compared to approximately $121.8 million in total expensesexpenses, including excise tax expense.expense, For the year ended December 31, 2023 we recognized approximately $181.9 millionresulting in totalnet investment income asof compared$115.8 to approximately $92.0 million in total expenses including excise tax expense.million.

During the year ended December 31, 2025, our gross realized gains primarily consisted of the repayment of two equipment financing positions. Our gross realized losses primarily consisted of the sale of one equipment financing position, the conversion of three debt positions, the extinguishment of two debt positions and one receivable associated with a loan position. During the year ended December 31, 2024, our gross realized gains primarily consisted of the repayment of three equipment financing positions and the sale of three equity positions. Our gross realized losses primarily consisted of the sale of one equity position, the sale of one debt position, the repayment of one debt position and the conversion of debt positions in four portfolio companies. During the year ended December 31, 2023, our gross realized gains primarily consisted of the sale of our debt or warrant positions in five portfolio companies, and our gross realized losses primarily consisted of the sale of our debt or equity positions in three portfolio companies.

For the year ended December 31, 2024,2025, both the basic and diluted net increase in net assets per common share was $2.19 and $2.10, respectively.$1.96. For the year ended December 31, 2023,2024, basic and diluted net decrease in net assets per common share was $1.98$2.19 and $1.89,$2.10, respectively.

A discussion of our results of operations for the fiscal year ended December 31, 20222023 is available in our Annual Report on Form 10-K for the year ended December 31, 2023,2024, which was filed with the SEC on MarchFebruary 6,26, 20242025 and amended on May 5, 2025, and is available on the SEC’s EDGAR database.

Our liquidity and capital resources are generated primarily from the net proceeds of offerings of our securities, including our “at-the-market” offering, the 2025 Notes offering, the Convertible Notes offering, the August 2026 Notes offering, the December 2026 Notes offering, the March 2029 Notes offering, the September 2029 Notes offering andoffering, the Series A Notes offering, the July 2030 Notes offering and borrowings under the KeyBank Credit Facility and the KeyBank Secured Term Loan Facility, each of which were outstanding as of December 31, 2024,2025, as well as cash flows from our operations, including investment sales and repayments and 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 KeyBank Credit Facility and the KeyBank Secured Term Loan Facility or any future credit facility, as well as proceeds from the turnover of our portfolio to finance our investment objectives and activities.

From time to time, we may enter into additional credit facilities, increase the size of our existing KeyBank Credit Facility or KeyBank Secured Term Loan 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.

As of December 202431, 2025 and December 31, 2023,2024, we had cash and cash equivalents of $9.6$19.1 million and $4.8$9.6 million, respectively, of which $3.8$0.1 million and $3.1$3.8 million, respectively, was 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 202431, 2025 and December 31, 2023,2024, we had approximately $487.0$316.1 million and $137.0$487.0 million, respectively, of available borrowings under the KeyBank Credit Facility, subject to its terms and regulatory requirements. Cash and cash equivalents, taken together with available borrowings under the KeyBank Credit Facility, as of December 2024,31, 2025 are expected to be sufficient for our investing activities and to conduct our operations in the near term and long term.

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, we are permitted to potentially borrow $2 for investment purposes of every $1 of investor equity. As of December 31, 2025, our asset coverage ratio was approximately 183.8% and our asset coverage ratio per unit was approximately $1,838. As of December 31, 2024, our asset coverage ratio was approximately 192.7% and our asset coverage ratio per unit was approximately $1,927. As of December 31, 2023, our asset coverage ratio was approximately 194.7% and our asset coverage ratio per unit was approximately $1,947.

The Company has entered into a capital commitment with the JV and EPT 16 in the amount of $21.4 million and $10.0 million, respectively. As of December 31, 2024,2025, unfunded commitments were $3.0 million and $0.8$85.1 million for theSenior JVCredit Corp and EPTDirect 16,Lending, respectively. As of December 31, 2024,2025, there were no unfunded commitments for EPT. As of December 31, 2025, the Company also had unfunded commitments of approximately $31.2$82.3 million to twoten portfolio companies. As of December 31, 2023 unfunded commitments was $10.4 million for the JV and there were no unfunded commitments for EPT 16. The Company did not have any other off-balance sheet financings or liabilitiescommitments as of December 31, 2024 and December 31, 2023.2025.

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 distributions declared and/or paidrecorded by the Company since inception:

A discussion of our financial condition, liquidity and capital resource for the fiscal year ended December 31, 20222023 is available in our Annual Report on Form 10-K for the year ended December 31, 2023,2024, which was filed with the SEC on MarchFebruary 6,26, 20242025 and amended on May 5, 2025, and is available on the SEC’s EDGAR database.

