Table of Contents
PRewhwwrecw20112
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 2025
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 001-39958
TRINITY CAPITAL INC.
(Exact name of registrant as specified in its charter)
Maryland
35-2670395
(State or other jurisdiction of incorporation ororganization)
(IRS Employer Identification No.)
1 N. 1st StreetSuite 302Phoenix, Arizona
85004
(Address of principal executive offices)
(Zip Code)
(480) 374‑5350
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.001 per share
TRIN
Nasdaq Global Select Market
7.875% Notes Due 2029
TRINZ
TRINI
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b‑2 of the Exchange Act:
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Act). Yes ☐ No ☒
As of May 5, 2025, the registrant had 64,650,801 shares of common stock ($0.001 par value per share) outstanding.
FORM 10‑Q FOR THE QUARTER ENDED March 31, 2025
TABLE OF CONTENTS
PAGE NO.
PART I
FINANCIAL INFORMATION
3
Item 1.
Consolidated Financial Statements
Consolidated Statements of Assets and Liabilities as of March 31, 2025 (unaudited) and December 31, 2024
Consolidated Statements of Operations for the Three Months Ended March 31, 2025 and 2024 (unaudited)
4
Consolidated Statements of Changes in Net Assets for the Three Months Ended March 31, 2025 and 2024 (unaudited)
5
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024 (unaudited)
6
Consolidated Schedule of Investments as of March 31, 2025 (unaudited)
8
Consolidated Schedule of Investments as of December 31, 2024
39
Notes to Consolidated Financial Statements (unaudited)
70
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
115
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
132
Item 4.
Controls and Procedures
134
PART II
Legal Proceedings
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
135
Defaults Upon Senior Securities
Mine Safety Disclosures
Item 5.
Other Information
Item 6.
Exhibits
137
Consolidated Statements of Assets and Liabilities
(In thousands, except share and per share data)
March 31,
December 31,
2025
2024
(Unaudited)
ASSETS
Investments at fair value:
Control investments (cost of $81,861 and $82,391, respectively)
$
90,018
89,249
Affiliate investments (cost of $39,102 and $34,309, respectively)
39,164
34,727
Non-Control / Non-Affiliate investments (cost of $1,709,524 and $1,643,526, respectively)
1,663,507
1,601,594
Total investments (cost of $1,830,487 and $1,760,226, respectively)
1,792,689
1,725,570
Cash and cash equivalents
8,386
9,627
Interest receivable
16,626
16,542
Deferred credit facility costs
6,230
6,586
Other assets
33,345
15,916
Total assets
1,857,276
1,774,241
LIABILITIES
KeyBank Credit Facility
392,000
113,000
Unsecured Notes, net of $9,197 and $10,327, respectively, of unamortized deferred financing costs
566,954
764,673
Distribution payable
32,579
31,451
Security deposits
7,015
8,472
Accounts payable, accrued expenses and other liabilities
25,333
33,663
Total liabilities
1,023,881
951,259
Commitments and contingencies (Note 6)
NET ASSETS
Common stock, $0.001 par value per share (200,000,000 authorized, 63,880,330 and 61,669,059 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively)
64
62
Paid-in capital in excess of par
845,531
829,626
Distributable earnings/(accumulated deficit)
(12,200
)
(6,706
Total net assets
833,395
822,982
Total liabilities and net assets
NET ASSET VALUE PER SHARE
13.05
13.35
See accompanying notes to unaudited consolidated financial statements.
Consolidated Statements of Operations
Three Months Ended
March 31, 2025
March 31, 2024
INVESTMENT INCOME:
Interest and dividend income:
Control investments
2,328
852
Affiliate investments
1,272
385
Non-Control / Non-Affiliate investments
59,073
48,155
Total interest and dividend income
62,673
49,392
Fee and other income:
693
866
2,019
195
Total fee and other income
2,712
1,061
Total investment income
65,385
50,453
EXPENSES:
Interest expense and other debt financing costs
17,656
12,144
Compensation and benefits
10,645
9,864
Professional fees
2,027
720
General and administrative
2,466
1,929
Total gross expenses
32,794
24,657
Allocated expenses to Trinity Capital Adviser, LLC
(408
—
Total net expenses
32,386
NET INVESTMENT INCOME/(LOSS) BEFORE TAXES
32,999
25,796
Excise tax expense
616
639
NET INVESTMENT INCOME
32,383
25,157
NET REALIZED GAIN/(LOSS) FROM INVESTMENTS:
(2,154
1,351
Net realized gain/(loss) from investments
NET CHANGE IN UNREALIZED APPRECIATION/(DEPRECIATION) FROM INVESTMENTS:
2
1,963
430
254
(3,574
(14,217
Net change in unrealized appreciation/(depreciation) from investments
(3,142
(12,000
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS
27,087
14,508
NET INVESTMENT INCOME PER SHARE - BASIC
0.52
0.54
NET INVESTMENT INCOME PER SHARE - DILUTED
NET CHANGE IN NET ASSETS RESULTING FROM OPERATIONS PER SHARE - BASIC
0.43
0.31
NET CHANGE IN NET ASSETS RESULTING FROM OPERATIONS PER SHARE - DILUTED
0.30
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC
62,555,531
46,748,386
WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED
50,595,651
Consolidated Statements of Changes in Net Assets
Three Months Ended March 31, 2025:
Distributable
Paid In Capital
Earnings /
Common Stock
in Excess of
(Accumulated
Total
Shares
Par Value
Deficit)
Net Assets
Balance as of December 31, 2024
61,669,059
Issuance of common stock pursuant to distribution reinvestment plan
20,349
297
Stock-based compensation
2,609
Issuance of restricted stock awards
319,956
Issuance of common stock, net of issuance costs
1,977,463
30,466
30,468
Retired and forfeited shares of restricted stock
(106,497
(1,695
Additional paid-in capital in connection with Convertible Notes Redemption
(15,772
Distributions to stockholders
(32,581
Net increase/(decrease) in net assets resulting from operations
Balance as of March 31, 2025
63,880,330
Three Months Ended March 31, 2024:
Balance as of December 31, 2023
46,323,712
46
633,740
(22,627
611,159
23,456
340
2,459
753,051
1
(1
1,652,632
24,238
24,240
(109,657
(1,582
(24,808
Balance as of March 31, 2024
48,643,194
49
659,194
(32,927
626,316
Consolidated Statements of Cash Flows
(In thousands)
Cash flows provided by/(used in) operating activities:
Adjustments to reconcile net increase/(decrease) in net assets resulting from operation to net cash provided by/(used in) operating activities:
Purchase of investments, net of deferred fees
(218,458
(240,700
Proceeds from sales and paydowns of investments
157,087
148,541
Net change in unrealized (appreciation)/depreciation from investments
3,142
12,000
Net realized (gain)/loss from investments
2,154
(1,351
Accretion of original issue discounts and end of term payments on investments
(11,044
(7,172
Amortization of deferred financing costs
1,276
1,075
Change in operating assets and liabilities
(Increase)/Decrease in interest receivable
(84
(2,106
(Increase)/Decrease in other assets
(17,323
(872
Increase/(Decrease) in security deposits
(1,457
(1,173
Increase/(Decrease) in accounts payable, accrued expenses and other liabilities
(8,330
(6,610
Net cash provided by/(used in) operating activities
(63,341
(81,401
Cash flows provided by/(used in) investing activities:
Disposal/(Acquisition) of fixed assets
(106
(33
Net cash provided by/(used in) investing activities
Cash flows provided by/(used in) financing activities
Retirement of employee shares
Cash distributions paid
(31,154
(22,821
Issuance of debt, net of issuance costs
3,343
111,803
Repayment of Unsecured Notes
(217,756
Borrowings under Credit Facility
398,000
148,000
Repayments under Credit Facility
(119,000
(171,000
Net cash provided by/(used in) financing activities
62,206
88,640
Net increase/(decrease) in cash, cash equivalents and restricted cash
(1,241
7,206
Cash, cash equivalents and restricted cash at beginning of period
4,761
Cash, cash equivalents and restricted cash at end of period
11,967
Supplemental and non-cash investing and financing activities:
Cash paid for interest
13,966
10,338
Income tax, including excise tax, paid
2,722
2,524
24,808
Distributions reinvested
7
Consolidated Schedule of Investments
Portfolio Company (1)
Type of Investment (2)
Investment Date (3)
Maturity Date
Interest Rate (4)
Principal Amount (5)
Cost
Fair Value (6)
Footnotes
Debt Securities- United States
Artificial Intelligence & Automation
Applied Digital Corporation
Equipment Financing
March 13, 2024
October 1, 2025
Fixed interest rate 19.0%; EOT 0.0%
3,001
3,063
(9)(10)(14)
March 25, 2024
March 1, 2026
5,708
5,707
5,848
(9)(10)(14)(19)
April 24, 2024
April 1, 2026
3,084
3,163
May 28, 2024
May 1, 2026
Fixed interest rate 16.0%; EOT 0.0%
1,391
1,424
June 21, 2024
4,996
5,123
Total Applied Digital Corporation
18,180
18,179
18,621
Augmented Reality Concepts, Inc.
Secured Loan
June 17, 2024
June 18, 2029
Variable interest rate SOFR 3 Month Term + 7.3%; EOT 0.0%
19,270
18,916
19,319
(8)(14)(19)
Cirrascale Cloud Services, LLC
June 27, 2024
September 1, 2026
Fixed interest rate 12.7%; EOT 4.0%
16,201
16,746
16,894
(9)(14)(19)
October 22, 2024
April 1, 2027
Fixed interest rate 10.2%; EOT 5.0%
14,947
15,304
15,366
Total Cirrascale Cloud Services, LLC
31,148
32,050
32,260
Sortera Technologies, Inc.
February 11, 2025
March 1, 2028
Fixed interest rate 12.5%; EOT 4.0%
7,316
6,914
(14)(19)
Sub-total: Artificial Intelligence & Automation (9.3%)*
75,914
76,059
77,114
Biotechnology
Pendulum Therapeutics, Inc.
December 31, 2021
July 1, 2026
Variable interest rate Prime + 6.8% or Floor rate 10.0%; EOT 4.0%
4,292
4,473
4,472
(8)(14)
February 28, 2022
4,581
4,762
4,765
March 30, 2022
4,722
4,904
4,909
May 6, 2022
5,000
5,181
5,191
June 17, 2022
February 1, 2024
1,405
1,191
1,153
Total Pendulum Therapeutics, Inc.
25,000
25,692
25,681
Taysha Gene Therapies, Inc.
November 13, 2023
December 1, 2028
Variable interest rate Prime + 4.5% or Floor rate 12.8%; EOT 5.0%
30,000
30,290
30,998
(8)(9)(14)
Sub-total: Biotechnology (6.8%)*
55,000
55,982
56,679
Debt Securities- United States, Continued
Connectivity
Tarana Wireless, Inc.
September 23, 2024
October 1, 2029
Variable interest rate Prime + 4.5% or Floor rate 12.5%; EOT 4.0%
14,800
14,150
14,351
(8)(9)(14)(19)
Vertical Communications, Inc.
August 23, 2021
November 1, 2026
Variable interest rate Prime + 4.0% or Floor rate 11.0%; EOT 23.8%
12,600
15,769
(8)(22)
April 15, 2025
Fixed interest rate 11.5%; EOT 0.0%
1,300
1,298
(22)
Total Vertical Communications, Inc.
13,900
17,067
Sub-total: Connectivity (3.8%)*
28,700
31,217
31,418
Consumer Products & Services
Eterneva, Inc.
November 24, 2021
June 1, 2026
Fixed interest rate 7.8%; EOT 11.5%
189
225
198
March 16, 2022
October 1, 2026
Fixed interest rate 8.1%; EOT 11.5%
326
360
320
(14)
January 1, 2027
Fixed interest rate 11.9%; EOT 11.5%
1,011
1,062
958
Total Eterneva, Inc.
1,526
1,647
1,476
Molekule Group, Inc.
June 19, 2020
June 30, 2025
Fixed interest rate 8.8%; EOT 10.0%
312
595
380
(18)
September 29, 2020
Fixed interest rate 12.3%; EOT 10.0%
273
347
333
December 18, 2020
Fixed interest rate 11.9%; EOT 10.0%
473
584
577
August 25, 2021
Fixed interest rate 11.3%; EOT 10.0%
454
470
Total Molekule Group, Inc.
1,443
1,980
1,760
Ogee, Inc.
February 14, 2023
March 1, 2027
Variable interest rate Prime + 5.8% or Floor rate 12.0%; EOT 3.8%
4,700
4,768
4,759
September 29, 2023
4,742
4,772
August 1, 2024
4,648
4,657
Total Ogee, Inc.
14,100
14,158
14,188
Portofino Labs, Inc.
April 1, 2021
November 1, 2025
Variable interest rate Prime + 8.3% or Floor rate 11.5%; EOT 6.0%
789
891
905
Quip NYC, Inc.
March 9, 2021
Variable interest rate Prime + 8.0% or Floor rate 11.3%; EOT 3.0%
6,319
6,799
6,818
February 10, 2022
903
973
977
Total Quip NYC, Inc.
7,222
7,772
7,795
Rinse, Inc.
May 10, 2022
June 1, 2027
Variable interest rate Prime + 8.0% or Floor rate 11.3%; EOT 3.8%
3,528
3,646
3,671
September 22, 2023
October 1, 2028
4,000
4,012
4,077
Total Rinse, Inc.
7,528
7,658
7,748
SI Tickets, Inc.
May 11, 2022
Variable interest rate Prime + 8.3% or Floor rate 11.5%; EOT 3.0%
1,684
1,750
1,714
UnTuckIt, Inc.
January 16, 2020
December 1, 2025
Fixed interest rate 12.0%; EOT 5.0%
3,844
4,787
VitaCup, Inc.
June 23, 2021
February 1, 2026
Variable interest rate Prime + 7.5% or Floor rate 11.5%; EOT 5.0%
6,000
6,301
5,816
Sub-total: Consumer Products & Services (5.5%)*
44,136
46,944
46,124
9
Digital Assets Technology and Services
Cleanspark, Inc.
April 22, 2022
May 1, 2025
Fixed interest rate 10.3%; EOT 5.0%
638
1,638
1,630
(10)(14)
Sub-total: Digital Assets Technology and Services (0.2%)*
Education Technology
Edblox, Inc.
March 19, 2024
April 1, 2029
Variable interest rate Prime + 4.5% or Floor rate 11.8%; EOT 2.5%
15,000
14,891
13,574
Medical Sales Training Holding Company
March 18, 2021
Variable interest rate Prime + 8.8% or Floor rate 12.0%; EOT 6.3%
5,175
5,547
4,852
(8)
July 21, 2021
August 1, 2025
1,825
1,944
1,711
Total Medical Sales Training Holding Company
7,000
7,491
6,563
Yellowbrick Learning, Inc.
February 1, 2021
Fixed interest rate 2.0%; EOT 5.0%
7,500
7,875
6,922
August 10, 2021
2,500
2,625
2,309
Total Yellowbrick Learning, Inc.
10,000
10,500
9,231
Sub-total: Education Technology (3.5%)*
32,000
32,882
29,368
10
Finance and Insurance
Beam Technologies, Inc.
August 30, 2024
Variable interest rate PRIME + 2.8% or Floor rate 11.0%+PIK Fixed Interest Rate 1.5%; EOT 2.0%
29,483
28,879
29,282
(8)(9)(15)(19)
Bestow, Inc.
December 1, 2027
Variable interest rate Prime + 6.0% or Floor rate 13.0%; EOT 1.5%
40,000
38,639
38,472
Busbot, Inc.
April 1, 2024
Variable interest rate SOFR 30 Day Forward + 11.5% or Floor rate 13.5%; EOT 0.0%
9,200
9,075
(8)(10)(12)(21)
Centivo Corporation
July 31, 2024
August 1, 2029
Variable interest rate PRIME + 4.5% or Floor rate 11.3%+PIK Fixed Interest Rate 1.0%; EOT 2.0%
3,775
3,697
3,754
(8)(9)(14)(15)(19)
December 20, 2024
3,761
3,558
3,588
February 3, 2025
3,756
3,568
Total Centivo Corporation
11,292
10,823
10,910
Cherry Technologies, Inc.
March 29, 2024
Variable interest rate PRIME + 2.5% or Floor rate 9.5%; EOT 2.0%
7,235
7,506
7,469
7,512
7,457
Total Cherry Technologies, Inc.
14,470
15,018
14,926
Empower Financial, Inc.
October 13, 2023
May 1, 2028
Variable interest rate Prime + 4.8% or Floor rate 11.5%; EOT 3.8%
11,622
11,556
11,703
January 5, 2024
2,902
2,825
2,869
February 8, 2024
4,353
4,234
4,301
April 9, 2024
4,348
4,114
4,171
May 15, 2024
14,495
14,623
14,917
Total Empower Financial, Inc.
37,720
37,352
37,961
11
Eqis Capital Management, Inc.
June 15, 2022
Variable interest rate Prime + 7.5% or Floor rate 10.8%; EOT 3.0%
6,469
6,679
6,259
Gravie, Inc.
June 4, 2024
July 1, 2029
Variable interest rate Prime + 4.5% or Floor rate 13.0%; EOT 2.5%
15,980
15,711
15,476
Kafene, Inc.
February 1, 2029
Variable interest rate Prime + 4.0% or Floor rate 12.0%; EOT 1.0%
12,500
12,419
12,594
Mesa Financial, Inc.
August 29, 2024
February 28, 2027
Variable interest rate SOFR 30 Day Forward + 10.3% or Floor rate 13.0%; EOT 0.0%
12,851
12,680
Pagaya Structured Products LLC
August 23, 2024
August 23, 2025
Fixed interest rate 20.0%; EOT 0.0%
12,778
12,717
(10)(12)
Parafin SPV 2, LLC
February 22, 2024
December 21, 2026
Variable interest rate SOFR 1 Month Term + 10.8% or Floor rate 12.8%; EOT 0.0%
22,670
22,380
(8)(10)(12)
Parafin SPV 3, LLC
July 25, 2024
January 25, 2027
Variable interest rate SOFR 1 Month Term + 10.8% or Floor rate 13.8%; EOT 0.0%
16,951
16,756
PatientFi, Inc.
March 14, 2025
April 1, 2030
Variable interest rate Prime + 3.5% or Floor rate 10.5%; EOT 2.5%
9,400
9,172
Slope Tech, Inc.
October 5, 2022
February 27, 2026
Variable interest rate SOFR 1 Month Term + 11.8% or Floor rate 11.8%; EOT 0.0%
3,243
3,180
Under Technologies, Inc.
September 13, 2024
June 1, 2029
Variable interest rate PRIME + 3.8% or Floor rate 12.0%; EOT 4.3%
7,400
7,287
7,397
(8)(9)(19)
November 27, 2024
7,264
7,281
Total Under Technologies, Inc.
14,551
14,678
Wisetack, Inc.
November 14, 2024
December 1, 2029
Variable interest rate Prime + 5.0% or Floor rate 12.5%; EOT 2.5%
12,150
11,975
12,093
Sub-total: Finance and Insurance (33.4%)*
281,957
278,006
278,611
12
Food and Agriculture Technologies
Bowery Farming, Inc.
September 10, 2021
September 10, 2026
Variable interest rate SOFR 1 Month Term + 10.0% or Floor rate 1.0%; EOT 0.0%
7,652
6,939
(8)(18)
Daring Foods, Inc.
April 29, 2022
Fixed interest rate 10.2%; EOT 7.5%
32
107
106
July 6, 2022
Fixed interest rate 10.9%; EOT 7.5%
57
91
90
August 25, 2022
September 1, 2025
Fixed interest rate 12.1%; EOT 7.5%
169
247
246
Total Daring Foods, Inc.
258
445
442
DrinkPak, LLC
February 17, 2023
Fixed interest rate 12.9%; EOT 7.0%
6,279
7,126
7,130
Emergy, Inc.
December 15, 2021
Fixed interest rate 12.7%; EOT 11.5%
3,183
3,992
1,809
December 13, 2022
July 1, 2027
Fixed interest rate 9.4%; EOT 11.5%
6,183
6,970
3,513
(9)(18)
Total Emergy, Inc.
9,366
10,962
5,322
Sub-total: Food and Agriculture Technologies (1.5%)*
23,555
25,472
12,894
13
Green Technology
Commonwealth Fusion Systems, LLC
June 16, 2023
July 1, 2030
Fixed interest rate 13.0%; EOT 10.0%
3,341
3,478
3,566
Fixed interest rate 13.2%; EOT 10.0%
9,664
9,783
10,053
January 14, 2025
Fixed interest rate 11.2%; EOT 6.0%
19,069
18,992
Total Commonwealth Fusion Systems, LLC
32,074
32,253
32,611
Crusoe Energy Systems LLC
March 1, 2024
March 1, 2029
Fixed interest rate 12.7%; EOT 0.0%
7,732
7,672
7,862
Dandelion Energy, Inc.
June 25, 2024
July 1, 2025
Fixed interest rate 15.9%; EOT 0.0%
1,361
1,355
1,379
(9)(14)
Electric Hydrogen Co.
September 12, 2022
Fixed interest rate 9.0%; EOT 10.0%
644
831
817
December 22, 2023
January 1, 2029
Fixed interest rate 12.5%; EOT 15.0%
3,716
3,986
3,965
Fixed interest rate 12.6%; EOT 15.0%
3,047
3,170
3,194
September 19, 2024
1,862
1,919
1,921
Fixed interest rate 11.9%; EOT 15.0%
444
453
452
Total Electric Hydrogen Co.
9,713
10,359
10,349
Form Energy Inc.
October 21, 2024
November 1, 2027
Fixed interest rate 12.7%; EOT 3.0%
28,411
28,057
28,459
December 12, 2024
January 1, 2028
Fixed interest rate 12.5%; EOT 3.0%
7,508
7,383
7,474
Total Form Energy Inc.
