Trinity Capital Inc美股招股说明书(2026-05-21版)

TRINITY CAPITAL INC. 7.000% Notes due 2031 We are offering $300,000,000 in aggregate principal amount of 7.000% notes due 2031, which we refer to as the Notes. TheNotes will mature on May 21, 2031. We will pay interest on the Notes on May 21 and November 21 of each year, beginningNovember 21, 2026. We may redeem the Notes in whole or in part at any time or from time to time at the redemption pricediscussed under the caption “Description of the Notes—Optional Redemption” in this prospectus supplement. In addition,holders of the Notes can require us to repurchase the Notes at 100% of their principal amount upon the occurrence of a Change ofControl Repurchase Event (as defined herein). The Notes will be issued in minimum denominations of $2,000 and integralmultiples of $1,000 in excess thereof. The Notes will be our direct unsecured obligations and rankpari passu, or equal in right of payment, with all outstandingand future unsecured unsubordinated indebtedness issued by us. We are a specialty lending company that provides debt, including loans, equipment financings and asset-based lending, togrowth-oriented companies, including institutional investor-backed companies. We define “growth-oriented companies” ascompanies that have significant ownership and active participation by sponsors, such as institutional investors or private equityfirms, and expected annual revenues of up to $100million. We are an internally managed, closed-end, non-diversified management investment company that has elected to beregulated as a business development company (“BDC”) under the Investment Company Actof1940, as amended (the“1940Act”). We have elected to be treated, and intend to qualify annually as a regulated investment company (“RIC”) underSubchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), for U.S.federal income tax purposes. As a BDCand 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 investmentsacross five distinct vertical markets. We seek to achieve our investment objective by making investments consisting primarily ofterm loans, equipment financings, and asset based lending and, to a lesser extent, working capital loans, equity and equity-relatedinvestments. 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. We target investments in growth-oriented companies, which are typically private companies, including institutionalinvestor-backed companies. Our loans and equipment financings generally range from $5million to $50million. Subject to therequirements of the 1940 Act, we are not limited to investing in any particular industry or geographic area and seek to invest inunder-financed segments of the private credit markets. The debt in which we invest typically is not rated by any rating agency, butif these instruments were rated, they would likely receive a rating of below investment grade (that is, below BBB- or Baa3),which is often referred to as “high yield” or “junk.” Investing in the Notes involves risks, including the risk of leverage, that are described in “Risk Factors” beginningon page S-11of this prospectus supplement, page6 of the accompanying prospectus and in our most recent Annual Reporton Form10-K and our subsequent Quarterly Reports on Form10-Q, as well as any of our subsequent filings with theU.S.Securities and Exchange Commission (“SEC”). This prospectus supplement, the accompanying prospectus, any related free writing prospectus and the documentsincorporated by reference herein and therein contain important information you should know before investing in the Notes. Pleaseread this prospectus supplement, the accompanying prospectus, any related free Table of Contents writing prospectus and the documents incorporated by reference herein and therein before investing and keep it for futurereference. We also file periodic and current reports, proxy statements and other information about us with the SEC.Thisinformation is available free of charge by contacting us at 1 N. 1stStreet, Suite 302, Phoenix, Arizona 85004, calling us at(480)374-5350 or visiting our corporate website located atwww.trinitycapital.com.Information on our website is notincorporated into or a part of this prospectus supplement, the accompanying prospectus or any related free writing prospectus.The SEC also maintains a website atwww.sec.govthat contains this information. THE NOTES ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BYTHE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determinedif this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.___________