During the threesix months ended MarchJune 31,30, 2026, there have been no material changes to the risk factors discussed in our SEC filings referenced above.

On January 16, 2020, through a series of transactions, we acquired Trinity Capital Investment, LLC, Trinity Capital Fund II, L.P., Trinity Capital Fund III, L.P., Trinity Capital Fund IV, L.P., and Trinity Sidecar Income Fund, L.P. (collectively, the “Legacy Funds”) and all of their respective assets, including their respective investment portfolios (the “Legacy Portfolio”),portfolios, as well as Trinity Capital Holdings, LLC, 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 (the “Private Offerings”).

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 (“Nasdaq”) on January 29, 2021 under the symbol “TRIN.” See “Recent Developments” for additional information.

On March 13, 2026, Trinity Capital SBIC LP (the “SBIC Fund”), a Delaware limited partnership, held its initial closing. The SBIC Fund is organized to operate as a small business investment company (“SBIC”) licensed by the U.S. Small Business Administration (“SBA”).Administration. Trinity SBIC GP, LLC, a Delaware limited liability company and wholly owned subsidiary of the Adviser Sub, serves as the general partner of the SBIC Fund. The Adviser Sub provides investment advisory and management services to the SBIC Fund pursuant to an investment advisory agreement and receives fee income for such services. As of March 31, 2026, the Company committed $5.0 million as a limited partner and total commitments to the SBIC Fund equaled $45.3 million.

The Company records dividend income on an accrual basis to the extent amounts are expected to be collected. Dividend income is recorded when dividends are declared by the portfolio company or at such other time that an obligation exists for the portfolio company to make a distribution. During the three months ended MarchJune 31,30, 2026, the Company recorded $4.6$1.3 million in dividend income, consisting of $3.7$0.6 million from controlled investments and $0.9$0.7 million from affiliate investments. During the six months ended June 30, 2026, the Company recorded $5.9 million in dividend income, consisting of $4.3 million from controlled investments and $1.6 million from affiliate investments. During the three and six months ended MarchJune 31,30, 2025, the Company recorded $0.8$0.5 million and $1.3 million in dividend income, respectively, all of which was from affiliate investments.

As of MarchJune 31,30, 2026, our investment portfolio had an aggregate fair value of approximately $2,483.6$2,732.3 million and was comprised of approximately $1,900.2$2,046.9 million in secured loans, $329.3$390.4 million in equipment financings, and $254.1$295.0 million in equity and warrants, across 180190 portfolio companies. As of December 31, 2025, our investment portfolio had an aggregate fair value of approximately $2,418.1 million and was comprised of approximately $1,863.2 million in secured loans, $336.8 million in equipment financings, and $218.1 million in equity and warrants, across 176 portfolio companies.

A summary of the composition of our investment portfolio at cost and fair value as a percentage of total investments are shown in the following table as of MarchJune 31,30, 2026 and December 31, 2025:

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 MarchJune 31,30, 2026 and December 31, 2025. The geographic composition is determined by the location of the corporate headquarters of the portfolio company.

Industry classifications have been updated to a preferred presentation. 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 MarchJune 31,30, 2026 and December 31, 2025:

As of bothJune March 31,30, 2026 and December 31, 2025, the debt, including loans and equipment financings, in our portfolio had a weighted average time to maturity of approximately 3.6 years and 3.5 years.years, respectively. Additional information regarding our portfolio is set forth in the Consolidated Schedule of Investments and the related notes thereto included with this Quarterly Report on Form 10-Q.

As of MarchJune 31,30, 2026 and December 31, 2025, the Company’s ten largest portfolio companies collectively represented approximately 24.7%25.0% and 26.4%, respectively, of the total fair value of the Company’s investments in portfolio companies. As of MarchJune 31,30, 2026 and December 31, 2025, the Company had sixfive and eight portfolio companies, respectively, that each represented 5% or more of the Company’s net assets.

During the threesix months ended MarchJune 31,30, 2026, we invested approximately $175.8$477.2 million in 1021 new portfolio companies, approximately $129.5$425.5 million in 2028 existing portfolio companies and approximately $1.0$22.4 million in the Multi-Sector Holdings, excluding deferred fees. During the threesix months ended MarchJune 31,30, 2026, we received an aggregate of $238.3$616.6 million in proceeds from repayments and sales of our investments, including proceeds of approximately $108.8$329.0 million from early repayments and refinancings on our debt investments, $69.2$127.4 million from scheduled/amortizing debt payments, $51.4$144.4 million from investments sold primarily to Multi-Sector Holdings and $8.9$15.8 million from warrant and equity exits.