35,919
35,440
35,933
Hi-Power, LLC
September 30, 2022
Fixed interest rate 14.7%; EOT 1.0%
1,415
1,449
1,467
SeaOn Global, LLC
June 16, 2022
Fixed interest rate 9.3%; EOT 11.0%
2,374
3,040
2,943
August 17, 2022
1,286
1,595
1,551
Total SeaOn Global, LLC
3,660
4,635
4,494
Footprint International Holding, Inc.
February 18, 2022
Variable interest rate Prime + 7.3% or Floor rate 10.5%; EOT 3.5%
14,327
14,369
13,647
April 20, 2022
14,343
13,618
Total Footprint International Holding, Inc.
28,654
28,712
27,265
Mainspring Energy, Inc.
March 18, 2022
Fixed interest rate 11.0%; EOT 3.8%
17,055
17,976
17,806
Sub-total: Green Technology (16.7%)*
137,583
139,851
139,166
14
Healthcare Technology
Moxe Health Corporation
December 29, 2023
Variable interest rate Prime + 5.5% or Floor rate 13.0%; EOT 4.8%
12,570
12,505
RXAnte, Inc.
November 21, 2022
Variable interest rate Prime + 4.48% or Floor rate 9.98%+PIK Fixed Interest Rate 1.5%; EOT 3.5%
8,548
8,654
8,708
April 14, 2023
2,842
2,853
October 19, 2023
2,813
2,819
2,887
September 9, 2024
2,777
2,778
2,846
Total RXAnte, Inc.
16,980
17,104
17,384
TMRW Life Sciences, Inc.
May 1, 2027
Variable interest rate Prime + 5.0% or Floor rate 8.8%; EOT 4.0%
5,138
4,865
March 3, 2023
15,352
15,112
December 8, 2023
10,172
10,026
Total TMRW Life Sciences, Inc.
30,662
30,003
WorkWell Prevention & Care Inc.
December 31, 2022
Variable interest rate Prime + 5.0% or Floor rate 6.0%; EOT 0.0%
500
Sub-total: Healthcare Technology (7.2%)*
59,980
60,836
60,392
15
Human Resource Technology
Nomad Health, Inc.
March 29, 2022
December 1, 2026
Variable interest rate Prime + 5.5% or Floor rate 9.3%; EOT 4.0%
32,225
33,169
28,961
(8)(14)(15)
June 12, 2024
Fixed interest rate 10.0%; EOT 0.0%
481
(16)
Total Nomad Health, Inc.
32,725
33,669
29,442
Sub-total: Human Resource Technology (3.5%)*
Industrials
3DEO, Inc.
February 1, 2025
February 1, 2028
Fixed interest rate 0.1%; EOT 2.2%
2,258
2,263
2,208
Sub-total: Industrials (0.3%)*
Marketing, Media, and Entertainment
Drone Racing League, Inc.
October 17, 2022
Variable interest rate Prime + 7.5% or Floor rate 11.0%; EOT 2.5%
6,940
7,096
6,810
Grabit Interactive Media, Inc.
April 8, 2022
Variable interest rate Prime + 7.5% or Floor rate 10.8%; EOT 2.5%
2,758
2,843
2,795
Incontext Solutions, Inc.
Fixed interest rate 11.8%; EOT 11.4%
939
2,089
1,879
Vox Media Holdings, Inc.
October 18, 2022
Variable interest rate Prime + 6.3% or Floor rate 11.8%; EOT 2.5%
10,506
10,619
10,783
December 29, 2022
5,251
5,297
5,377
Total Vox Media Holdings, Inc.
15,757
16,160
Sub-total: Marketing, Media, and Entertainment (3.3%)*
26,394
27,944
27,644
16
Medical Devices
Apiject Holdings, Inc.
June 24, 2024
July 1, 2028
Fixed interest rate 12.6%; EOT 7.5%
16,816
16,939
17,083
September 30, 2024
Fixed interest rate 12.7%; EOT 7.5%
7,045
7,004
7,038
Total Apiject Holdings, Inc.
23,861
23,943
24,121
Cagent Vascular, Inc.
January 24, 2025
February 1, 2030
Variable interest rate PRIME + 4.0% or Floor rate 11.3%; EOT 3.0%
(8)(19)
Convergent Dental, Inc.
April 21, 2023
Variable interest rate Prime + 5.8% or Floor rate 13.5%; EOT 5.5%
12,156
12,285
February 29, 2024
6,044
6,168
Total Convergent Dental, Inc.
18,000
18,200
18,453
Elucent Medical, Inc.
October 31, 2024
November 30, 2029
Variable interest rate PRIME + 3.8% or Floor rate 11.3%; EOT 3.3%
11,944
12,116
Lightforce Orthodontics, Inc.
August 6, 2024
August 6, 2029
Variable interest rate Prime + 4.3% or Floor rate 11.8%; EOT 4.0%
28,200
27,883
28,118
September 25, 2024
4,646
4,686
Total Lightforce Orthodontics, Inc.
32,900
32,529
32,804
Neurolens, Inc.
Variable interest rate Prime + 3.5% or Floor rate 11.5%; EOT 3.0%
20,000
20,032
20,679
January 21, 2025
14,872
Total Neurolens, Inc.
35,000
34,904
35,551
Neuros Medical, Inc.
August 10, 2023
September 1, 2027
Variable interest rate Prime + 6.0% or Floor rate 14.3%; EOT 4.5%
6,061
6,063
3,000
2,981
2,951
Total Neuros Medical, Inc.
9,000
9,042
9,014
Restor3d, Inc.
July 4, 2028
Variable interest rate Prime + 4.8% or Floor rate 12.3%; EOT 3.3%
11,985
11,925
12,034
Shoulder Innovations, Inc.
August 7, 2023
September 1, 2028
11,250
11,267
11,442
Vital Connect, Inc.
July 3, 2024
July 3, 2029
Variable interest rate Prime + 4.0% or Floor rate 11.5%; EOT 4.0%
27,650
27,562
27,796
March 21, 2025
7,900
7,823
Total Vital Connect, Inc.
35,550
35,385
35,619
Sub-total: Medical Devices (23.5%)*
194,396
193,796
195,811
17
Multi-Sector Holdings
Senior Credit Corp 2022 LLC
January 30, 2023
December 5, 2028
Fixed interest rate 8.5%; EOT 0.0%
12,885
(10)(21)
Sub-total: Multi-Sector Holdings (1.5%)*
Other Healthcare Services
Cellares Corporation
August 2, 2024
September 1, 2029
Fixed interest rate 12.0%; EOT 4.5%
4,285
4,313
4,384
January 10, 2025
Fixed interest rate 12.2%; EOT 4.5%
5,845
5,835
January 29, 2025
Fixed interest rate 12.5%; EOT 4.5%
3,569
3,560
February 1, 2027
Variable interest rate Prime + 3.3% or Floor rate 11.8%; EOT 4.0%
47,000
46,683
47,443
Total Cellares Corporation
60,699
60,391
61,222
Metabolon, Inc.
March 28, 2024
Variable interest rate PRIME + 2.5% or Floor rate 10.0%+PIK Fixed Interest Rate 3.0%; EOT 4.8%
43,466
42,845
43,179
(8)(15)
October 1, 2024
5,075
5,024
4,978
January 6, 2025
2,518
2,476
Total Metabolon, Inc.
51,059
50,345
50,633
Upward Health, Inc.
Variable interest rate Prime + 4.3% or Floor rate 12.8%; EOT 3.0%
5,875
5,730
Velentium, Inc.
May 24, 2024
May 24, 2029
Variable interest rate Prime + 5.0% or Floor rate 12.5%; EOT 4.0%
8,500
8,413
8,473
Sub-total: Other Healthcare Services (15.1%)*
126,133
124,879
126,176
Real Estate Technology
Homelight Lending, Inc.
October 15, 2021
Variable interest rate Prime + 8.3% or Floor rate 11.5%; EOT 4.5%
3,312
3,537
3,447
Knockaway, Inc.
Fixed interest rate 10.2%; EOT 0.0%
23,644
20,355
19,576
(8)(14)(22)
Knockaway Trinity Holdings, LLC
December 6, 2023
December 27, 2026
Variable interest rate SOFR 30 Day Forward + 9.3% or Floor rate 13.8%; EOT 0.0%
23,784
23,769
(8)(10)(12)(21)(22)
Maxwell Financial Labs, Inc.
September 30, 2021
Variable interest rate Prime + 6.0% or Floor rate 10.0%; EOT 5.0%
15,596
15,137
October 2, 2024
October 2, 2026
Fixed interest rate 6.0%; EOT 0.0%
187
188
Total Maxwell Financial Labs, Inc.
15,187
15,783
15,325
Orchard Technologies, Inc.
January 1, 2024
Variable interest rate Prime + 10.0% or Floor rate 17.0%; EOT 4.0%
28,540
29,549
24,787
Sub-total: Real Estate Technology (10.4%)*
94,467
92,993
86,904
18
Software as a Service ("SaaS")
Cpacket Networks, Inc.
January 29, 2024
Variable interest rate PRIME + 4.8% or Floor rate 12.0%+PIK Fixed Interest Rate 1.3%; EOT 3.0%
20,542
20,430
20,640
(8)(9)(14)(15)
Eyelit Technologies, Inc.
November 4, 2024
November 4, 2029
Variable interest rate SOFR 1 Month Term + 5.8%; EOT 0.0%
4,500
4,417
4,554
(8)(19)(20)
December 27, 2024
7,920
7,770
7,960
Total Eyelit Technologies, Inc.
12,420
12,187
12,514
Hometown Ticketing, Inc.
November 25, 2024
November 25, 2029
Variable interest rate SOFR 3 Month Term + 7.7%; EOT 0.0%
24,848
24,385
24,995
ServiceTrade, Inc.
August 15, 2024
August 15, 2029
Variable interest rate SOFR 3 Month Term + 5.5%; EOT 0.0%
23,500
23,113
23,650
(8)(14)(19)(20)
Silk Technologies, Inc.
Variable interest rate Prime + 4.0% or Floor rate 11.3%; EOT 1.5%
16,200
15,816
15,817
SOCi, Inc.
October 3, 2024
October 3, 2029
Variable interest rate SOFR 3 Month Term + 7.9%; EOT 0.0%
36,009
35,276
36,037
December 30, 2024
3,282
3,212
3,265
Total SOCi, Inc.
39,291
38,488
39,302
Steno Agency, Inc.
Variable interest rate Prime + 4.0% or Floor rate 12.5%; EOT 2.5%
3,740
3,636
3,751
January 2, 2025
3,650
3,638
Total Steno Agency, Inc.
7,390
7,274
7,389
Xytech Systems, LLC
February 26, 2025
February 26, 2030
Variable interest rate SOFR 3 Month Term + 6.0%; EOT 0.0%
39,200
38,431
Sub-total: SaaS (21.9%)*
183,391
180,124
182,738
Space Technology
Astranis Space Technology Corporation
April 13, 2023
Fixed interest rate 12.1%; EOT 5.0%
6,669
7,215
7,293
September 27, 2024
April 1, 2028
Fixed interest rate 12.4%; EOT 5.5%
10,218
9,854
9,989
October 1, 2027
Fixed interest rate 12.6%; EOT 4.0%
2,485
2,395
2,425
Total Astranis Space Technology Corporation
19,372
19,464
19,707
Hadrian Automation, Inc.
March 2, 2022
Fixed interest rate 12.6%; EOT 0.0%
86
85
87
Fixed interest rate 12.9%; EOT 0.0%
1,106
1,105
1,129
July 15, 2022
January 1, 2026
Fixed interest rate 14.3%; EOT 0.0%
933
932
955
Fixed interest rate 15.2%; EOT 0.0%
1,866
1,864
1,917
December 22, 2022
Fixed interest rate 16.1%; EOT 0.0%
520
517
537
Fixed interest rate 16.4%; EOT 0.0%
244
253
March 29, 2023
Fixed interest rate 15.7%; EOT 0.0%
794
792
819
September 28, 2023
Fixed interest rate 17.7%; EOT 0.0%
435
433
451
June 1, 2028
Fixed interest rate 17.6%; EOT 0.0%
1,205
1,201
1,240
Total Hadrian Automation, Inc.
7,189
7,173
7,388
19
Impulse Space, Inc.
June 18, 2024
1,044
1,043
824
841
Fixed interest rate 12.9%; EOT 3.0%
807
793
815
February 12, 2025
Fixed interest rate 12.6%; EOT 3.0%
1,125
1,103
Total Impulse Space, Inc.
3,807
3,763
3,820
Kymeta Corporation
Variable interest rate Prime + 4.0% or Floor rate 12.5%; EOT 3.0%
7,615
7,807
Rocket Lab USA, Inc.
Fixed interest rate 12.8%; EOT 1.0%
43,408
42,869
44,212
March 20, 2025
Fixed interest rate 12.3%; EOT 1.0%
24,927
Total Rocket Lab USA, Inc.
68,408
67,796
69,139
Slingshot Aerospace, Inc.
July 12, 2024
Variable interest rate Prime + 5.5% or Floor rate 14.0%; EOT 3.0%
23,700
23,311
23,801
August 7, 2024
April 30, 2025
Total Slingshot Aerospace, Inc.
24,200
23,811
24,338
Space Perspective, Inc.
March 3, 2022
Variable interest rate Prime + 7.8% or Floor rate 11.0%; EOT 5.0%
2,854
3,021
1,009
Sub-total: Space Technology (16.0%)*
133,730
132,643
133,208
Supply Chain Technology
Macrofab, Inc.
July 21, 2023
August 1, 2027
Variable interest rate Prime + 5.5% or Floor rate 13.3%; EOT 4.5%
19,495
20,257
18,601
Nucleus RadioPharma, Inc.
Fixed interest rate 11.8%; EOT 4.0%
332
337
342
December 23, 2024
Fixed interest rate 12.3%; EOT 4.0%
1,570
1,564
1,578
Total Nucleus RadioPharma, Inc.
1,902
1,901
1,920
Sub-total: Supply Chain Technology (2.5%)*
21,397
22,158
20,521
20
Transportation Technology
NextCar Holding Company, Inc.
December 14, 2021
Variable interest rate Prime + 5.8% or Floor rate 9.0%; EOT 2.0%
2,728
2,988
754
2,274
2,379
631
February 23, 2022
2,974
3,411
946
April 18, 2022
May 17, 2022
5,685
5,948
1,577
June 22, 2022
Total NextCar Holding Company, Inc.
25,470
26,780
7,064
Get Spiffy, Inc.
July 14, 2023
January 14, 2028
Variable interest rate Prime + 4.5% or Floor rate 12.3%; EOT 6.0%
9,046
9,222
7,713
Fixed interest rate 12.1%; EOT 4.0%
259
265
255
Total Get Spiffy, Inc.
9,305
9,487
7,968
Uveye, Inc.
December 26, 2024
Fixed interest rate 11.9%; EOT 1.0%
18,645
18,494
18,566
March 28, 2025
5,073
5,021
Total Uveye, Inc.
23,718
23,515
23,587
Zuum Transportation, Inc.
December 17, 2021
Variable interest rate Prime + 6.0% or Floor rate 10.8%; EOT 2.5%
4,955
5,029
Sub-total: Transportation Technology (5.2%)*
63,448
64,811
43,267
Total: Debt Securities- United States (191.3%)*
1,630,687
1,637,052
1,594,200
21
Debt Securities- Canada
Construction Technology
Nexii, Inc.
July 24, 2024
365
375
(10)(22)
Sub-total: Construction Technology (0.0%)*
GoFor Delivers, Inc.
June 28, 2024
Variable interest rate Prime + 3.5% or Floor rate 12.0%; EOT 2.5%
6,037
5,803
(8)(10)(22)
Sub-total: Supply Chain Technology (0.7%)*
Total: Debt Securities- Canada (0.7%)*
6,365
6,402
6,178
Debt Securities- Europe
Aledia, Inc.
June 30, 2022
Fixed interest rate 9.7%; EOT 7.0%
111
193
190
August 5, 2022
Fixed interest rate 10.7%; EOT 7.0%
240
344
343
Fixed interest rate 12.0%; EOT 7.0%
460
624
Total Aledia, Inc.
811
1,161
1,157
Sub-total: Industrials (0.1%)*
CMR Surgical Limited
March 24, 2025
Variable interest rate Prime + 4.0% or Floor rate 11.0%; EOT 4.0%
29,585
(8)(10)(19)
Sub-total: Other Healthcare Services (3.5%)*
Zandivio PLC
October 30, 2024
May 1, 2029
Variable interest rate PRIME + 5.3% or Floor rate 13.8%; EOT 2.5%
27,535
27,963
Sub-total: Other Healthcare Services (3.4%)*
All.Space Networks, Limited.
August 22, 2022
Variable interest rate Prime + 7.0% or Floor rate 11.5%; EOT 2.5%
8,219
8,353
8,022
(8)(10)
Sub-total: Space Technology (1.0%)*
Total: Debt Securities- Europe (8.0%)*
67,230
66,634
66,727
Total: Debt Securities (200.0%)*
1,704,282
1,710,088
1,667,105
22
Expiration Date
Series
Strike Price
Warrant Investments- United States
Ambient Photonics, Inc.
Warrant
July 27, 2022
July 27, 2032
15,976
5.50
47
Everalbum, Inc.
July 29, 2026
Class A Common Stock
851,063
0.10
25
(17)
Hologram, Inc.
January 31, 2020
January 27, 2030
193,054
0.26
136
Presto Automation, Inc.
April 28, 2027
Preferred Series A
402,679
0.37
185
(7)(17)
July 28, 2027
170,993
5.85
28
(7)
Total Presto Automation, Inc.
213
February 11, 2035
52,201
5.23
392
368
(19)
Sub-Total: Artificial Intelligence & Automation (0.1%)*
726
513
October 9, 2029
Preferred Series B
55,263
1.90
43
June 1, 2020
July 15, 2030
36,842
36
33
December 31, 2031
Preferred Series C
322,251
3.24
118
216
February 5, 2024
February 5, 2034
1,143,690
1.03
588
1,248
785
1,546
Sub-Total: Biotechnology (0.2%)*
June 30, 2021
June 30, 2031
5,027,629
0.19
967
2,698
September 23, 2034
2,094,922
0.51
695
760
(9)(19)
Total Tarana Wireless, Inc.
1,662
3,458
July 11, 2026
828,479
1.00
(11)(17)(22)
viaPhoton, Inc.
March 31, 2022
March 31, 2032
15,839
0.60
Sub-Total: Connectivity (0.4%)*
3,473
Project Frog, Inc.
Preferred Series AA-1
211,649
(17)(22)
180,340
August 3, 2021
Preferred Series CC
250,000
0.01
Total Project Frog, Inc.
38
23
Warrant Investments- United States, Continued
BaubleBar, Inc.
March 29, 2027
531,806
1.96
April 20, 2028
60,000
72
Total BaubleBar, Inc.
710
Boosted eCommerce, Inc.
December 14, 2020
December 14, 2030
Preferred Series A-1
759,263
0.84
September 30, 2034
833,333
0.48
421
383
Happiest Baby, Inc.
May 16, 2029
182,554
0.33
Madison Reed, Inc.
March 23, 2027
194,553
2.57
231
July 18, 2028
43,158
0.99
71
80
June 30, 2029
36,585
1.23
56
Total Madison Reed, Inc.
February 14, 2033
Preferred Series A-3
243,668
0.68
54
(17)(19)
August 1, 2034
104
207
December 31, 2020
December 31, 2030
99,148
1.53
160
51
April 1, 2031
39,912
1.46
99
Total Portofino Labs, Inc.
73
March 9, 2031
10,833
48.46
203
May 10, 2032
278,761
1.13
459
May 11, 2032
53,029
2.52
162
Super73, Inc.
177,305
3.16
105
Trendly, Inc.
August 10, 2026
245,506
1.14
222
June 23, 2031
68,996
2.79
November 22, 2023
November 22, 2033
51,225
0.41
Total VitaCup, Inc.
Whoop, Inc.
May 17, 2023
May 17, 2033
2,393,845
1,099
2,702
Sub-total: Consumer Products & Services (0.6%)*
4,279
4,720
March 19, 2034
111,458
1.71
152
(9)
March 18, 2031
130,853
7.74
108
April 17, 2024
April 17, 2034
32,493
December 18, 2024
December 18, 2034
21,444
September 30, 2028
222,222
0.90
120
Sub-Total: Education Technology (0.0%)*
457
24
August 30, 2034
47,479
17.28
540
Preferred Series C-2
349,793
1,987
1,956
April 1, 2034
44,133
0.96
July 31, 2034
80,578
0.76
67
80,577
164
420
486
DailyPay, Inc.
September 30, 2020
September 30, 2030
89,264
3.00
151
1,604
October 13, 2033
404,893
1.43
953
1,601
June 15, 2032
Preferred Class B
904,000
June 4, 2034
123,816
2.68
293
82
January 5, 2034
44,448
4.03
58
549
August 29, 2034
62,422
0.73
Parafin, Inc.
February 16, 2024
February 16, 2034
24,616
7.09
328
July 25, 2034
24,641
December 23, 2034
3,657
11.14
Total Parafin, Inc.
275
699
March 14, 2035
100,586
3.10
139
RealtyMogul, Co.
December 18, 2027
954,979
0.95
285
1,408
September 14, 2022
September 14, 2032
90,971
0.88
109
439
August 30, 2023
August 30, 2033
21,303
112
103
Total Slope Tech, Inc.
221
542
May 3, 2024
May 3, 2034
76,133
2.90
210
179
November 14, 2034
111,153
1.58
102
Sub-Total: Finance and Insurance (1.2%)*
10,031
Athletic Brewing Company, LLC
October 28, 2022
October 28, 2032
3,741
140.21
287
June 10, 2029
68,863
5.08
410
December 22, 2020
December 22, 2030
29,925
6.24
September 10, 2028
21,577
617
December 29, 2030
114,725
29
Total Bowery Farming, Inc.
