Trinity Capital Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

TRINITY CAPITAL INC.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 - Entry into a Material Definitive Agreement.

On November 5, 2025, TrinCap Term Funding, LLC (“TCTF”), a wholly owned subsidiary of Trinity Capital Inc. (the “Company”), as borrower, and the Company, as servicer, entered into a credit agreement (the “KeyBank Term Credit Agreement”) with the lenders from time to time party thereto, KeyBank National Association (“KeyBank”), as administrative agent and syndication agent, and Computershare Trust Company, N.A., as collateral custodian.

The secured term loan facility with KeyBank (the “KeyBank Secured Term Loan Facility”) includes a commitment of $200 million from KeyBank. Borrowings under the KeyBank Term Credit Agreement bear interest at a rate equal to Term SOFR plus 2.40%, per year payable monthly, commencing on January 6, 2026. The KeyBank Term Credit Facility provides for a maximum advance rate of up to 58%.

The KeyBank Term Credit Facility includes a two-year initial period and a two-year amortization period, and matures on November 5, 2029, unless extended. The KeyBank Term Credit Facility is collateralized by all investment assets held by TCTF, and contains representations and warranties and affirmative and negative covenants customary for secured financings of this type, including certain financial covenants such as a consolidated tangible net worth requirement and an asset coverage ratio requirement.

The KeyBank Term Credit Agreement also contains customary events of default (subject to certain grace periods, as applicable), including but not limited to the nonpayment of principal, interest or fees; breach of covenants; inaccuracy of representations or warranties in any material respect; voluntary or involuntary bankruptcy proceedings; and change of control of the borrower without the prior written consent of KeyBank.

The foregoing description of the KeyBank Secured Term Loan Facility does not purport to be a complete description and is qualified in its entirety by reference to the full text of the KeyBank Term Credit Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and the Sale and Contribution Agreement, dated as of November 5, 2025, between the Company and TrinCap Term Funding, LLC, which is filed as Exhibit 10.2 to this Current Report on Form 8-K.

Item 2.03 - Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Form 8-K is incorporated herein by reference

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.