{"url_path":"/sec/trinz/8-k/2026-05-21/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-21","source_url":"https://www.sec.gov/Archives/edgar/data/1786108/0001213900-26-060069-index.html","accession_number":"0001213900-26-060069","cik":"0001786108","ticker":"TRIN","issuer_name":"Trinity Capital Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1786108/0001213900-26-060069-index.html","primary_entity_key":"0001786108","primary_entity_name":"Trinity Capital Inc."},"word_count":780,"has_tables":true,"body_markdown":"**Item 1.01 - Entry into a Material Definitive Agreement**\n\n** **\n\nOn May 19, 2026, Trinity\nCapital Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among\nthe Company and Keefe, Bruyette & Woods, Inc. and MUFG Securities Americas Inc., as representatives of the several underwriters named\nin Schedule 1 thereto (collectively, the “Underwriters”), in connection with the issuance and sale of $300,000,000 aggregate\nprincipal amount of the Company’s 7.000% Notes due 2031 (the “Notes”).\n\n \n\nThe Underwriting Agreement\nincludes customary representations, warranties and covenants by the Company. It also provides for customary indemnification by each of\nthe Company and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.\n\n \n\nOn May 21, 2026, the\nCompany and U.S. Bank Trust Company, National Association (the “Trustee”), entered into an eighth supplemental indenture (the\n“Eighth Supplemental Indenture”) to the indenture, dated as of January 16, 2020, between the Company and the Trustee (the\n“Base Indenture”; and together with the Eighth Supplemental Indenture, the “Indenture”), relating to the issuance\nof the Notes.\n\n \n\nThe Notes will mature\non May 21, 2031, and may be redeemed in whole or in part at the Company’s option at any time prior to April 21, 2031 at par value\nplus a “make-whole” premium calculated in accordance with terms under the Indenture and at par on April 21, 2031 or thereafter.\nThe Notes bear interest at a rate of 7.000% per year payable semi-annually on May 21 and November 21 of each year, commencing on November\n21, 2026. The Notes are direct, general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s\nexisting and future indebtedness or other obligations that are expressly subordinated in right of payment to the Notes, rank pari passu\nwith all existing and future unsecured unsubordinated indebtedness or other obligations issued by the Company, rank effectively junior\nto any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of\nthe value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness or other obligations\n(including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.\n\n \n\nThe Indenture contains\ncertain covenants, including covenants requiring the Company to comply with the asset coverage requirements of Section 18(a)(1)(A) as\nmodified by Section 61(a) of the Investment Company Act of 1940, as amended, or any successor provisions, but giving effect, in either\ncase, to any exemptive relief granted to the Company by the Securities and Exchange Commission, and to provide financial information to\nthe holders of the Notes and the Trustee if the Company should no longer be subject to the reporting requirements under the Securities\nExchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the Indenture.\n\n \n\nIn addition, upon the\noccurrence of a “change of control repurchase event,” as defined in the Indenture, the Company will generally be required\nto make an offer to purchase the Notes at a price equal to 100% of the principal amount of such Notes plus accrued and unpaid interest\nto, but not including, the date of purchase.\n\n \n\nThe Notes were offered\nand sold in an offering registered under the Securities Act of 1933, as amended, pursuant to the Registration Statement on Form N-2 (File\nNo. 333-289495) previously filed with the Securities and Exchange Commission on August 11, 2025, as supplemented by a preliminary prospectus\nsupplement dated May 19, 2026, a final prospectus supplement dated May 19, 2026, and the pricing term sheet dated May 19, 2026. The transaction\nclosed on May 21, 2026. The net proceeds to the Company were approximately $294.54 million, after deducting the underwriting discounts\nand estimated offering expenses. The Company intends to use the net proceeds to repay outstanding secured indebtedness under its credit\nagreement with KeyBank, National Association.\n\n \n\nThe foregoing descriptions\nof the Underwriting Agreement, the Base Indenture, the Eighth Supplemental Indenture and the Notes do not purport to be complete and are\nqualified in their entirety by reference to the full text of the Underwriting Agreement, the Base Indenture, the Eighth Supplemental Indenture\nand the form of global note representing the Notes, respectively, each filed as exhibits hereto and incorporated by reference herein.\n\n \n\nThis Current Report on\nForm 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these\nsecurities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification\nunder the securities laws of any such state or other jurisdiction.\n\n ** **\n\n1"}