1,216
April 8, 2021
April 8, 2031
68,100
0.27
55
September 13, 2022
September 13, 2032
2,387
19.12
48
February 17, 2033
12,010
18.89
26
Total DrinkPak, LLC
292
October 5, 2032
4,051
39.60
181
GrubMarket, Inc.
June 15, 2020
June 15, 2030
405,000
1.10
7,452
Intelligent Brands, Inc. (f.k.a. PSB Holdings, Inc.)
October 5, 2027
103,636
21.42
December 29, 2032
33,348
3.17
546
Total Intelligent Brands, Inc.
657
The Fynder Group, Inc.
October 14, 2020
October 14, 2030
36,445
0.49
68
Zero Acre Farms, Inc.
December 23, 2022
December 23, 2032
20,181
2.13
79
Sub-Total: Food and Agriculture Technologies (1.0%)*
2,742
8,280
Bolb, Inc.
October 12, 2021
October 12, 2031
181,784
0.07
Edeniq, Inc.
December 23, 2026
2,685,501
0.22
528
(11)(17)(21)
2,184,672
881
June 29, 2027
5,106,972
0.44
176
November 2, 2028
3,850,294
1,745
November 29, 2021
November 29, 2031
Preferred Series D
154,906,320
5,325
(17)(21)
Total Edeniq, Inc.
8,655
February 14, 2020
February 14, 2030
38,171
February 18, 2032
77,524
4,246
June 23, 2022
June 23, 2032
14,624
359
October 31, 2034
Preferred Class F
250
25,000.00
4,614
October 21, 2034
85,556
8.03
796
752
July 9, 2029
140,186
1.15
283
230
November 20, 2020
November 20, 2030
81,294
226
133
March 18, 2032
137,692
1.66
215
Total Mainspring Energy, Inc.
853
578
RTS Holding, Inc.
December 10, 2021
December 10, 2031
2,314
205.28
75
(9)(17)
October 10, 2022
October 10, 2032
917
196.50
31
January 19, 2024
January 19, 2034
Preferred Series D-1
2,876
203.47
418
97
Total RTS Holding, Inc.
580
196
Sub-Total: Green Technology (1.2%)*
6,886
10,181
Dentologie Enterprises, Inc.
October 14, 2022
October 14, 2034
51,632
66
Exer Holdings, LLC
November 19, 2021
November 19, 2031
281
527.51
93
Hospitalists Now, Inc.
March 30, 2026
Preferred Series D-2
135,807
5.89
December 6, 2026
750,000
391
Total Hospitalists Now, Inc.
462
Lark Technologies, Inc.
76,231
1.76
177
79,325
December 22, 2032
97,970
2.49
Total Lark Technologies, Inc.
493
December 29, 2033
155,438
3.62
November 21, 2032
Preferred A
16,517
10.00
89
131
(9)(17)(19)
April 7, 2023
5,518
44
October 17, 2023
5,506
37
219
April 29, 2032
Preferred Class A
268,983
2.09
Sub-Total: Healthcare Technology (0.1%)*
1,560
619
27
BetterLeap, Inc.
April 20, 2032
88,435
2.26
Qwick, Inc.
16,964
August 8, 2022
August 8, 2032
Total Qwick, Inc.
96
Sub-Total: Human Resource Technology (0.0%)*
February 23, 2032
37,218
1.81
Sub-total: Industrials (0.0%)*
October 17, 2032
253,824
6.76
Firefly Systems, Inc.
January 29, 2020
January 29, 2030
133,147
154
April 8, 2034
142,828
40
September 28, 2028
2,219
220.82
34
PebblePost, Inc.
May 7, 2021
May 7, 2031
657,343
687
Sub-Total: Marketing, Media, and Entertainment (0.1%)*
798
870
June 24, 2034
937,604
612
532
April 21, 2033
446,982
1.61
130
Delphinus, Inc.
June 27, 2023
June 27, 2033
Preferred Series E
294,288
0.69
1,628,141
144
August 6, 2034
62,627
18.01
249
10,438
286
218
August 10, 2033
798,085
0.38
399,042
110
101
Preferred Series A Preferred
95,688
5.01
95
August 7, 2033
623,615
138
Sub-Total: Medical Devices (0.2%)*
1,845
1,524
August 2, 2034
243,868
4.77
840
Preferred Class A Common Stock
763,137
0.28
251
341
March 28, 2034
Preferred Series 3
2,288,461
0.65
264
384,615
192,308
700
330
May 24, 2034
7,958
53.40
129
128
Sub-Total: Other Healthcare Services (0.2%)*
1,639
5,434
18.40
880
85.27
208
November 10, 2021
November 10, 2031
16,350
2.20
September 29, 2033
2,804,355
December 6, 2033
Preferred Series AA
457,778
(12)(17)(22)
September 16, 2024
September 16, 2034
Preferred Series BB
93,951,849
0.00
2,391
851
September 27, 2023
September 27, 2033
5,084,804
0.09
Total Knockaway, Inc.
2,864
October 8, 2020
October 8, 2030
106,735
0.29
110,860
September 30, 2031
79,135
1.04
148
May 10, 2024
May 10, 2034
303,562
83
July 1, 2024
377
69
February 12, 2024
February 12, 2034
Preferred Series 1
228,000
119
126
Total Orchard Technologies, Inc.
238
Sub-Total: Real Estate Technology (0.1%)*
3,368
1,175
SaaS
All Seated, Inc.
February 28, 2032
5,101
15.72
Cart.com, Inc.
November 17, 2023
November 17, 2033
31,572
15.87
441
636
January 29, 2034
Class B Common
499,366
0.36
166
Crowdtap, Inc.
December 16, 2025
442,233
1.09
42
790
December 11, 2027
100,000
Total Crowdtap, Inc.
969
Gtxcel, Inc.
September 24, 2025
1,000,000
0.21
Total Gtxcel, Inc.
Lucidworks, Inc.
June 27, 2026
619,435
0.77
806
620
Reciprocity, Inc.
September 25, 2020
September 25, 2030
114,678
4.17
April 29, 2021
April 29, 2031
57,195
Total Reciprocity, Inc.
153
November 4, 2034
204,760
1.98
304
Smartly, Inc.
May 16, 2022
May 16, 2034
48,097
84
June 21, 2034
55,818
145
The Tomorrow Companies, Inc.
December 14, 2022
December 14, 2032
26,124
1.70
Sub-Total: SaaS (0.3%)*
2,505
2,908
April 13, 2033
85,644
7.89
September 27, 2034
156,677
2.27
683
643
766
896
Axiom Space, Inc.
May 28, 2021
May 28, 2031
1,773
169.24
121
882
340.11
Total Axiom Space, Inc.
Hermeus Corporation
August 9, 2022
August 9, 2032
19,286
June 18, 2034
60,554
1.91
498
July 12, 2034
328,416
0.46
400
July 3, 2034
3,995,407
0.11
331
458
March 3, 2032
221,280
2.75
256
Sub-Total: Space Technology (0.3%)*
2,301
2,268
July 21, 2035
311,176
Preferred C-1 Preferred
392,157
April 11, 2036
161,006
311,177
59
161,007
January 14, 2035
247,173
Total Macrofab, Inc.
865
43,636
1.99
Sub-Total: Supply Chain Technology (0.0%)*
934
257
July 14, 2033
874,527
0.70
408
December 14, 2026
Class A Common
6,211
64.42
35
(13)
February 23, 2027
March 16, 2027
583
April 18, 2027
5,336
September 29, 2022
September 29, 2027
Preferred Stock
1,224,752
170
(13)(17)
December 26, 2034
Preferred Ordinary
476,031
4.38
539
417
April 30, 2024
April 30, 2034
41,271
4.34
61
Sub-Total: Transportation Technology (0.1%)*
1,260
478
Total: Warrant Investments- United States (6.1%)*
40,164
50,491
30
Warrant Investments- Europe
Ordinary
11,771
€
149.02
438
(10)(17)
Sub-Total: Industrials (0.1%)*
March 24, 2030
7,680
124
94
(10)(17)(19)
Sub-Total: Industrials (0.0%)*
October 29, 2024
October 29, 2034
132,042
771
(10)(19)
Sub-Total: Other Healthcare Services (0.1%)*
August 19, 2022
August 19, 2032
71,203
21.79
113
(10)
August 22, 2024
August 22, 2034
20,769
8.90
Total All.Space Networks, Limited.
114
Sub-Total: Space Technology (0.0%)*
Total: Warrant Investments- Europe (0.2%)*
1,139
1,285
Total: Warrant Investments- (6.2%)*
41,303
51,776
Shares / Principal
Equity Investments- United States
Cabernet AI, Inc.
Equity
February 27, 2025
SAFE Note
611,246
Preferred Series 6
559
3,892,485
5,500
Convertible Note
3,966
284
(16)(21)
viaPhoton Inc.
May 23, 2024
740
370
Sub-Total: Connectivity (0.1%)*
4,836
1,213
4,383,497
351
3,401,678
1,333
6,633,486
3,129,887
1,253
4,621
Sub-Total: Construction Technology (0.0%)*
-
November 1, 2021
256,291
Preferred Series B-1
468
August 17, 2021
3,321
290,242
496
Sub-Total: Consumer Products & Services (0.1%)*
1,500
964
October 18, 2024
539,490
494.000
(10)(12)(17)
128,393
338.000
Dynamics, Inc.
17,726
390
2,810,235
21,203
300,285
4,023
1,486
24,023
22,689
Openly Holdings Corp.
May 9, 2023
44,725
June 20, 2023
64,654
510
Sub-Total: Finance and Insurance (2.9%)*
26,288
24,570
June 28, 2021
7,595
1,214
Class B
279
Sub-Total: Food and Agriculture Technologies (0.0%)*
783
Equity Investments- United States, Continued
November 6, 2024
11,140
325
7,807,499
3,224
3,657,487
1,693
133,766,138
6,273
11,190
April 6, 2023
87,112
65,614
Preferred Series E-1
July 5, 2022
2,035
Preferred Series E-1D
334
February 15, 2023
1,966
Preferred Series E-1D1
405
373
February 7, 2025
2,054
1,067
1,068
Sub-Total: Green Technology (1.6%)*
2,392
13,114
August 3, 2023
72,338
300
327
Emerald Cloud Lab, Inc.
June 3, 2022
499,999
April 29, 2024
617,890
Total Emerald Cloud Lab, Inc.
629
August 19, 2021
32,416
7,000,000
3,450
Preferred Series P
3,219
Total WorkWell Prevention & Care Inc.
6,720
8,149
679
May 27, 2022
37,920
Digilens, Inc.
July 29, 2023
21,730
September 18, 2024
9,498
January 12, 2024
12,205
4,489
October 10, 2023
6,332
May 6, 2024
4,117
June 9, 2024
2,617
May 20, 2024
126,641
March 26, 2025
73,873
65
Total Digilens, Inc.
217
Preferred
5,522
5,729
(10)(17)(22)
EPT 16 LLC
9,215
9,615
Trinity Capital Adviser, LLC
7,219
Sub-Total: Multi-Sector Holdings (2.7%)*
14,738
22,563
30,458
2,956,224
97,866,510
September 7, 2023
3,409,997
Total Knockaway Inc.
3,250
904
August 6, 2021
2,938
Preferred Series 2
March 16, 2023
97,060
971
50
3,009
10,900
1,007
Maxwell Financial Labs, Inc
January 22, 2021
84,998
313
229,972
158
32,839
Preferred Series B-2
17,804
Total Maxwell Financial Labs, Inc
298
Sub-Total: Real Estate Technology (0.2%)*
5,122
1,259
11,533
533
136,388
665
July 5, 2023
108,088
191
Sub-total: SaaS (0.2%)*
1,325
1,389
April 5, 2023
13,685
Series C Prime Preferred
64,223
600
573
900
703
August 11, 2021
3,624
Preferred Series C-1
521
432
53,154
Preferred A-4
December 11, 2023
31,831
Preferred B-1
800
706
23,240
316
Sub-total: Space Technology (0.3%)*
2,546
2,157
January 30, 2024
Sub-total: Supply Chain Technology (0.0%)*
April 18, 2023
2,688,971
Preferred Series A-6
Sub-total: Transportation Technology (0.0%)*
Total: Equity Investments- United States (8.3%)*
74,017
69,050
Equity Investments- Canada
6,126
3,049
388
50,000
1,370
3,168
Total Nexii, Inc.
4,419
3,556
Sub-Total: Construction Technology (0.4%)*
194,329
Series 2 Seed
660
1,202
Sub-total: Supply Chain Technology (0.1%)*
Total: Equity Investments- Canada (0.6%)*
5,079
4,758
Total: Equity Investments (8.9%)*
79,096
73,808
Total Investment in Securities (215.1%)*
1,830,487
Cash and Cash Equivalents
Goldman Sachs Financial Square Government Institutional Fund
3,262
Other cash accounts
5,124
Cash and Cash Equivalents (1.0%)*
Total Portfolio Investments and Cash and Cash Equivalents (216.1%) of net assets)
1,838,873
1,801,075
* Value as a percent of net assets
Net change in
Unrealized
Fair Value at
Gross
Realized
(Depreciation)/
Interest and
December 31, 2024
Additions (1)
Reductions (2)
Gain/(Loss)
Appreciation
Dividend Income
For the Three Months Ended March 31, 2025
Control Investments
18,105
1,742
19,847
(44
16,608
1,559
(13
(803
17,351
431
WorkWell Prevention and Care Inc.
49,141
4,221
(5,000
(3,261
45,101
1,882
4,851
2,368
Total Control Investments
5,780
(5,013
Affiliate Investments
6,441
554
7,005
3,997
(67
3,930
19,071
(457
18,614
1,074
Total Affiliate Investments
38,724
Total Control and Affiliate Investments
127,973
5,789
129,182
3,600
July 28, 2022
Variable interest rate Prime + 6.0% or Floor rate 9.5%; EOT 4.0%
1,003
1,184
November 17, 2022
947
1,131
December 20, 2022
June 1, 2025
175
204
Total Ambient Photonics, Inc.
2,125
2,510
2,300
4,190
4,191
4,270
6,975
6,978
7,162
3,711
3,714
3,814
1,657
1,700
6,011
6,016
22,544
22,556
23,124
18,894
19,404
18,771
19,170
19,371
19,838
20,041
38,609
39,211
39,412
Sub-total: Artificial Intelligence & Automation (10.2%)*
82,548
83,171
84,240
4,468
4,453
4,757
4,747
4,899
4,891
5,177
5,173
1,089
1,053
25,567
25,490
30,195
30,949
Sub-total: Biotechnology (6.9%)*
55,762
56,439
14,058
14,283
15,521
(8)(21)
Sub-total: Connectivity (3.6%)*
27,400
29,579
29,804
227
223
376
353
1,141
1,014
1,783
1,590
270
1,010
4,752
4,736
4,751
4,612
4,620
14,086
14,107
1,064
1,150
1,176
7,778
8,237
8,264
1,111
1,179
1,185
8,889
9,416
9,449
3,849
3,954
3,984
4,068
7,849
7,951
8,052
1,928
1,986
1,939
5,051
5,951
5,859
6,128
5,842
Sub-total: Consumer Products & Services (6.0%)*
48,066
50,431
49,024
2,522
3,511
3,493
Sub-total: Digital Assets Technology and Services (0.4%)*
14,848
13,712
April 1, 2025
5,531
5,300
1,938
1,759
7,059
7,876
6,683
2,229
10,501
8,912
Sub-total: Education Technology (3.6%)*
32,818
29,683
41
34,956
34,130
34,579
(8)(15)(19)
38,342
38,122
8,630
8,482
3,765
3,677
3,735
7,516
7,205
7,263
Variable interest rate PRIME + 4.5% or Floor rate 12.0%+PIK Fixed Interest Rate 1.0%; EOT 2.0%
14,577
14,504
14,530
14,437
14,924
29,107
28,941
29,924
11,514
11,663
2,809
2,856
4,210
4,281
4,078
4,142
14,591
14,895
37,202
37,837
6,809
7,019
6,610
15,662
15,796
12,403
12,582
Variable interest rate SOFR 30 Day Forward + 10.3% or Floor rate 12.3%; EOT 0.0%
9,861
9,665
13,814
24,600
24,252
16,452
16,220
1,823
9,223
9,369
9,191
18,800
18,414
18,560
13,862
Sub-total: Finance and Insurance (35.1%)*
292,668
287,253
289,208
6,938
March 8, 2022
Fixed interest rate 9.5%; EOT 7.5%
381
201
199
267
707
1,060
1,052
8,033
8,074
Fixed interest rate 11.2%; EOT 11.5%
4,520
3,668
Fixed interest rate 8.8%; EOT 11.5%
6,744
7,531
5,930
10,455
12,051
9,598
Sub-total: Food and Agriculture Technologies (2.3%)*
26,088
28,082
18,781
3,565
3,665
9,979
10,021
10,333
13,429
13,586
13,998
8,098
8,034
1,349
1,378
797
974
956
3,908
4,125
3,203
3,276
1,967
1,989
2,004
874
10,745
11,238
11,280
35,626
34,946
9,185
45,026
44,131
Fixed interest rate 12.4%; EOT 1.0%
601
670
680
1,737
1,769
1,779
Total Hi-Power, LLC
2,338
2,439
2,817
3,332
1,496
1,788
5,238
5,069
15,838
15,722
15,382
15,689
15,345
31,676
31,411
30,727
19,488
20,347
20,126
136,474
137,773
137,405
45
Variable interest rate Prime + 8.3% or Floor rate 11.5% or ceiling rate of 13.5%; EOT 4.0%
659
856
2,041
2,212
2,187
July 7, 2023
5,039
5,094
7,700
8,107
8,134
12,512
12,439
8,516
8,601
8,658
2,831
2,832
2,932
2,803
2,797
2,873
2,767
2,756
2,830
16,917
16,986
17,293
5,127
4,799
15,309
15,007
10,131
10,129
30,567
29,935
Sub-total: Healthcare Technology (8.3%)*
67,617
68,672
68,301
31,416
32,287
28,390
31,916
32,787
28,868
Fixed interest rate 0.0%; EOT 9.0%
1,256
1,567
1,517
April 12, 2022
675
816
Total 3DEO, Inc.
1,931
2,383
2,313
Formlogic Corporation
December 28, 2023
Fixed interest rate 12.1%; EOT 1.5%
4,017
4,014
1,718
(9)(14)(18)
April 25, 2024
350
149
Total Formlogic Corporation
4,367
4,361
1,867
Sub-total: Industrials (0.5%)*
6,298
4,180
8,360
8,449
8,123
3,115
3,193
3,130
1,388
2,538
2,332
Variable interest rate Prime + 8.8% or Floor rate 11.5%; EOT 3.8%
7,478
7,886
7,871
10,599
10,768
5,286
5,371
15,885
16,139
Sub-total: Marketing, Media, and Entertainment (4.6%)*
36,098
37,951
37,595
17,847
17,773
17,982
7,438
7,314
7,371
25,285
25,087
25,353
12,074
12,215
5,997
6,137
18,071
18,352
13,822
27,803
28,052
4,633
4,675
32,436
32,727
20,706
6,034
6,032
2,961
2,926
8,995
8,958
11,895
12,006
11,245
11,426
27,504
27,745
Sub-total: Medical Devices (20.8%)*
170,170
169,055
171,095
(10)(14)(21)
Sub-total: Multi-Sector Holdings (1.6%)*
4,467
4,477
4,555
46,411
47,219
51,467
50,888
51,774
43,141
42,389
42,382
5,038
4,972
48,179
47,361
47,354
5,833
8,379
8,445
Sub-total: Other Healthcare Services (13.8%)*
114,021
112,335
113,406
3,900
4,129
3,999
19,920
19,159
(8)(14)(21)
Variable interest rate SOFR 30 Day Forward + 9.0% or Floor rate 13.5%; EOT 0.0%
24,981
15,486
15,052
15,673
15,239
Variable interest rate Prime + 8.0% or Floor rate 15.0%; EOT 3.0%
28,765
24,662
Sub-total: Real Estate Technology (10.7%)*
96,271
93,468
88,040
BackBlaze, Inc.