The following table provides a summary of the changes in the investment portfolio for the threesix months ended MarchJune 31,30, 2026 and the year ended December 31, 2025 (in thousands):

The following table shows the distribution of our secured loan and equipment financing investments on the 1 to 5 investment risk rating scale range at fair value as of MarchJune 31,30, 2026 and December 31, 2025 (dollars in thousands):

As of MarchJune 31,30, 2026 and December 31, 2025, our debt investments had a weighted average risk rating score of 3.0 and 2.9, respectively.

As of MarchJune 31,30, 2026, loans to four portfolio companies and equipment financings to one portfolio company were on non-accrual status with a total cost of approximately $41.2$41.0 million, and a total fair value of approximately $24.4$18.7 million, or 1.1%,0.8%, of the fair value of the Company’s debt investment portfolio. As of December 31, 2025, loans to three portfolio companies and equipment financings to one portfolio company were on non-accrual status with a total cost of approximately $20.7 million, and a total fair value of approximately $15.2 million, or 0.7%, of the fair value of the Company’s debt investment portfolio.

The following discussion and analysis of our results of operations encompasses our consolidated results for the three and six months ended MarchJune 31,30, 2026 and 2025.

For the three and six months ended MarchJune 31,30, 2026, total investment income was approximately $90.1$87.2 million and $177.3 million, respectively, which represents an approximate effective yield of 15.8%15.0% and 15.4%, respectively, on the average investments during the year.period. For the three and six months ended MarchJune 31,30, 2025, total investment income was approximately $65.4$69.5 million and $134.9 million, respectively, which represents an approximate effective yield of 15.3%15.7% and 15.5%, respectively, on the average investments during the year.period. The increase in investment income for the three and six months ended MarchJune 31,30, 2026 is due to higher interest income and amortization of OID and EOT based on an increased principal value of income producing debt investments and increase in dividend income.

Our operating expenses are comprised of interest and fees on our borrowings, employee compensation, professional fees, general and administrative expenses, and excise taxes. Our operating expenses totaled approximately $45.6$41.2 million and $86.8 million, respectively, for the three and six months ended MarchJune 31,30, 2026 and approximately $33.0$34.7 million and $67.7 million, respectively, for the three and six months ended MarchJune 31,30, 2025. The increase in our operating expenses for the three and six months ended MarchJune 31,30, 2026 is discussed with respect to each component of such expenses below.

Our interest expense and other debt financing costs are primarily comprised of interest and fees related to our secured borrowings, the 4.375% Notes due 2026 (the “August 2026 Notes”), the 4.25% Notes due 2026 (the “December 2026 Notes”), the 7.875% Notes due March 2029 (the “March 2029 Notes”), the 7.875% Notes due September 2029 (the “September 2029 Notes”), the 7.54% Notes due 2027 (the “Series A 2027 Notes”), the 7.60% Notes due 2028 (the “Series A 2028 Notes”), the 7.66% Notes due 2029 (the “Series A 2029 Notes” and together with the Series A 2027 Notes and Series A 2028 Notes, the “Series A Notes”) and, the 6.750% Notes due 2030 (the “July 2030 Notes”) and the 7.00% Notes due 2031 (the “May 2031 Notes”). Interest expense and other debt financing costs on our borrowings totaled approximately $24.1$24.8 million and $48.9 million for the three and six months ended MarchJune 31,30, 2026 and $17.7$18.0 million and $35.7 million for the three months ended March 31, 2025. Our weighted average effective interest rate, comprised of interest and amortization of fees and discount, was approximately 7.1% for the threesix months ended MarchJune 31, 2026, and 7.6% for the three months ended March 31,30, 2025. The increase in interest expense for the three months ended March 31, 2026 was primarily due to the increased borrowings under our credit facility with KeyBank, National Association (the “KeyBank Credit Facility”) and the addition of the KeyBank Secured Term Loan Facility and July 2030 Notes.

Employee compensation and benefits totaled approximately $17.3$12.4 million and $29.7 million for the three and six months ended MarchJune 31,30, 2026 and $10.6$12.5 and $23.1 million for the three and six months ended MarchJune 31,30, 2025.2025, respectively. The increase in employee compensation expenses for the three and six months ended MarchJune 31,30, 2026 relates primarily to the increased variable compensation related to a higher headcount and stock-based compensation. As of MarchJune 31,30, 2026 and MarchJune 31,30, 2025, the Company had 109113 and 9495 employees, respectively.

