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What changed in Trinity Capital Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Trinity Capital Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+404 added−385 removedSource: 10-K (2025-12-31) vs 10-K (2024-12-31)

Top changes in Trinity Capital Inc.'s 2025 10-K

404 paragraphs added · 385 removed · 305 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

55 edited+15 added−11 removed119 unchanged
Biggest changeEquity Incentive Plans” to our consolidated financial statements included with this annual report on Form 10-K for additional information. 19 Table of Contents On December 14, 2022, we received exemptive relief from the SEC that allows us to organize, acquire, wholly own and operate the Adviser Sub, as an investment adviser registered under the Investment Advisers Act of 1940, as amended, pursuant to which the Adviser Sub will provide investment management and other services to one or more privately-offered pooled investment vehicles, registered management investment companies, BDCs and/or investment accounts, and receive advisory fees for such services.
Biggest changeOn December 14, 2022, we received exemptive relief from the SEC that allows us to organize, acquire, wholly own and operate the Adviser Sub, as an investment adviser registered under the Advisers Act, pursuant to which the Adviser Sub is permitted to provide investment management and other services to one or more privately-offered pooled investment vehicles, registered management investment companies, BDCs and/or investment accounts, and receive advisory fees for such services. 18 Table of Contents On July 8, 2025, the Company and certain of its affiliates were granted an exemptive relief order (the “Order”) from the SEC that permits the Company to enter into certain negotiated co-investment transactions alongside certain of its affiliates in a manner consistent with its investment objective, positions, policies, strategies, and restrictions as well as regulatory requirements and other pertinent factors, subject to compliance with the Order.
An eligible portfolio company is defined in the 1940 Act as any issuer which: a. is organized under the laws of, and has its principal place of business in, the United States; b. is not an investment company (other than a small business investment company wholly owned by the BDC) or a company that would be an investment company but for certain exclusions under the 1940 Act; and c. satisfies any of the following: i. does not have any class of securities that is traded on a national securities exchange; 17 Table of Contents ii. has a class of securities listed on a national securities exchange, but has an aggregate market value of outstanding voting and non-voting common equity of less than $250 million; iii. is controlled by a BDC or a group of companies including a BDC and the BDC has an affiliated person who is a director of the eligible portfolio company; or iv. is a small and solvent company having total assets of not more than $4 million and capital and surplus of not less than $2 million; (2) Securities of any eligible portfolio company controlled by us; (3) Securities purchased in a private transaction from a U.S. issuer that is not an investment company or from an affiliated person of the issuer, or in transactions incident thereto, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior to the purchase of its securities was unable to meet its obligations as they came due without material assistance other than conventional lending or financing arrangements; (4) Securities of an eligible portfolio company purchased from any person in a private transaction if there is no ready market for such securities and we already own 60% of the outstanding equity of the eligible portfolio company; (5) Securities received in exchange for or distributed on or with respect to securities described in (1) through (4) above, or pursuant to the exercise of warrants or rights relating to such securities; or (6) Cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment.
An eligible portfolio company is defined in the 1940 Act as any issuer which: a. is organized under the laws of, and has its principal place of business in, the United States; b. is not an investment company (other than a small business investment company wholly owned by the BDC) or a company that would be an investment company but for certain exclusions under the 1940 Act; and c. satisfies any of the following: i. does not have any class of securities that is traded on a national securities exchange; ii. has a class of securities listed on a national securities exchange, but has an aggregate market value of outstanding voting and non-voting common equity of less than $250 million; iii. is controlled by a BDC or a group of companies including a BDC and the BDC has an affiliated person who is a director of the eligible portfolio company; or iv. is a small and solvent company having total assets of not more than $4 million and capital and surplus of not less than $2 million; 16 Table of Contents (2) Securities of any eligible portfolio company controlled by us; (3) Securities purchased in a private transaction from a U.S. issuer that is not an investment company or from an affiliated person of the issuer, or in transactions incident thereto, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior to the purchase of its securities was unable to meet its obligations as they came due without material assistance other than conventional lending or financing arrangements; (4) Securities of an eligible portfolio company purchased from any person in a private transaction if there is no ready market for such securities and we already own 60% of the outstanding equity of the eligible portfolio company; (5) Securities received in exchange for or distributed on or with respect to securities described in (1) through (4) above, or pursuant to the exercise of warrants or rights relating to such securities; or (6) Cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment.
TrinCap Funding, LLC (“TCF”), a Delaware limited liability company, was formed on August 5, 2021 as a wholly owned subsidiary of the Company to serve as a bankruptcy-remote entity for purposes of securing lending in conjunction with a credit agreement, as amended, with KeyBank, National Association (“KeyBank”) (such credit facility, as amended, the “KeyBank Credit Facility”).
TrinCap Funding, LLC (“TCF”), a Delaware limited liability company, was formed on August 5, 2021 as a wholly owned subsidiary of the Company to serve as a bankruptcy-remote entity for purposes of securing lending in conjunction with a credit agreement, as amended, with KeyBank National Association (“KeyBank” and such credit facility, as amended, the “KeyBank Credit Facility”).
Certain U.S. Federal Income Tax Considerations Taxation as a Regulated Investment Company We have elected to be treated, currently qualify, and intend to operate in a manner so as to qualify annually, as a RIC for U.S. federal income tax purposes under Subchapter M of the Code.
Certain U.S. Federal Income Tax Considerations Taxation as a Regulated Investment Company We have elected to be treated, and intend to operate in a manner so as to qualify annually, as a RIC for U.S. federal income tax purposes under Subchapter M of the Code.
We have elected to be treated, currently qualify and intend to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax purposes.
We have elected to be treated, and intend to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax purposes.
In the event we realize net capital gains from such transactions, a stockholder may receive a larger capital gain distribution than it would have received in the absence of such transactions. 21 Table of Contents Failure to Qualify as a RIC If we are unable to qualify for treatment as a RIC in the future, and certain remedial procedures are not satisfied, we would be subject to U.S. federal income tax on such income at regular corporate rates (and also would be subject to any applicable state and local taxes), regardless of whether we make any distributions to stockholders.
In the event we realize net capital gains from such transactions, a stockholder may receive a larger capital gain distribution than it would have received in the absence of such transactions. 20 Table of Contents Failure to Qualify as a RIC If we are unable to qualify for treatment as a RIC in the future, and certain remedial procedures are not satisfied, we would be subject to U.S. federal income tax on such income at regular corporate rates (and also would be subject to any applicable state and local taxes), regardless of whether we make any distributions to stockholders.
This meeting is typically held at the business offices of the portfolio company; however, occasionally the meeting will be held via video teleconference if travel to the portfolio company is not possible. One or more members of the Investment Committee will attend the on-site meeting if possible.
This meeting is typically held at the business offices of the portfolio company; however, occasionally the meeting will be held via video teleconference if travel to the portfolio company is not practical. One or more members of the Investment Committee will attend the on-site meeting if possible.
Initial Rating Our initial rating of every opportunity is primarily based on six factors, as well as other items that are deemed to be relevant by the due diligence team: • Investor Syndicate: the portfolio company’s investors, specifically their ability and likelihood to provide ongoing financial support as needed; • Management Team: the experience and strength of the portfolio company’s management team and board of directors; • Product and Industry: the portfolio company’s products or services and the market needs that they fulfill; • Financial Performance: the portfolio company’s historical and projected financial performance, including revenue potential, growth, gross margins and other metrics; • Debt and Debt Structure: capital structure and cash life; and • Collateral and Security: type and value of collateral (e.g., mission-critical assets), liens and other forms of security.
Initial Rating Our initial rating of every opportunity is primarily based on six factors, as well as other items that are deemed to be relevant by the due diligence team: • Investor Syndicate: the portfolio company’s investors, specifically their ability and likelihood to provide ongoing financial support as needed; • Management Team: the experience and strength of the portfolio company’s management team and board of directors; • Product and Industry: the portfolio company’s products or services and the market needs that they fulfill; 13 Table of Contents • Financial Performance: the portfolio company’s historical and projected financial performance, including revenue potential, growth, gross margins and other metrics; • Debt and Debt Structure: capital structure and cash life; and • Collateral and Security: type and value of collateral (e.g., mission-critical assets), liens and other forms of security.
Additional deal considerations typically have included upfront fees of up to 2% of the invested principal, upfront structuring fees of approximately one-half month of finance payments for equipment financings, an upfront deposit of up to three months for equipment financings, and final payments of up to 15% of invested principal. • Equity and Equity-Related Securities .
Additional deal considerations typically have included upfront fees of up to 2% of the invested principal, upfront structuring fees of approximately one-half month of finance payments for equipment financings, an upfront deposit of up to two months for equipment financings, and final payments of up to 15% of invested principal. • Equity and Equity-Related Securities .
Under the 1940 Act, a BDC is subject to restrictions on the issuance, terms and amount of warrants, options, restricted stock or rights to purchase shares of capital stock that it may have outstanding at any time.
Issuance of Derivative Securities. Under the 1940 Act, a BDC is subject to restrictions on the issuance, terms and amount of warrants, options, restricted stock or rights to purchase shares of capital stock that it may have outstanding at any time.
Our senior management team has seen a significant increase in the number of potential investment opportunities over the last ten years. Debt Investments with Warrants Complement Equity Financing from Venture Capital and Private Equity Funds.
Our senior management team has seen a significant increase in the number of potential investment opportunities over the last 15 years. Debt Investments with Warrants Complement Equity Financing from Venture Capital and Private Equity Funds.
We have established relationships with the major technology banks over the last 10 years in every major market across the United States and have established standard intercreditor and subordination agreements, which we believe make working with technology banks seamless in most regions across the United States.
We have established relationships with the major technology banks over the last 15 years in every major market across the United States and have established standard intercreditor and subordination agreements, which we believe make working with technology banks seamless in most regions across the United States.
In addition, we may obtain rights to purchase additional shares of our portfolio companies in subsequent equity financing rounds. Concentration Limits; Security We endeavor to maintain reasonable limits of concentration to specific industries, technologies and geographic regions. By their nature, these limits are subjective and are applied solely at the discretion of management.
In addition, we may obtain rights to purchase additional shares of our portfolio companies in subsequent equity financing rounds. 12 Table of Contents Concentration Limits; Security We endeavor to maintain reasonable limits of concentration to specific industries, technologies and geographic regions. By their nature, these limits are subjective and are applied solely at the discretion of management.
These banks often will provide revolving credit facilities to growth-oriented companies and we seek to provide term debt and/or equipment financings to their portfolio companies. 9 Table of Contents We also focus on sourcing deals from the partners of growth-oriented institutional investors, including growth-oriented venture capital firms and private equity firms.
These banks often will provide revolving credit facilities to growth-oriented companies and we seek to provide term debt and/or equipment financings to their portfolio companies. We also focus on sourcing deals from the partners of growth-oriented institutional investors, including growth-oriented venture capital firms and private equity firms.
The Investment Committee approves proposed investments by majority consent in accordance with investment guidelines and procedures established by the Investment Committee. Our employees drive the success of our business and investment strategy, including achieving our investment objective. We offer competitive compensation, benefits and training programs to develop our employees’ skills and expertise.
The Investment Committee approves proposed investments by majority consent in accordance with investment guidelines and procedures established by the Investment Committee. 8 Table of Contents Our employees drive the success of our business and investment strategy, including achieving our investment objective. We offer competitive compensation, benefits and training programs to develop our employees’ skills and expertise.
Investment opportunities that score an acceptable initial rating are moved on for further consideration. 14 Table of Contents Preliminary Due Diligence and Executive Summary The next phase of the due diligence process involves a structured call with the management team of the prospective portfolio company.
Investment opportunities that score an acceptable initial rating are moved on for further consideration. Preliminary Due Diligence and Executive Summary The next phase of the due diligence process involves a structured call with the management team of the prospective portfolio company.
Our management team and investment professionals anticipate potential problems by monitoring reporting requirements and having frequent calls with the management teams of our portfolio companies. 15 Table of Contents Investment Risk Rating System Our portfolio management team uses an ongoing investment risk rating system to characterize and monitor our outstanding loans and equipment financings.
Our management team and investment professionals anticipate potential problems by monitoring reporting requirements and having frequent calls with the management teams of our portfolio companies. Investment Risk Rating System Our portfolio management team uses an ongoing investment risk rating system to characterize and monitor our outstanding loans and equipment financings.
The Investment Committee then meets to discuss and review the deal terms and IUR regarding the proposed investment and a vote takes place. A majority of the Investment Committee is required to approve the transaction. Investment Management and Oversight Our investment management and oversight activities are separate from our origination and underwriting activities.
The Investment Committee then meets to discuss and review the deal terms and IUR regarding the proposed investment and a vote takes place. A majority of the Investment Committee is required to approve the transaction. 14 Table of Contents Investment Management and Oversight Our investment management and oversight activities are separate from our origination and underwriting activities.
Subject to the requirements of the 1940 Act, we are not limited to investing in any particular industry or geographic area and seek to invest in under-financed segments of the private credit markets. 7 Table of Contents Our loans generally may have initial interest-only periods of up to 24 months, and our equipment financings generally begin amortizing immediately.
Subject to the requirements of the 1940 Act, we are not limited to investing in any particular industry or geographic area and seek to invest in under-financed segments of the private credit markets. Our loans generally may have initial interest-only periods of up to 36 months, and our equipment financings generally begin amortizing immediately.
Pending investment in other types of qualifying assets, as described above, our investments can consist of cash, cash equivalents, U.S. government securities or high quality debt securities maturing in one year or less from the time of investment, which are referred to herein, collectively, as temporary investments, so that 70% of our assets would be qualifying assets. 18 Table of Contents Issuance of Derivative Securities.
Pending investment in other types of qualifying assets, as described above, our investments can consist of cash, cash equivalents, U.S. government securities or high quality debt securities maturing in one year or less from the time of investment, which are referred to herein, collectively, as temporary investments, so that 70% of our assets would be qualifying assets.
This structure helps our originators focus on identifying investment opportunities and building relationships with our portfolio companies. · A proprietary credit rating system and regimented process for evaluating and underwriting prospective portfolio companies. Historically, our management team has received significant prospective investment opportunities.
This structure helps our originators focus on identifying investment opportunities and building relationships with our portfolio companies. 9 Table of Contents · A proprietary credit rating system and regimented process for evaluating and underwriting prospective portfolio companies. Historically, our management team has received significant prospective investment opportunities.
The JV invests in secured loans and equipment financings to growth-stage companies that have been originated by us. On March 16, 2023, we formed an unconsolidated wholly owned subsidiary, Trinity Capital Adviser LLC, a Delaware limited liability company (“Adviser Sub”).
Senior Credit Corp invests in secured loans and equipment financings to growth-stage companies that have been originated by us. On March 16, 2023, we formed an unconsolidated wholly owned subsidiary, Trinity Capital Adviser LLC, a Delaware limited liability company (“Adviser Sub”).
We believe that the amortizing nature of our investments will mitigate risk and significantly reduce 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.
We believe that the amortizing nature of our investments significantly reduces 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.
TCF is included as a consolidated subsidiary of the Company in our consolidated financial statements. 6 Table of Contents 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 “JV”).
TCF is included as a consolidated subsidiary of the Company in our consolidated financial statements. 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 Credit Corp”).
Equity Incentive Plans” to our consolidated financial statements included with this annual report on Form 10-K for additional information. Senior Securities; Coverage Ratio.
Equity Incentive Plans” to our consolidated financial statements included with this annual report on Form 10-K for additional information. 17 Table of Contents Senior Securities; Coverage Ratio.
We make available, free of charge, on our website our proxy statement, annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.
We maintain a website on the Internet at www.trinitycapital.com. We make available, free of charge, on our website our proxy statement, annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.
Market Opportunity We believe that an attractive market opportunity exists for providing debt and equipment financings to growth-oriented companies for the following reasons: • growth-oriented companies have generally been underserved by traditional lending sources. • Unfulfilled demand exists for loans and equipment financings to growth-oriented companies due to the complexity of evaluating risk in these investments. • Debt investments with warrants are less dilutive than traditional equity financing and complement equity financing from venture capital and private equity funds. • Equity funding of growth-oriented companies, including venture capital backed companies, has increased steadily over the last ten years, resulting in new lending and equipment financing opportunities. 10 Table of Contents • The annual venture debt market in the U.S. surpassed $30 billion for the fourth consecutive year in 2024.
Market Opportunity We believe that an attractive market opportunity exists for providing debt and equipment financings to growth-oriented companies for the following reasons: • growth-oriented companies have generally been underserved by traditional lending sources. • Unfulfilled demand exists for loans and equipment financings to growth-oriented companies due to the complexity of evaluating risk in these investments. • Debt investments with warrants are less dilutive than traditional equity financing and complement equity financing from venture capital and private equity funds. • Equity funding of growth-oriented companies, including venture capital backed companies, has increased steadily over the last 15 years, resulting in new lending and equipment financing opportunities. • The annual venture debt market in the U.S. surpassed $25 billion for more than five consecutive years in 2025.
From time to time, we will identify investments that require closer monitoring or become workout assets. We will develop a workout strategy for workout assets and our Investment Committee will monitor the progress against the strategy.
From time to time, we will identify investments that require closer monitoring or become workout assets. In such cases, we develop a workout strategy for workout assets and our Investment Committee monitors the progress against the strategy.