March 29, 2021
Fixed interest rate 7.5%; EOT 11.5%
518
20,478
20,316
20,532
4,413
7,764
12,177
24,910
24,422
23,091
23,720
18,309
36,100
35,326
3,290
3,216
39,390
38,542
3,621
3,744
Sub-total: SaaS (17.2%)*
143,436
140,996
141,956
7,611
8,099
8,201
10,911
10,388
10,557
2,693
2,563
2,603
21,215
21,050
21,361
Variable interest rate Prime + 6.0% or Floor rate 9.3%; EOT 2.5%
15,641
15,530
1,497
1,495
1,522
1,192
1,215
2,290
2,289
2,347
608
632
274
877
875
467
485
1,273
1,268
1,307
8,609
8,592
8,824
1,143
1,133
1,155
901
887
907
1,077
1,051
3,121
3,071
3,113
7,575
7,783
45,649
44,992
46,466
23,233
23,750
524
23,733
24,274
2,936
1,637
(8)(14)(18)
Sub-total: Space Technology (15.7%)*
128,630
127,675
128,988
Variable interest rate Prime + 5.5% or Floor rate 13.3%; EOT 4.0%
19,448
19,220
364
366
2,000
2,364
2,346
2,353
Sub-total: Supply Chain Technology (2.6%)*
21,859
21,794
21,573
2,927
3,188
926
1,080
1,800
25,669
26,980
8,126
9,127
7,763
291
9,291
9,419
8,037
20,217
20,011
5,065
4,737
Sub-total: Transportation Technology (5.0%)*
60,177
61,475
40,911
Total: Debt Securities- United States (189.1%)*
1,592,144
1,594,217
1,555,875
52
6,027
5,769
(8)(10)(21)
6,392
6,144
Fixed interest rate 9.0%; EOT 7.0%
1,701
2,971
2,947
379
480
838
2,978
4,587
4,560
Sub-total: Industrials (0.6%)*
27,426
Sub-total: Other Healthcare Services (3.3%)*
8,339
Total: Debt Securities- Europe (4.9%)*
39,397
40,352
40,112
Total: Debt Securities (194.7%)*
1,637,906
1,640,961
1,602,131
53
Sub-Total: Artificial Intelligence & Automation (0.0%)*
194
1,397
2,701
722
3,423
3,424
(21)
477
303
909
88
2,275
4,609
56,494
749
702
1,624
161,155
369
1,516
1,534
429
321
685
1,386
476
96,710
243
128,992
5,737
9,596
490
296
355
4,256
14.47
Sub-Total: Food and Agriculture Technologies (0.6%)*
5,187
506
855
1,709
4,529
99,287
925
224
564
280
7,014
9,483
147
2,152
2,542
202
Sub-Total: Healthcare Technology (0.4%)*
2,977
12,155
200,000
735
884
352
294,289
1,889,448
167
73,065
1,197,127
100
77
1,868
809
260
245
677
1,898
1,509
209
2,401
September 23, 2023
September 23, 2033
2,865
October 7, 2020
October 7, 2030
Sub-Total: Real Estate Technology (0.3%)*
3,242
2,627
697
Preferred Class B Common
860
1,054
686
237,623
503
491
Sub-Total: SaaS (0.4%)*
2,575
3,361
60
962
64,087
389
354
2,315
2,343
July 21, 2033
622,353
2.02
April 11, 2024
April 11, 2034
322,013
714
44,303
63
784
272
2.36
523
39,666
50,111
845
August 22, 2032
1,343
Total: Warrant Investments- (6.3%)*
40,680
51,454
1,087
740,000
Sub-Total: Connectivity (0.2%)*
2,021
501.000
368.000
Preferred Series C Preferred
20,549
21,973
569
23,931
2,144
501
Sub-Total: Food and Agriculture Technologies (0.1%)*
1,000
3,129
1,658
5,569
10,356
345
739
Sub-Total: Green Technology (1.5%)*
2,064
11,964
302
116
575
6,186
(7)(10)(21)
(7)(10)(17)(21)
(10)(17)(21)
Sub-Total: Multi-Sector Holdings (2.5%)*
20,252
2,574
155
Sub-Total: Real Estate Technology (0.4%)*
5,115
2,920
541
689
1,461
592
725
449
570
911
35,754
492
2,721
2,577
248
Total: Equity Investments- United States (8.2%)*
73,506
67,690
2,614
1,008
3,622
673
Total: Equity Investments- Canada (0.5%)*
4,295
Total: Equity Investments (8.7%)*
78,585
71,985
Total Investment in Securities (209.7%)*
1,760,226
3,750
5,877
Cash and Cash Equivalents (1.2%)*
Total Portfolio Investments and Cash and Cash Equivalents (210.8%) of net assets)
1,769,853
1,735,197
December 31, 2023
For the Year Ended December 31, 2024
11,386
873
(3,036
8,882
3Q GoFor Holdings, LP
4,222
988
(7,148
(4,226
6,164
16,745
(150
(251
1,819
22,989
29,252
(2,416
(684
4,850
55,850
31,378
(12,750
18,997
8,764
6,687
(246
393
11,335
7,401
335
23,303
2,903
67,185
54,681
19,086
123,976
11,667
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Trinity Capital Inc. (“Trinity Capital” and, together with its subsidiaries, the “Company”) is a specialty lending company focused on providing debt, including loans, equipment financings and asset based lending, to growth-oriented companies, including institutional investor-backed companies. Trinity Capital was formed on August 12, 2019 as a Maryland corporation and commenced operations on January 16, 2020. Prior to January 16, 2020, Trinity Capital had no operations, except for matters relating to its formation and organization as a business development company (“BDC”).
Trinity Capital is an internally managed, closed-end, non-diversified management investment company that has elected to be regulated as a BDC under the Investment Company Act of 1940, as amended (the “1940 Act”). Trinity Capital has elected to be treated, currently qualifies, and intends to continue 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.
On September 27, 2019, Trinity Capital was initially capitalized with the issuance of 10 shares of its common stock for $150 to its sole stockholder.
On January 16, 2020, Trinity Capital completed a private offering of shares of its common stock (the “Private Common Stock Offering”) pursuant to which it issued and sold 8,333,333 shares of its 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.
Concurrent with the initial closing of the Private Common Stock Offering, the Company completed a private debt offering (the “144A Note Offering” and together with the Private Common Stock Offering, the “Private Offerings”), pursuant to which it issued and sold $125.0 million in aggregate principal amount of the Company’s unsecured 7.00% Notes due 2025 (the “2025 Notes”), inclusive of the over-allotment option that was exercised in full on January 29, 2020.
On January 16, 2020, Trinity Capital completed a series of transactions, the Private Offerings, and the acquisition of Trinity Capital Investment, LLC, Trinity Capital Fund II, L.P. (“Fund II”), Trinity Capital Fund III, L.P., Trinity Capital Fund IV, L.P., and Trinity Sidecar Income Fund, L.P. (collectively, the “Legacy Funds”) through mergers of the Legacy Funds with and into Trinity Capital as well as Trinity Capital’s acquisition of Trinity Capital Holdings, LLC (“Trinity Capital Holdings”) (collectively, the “Formation Transactions”).
Trinity Capital’s common stock began trading on the Nasdaq Global Select Market on January 29, 2021, under the symbol “TRIN” in connection with its initial public offering of shares of its common stock (“IPO”).
On December 5, 2022, the Company 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 (the “JV”), a Delaware limited liability company. The JV invests in secured loans and equipment financings to growth-oriented companies that have been originated by the Company. Refer to “Note 12 – Related Party Transactions” for additional information.
On March 16, 2023, the Company formed an unconsolidated wholly owned subsidiary, Trinity Capital Adviser LLC (“Adviser Sub”), a Delaware limited liability company. The Company was granted exemptive relief by the SEC that permits the Company 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”). The Adviser Sub may provide investment advisory and related services to one or more investment vehicles (the “Adviser Funds”) with ownership by one or more unrelated third-party investors and receive fee income for such services. Refer to “Note 12 – Related Party Transactions” for additional information.
On June 28, 2024, the Company and a specialty credit manager funded a portion of their respective capital commitments to commence operations of a credit fund, EPT 16 LLC (“EPT 16”), a Delaware limited liability company. EPT 16 has acquired and intends to acquire, hold and, as applicable, dispose of investments that have been originated by the Company. Refer to “Note 12 – Related Party Transactions” for additional information.
The Company’s interim consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6, 10 and 12 of Regulation S-X. Accordingly, certain disclosures accompanying annual financial statements prepared in accordance with GAAP are omitted. In the opinion of management, the unaudited financial results included herein contain all adjustments, consisting solely of normal accruals, considered necessary for the fair statement of the results for the interim period included herein. The current period’s consolidated results of operations are not necessarily indicative of results that may be achieved for the year. The interim consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission (“SEC”) on February 26, 2025. As an investment company, the Company follows accounting and reporting guidance determined by the Financial Accounting Standards Board (“FASB”), in Accounting Standards Codification, as amended (“ASC”) 946, Financial Services – Investment Companies (“ASC 946”).
Under ASC 946, the Company is precluded from consolidating portfolio company investments, including those in which it has a controlling interest, unless the portfolio company is another investment company. An exception to this general principle occurs if the Company holds a controlling interest in an operating company that provides all or substantially all of its services directly to the Company or to its portfolio companies. None of the portfolio investments made by the Company qualify for this exception. Therefore, the Company’s investment portfolio is carried on the Consolidated Statements of Assets and Liabilities at fair value, as discussed further in “Note 3 - Investments,” with any adjustments to fair value recognized as “Net change in unrealized appreciation/(depreciation) from investments” on the Consolidated Statements of Operations.
The Company’s consolidated operations include the activities of its wholly owned subsidiaries, Trinity Funding 1, LLC (“TF1”), and TrinCap Funding, LLC (“TCF”). TF1 was formed on August 14, 2019, as a Delaware limited liability company with Fund II as its sole equity member. On January 16, 2020, in connection with the Formation Transactions, Trinity Capital acquired TF1 through Fund II and became a party to, and assumed, a credit agreement with Credit Suisse AG (the “Credit Suisse Credit Facility”) through TF1 which matured on January 8, 2022 in accordance with its terms. TCF was formed on August 5, 2021, as a Delaware limited liability company with Trinity Capital as its sole equity member for purposes of securing lending in conjunction with a credit agreement with KeyBank National Association (“KeyBank”) (such credit facility, as amended, the “KeyBank Credit Facility”). TF1 and TCF are special purpose bankruptcy-remote entities and are separate legal entities from Trinity Capital. Any assets conveyed to TF1 or TCF are not available to creditors of the Company or any other entity other than TF1’s or TCF’s respective lenders. TF1 and TCF are consolidated for financial reporting purposes and in accordance with GAAP, and the portfolio investments held by these subsidiaries, if any, are included in the Company’s consolidated financial statements and recorded at fair value. All intercompany balances and transactions have been eliminated. As part of the Formation Transactions, Trinity Capital acquired 100% of the equity interests of Trinity Capital Holdings. There has been no activity in Trinity Capital Holdings since acquisition.
As permitted under Regulation S-X and consistent with the guidance in ASC 946-810-45-3, the Company will generally not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate the Adviser Sub because it is not an investment company as defined in ASC 946 and provides investment advisory services exclusively to the Adviser Funds with ownership by one or more unrelated third-party investors ("External Parties"). The Company does not consolidate the JV or EPT 16 as the Company does not hold a majority of the ownership or economic interests of such entities, and the Company's representatives do not comprise the majority of the board of managers of the JV. Pursuant to ASC 946, the Adviser Sub, JV, and EPT 16 are each accounted for as a portfolio investment of the Company held at fair value and are not included as a consolidated subsidiary in the Company's financial statements. Refer to “Note 12 – Related Party Transactions” for additional information.
In accordance with Rule 10-01(b)(1) of Regulation S-X, as amended, the Company must determine which of its unconsolidated controlled subsidiaries, if any, are considered “significant subsidiaries.” In evaluating these unconsolidated controlled subsidiaries, there are two significance tests utilized per Rule 1-02(w) of Regulation S-X to determine if any of the Company’s investments or unconsolidated controlled subsidiaries are considered significant: the investment test and the income test. As of March 31, 2025 and December 31, 2024, none of the Company’s investments or unconsolidated controlled subsidiaries met either of these two significance tests.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. These estimates and assumptions also affect the reported amounts of revenues, costs and expenses during the reporting period. Management evaluates these estimates and assumptions on a regular basis. Actual results could differ materially from these estimates.
Loan originations are recorded on the date of the legally binding commitment. Realized gains or losses are recorded using the specific identification method as the difference between the net proceeds received, excluding prepayment fees, if any, and the amortized cost basis of the investment without regard to unrealized gains or losses previously recognized, and include investments written off during the period, net of recoveries. The net change in unrealized gains or losses primarily reflects the change in investment fair values as of the last business day of the reporting period and also includes the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period.
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.
The Company’s investments are carried at fair value in accordance with the 1940 Act and ASC 946 and measured in accordance with ASC 820, Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the observability of inputs used to measure fair value, and provides disclosure requirements for fair value measurements. ASC 820 requires the Company to assume that each of the portfolio investments is sold in a hypothetical transaction in the principal or, as applicable, most advantageous market using market participant assumptions as of the measurement date. Market participants are defined as buyers and sellers in the principal market that are independent, knowledgeable and willing and able to transact. The Company values its investments at fair value as determined in good faith pursuant to a consistent valuation policy by the Company’s Board of Directors (the “Board”) in accordance with the provisions of ASC 820 and the 1940 Act.
The SEC adopted Rule 2a-5 under the 1940 Act (“Rule 2a-5”), which establishes a framework for determining fair value in good faith for purposes of the 1940 Act. As adopted, Rule 2a-5 permits boards of directors to designate certain parties to perform fair value determinations, subject to board oversight and certain other conditions. The SEC also adopted Rule 31a-4 under the 1940 Act (“Rule 31a-4”), which provides the recordkeeping requirements associated with fair value determinations. While the Company's Board has not elected to designate a valuation designee, the Company has adopted certain revisions to its valuation policies and procedures to comply with the applicable requirements of Rule 2a-5 and Rule 31a-4.
While the Board is ultimately and solely responsible for determining the fair value of the Company’s investments, the Company has engaged independent valuation firms, on a discretionary basis, to provide the Company with valuation assistance with respect to its investments. Specifically, on a quarterly basis, the Company identifies portfolio investments with respect to which an independent valuation firm assists in valuing such investments. 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.
Investments recorded on the Company’s Consolidated Statements of Assets and Liabilities are categorized based on the inputs to the valuation techniques as follows:
Level 1 — Investments whose values are based on unadjusted quoted prices for identical assets in an active market that the Company has the ability to access (examples include investments in active exchange-traded equity securities and investments in most U.S. government and agency securities).
Level 2 — Investments whose values are based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the investment.
Level 3 — Investments whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement (for example, investments in illiquid securities issued by privately held companies). These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the investment.
Given the nature of lending to venture capital-backed growth-oriented companies, 99.1%, based on fair value, 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 index for these investment securities to be traded or exchanged. Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur. The Company uses an internally developed portfolio investment rating system in connection with its investment oversight, portfolio management and analysis, and investment valuation procedures. This system takes into account both quantitative and qualitative factors of the portfolio companies. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may fluctuate from period to period. 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.
Debt Securities
The debt securities identified on the Consolidated Schedule of Investments are secured loans and equipment financings made to growth-oriented companies. For portfolio investments in debt securities for which the Company has determined that third-party quotes or other independent pricing are not available, the Company generally estimates the fair value based on the assumptions that hypothetical market participants would use to value the investment in a current hypothetical sale using an income approach.
In its application of the income approach to determine the fair value of debt securities, the Company bases its assessment of fair value on projections of the discounted future free cash flows that the security will likely generate, including analyzing the discounted cash flows of interest and principal amounts for the security, as set forth in the associated loan and equipment financing agreements, as well as market yields and the financial position and credit risk of the portfolio company (the “Hypothetical Market Yield Method”). The discount rate applied to the future cash flows of the security is based on the calibrated yield implied by the terms of the Company’s investment adjusted for changes in market yields and performance of the subject company. The Company’s estimate of the expected repayment date of its loans and equipment financings securities is either the maturity date of the instrument or the anticipated pre-payment date, depending on the facts and circumstances. The Hypothetical Market Yield Method also considers changes in leverage levels, credit quality, portfolio company performance, market yield movements, and other factors. If there is deterioration in credit quality or if a security is in workout status, the Company may consider other factors in determining the fair value of the security, including, but not limited to, the value attributable to the security from the enterprise value of the portfolio company or the proceeds that would most likely be received in a liquidation analysis.
Equity Securities and Warrants
Often the Company is issued warrants by issuers as yield enhancements. These warrants are recorded as assets at estimated fair value on the grant date. The Company determines the cost basis of the warrants or other equity securities received based upon their respective fair values on the date of receipt in proportion to the total fair value of the debt and warrants or other equity securities received. Depending on the facts and circumstances, the Company generally utilizes a combination of one or several forms of the market approach and contingent claim analyses (a form of option analysis) to estimate the fair value of the securities as of the measurement date and determines the cost basis using a relative fair value methodology. As part of its application of the market approach, the Company estimates the enterprise value of a portfolio company utilizing customary pricing multiples, based on the development stage of the underlying issuers, or other appropriate valuation methods, such as considering recent transactions in the equity securities of the portfolio company or third-party valuations that are assessed to be indicative of fair value of the respective portfolio company. If appropriate, based on the facts and circumstances, the Company performs an allocation of the enterprise value to the equity securities utilizing a contingent claim analysis and/or other waterfall calculation by which it allocates the enterprise value across the portfolio company’s securities in order of their preference relative to one another.
Fair value estimates are made at discrete points in time based on relevant information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. The carrying amounts of the Company’s financial instruments, consisting of cash, investments, receivables, payables, and other liabilities, approximate the fair values of such items due to the short-term nature of these instruments. Refer to “Note 4 – Fair Value of Financial Instruments” for further discussion.
Cash, cash equivalents and restricted cash consist of funds deposited with financial institutions and short-term (original maturity of three months or less) liquid investments in money market deposit accounts. Cash equivalents are classified as Level 1 assets and are valued using the net asset value (“NAV”) per share of the money market fund. As of March 31, 2025 and December 31, 2024, cash and cash equivalents consisted of $8.4 million and $9.6 million, respectively, of which $3.3 million and $3.8 million, respectively, was held in the Goldman Sachs Financial Square Government Institutional Fund with a yield between 3% - 6%. Cash held in demand deposit accounts may exceed the Federal Deposit Insurance Corporation (“FDIC”) insured limit and therefore is subject to credit risk. 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. As of March 31, 2025 and December 31, 2024, the Company did not have any restricted cash.
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Other assets generally consist of fixed assets net of accumulated depreciation, leasehold improvements net of accumulated depreciation, right-of-use assets, prepaid expenses, deferred offering costs, unsettled receivables, and security deposits for operating leases.
Equity offering costs consist of fees and costs incurred in connection with the sale of the Company’s common stock, including legal, accounting and printing fees. These costs are deferred at the time of incurrence and are subsequently charged as a reduction to capital when the offering takes place or as shares are issued. Equity offering costs are periodically reviewed and expensed if the related registration is no longer active.
Security deposits are collected upon funding equipment financings and are applied in lieu of regular payments at the end of the term.
The Company records costs related to the issuance of debt obligations as deferred debt financing costs. These costs are deferred and amortized using the straight-line method over the stated maturity life of the obligations. Debt financing costs related to secured or unsecured notes are netted with the outstanding principal balance on the Company’s Consolidated Statements of Assets and Liabilities. Debt financing costs related to the KeyBank Credit Facility are recorded as deferred credit facility costs on the Company’s Consolidated Statements of Assets and Liabilities.
Interest and Dividend Income
The Company recognizes interest income on an accrual basis and recognizes it as earned in accordance with the contractual terms of the loan agreement to the extent that such amounts are expected to be collected. Original issue discount (“OID”) initially includes the estimated fair value of detachable warrants obtained in conjunction with the origination of debt securities and is accreted into interest income over the term of the loan as a yield enhancement based on the effective yield method. In addition, the Company may also be entitled to an end-of-term (“EOT”) payment. EOT payments to be paid at the termination of the debt agreements are accreted into interest income over the contractual life of the debt based on the effective yield method. When a portfolio company pre-pays their indebtedness prior to the scheduled maturity date, the acceleration of the unaccreted OID and EOT payment is recognized as interest income.
The Company has a limited number of debt investments in its portfolio that contain a payment-in-kind (“PIK”) provision. Contractual PIK interest, which represents contractually deferred interest added to the loan balance that is generally due at the end of the loan term, is generally recorded on an accrual basis to the extent such amounts are expected to be collected. The Company will generally cease accruing PIK interest if there is insufficient value to support the accrual or management does not expect the portfolio company to be able to pay all principal and interest due. During the three months ended March 31, 2025 and 2024, the Company recorded $1.5 million and $4.1 million, respectively, in PIK interest income.
Income related to application or origination payments, including facility commitment fees, net of related expenses and generally collected in advance, is amortized into interest income over the contractual life of the loan. The Company recognizes nonrecurring fees and additional OID and EOT payment received in consideration for contract modifications commencing in the quarter relating to the specific modification.
The Company records dividend income on an accrual basis to the extent amounts are expected to be collected. Dividend income is recorded when dividends are declared by the portfolio company or at such other time that an obligation exists for the portfolio company to make a distribution. During the three months ended March 31, 2025 and 2024, the Company recorded $0.8 million and $0.2 million in dividend income, respectively.
Fee and Other Income
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. 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.
Non-Accrual Policy
When a debt security becomes 90 days or more past due, or if management otherwise does not expect that principal, interest, and other obligations due will be collected in full, the Company will generally place the debt security on non-accrual status and cease recognizing interest income on that debt security until all principal and interest due has been paid or the Company believes the borrower has demonstrated the ability to repay its current and future contractual obligations. Any uncollected interest is reversed from income in the period that collection of the interest receivable is determined to be doubtful. However, the Company may make exceptions to this policy if the investment has sufficient collateral value and is in the process of collection.
As of March 31, 2025, loans to three portfolio companies and equipment financings to two portfolio company were on non-accrual status, with a total cost of approximately $49.7 million, and a total fair value of approximately $15.2 million, or 0.9%, 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.
Net Realized Gains / (Losses)
Realized gains / (losses) are measured by the difference between the net proceeds from the sale or redemption of an investment or a financial instrument and the cost basis of the investment or financial instrument, without regard to unrealized appreciation or depreciation previously recognized, and includes investments written off during the period net of recoveries and realized gains or losses from in-kind redemptions. Net proceeds exclude any prepayment penalties, exit fees, and OID and EOT acceleration. Prepayment penalties and exit fees received at the time of sale or redemption are included in fee income on the Consolidated Statements of Operations. OID and EOT acceleration is included in interest income on the Consolidated Statements of Operations.
Net Change in Unrealized Appreciation / (Depreciation)
Net change in unrealized appreciation / (depreciation) 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.
76
The Company has issued and may, from time to time, issue restricted stock, incentive stock options and non-statutory stock options to its officers and employees under the 2019 Trinity Capital Inc. Long Term Incentive Plan, as amended, and to its non-employee directors under the Trinity Capital Inc. 2019 Non-Employee Director Restricted Stock Plan, as amended. The Company accounts for its stock-based compensation plans using the fair value method, as prescribed by ASC 718, Compensation – Stock Compensation. Accordingly, for restricted stock awards, the Company measures the grant date fair value based upon the market price of its common stock on the date of the grant. For stock option awards, the Company estimates fair value using the Monte Carlo model, which requires the use of subjective assumptions such as expected stock price volatility, expected term of the option, risk-free interest rate, and expected dividend yield. The Company does not estimate forfeitures, and reverses all unvested costs associated with the stock option awards in the period they are forfeited. The Company amortizes the fair value of the awards as stock-based compensation expense over the requisite service period, which is generally the vesting term.