Professional fees expenses, consisting of legal fees, accounting fees, third-party valuation fees, and talent acquisition fees, totaled approximately $1.2 million for the three months ended March 31, 2026 and $2.0$2.5 million for the three and six months ended MarchJune 31,30, 2025.2026 and $1.8 million and $3.8 million for the three and six months ended June 30, 2025, respectively. The decrease in professional fees expenses for the three and six months ended MarchJune 31,30, 2026 resulted primarily from a decrease in legal fees.

General and administrative expenses include insurance premiums, rent, state taxes and various other expenses related to our ongoing operations. Our general and administrative expenses totaled approximately $3.1$3.0 million and $6.1 million for the three and six months ended MarchJune 31,30, 2026 and $2.5$2.2 million and $4.7 million for the three and six months ended MarchJune 31,30, 2025.2025, respectively. The increase in general and administrative expenses for the three and six months ended MarchJune 31,30, 2026 was primarily due to additional office rent and related expenses.

The resource sharing agreement (the “Sharing Agreement”) with the Adviser Sub provides the Adviser Sub with access to the Company’s human capital resources, facilities and systems. Under the terms of the Sharing Agreement, we allocate the related expenses of such shared resources to the Adviser Sub based on total assets under management by the Adviser Sub and us. The Company’s total expenses are net of $1.1$0.9 million and $2.0 million of expenses allocated to the Adviser Sub for the three and six months ended MarchJune 31,30, 2026.2026, respectively. The Company’s total expenses are net of $0.4$0.5 million and $0.9 million of expenses allocated to the Adviser Sub for the three and six months ended MarchJune 31,30, 2025.2025, respectively. The increase in allocated expenses for the three and six months ended MarchJune 31,30, 2026 was primarily due to additional assets managed by the Adviser Sub.

Our excise taxes totaled approximately $1.0$0.6 million and $1.7 million for the three and six months ended MarchJune 31,30, 2026 and $0.6 million and $1.2 million for the three and six months ended MarchJune 31,30, 2025.

For the three months ended MarchJune 31,30, 2026 and 2025, we recognized approximately $90.1$87.2 million and $65.4$69.5 million, respectively, in total investment income as compared to approximately $45.6$41.2 million and $33.0$34.7 million, respectively, in total expenses, including excise tax expense, resulting in net investment income of $44.5$46.0 million and $32.4$34.8 million, respectively.

During the threesix months ended MarchJune 31,30, 2026, our gross realized gains primarily consisted of the repayment of one equity position. Our gross realized losses primarily consisted of the conversion of two debt positions. During the threesix months ended MarchJune 31,30, 2025, our gross realized gains primarily consisted of the repayment of one equipment financing position and the repayment of one warrant position. Our gross realized losses primarily consisted of the sale of one equipment financing position, the extinguishment of one debt position and one receivable associated with a loan position.

The net realized gains (losses) from the sales, repayments, or exits of investments for the three and six months ended MarchJune 31,30, 2026 and 2025 were comprised of the following (in thousands):

Net unrealized appreciation and depreciation on investments for the three and six months ended MarchJune 31,30, 2026 and 2025 is comprised of the following (in thousands):

During the three months ended MarchJune 31,30, 2025,2026, our net unrealized depreciation on portfolio investments totaled approximately $3.1$1.1 million, which included net unrealized depreciation of $4.1$10.6 million from our debt investments, offset by net unrealized depreciationappreciation of $0.3$8.5 million from our warrant investments and net unrealized appreciation of $1.3$1.0 million from our equity investments.

Net increase in net assets resulting from operations during the three and six months ended MarchJune 31,30, 2026, totaled approximately $29.8$44.4 million and $74.2 million. Net increase in net assets resulting from operations during the three and six months ended MarchJune 31,30, 2025, totaled approximately $27.1$41.4 million and $68.5 million.

For the three months ended MarchJune 31,30, 2026, both the basic and diluted net increase in net assets per common share was $0.36.$0.49. For the six months ended June 30, 2026, both the basic and diluted net increase in net assets per common share was $0.85.

For the three months ended MarchJune 31,30, 2025, both the basic and diluted net increase in net assets per common share was $0.43.$0.63. For the six months ended June 30, 2025, both the basic and diluted net increase in net assets per common share was $1.07.