We will evaluate prospective portfolio companies quantitatively and qualitatively, and determine investments based on the key factors, including the following items: • Recent, concurrent, or future funding by a venture capital firm; • Strong, experienced and flexible management team; • Successful, market-proven product and/or service with some proprietary characteristics; • Application of proven technologies that enable their customers to reduce costs, improve strategic positioning or fundamentally change the competitive nature of their industries; • Detailed business plan with multi-year projections that cover the full term of our investment; and • A defined exit strategy with identified potential acquirers. 12 Table of Contents Investment Structure We seek to structure portfolio investments to mitigate risk and provide attractive risk-adjusted returns for our investors while meeting portfolio companies financing needs.
We will evaluate prospective portfolio companies quantitatively and qualitatively, and determine investments based on the key factors, including the following items: • Recent, concurrent, or future funding by a venture capital firm; • Strong, experienced and flexible management team; • Successful, market-proven product and/or service with some proprietary characteristics; • Application of proven technologies that enable their customers to reduce costs, improve strategic positioning or fundamentally change the competitive nature of their industries; • Detailed business plan with multi-year projections that cover the full term of our investment; and • A defined exit strategy with identified potential acquirers.
Government securities, securities of other RICs, and other securities if such other securities of any one issuer do not represent more than 5% of the value of our assets or more than 10% of the outstanding voting securities of the issuer; and o no more than 25% of the value of our assets is invested in the (i) securities, other than U.S. government securities or securities of other RICs, of one issuer, (ii) securities, other than securities of other RICs, of two or more issuers that are controlled, as determined under applicable Code rules, by us and that are engaged in the same or similar or related trades or businesses or (iii) securities of one or more “qualified publicly traded partnerships” (the “Diversification Tests”). 20 Table of Contents We may be required to recognize taxable income in circumstances in which we do not receive cash.
Government securities, securities of other RICs, and other securities if such other securities of any one issuer do not represent more than 5% of the value of our assets or more than 10% of the outstanding voting securities of the issuer; and 19 Table of Contents o no more than 25% of the value of our assets is invested in the (i) securities, other than U.S. government securities or securities of other RICs, of one issuer, (ii) securities, other than securities of other RICs, of two or more issuers that are controlled, as determined under applicable Code rules, by us and that are engaged in the same or similar or related trades or businesses or (iii) securities of one or more “qualified publicly traded partnerships” (the “Diversification Tests”).
In addition, in order to obtain RIC tax benefits, we generally must timely distribute to stockholders, for each taxable year, at least 90% of our “investment company taxable income,” which is generally ordinary income plus the excess of realized net short-term capital gains over realized net long-term capital losses (the “Annual Distribution Requirement”).
In addition, in order to obtain RIC tax benefits, we generally must timely distribute to stockholders, for each taxable year, at least 90% of our “investment company taxable income,” which is generally ordinary income plus the excess of realized net short-term capital gains over realized net long-term capital losses and 90% of our “net tax-exempt income” (if any), which is generally the excess of our gross tax-exempt interest income over certain disallowed deductions (the “Annual Distribution Requirement”).
Our senior management team, led by Kyle Brown, comprises the majority of the senior management team that managed the Legacy Funds and sourced the Legacy Portfolio, and we believe is well positioned to take advantage of potential investment opportunities available in the marketplace. 8 Table of Contents • Kyle Brown, our Chief Executive Officer, President and Chief Investment Officer, has been with Trinity since 2015 and is responsible for managing Trinity’s investment activities.
Our senior management team, led by Kyle Brown, comprises the majority of the senior management team that managed the legacy funds we acquired in connection with our launch as a BDC (the “Legacy Funds”) and sourced the investment portfolios of the Legacy Funds (the “Legacy Portfolio”), and we believe is well positioned to take advantage of potential investment opportunities available in the marketplace. • Kyle Brown, our Chief Executive Officer, President and Chief Investment Officer, has been with Trinity since 2015 and is responsible for managing Trinity’s investment activities.
Brown, our founder, is our Executive Chairman and has over 25 years of experience in venture equity and venture debt investing and working with growth-stage companies. • Gerald Harder, our Chief Operating Officer, has been with Trinity since 2016, and we believe his prior 30 years of engineering and operations experience adds significant value in guiding the Company’s operations team and steward strategy. • Ron Kundich, our Chief Credit Officer, is responsible for overseeing the Company’s lending, underwriting and credit processes. • Michael Testa, our Chief Financial Officer and Treasurer, has over 20 years of finance and accounting experience, having worked both at a credit-focused asset manager and a large global accounting firm.
Brown, our founder, is our Executive Chairman and has over 25 years of experience in venture equity and venture debt investing and working with growth-stage companies. • Gerald Harder, our Chief Operating Officer, has been with Trinity since 2016, and we believe his prior 30 years of engineering and operations experience adds significant value in guiding the Company’s operations team and steward strategy. • Ron Kundich, our Chief Credit Officer, is responsible for overseeing the Company’s lending, underwriting and credit processes.
The financing products offered by traditional lenders typically impose restrictive covenants and conditions on borrowers, including limiting cash outflows and requiring a significant depository relationship to facilitate rapid liquidation. Unfulfilled Demand for Loans and Equipment Financings to Growth-Oriented Companies.
We believe traditional lenders generally do not have flexible product offerings that meet the needs of growth-oriented companies. The financing products offered by traditional lenders typically impose restrictive covenants and conditions on borrowers, including limiting cash outflows and requiring a significant depository relationship to facilitate rapid liquidation. Unfulfilled Demand for Loans and Equipment Financings to Growth-Oriented Companies.
The annual stated interest rate on these loans typically has ranged from 8% to 16%. • Equipment Financings . Typically, an equipment financing is structured as fully amortizing over a period of up to 60 months. The specific terms of each equipment financing depend on the creditworthiness of the portfolio company and the projected value of the financed assets.
Typically, an equipment financing is structured as fully amortizing over a period of up to 60 months. The specific terms of each equipment financing depend on the creditworthiness of the portfolio company and the projected value of the financed assets.
For our investment risk rating system, we review seven different criteria and, based on our review of such criteria, we assign a risk rating on a scale of 1 to 5, as set forth in the following illustration. As of December 31, 2024, the Company’s debt investment portfolio had a weighted average risk rating score of 2.9.
For our investment risk rating system, we review seven different criteria and, based on our review of such criteria, we assign a risk rating on a scale of 1 to 5, as set forth in the following illustration.
In addition, the SEC maintains an Internet website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers, including us, who file documents electronically with the SEC.
We file annual, quarterly and current periodic reports, proxy statements and other information with the SEC under the Exchange Act. In addition, the SEC maintains an Internet website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers, including us, who file documents electronically with the SEC. 21 Table of Contents
We will monitor our transactions and may make certain tax decisions in order to mitigate the potential adverse effect of these provisions. A RIC is limited in its ability to deduct expenses in excess of its “investment company taxable income” (which is, generally, ordinary income plus the excess of net short-term capital gains over net long-term capital losses).
We will monitor our transactions and may make certain tax decisions in order to mitigate the potential adverse effect of these provisions. A RIC is limited in its ability to deduct expenses in excess of its investment company taxable income.
Information contained on our website is not incorporated by reference into this annual report on Form 10-K, and you should not consider that information to be part of this annual report on Form 10-K. We file annual, quarterly and current periodic reports, proxy statements and other information with the SEC under the Exchange Act.
Information contained on our website is not incorporated by reference into this annual report on Form 10-K or incorporated into any other filings we make with the SEC, and you should not consider that information to be part of this annual report on Form 10-K.
Our management team has prior management experience, including with early-stage tech startups, and employs a highly systematized investment approach.
All of our employees are located in the United States. Our management team has prior management experience, including with early-stage tech startups, and employs a highly systematized investment approach.
In addition, because growth-oriented companies generally reach a more mature stage prior to reaching a liquidity event, we believe our investments could provide the capital needed to grow or recapitalize during the extended growth period sometimes required prior to liquidity events. 11 Table of Contents Investment Philosophy, Strategy and Process Overview We lend money in the form of term loans and equipment financings and, to a lesser extent, working capital loans to growth-oriented companies.
In addition, because growth-oriented companies generally reach a more mature stage prior to reaching a liquidity event, we believe our investments could provide the capital needed to grow or recapitalize during the extended growth period sometimes required prior to liquidity events.
All investment decisions are made by our investment committee (the “Investment Committee”), whose members consist of Steven L. Brown, Gerald Harder, Kyle Brown, Ron Kundich and a vertical market leader (on a rotating basis throughout the year). We consider these individuals to be our portfolio managers.
Brown, Gerald Harder, Kyle Brown, Ron Kundich and a vertical market leader (on a rotating basis throughout the year). We consider these individuals to be our portfolio managers.
In addition, the balance sheets of many of these companies often include a disproportionately large amount of intellectual property assets, which can be difficult to value. Finally, the speed of innovation in technology and rapid shifts in consumer demand and market share add to the difficulty in evaluating these companies.
In addition, the balance sheets of many of these companies often include a disproportionately large amount of intellectual property assets, which can be difficult to value.
Subject to the requirements under the 1940 Act, which require that we invest at least 70% of our total assets in qualifying assets, we may also engage in other lending activities by investing in assets that are not qualifying assets under the requirements of the 1940 Act, including asset-backed lending, which may constitute up to 30% of our total assets.
Leveraging the experience of our investment professionals, we seek to target companies at their growth-oriented of development and seek to identify financing opportunities ignored by the traditional direct lending community. 11 Table of Contents Subject to the requirements under the 1940 Act, which require that we invest at least 70% of our total assets in qualifying assets, we may also engage in other lending activities by investing in assets that are not qualifying assets under the requirements of the 1940 Act, including asset-backed lending, which may constitute up to 30% of our total assets.
On June 28, 2024, we and a specialty credit manager each funded a portion of our respective capital commitments to commence operations of a credit fund, EPT 16 LLC, a Delaware limited liability company (“EPT 16”). EPT 16 has acquired and intends to acquire, hold and, as applicable, dispose of investments that have been originated by us.
On June 28, 2024, we and a specialty credit manager funded a portion of our respective capital commitments to commence operations of a credit fund, EPT 16 LLC, a Delaware limited liability company.
Human Capital Resources and Management Team We are an internally managed BDC employing 88 dedicated professionals as of December 31, 2024, including 58 investment, origination and portfolio management professionals, all of whom have experience working on investment and financing transactions for growth- and early-stage companies. All of our employees are located in the United States.
The following illustrates the lifecycle stage at which we seek to invest in our portfolio companies, although we may, at our discretion, invest in other lifecycle stages. 7 Table of Contents Human Capital Resources and Management Team We are an internally managed BDC employing 106 dedicated professionals as of December 31, 2025, including 66 investment, origination and portfolio management professionals, all of whom have experience working on investment and financing transactions for growth- and early-stage companies.
In all cases, we seek to put in place Uniform Commercial Code filings to perfect our security position, and to update these filings as necessary to reflect changes in our collateral. 13 Table of Contents Investment Process Investment Originations; New Deals Referred We have a multi-channel sourcing strategy focused primarily on growth-oriented venture capital firms, private equity firms, technology banks and, to a lesser extent, brokers who focus on our business.
Investment Process Investment Originations; New Deals Referred We have a multi-channel sourcing strategy focused primarily on growth-oriented venture capital firms, private equity firms, technology banks and, to a lesser extent, brokers who focus on our business.
In addition, we may obtain warrants or contingent exit fees at funding from many of our portfolio companies, providing an additional potential source of investment returns.
Our equipment financings involve loans for general or specific use, including acquiring equipment, that are secured by the equipment or other assets of the portfolio company. In addition, we may obtain warrants or contingent exit fees at funding from many of our portfolio companies, providing an additional potential source of investment returns.
Where and when possible, we will execute deposit account control agreements with our portfolio companies for purposes of ensuring access to our collateral in a default.
Where and when possible, we will execute deposit account control agreements with our portfolio companies for purposes of ensuring access to our collateral in a default. In all cases, we seek to put in place Uniform Commercial Code filings to perfect our security position, and to update these filings as necessary to reflect changes in our collateral.
Typically, our loans, equipment financings and equity and equity-related investments take one of the following forms: • Term Debt and Working Capital Loans . Term debt and working capital loans typically have initial interest-only periods of up to 24 months and may then fully amortize over a total term of up to 60 months.
Term debt and working capital loans typically have initial interest-only periods of up to 36 months and may then fully amortize over a total term of up to 60 months. The annual stated interest rate on these loans typically has ranged from 8% to 16%. • Equipment Financings .
Due to the difficulties described above, we believe traditional lenders generally refrain from lending and/or providing equipment financing to growth-oriented companies, instead preferring the risk-reward profile of traditional fixed asset-based lending. We believe traditional lenders generally do not have flexible product offerings that meet the needs of growth-oriented companies.
Finally, the speed of innovation in technology and rapid shifts in consumer demand and market share add to the difficulty in evaluating these companies. 10 Table of Contents Due to the difficulties described above, we believe traditional lenders generally refrain from lending and/or providing equipment financing to growth-oriented companies, instead preferring the risk-reward profile of traditional fixed asset-based lending.
Overview We are a specialty lending company that provides debt, including loans, equipment financings and asset-based lending, to growth-oriented companies, including institutional investor-backed companies. Our investment objective is to generate current income and, to a lesser extent, capital appreciation through our investments across five distinct vertical markets.
Our investment objective is to generate current income and, to a lesser extent, capital appreciation through our investments across five distinct vertical markets. We seek to achieve our investment objective by making investments consisting primarily of term loans, equipment financings and asset-based lending and, to a lesser extent, working capital loans, equity and equity-related investments.
Competition Our prospective markets are highly competitive and are characterized by competitive factors that vary based upon product and geographic region.
As of December 31, 2025, the Company’s debt investment portfolio had a weighted average risk rating score of 2.9. 15 Table of Contents Competition Our prospective markets are highly competitive and are characterized by competitive factors that vary based upon product and geographic region.
Corporate Information Our principal executive offices are located at 1 N 1st Street, Suite 302, Phoenix, AZ 85004. We maintain a website on the Internet at www.trinitycapital.com.
Failure to comply with the requirements of the Advisers Act or the rules and regulations promulgated by the SEC thereunder could have a material adverse effect on Adviser Sub’s business and our business as a result. Corporate Information Our principal executive offices are located at 1 N 1st Street, Suite 302, Phoenix, AZ 85004.
Risk Factors – Risks Relating to Our Business and Structure – We operate in a highly competitive market for investment opportunities, which could reduce returns and result in losses.” 16 Table of Contents Regulation Emerging Growth Company We are an emerging growth company as defined in t he Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and are eligible to take advantage of certain specified reduced disclosure and other requirements that are otherwise generally applicable to public companies that are not “emerging growth companies” including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”).
Risk Factors – Risks Relating to Our Business and Structure – We operate in a highly competitive market for investment opportunities, which could reduce returns and result in losses.” Regulation Regulation as a Business Development Company We have elected to be regulated as a BDC under the 1940 Act.
Removed
On January 16, 2020, we completed a private equity offering (the “Private Common Stock Offering”) of shares of our common stock, pursuant to which we issued and sold 8,333,333 shares of our common stock for total aggregate gross proceeds of approximately $125.0 million, inclusive of an over-allotment option that was exercised in full on January 29, 2020.
Added
On August 28, 2025, EPT 16 LLC converted into a Delaware statutory trust named Eagle Point Trinity Senior Secured Lending Company (“EPT”) and elected to be regulated as a BDC under the 1940 Act. EPT has acquired and intends to acquire, hold and, as applicable, dispose of investments that have been originated by us.
Removed
Concurrent with the closing of the Private Common Stock Offering, we completed a private debt offering (the “144A Note Offering” and together with the Private Common Stock Offering, the “Private Offerings”) of $125.0 million in aggregate principal amount of our unsecured 7.00% Notes due 2025 (the “2025 Notes”), inclusive of an over-allotment option that was exercised in full on January 29, 2020.
Added
On September 24, 2025, the Company entered into a joint venture agreement with a specialty credit manager to co-manage Direct Lending 2025 LLC (“Direct Lending”), a Delaware limited liability company. Direct Lending has acquired loans originated by the Company and intends to acquire, hold and, as applicable, dispose of investments as a co-investment alongside us.
Removed
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.
Added
TrinCap Term Funding, LLC (“TF3”), a Delaware limited liability company, was formed on November 5, 2025 as a wholly owned subsidiary of the Company and entered into a credit agreement with KeyBank (such credit facility, the “KeyBank Secured Term Loan Facility”).
Removed
(collectively, the “Legacy Funds”) and all of their respective assets, including their respective investment portfolios (the “Legacy Portfolio”), 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. We used a portion of the proceeds from the Private Offerings to complete these transactions.
Added
TF3 is included as a consolidated subsidiary of the Company in our consolidated financial statements. 6 Table of Contents Overview We are a specialty lending company that provides debt, including loans, equipment financings and asset-based lending, to growth-oriented companies, including institutional investor-backed companies.
Removed
On February 2, 2021, we completed our initial public offering (“IPO”) 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.
Added
He has over 25 years of experience supporting venture-backed companies. • Michael Testa, our Chief Financial Officer and Treasurer, has over 20 years of finance and accounting experience, having worked both at a credit-focused asset manager and a large global accounting firm. All investment decisions are made by our investment committee (the “Investment Committee”), whose members consist of Steven L.
Removed
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.
Added
Investment Philosophy, Strategy and Process Overview We lend money in the form of term loans and equipment financings and, to a lesser extent, working capital loans to growth-oriented companies.