The Company has also adopted Accounting Standards Update (“ASU”) 2016-09, Compensation—Stock Compensation: Improvements to Employee Share-Based Payment Accounting, which requires that all excess tax benefits and tax deficiencies (including tax benefits of dividends on stock-based payment awards) be recognized as income tax expense or benefit in the income statement and not delay recognition of a tax benefit until the tax benefit is realized through a reduction to taxes payable. Accordingly, the tax effects of exercised or vested awards are treated as discrete items in the reporting period in which they occur. Additionally, the Company has elected to account for forfeitures as they occur.
Earnings Per Share
The Company's earnings per share (“EPS”) amounts have been computed based on the weighted-average number of shares of common stock outstanding for the period. Basic earnings per share is computed by dividing net increase (decrease) in net assets resulting from operations by the weighted-average number of common shares outstanding for the period. In accordance with ASC 260, Earnings Per Share, the unvested shares of restricted stock awarded pursuant to Trinity Capital’s equity compensation plans are participating securities and, therefore, are included in the basic earnings per share calculation. Diluted EPS is computed by dividing net increase (decrease) in net assets resulting from operations by the weighted average number of shares of common stock assuming all potential shares had been issued and the additional shares of common stock were dilutive. Diluted EPS, if any, during the fiscal year ending December 31, 2025 will reflect the dilutive effect of common stock deliverable pursuant to stock options which are subject to certain time-based and market-based vesting conditions before the delivery of the underlying common stock. Diluted EPS, if any, during the fiscal year ending December 31, 2024 reflects the potential dilution from the assumed conversion of the Company’s 6.00% Convertible Notes due 2025 (the “Convertible Notes”).
The Company has elected to be treated, currently qualifies, and intends to continue to qualify annually, as a RIC under Subchapter M of the Code for U.S. federal tax purposes. In order to maintain its treatment as a RIC, the Company is generally required to distribute at least annually to its stockholders at least the sum of 90% of its investment company taxable income (which generally includes its net ordinary taxable income and realized net short-term capital gains in excess of realized net long-term capital losses) and 90% of its net tax-exempt income (if any). The Company generally will not be subject to U.S. federal income tax on these distributed amounts but will pay U.S. federal income tax at corporate rates on any retained amounts.
The Company evaluates tax positions taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority in accordance with ASC 740, Income Taxes (“ASC 740”), as modified by ASC 946. Tax benefits of positions not deemed to meet the more-likely-than-not threshold, or uncertain tax positions, would be recorded as tax expense in the current year. It is the Company’s policy to recognize accrued interest and penalties related to uncertain tax benefits in income tax expense. The Company has no material uncertain tax positions as of March 31, 2025 and December 31, 2024. All the Company’s tax returns remain subject to examination by U.S. federal and state tax authorities.
Based on federal excise distribution requirements applicable to RICs, the Company will be subject to a 4% nondeductible federal excise tax on undistributed taxable income and gains unless the Company distributes in a timely manner an amount at least equal to the sum of (1) 98% of its ordinary income for each calendar year, (2) 98.2% of capital gain net income (both long-term and short-term) for the one-year period ending October 31 in that calendar year and (3) any income or gain realized, but not distributed, in the preceding years. For this purpose, however, any ordinary income or capital gain net income retained by the Company and on which the Company paid corporate income tax is considered to have been distributed. The Company, at its discretion, may determine to carry forward taxable income or gain and pay a 4% excise tax on the amount by which it falls short of this calendar-year distribution requirement. If the Company chooses to do so, this generally will increase expenses and reduce the amount available to be distributed to stockholders. The Company will accrue excise tax on estimated undistributed taxable income and capital gains as required on an annual basis.
Distributions to common stockholders are recorded on the record date. The amount of taxable income to be paid out as a distribution is determined by the Board each quarter and is generally based upon the earnings estimated by management. Capital gains, if any, are distributed at least annually, although the Company may decide to retain all or some of those capital gains for investment and pay U.S. federal income tax at corporate rates on those retained amounts. If the Company chooses to do so, this generally will increase expenses and reduce the amount available to be distributed to stockholders.
The Company provides debt, including loans, equipment financings and asset based lending to growth-oriented companies, including institutional investor-backed companies, primarily in the United States. The Company’s investment strategy includes making investments consisting primarily of term loans and equipment financings, and, to a lesser extent, working capital loans, equity, and equity-related investments. In addition, the Company may obtain warrants or contingent exit fees at funding from many of its portfolio companies.
The Company’s debt securities primarily consist of direct investments in interest-bearing secured loans and equipment financings to privately held companies based in the United States. Secured loans are generally secured by a blanket first lien or a blanket second lien on the assets of the portfolio company. Equipment financings typically include a specific asset lien on mission-critical assets as well as a second lien on the assets of the portfolio company. These debt securities typically have a term of between three and five years from the original investment date. Certain of the debt securities are “covenant-lite” loans, which generally are loans that do not have a complete set of financial maintenance covenants and have covenants that are incurrence-based, meaning they are only tested and can only be breached following an affirmative action of the borrower rather than by a deterioration in the borrower’s financial condition. The equipment financings in the investment portfolio generally have fixed interest rates. The secured loans in the investment portfolio generally have floating interest rates subject to interest rate floors. Both equipment financings and secured loans generally include an EOT payment.
The specific terms of each debt security vary depending on the creditworthiness of the portfolio company and the projected value of the financed assets. Companies with stronger creditworthiness may receive an initial period of lower financing factor, which is analogous to an interest-only period on a traditional term loan. Equipment financings may include upfront interim payments and security deposits. Equipment financing arrangements have various structural protections, including customary default penalties, information and reporting rights, material adverse change or investor abandonment provisions, consent rights for any additions or changes to senior debt, and, as needed, intercreditor agreements with cross-default provisions to protect the Company’s second lien positions.
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In connection with the Company’s debt investments, the Company may receive warrants in the portfolio company. Warrants received in connection with a debt investment typically include a potentially discounted contract price to exercise, and thus, as a portfolio company appreciates in value, the Company may achieve additional investment return from this equity interest. The warrants typically contain provisions that protect the Company as a minority-interest holder, as well as secured or unsecured put rights, or rights to sell such securities back to the portfolio company, upon the occurrence of specified events. In certain cases, the Company may also obtain follow-up rights in connection with these equity interests, which allow the Company to participate in future financing rounds.
In specific circumstances, the Company may seek to make direct equity investments in situations where it is appropriate to align the interests of the Company with key management and stockholders of the portfolio company, and to allow for participation in the appreciation in the equity values of the portfolio company. These equity investments are generally made in connection with debt investments. The Company seeks to maintain fully diluted equity positions in its portfolio companies of 5% to 50% and may have controlling equity interests in some instances.
The Company’s portfolio investments are in companies conducting business in a variety of industries. Industry classifications have been updated to a preferred presentation and the prior year has been amended to conform with the new preferred presentation. The following table summarizes the composition of the Company’s portfolio investments by industry at cost and fair value and as a percentage of the total portfolio as of March 31, 2025 and December 31, 2024 (dollars in thousands):
Fair Value
Industry
Amount
%
310,142
16.9
313,212
17.6
319,278
18.1
322,735
18.7
225,350
12.3
227,014
12.7
170,923
9.7
172,395
10.0
183,954
187,035
10.4
144,896
8.2
146,778
8.5
149,129
8.1
162,461
9.1
146,851
8.3
158,852
9.2
155,106
156,530
8.7
142,430
143,186
145,957
8.0
145,656
141,163
142,034
101,483
5.5
89,338
5.0
101,825
5.8
93,587
5.4
77,285
4.2
78,127
4.4
83,505
4.7
84,448
4.9
70,545
3.9
61,690
3.4
78,381
4.5
71,853
56,767
3.1
58,225
3.2
56,547
57,836
52,723
2.9
51,808
56,210
54,607
66,071
3.6
43,745
2.4
62,735
41,547
37,737
2.1
36,104
2.0
36,099
35,249
Multi-Sector Holdings (1)
27,623
1.5
35,448
1.6
33,137
1.9
34,303
29,445
33,421
28,891
1.7
33,339
1.8
29,374
33,275
29,740
28,742
28,514
38,749
2.2
38,479
30,289
27,849
29,765
28,535
28,997
21,453
1.2
31,824
24,469
1.4
3,864
0.2
4,100
11,772
0.7
9,677
0.6
9,443
0.5
3,931
4,042
0.1
100.0
The geographic composition of the Company's investment portfolio is determined by the location of the corporate headquarters of the portfolio company. The following table summarizes the composition of the Company’s portfolio investments by geographic region of the United States and other countries at cost and fair value and as a percentage of the total portfolio as of March 31, 2025 and December 31, 2024 (dollars in thousands):
Geographic Region
United States:
West
595,153
32.5
597,966
33.3
543,501
30.7
543,102
31.5
Northeast
491,907
26.9
476,062
26.6
494,131
28.1
475,944
27.6
Mountain
187,904
10.3
173,465
191,244
10.9
180,644
10.5
Southeast
181,170
9.9
172,704
9.6
184,636
180,002
South
158,315
8.6
156,716
162,180
164,654
9.5
Midwest
109,163
6.0
101,381
5.7
104,074
5.9
96,193
5.6
International:
Western Europe
67,772
3.7
68,012
3.8
41,366
41,455
Canada
11,480
10,935
11,471
10,439
The following table summarizes the composition of the Company’s portfolio investments by investment type at cost and fair value and as a percentage of the total portfolio as of March 31, 2025 and December 31, 2024 (dollars in thousands):
Investment
Secured Loans
1,371,035
74.9
1,330,377
74.2
1,322,999
75.1
1,286,668
74.5
Equipment Financings
339,053
18.5
336,728
18.8
317,962
315,463
18.3
4.3
4.1
Warrants
2.3
3.0
In the ordinary course of business, the Company manages a variety of risks, including market risk, credit risk and liquidity risk. The Company identifies, measures and monitors risk through various control mechanisms, including investment limits and diversifying exposures and activities across a variety of instruments, markets and counterparties.
Market risk is the risk of potential adverse changes to the value of financial instruments because of changes in market conditions, including as a result of changes in the credit quality of a particular issuer, credit spreads, interest rates, and other movements and volatility in security prices or commodities. In particular, the Company may invest in issuers that are experiencing or have experienced financial or business difficulties (including difficulties resulting from the initiation or prospect of significant litigation or bankruptcy proceedings), which involves significant risks. The Company manages its exposure to market risk through the use of risk management strategies and various analytical monitoring techniques.
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The Company’s investments are generally comprised of securities and other financial instruments or obligations that are illiquid or thinly traded, making purchase or sale of such securities and financial instruments at desired prices or in desired quantities difficult. Furthermore, the sale of any such investments may be possible only at substantial discounts, and it may be extremely difficult to value any such investments accurately.
The Company’s investments consist of growth-oriented companies, many of which have relatively limited operating histories and may experience variation in operating results. Many of these companies conduct business in regulated industries and could be affected by changes in government regulations. Most of the Company’s borrowers will need additional capital to satisfy their continuing working capital needs and other requirements, and in many instances, to service the interest and principal payments on the debt.
ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the observability of inputs used to measure fair value, and provides disclosure requirements for fair value measurements. The Company accounts for its investments at fair value in accordance with ASC 820. As of March 31, 2025 and December 31, 2024, the Company’s portfolio investments consisted primarily of investments in secured loans and equipment financings. The fair value amounts have been measured as of the reporting date and have not been reevaluated or updated for purposes of these financial statements subsequent to that date. As such, the fair values of these financial instruments subsequent to the reporting date may be different than amounts reported.
In accordance with ASC 820, the Company has categorized its investments based on the priority of the inputs to the valuation technique into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical investments (Level 1) and the lowest priority to unobservable inputs (Level 3). See “Note 2 – Summary of Significant Accounting Policies.”
As required by ASC 820, when the inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, unrealized appreciation and depreciation related to such investments categorized within the Level 3 tables below may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).
The fair value determination of each portfolio investment categorized as Level 3 requires one or more of the following unobservable inputs:
The use of significant unobservable inputs creates uncertainty in the measurement of fair value as of the reporting date. The significant unobservable inputs used in the fair value measurement of the Company’s investments, are (i) earnings before interest, tax, depreciation, and amortization (“EBITDA”) and revenue multiples (both projected and historic), and (ii) volatility assumptions. Significant increases (decreases) in EBITDA and revenue multiple inputs in isolation would result in a significantly higher (lower) fair value measurement. Similarly, significant increases (decreases) in volatility inputs in isolation would result in a significantly higher (lower) fair value assessment. Conversely, significant increases (decreases) in weighted average cost of capital inputs in isolation would result in a significantly lower (higher) fair value measurement. However, due to the nature of certain investments, fair value measurements may be based on other criteria, such as third-party appraisals of collateral and fair values as determined by independent third parties, which are not presented in the tables below.
The Company’s assets measured at fair value by investment type on a recurring basis as of March 31, 2025 were as follows (in thousands):
Fair Value Measurements at Reporting Date Using
Quoted Prices
Significant
in Active
Other
Markets for
Observable
Unobservable
Identical Assets
Inputs
Measured at
Assets
(Level 1)
(Level 2)
(Level 3)
Net Asset Value(1)
58,464
15,344
Total Investments at fair value
1,777,345
The Company’s assets measured at fair value by investment type on a recurring basis as of December 31, 2024 were as follows (in thousands):
56,584
15,401
1,710,169
The methodology for determining the fair value of the Company’s investments is discussed in “Note 2 – Summary of Significant Accounting Policies”. The following table provides a summary of the significant unobservable inputs used to measure the fair value of the Level 3 portfolio investments as of March 31, 2025.
Fair Value as of
Valuation Techniques/
Weighted
Investment Type
(in thousands)
Methodologies
Inputs (1)
Range
Average (2)
Debt investments
1,333,805
Discounted Cash Flows
Hypothetical Market Yield
3.6% - 38.8%
15.8
298,696
Cost approximates fair value (6)
n/a
21,719
Scenario Analysis
Probability Weighting of Alternative Outcomes
3.0% - 97.0%
Debt investment in the JV
Enterprise Value (8)
Equity investments
Market Approach
Revenue Multiple (3)
0.4x - 24.0x
2.6
x
Volatility (5)
43.6% - 112.1%
54.9
Risk-Free Interest Rate
3.9% - 4.1%
4.0
Estimated Time to Exit (in years)
0.8 - 4.1
0.2x - 20.4x
Company Specific Adjustment (4)
36.1% - 115.9%
58.6
3.9% - 4.2%
0.5 - 4.8
Total Level 3 Investments
The following table provides a summary of the significant unobservable inputs used to fair value the Level 3 portfolio investments as of December 31, 2024.
1,206,947
9.6% - 56.3%
16.3
369,600
12,699
1.0% - 100.0%
0.5x - 34.9x
40.1% - 118.8%
55.4
4.2% - 4.3%
1.0 - 4.5
2.8
0.2x - 34.9x
35.4% - 127.9%
61.0
4.2% - 4.4%
0.7 - 5.0
The following table provides a summary of changes in the fair value of the Company’s Level 3 debt, including loans and equipment financings (collectively “Debt”), equity and warrant portfolio investments for the three months ended March 31, 2025 (in thousands):
Type of Investment
Debt
Fair Value as of December 31, 2024
Purchases, net of deferred fees
216,327
218,458
Non-cash conversions (1)
(69
Transfers into/(out of) Level 3 (2)
Proceeds from sales and paydowns
(155,875
(471
(741
(157,087
Accretion of OID, EOT, and PIK payments
11,044
Net realized gain/(loss)
(2,371
(3
220
Net change in unrealized appreciation/(depreciation)
(4,151
1,368
(302
(3,085
Fair Value as of March 31, 2025
Net change in unrealized appreciation/(depreciation) on Level 3 investments still held as of March 31, 2025
(7,051
(5,985
The following table provides a summary of changes in the fair value of the Company’s Level 3 Debt, equity, warrant and escrow receivables portfolio investments for the year ended December 31, 2024 (in thousands):
Escrow Receivables
Fair Value as of December 31, 2023
1,222,077
15,150
31,201
2,441
1,270,869
1,180,013
6,709
20,774
1,207,496
Non-cash conversion (1)
(25,674
31,802
(6,128
Transfers into/(out of) of Level 3 (2)
(28,315
(759,113
(11,477
8,006
(2,441
(765,025
Accretion of OID and EOT payments
39,574
(21,294
7,826
(9,962
(23,430
(5,137
6,574
7,563
Net change in unrealized appreciation/(depreciation) on Level 3 investments still held as of December 31, 2024
(24,105
4,631
1,996
(17,478
Fair Value of Financial Instruments Carried at Cost
As of March 31, 2025 and December 31, 2024, the carrying value of the KeyBank Credit Facility was approximately $392.0 million and $113.0 million, respectively. The carrying value of the KeyBank Credit Facility as of March 31, 2025 and December 31, 2024 approximates the fair value, which was estimated using a relative market yield approach with Level 3 inputs.
As of March 31, 2025 and December 31, 2024, the carrying value of the 4.375% Notes due 2026 (the “August 2026 Notes”) was approximately $124.2 million and $124.1 million, respectively, net of unamortized deferred financing costs and discount of $0.8 million and $1.0 million, respectively. The August 2026 Notes have a fixed interest rate as discussed in “Note 5 – Borrowings.” The fair value of the Company’s August 2026 Notes as of March 31, 2025, and December 31, 2024, was approximately $114.9 million and $114.1 million, respectively, which was estimated using a relative market yield approach with Level 3 inputs.
As of March 31, 2025, and December 31, 2024, the carrying value of the Company’s 4.25% Notes due 2026 (the “December 2026 Notes”) was approximately $74.4 million and $74.3 million, respectively, net of unamortized deferred financing fees of $0.6 million and $0.7 million, respectively. The December 2026 Notes have a fixed interest rate as discussed in “Note 5 – Borrowings.” The fair value of the Company’s December 2026 Notes as of March 31, 2025 and December 31, 2024 was approximately $69.1 million and $68.6 million, respectively, which was estimated using a relative market yield approach with Level 3 inputs.
As of March 31, 2025 and December 31, 2024, the carrying value of the Company's 7.875% Notes due March 2029 (the “March 2029 Notes”) was approximately $112.4 million and $112.1 million, respectively, net of unamortized deferred financing fees of $2.8 million and $2.9 million, respectively. The March 2029 Notes have a fixed interest rate as discussed in “Note 5 – Borrowings.” The fair value of the Company's March 2029 Notes as of March 31, 2025 and December 31, 2024 was approximately $115.9 million and $116.2 million, respectively, based on the market closing price of the March 2029 Notes, which trade on the Nasdaq Global Select Market under the symbol “TRINZ”.
As of March 31, 2025 and December 31, 2024, the carrying value of the Company's 7.875% Notes due September 2029 (the “September 2029 Notes”) was approximately $115.0 million and $111.6 million, respectively, net of unamortized deferred financing fees of $3.4 million and $3.4 million, respectively. The September 2029 Notes have a fixed interest rate as discussed in “Note 5 – Borrowings.” The fair value of the Company's September 2029 Notes as of March 31, 2025 and December 31, 2024 was approximately $119.2 million and $118.0 million, respectively, based on the market closing price of the September 2029 Notes, which trade on the Nasdaq Global Select Market under the symbol “TRINI”.
As of March 31, 2025 and December 31, 2024, the carrying value of the Series A Senior Notes (the “Series A Notes”) was approximately $141.0 million and $140.9 million, respectively, net of unamortized deferred financing costs and discount of $1.5 million and $1.7 million, respectively. The Series A Notes have a fixed interest rate as discussed in “Note 5 – Borrowings.” The fair value of the Company’s Series A Notes as of March 31, 2025 and December 31, 2024 was approximately $142.5 million and $142.5 million, respectively, which was estimated using a relative market yield approach with Level 3 inputs.
On October 27, 2021, TCF, a wholly owned subsidiary of the Company, as borrower, and the Company, as servicer, entered into a credit agreement (as amended, the “KeyBank Credit Agreement”) with the lenders from time-to-time party thereto, KeyBank, as administrative agent and syndication agent, and Wells Fargo, National Association, as collateral custodian and paying agent.
The KeyBank Credit Facility includes a commitment of $600.0 million from KeyBank and other banks and allows the Company, through TCF, to borrow up to $690.0 million. Borrowings under the KeyBank Credit Agreement generally bear interest at a rate equal to Adjusted Term SOFR plus 2.85% to 3.25%, subject to the number of eligible loans in the collateral pool. The KeyBank Credit Facility provides for a variable advance rate of up to 62% on eligible first lien loans and up to 47% on eligible second lien loans.
The KeyBank Credit Facility includes a three-year revolving period and a two-year amortization period and matures on July 27, 2029, unless extended. Such credit facility is collateralized by all investment assets held by TCF. The KeyBank Credit Agreement 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 a required asset coverage ratio.
The KeyBank 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.
During the three months ended March 31, 2025, the Company borrowed $398.0 million and made repayments of $119.0 million under the KeyBank Credit Facility.
The Company incurred approximately $9.0 million of initial and additional financing costs in connection with the KeyBank Credit Facility that were capitalized and deferred using the straight-line method over the life of the facility. As of March 31, 2025 and December 31, 2024, unamortized deferred financing costs related to the KeyBank Credit Facility were $6.2 million and $6.6 million, respectively. As of March 31, 2025 and December 31, 2024, the Company had a borrowing availability of approximately $208.0 million and $487.0 million, respectively.
