Trinity Capital Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.01 - Entry into a Material Definitive Agreement
On June 26, 2025, Trinity Capital Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company and Keefe, Bruyette & Woods, Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule 1 thereto (collectively, the “Underwriters”), in connection with the issuance and sale of $125,000,000 aggregate principal amount of the Company’s 6.750% Notes due 2030 (the “Offering”).
The Underwriting Agreement includes customary representations, warranties, and covenants by the Company. It also provides for customary indemnification by each of the Company and the underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.
The Offering was made pursuant to the Company’s effective shelf registration statement on Form N-2 (File No. 333-275970), previously filed with the Securities and Exchange Commission, as supplemented by a preliminary prospectus supplement, a pricing term sheet and a final prospectus supplement, each dated June 26, 2025. The transaction is expected to close on July 3, 2025.
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The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, filed as an exhibit hereto and incorporated by reference herein.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits:
| Exhibit Number |
Description | |
| 1.1 | Underwriting Agreement, dated June 26, 2025, by and among Trinity Capital Inc. and Keefe, Bruyette & Woods, Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule 1 thereto. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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 thereunto duly authorized.
| Trinity Capital Inc. | |||
| Date: July 1, 2025 | By: | /s/ Kyle Brown | |
| Name: | Kyle Brown | ||
| Title: | Chief Executive Officer, President and Chief Investment Officer | ||
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