Removed
We seek to achieve our investment objective by making investments consisting of term loans, equipment financings and asset-based lending and, to a lesser extent, working capital loans, equity and equity-related investments. Our equipment financings involve loans for general or specific use, including acquiring equipment, that are secured by the equipment or other assets of the portfolio company.
Added
Investment Structure We seek to structure portfolio investments to mitigate risk and provide attractive risk-adjusted returns for our investors while meeting portfolio companies financing needs. Typically, our loans, equipment financings and equity and equity-related investments take one of the following forms: • Term Debt and Working Capital Loans .
Removed
The following illustrates the lifecycle stage at which we seek to invest in our portfolio companies, although we may, at our discretion, invest in other lifecycle stages.
Added
See “Note 8. Equity Incentive Plans” to our consolidated financial statements included with this annual report on Form 10-K for additional information.
Removed
Leveraging the experience of our investment professionals, we seek to target companies at their growth-oriented of development and seek to identify financing opportunities ignored by the traditional direct lending community.
Added
The Order contains certain conditions and requires the Board to maintain oversight of the Company’s participation in the co-investment program.
Removed
Although we have not made a determination whether to take advantage of any or all of these exemptions, we expect to remain an emerging growth company for up to five years following the completion of our IPO or until the earliest of: • the last day of the first fiscal year in which our annual gross revenues exceed $1.235 billion; • December 31 of the fiscal year that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of the shares of our common stock that is held by non-affiliates exceeds $700.0 million as of the last business day of our most recently completed second fiscal quarter and we have been publicly reporting for at least 12 months; or • the date on which we have issued more than $1.0 billion in non-convertible debt securities during the preceding three-year period.
Added
The Order also requires a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Company’s eligible directors to make certain conclusions pursuant to Section 57(f) of the 1940 Act in connection with certain co-investment transactions, including co-investment transactions in which an affiliate of the Company is an existing investor in the portfolio company, non-pro rata follow-on investments and non-pro rata dispositions of investments.
Removed
In addition, we will take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. Regulation as a Business Development Company We have elected to be regulated as a BDC under the 1940 Act.
Added
We may be required to recognize taxable income in circumstances in which we do not receive cash.
Added
Investment Advisers Act The Adviser Sub is registered as an investment adviser with the SEC. Registered investment advisers are subject to the requirements of the Advisers Act, and the rules and regulations promulgated thereunder, as well as to examination by the SEC’s staff separate from and in addition to examinations of the Company.
Added
The Advisers Act imposes substantive regulation on virtually every aspect of Adviser Sub’s business, its client relationships, and management of the Adviser Funds.
Added
Applicable requirements relate to, among others, fiduciary duties to clients, engaging in transactions with clients, maintaining an effective compliance program, performance fees, solicitation arrangements, marketing materials and marketing, allocation of investments, conflicts of interest, recordkeeping, reporting and disclosure. The Advisers Act also regulates the assignment of advisory contracts by Adviser Sub.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeWe are subject to risks related to our business and structure, including, but not limited to the following: • We depend upon our senior management team and investment professionals, including the members of our Investment Committee, for our success. 22 Table of Contents • Our business model depends, to a significant extent, upon strong referral relationships with venture capital sponsors, and our inability to develop or maintain these relationships, or the failure of these relationships to generate investment opportunities, could adversely affect our business. • Global economic, political and market conditions, including uncertainty about the financial stability of the United States, could have a significant adverse effect on our business, financial condition and results of operations. • Regulations governing our operations as a BDC affect our ability to and the way in which we raise additional capital. • Changes in laws or regulations governing our operations may adversely affect our business or cause us to alter our business strategy. • Provisions in our existing and future credit facilities may limit our operations. • We are exposed to risks associated with changes in interest rates and inflation rates. • Most or a substantial portion of our portfolio investments will be recorded at fair value as determined in good faith by the Board and, as a result, there may be uncertainty as to the value of our portfolio investments. • The Board may change our investment objective, operating policies and strategies without prior notice or stockholder approval, the effects of which may be adverse. • Internal and external cybersecurity threats, as well as other disasters, may adversely affect our business or the business of our portfolio companies by impairing our ability to conduct business effectively.
Biggest changeWe are subject to risks related to our business and structure, including, but not limited to the following: • We depend upon our senior management team and investment professionals, including the members of our Investment Committee, for our success. • Our business model depends, to a significant extent, upon strong referral relationships with venture capital sponsors, and our inability to develop or maintain these relationships, or the failure of these relationships to generate investment opportunities, could adversely affect our business. • Global economic, political and market conditions, including uncertainty about the financial stability of the United States, could have a significant adverse effect on our business, financial condition and results of operations. • Regulations governing our operations as a BDC affect our ability to and the way in which we raise additional capital. • Changes in laws or regulations governing our operations may adversely affect our business or cause us to alter our business strategy. • The outcome of the U.S. presidential, congressional and other elections creates significant uncertainty with respect to the legal, tax and regulatory regime in which we and our portfolio companies will operate. • Financial regulatory changes in the United States could adversely affect our business. • Provisions in our existing and future credit facilities may limit our operations. • We are exposed to risks associated with changes in interest rates and inflation rates. • Most or a substantial portion of our portfolio investments will be recorded at fair value as determined in good faith by the Board and, as a result, there may be uncertainty as to the value of our portfolio investments. • The Board may change our investment objective, operating policies and strategies without prior notice or stockholder approval, the effects of which may be adverse. • Internal and external cybersecurity threats, as well as other disasters, may adversely affect our business or the business of our portfolio companies by impairing our ability to conduct business effectively. • We may acquire businesses or assets or form joint ventures. • We are subject to risks related to our expansion to new jurisdictions. 22 Table of Contents We are subject to risks related to our investments, including, but not limited to the following: • Our investments are very risky and highly speculative and a lack of liquidity in our investments may adversely affect us. • Our investment strategy focuses on growth-oriented companies which are subject to many risks, including dependence on the need to raise additional capital, volatility, intense competition, shortened product life cycles, changes in regulatory and governmental programs, periodic downturns, below investment grade ratings, which could cause you to lose all or part of your investment in us. • The equipment financing industry is highly competitive and competitive forces could adversely affect the financing rates and resale prices that we may realize on our equipment financing investment portfolio and the prices that we have to pay to acquire our investments. • Our investments in equipment leasing companies are exposed to fluctuations in the demand for and valuation of the underlying assets. • Our portfolio companies operating in the life science industry are subject to extensive government regulation and certain other risks particular to that industry. • We are exposed to risks relating to our specialty finance products. • Economic recessions or downturns could impair our portfolio companies and harm our operating results. • Our investments are geographically concentrated, which may result in a single occurrence in a particular geographic area having a disproportionate negative impact on our investment portfolio. • We may be subject to risks associated with our investments in senior loans, junior debt securities and covenant-lite loans. • We are subject to risks associated with investing alongside other third parties.
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 to continue to be taxed as a RIC.
In addition, we generally are required to distribute 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.
The funds’ investment management agreements can also be terminated by the majority of such fund’s stockholders.
Such funds’ investment management agreements can also be terminated by the majority of such fund’s stockholders.
Second Lien Secured Loans. In structuring our loans, we may subordinate our security interest in certain assets of a borrower to another lender, usually a bank, such that we hold a second lien secured loan.
In structuring our loans, we may subordinate our security interest in certain assets of a borrower to another lender, usually a bank, such that we hold a second lien secured loan.
In addition, any future share repurchases could have a material adverse effect on our business for the following reasons: • Repurchases will diminish our cash reserves, which could impact our ability to finance future growth. • We may incur debt in connection with our business in the event that we use other cash resources to repurchase shares, which may affect the financial performance of our business during future periods or our liquidity and the availability of capital for other needs of the business. • Repurchases could affect the trading price of our common stock or increase its volatility and may reduce the market liquidity for our stock. • Repurchases may not be made at the best possible price and the market price of our common stock may decline below the levels at which we repurchased shares of common stock. 31 Table of Contents • Any suspension, modification or discontinuance of any future share repurchase plan could result in a decrease in the trading price of our common stock. • Repurchases may make it more difficult for us to meet the diversification requirements necessary to qualify for tax treatment as a RIC for U.S. federal income tax purposes; failure to qualify for tax treatment as a RIC would render our taxable income subject to corporate-level U.S. federal income taxes.
In addition, any future share repurchase program or other share repurchases could have a material adverse effect on our business for the following reasons: • Repurchases will diminish our cash reserves, which could impact our ability to finance future growth. • We may incur debt in connection with our business in the event that we use other cash resources to repurchase shares, which may affect the financial performance of our business during future periods or our liquidity and the availability of capital for other needs of the business. • Repurchases could affect the trading price of our common stock or increase its volatility and may reduce the market liquidity for our stock. • Repurchases may not be made at the best possible price and the market price of our common stock may decline below the levels at which we repurchased shares of common stock. 31 Table of Contents • Any suspension, modification or discontinuance of any future share repurchase plan could result in a decrease in the trading price of our common stock. • Repurchases may make it more difficult for us to meet the diversification requirements necessary to qualify for tax treatment as a RIC for U.S. federal income tax purposes; failure to qualify for tax treatment as a RIC would render our taxable income subject to corporate-level U.S. federal income taxes.
As a result, we may have to sell some of our investments at times or at prices that would not be advantageous to us, raise additional debt or equity capital or forgo new investment opportunities. • The higher yield of OID instruments reflects the payment deferral and credit risk associated with these instruments. • Even if the accounting conditions for income accrual are met, the borrower could still default when our actual collection is supposed to occur at the maturity of the obligation. • OID instruments may have unreliable valuations because their continuing accruals require continuing judgments about the collectability of the deferred payments and the value of any associated collateral. • OID instruments generally represent a significantly higher credit risk than coupon loans. 44 Table of Contents • OID income received by us may create uncertainty about the source of our cash distributions to stockholders.
As a result, we may have to sell some of our investments at times or at prices that would not be advantageous to us, raise additional debt or equity capital or forgo new investment opportunities. 45 Table of Contents • The higher yield of OID instruments reflects the payment deferral and credit risk associated with these instruments. • Even if the accounting conditions for income accrual are met, the borrower could still default when our actual collection is supposed to occur at the maturity of the obligation. • OID instruments may have unreliable valuations because their continuing accruals require continuing judgments about the collectability of the deferred payments and the value of any associated collateral. • OID instruments generally represent a significantly higher credit risk than coupon loans. • OID income received by us may create uncertainty about the source of our cash distributions to stockholders.
Any unrealized depreciation on investments that the foreign currency forward contracts are designed to hedge are not currently deductible for tax purposes. This can result in increased taxable income whereby we may not have sufficient cash to pay distributions or we may opt to retain such taxable income and pay a 4% U.S. federal excise tax.
Any unrealized depreciation on investments that the foreign currency forward contracts are designed to hedge are not currently deductible for tax purposes. This can result in increased taxable income whereby we may not have sufficient cash to pay distributions or we may opt to retain such taxable income and pay a 4% nondeductible U.S. federal excise tax.
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, of if regulatory review processes extend longer than anticipated, and the companies need continued funding for their operations during these times.
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, or if regulatory review processes extend longer than anticipated, and the companies need continued funding for their operations during these times.
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 sell.
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.
Our ability to achieve our investment objective 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 ability to achieve our investment objectives 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.
The terms of equipment financings 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 for these items of equipment.
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.
We have elected to be treated, currently qualify, and intend to qualify annually as, a RIC under Subchapter M of the Code; however, no assurance can be given that we will be able to qualify for and maintain RIC status.
We have elected to be treated, and intend to qualify annually, as a RIC under Subchapter M of the Code; however, no assurance can be given that we will be able to qualify for and maintain RIC status.
Moreover, it might not be possible to hedge against an exchange rate or interest rate fluctuation that was so generally anticipated that we would not be able to enter into a hedging transaction at an acceptable price. 47 Table of Contents While we may enter into such transactions to seek to reduce currency exchange rate and interest rate risks, unanticipated changes in currency exchange rates or interest rates could result in poorer overall investment performance than if we had not engaged in any such hedging transactions.
Moreover, it might not be possible to hedge against an exchange rate or interest rate fluctuation that was so generally anticipated that we would not be able to enter into a hedging transaction at an acceptable price. 48 Table of Contents While we may enter into such transactions to seek to reduce currency exchange rate and interest rate risks, unanticipated changes in currency exchange rates or interest rates could result in poorer overall investment performance than if we had not engaged in any such hedging transactions.
These risks include changes in exchange control regulations, political and social instability, expropriation, imposition of foreign taxes (potentially at confiscatory levels), 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.
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.
If we are not able to obtain cash from other sources, and choose not to make a qualifying share distribution, we may fail to qualify for RIC tax treatment and thus become subject to U.S. federal income tax at corporate tax rates. 60 Table of Contents We may choose to pay a portion of our distributions in our own stock, in which case you may be required to pay tax in excess of the cash you receive.
If we are not able to obtain cash from other sources, and choose not to make a qualifying share distribution, we may fail to qualify for RIC tax treatment and thus become subject to U.S. federal income tax at corporate tax rates. 59 Table of Contents We may choose to pay a portion of our distributions in our own stock, in which case you may be required to pay tax in excess of the cash you receive.
There is no assurance that any share repurchase programs we implement will result in repurchases of our common stock or enhance long-term stockholder value, and repurchases, if any, could affect our stock price and increase its volatility and will diminish our cash reserves. On November 7, 2024, the Board authorized a 12-month share repurchase program.
There is no assurance that any share repurchase programs we implement will result in repurchases of our common stock or enhance long-term stockholder value, and repurchases, if any, could affect our stock price and increase its volatility and will diminish our cash reserves. On November 7, 2024, the Board authorized a 12-month share repurchase program (the “2024 Repurchase Program”).
Upon the occurrence of a Change of Control Repurchase Event (as defined in the respective indenture that governs the August 2026 Notes and the December 2026 Notes or the Note Purchase Agreement that governs the Series A Notes), subject to certain conditions, we will be required to offer to repurchase all outstanding August 2026 Notes, December 2026 Notes or Series A Notes, as applicable, at 100% of their principal amount, plus accrued and unpaid interest.
Upon the occurrence of a Change of Control Repurchase Event (as defined in the respective indenture that governs the August 2026 Notes, the December 2026 Notes and the July 2030 Notes, or the Note Purchase Agreement that governs the Series A Notes), subject to certain conditions, we will be required to offer to repurchase all outstanding August 2026 Notes, December 2026 Notes, July 2030 Notes or Series A Notes, as applicable, at 100% of their principal amount, plus accrued and unpaid interest.
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 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.
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.
Due to the lack of liquidity of the debt and equity and equity-related investments that we typically hold in our portfolio companies, we may not be able to dispose of our investments in the event we disagree with the actions of a portfolio company and may therefore suffer a decrease in the value of our investments. 45 Table of Contents Loans may become non-performing for a variety of reasons.
Due to the lack of liquidity of the debt and equity and equity-related investments that we typically hold in our portfolio companies, we may not be able to dispose of our investments in the event we disagree with the actions of a portfolio company and may therefore suffer a decrease in the value of our investments. 46 Table of Contents Loans may become non-performing for a variety of reasons.
If the holders of the August 2026 Notes, December 2026 Notes and/or the Series A Notes, as applicable, exercise their right to require us to repurchase all of such notes upon a Change of Control Repurchase Event, the financial effect of this repurchase could cause a default under our existing or future debt instruments, even if the Change of Control Repurchase Event itself would not cause a default.
If the holders of the August 2026 Notes, December 2026 Notes, July 2030 Notes and/or the Series A Notes, as applicable, exercise their right to require us to repurchase all of such notes upon a Change of Control Repurchase Event, the financial effect of this repurchase could cause a default under our existing or future debt instruments, even if the Change of Control Repurchase Event itself would not cause a default.
Artificial intelligence, including machine learning and similar tools and technologies that collect, aggregate, analyze or generate data or other materials, or collectively, AI, and its current and potential future applications including in the private investment and financial industries, as well as the legal and regulatory frameworks within which AI operates, continue to rapidly evolve.
Technological innovations, including artificial intelligence and machine learning and similar tools and technologies that collect, aggregate, analyze or generate data or other materials, or collectively, AI, and its current and potential future applications including in the private investment and financial industries, as well as the legal and regulatory frameworks within which AI operates, continue to rapidly evolve.
These arrangements may result in contingent liabilities that ultimately result in funding obligations that we must satisfy through our return of distributions previously made to us. 46 Table of Contents We may not realize gains from our equity and equity-related investments. We have made, and may in the future, make investments that include warrants or other equity or equity-related securities.
These arrangements may result in contingent liabilities that ultimately result in funding obligations that we must satisfy through our return of distributions previously made to us. 47 Table of Contents We may not realize gains from our equity and equity-related investments. We have made, and may in the future, make investments that include warrants or other equity or equity-related securities.
We have invested in the JV and other entities and may in the future invest alongside third parties through additional joint ventures, partnerships or other entities.
We have invested in Joint Ventures and other entities and may in the future invest alongside third parties through additional joint ventures, partnerships or other entities.
Termination of any such investment management 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 operations Risks Related to Our Investments Our investment strategy focuses on growth-oriented companies, which are subject to many risks, including dependence on the need to raise additional capital, volatility, intense competition, shortened product life cycles, changes in regulatory and governmental programs, periodic downturns, below investment grade ratings, which could cause you to lose all or part of your investment in us.
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 operations. 33 Table of Contents Risks Related to Our Investments Our investment strategy focuses on growth-oriented companies, which are subject to many risks, including dependence on the need to raise additional capital, volatility, intense competition, shortened product life cycles, changes in regulatory and governmental programs, periodic downturns, below investment grade ratings, which could cause you to lose all or part of your investment in us.