The summary information regarding the KeyBank Credit Facility is as follows (dollars in thousands):
Stated interest expense
6,131
4,843
206
Total interest and amortization of deferred financing costs
6,516
5,049
Weighted average effective interest rate
Weighted average outstanding balance
305,296
221,086
As of March 31, 2025 and December 31, 2024, the Company had the following outstanding Unsecured Notes (dollars in thousands):
Series A Notes, net of $1,529 and $1650, respectively, of unamortized deferred financing costs
140,971
140,850
August 2026 Notes, net of $805 and $950, respectively, of unamortized deferred financing costs
124,195
124,050
September 2029 Notes, net of $3,387 and $3433, respectively, of unamortized deferred financing costs
115,003
111,567
March 2029 Notes, net of $2,840 and $2879, respectively, of unamortized deferred financing costs
112,421
112,121
December 2026 Notes, net of $636 and $729, respectively, of unamortized deferred financing costs
74,364
74,271
2025 Notes, net of $0 and $81, respectively, of unamortized deferred financing costs
152,419
Convertible Notes, net of $0 and $605, respectively, of unamortized deferred financing costs and discount
49,395
Total Unsecured Notes, net of $9,197 and $10,327, respectively, of unamortized deferred financing costs
Concurrent with the completion of the Private Common Stock Offering, on January 16, 2020, the Company completed its offering of $105.0 million in aggregate principal amount of the unsecured 2025 Notes in reliance upon the available exemptions from the registration requirements of the Securities Act (the “144A Note Offering”). Keefe, Bruyette & Woods, Inc. (“KBW”), as the initial purchaser, exercised in full its option to purchase or place additional 2025 Notes and on January 29, 2020, the Company issued and sold an additional $20.0 million in aggregate principal amount of the 2025 Notes. As a result, the Company issued and sold a total of $125.0 million in aggregate principal amount of the 2025 Notes pursuant to the 144A Note Offering.
Concurrent with the closing of the 144A Note Offering, on January 16, 2020, the Company entered into a registration rights agreement for the benefit of the purchasers of the 2025 Notes in the 144A Note Offering. Pursuant to the terms of this registration rights agreement, the Company filed with the SEC a registration statement, which was initially declared effective on October 20, 2020, registering the public resale of the 2025 Notes by the holders thereof that elected to include their 2025 Notes in such registration statement.
The 2025 Notes were issued pursuant to an Indenture dated as of January 16, 2020 (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (together with its successor in interest, U.S. Bank Trust Company, National Association, the “Trustee”), and a First Supplemental Indenture, dated as of January 16, 2020 (the “First Supplemental Indenture” and together with the Base Indenture, the “2025 Notes Indenture”), between the Company and the Trustee.
On July 22, 2022, the Company issued $50.0 million in aggregate principal amount of the 2025 Notes in an additional issuance of such 2025 Notes. On July 27, 2022, the underwriters exercised, in full, their option to purchase from the Company an additional $7.5 million in aggregate principal amount of the 2025 Notes solely to cover over-allotments in accordance with the Underwriting Agreement. The 2025 Notes issued pursuant to July 2022 offering were treated as a single series with the then-existing 2025 Notes under the 2025 Notes Indenture (the “Then-Existing 2025 Notes”) and had the same terms as the Then-Existing 2025 Notes (other than issue date and issue price). The 2025 Notes had the same CUSIP number and were fungible and ranked equally.
In connection with the additional issuance of the 2025 Notes, the 2025 Notes began trading on the Nasdaq Global Select Market under the symbol “TRINL” on July 29, 2022.
The 2025 Notes bore interest at a fixed rate of 7.00% per year that was payable quarterly on March 15, June 15, September 15, and December 15 of each year, commencing on March 15, 2020. The 2025 Notes were the direct, general unsecured obligations of the Company and ranked pari passu, or equal in right of payment, with all of the Company’s existing and future unsecured indebtedness or other obligations that were not so subordinated.
On May 17, 2024, the Company redeemed $30.0 million in aggregate principal amount of the $182.5 million in aggregate principal amount of then outstanding 2025 Notes.
On January 16, 2025, the 2025 Notes matured pursuant to their terms and were repaid in full. The 2025 Notes are no longer outstanding or listed on Nasdaq Global Select Market.
Aggregate offering costs in connection with the 2025 Notes issuance, including the underwriters' discount and commissions, were approximately $7.8 million, which were capitalized and deferred. As of March 31, 2025, there were no unamortized deferred financing costs related to the 2025 Notes. As of December 31, 2024, unamortized deferred financing costs related to the 2025 Notes was $0.1 million.
The components of interest expense and related fees for the 2025 Notes are as follows (in thousands):
526
3,692
25,417
182,500
On December 11, 2020, the Company completed a private offering (the “Private Convertible Note Offering”) of $50.0 million in aggregate principal amount of its unsecured Convertible Notes in reliance upon the available exemptions from the registration requirements of the Securities Act. KBW acted as the initial purchaser and placement agent in connection with the Private Convertible Note Offering pursuant to a purchase/placement agreement dated December 4, 2020, by and between the Company and KBW.
The Convertible Notes were issued pursuant to the Base Indenture and a Second Supplemental Indenture, dated as of December 11, 2020 (the “Second Supplemental Indenture” and together with the Base Indenture, the “Convertible Notes Indenture”), between the Company and the Trustee. Concurrent with the closing of the Convertible Note Offering, on December 11, 2020, the Company entered into a registration rights agreement for the benefit of the holders of the Convertible Notes and the shares of common stock issuable upon conversion thereof. Aggregate offering costs in connection with the Convertible Note Offering, including the initial purchaser and placement agent discount and commissions, were approximately $1.9 million, which were capitalized and deferred.
The Convertible Notes bore interest at a fixed rate of 6.00% per year, subject to additional interest upon certain events, payable semiannually in arrears on May 1 and November 1 of each year, beginning on May 1, 2021. Had an investment grade rating not been maintained with respect to the Convertible Notes, additional interest of 0.75% per annum would have accrued on the Convertible Notes until such time as the Convertible Notes received an investment grade rating of “BBB-” (or its equivalent) or better. The Convertible Notes rating remained at investment grade through the conversion date. The Convertible Notes would have matured on December 11, 2025.
On February 20, 2025, the holders of the Convertible Notes exercised their right to convert all of the outstanding principal amount of the Convertible Notes, pursuant to the terms of conditions of the Convertible Notes. At its election, the Company paid $66.2 million in cash to satisfy in full its obligation to pay the principal amount of the Convertible Notes and any accrued interest, such settlement amount being determined based on the then existing conversion rate of 81.6439 per $1,000 principal amount of the Convertible Notes. The net amount of the carrying value of the Convertible Notes and cash paid of $15.8 million was recorded in Paid-In Capital in Excess of Par Value on the Consolidated Statements of Assets and Liabilities, and as such, no realized gain/loss was recorded. As of March 31, 2025, the Convertible Notes are no longer outstanding.
The Convertible Notes were direct unsecured obligations of the Company and ranked pari passu, or equal in right of payment, with all of the Company’s then-existing and future unsecured indebtedness or other obligations that were not so subordinated, and senior in right of payment to all of the Company’s future indebtedness or other obligations that were expressly subordinated, or junior, in right of payment to the Convertible Notes.
The Convertible Notes were accounted for in accordance with ASC 470-20, Debt Instruments with Conversion and Other Options. In accounting for the Convertible Notes, the Company estimated at the time of issuance that the values of the debt and the embedded conversion feature of the Convertible Notes were approximately 99.1% and 0.9%, respectively. The original issue discount of 0.9%, or approximately $0.5 million, attributable to the conversion feature of the Convertible Notes was recorded in “capital in excess of par value” in the Consolidated Statements of Assets and Liabilities as of December 31, 2020.
The components of the carrying value of the Convertible Notes were as follows (in thousands):
Principal amount of debt
Unamortized debt financing cost
(356
Original issue discount, net of accretion
(249
Carrying value of Convertible Notes
92
The components of interest expense and related fees for the Convertible Notes were as follows (in thousands):
750
Amortization of deferred financing costs and original issue discount
Total interest and amortization of deferred financing costs and original issue discount
916
7.1
7.3
28,333
On August 24, 2021, the Company issued and sold $125.0 million in aggregate principal amount of its unsecured August 2026 Notes under its shelf Registration Statement on Form N-2. The August 2026 Notes were issued pursuant to the Base Indenture and a Third Supplemental Indenture, dated as of August 24, 2021 (together with the Base Indenture, the “August 2026 Notes Indenture”), between the Company and the Trustee. The August 2026 Notes mature on August 24, 2026, unless repurchased or redeemed in accordance with their terms prior to such date. The August 2026 Notes are redeemable, in whole or in part, at any time, or from time to time, at the Company’s option, at a redemption price equal to the greater of (1) 100% of the principal amount of the August 2026 Notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the August 2026 Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable treasury rate plus 50 basis points, plus, in each case, accrued and unpaid interest to the redemption date; provided, however, that if the Company redeems any August 2026 Notes on or after July 24, 2026, the redemption price for the August 2026 Notes will be equal to 100% of the principal amount of the August 2026 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. In addition, if a change of control repurchase event (as defined in the August 2026 Notes Indenture) occurs prior to the maturity date of the August 2026 Notes or the Company’s redemption of all outstanding August 2026 Notes, the Company will be required, subject to certain conditions, to make an offer to the holders thereof to repurchase for cash some or all of the August 2026 Notes at a repurchase price equal to 100% of the principal amount of the August 2026 Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.
The August 2026 Notes bear interest at a fixed rate of 4.375% per year payable semiannually on February 15 and August 15 of each year, commencing on February 15, 2022. The August 2026 Notes are direct, general unsecured obligations of the Company and rank pari passu, or equal in right of payment, with all of the Company’s existing and future unsecured indebtedness or other obligations that are not so subordinated.
Aggregate offering costs in connection with the August 2026 Notes issuance, including the underwriters’ discount and commissions, were approximately $2.9 million, which were capitalized and deferred. As of March 31, 2025 and December 31, 2024, unamortized deferred financing costs related to the August 2026 Notes were $0.8 million and $1.0 million, respectively.
The components of interest expense and related fees for the 2026 Notes are as follows (in thousands):
1,367
1,511
4.8
125,000
On December 15, 2021, the Company issued and sold $75.0 million in aggregate principal amount of its unsecured December 2026 Notes under its shelf Registration Statement on Form N-2. The December 2026 Notes were issued pursuant to the Base Indenture and a Fourth Supplemental Indenture, dated as of December 15, 2021 (together with the Base Indenture, the “December 2026 Notes Indenture”), between the Company and the Trustee. The December 2026 Notes mature on December 15, 2026, unless repurchased or redeemed in accordance with their terms prior to such date. The December 2026 Notes are redeemable, in whole or in part, at any time, or from time to time, at the Company’s option, at a redemption price equal to the greater of (1) 100% of the principal amount of the December 2026 Notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the December 2026 Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable treasury rate plus 50 basis points, plus, in each case, accrued and unpaid interest to the redemption date; provided, however, that if the Company redeems any December 2026 Notes on or after November 15, 2026, the redemption price for the December 2026 Notes will be equal to 100% of the principal amount of the December 2026 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. In addition, if a change of control repurchase event (as defined in the December 2026 Notes Indenture) occurs prior to the maturity date of the December 2026 Notes or the Company’s redemption of all outstanding December 2026 Notes, the Company will be required, subject to certain conditions, to make an offer to the holders thereof to repurchase for cash some or all of the December 2026 Notes at a repurchase price equal to 100% of the principal amount of the December 2026 Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.
The December 2026 Notes bear interest at a fixed rate of 4.25% per year payable semiannually on June 15 and December 15 of each year, commencing on June 15, 2022. The December 2026 Notes are direct, general unsecured obligations of the Company and rank pari passu, or equal in right of payment, with all of the Company’s existing and future unsecured indebtedness or other obligations that are not so subordinated.
Aggregate offering costs in connection with the December 2026 Notes issuance, including the underwriters’ discount and commissions, were approximately $1.9 million, which were capitalized and deferred. As of March 31, 2025 and December 31, 2024, unamortized deferred financing costs related to the December 2026 Notes were $0.6 million and $0.7 million, respectively.
The components of interest expense and related fees for the December 2026 Notes are as follows (in thousands):
890
75,000
On March 28, 2024, the Company issued and sold $115.0 million in aggregate principal amount of its unsecured March 2029 Notes under its shelf Registration Statement on Form N-2, which amount includes the underwriters' exercise, in full, of their option to purchase an additional $15.0 million in aggregate principal amount of the March 2029 Notes.
The March 2029 Notes were issued pursuant to the Base Indenture and a Fifth Supplemental Indenture, dated as of March 28, 2024 (together with the Base Indenture, the “March 2029 Notes Indenture”), between the Company and the Trustee. The March 2029 Notes mature on March 30, 2029, unless repurchased or redeemed in accordance with their terms prior to such date. The March 2029 Notes are redeemable, in whole or in part, at any time, or from time to time, at the Company's option on or after March 30, 2026 upon not less than 30 days’ nor more than 60 days’ written notice prior to the date fixed for redemption thereof, at a redemption price equal to 100% of the outstanding principal amount of the March 2029 Notes, plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to, but excluding, the date fixed for redemption. In addition, if a change of control repurchase event (as defined in the March 2029 Notes Indenture) occurs prior to the maturity date of the March 2029 Notes, unless the Company has exercised its right to redeem the March 2029 Notes in full, holders will have the right, at their option, to require the Company to repurchase for cash some or all of the March 2029 Notes at a repurchase price equal to 100% of the principal amount of the March 2029 Notes being repurchased, plus accrued and unpaid interest, if any, to, but not including, the repurchase date.
The March 2029 Notes bear interest at a fixed rate of 7.875% per year payable quarterly on March 30, June 30, September 30 and December 30 of each year, commencing on June 30, 2024. The March 2029 Notes are direct, general unsecured obligations of the Company and rank pari passu, or equal in right of payment, with all of the Company’s existing and future unsecured indebtedness or other obligations that are not so subordinated.
The March 2029 Notes began trading on the Nasdaq Global Select Market under the symbol “TRINZ” on April 1, 2024.
On February 10, 2025, the Company entered into an open market sale agreement (the “Sales Agreement”) with B. Riley Securities, Inc. (the “Sales Agent”), as sales agent and/or principal thereunder. Under the Sales Agreement, the Company may, but has no obligation to, issue and sell, from time to time, up to $100,000,000 aggregate principal amount of the March 2029 Notes (the “ATM March 2029 Notes”) through the Sales Agent or to the Sale Agent, as principal for its own account. The ATM March 2029 Notes are (or will be) treated as a single series with the existing March 2029 Notes and have the same terms as the existing March 2029 Notes (other than the issue date and issue price). The March 2029 Notes have the same CUSIP number and are fungible and ranked equally. Any ATM March 2029 Notes issued in the future will be issued pursuant to the March 2029 Notes Indenture.
During the three months ended March 31, 2025, the Company issued and sold $0.3 million in aggregate principal amount of its ATM March 2029 Notes and raised $0.3 million of net proceeds after deducting deferred offering costs and commissions to the sales agents on notes sold under the Sales Agreement.
The components of the carrying value of the March 2029 Notes were as follows (in thousands):
115,261
115,000
Unamortized deferred financing cost
(2,842
(2,879
Issuance premium and/or (discount), net of accretion
Carrying value of March 2029 Notes
Aggregate offering costs in connection with the March 2029 Notes issuance, including the underwriters’ discount and commissions, were approximately $3.5 million, which were capitalized and deferred.
The components of interest expense and related fees for the March 2029 Notes are as follows (in thousands):
2,264
173
2,437
115,023
3,791
On July 19, 2024, the Company issued and sold $115.0 million in aggregate principal amount of the September 2029 Notes under its shelf Registration Statement on Form N-2, which amount includes the underwriters' exercise, in full, of their option to purchase an additional $15.0 million in aggregate principal amount of additional September 2029 Notes.
The September 2029 Notes were issued pursuant to the Base Indenture and a Sixth Supplemental Indenture, dated as of July 19, 2024, between the Company and the Trustee (together with the Base Indenture, the "September 2029 Notes Indenture"). The September 2029 Notes mature on September 30, 2029, unless repurchased or redeemed in accordance with their terms prior to such date. The September 2029 Notes are redeemable, in whole or in part, at any time, or from time to time, at the Company's option on or after September 30, 2026 upon not less than 30 days’ nor more than 60 days’ written notice prior to the date fixed for redemption thereof, at a redemption price equal to 100% of the outstanding principal amount of the September 2029 Notes, plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to, but excluding, the date fixed for redemption. In addition, if a change of control repurchase event (as defined in the September 2029 Notes Indenture) occurs prior to maturity date of the September 2029 Notes, unless the Company has exercised its right to redeem the September 2029 Notes in full, holders will have the right, at their option, to require the Company to repurchase for cash some or all of the September 2029 Notes at a repurchase price equal to 100% of the principal amount of the September 2029 Notes being repurchased, plus accrued and unpaid interest, if any, to, but not including, the repurchase date.
The September 2029 Notes bear interest at a fixed rate of 7.875% per year payable quarterly on March 30, June 30, September 30 and December 30 of each year, commencing on September 30, 2024. The September 2029 Notes are direct, general unsecured obligations of the Company and rank pari passu, or equal in right of payment, with all of the Company’s existing and future unsecured indebtedness or other obligations that are not so subordinated.
The September 2029 Notes began trading on the Nasdaq Global Select Market under the symbol “TRINI” on July 22, 2024.
On February 10, 2025, the Company entered into the Sales Agreement with the Sales Agent. Under the Sales Agreement, the Company may, but has no obligation to, issue and sell, from time to time, up to $100,000,000 aggregate principal amount of the September 2029 Notes (the “ATM September 2029 Notes”) through the Sales Agent or to the Sale Agent, as principal for its own account. The ATM September 2029 Notes are (or will be) treated as a single series with the existing September 2029 Notes and have the same terms as the existing September 2029 Notes (other than the issue date and issue price). The September 2029 Notes have the same CUSIP number and are fungible and ranked equally. Any ATM September 2029 Notes issued in the future will be issued pursuant to the September 2029 Notes Indenture.
During the three months ended March 31, 2025, the Company issued and sold $3.4 million in aggregate principal amount of its ATM September 2029 Notes and raised $3.4 million of net proceeds after deducting deferred offering costs and commissions to the sales agents on notes sold under the Sales Agreement.
The components of the carrying value of the September 2029 Notes were as follows (in thousands):
118,390
(3,417
(3,433
Carrying value of September 2029 Notes
Aggregate offering costs in connection with the September 2029 Notes issuance, including the underwriters’ discount and commissions, were approximately $3.9 million, which were capitalized and deferred.
The components of interest expense and related fees for the September 2029 Notes are as follows (in thousands):
2,265
184
2,449
115,251
Series A Notes
On October 29, 2024, the Company entered into a note purchase agreement (the “Note Purchase Agreement”) governing the issuance of (i) $55.5 million in aggregate principal amount of Series A Senior Notes, Tranche A, due October 29, 2027 (the “Series A 2027 Notes”), (ii) $73.0 million in aggregate principal amount of Series A Senior Notes, Tranche B, due October 29, 2028 (the “Series A 2028 Notes”) and (iii) $14.0 million in aggregate principal amount of Series A Senior Notes, Tranche C, due October 29, 2029 (the “Series A 2029 Notes” and, together with the Series A 2027 Notes and Series A 2028 Notes, collectively, the “Series A Notes”) to certain qualified institutional investors in a private placement.
The Series A Notes were delivered and paid for on October 29, 2024, subject to certain customary closing conditions. The Series A 2027 Notes have a fixed interest rate of 7.54% per year, the Series A 2028 Notes have a fixed interest rate of 7.60% per year and the Series A 2029 Notes have a fixed interest rate of 7.66% per year, subject to a step up to the extent a Below Investment Grade Event (as defined in the Note Purchase Agreement) or a Secured Debt Ratio Event (as defined in the Note Purchase Agreement) occurs. The Series A 2027 Notes will mature on October 29, 2027, the Series A 2028 Notes will mature on October 29, 2028 and the Series A 2029 Notes will mature on October 29, 2029, unless redeemed, purchased or prepaid prior to such date by us in accordance with the terms of the Note Purchase Agreement. Interest on the Series A Notes will be due semiannually in April and October of each year, beginning in April 2025. In addition, the Company is obligated to offer to repay the Series A Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the Note Purchase Agreement, the Company may redeem the Series A Notes in whole or in part at any time or from time to time at our option at par plus accrued interest to the prepayment date and, if the Series A 2027 Notes are redeemed on or before August 31, 2027, the Series A 2028 Notes are redeemed on or before August 31, 2028 or the Series A 2029 Notes are redeemed on or before August 1, 2029, a make-whole premium.
The Series A Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The Series A Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
Aggregate offering costs in connection with the Series A Notes issuance, including the underwriters’ discount and commissions, were approximately $1.7 million, which were capitalized and deferred. As of March 31, 2025 and December 31, 2024, unamortized deferred financing costs related to the Series A Notes were $1.5 million and $1.7 million, respectively.
98
The components of interest expense and related fees for the Series A Notes are as follows (in thousands):
2,821
7.9
142,500
As of March 31, 2025, the Company was in compliance with the terms of the KeyBank Credit Agreement, the August 2026 Notes Indenture, the December 2026 Notes Indenture, the March 2029 Notes Indenture, the September 2029 Notes Indenture and the Note Purchase Agreement. As of December 31, 2024, the Company was in compliance with the terms of the KeyBank Credit Agreement, the 2025 Notes Indenture, the Convertible Notes Indenture, the August 2026 Notes Indenture, the December 2026 Notes Indenture, the March 2029 Notes Indenture, the September 2029 Notes Indenture and the Note Purchase Agreement.