Our liquidity and capital resources are generated primarily from the net proceeds of offerings of our securities, including our “at-the-market” offering, the August 2026 Notes offering, the December 2026 Notes offering, the March 2029 Notes offering, the September 2029 Notes offering, the Series A Notes offering andoffering, the July 2030 Notes and the May 2031 Notes offering and borrowings under the KeyBank Credit Facility and the KeyBank Secured Term Loan Facility, each of which were outstanding as of MarchJune 31,30, 2026, as well as cash flows from our operations, including investment sales and repayments and 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 KeyBank Credit Facility and the KeyBank Secured Term Loan Facility or any future credit facility, as well as proceeds from the turnover of our portfolio, to finance our investment objectives and activities.

During the threesix months ended MarchJune 31,30, 2026, we experienced a net increase in cash and cash equivalents in the amount of $0.5$3.1 million, which is the net result of $46.7$247.9 million of cash provided by financing activities, offset by $45.8$244.4 million of cash used in operating activities and $0.4 million of cash used in investing activities. During the threesix months ended MarchJune 31,30, 2025, we experienced a net decreaseincrease in cash and cash equivalents in the amount of $1.2$16.6 million, which is the net result of $62.2$203.8 million of cash provided by financing activities, offset by $63.3$186.9 million of cash used in operating activities and $0.1$0.3 million of cash used in investing activities.

As of MarchJune 31,30, 2026 and December 31, 2025, we had cash and cash equivalents of $19.6$22.2 million and $19.1 million, respectively, of which $0.5$1.4 million and $0.1 million, respectively, was 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 MarchJune 31,30, 2026 and December 31, 2025, we had approximately $262.5$407.9 million and $316.1 million, respectively, of available borrowings under the KeyBank Credit Facility, subject to its terms and regulatory requirements. Cash and cash equivalents, taken together with available borrowings under the KeyBank Credit Facility, as of MarchJune 31,30, 2026, are expected to be sufficient for our investing activities and to conduct our operations in the near term and long term.

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, we are permitted to potentially borrow $2 for investment purposes of every $1 of investor equity. As of MarchJune 31,30, 2026, our asset coverage ratio was approximately 185.8%183.7% and our asset coverage ratio per unit was approximately $1,858.$1,837. As of December 31, 2025, our asset coverage ratio was approximately 183.8% and our asset coverage ratio per unit was approximately $1,838.

The Company has entered into capital commitments with Senior Credit Corp, Direct Lending and CapTrin in the amount of $21.4 million, $100.0 million and $50.0 million, respectively. In connection with the initial closing of Trinity Capital SBIC LP on March 13, 2026, the Company committed $5.0 million as a limited partner. As of March 31, 2026, the full $5.0 million commitment remained unfunded. Capital contributions will be made at such times and in such amounts as directed by the general partner in accordance with the terms of the limited partnership agreement.

The Company did not have any other off-balance sheet commitments as of MarchJune 31,30, 2026.

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 MarchJune 31,30, 2026 and December 31, 2025 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 drawn, 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. The Company will fund 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 KeyBank Credit Facility).

A summary of our contractual payment obligations as of MarchJune 31,30, 2026, is as follows (in thousands):

The following table summarizes the Company’s distributions declared during the threesix months ended MarchJune 31,30, 2026 and the year ended December 31, 2025:

Our common stock began trading on the Nasdaq Global Select Market (“Nasdaq”) on January 29, 2021 under the symbol “TRIN” in connection with our IPO, which closed on February 2, 2021.2021, and was subsequently transferred to being listed and traded on the NYSE on July 27, 2026. See “Recent Developments” for additional information. 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. Since our IPO, our common stock has traded at prices both above and below our net asset value per share.

The following table sets forth the net asset value per share of our common stock, the range of high and low closing sales prices of our common stock reported on Nasdaq,Nasdaq (through July 24, 2026) and the NYSE (from July 27, 2026), the closing sales price as a premium (discount) to net asset value and the dividends declared by us in each fiscal quarter since we began trading on Nasdaq. On MayAugust 4,3, 2026, the last reported closing sales price of our common stock on Nasdaqthe NYSE was $16.81$17.83 per share, which represented a premium of approximately 26.7%32.4% to our net asset value per share of $13.27$13.47 as of MarchJune 31,30, 2026. As of MayAugust 4,3, 2026, we had approximately 4138 stockholders of record, which does not include stockholders for whom shares are held in nominee or “street” name.

For the period from AprilJuly 1, 2026 to MayAugust 4,3, 2026, the Company issued and sold 1,985,521662,575 shares of its common stock at a weighted-average price of $15.14$17.75 per share and raised $29.8$11.6 million of net proceeds after deducting commissions to the sales agents on shares sold under the Equity ATM Program.