There currently is no active public trading market for the August 2026 Notes, the December 2026 Notes and the Series A Notes. We do not currently intend to apply for listing of any such notes on any securities exchange or for quotation of any such notes on any automated dealer quotation system.
There currently is no active public trading market for the August 2026 Notes, the December 2026 Notes, the July 2030 Notes and the Series A Notes. We do not currently intend to apply for listing of any such notes on any securities exchange or for quotation of any such notes on any automated dealer quotation system.
As such, other creditors may rank senior to us in the event of an insolvency, bankruptcy or liquidation. In addition, investing in small, fast-growing, private companies involves a number of significant risks, including the following: • these companies may have limited financial resources and may be unable to meet their obligations under their debt securities that we hold.
As such, other creditors may rank senior to us in the event of an insolvency, bankruptcy or liquidation. 37 Table of Contents In addition, investing in small, fast-growing, private companies involves a number of significant risks, including the following: • these companies may have limited financial resources and may be unable to meet their obligations under their debt securities that we hold.
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 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 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.
Secured indebtedness, including the indebtedness under the KeyBank Credit Facility, is effectively senior to the Notes and the Series A Notes to the extent of the value of the assets securing such indebtedness. 53 Table of Contents The Notes and the Series A Notes are structurally subordinated to the indebtedness and other liabilities of our subsidiaries.
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. 53 Table of Contents The Notes and the Series A Notes are structurally subordinated to the indebtedness and other liabilities of our subsidiaries.
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 Facility and any successor or additional credit facility, will be deemed a senior security of us; • sell assets (other than certain limited restrictions on our ability to consolidate, merge or sell all or substantially all of our assets); • create liens (including liens on the shares of our subsidiaries) or enter into sale and lease back transactions; • enter into transactions with affiliates; • make investments; or • create restrictions on the payment of dividends or other amounts to us from our subsidiaries.
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 Facility, the KeyBank Secured Term Loan Facility, and any successor or additional credit facilities, will be deemed a senior security of us; • sell assets (other than certain limited restrictions on our ability to consolidate, merge or sell all or substantially all of our assets); • create liens (including liens on the shares of our subsidiaries) or enter into sale and lease back transactions; • enter into transactions with affiliates; • make investments; or • create restrictions on the payment of dividends or other amounts to us from our subsidiaries.
Treasury regulations as “passive foreign investment companies” and/or “controlled foreign corporations.” The rules relating to investment in these types of non-U.S. entities are designed to ensure that U.S. taxpayers are either, in effect, taxed currently (or on an accelerated basis with respect to 59 Table of Contents corporate-level events) or taxed at increased tax rates at distribution or disposition.
Treasury regulations as “passive foreign investment companies” and/or “controlled foreign corporations.” The rules relating to investment in these types of non-U.S. entities are designed to ensure that U.S. taxpayers are either, in effect, taxed currently (or on an accelerated basis with respect to corporate-level events) or taxed at increased tax rates at distribution or disposition.
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 Notes and/or the Series A Notes.
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 KeyBank Secured Term Loan Facility, the Notes, and/or the Series A Notes.
See “ We may not be able to repurchase either of the August 2026 Notes or the December 2026 Notes upon a Change of Control Repurchase Event. ” Furthermore, the Notes and the terms of their respective indentures do not protect holders of such notes in the event that we experience changes (including significant adverse changes) in our financial condition, results of operations or credit ratings, as they do not require that we or our subsidiaries adhere to any financial tests or ratios or specified levels of net worth, revenues, income, cash flow, or liquidity.
See “ We may not be able to repurchase the August 2026 Notes, the December 2026 Notes, the July 2030 Notes or the Series A Notes upon a Change of Control Repurchase Event. ” Furthermore, the Notes and the terms of their respective indentures do not protect holders of such notes in the event that we experience changes (including significant adverse changes) in our financial condition, results of operations or credit ratings, as they do not require that we or our subsidiaries adhere to any financial tests or ratios or specified levels of net worth, revenues, income, cash flow, or liquidity.
In addition, persons with whom members of our management team have relationships are not obligated to provide us with investment opportunities and, therefore, there is no assurance that such relationships will lead to the origination of debt or other investments. 24 Table of Contents Our financial condition and results of operations depend on our ability to manage our business effectively.
In addition, persons with whom members of our management team have relationships are not obligated to provide us with investment opportunities and, therefore, there is no assurance that such relationships will lead to the origination of debt or other investments. Our financial condition and results of operations depend on our ability to manage our business effectively.
Any public health emergency, including outbreak of existing or new epidemic diseases, or the threat thereof, and the resulting financial and economic market uncertainty could have a significant adverse impact on us and the fair value of our investments and our portfolio companies. 63 Table of Contents We are subject to risks related to corporate social responsibility.
Any public health emergency, including outbreak of existing or new epidemic diseases, or the threat thereof, and the resulting financial and economic market uncertainty could have a significant adverse impact on us and the fair value of our investments and our portfolio companies. We are subject to risks related to corporate social responsibility.
Refer to “Note 5 – Borrowings” in the notes to our consolidated financial statements included in this Annual Report on Form 10-K for additional information. 56 Table of Contents We may not be able to repurchase either of the August 2026 Notes, the December 2026 Notes or the Series A Notes upon a Change of Control Repurchase Event.
Refer to “Note 5 – Borrowings” in the notes to our consolidated financial statements included in this Annual Report on Form 10-K for additional information. 56 Table of Contents We may not be able to repurchase the August 2026 Notes, the December 2026 Notes, the July 2030 Notes or the Series A Notes upon a Change of Control Repurchase Event.
Credit ratings are not a recommendation to buy, sell or hold any security, and may be subject to revision or withdrawal at any time by the issuing organization in its sole discretion. There can be no assurance that a credit rating will remain for any given period of time. 58 Table of Contents U.S.
Credit ratings are not a recommendation to buy, sell or hold any security, and may be subject to revision or withdrawal at any time by the issuing organization in its sole discretion. There can be no assurance that a credit rating will remain for any given period of time. U.S.
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. 42 Table of Contents If our portfolio companies are unable to commercialize their technologies, products, business concepts or services, the returns on our investments could be adversely affected.
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. If our portfolio companies are unable to commercialize their technologies, products, business concepts or services, the returns on our investments could be adversely affected.
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 Notes, the Series A Notes and/or any other outstanding indebtedness we may incur in the future.
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.
Consequently, the Notes and the Series A Notes are structurally subordinated, or junior, to the KeyBank Credit 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.
Consequently, the Notes and the Series A Notes are structurally subordinated, or junior, to the KeyBank Credit Facility, 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.
Additionally, adverse economic conditions or other factors particularly affecting a specific region could increase the risk of loss on our investments. 35 Table of Contents Our investments in leveraged portfolio companies may be risky, and we could lose all or part of our investment. Investment in leveraged companies involves a number of significant risks.
Additionally, adverse economic conditions or other factors particularly affecting a specific region could increase the risk of loss on our investments. Our investments in leveraged portfolio companies may be risky, and we could lose all or part of our investment. Investment in leveraged companies involves a number of significant risks.
Because the number of shares of common stock that could be so issued and the timing of any issuance is not currently known, the actual dilutive effect cannot be predicted. 51 Table of Contents Sales of substantial amounts of our common stock in the public market may have an adverse effect on the market price of our common stock.
Because the number of shares of common stock that could be so issued and the timing of any issuance is not currently known, the actual dilutive effect cannot be predicted. Sales of substantial amounts of our common stock in the public market may have an adverse effect on the market price of our common stock.
Because of the control we may cede to senior lenders under intercreditor agreements we may enter, we may be unable to realize the proceeds of any collateral securing some of our loans. If the assets securing the loans that we make decrease in value, then we may lack sufficient collateral to cover losses.
Because of the control we may cede to senior lenders under intercreditor agreements we may enter, we may be unable to realize the proceeds of any collateral securing some of our loans. 39 Table of Contents If the assets securing the loans that we make decrease in value, then we may lack sufficient collateral to cover losses.
Any of the foregoing events could negatively affect both the portfolio company’s ability to service our debt investment and the value of any related debt and equity securities that we own, as well as any collateral securing our investment. The lack of liquidity in our investments may adversely affect our business.
Any of the foregoing events could negatively affect both the portfolio company’s ability to service our debt investment and the value of any related debt and equity securities that we own, as well as any collateral securing our investment. 44 Table of Contents The lack of liquidity in our investments may adversely affect our business.
Currently, we have secured indebtedness outstanding under the KeyBank Credit Facility and unsecured indebtedness outstanding related to the Notes and the Series A Notes, and may incur additional indebtedness in the future.
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.
Provisions in our existing and future credit facilities may limit our operations. At our discretion, we have utilized and may continue to utilize the leverage available under the KeyBank Credit Facility for investment and operating purposes. Additionally, we may in the future enter into additional credit facilities.
Provisions in our existing and future credit facilities may limit our operations. 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.
In seeking equipment financing transactions, we will compete with financial institutions, manufacturers and public and private leasing companies, many of which may have greater financial resources than us. Some types of equipment are under special government regulation which may make the equipment more costly to acquire, own, maintain under equipment financings and sell.
In seeking equipment financing transactions, we will compete with financial institutions, manufacturers and public and private leasing companies, many of which may have greater financial resources than us. 34 Table of Contents 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.
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 are subject to risks associated with investing alongside other third parties.
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. 42 Table of Contents We are subject to risks associated with investing alongside other third parties.
Investors are urged to consult with their tax advisor regarding tax legislative, regulatory, or administrative developments and proposals and their potential effect on an investment in our common stock. We may have difficulty paying our required distributions if we recognize income before, or without, receiving cash representing such income.
Investors are urged to consult with their tax advisor regarding tax legislative, regulatory, or administrative developments and proposals and their potential effect on an investment in our common stock. 58 Table of Contents We may have difficulty paying our required distributions if we recognize income before, or without, receiving cash representing such income.
Under the program, we may repurchase, during the 12-month period commencing on November 7, 2024, up to $30.0 million in the aggregate of our outst anding common stock in the open market at prices from time to time, provided that we comply with applicable policies and laws, including certain price, market, volume, and timing constraints specified in Rule 10b-18 of the Exchange Act.
Under the 2024 Repurchase Program, we were authorized to repurchase, during the 12-month period commencing on November 7, 2024, up to $30.0 million in the aggregate of our outst anding common stock in the open market at prices from time to time, provided that we complied with applicable policies and laws, including certain price, market, volume, and timing constraints specified in Rule 10b-18 of the Exchange Act.
We may need to refinance all or a portion of our indebtedness, including under the KeyBank Credit 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.
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.
As a result, our exposure to losses may be increased, which could result in an adverse impact on our revenues, net income and net asset value. 37 Table of Contents Second priority liens on collateral securing loans that we make to our portfolio companies may be subject to control by senior creditors with first priority liens.
As a result, our exposure to losses may be increased, which could result in an adverse impact on our revenues, net income and net asset value. Second priority liens on collateral securing loans that we make to our portfolio companies may be subject to control by senior creditors with first priority liens.
The timing, manner, price and amount of any share repurchases will be 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 timing, manner, price and amount of any share repurchases was 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.
Furthermore, if we cannot successfully operate our business or implement our investment policies and strategies, it could negatively impact our ability to pay distributions or other distributions and you may lose all or part of your investment. We are subject to certain regulatory restrictions that may adversely affect our business.
Furthermore, if we cannot successfully operate our business or implement our investment policies and strategies, it could negatively impact our ability to pay dividends or other distributions and you may lose all or part of your investment. 24 Table of Contents We are subject to certain regulatory restrictions that may adversely affect our business.
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 we may borrow from and issue senior debt securities to banks, insurance companies and other lenders or investors.
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.
The use, maintenance and ownership of certain types of equipment 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.
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.
We issued the August 2026 Notes, the December 2026 Notes, the March 2029 Notes, the September 2029 Notes (collectively, the “Notes”) and the Series A Notes and entered into the KeyBank Credit Facility through our wholly owned subsidiary, TCF, 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.
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 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 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.
Such market conditions may materially and adversely affect debt and equity capital markets in the United States and abroad, which may have a negative impact on our business and operations. From time-to-time, capital markets may experience periods of disruption and instability, including as experienced during portions of the last four fiscal years.
Such market conditions may materially and adversely affect debt and equity capital markets in the United States and abroad, which may have a negative impact on our business and operations. From time-to-time, capital markets may experience periods of disruption and instability, including as experienced during recent years.
Because the KeyBank Credit Facility and the Note Purchase Agreement each have, and any future debt will likely have, customary cross-default and cross-acceleration provisions, if the indebtedness thereunder or under any future credit facility is accelerated, we may be unable to repay or finance the amounts due.
Because the KeyBank Credit Facility , the KeyBank Secured Term Loan Facility, and th e Note Purchase Agreement each have, and any future debt will likely have, customary cross-default and cross-acceleration provisions, if the indebtedness thereunder or under any future credit facility is accelerated, we may be unable to repay or finance the amounts due.
These factors could adversely affect our investment returns as compared to companies investing primarily in the securities of public companies. 36 Table of Contents Senior Secured Loans.
These factors could adversely affect our investment returns as compared to companies investing primarily in the securities of public companies. Senior Secured Loans.
If we are unable to repay debt, lenders having secured obligations, including under the KeyBank Credit Facility, could proceed against the collateral securing the debt.
If we are unable to repay debt, lenders having secured obligations, including under the KeyBank Credit Facility and the KeyBank Secured Term Loan Facility, could proceed against the collateral securing the debt.
As a result, these earnings are not available to fund new investments. Regulations governing our operation as a BDC affect our ability to and the way in which we raise additional capital.
As a result, these earnings are not available to fund new investments. 25 Table of Contents Regulations governing our operation as a BDC affect our ability to and the way in which we raise additional capital.
No person or entity from which we borrow money will have a veto power or a vote in approving or changing any of our fundamental policies.
No person or entity from which we borrow money has a veto power or a vote in approving or changing any of our fundamental policies.
We and the Adviser Sub have implemented an allocation policy to ensure the equitable distribution of investment opportunities and, as a result, may be unable to participate in certain investments based upon such allocation policy. 32 Table of Contents Investments in the Adviser Funds in the form of loans may create conflicts of interests.
We and the Adviser Sub have implemented an allocation policy to promote the equitable distribution of investment opportunities and, as a result, may be unable to participate in certain investments based upon such allocation policy. Investments in the Adviser Funds in the form of loans may create conflicts of interests.
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, which may reduce our return on equity.
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 or to our funds, which may reduce our return on equity or management fees, respectively.
President and others in the executive branch, and new laws, regulations and interpretations could also come into effect. 65 Table of Contents Changes to the laws and regulations governing our permitted investments may require a change to our investment strategy.
President and others in the executive branch, and new laws, regulations and interpretations could also come into effect. Changes to the laws and regulations governing our permitted investments may require a change to our investment strategy.
If we issue preferred stock or convertible debt securities, the net asset value of our common stock may become more volatile. We cannot assure you that the issuance of preferred stock and/or additional convertible debt securities would result in a higher yield or return to the holders of our common stock.
We cannot assure you that the issuance of preferred stock and/or additional convertible debt securities would result in a higher yield or return to the holders of our common stock. The issuance of preferred stock or additional convertible debt would likely cause the net asset value of our common stock to become more volatile.
We have applied for co-investment exemptive relief from the SEC that would require, 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.
We have been granted co-investment exemptive relief from the SEC that 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.
Distributions in excess of current and accumulated earnings and profits will be treated as a non-taxable return of capital to the extent of an investor’s adjusted tax basis in our stock and, assuming that an investor holds our stock as a capital asset, thereafter as a capital gain.
Distributions in excess of current and accumulated earnings and profits will be treated as a non-taxable return of capital to the extent of a stockholder’s adjusted tax basis in our stock and, assuming that a stockholder holds our stock as a capital asset, thereafter as a capital gain.
The terms of fund investment management agreements generally give the manager of the fund and the fund itself the right to terminate the investment management agreement in certain circumstances.
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 such agreements in certain circumstances.
All distributions will be paid at the discretion of the Board and will depend on our earnings, our financial condition, maintenance of our RIC status, compliance with applicable BDC regulations and such other factors as the Board may deem relevant from time to time.
All distributions will be paid at the discretion of the Board and will depend on our earnings, our financial condition, maintenance of our RIC status, compliance with applicable BDC regulations and such other factors as the Board may deem relevant from time to time. We cannot assure you that we will pay distributions to our stockholders.
In addition, other debt we issue or incur in the future could contain more protections for its holders than the Notes, including under the respective indentures of such notes, including additional covenants and events of default.
Certain of our current debt instruments include more protections for their holders than the Notes, including under the respective indentures of such notes. In addition, other debt we issue or incur in the future could contain more protections for its holders than the Notes, including under the respective indentures of such notes, including additional covenants and events of default.
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. We invest through joint ventures.
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.
These factors include: • changes in the value of our portfolio of investments and derivative instruments as a result of changes in market factors, such as interest rate shifts, and also portfolio specific performance, such as portfolio company defaults, among other reasons; • changes in regulatory policies or tax guidelines, particularly with respect to RICs or BDCs; • loss of RIC or BDC status; • distributions that exceed our net investment income and net income as reported according to GAAP; • changes in earnings or variations in operating results; • changes in accounting guidelines governing valuation of our investments; • any shortfall in revenue or net income or any increase in losses from levels expected by investors; • departure of key personnel; • general economic trends and other external factors; and • loss of a major funding source.