The Company’s commitments and contingencies consist primarily of unused commitments to extend credit in the form of loans or equipment financings to the Company’s portfolio companies. A portion of these unfunded contractual commitments as of March 31, 2025 and December 31, 2024 are generally dependent upon the portfolio company reaching certain milestones before the debt commitment becomes available. Furthermore, the Company’s credit agreements contain customary lending provisions that allow the Company relief from funding obligations for previously made commitments in instances where the underlying portfolio company experiences materially adverse events that affect the financial condition or business outlook for the Company. Since a portion of these commitments may expire without being drawn, unfunded contractual commitments do not necessarily represent future cash requirements. As such, the Company’s disclosure of unfunded contractual commitments as of March 31, 2025 and December 31, 2024 includes only those commitments that are available at the request of the portfolio company and are unencumbered by milestones or additional lending provisions.
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 March 31, 2025, the Company had unfunded commitments of $3.0 million and $0.8 million for the JV and EPT 16, respectively. As of March 31, 2025, the Company had aggregate unfunded commitments of $49.7 million to four portfolio companies. As of December 31, 2024, the Company had unfunded commitments of $3.0 million and $0.8 million for the JV and EPT 16, respectively. As of December 31, 2024, the Company had aggregate unfunded commitments of $31.2 million to two portfolio companies. The Company did not have any other off-balance sheet financings or liabilities as of March 31, 2025 or December 31, 2024.
The Company will fund its unfunded commitments, if any, from the same sources it uses to fund its investment commitments that are funded at the time they are made (which are typically through existing cash and cash equivalents and borrowings under its KeyBank Credit Facility) and maintains adequate liquidity to fund its unfunded commitments through these sources.
In the normal course of business, the Company enters into contracts that provide a variety of representations and warranties, and general indemnifications. Such contracts include those with certain service providers, brokers and trading counterparties. Any exposure to the Company under these arrangements is unknown as it would involve future claims that may be made against the Company; however, based on the Company’s experience, the risk of loss is remote and no such claims are expected to occur. As such, the Company has not accrued any liability in connection with such indemnifications.
ASU No. 2016‑02, Leases (Topic 842) (“ASU 2016‑02”) requires that a lessee evaluate its leases to determine whether they should be classified as operating or finance leases. The Company identified significant operating leases for its headquarters in Phoenix, AZ and office spaces in San Diego, CA. The lease for the Company's Phoenix headquarters commenced on July 10, 2021, and was most recently amended on September 17, 2024. Amendments since commencement include (i) additional office space and (ii) an extension to the term of the lease through May 31, 2031. The lease for Suite 200 in the Company's San Diego office commenced on March 10, 2023, and expires on January 31, 2026. The Company entered into a second lease in San Diego for Suite 203, which commenced on June 1, 2024, and expires on November 14, 2025. As of March 31, 2025, the weighted-average remaining lease term for the operating leases was 5.9 years.
The total lease expense incurred for the three months ended March 31, 2025 and 2024 was $0.4 million and $0.3 million, respectively. As of March 31, 2025 and December 31, 2024, the right of use assets related to the office operating leases were $5.2 million and $5.4 million, respectively, and the lease liabilities were $5.5 million and $5.7 million, respectively. As of March 31, 2025 and December 31, 2024, the weighted-average discount rate determined for the operating lease liabilities was 8.54% and 8.53%, respectively.
The following table shows future minimum payments under the Company’s operating leases as of March 31, 2025 (in thousands):
For the Years Ended December 31,
982
2026
2027
1,021
2028
2029
Thereafter
1,565
6,707
The Company may, from time to time, be involved in litigation arising out of its operations in the normal course of business or otherwise. Furthermore, third parties may try to seek to impose liability on the Company in connection with the activities of its portfolio companies. As of March 31, 2025, there were no material legal matters or material litigation pending of which the Company is aware.
The Company authorized 200,000,000 shares of its common stock with a par value of $0.001 per share. On September 27, 2019, the Company was initially capitalized by the issuance of 10 shares of its common stock for an aggregate purchase price of $150 to its sole stockholder.
On January 16, 2020, the Company completed the Private Common Stock Offering in reliance upon the available exemptions from the registration requirements of the Securities Act. As a result, the Company issued and sold a total of 7,000,000 shares of its common stock for aggregate net proceeds of approximately $105.0 million. The related over-allotment option was exercised in full on January 29, 2020, pursuant to which the Company issued and sold an additional 1,333,333 shares of its common stock for gross proceeds of approximately $20.0 million. As a result, the Company issued and sold a total of 8,333,333 shares of its common stock pursuant to the Private Common Stock Offering for aggregate net proceeds of approximately $114.4 million, net of offering costs of approximately $10.6 million.
Concurrent with the closing of the Private Common Stock Offering, on January 16, 2020, the Company entered into a registration rights agreement for the benefit of the purchasers of shares of its common stock in such offering and the certain of the investors in the Legacy Funds (the “Legacy Investors”) that received shares of its common stock in connection with the Formation Transactions that were not the Company’s directors, officers and affiliates. Pursuant to the terms of this registration rights agreement, the Company no longer has any registration obligations with respect to such shares because (i) such shares may be sold by any such stockholder in a single transaction without registration pursuant to Rule 144 under the Securities Act, (ii) the Company has been subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for a period of at least 90 days and is current in the filing of all such required reports and (iii) such shares have been listed for trading on the Nasdaq Global Select Market.
On January 16, 2020, immediately following the initial closings of the Private Offerings, the Company used the proceeds from the Private Offerings to complete the Formation Transactions, pursuant to which the Company acquired the Legacy Funds and Trinity Capital Holdings. As consideration for the Legacy Funds, the Company issued 9,183,185 shares of common stock at $15.00 per share for a total value of approximately $137.7 million and paid approximately $108.7 million in cash to certain of the Legacy Investors. As consideration for all of the equity interests in Trinity Capital Holdings, the Company issued 533,332 shares of its common stock at $15.00 per share for a total value of approximately $8.0 million and paid approximately $2.0 million in cash.
On February 2, 2021, the Company completed its initial public offering of 8,006,291 shares of common stock at a price of $14.00 per share, inclusive of the underwriters’ option to purchase additional shares, which was exercised in full. The Company’s 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 the Company's existing indebtedness outstanding under the Credit Suisse Credit Facility.
On November 9, 2021, the Company established an at-the-market equity program (the “ATM Program”), pursuant to which the Company can issue and sell, from time to time, up to $50.0 million in aggregate offering price of shares of its common stock by any method permitted by law and deemed to be part of an “at-the-market” offering (as defined in Rule 415 under the Securities Act). On December 1, 2023, the Company entered into new equity distribution agreements to (i) increase the maximum aggregate offering price of shares of its common stock to be sold through the ATM Program to $145.7 million and (ii) add one additional sales agent to the ATM Program. On August 23, 2024, the Company entered into new equity distribution agreements to (i) increase the maximum aggregate offering price of shares of its common stock to be sold through the ATM Program to $250.0 million and (ii) add one additional sales agent to the ATM Program.
The Company generally uses net proceeds from the ATM Program to make investments in accordance with its investment objective and investment strategy and for general corporate purposes.
During the three months ended March 31, 2025, the Company issued and sold 1,977,463 shares of its common stock at a weighted-average price of $15.61 per share and raised $30.5 million of net proceeds after deducting deferred offering costs and commissions to the sales agents on shares sold under the ATM Program.
During the year ended December 31, 2024, the Company issued and sold 14,161,064 shares of its common stock at a weighted-average price of $14.35 per share and raised $200.2 million of net proceeds after deducting deferred offering costs and commissions to the sales agents on shares sold under the ATM Program.
For additional information regarding the ATM Program, see “Note 14 – Subsequent Events.”
On November 7, 2024, the Board authorized a program 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 may, but is not obligated to, repurchase its outstanding common stock in the open market from time to time, provided that the Company complies with guidelines specified in Rule 10b-18 of the Exchange Act, including certain price, market, volume, and timing constraints. 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.
The Board authorized the 2024 Repurchase Program because it believes sustained macroeconomic pressures and other market factors may cause the Company’s common stock to be undervalued from time to time, especially relative to the Company’s performance and its peers, and that such repurchase demonstrates the Company’s stability and strength, including the resilience and creditworthiness of its portfolio. The timing and number of shares to be repurchased will depend on a number of factors, including market conditions and alternative investment opportunities. In addition, any repurchases will be conducted in accordance with the 1940 Act.
The Company did not repurchase shares of its outstanding common stock during the three months ended March 31, 2025 or during the year ended December 31, 2024.
On April 7, 2022, the Company issued 2,754,840 shares of the Company’s common stock, par value $0.001 per share, at a public offering price of $18.15 per share, resulting in net proceeds to the Company of approximately $47.9 million, after deducting discounts and commissions and offering expenses. In addition, the underwriters exercised their option to purchase an additional 413,226 shares of common stock, resulting in additional net proceeds to the Company of $7.2 million, after deducting discounts, commissions and offering expenses.
On August 18, 2022, the Company issued 3,587,736 shares of the Company’s common stock, par value $0.001 per share, at a public offering price of $15.33 per share, resulting in net proceeds to the Company of approximately $53.3 million, after deducting discounts and commissions and offering expenses. In addition, the underwriters exercised their option in part to purchase an additional 132,168 shares of common stock, resulting in additional net proceeds to the Company of $2.0 million, after deducting discounts, commissions and offering expenses.
On August 8, 2023, the Company issued 5,190,312 shares of the Company’s common stock, par value $0.001 per share, at a public offering price of $14.45 per share, resulting in net proceeds to the Company of approximately $72.5 million, after deducting discounts and commissions and offering expenses. In addition, the underwriters exercised their option in part to purchase an additional 500,000 shares of common stock, resulting in additional net proceeds to the Company of $6.9 million, after deducting discounts, commissions and offering expenses.
The Company’s amended and restated distribution reinvestment plan (“DRIP”) provides for the reinvestment of distributions in the form of common stock on behalf of its stockholders, unless a stockholder has elected to receive distributions in cash. As a result, if the Company declares a cash distribution, its 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 the Company’s common stock. The share requirements of the DRIP may be satisfied through the issuance of common shares or through open market purchases of common shares by the DRIP plan administrator. Newly issued shares will be valued based upon the final closing price of the Company’s common stock on the valuation date determined for each distribution by the Board.
The Company’s DRIP is administered by its transfer agent on behalf of the Company’s record holders and participating brokerage firms. Brokerage firms and other financial intermediaries may decide not to participate in the Company’s DRIP but may provide a similar distribution reinvestment plan for their clients. During the three months ended March 31, 2025, the Company issued 20,349 shares of common stock for a total of approximately $0.3 million under the DRIP.
During the year ended December 31, 2024, the Company issued 90,245 shares of common stock for a total of approximately $1.3 million under the DRIP.
The following table summarizes distributions declared and/or paid by the Company since inception:
DeclarationDate
Type
RecordDate
PaymentDate
Per ShareAmount
May 7, 2020
Quarterly
May 29, 2020
June 5, 2020
August 10, 2020
August 21, 2020
September 4, 2020
November 9, 2020
December 4, 2020
December 30, 2020
January 15, 2021
March 23, 2021
March 31, 2021
April 16, 2021
June 15, 2021
July 15, 2021
September 13, 2021
December 16, 2021
January 14, 2022
March 15, 2022
April 15, 2022
0.40
Supplemental
0.15
0.42
September 15, 2022
0.45
December 15, 2022
December 30, 2022
January 13, 2023
March 14, 2023
March 31, 2023
0.47
June 14, 2023
June 30, 2023
0.05
September 13, 2023
September 30, 2023
December 14, 2023
0.50
March 14, 2024
April 15, 2024
June 13, 2024
July 15, 2024
October 15, 2024
January 15, 2025
March 19, 2025
9.21
2019 Long Term Incentive Plan
The Company’s Board initially adopted and approved the 2019 Trinity Capital Inc. Long Term Incentive Plan (as amended, the “2019 Long Term Incentive Plan”) on October 17, 2019 and the Company’s stockholders approved the 2019 Long Term Incentive Plan on June 17, 2021 at the Company’s 2021 Annual Meeting of Stockholders, with the 2019 Long Term Incentive Plan becoming effective on June 17, 2021. The Company’s Board adopted and approved Amendment No. 1 to the 2019 Trinity Capital Inc. Long-Term Incentive Plan on April 23, 2024 to, among other things, increase the total number of shares available for issuance under the 2019 Long Term Incentive Plan by 5,800,000 shares (from 3,600,000 shares to 9,400,000 shares) and the Company’s stockholders approved such amendment on June 12, 2024 at the Company’s 2024 Annual Meeting of Stockholders, with such amendment becoming effective on June 12, 2024.
Under the 2019 Long Term Incentive Plan, awards of restricted stock, incentive stock options and non-statutory stock options (together with incentive stock options, “Options”) may be granted to certain of the Company’s executive officers, employee directors and other employees (collectively, the “Employee Participants”) in accordance with the SEC exemptive order the Company received on May 27, 2021 (the “SEC Exemptive Order”). While the 2019 Long Term Incentive Plan contemplates grants of restricted stock, restricted stock units, Options, dividend equivalent rights, performance awards and other stock-based awards to the Employee Participants, the Company only sought and received exemptive relief from the SEC pursuant to the SEC Exemptive Order to grant awards of restricted stock and Options. As a result, the Company will only grant awards of such securities under the 2019 Long Term Incentive Plan. The Employee Participants will have the right to receive dividends on such awarded restricted stock, unless and until the restricted stock is forfeited.
Subject to certain adjustments under the 2019 Long Term Incentive Plan, the maximum aggregate number of shares of the Company’s common stock authorized for issuance under the 2019 Long Term Incentive Plan is 9,400,000 shares. The 2019 Long Term Incentive Plan is to be administered by the Compensation Committee of the Board (the “Compensation Committee”) in accordance with the terms of the 2019 Long Term Incentive Plan. The 2019 Long Term Incentive Plan will terminate on the day prior to the tenth anniversary of the date it was initially adopted by the Board, unless terminated sooner by action of the Board or the Compensation Committee, as applicable.
For additional information regarding the 2019 Long Term Incentive Plan, please refer to the Company’s Current Reports on Form 8-K filed with the SEC on June 23, 2021 and June 14, 2024, and the Company’s definitive proxy statement for the 2025 Annual Meeting of Stockholders. The following table summarizes issuances, vesting, and retirement of shares under the plan as well as the fair value of granted stock for the three months ended March 31, 2025 and 2024 (dollars in thousands).
Weighted Average
Grant Date Fair Value
Unvested as of Beginning of Period
1,993,459
14.53
1,326,891
14.56
Shares Granted
15.83
14.80
Shares Vested and Forfeited
(285,251
14.81
(287,793
14.19
Unvested as of Ending of Period
2,028,164
14.70
1,792,149
14.72
Fair Value of Granted Stock
11,145
Compensation Cost Recognized
2,559
As of March 31, 2025, there was approximately $28.8 million of total unrecognized compensation costs related to the non-vested restricted stock awards. These costs are expected to be recognized over a weighted average period of 3.0 years. As of December 31, 2024, there was approximately $26.3 million of total unrecognized compensation costs related to non-vested restricted stock awards. These costs were expected to be recognized over a weighted average period of 3.0 years. Shares vested and forfeited primarily relate to shares acquired of common stock held by employees who tendered owned shares to satisfy tax withholding obligations.
Option Awards
On March 14, 2025 (the “Option Awards Grant Date”), the Company's Board approved grants of non-statutory stock options to certain executive officers of the Company each to purchase up to 300,000 shares of the Company’s common stock pursuant to the 2019 Long Term Incentive Plan (the “Option Awards”) for a total of 1,500,000 shares. Each Option Award is subject to certain time-based and market-based vesting conditions, which are set forth in the Company's Non-Statutory Stock Option Award Agreement.
Within four years following the Option Awards Grant Date, the volume weighted average trading price (“VWAP”) per share of the Company’s common stock on any established stock exchange or national market system for ninety (90) consecutive calendar days ending on the last trading day preceding the applicable day must be equal to or greater than $23.75. If the VWAP condition is satisfied, and the applicable recipient of the Option Award remains in the continuous employment of the Company through the applicable vesting date (subject to certain limited exceptions), the stock option will vest as follows: 25% on March 14, 2026 with the remaining 75% vesting pro rata over the twelve (12) full calendar quarters immediately following March 14, 2026. The Option Awards expire on March 14, 2035.
The $15.83 exercise price of the Option Awards was calculated based on the closing stock price on the Option Awards Grant Date. As of March 31, 2025, there were no Option Awards exercised as time-based and market-based vesting conditions have not been met.
During the three months ended March 31, 2025, there was less than $0.1 million of total compensation costs related to the Option Awards. As of March 31, 2025, there was approximately $1.7 million of total unrecognized compensation costs expected to be recognized over a weighted average period of 4.0 years. The fair value of the Option Awards as of March 31, 2025 was approximately $1.7 million.2019 Restricted Stock Plan
The Company’s Board initially adopted and approved the Trinity Capital Inc. 2019 Non-Employee Director Restricted Stock Plan (as amended, the “2019 Restricted Stock Plan”) on October 17, 2019 and the Company’s stockholders approved the 2019 Restricted Stock Plan on June 17, 2021 at the Company’s 2021 Annual Meeting of Stockholders, with the 2019 Restricted Stock Plan becoming effecting on June 17, 2021. The Company’s Board adopted and approved Amendment No. 1 to the Trinity Capital Inc. 2019 Non-Employee Director Restricted Stock Plan on April 23, 2024 to increase the total number of shares available for issuance under the 2019 Restricted Stock Plan by 60,000 shares (from 60,000 shares to 120,000 shares) and the Company’s stockholders approved such amendment on June 12, 2024 at the Company’s 2024 Annual Meeting of Stockholders, with such amendment becoming effective on June 12, 2024.
The 2019 Restricted Stock Plan provides for grants of restricted stock awards (“Non-Employee Director Awards”) to the Company’s non-employee directors (the “Non-Employee Director Participants”), which are directors who are not “interested persons” of the Company (as such term is defined in Section 2(a)(19) of the 1940 Act) in accordance with the SEC Exemptive Order. The Non-Employee Director Participants will have the right to receive dividends on such awarded restricted stock, unless and until the restricted stock is forfeited.
Subject to certain adjustments under the 2019 Restricted Stock Plan, the total number of shares of the Company’s common stock that may be subject to Non-Employee Director Awards is 120,000 shares. The 2019 Restricted Stock Plan is to be administered by the Compensation Committee, subject to the discretion of the Board. The 2019 Restricted Stock Plan will terminate on the day prior to the tenth anniversary of the date it was approved by the Company’s stockholders, unless terminated sooner by action of the Board.
For additional information regarding the 2019 Restricted Stock Plan, please refer to the Company’s Current Reports on Form 8-K, filed with the SEC on June 23, 2021 and June 14, 2024, and the Company’s definitive proxy statement for the 2025 Annual Meeting of Stockholders. The following table summarizes issuances, vesting, and retirement of shares under the plan as well as the fair value of granted stock for the three months ended March 31, 2025 and 2024 (dollars in thousands).
Unvested as of Beginning of Period,
13,340
14.99
15,196
13.16
Unvested as of Ending of Period,
As of March 31, 2025, there was less than $0.1 million of total unrecognized compensation costs related to non-vested restricted stock awards. These costs are expected to be recognized over a three-month period. As of December 31, 2024, there was approximately $0.1 million of total unrecognized compensation costs related to non-vested restricted stock awards. These costs were expected to be recognized over a six-month period.
The following table sets forth the computation of the basic and diluted earnings per common share for the three months ended March 31, 2025 and 2024 (in thousands except shares and per share information):
Earnings per common share - basic
Numerator for basic earnings per share
Denominator for basic weighted average shares
Earnings/(Loss) per common share - basic
Earnings per common share - diluted
Numerator for increase in net assets per share
Adjustment for dilutive effect of Option Awards and Convertible Notes
Numerator for diluted earnings per share
15,424
3,847,265
Denominator for diluted weighted average shares
Earnings/(Loss) per common share - diluted
Diluted earnings (loss) available to each share of common stock outstanding during the reporting period included any additional shares of common stock that would be issued if all potentially dilutive securities were exercised. In accordance with ASU 2020-06, the Company is required to disclose diluted EPS using (i) the treasury stock method for Option Awards that assumes shares were exercised at the beginning of the reporting period (or at time of issuance, if later) and is intended to show the dilution effect to common stockholders and (ii) the if-converted method for the Convertible Notes that assumes the conversion of convertible securities at the beginning of the reporting period and is intended to show the maximum dilution effect to common stockholders regardless of how the conversion can occur. During the three months ended March 31, 2025, the market-based conditions for the Option Awards were not met and the Convertible Notes were converted in full and are no longer outstanding, as such, both were not considered in the calculation of diluted EPS. During the three months ended March 31, 2024, the adjustments for diluted EPS included additional effects for the Convertible Notes.
The Company has elected to be treated, currently qualifies, and intends to continue to qualify annually as, a RIC under Subchapter M of the Code for U.S. federal tax purposes. In order to maintain its treatment as a RIC, the Company is generally required to distribute at least annually to its stockholders at least the sum of 90% of its investment company taxable income (which generally includes its net ordinary taxable income and realized net short-term capital gains in excess of realized net long-term capital losses) and 90% of its net tax-exempt income (if any). The Company generally will not be subject to U.S. federal income tax on these distributed amounts, but will pay U.S. federal income tax at corporate rates on any retained amounts.
The amount of taxable income to be paid out as a distribution is determined by the Board each quarter and is generally based upon the annual earnings estimated by management of the Company. Net capital gains, if any, are distributed at least annually, although the Company may decide to retain all or some of those capital gains for investment and pay U.S. federal income tax at corporate rates on those retained amounts. If the Company chooses to do so, this generally will increase expenses and reduce the amount available to be distributed to stockholders. In the event the Company’s taxable income (including any net capital gains) for a fiscal year falls below the amount of distributions declared and paid with respect to that year, however, a portion of the total amount of those distributions may be deemed a return of capital for tax purposes to the Company’s stockholders.