These factors include: • changes in the value of our portfolio of investments and derivative instruments as a result of changes in market factors, such as interest rate shifts, and also portfolio specific performance, such as portfolio company defaults, among other reasons; • changes in regulatory policies or tax guidelines, particularly with respect to RICs or BDCs; • loss of RIC or BDC status; • distributions that exceed our net investment income and net income as reported according to GAAP; • changes in earnings or variations in operating results; • changes in accounting guidelines governing valuation of our investments; • any shortfall in revenue or net income or any increase in losses from levels expected by investors; • departure of key personnel; • general economic trends and other external factors; and • loss of a major funding source. 52 Table of Contents If we issue preferred stock or convertible debt securities, the net asset value of our common stock may become more volatile.
For example, as of December 31, 2024, our largest industry concentrations of our total investments at fair value were in the Finance and Insurance industry, which represented 18.7%; and Medical Devices industry, which represented approximately 10.0%.
For example, as of December 31, 2025, our largest industry concentrations of our total investments at fair value were in the Finance and Insurance industry, which represented 15.1%; and Medical Devices industry, which represented approximately 10.0%.
We incur significant additional annual expenses related to these steps and, among other things, directors’ and officers’ liability insurance, director fees, reporting requirements of the SEC, transfer agent fees, additional administrative expenses, increased auditing and legal fees and similar expenses.
We incur significant additional annual expenses related to these steps and, among other things, directors’ and officers’ liability insurance, director fees, reporting requirements of the SEC, transfer agent fees, additional administrative expenses, increased auditing and legal fees and similar expenses. We may experience fluctuations in our operating results.
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. 25 Table of Contents We may need to raise additional capital to grow because we must distribute most of our income.
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 and/or further reduce our opportunities to make investments. We may need to raise additional capital to grow because we must distribute most of our income.
Since 2020, the U.S. capital markets have experienced extreme volatility and disruption, as evidenced by the volatility in global stock markets as a result of, among other things, supply chain disruptions, interest rate and inflation rate environments, and the fluctuating price of commodities such as oil.
From time to time, the U.S. capital markets have experienced extreme volatility and disruption, as evidenced by the volatility in global stock markets as a result of, among other things, supply chain disruptions, interest rate and inflation rate environments, tariffs and global trade negotiations, and the fluctuating price of commodities such as oil.
Under a typical intercreditor agreement, at any time that obligations that have the benefit of the first-priority liens are outstanding, any of the following actions that may be taken in respect of the collateral will be at the direction of the holders of the obligations secured by the first-priority liens: • the ability to cause the commencement of enforcement proceedings against the collateral; • the ability to control the conduct of such proceedings; • the approval of amendments to collateral documents; • releases of liens on the collateral; and • waivers of past defaults under collateral documents. 39 Table of Contents We may not have the ability to control or direct such actions, even if our rights are adversely affected.
Under a typical intercreditor agreement, at any time that obligations that have the benefit of the first-priority liens are outstanding, any of the following actions that may be taken in respect of the collateral will be at the direction of the holders of the obligations secured by the first-priority liens: • the ability to cause the commencement of enforcement proceedings against the collateral; • the ability to control the conduct of such proceedings; • the approval of amendments to collateral documents; • releases of liens on the collateral; and • waivers of past defaults under collateral documents.
This decline in net asset value would also tend to cause a greater decline in the market price, if any, for our common stock. 52 Table of Contents There is also a risk that, in the event of a sharp decline in the value of our net assets, we would be in danger of failing to maintain required asset coverage ratios, which may be required by the preferred stock or convertible debt, or our current investment income might not be sufficient to meet the dividend requirements on the preferred stock or the interest payments on the debt securities.
There is also a risk that, in the event of a sharp decline in the value of our net assets, we would be in danger of failing to maintain required asset coverage ratios, which may be required by the preferred stock or convertible debt, or our current investment income might not be sufficient to meet the dividend requirements on the preferred stock or the interest payments on the debt securities.
Economic recessions or downturns could impair our portfolio companies and harm our operating results. Some of our portfolio companies may be susceptible to economic slowdowns or recessions and may be unable to repay our debt investments during periods of economic recession or downturn.
Some of our portfolio companies may be susceptible to economic slowdowns or recessions and may be unable to repay our debt investments during periods of economic recession or downturn.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties We do not own any real estate or other physical properties materially important to our operations. Currently, we lease office space in Phoenix, Arizona for our corporate headquarters. We also lease office space in San Diego, California.
Biggest changeItem 2. Properties We do not own any real estate or other physical properties materially important to our operations. Currently, we lease office space in Phoenix, Arizona for our corporate headquarters. We also lease office space in San Diego, California and London, United Kingdom.
We believe that our office facilities are suitable and adequate for our business as it is contemplated to be conducted. 69 Table of Contents
We believe that our office facilities are suitable and adequate for our business as it is contemplated to be conducted. 67 Table of Contents

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeInformation relating to repurchases of our common stock during the year ended December 31, 2024 is as follows: Total Number of Approximate Dollar Shares Purchased as Value of Shares that Part of Publicly May Yet Be Purchased Average Price Announced Plans or Under the Stock Period Paid per Share Programs Repurchase Program January 1 through March 31, 2024 $ — $ — $ — April 1 through June 30, 2024 — — — July 1 through September 30, 2024 — — — October 1 through December 31, 2024 — — 30,000,000 Total $ — $ — $ 30,000,000 72 Table of Contents Distribution Policy In order to be subject to tax as a RIC, we must distribute to our stockholders, in respect of each taxable year, dividends for U.S. federal income tax purposes of an amount generally at least equal to the Annual Distribution Requirement.
Biggest changeDistribution Policy In order to be subject to tax as a RIC, we must distribute to our stockholders, in respect of each taxable year, dividends for U.S. federal income tax purposes of an amount generally at least equal to the Annual Distribution Requirement.
However, as a RIC we will be subject to a 4% non-deductible U.S. federal excise tax on certain undistributed income and gains unless we make distributions treated as dividends for U.S. federal income tax purposes in a timely manner to our stockholders in respect of each calendar year of an amount at least equal to the Excise Tax Avoidance Requirement.
However, as a RIC we will be subject to a 4% nondeductible U.S. federal excise tax on certain undistributed income and gains unless we make distributions treated as dividends for U.S. federal income tax purposes in a timely manner to our stockholders in respect of each calendar year of an amount at least equal to the Excise Tax Avoidance Requirement.
Our ability to make distributions will be limited by the asset coverage requirements under the 1940 Act. See “Item 1. Business— Regulation.” Our Board maintains a variable distribution policy with the objective of distributing four quarterly distributions in an amount that approximates 90-100% of our taxable quarterly income or potential annual income for a particular taxable year.
Our ability to make distributions will be limited by the asset coverage requirements under the 1940 Act. See “Item 1. Business— Regulation.” 70 Table of Contents Our Board maintains a variable distribution policy with the objective of making distributions in an amount that approximates 90-100% of our taxable quarterly income or potential annual income for a particular taxable year.
As a result, if we declare a cash distribution, our stockholders who have not “opted out” of the DRIP by the opt out date will have their cash distribution automatically reinvested into additional shares of our common stock.
As a result, if we declare a cash distribution (net of applicable withholding tax), our stockholders who have not “opted out” of the DRIP by the opt out date will have their cash distribution automatically reinvested into additional shares of our common stock.
The net asset values shown are based on outstanding shares at the end of the relevant quarter. (2) Calculated as the respective high or low closing sales price less net asset value, divided by net asset value (in each case, as of the applicable quarter). (3) Represents the dividend or distribution declared in the relevant quarter.
The net asset values shown are based on outstanding shares at the end of the relevant quarter. (2) Calculated as the respective high or low closing sales price less net asset value, divided by net asset value (in each case, as of the applicable quarter).
As of February 24, 2025, we had approximately 49 stockholders of record, which does not include stockholders for whom shares are held in nominee or “street” name.
As of February 23, 2026, we had approximately 43 stockholders of record, which does not include stockholders for whom shares are held in nominee or “street” name.
The performance graph and other information furnished under Part II. Item 5 of this Form 10-K shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act.
Item 5 of this Form 10-K shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act.
Price Range Class and Period Net Asset Value (1) High Low High Sales Price Premium (Discount) to Net Asset Value (2) Low Sales Price Premium (Discount) to Net Asset Value (2) Cash Dividend Per Share (3) Year Ending December 31, 2025 First Quarter (through February 24, 2025) * $ 16.21 $ 14.26 * * * Year Ending December 31, 2024 Fourth Quarter $ 13.35 $ 14.87 $ 13.11 11.4 % ( 1.8 ) % $ 0.51 Third Quarter $ 13.13 $ 14.74 $ 13.57 12.3 % 3.4 % $ 0.51 Second Quarter $ 13.12 $ 15.26 $ 14.03 16.3 % 7.0 % $ 0.51 First Quarter $ 12.88 $ 15.08 $ 13.68 17.1 % 6.2 % $ 0.51 Year Ending December 31, 2023 Fourth Quarter $ 13.19 $ 15.40 $ 13.33 16.7 % 1.0 % $ 0.50 Third Quarter $ 13.17 $ 15.29 $ 13.75 16.1 % 4.4 % $ 0.54 (4) Second Quarter $ 13.15 $ 13.91 $ 11.36 5.8 % ( 13.6 ) % $ 0.53 (4) First Quarter $ 13.07 $ 14.26 $ 10.91 9.1 % ( 16.5 ) % $ 0.47 (1) Net asset value per share is determined as of the last day in the relevant quarter and therefore may not reflect the net asset value per share on the date of the high and low closing sales prices.
Price Range Class and Period Net Asset Value (1) High Low High Sales Price Premium (Discount) to Net Asset Value (2) Low Sales Price Premium (Discount) to Net Asset Value (2) Cash Dividend Per Share (3) Year Ending December 31, 2026 First Quarter (through February 23, 2026) * $ 17.06 $ 14.70 * * * Year Ending December 31, 2025 Fourth Quarter $ 13.42 $ 15.56 $ 14.28 15.9 % 6.4 % $ 0.51 Third Quarter $ 13.31 $ 16.47 $ 14.04 23.7 % 5.5 % $ 0.51 Second Quarter $ 13.27 $ 15.52 $ 13.53 16.9 % 1.9 % $ 0.51 First Quarter $ 13.05 $ 16.56 $ 14.26 26.9 % 9.3 % $ 0.51 Year Ending December 31, 2024 Fourth Quarter $ 13.35 $ 14.87 $ 13.11 11.4 % ( 1.8 ) % $ 0.51 Third Quarter $ 13.13 $ 14.74 $ 13.57 12.3 % 3.4 % $ 0.51 Second Quarter $ 13.12 $ 15.26 $ 14.03 16.3 % 7.0 % $ 0.51 First Quarter $ 12.88 $ 15.08 $ 13.68 17.1 % 6.2 % $ 0.51 (1) Net asset value per share is determined as of the last day in the relevant quarter and therefore may not reflect the net asset value per share on the date of the high and low closing sales prices.
The graph measures total shareholder return, which takes into account both changes in stock price and distributions. It assumes that distributions paid are reinvested in like securities prior to any tax effect. The stock price performance included in the above performance graph is based on historical data and is not necessarily indicative of future stock performance.
It assumes that distributions paid are reinvested in like securities prior to any tax effect. The stock price performance included in the above performance graph is based on historical data and is not necessarily indicative of future stock performance. The performance graph and other information furnished under Part II.
(4) Consists of a quarterly dividend and a supplemental dividend. * Not determined at time of filing. 71 Table of Contents Shares of BDCs may trade at a market price that is less than the value of the net assets attributable to those shares.
(3) Represents the dividend or distribution(s) declared in the relevant quarter. * Not determined at time of filing. 69 Table of Contents Shares of BDCs may trade at a market price that is less than the value of the net assets attributable to those shares.
On February 24, 2025, the last reported closing sales price of our common stock on Na sdaq was $ 15.93 per share, which represented a premium of approximately 19.3 % to our net asset value per share of $ 13.35 as of December 31, 2024.
On February 23, 2026, the last reported closing sales price of our common stoc k on Nasdaq was $ 14.70 per share, which represented a premium of approximately 9.5 % to our net asset value per share of $ 13.42 as of December 31, 2025.
During 2024, 2023, and 2022, we issued 90,245, 165,962 and 187,923 shares, respectively, of common stock to stockholders in connection with the dividend reinvestment plan. Unregistered Sales of Equity Securities During the year ended December 31, 2024, we issued 90,245 shares of common stock for a total of approximately $1.3 million under the DRIP.
Unregistered Sales of Equity Securities During the year ended December 31, 2025, we issued 94,569 shares of common stock for a total of approximately $1.4 million under the DRIP. During the year ended December 31, 2024, we issued 90,245 shares of common stock for a total of approximately $1.3 million under the DRIP.
Under the 2022 Repurchase Program, the Company did not repurchase common stock during the year ended December 31, 2024 and repurchased $1.0 million of common stock during the year ended December 31, 2023. The 2022 Repurchase Program was not renewed by the Board of Directors, and expired on November 11, 2023.
Under the 2024 Repurchase Program, the Company did not repurchase common stock during the years ended December 31, 2025 and 2024. The 2024 Share Repurchase Program expired on November 7, 2025, and was not renewed.
On November 7, 2024, the Board authorized a stock repurchase plan permitting the Company to repurchase up to $30.0 million of the Company’s common stock (the “2024 Repurchase Program”). Under the 2024 Repurchase Program, the Company did not repurchase common stock during the years ended December 31, 2024 and 2023.
During 2025, 2024, and 2023, we issued 94,569, 90,245 and 165,962 shares, respectively, of common stock to stockholders in connection with the dividend reinvestment plan. Issuer Purchases of Equity Securities On November 7, 2024, the Board authorized a stock repurchase plan permitting the Company to repurchase up to $30.0 million of the Company’s common stock (the “2024 Repurchase Program”).
These issuances were not subject to the registration requirements of the Securities Act. 73 Table of Contents Stock Performance Graph The following stock performance graph compares the cumulative stockholder return of an investment in our common stock, the NASDAQ Financial 100 Index, the S&P 500, the S&P BDC Index and an average of certain of our direct BDC peers.
Stock Performance Graph The following stock performance graph compares the cumulative stockholder return of an investment in our common stock, the NASDAQ Financial 100 Index, the S&P 500 and the S&P BDC Index. The graph measures total shareholder return, which takes into account both changes in stock price and distributions.
During the year ended December 31, 2023, we issued 165,962 shares of common stock for a total of approximately $2.2 million under the DRIP. On January 15, 2025, we issued 20,349 shares of our common stock pursuant to our distribution reinvestment plan, which related to the dividend declared on December 12, 2024.
On January 15, 2026, we issued 21,953 shares of our common stock pursuant to our distribution reinvestment plan, which related to the dividend declared on December 17, 2025. These issuances were not subject to the registration requirements of the Securities Act.
Removed
Issuer Purchases of Equity Securities On November 14, 2022, the Board authorized a stock repurchase plan permitting the Company to repurchase up to $25.0 million of the Company’s common stock (the “2022 Repurchase Program”).
Removed
The 2024 Share Repurchase Program is expected to be in effect until November 7, 2025, unless extended or until the aggregate repurchase amount that has been approved by the Board has been expended.
Removed
We maintain an “opt-out” dividend reinvestment plan that provides for reinvestment of our distribution on behalf of our stockholders, unless a stockholder elects to receive cash.
Removed
As a result, if our Board authorizes, and we declare a cash distribution, then our stockholders who have not “opted out” of our dividend reinvestment plan will have their cash distribution automatically reinvested in additional shares of our common stock, rather than receiving the cash distributions.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

73 edited+14 added−19 removed53 unchanged
Biggest changeSet 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, 2024 and December 31, 2023: December 31, 2024 December 31, 2023 Industry Cost Fair Value Cost Fair Value Finance and Insurance 18.1 % 18.7 % 10.6 % 10.5 % Medical Devices 9.7 % 10.0 % 5.2 % 5.5 % Green Technology 8.3 % 9.2 % 10.5 % 11.2 % SaaS 8.2 % 8.5 % 2.6 % 2.7 % Other Healthcare Services 8.1 % 8.3 % 0.0 % 0.0 % Space Technology 8.0 % 8.2 % 14.1 % 14.6 % Real Estate Technology 5.8 % 5.4 % 7.2 % 7.2 % Artificial Intelligence & Automation 4.7 % 4.9 % 2.6 % 2.7 % Healthcare Technology 4.5 % 4.2 % 6.8 % 6.6 % Biotechnology 3.2 % 3.4 % 4.3 % 4.4 % Consumer Products & Services 3.2 % 3.2 % 6.5 % 6.6 % Transportation Technology 3.6 % 2.4 % 3.4 % 3.1 % Marketing, Media, and Entertainment 2.2 % 2.2 % 3.7 % 3.7 % Connectivity 2.1 % 2.0 % 2.7 % 2.7 % Multi-Sector Holdings (1) 1.6 % 1.9 % 0.8 % 0.9 % Education Technology 1.9 % 1.7 % 1.4 % 1.2 % Human Resource Technology 1.9 % 1.7 % 2.4 % 2.4 % Supply Chain Technology 1.7 % 1.7 % 2.3 % 1.9 % Food and Agriculture Technologies 1.8 % 1.4 % 6.9 % 7.0 % Industrials 0.7 % 0.6 % 1.7 % 1.8 % Construction Technology 0.5 % 0.2 % 1.8 % 0.5 % Digital Assets Technology and Services 0.2 % 0.2 % 2.5 % 2.8 % Total 100.0 % 100.0 % 100.0 % 100.0 % (1) Multi-Sector Holdings consist of the Company's investments in Senior Credit Corp 2022 LLC, Trinity Capital Adviser LLC and EPT 16 LLC.
Biggest changeThe 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. 76 Table of Contents 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, 2025 and December 31, 2024: December 31, 2025 December 31, 2024 Industry Cost Fair Value Cost Fair Value Finance and Insurance 14.6 % 15.1 % 18.1 % 18.7 % Medical Devices 10.0 % 10.0 % 9.7 % 10.0 % SaaS 9.3 % 9.2 % 8.2 % 8.5 % Other Healthcare Services 9.1 % 9.2 % 8.1 % 8.3 % Green Technology 6.4 % 7.2 % 8.3 % 9.2 % Artificial Intelligence & Automation 6.2 % 6.2 % 4.7 % 4.9 % Space Technology 5.1 % 5.6 % 8.0 % 8.2 % Real Estate Technology 5.8 % 5.3 % 5.8 % 5.4 % Healthcare Technology 5.7 % 5.3 % 4.5 % 4.2 % Biotechnology 5.0 % 5.0 % 3.2 % 3.4 % Marketing, Media, and Entertainment 4.2 % 4.1 % 2.2 % 2.2 % Supply Chain Technology 4.1 % 3.9 % 1.7 % 1.7 % Transportation Technology 3.5 % 3.2 % 3.6 % 2.4 % Connectivity 3.3 % 2.9 % 2.1 % 2.0 % Consumer Products & Services 2.5 % 2.6 % 3.2 % 3.2 % Multi-Sector Holdings (1) 1.8 % 2.3 % 1.6 % 1.9 % Education Technology 1.1 % 0.8 % 1.9 % 1.7 % Food and Agriculture Technologies 0.3 % 0.6 % 1.8 % 1.4 % Diagnostics & Tools 0.6 % 0.6 % — — Human Resource Technology 0.7 % 0.5 % 1.9 % 1.7 % Digital Assets Technology and Services 0.2 % 0.2 % 0.2 % 0.2 % Construction Technology 0.4 % 0.1 % 0.5 % 0.2 % Industrials 0.1 % 0.1 % 0.7 % 0.6 % Total 100.0 % 100.0 % 100.0 % 100.0 % (1) Multi-Sector Holdings invest or manage investments in secured loans and equipment financings to growth-oriented companies that have been originated by the Company.
The information contained in this section should be read in conjunction with our consolidated financial statements and related notes thereto appearing elsewhere in this Annual Report on Form 10‑K. This discussion contained forward-looking statements based upon current expectations that involve risks and uncertainties.
The information contained in this section should be read in conjunction with our consolidated financial statements and related notes thereto appearing elsewhere in this Annual Report on Form 10‑K. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties.
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.
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 since the last valuation of the portfolio investment by an independent valuation firm.
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. 77 Table of Contents Fair value estimates are made at discrete points in time based on relevant information.
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. 74 Table of Contents Fair value estimates are made at discrete points in time based on relevant information.
Risk Factors.” Please refer to “Note 2 — Summary of Significant Accounting Policies” in the notes to the consolidated financial statements included in this Annual Report on Form 10-K for a discussion of our significant accounting policies. 76 Table of Contents Valuation of Investments The most significant estimate inherent in the preparation of the Company’s consolidated financial statements is the valuation of investments and the related amounts of unrealized appreciation and depreciation of investments recorded.
Risk Factors.” Please refer to “Note 2 — Summary of Significant Accounting Policies” in the notes to the consolidated financial statements included in this Annual Report on Form 10-K for a discussion of our significant accounting policies. 73 Table of Contents Valuation of Investments The most significant estimate inherent in the preparation of the Company’s consolidated financial statements is the valuation of investments and the related amounts of unrealized appreciation and depreciation of investments recorded.
Our investment committee reviews the recommendations and/or changes to the investment risk ratings, which are submitted on a quarterly basis to the Board and its audit committee. 81 Table of Contents For our investment risk rating system, we review seven different criteria and, based on our review of such criteria, we assign a risk rating on a scale of 1 to 5, as set forth in the following illustration.
Our investment committee reviews the recommendations and/or changes to the investment risk ratings, which are submitted on a quarterly basis to the Board and its audit committee. 78 Table of Contents For our investment risk rating system, we review seven different criteria and, based on our review of such criteria, we assign a risk rating on a scale of 1 to 5, as set forth in the following illustration.
Subject to the requirements of the 1940 Act, we are not limited to investing in any particular industry or geographic area and seek to invest in under-financed segments of the private credit markets. Our loans generally may have initial interest-only periods of up to 24 months, and our equipment financings generally begin amortizing immediately.
Subject to the requirements of the 1940 Act, we are not limited to investing in any particular industry or geographic area and seek to invest in under-financed segments of the private credit markets. Our loans generally may have initial interest-only periods of up to 36 months, and our equipment financings generally begin amortizing immediately.
Given the nature of lending to venture capital-backed 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.
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.
Portfolio Composition and Investment Activity Portfolio Composition As of December 31, 2024, our investment portfolio had an aggregate fair value of approximately $1,725.6 million and was comprised of approximately $1,286.7 million in secured loans, $315.5 million in equipment financings, and $123.4 million in equity and warrants, across 151 portfolio companies.
As of December 31, 2024, our investment portfolio had an aggregate fair value of approximately $1,725.6 million and was comprised of approximately $1,286.7 million in secured loans, $315.5 million in equipment financings, and $123.4 million in equity and warrants, across 151 portfolio companies.
Item 6. [ Reserved] 74 Table of Contents Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Except where the context suggests otherwise, the terms “we,” “us,” “our,” and “the Company” refer to Trinity Capital Inc. and its consolidated subsidiaries.
Item 6. [ Reserved] 71 Table of Contents Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Except where the context suggests otherwise, the terms “we,” “us,” “our,” and “the Company” refer to Trinity Capital Inc. and its consolidated subsidiaries.
For the year ended December 31, 2024, we experienced a net increase in cash and cash equivalents in the amount of $4.9 million, which is the net result of $322.2 million of cash provided by financing activities partially offset by $316.9 million of cash used in operating activities and $0.4 million of cash used in investing activities.
During the year ended December 31, 2024, we experienced a net increase in cash and cash equivalents in the amount of $4.9 million, which is the net result of $322.2 million of cash provided by financing activities partially offset by $316.9 million of cash used in operating activities and $0.4 million of cash used in investing activities.
The increase in investment income for the year ended December 31, 2024 is due to higher interest income and amortization of OID and EOT based on an increased principal value of income producing debt investments.
The increase in investment income for the year ended December 31, 2025 is due to higher interest income and amortization of OID and EOT based on an increased principal value of income producing debt investments.
From time to time, we may enter into additional credit facilities, increase the size of our existing KeyBank Credit 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.
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.
Prior to January 16, 2020, we had no operations, except for matters relating to our formation and organization as a BDC. 75 Table of Contents 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.
Prior to January 16, 2020, we had no operations, except for matters relating to our formation and organization as a BDC. 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.
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 the JV. Such fees are earned in the period that the services are rendered.
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 Senior Credit Corp. Such fees are earned in the period that the services are rendered.
Cash and cash equivalents, taken together with available borrowings under the KeyBank Credit Facility, as of December 2024, are expected to be sufficient for our investing activities and to conduct our operations in the near term and long term.
Cash and cash equivalents, taken together with available borrowings under the KeyBank Credit Facility, as of December 31, 2025 are expected to be sufficient for our investing activities and to conduct our operations in the near term and long term.
We have used, and expect to continue to use, our borrowings, including under the KeyBank Credit Facility or any future credit facility, as well as proceeds from the turnover of our portfolio to finance our investment objectives and activities.
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.
Results of Operations The following discussion and analysis of our results of operations encompasses our consolidated results for the years ended December 31, 2024 and 2023.
Results of Operations The following discussion and analysis of our results of operations encompasses our consolidated results for the years ended December 31, 2025 and 2024.
The Company recorded $1.6 million and $0.6 million in dividend income during the years ended December 31, 2024 and 2023, respectively. 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.
The Company recorded $3.7 million and $1.6 million in dividend income during the years ended December 31, 2025 and 2024, respectively. 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.
Financial Condition, Liquidity and Capital Resources 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 and the Series A Notes offering and borrowings under the KeyBank Credit Facility, each of which were outstanding as of December 31, 2024, as well as cash flows from our operations, including investment sales and repayments and income earned on investments and cash equivalents.
Financial Condition, Liquidity and Capital Resources 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, 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, 2025, as well as cash flows from our operations, including investment sales and repayments and income earned on investments and cash equivalents.
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. 86 Table of Contents As of December 2024 and December 31, 2023, we had approximately $487.0 million and $137.0 million, respectively, of available borrowings under the KeyBank Credit Facility, subject to its terms and regulatory requirements.
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. 83 Table of Contents As of December 31, 2025 and December 31, 2024, we had approximately $316.1 million and $487.0 million, respectively, of available borrowings under the KeyBank Credit Facility, subject to its terms and regulatory requirements.
Industry and sector concentrations will vary from period to period based on portfolio activity. As of December 31, 2024 and December 31, 2023, the Company’s ten largest portfolio companies represented approximately 26.7% and 31.6%, respectively, of the total fair value of the Company’s investments in portfolio companies.
Industry and sector concentrations will vary from period to period based on portfolio activity. As of December 31, 2025 and December 31, 2024, the Company’s ten largest portfolio companies collectively represented approximately 26.4% and 26.7%, respectively, of the total fair value of the Company’s investments in portfolio companies.
The increase in our operating expenses for the year ended December 31, 2024 is discussed with respect to each component of such expenses below. 83 Table of Contents Interest Expense and Other Debt Financing Costs 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% Convertible Notes due 2025 (the “Convertible Notes”).
The increase in our operating expenses for the year ended December 31, 2025 is discussed with respect to each component of such expenses below. 80 Table of Contents Interest Expense and Other Debt Financing Costs 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”).
Our general and administrative expenses totaled approximately $8.9 million and $6.6 million for the years ended December 31, 2024 and 2023, respectively. The increase in general and administrative expenses for the year ended December 31, 2024 was primarily due to additional office rent and related expenses.
Our general and administrative expenses totaled approximately $10.4 million and $8.9 million for the years ended December 31, 2025 and 2024, respectively. The increase in general and administrative expenses for the year ended December 31, 2025 was primarily due to additional office rent and related expenses.
As of December 2024 and December 31, 2023, we had cash and cash equivalents of $9.6 million and $4.8 million, respectively, of which $3.8 million and $3.1 million, respectively, was held in the Goldman Sachs Financial Square Government Institutional Fund.
As of December 31, 2025 and December 31, 2024, we had cash and cash equivalents of $19.1 million and $9.6 million, respectively, of which $0.1 million and $3.8 million, respectively, was held in the Goldman Sachs Financial Square Government Institutional Fund.
Net Operating Expenses and Excise Taxes 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 $121.8 million and $92.0 million for the years ended December 31, 2024 and 2023, respectively.
Net Operating Expenses and Excise Taxes 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 $149.6 million and $121.8 million for the years ended December 31, 2025 and 2024, respectively.
Interest expense and other debt financing costs on our borrowings totaled approximately $61.9 million and $44.3 million for the years ended December 31, 2024 and 2023, respectively. Our weighted average effective interest rate, comprised of interest and amortization of fees and discount, was approximately 7.6% and 7.2% for years ended December 31, 2024 and 2023.
Interest expense and other debt financing costs on our borrowings totaled approximately $80.6 million and $61.9 million for the years ended December 31, 2025 and 2024, respectively. Our weighted average effective interest rate, comprised of interest and amortization of fees and discount, was approximately 7.4% and 7.6% for years ended December 31, 2025 and 2024.
Net Increase (Decrease) in Net Assets Resulting from Operations and Earnings Per Share For the year ended December 31, 2024, basic and diluted net increase in net assets per common share was $2.19 and $2.10, respectively. For the year ended December 31, 2023, basic and diluted net decrease in net assets per common share was $1.98 and $1.89, respectively.
Net Increase (Decrease) in Net Assets Resulting from Operations and Earnings Per Share For the year ended December 31, 2025, both the basic and diluted net increase in net assets per common share was $1.96. For the year ended December 31, 2024, basic and diluted net decrease in net assets per common share was $2.19 and $2.10, respectively.
Employee Compensation and Benefits Employee compensation and benefits totaled approximately $43.5 million and $33.1 million for the years ended December 31, 2024 and 2023, respectively. The increase in employee compensation expenses for the year ended December 31, 2024 relates primarily to the increased variable compensation related to higher headcount and stock-based compensation.
Employee Compensation and Benefits Employee compensation and benefits totaled approximately $51.4 million and $43.5 million for the years ended December 31, 2025 and 2024, respectively. The increase in employee compensation expenses for the year ended December 31, 2025 relates primarily to the increased variable compensation related to a higher headcount and stock-based compensation.
As of December 31, 2024 and 2023, the Company had 88 and 68 employees, respectively. Professional Fees Expenses Professional fees expenses, consisting of legal fees, accounting fees, third-party valuation fees, and talent acquisition fees totaled approximately $5.3 million and $5.4 million for the years ended December 31, 2024 and 2023, respectively.
As of December 31, 2025 and 2024, the Company had 106 and 88 employees, respectively. Professional Fees Expenses Professional fees expenses, consisting of legal fees, accounting fees, third-party valuation fees, and talent acquisition fees totaled approximately $7.6 million and $5.3 million for the years ended December 31, 2025 and 2024, respectively.
As of December 31, 2023, loans to three portfolio companies and equipment financings to two portfolio companies were on non-accrual status with a total cost of approximately $60.8 million, and a total fair value of approximately $43.2 million, or 3.5%, of the fair value of the Company’s debt investment portfolio.
As of December 31, 2024, loans to three portfolio companies and equipment financings to two portfolio companies were on non-accrual status with a total cost of approximately $43.3 million, and a total fair value of approximately $12.7 million, or 0.8%, of the fair value of the Company’s debt investment portfolio.
For the year ended December 31, 2023, total investment income was approximately $181.9 million, which represents an approximate effective yield of 16.1% on the average investments during the year.
For the year ended December 31, 2024, total investment income was approximately $237.7 million, which represents an approximate effective yield of 16.1% on the average investments during the year.
The decrease in professional fees expenses for the year ended December 31, 2024, resulted primarily from decreased third-party valuation fees and other consulting fees. General and Administrative Expenses General and administrative expenses include insurance premiums, rent, taxes and various other expenses related to our ongoing operations.
The increase in professional fees expenses for the year ended December 31, 2025, resulted primarily from an increase in legal fees, third-party valuation fees and other consulting fees. General and Administrative Expenses General and administrative expenses include insurance premiums, rent, state taxes and various other expenses related to our ongoing operations.
The increase in net investment income for the year ended December 31, 2024 resulted from an increase in total investment income as compared to total expenses, including excise tax expense. 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 expenses including excise tax expense.
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 expenses, including excise tax expense, resulting in net investment income of $115.8 million.
Net Increase (Decrease) in Net Assets Resulting from Operations Net increase in net assets resulting from operations during the year ended December 31, 2024, totaled approximately $115.6 million. Net increase in net assets resulting from operations during the year ended December 31, 2023, totaled approximately $76.9 million.
Net Increase (Decrease) in Net Assets Resulting from Operations Net increase in net assets resulting from operations during the year ended December 31, 2025 totaled approximately $135.6 million. Net increase in net assets resulting from operations during the year ended December 31, 2024 totaled approximately $115.6 million.
Fiscal Year Ended December 31, 2022 A discussion of our portfolio composition and investment activity for the fiscal year ended December 31, 2022 is available in our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on March 6, 2024 and is available on the SEC’s EDGAR database.
Fiscal Year Ended December 31, 2023 A discussion of our portfolio composition and investment activity for the fiscal year ended December 31, 2023 is available in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 26, 2025 and amended on May 5, 2025, and is available on the SEC’s EDGAR database.
Fiscal Year Ended December 31, 2022 A discussion of our results of operations for the fiscal year ended December 31, 2022 is available in our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on March 6, 2024 and is available on the SEC’s EDGAR database.
Fiscal Year Ended December 31, 2023 A discussion of our results of operations for the fiscal year ended December 31, 2023 is available in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 26, 2025 and amended on May 5, 2025, and is available on the SEC’s EDGAR database.
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 December 31, 2024 and December 31, 2023 (dollars in thousands): December 31, 2024 December 31, 2023 Investment Risk Rating Investments at Percentage of Investments at Percentage of Scale Range Designation Fair Value Total Portfolio Fair Value Total Portfolio 4.0 - 5.0 Very Strong Performance $ 89,716 5.6 % $ 40,584 3.3 % 3.0 - 3.9 Strong Performance 453,584 28.3 % 277,867 22.9 % 2.0 - 2.9 Performing 972,001 60.7 % 805,730 65.9 % 1.6 - 1.9 Watch 62,883 3.9 % 56,740 4.6 % 1.0 - 1.5 Default/Workout 11,062 0.7 % 33,452 2.7 % Total Debt Investments excluding Senior Credit Corp 2022 LLC 1,589,246 99.2 % 1,214,373 99.4 % .
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 December 31, 2025 and December 31, 2024 (dollars in thousands): December 31, 2025 December 31, 2024 Investment Risk Rating Investments at Percentage of Investments at Percentage of Scale Range Designation Fair Value Total Portfolio Fair Value Total Portfolio 4.0 - 5.0 Very Strong Performance $ 101,432 4.5 % $ 89,716 5.6 % 3.0 - 3.9 Strong Performance 740,303 33.7 % 453,584 28.3 % 2.0 - 2.9 Performing 1,264,773 57.5 % 972,001 60.7 % 1.6 - 1.9 Watch 65,343 3.0 % 62,883 3.9 % 1.0 - 1.5 Default/Workout 15,228 0.7 % 11,062 0.7 % Total Debt Investments excluding Senior Credit Corp 2022 LLC 2,187,079 99.4 % 1,589,246 99.2 % .
However, we may make exceptions to this policy if the investment has sufficient collateral value and is in the process of collection. 82 Table of Contents As of December 2024, loans to three portfolio companies and equipment financings to two portfolio companies were on non-accrual status with a total cost of approximately $43.3 million, and a total fair value of approximately $12.7 million, or 0.8%, of the fair value of the Company’s debt investment portfolio.
However, we may make exceptions to this policy if the investment has sufficient collateral value and is in the process of collection. 79 Table of Contents 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.
Senior Credit Corp 2022 LLC (1) 12,885 0.8 % 7,704 0.6 % Total Debt Investments $ 1,602,131 100.0 % $ 1,222,077 100.0 % (1) An investment risk rating is not applied to Senior Credit Corp 2022 LLC. At December 2024 and December 31, 2023, our debt investments had a weighted average risk rating score of 2.9 and 2.7, respectively.
Senior Credit Corp 2022 LLC (1) 12,885 0.6 % 12,885 0.8 % Total Debt Investments $ 2,199,964 100.0 % $ 1,602,131 100.0 % (1) An investment risk rating is not applied to Senior Credit Corp 2022 LLC. As of both December 31, 2025 and December 31, 2024, our debt investments had a weighted average risk rating score of 2.9.
As a result, we are permitted to potentially borrow $2 for investment purposes of every $1 of investor equity. As of December 2024, our asset coverage ratio was approximately 192.7% and our asset coverage ratio per unit was approximately $1,927.
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.
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.
Refer to “Note 12 – Related Party Transactions” included in the notes to our consolidated financial statements included in this Annual Report on Form 10-K for additional information.
As of December 31, 2023, our asset coverage ratio was approximately 194.7% and our asset coverage ratio per unit was approximately $1,947. Commitments and Off-Balance Sheet Arrangements 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, our asset coverage ratio was approximately 192.7% and our asset coverage ratio per unit was approximately $1,927. Commitments and Off-Balance Sheet Arrangements The Company has entered into a capital commitment with Senior Credit Corp, EPT and Direct Lending in the amount of $21.4 million, $10.0 million and $100.0 million, respectively.
The following table provides a summary of the changes in the investment portfolio for the years ended December 31, 2024 and 2023 (in thousands): Year Ended Year Ended December 31, 2024 December 31, 2023 Beginning Portfolio, at fair value $ 1,275,180 $ 1,094,386 Purchases, net of deferred fees 1,218,931 632,754 Non-cash conversion — 21 Principal payments received on investments (207,328 ) (142,113 ) Proceeds from early debt repayments (313,207 ) (169,745 ) Sales of investments (287,331 ) (160,068 ) Accretion of OID, EOT, and PIK payments 39,574 32,953 Net realized gain/(loss) (9,730 ) (28,071 ) Net change in unrealized appreciation/(depreciation) 9,481 15,063 Ending Portfolio, at fair value $ 1,725,570 $ 1,275,180 The level of our investment activity can vary substantially from period to period depending on many factors, including the amount of debt, including loans and equipment financings, and equity capital required by growth-oriented companies, the general economic environment and market conditions and the competitive environment for the types of investments we make.
The following table provides a summary of the changes in the investment portfolio for the years ended December 31, 2025 and 2024 (in thousands): Year Ended Year Ended December 31, 2025 December 31, 2024 Beginning Portfolio, at fair value $ 1,725,570 $ 1,275,180 Purchases, net of deferred fees 1,476,961 1,218,931 Principal payments received on investments (258,311 ) (207,328 ) Proceeds from early debt repayments (320,625 ) (313,207 ) Sales of investments (247,719 ) (287,331 ) Accretion of OID, EOT, and PIK payments 50,680 39,574 Net realized gain/(loss) (64,328 ) (9,730 ) Net change in unrealized appreciation/(depreciation) 55,847 9,481 Ending Portfolio, at fair value $ 2,418,075 $ 1,725,570 The level of our investment activity can vary substantially from period to period depending on many factors, including the amount of debt, including loans and equipment financings, and equity capital required by growth-oriented companies, the general economic environment and market conditions and the competitive environment for the types of investments we make.
Equity ATM Program For the period from January 1, 2025 to February 24, 2025, the Company issued and sold 1,141,695 shares of its common stock at a weighted-average price of $15.24 per share and raised $17.2 million of net proceeds after deducting commissions to the sales agents on shares sold under the ATM Program.
Recent Developments Equity ATM Program For the period from January 1, 2026 to February 23, 2026, the Company issued and sold 1,361,786 shares of its common stock at a weighted-average price of $15.81 per share and raised $21.3 million of net proceeds after deducting commissions to the sales agents on shares sold under the ATM Program.
The following table summarizes distributions declared and/or paid by the Company since inception: Declaration Date Type Record Date Payment Date Per Share Amount May 7, 2020 Quarterly May 29, 2020 June 5, 2020 $ 0.22 August 10, 2020 Quarterly August 21, 2020 September 4, 2020 0.27 November 9, 2020 Quarterly November 20, 2020 December 4, 2020 0.27 December 22, 2020 Quarterly December 30, 2020 January 15, 2021 0.27 March 23, 2021 Quarterly March 31, 2021 April 16, 2021 0.28 June 15, 2021 Quarterly June 30, 2021 July 15, 2021 0.29 September 13, 2021 Quarterly September 30, 2021 October 15, 2021 0.33 December 16, 2021 Quarterly December 31, 2021 January 14, 2022 0.36 March 15, 2022 Quarterly March 31, 2022 April 15, 2022 0.40 March 15, 2022 Supplemental March 31, 2022 April 15, 2022 0.15 June 15, 2022 Quarterly June 30, 2022 July 15, 2022 0.42 June 15, 2022 Supplemental June 30, 2022 July 15, 2022 0.15 September 15, 2022 Quarterly September 30, 2022 October 14, 2022 0.45 September 15, 2022 Supplemental September 30, 2022 October 14, 2022 0.15 December 15, 2022 Quarterly December 30, 2022 January 13, 2023 0.46 December 15, 2022 Supplemental December 30, 2022 January 13, 2023 0.15 March 14, 2023 Quarterly March 31, 2023 April 14, 2023 0.47 June 14, 2023 Quarterly June 30, 2023 July 14, 2023 0.48 June 14, 2023 Supplemental June 30, 2023 July 14, 2023 0.05 September 13, 2023 Quarterly September 30, 2023 October 13, 2023 0.49 September 13, 2023 Supplemental September 30, 2023 October 13, 2023 0.05 December 14, 2023 Quarterly December 29, 2023 January 12, 2024 0.50 March 14, 2024 Quarterly March 28, 2024 April 15, 2024 0.51 June 13, 2024 Quarterly June 28, 2024 July 15, 2024 0.51 September 18, 2024 Quarterly September 30, 2024 October 15, 2024 0.51 December 12, 2024 Quarterly December 31, 2024 January 15, 2025 0.51 Total $ 8.70 88 Table of Contents Fiscal Year Ended December 31, 2022 A discussion of our financial condition, liquidity and capital resource for the fiscal year ended December 31, 2022 is available in our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on March 6, 2024 and is available on the SEC’s EDGAR database.
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. 85 Table of Contents The following table summarizes distributions recorded by the Company since inception: Declaration Date Type Record Date Payment Date Per Share Amount May 7, 2020 Quarterly May 29, 2020 June 5, 2020 $ 0.22 August 10, 2020 Quarterly August 21, 2020 September 4, 2020 0.27 November 9, 2020 Quarterly November 20, 2020 December 4, 2020 0.27 December 22, 2020 Quarterly December 30, 2020 January 15, 2021 0.27 March 23, 2021 Quarterly March 31, 2021 April 16, 2021 0.28 June 15, 2021 Quarterly June 30, 2021 July 15, 2021 0.29 September 13, 2021 Quarterly September 30, 2021 October 15, 2021 0.33 December 16, 2021 Quarterly December 31, 2021 January 14, 2022 0.36 March 15, 2022 Quarterly March 31, 2022 April 15, 2022 0.40 March 15, 2022 Supplemental March 31, 2022 April 15, 2022 0.15 June 15, 2022 Quarterly June 30, 2022 July 15, 2022 0.42 June 15, 2022 Supplemental June 30, 2022 July 15, 2022 0.15 September 15, 2022 Quarterly September 30, 2022 October 14, 2022 0.45 September 15, 2022 Supplemental September 30, 2022 October 14, 2022 0.15 December 15, 2022 Quarterly December 30, 2022 January 13, 2023 0.46 December 15, 2022 Supplemental December 30, 2022 January 13, 2023 0.15 March 14, 2023 Quarterly March 31, 2023 April 14, 2023 0.47 June 14, 2023 Quarterly June 30, 2023 July 14, 2023 0.48 June 14, 2023 Supplemental June 30, 2023 July 14, 2023 0.05 September 13, 2023 Quarterly September 30, 2023 October 13, 2023 0.49 September 13, 2023 Supplemental September 30, 2023 October 13, 2023 0.05 December 14, 2023 Quarterly December 29, 2023 January 12, 2024 0.50 March 14, 2024 Quarterly March 28, 2024 April 15, 2024 0.51 June 13, 2024 Quarterly June 28, 2024 July 15, 2024 0.51 September 18, 2024 Quarterly September 30, 2024 October 15, 2024 0.51 December 12, 2024 Quarterly December 31, 2024 January 15, 2025 0.51 March 19, 2025 Quarterly March 31, 2025 April 15, 2025 0.51 June 18, 2025 Quarterly June 30, 2025 July 15, 2025 0.51 September 17, 2025 Quarterly September 30, 2025 October 15, 2025 0.51 December 17, 2025 Quarterly December 31, 2025 January 15, 2026 0.51 Total $ 10.74 86 Table of Contents Fiscal Year Ended December 31, 2023 A discussion of our financial condition, liquidity and capital resource for the fiscal year ended December 31, 2023 is available in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 26, 2025 and amended on May 5, 2025, and is available on the SEC’s EDGAR database.
Investment Income The following table sets forth the components of investment income (in thousands): Year Ended Year Ended December 31, 2024 December 31, 2023 Stated interest income $ 178,988 $ 141,850 Amortization of OID and EOT 27,794 16,665 Acceleration of OID and EOT 9,317 7,725 PIK interest income 9,055 7,998 Prepayment penalty and related fees 3,020 2,118 Dividend income 1,575 602 Other fee income 7,942 4,897 Total investment income $ 237,691 $ 181,855 For the year ended December 31, 2024, total investment income was approximately $237.7 million, which represents an approximate effective yield of 16.1% on the average investments during the year.
Investment Income The following table sets forth the components of investment income (in thousands): Year Ended Year Ended December 31, 2025 December 31, 2024 Stated interest income $ 223,523 $ 178,988 Amortization of OID and EOT 32,341 27,794 Acceleration of OID and EOT 15,076 9,317 PIK interest income 4,862 9,055 Prepayment penalty and related fees 4,170 3,020 Dividend income 3,714 1,575 Other fee income 9,966 7,942 Total investment income $ 293,652 $ 237,691 For the year ended December 31, 2025, total investment income was approximately $293.7 million, which represents an approximate effective yield of 15.3% on the average investments during the year.
As of December 31, 2024 and December 31, 2023, the Company had seven and four portfolio companies, respectively, that represented 5% or more of the Company’s net assets. 80 Table of Contents Investment Activity During the year ended December 31, 2024, we invested approximately $969.1 million in 39 new portfolio companies, approximately $244.1 million in 28 existing portfolio companies, and approximately $16.6 million in the Multi-Sector Holdings, excluding deferred fees.
As of December 31, 2025 and December 31, 2024, the Company had eight and seven portfolio companies, respectively, that each represented 5% or more of the Company’s net assets. 77 Table of Contents Investment Activity During the year ended December 31, 2025, we invested approximately $967.6 million in 43 new portfolio companies, approximately $500.0 million in 34 existing portfolio companies, and approximately $23.8 million in the Multi-Sector Holdings, excluding deferred fees.
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 December 31, 2024 and December 31, 2023 are dependent upon the portfolio company reaching certain milestones before the debt commitment becomes available.
A portion of these unfunded contractual commitments as of December 31, 2025 and December 31, 2024 are dependent upon the portfolio company reaching certain milestones before the debt commitment becomes available.
As of December 31, 2023, our investment portfolio had an aggregate fair value of approximately $1,275.2 million and was comprised of approximately $885.3 million in secured loans, $336.8 million in equipment financings, and $53.1 million in equity and warrants, across 120 portfolio companies. 78 Table of Contents 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 December 31, 2024 and December 31, 2023: December 31, 2024 December 31, 2023 Type Cost Fair Value Cost Fair Value Secured Loans 75.1 % 74.5 % 69.7 % 69.5 % Equipment Financings 18.1 % 18.3 % 25.5 % 26.4 % Equity 4.5 % 4.2 % 2.5 % 1.5 % Warrants 2.3 % 3.0 % 2.3 % 2.6 % Total 100.0 % 100.0 % 100.0 % 100.0 % 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 December 31, 2024 and December 31, 2023.
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 December 31, 2025 and December 31, 2024: December 31, 2025 December 31, 2024 Type Cost Fair Value Cost Fair Value Secured Loans 78.1 % 77.1 % 75.1 % 74.5 % Equipment Financings 14.1 % 13.9 % 18.1 % 18.3 % Equity 5.5 % 5.8 % 4.5 % 4.2 % Warrants 2.3 % 3.2 % 2.3 % 3.0 % Total 100.0 % 100.0 % 100.0 % 100.0 % 75 Table of Contents 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 December 31, 2025 and December 31, 2024.
On March 16, 2023, we formed an unconsolidated wholly owned subsidiary, Trinity Capital Adviser LLC, a Delaware limited liability company (“Adviser Sub”). We were granted exemptive relief by the SEC that permits us to organize, acquire, wholly own and operate the Adviser Sub as an investment adviser registered under the Investment Advisers Act of 1940, as amended (the “Adviser Act”).
We were granted exemptive relief by the SEC that permits us to organize, acquire, wholly own and operate the Adviser Sub as an investment adviser registered under the Investment Advisers Act of 1940, as amended (the “Adviser Act”).
During the year ended December 31, 2023, we experienced a net decrease in cash and cash equivalents in the amount of $5.9 million, which is the net result of $96.3 million of cash used in operating activities and $2.7 million of cash used in investing activities partially offset by $93.1 million of cash provided by financing activities.
For the year ended December 31, 2025, we experienced a net increase in cash and cash equivalents in the amount of $9.5 million, which is the net result of $545.8 million of cash provided by financing activities partially offset by $535.5 million of cash used in operating activities and $0.8 million of cash used in investing activities.
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 such expenses allocated to the Adviser Sub of $0.5 million for the year ended December 31, 2024.
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 increase in interest expense for the year ended December 31, 2024 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”).
The increase in interest expense for the year ended December 31, 2025 was primarily due to increased borrowings 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.
As such, the Company has not accrued any liability in connection with such indemnifications. 87 Table of Contents Contractual Obligations A summary of our contractual payment obligations as of December 31, 2024, is as follows: Payments Due by Period Less than 1 year 1 - 3 years 4 - 5 years After 5 years Total KeyBank Credit Facility $ — $ — $ 113,000 $ — $ 113,000 2025 Notes 152,500 — — — 152,500 Convertible Notes — 50,000 — — 50,000 August 2026 Notes — 125,000 — — 125,000 December 2026 Notes — 75,000 — — 75,000 March 2029 Notes — — 115,000 — 115,000 September 2029 Notes — — 115,000 — 115,000 Series A Notes — 55,500 87,000 — 142,500 Operating Leases — 3,343 2,131 1,565 7,039 Total Contractual Obligations $ 152,500 $ 308,843 $ 432,131 $ 1,565 $ 895,039 Distributions We intend to pay quarterly distributions to our stockholders out of assets legally available for distribution.
As such, the Company has not accrued any liability in connection with such indemnifications. 84 Table of Contents Contractual Obligations A summary of our contractual payment obligations as of December 31, 2025, is as follows: Payments Due by Period Less than 1 year 1 - 3 years 4 - 5 years After 5 years Total KeyBank Credit Facility $ — $ — $ 373,900 $ — $ 373,900 KeyBank Secured Term Loan Facility — — 200,000 — 200,000 August 2026 Notes 125,000 — — — 125,000 December 2026 Notes 75,000 — — — 75,000 March 2029 Notes — — 142,166 — 142,166 September 2029 Notes — — 122,215 — 122,215 Series A Notes — 128,500 14,000 — 142,500 July 2030 Notes — — 125,000 — 125,000 Operating Leases — 5,308 3,669 594 9,571 Total Contractual Obligations $ 200,000 $ 133,808 $ 980,950 $ 594 $ 1,315,352 Distributions We intend to pay distributions to our stockholders out of assets legally available for distribution.
As of December 31, 2024, unfunded commitments were $3.0 million and $0.8 million for the JV and EPT 16, respectively. As of December 31, 2024, the Company also had unfunded commitments of approximately $31.2 million to two portfolio companies.
The Company did not have any other off-balance sheet commitments as of December 31, 2025. As of December 31, 2024, unfunded commitments were $3.0 million and $0.8 million for Senior Credit Corp and EPT, respectively. As of December 31, 2024, the Company also had unfunded commitments of $31.2 million to two portfolio companies.
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 company (“EPT 16”). EPT 16 has acquired and intends to acquire, hold and, as applicable, dispose of investments 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 company.
Net unrealized appreciation and depreciation on investments for the years ended December 31, 2024 and 2023 is comprised of the following (in thousands): Year Ended Year Ended December 31, 2024 December 31, 2023 Gross unrealized appreciation $ 41,496 $ 39,347 Gross unrealized depreciation (58,712 ) (57,390 ) Net unrealized appreciation/(depreciation) reclassified related to net realized gains or losses 26,697 33,106 Total net unrealized gains/(losses) on investments $ 9,481 $ 15,063 During the year ended December 31, 2024, our net unrealized appreciation totaled approximately $9.5 million, which included net unrealized appreciation of $7.5 million from our warrant investments, net unrealized appreciation of $7.1 million from our equity investments and net unrealized depreciation of $5.1 million from our debt investments. 85 Table of Contents During the year ended December 31, 2023, our net unrealized appreciation totaled approximately $15.1 million, which included net unrealized appreciation of $11.2 million from our equity investments, net unrealized appreciation of $11.0 million from our debt investments and net unrealized depreciation of $7.2 million from our warrant investments.
Net unrealized appreciation and depreciation on investments for the years ended December 31, 2025 and 2024 is comprised of the following (in thousands): Year Ended Year Ended December 31, 2025 December 31, 2024 Gross unrealized appreciation $ 69,226 $ 41,496 Gross unrealized depreciation (52,211 ) (58,712 ) Net unrealized appreciation/(depreciation) reclassified related to net realized gains or losses 38,832 26,697 Net change in unrealized appreciation/(depreciation) on portfolio investments 55,847 9,481 Other net changes in unrealized appreciation/(depreciation) (1) 8 — Total net unrealized gains/(losses) on investments $ 55,855 $ 9,481 (1) Includes the net change in unrealized appreciation/(depreciation) related to derivative instruments. 82 Table of Contents During the year ended December 31, 2025, our net unrealized appreciation totaled approximately $55.8 million, which included net unrealized appreciation of $12.7 million from our warrant investments, net unrealized appreciation of $15.7 million from our equity investments and net unrealized appreciation of $27.4 million from our debt investments.
Our History Trinity Capital Inc. was incorporated under the general corporation laws of the State of Maryland on August 12, 2019 and commenced operations on January 16, 2020.
We focus on protecting and recovering principal in each investment and structure our investments to provide downside protection. 72 Table of Contents Our History Trinity Capital Inc. was incorporated under the general corporation laws of the State of Maryland on August 12, 2019 and commenced operations on January 16, 2020.
We are an internally managed, closed-end, non-diversified management investment company that has elected to be regulated as a BDC under the 1940 Act. We have elected to be treated, and intend to qualify annually, as a RIC under Subchapter M of the Code for U.S. federal income tax purposes.
We have elected to be treated, and intend to qualify annually, as a RIC under Subchapter M of the Code for U.S. federal income tax purposes. As a BDC and a RIC, we are required to comply with certain regulatory requirements.
During the year ended December 31, 2023, we invested approximately $414.3 million in 17 new portfolio companies, approximately $216.5 million in 25 existing portfolio companies, and approximately $11.0 million in the Multi-Sector Holdings, excluding deferred fees.
During the year ended December 31, 2024, we invested approximately $969.1 million in 39 new portfolio companies, approximately $244.1 million in 28 existing portfolio companies, and approximately $16.6 million in the Multi-Sector Holdings, excluding deferred fees.
As of both December 31, 2024 and December 31, 2023, the debt, including loans and equipment financings, in our portfolio had a weighted average time to maturity of approximately 3.2 years and 3.2 years, respectively.
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. As of December 31, 2025 and December 31, 2024, the debt, including loans and equipment financings, in our portfolio had a weighted average time to maturity of approximately 3.5 years and 3.2 years, respectively.
December 31, 2024 December 31, 2023 Geographic Region Cost Fair Value Cost Fair Value United States West 30.7 % 31.5 % 35.5 % 36.5 % Northeast 28.1 % 27.6 % 29.8 % 29.9 % Mountain 10.9 % 10.5 % 9.0 % 8.7 % Southeast 10.5 % 10.4 % 3.3 % 3.3 % South 9.2 % 9.5 % 12.8 % 13.5 % Midwest 5.9 % 5.6 % 4.9 % 4.5 % Multi-Sector Holdings (1) 1.6 % 1.9 % 0.8 % 0.9 % International: Western Europe 2.4 % 2.4 % 1.7 % 1.8 % Canada 0.7 % 0.6 % 2.2 % 0.9 % Total 100.0 % 100.0 % 100.0 % 100.0 % (1) Multi-Sector Holdings consist of the Company's investments in Senior Credit Corp 2022 LLC, Trinity Capital Adviser LLC and EPT 16 LLC.
December 31, 2025 December 31, 2024 Geographic Region Cost Fair Value Cost Fair Value United States West 28.2 % 29.4 % 30.7 % 31.5 % Northeast 25.8 % 25.2 % 28.1 % 27.6 % South 12.9 % 12.7 % 9.2 % 9.5 % Mountain 8.7 % 8.8 % 10.9 % 10.5 % Southeast 7.9 % 7.6 % 10.5 % 10.4 % Midwest 7.7 % 7.2 % 5.9 % 5.6 % Multi-Sector Holdings (1) 1.8 % 2.2 % 1.6 % 1.9 % International: Western Europe 4.6 % 4.6 % 2.4 % 2.4 % Canada 2.4 % 2.3 % 0.7 % 0.6 % Total 100.0 % 100.0 % 100.0 % 100.0 % (1) Multi-Sector Holdings generally invest or manage investments in secured loans and equipment financings to growth-oriented companies that have been originated by the Company.
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 “Risk Factors.” Please also see the section entitled “Cautionary Note Regarding Forward-Looking Statements.” Overview We are a specialty lending company providing debt, including loans, equipment financings and asset-based lending, to growth-oriented companies, including institutional investor-backed companies.
Risk Factors.” Please also see the section entitled “Cautionary Note Regarding Forward-Looking Statements.” Overview We are a specialty lending company providing debt, including loans, equipment financings and asset-based lending, to growth-oriented companies, including institutional investor-backed companies. We are an internally managed, closed-end, non-diversified management investment company that has elected to be regulated as a BDC under the 1940 Act.
During the year ended December 31, 2023, we received an aggregate of $471.9 million in proceeds from repayments and sales of our investments, including proceeds of approximately $326.6 million from early repayments on our debt investments and sales of debt investments.
During the year ended December 31, 2025, we received an aggregate of $826.7 million in proceeds from repayments and sales of our investments, including proceeds of approximately $320.7 million from early repayments on our debt investments, $257.2 million from scheduled/amortizing debt payments, $237.2 million from investments sold primarily to Multi-Sector Holdings and $11.6 million from warrant and equity exits.
We seek to achieve our investment objective by making investments consisting primarily of term loans, equipment financings and asset-based lending and, to a lesser extent, working capital loans, equity and equity-related investments. In addition, we may obtain warrants or contingent exit fees at funding from many of our portfolio companies, providing an additional potential source of investment returns.
In addition, we may obtain warrants or contingent exit fees at funding from many of our portfolio companies, providing an additional potential source of investment returns.
The net realized gains (losses) from the sales, repayments, or exits of investments for the years ended December 31, 2024 and 2023 were comprised of the following (in thousands): Year Ended Year Ended December 31, 2024 December 31, 2023 Net realized gain/(loss) on investments: Gross realized gains $ 24,474 $ 4,977 Gross realized losses (34,204 ) (33,048 ) Total net realized gains/(losses) on investments $ (9,730 ) $ (28,071 ) Net Change in Unrealized Appreciation / (Depreciation) from Investments Net change in unrealized appreciation/(depreciation) from investments primarily reflects the net change in the fair value of the investment portfolio and financial instruments and the reclassification of any prior period unrealized appreciation or depreciation on exited investments and financial instruments to realized gains or losses.
The net realized gains (losses) from the sales, repayments, or exits of investments for the years ended December 31, 2025 and 2024 were comprised of the following (in thousands): Year Ended Year Ended December 31, 2025 December 31, 2024 Net realized gain/(loss) on investments: Gross realized gains $ 7,653 $ 24,474 Gross realized losses (71,998 ) (34,204 ) Net change in realized gain/(loss) on portfolio investments (64,345 ) (9,730 ) Other net changes in realized gain/(loss) (1) 17 — Total net realized gains/(losses) on investments $ (64,328 ) $ (9,730 ) (1) Includes the net change in realized gain/(loss) related to foreign currency transactions.
Excise Taxes Our excise taxes totaled approximately $2.7 million and $2.6 million for the years ended December 31, 2024 and 2023, respectively. 84 Table of Contents Net Investment Income Net investment income totaled approximately $115.8 million and $89.9 million for the years ended December 31, 2024 and 2023, respectively.
Excise Taxes Our excise taxes totaled approximately $2.6 million and $2.7 million for the years ended December 31, 2025 and 2024, respectively. 81 Table of Contents Net Investment Income For the year ended December 31, 2025, we recognized approximately $293.7 million in total investment income as compared to approximately $149.6 million in total expenses, including excise tax expense, resulting in net investment income of $144.1 million.
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 “JV”). The JV invests in secured loans and equipment financings to growth-oriented companies that have been originated by us.
Our common stock began trading on the Nasdaq Global Select Market on January 29, 2021 under the symbol “TRIN.” 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 (“Senior Credit Corp”).
We believe that the amortizing nature of our investments will mitigate risk and significantly reduce 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.
We believe that the amortizing nature of our investments significantly reduces the risk of our investments over a relatively short period.
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.
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.
As a BDC and a RIC, we are required to comply with certain regulatory requirements. Our investment objective is to generate current income and, to a lesser extent, capital appreciation through our investments across five distinct vertical markets.
Our investment objective is to generate current income and, to a lesser extent, capital appreciation through our investments across five distinct vertical markets. We seek to achieve our investment objective by making investments consisting primarily of term loans, equipment financings and asset-based lending and, to a lesser extent, working capital loans, equity and equity-related investments.
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 liabilities as of December 31, 2024 and December 31, 2023.
The Company did not have any other off-balance sheet commitments as of December 31, 2024. 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.
Removed
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.
Added
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.
Removed
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 geographical classifications, which are similar to those in which the Company invests directly.
Added
Senior Credit Corp invests in secured loans and equipment financings to growth-oriented companies that have been originated by us. On March 16, 2023, we formed an unconsolidated wholly owned subsidiary, Trinity Capital Adviser LLC, a Delaware limited liability company (“Adviser Sub”).
Removed
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. 79 Table of Contents Industry classifications have been updated to a preferred presentation.
Added
On August 28, 2025, EPT 16 LLC converted into a Delaware statutory trust named Eagle Point Trinity Senior Secured Lending Company (“EPT”) and elected to be regulated as a BDC under the 1940 Act. EPT has acquired and intends to acquire, hold and, as applicable, dispose of investments that have been originated by us.
Removed
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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeBased on our Consolidated Statements of Operations as of December 31, 2024, the following table shows the annualized impact on net income of hypothetical base rate changes in the Prime Rate on our debt investments (considering interest rate floors for floating-rate instruments) and the hypothetical base rate changes in the SOFR on our KeyBank Credit Facility, assuming that there are no changes in our investment and borrowing structure (in thousands): Interest Interest Net Income Expense Income/(Loss) Up 300 basis points $ 36,705 $ 3,390 $ 33,315 Up 200 basis points 24,469 2,260 22,209 Up 100 basis points 12,235 1,130 11,105 Down 100 basis points (4,617 ) (1,130 ) (3,487 ) Down 200 basis points (8,951 ) (2,260 ) (6,691 ) Down 300 basis points (10,510 ) (3,390 ) (7,120 ) Currency Risk Any investments we make that are denominated in a foreign currency will be subject to risks associated with changes in currency exchange rates.
Biggest changeBased on our Consolidated Statements of Operations as of December 31, 2025, the following table shows the annualized impact on net income of hypothetical base rate changes on our debt investments (considering interest rate floors for floating-rate instruments) and the hypothetical base rate changes in the SOFR on our borrowings, assuming that there are no changes in our investment and borrowing structure (in thousands): Interest Interest Net Income Expense Income/(Loss) Up 300 basis points $ 54,975 $ 17,217 $ 37,758 Up 200 basis points 36,400 11,478 24,922 Up 100 basis points 15,460 5,739 9,721 Down 100 basis points (5,504 ) (5,739 ) 235 Down 200 basis points (8,975 ) (11,478 ) 2,503 Down 300 basis points (2,680 ) (17,217 ) 14,537 88 Table of Contents Currency Risk Any investments we make that are denominated in a foreign currency will be subject to risks associated with changes in currency exchange rates.
However, we may, in the future, hedge against interest rate and currency exchange rate fluctuations by using standard hedging instruments such as futures, options and forward contracts subject to the requirements of the 1940 Act.
Hedging We currently, and may in the future, hedge against interest rate and currency exchange rate fluctuations by using standard hedging instruments such as futures, options and forward contracts subject to the requirements of the 1940 Act.
While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates with respect to our portfolio of investments with fixed interest rates. We may also borrow funds in local currency as a way to hedge our non-U.S. denominated investments. 91 Table of Contents
While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates with respect to our portfolio of investments with fixed interest rates. We may also borrow funds in local currency as a way to hedge our non-U.S. denominated investments.
In accordance with Rule 2a-5, our Board periodically assesses and manages material risks associated with the determination of the fair value of our investments. 90 Table of Contents Interest Rate Risk Interest rate sensitivity and risk refer to the change in earnings that may result from changes in the level of interest rates.
In accordance with Rule 2a-5, our Board periodically assesses and manages material risks associated with the determination of the fair value of our investments. Interest Rate Risk Interest rate sensitivity and risk refer to the change in earnings that may result from changes in the level of interest rates.
These risks include the possibility of significant fluctuations in the foreign currency markets, the imposition or modification of foreign exchange controls and potential illiquidity in the secondary market. These risks will vary depending upon the currency or currencies involved. As of December 31, 2024, we had five foreign domiciled portfolio companies.
These risks include the possibility of significant fluctuations in the foreign currency markets, the imposition or modification of foreign exchange controls and potential illiquidity in the secondary market. These risks will vary depending upon the currency or currencies involved. As of December 31, 2025, we had ten foreign domiciled portfolio companies.
Inflation is likely to continue in the near to medium-term, particularly in the United States and Europe, with the possibility that monetary policy may tighten in response. Persistent inflationary pressures could affect our portfolio companies’ profit margins. As of December 31, 2024, approximately 77.1% of our debt investments based on outstanding principal balance represented floating-rate investments based on U.S.
Inflation is likely to continue in the near to medium-term, particularly in the United States and Europe, with the possibility that monetary policy may tighten in response. Persistent inflationary pressures could affect our portfolio companies’ profit margins. As of December 31, 2025, approximately 82.9% of our debt investments based on outstanding principal balance represented floating-rate investments based on U.S.
In periods of rising interest rates, our cost of borrowing funds would increase, which may reduce our net investment income. As a result, there can be no assurance that a significant change in market interest rates, including as a result of inflation, will not have a material adverse effect on our net investment income.
As a result, there can be no assurance that a significant change in market interest rates, including as a result of inflation, will not have a material adverse effect on our net investment income.
Our exposure to currency risk related to these debt investments is minimal as payments from such portfolio companies are received in U.S. dollars. No other investments as of December 31, 2024 were subject to currency risk. Hedging We do not currently engage in any hedging activities.
Our exposure to currency risk related to these debt investments is minimal as payments from such portfolio companies are primarily received in U.S. dollars. No other investments as of December 31, 2025 were subject to currency risk.
In addition, borrowings under the KeyBank Credit Facility are subject to floating interest rates based on SOFR, generally bearing interest at a rate of the Adjusted Term SOFR Reference Rate plus 2.85% to 3.25%, subject to the number of eligible debt investments in the collateral pool.
In addition, borrowings under the KeyBank Credit Facility and KeyBank Secured Term Loan are subject to floating interest rates based on SOFR, subject to the number of eligible debt investments in the collateral pool.
To the extent that we borrow money to make investments, including under the KeyBank Credit Facility or any future financing arrangement, our net investment income will be affected by the difference between the rate at which we borrow funds and the rate at which we invest these funds.
To the extent that we borrow money to make investments our net investment income will be affected by the difference between the rate at which we borrow funds and the rate at which we invest these funds. In periods of rising interest rates, our cost of borrowing funds would increase, which may reduce our net investment income.
Prime Rate (“Prime”) or SOFR, and approximately 22.9% of our debt investments based on outstanding principal balance represented fixed rate investments.
Prime Rate (“Prime”), Secured Overnight Financing Rate (“SOFR”), Canadian Overnight Repo Rate Average (“CORRA”) and Bank of England Base Rate (“Base Rate”), and approximately 17.1% of our debt investments based on outstanding principal balance represented fixed rate investments.

Other TRIN 10-K year-over-year comparisons