Because federal income tax regulations differ from GAAP, distributions in accordance with tax regulations may differ from net investment income and realized gains recognized for financial reporting purposes. Differences may be permanent or temporary in nature. Permanent differences are reclassified among capital accounts in the financial statements to reflect their appropriate tax character. Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future.
For the three months ended March 31, 2025 and 2024, $0.6 million and $0.6 million, respectively, was recorded for U.S. federal excise tax.
The following table sets forth the tax cost basis and the estimated aggregate gross unrealized appreciation and depreciation from investments for federal income tax purposes as of March 31, 2025 and December 31, 2024 (in thousands):
Tax Cost of Investments
1,833,444
1,763,183
Unrealized appreciation
66,552
60,872
Unrealized depreciation
(107,584
(113,528
(41,032
(52,656
The following presents financial highlights (in thousands except share and per share information):
Per Share Data: (1)
Net asset value, beginning of period
13.19
Net investment income
Net realized and unrealized gains/(losses) on investments (2)
(0.09
(0.23
Offering costs
(0.01
Effect of shares issued and repurchased (3)
(0.21
(0.10
Distributions (4)
(0.51
Total increase/(decrease) in net assets
(0.30
(0.31
Net asset value, end of period
12.88
Shares outstanding, end of period
Weighted average shares outstanding
Total return based on net asset value (5)
Total return based on market value (6)
8.4
Ratio/Supplemental Data:
Per share market value at end of period
15.16
14.68
Net assets, end of period
Ratio of total expenses to average net assets
16.2
16.4
Ratio of net investment income to average net assets
15.9
Ratio of interest and credit facility expenses to average net assets
Portfolio turnover rate (7)
8.9
11.4
Asset coverage ratio (8)
186.1
184.9
Senior Securities
Information about the Company’s senior securities (including debt securities and other indebtedness) is shown in the following table as of March 31, 2025, and December 2024, 2023, 2022, 2021 and 2020. No senior securities were outstanding as of December 31, 2019.
Class and Period
Total Amount Outstanding Exclusive of TreasurySecurities (1) (in thousands)
Asset Coverage per Unit (2)
Involuntary Liquidating Preference per Unit (3)
Average Market Value per Unit (4)
Credit Suisse Credit Facility
March 31, 2025 (Unaudited)(5)
December 31, 2024(5)
December 31, 2023(5)
December 31, 2022(5)
1,958
135,000
1,770
March 31, 2025 (Unaudited)
1,861
1,927
213,000
1,947
187,500
1,741
81,000
2025 Notes
March 31, 2025 (Unaudited)(6)
152,500
1,006
Convertible Notes
March 31, 2025 (Unaudited)(7)
August 2026 Notes
December 2026 Notes
Class and Period, Continued
March 2029 Notes
1,012
September 2029 Notes
968,151
888,000
645,500
620,000
466,000
310,000
During the three months ended March 31, 2025 and the year ended December 31, 2024, certain related parties received distributions from the Company relating to their shares held. Refer to “Note 7 – Stockholder’s Equity” for further details on the Company’s DRIP and the distributions declared.
During the three months ended March 31, 2025 and the year ended December 31, 2024, the Company’s directors and executive officers and certain employees received restricted stock awards under the 2019 Long Term Incentive Plan and the 2019 Restricted Stock Plan. Refer to “Note 8 – Equity Incentive Plans” for further details on the Company’s stock-based compensation plans.
The Company has entered into indemnification agreements with its directors and executive officers. The indemnification agreements are intended to provide the Company’s directors and executive officers the maximum indemnification permitted under Maryland law and the 1940 Act. Each indemnification agreement provides that the Company shall indemnify the director or executive officer who is a party to the agreement, or an “Indemnitee,” including the advancement of legal expenses, if, by reason of his or her corporate status, the Indemnitee is, or is threatened to be, made a party to or a witness in any threatened, pending, or completed proceeding, to the maximum extent permitted by Maryland law and the 1940 Act.
The Company and its executives and directors are covered by directors and officers insurance. In addition, each of our directors and officers have entered into an indemnification agreement with us pursuant to which our directors and officers are indemnified by us to the maximum extent permitted by Maryland law subject to the restrictions of the 1940 Act.Senior Credit Corp 2022 LLC
As disclosed in “Note 1 - Organization and Basis of Presentation”, the Company entered into a joint venture agreement with certain funds and accounts managed by a specialty credit manager (collectively, the “JV Partner”) on December 5, 2022 to co-manage the JV. The JV invests in secured loans and equipment financings to growth-oriented companies that have been originated by the Company. The Company and the JV Partner committed to initially contribute $21.4 million and $150.0 million, respectively, of capital in the form of 8.5% notes and preferred equity in the JV. The JV is capitalized as investment transactions are completed and all portfolio decisions and generally all other actions in respect of the JV must be approved by the board of managers of the JV consisting of an equal number of representatives of the Company and the JV Partner. Capital contributions are called from each JV member on a pro-rata basis based on their total capital commitments, with 70% of each such capital contribution invested in the JV’s 8.5% notes and the remaining 30% invested in the JV's preferred equity. As of March 31, 2025, the Company’s and the JV Partner’s ownership of the JV was 12.5% and 87.5%, respectively.
The Company has agreed to offer the JV the opportunity to purchase a percentage of each secured loan and equipment financing advance originated by the Company during the period commencing on September 1, 2022 and ending on June 5, 2026. The JV is required to pay the Company a fee equal to 100 basis points of the total principal amount of each loan or equipment financing advance acquired by the JV from the Company, with 50% of the fee for each such particular loan or advance payable by the JV to the Company within two business days of the date of such acquisition or advance and the remaining 50% payable in equal monthly installments over 24 months following the date of such acquisition or advance. In addition, the JV shall pay the Company an administrative agent fee equal to 75 basis points of the daily average aggregate value of the JV’s outstanding loans and equipment financings.
As of March 31, 2025, the Company contributed $18.4 million of capital to the JV, which consisted of a debt investment of $12.9 million and an equity investment of $5.5 million. As of December 31, 2024, the Company contributed $18.4 million of capital to the JV, which consisted of a debt investment of $12.9 million and an equity investment of $5.5 million. As of March 31, 2025 and December 31, 2024, the Company's unfunded commitment of capital to the JV was $3.0 million and $3.0 million, respectively.
As of March 31, 2025 and December 31, 2024, the JV’s total investment portfolio on a fair value basis was $234.6 million and $219.1 million, respectively. During the three months ended March 31, 2025, the Company received $29.0 million in net proceeds from the sale of investments to the JV. During the year ended December 31, 2024, the Company received $157.3 million in net proceeds from the sale of investments to the JV.
During the three months ended March 31, 2025 and 2024, the Company earned approximately $0.7 million and $0.9 million, respectively, for originations and administrative agent fees which are recognized as fee income on the Consolidated Statements of Operations. As of March 31, 2025 and December 31, 2024, the Company had approximately $1.0 million and $1.1 million, respectively, in unsettled receivables due from the JV that were included in other assets in the accompanying Consolidated Statements of Assets and Liabilities.
Trinity Capital Adviser LLC
As disclosed in “Note 1 - Organization and Basis of Presentation”, the Company formed the Adviser Sub on March 16, 2023 as a wholly owned subsidiary of the Company. The Company was granted exemptive relief by the SEC that permits the Company to organize, acquire, wholly own and operate the Adviser Sub as an investment adviser registered under the Advisers Act. The Adviser Sub may provide investment advisory and related services to the Adviser Funds with ownership by one or more External Parties and receives fee income for such services. The Adviser Sub commenced operations on June 28, 2024.
The Company has entered into a resource sharing agreement (“Sharing Agreement”) with the Adviser Sub, through which the Adviser Sub has access to the Company's human capital resources, facilities and systems. Under the terms of Sharing Agreement, the Company allocates the related expenses of such shared resources to the Adviser Sub pro rata based on total assets under management by the Adviser Sub and the Company. The Company's total expenses are net of such expenses allocated to the Adviser Sub of $0.4 million for the three months ended March 31, 2025. There were no allocated expenses during the three months ended March 31, 2024. As of March 31, 2025 and December 31, 2024, there was $2.3 million and $1.8 million, respectively, receivable from the Adviser Sub.
The Adviser Sub has entered into an investment management agreement with EPT 16 and may enter into additional investment management agreements with other Adviser Funds in the future, pursuant to which the Adviser Sub receives management fees and/or incentive fees based on the assets under management and the performance of the Adviser Funds, respectively. With respect to such fee income, the Adviser Sub expects to declare and pay dividend distributions to the Company. During the three months ended March 31, 2025 and 2024, no dividend distributions were declared and paid by the Adviser Sub to the Company.
As disclosed in “Note 1 - Organization and Basis of Presentation”, the Company and a specialty credit manager (the “Class A Member”) funded a portion of their respective capital commitments on June 28, 2024 to commence the operations of a credit fund, EPT 16. EPT 16 has acquired and intends to acquire, hold and, as applicable, dispose of investments that have been originated by the Company. The Company and the Class A Member had capital commitments to EPT 16 in the amount of $10.0 million and $50.0 million, respectively. As of March 31, 2025, the Company's and the Class A Member’s ownership percentages were 16.7% and 83.3%, respectively. EPT 16 has entered into an investment management agreement with the Adviser Sub, pursuant to which the Adviser Sub will earn certain base management and incentive fees in exchange for providing advisory services to EPT 16.
As of March 31, 2025 and December 31, 2024, the Company had contributed $9.2 million of capital to EPT 16. As of March 31, 2025 and December 31, 2024, the Company's unfunded commitment was $0.8 million and $0.8 million, respectively.
As of March 31, 2025 and December 31, 2024, EPT 16’s total investment portfolio on a fair value basis was $70.4 million and $66.9 million, respectively. During the three months ended March 31, 2025, the Company received $6.0 million in net proceeds from the sale of investments to the EPT 16. During the year ended December 31, 2024, the Company received $74.7 million in net proceeds from the sale of investments to the EPT 16.
Note 13. Segment Reporting
The Company has determined that is has a single operating segment in accordance with Topic 280, Segment Reporting (“ASC 280”). The Company’s Chief Operating Decision Maker (“CODM”) is the Chief Executive Officer (“CEO”). While the Company derives income and capital appreciation by providing debt to growth-oriented companies across various industries, the Company and the CODM evaluate and monitor performance of the business on a consolidated basis. Further, each investment is evaluated and managed using similar processes and shared operations support functions such as deal origination, underwriting, loan servicing in addition to the administrative functions of human resources, legal, finance and information technology. The accounting policies of the segment align with those outlined in “Note 2 - Summary of Significant Accounting Policies” included in the notes of the consolidated financial statements.
The CODM uses consolidated net investment income and net increase/(decrease) in net assets resulting from operations when allocating resources and assessing the Company’s performance. Net investment income is comprised of consolidated total investment income (“segment revenues”) and consolidated total net operating expenses (“significant segment expenses”). The net increase/(decrease) in net assets is comprised of consolidated net investment income and consolidated net realized gain/(loss) from investments and consolidated net change in unrealized appreciation/(depreciation) from investments. These performance metrics are considered the key segment measure of profit or loss received by the CODM. As the Company’s operations comprise of a single reporting segment, the segment assets are reflected on the accompanying Consolidated Statements of Assets and Liabilities as Total Assets, investments held on the Consolidated Statements of Investments, and the significant segment expenses are listed on the accompanying Consolidated Statements of Operations.
In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU 2024-03—Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”) related to expense disclosures. The amendments in ASU 2024-03 require public entities to provide disaggregated disclosure of expenses included within relevant income statement expense captions, as well as additional disclosures about selling expenses. This update will become effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The Company is currently evaluating the impact of adopting this guidance with respect to the consolidated financial statements.
The Company’s management evaluated subsequent events through the date of issuance of the consolidated financial statements included herein. Except as noted below, there have been no subsequent events that occurred during such period that would require recognition or disclosure. Equity ATM Program
For the period from April 1, 2025 to May 5, 2025, the Company issued and sold 752,845 shares of its common stock at a weighted-average price of $14.15 per share and raised $10.5 million of net proceeds after deducting commissions to the sales agents on shares sold under the Equity ATM Program.
Debt ATM Program
For the period from April 1, 2025 to May 5, 2025, the Company issued and sold $0.5 million of its ATM September 2029 Notes and raised $0.5 million of net proceeds after deducting deferred offering costs and commissions to the sales agents on notes sold under the Sales Agreement.
Except where the context suggests otherwise, the terms “we,” “us,” “our,” and “the Company” refer to Trinity Capital Inc. and its consolidated subsidiaries. The information contained in this section should be read in conjunction with our consolidated financial statements and related notes thereto appearing elsewhere in this Quarterly Report on Form 10‑Q.
This quarterly report contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors, and undue reliance should not be placed thereon. Any statements about our expectations, beliefs, plans, predictions, forecasts, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as “anticipate,” “believes,” “can,” “could,” “may,” “predicts,” “potential,” “should,” “will,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “expects,” “intends” and similar words or phrases. Accordingly, these statements are only predictions and involve estimates, known and unknown risks, assumptions and uncertainties that could cause actual results to differ materially from those expressed in them. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of several factors discussed under Item 1A. “Risk Factors” of Part II of this quarterly report and Item 1A. "Risk Factors" of Part I of our Annual Report on Form 10-K, filed with the Securities and Exchange Commission ("SEC") on February 26, 2025, including but not limited to the following:
Additionally, there may be other risks that are otherwise described from time to time in the reports that we file with the SEC. Any forward-looking statements in this Quarterly Report on Form 10-Q should be considered in light of various important factors, including the risks and uncertainties listed above, as well as others. All forward-looking statements are necessarily only estimates of future results, and there can be no assurance that actual results will not differ materially from expectations, and, therefore, you are cautioned not to place undue reliance on such statements. Any forward-looking statements are qualified in their entirety by reference to the risk factors discussed throughout this quarterly report. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. Because we are an investment company, the forward-looking statements and projections contained in this quarterly report are excluded from the safe harbor protections provided by Section 27A(b)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act (the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995).
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. 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.
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. 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 generally are required to invest at least 70% of our total assets in qualifying assets in accordance with the 1940 Act but may invest up to 30% of our total assets in non-qualifying assets, as permitted by the 1940 Act.
We target investments in growth-oriented companies, which are typically private companies, including institutional investor-based companies. We define “growth-oriented companies” as companies that have significant ownership and active participation by sponsors, such as institutional investors or private equity firms, and expected annual revenues of up to $100 million. 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. Our loans and equipment financings generally have a total term of up to 60 months. These investments are typically secured by a blanket first position lien, a specific asset lien on mission-critical assets and/or a blanket second position lien. We may also make a limited number of direct equity and equity-related investments in conjunction with our debt investments. We target growth-oriented companies that have recently issued equity to raise cash to offset potential cash flow needs related to projected growth, have achieved positive cash flow to cover debt service, or have institutional investors committed to providing additional funding. A loan or equipment financing may be structured to tie the amortization of the loan or equipment financing to the portfolio company’s projected cash balances while cash is still available for operations. As such, the loan or equipment financing may have a reduced risk of default. 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.
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. 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. (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. In order to complete these transactions, we used a portion of the proceeds from our private equity offering and private debt offering that occurred on January 16, 2020 (the “Private Offerings”).
On February 2, 2021, we completed our initial public offering 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. 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.
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.
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”). The Adviser Sub may provide investment advisory and related services to one or more investment vehicles (the “Adviser Funds”) with ownership by one or more unrelated third-party investors and receive fee income for such services.
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.
The preparation of our financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ materially. Our critical accounting estimates, including those relating to valuation of investments and income recognition, are described below. Please refer to “Note 2 – Summary of Significant Accounting Policies” in the notes to the consolidated financial statements included in this Quarterly Report on Form 10-Q for a discussion of our significant accounting policies.
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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. The Company’s investments are carried at fair value in accordance with the 1940 Act and Accounting Standards Codification (“ASC”) 946, Financial Services — Investment Companies (“ASC 946”) and measured in accordance with ASC 820, Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the observability of inputs used to measure fair value, and provides disclosure requirements for fair value measurements. ASC 820 requires the Company to assume that each of the portfolio investments is sold in a hypothetical transaction in the principal or, as applicable, most advantageous market using market participant assumptions as of the measurement date. Market participants are defined as buyers and sellers in the principal market that are independent, knowledgeable and willing and able to transact. The Company values its investments at fair value as determined in good faith by the Company’s Board of Directors (the “Board”) in accordance with the provisions of ASC 820 and the 1940 Act.
While the Board is ultimately and solely responsible for determining the fair value of the Company’s investments, the Company has engaged independent valuation firms to provide the Company with valuation assistance with respect to its investments. The Company engages independent valuation firms on a discretionary basis. Specifically, on a quarterly basis, the Company identifies portfolio investments with respect to which an independent valuation firm assists in valuing certain investments. 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.
Investments recorded on our Consolidated Statements of Assets and Liabilities are categorized based on the inputs to the valuation techniques as follows:
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. The Company uses an internally developed portfolio investment rating system in connection with its investment oversight, portfolio management and analysis and investment valuation procedures. This system takes into account both quantitative and qualitative factors of the portfolio companies. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may fluctuate from period to period. 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.
Fair value estimates are made at discrete points in time based on relevant information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. The carrying amounts of the Company’s financial instruments, consisting of cash, investments, receivables, payables and other liabilities approximate the fair values of such items due to the short-term nature of these instruments.
The Company recognizes interest income on an accrual basis and recognizes it as earned in accordance with the contractual terms of the loan agreement to the extent that such amounts are expected to be collected. Original issue discount (“OID”) initially includes the estimated fair value of detachable warrants obtained in conjunction with the origination of debt securities, and is accreted into interest income over the term of the loan as a yield enhancement based on the effective yield method. Interest income from payment-in-kind (“PIK”) represents contractually deferred interest added to the loan balance recorded on an accrual basis to the extent such amounts are expected to be collected.
In addition, the Company may also be entitled to an end-of-term (“EOT”) payment. EOT payments to be paid at the termination of the debt agreement are accreted into interest income over the contractual life of the debt based on the effective yield method. When a portfolio company pre-pays their indebtedness prior to the scheduled maturity date, the acceleration of the unaccreted OID and EOT is recognized as interest income.
Income related to application or origination payments, including facility commitment fees, net of related expenses and generally collected in advance, are accreted into interest income over the contractual life of the loan. The Company recognizes nonrecurring fees and additional OID and EOT received in consideration for contract modifications commencing in the quarter relating to the specific modification.
The Company records dividend income on an accrual basis to the extent amounts are expected to be collected. Dividend income is recorded when dividends are declared by the portfolio company or at such other time that an obligation exists for the portfolio company to make a distribution. During three months ended March 31, 2025, the Company recorded $0.8 million in dividend income. During the three months ended March 31, 2024, the Company recorded $0.2 million in dividend income.
Portfolio Composition
As of March 31, 2025, our investment portfolio had an aggregate fair value of approximately $1,792.7 million and was comprised of approximately $1,330.4 million in secured loans, $336.7 million in equipment financings, and $125.6 million in equity and warrants, across 155 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.
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 March 31, 2025 and December 31, 2024:
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 March 31, 2025 and December 31, 2024. The geographic composition is determined by the location of the corporate headquarters of the portfolio company.
United States
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 March 31, 2025 and December 31, 2024:
As of March 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 3.1 years and 3.2 years, respectively. Additional information regarding our portfolio is set forth in the Consolidated Schedule of Investments and the related notes thereto included with this Quarterly Report on Form 10-Q.
Concentrations of Credit Risk
Credit risk is the risk of default or non-performance by portfolio companies, equivalent to the investment’s carrying amount. Industry and sector concentrations will vary from period to period based on portfolio activity.
As of March 31, 2025 and December 31, 2024, the Company’s ten largest portfolio companies represented approximately 27.0% and 26.7%, respectively, of the total fair value of the Company’s investments in portfolio companies. As of March 31, 2025 and December 31, 2024, the Company had five and seven portfolio companies, respectively, that represented 5% or more of the Company’s net assets.
Investment Activity
During the three months ended March 31, 2025, we invested approximately $94.8 million in six new portfolio companies, and approximately $125.6 million in 19 existing portfolio companies, excluding deferred fees. During the three months ended March 31, 2025, we received an aggregate of $157.1 million in proceeds from repayments and sales of our investments, including proceeds of approximately $62.4 million from scheduled/amortizing debt payments, $59.1 million from early repayments on our debt investments, $35.4 million from investments sold primarily to Multi-Sector Holdings and $0.2 million from warrant and equity exits.
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. During the year ended December 31, 2024, we received an aggregate of $807.9 million in proceeds from repayments and sales of our investments, including proceeds of approximately $313.2 million from early repayments on our debt investments, $45.7 million from warrant and equity exits, $207.3 million from scheduled/amortizing debt payments and $241.7 million from investments sold primarily to Multi-Sector Holdings.
The following table provides a summary of the changes in the investment portfolio for the three months ended March 31, 2025 and the year ended December 31, 2024 (in thousands):
Year Ended
Beginning Portfolio, at fair value
1,275,180
1,218,931
Principal payments received on investments
(62,385
(207,328
Proceeds from early debt repayments
(59,097
(313,207
Sales of investments
(35,605
(287,331
(9,730
9,481
Ending Portfolio, at fair value
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.
Portfolio Asset Quality
Our portfolio management team uses an ongoing investment risk rating system to characterize and monitor our outstanding loans and equipment financings. Our portfolio management team monitors and, when appropriate, recommends changes to the investment risk ratings. 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.
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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.
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 March 31, 2025 and December 31, 2024 (dollars in thousands):
Investment Risk Rating
Investments at
Percentage of
Scale Range
Designation
Total Portfolio
4.0 - 5.0
Very Strong Performance
92,956
89,716
3.0 - 3.9
Strong Performance
567,581
34.0
453,584
28.3
2.0 - 2.9
Performing
928,455
55.7
972,001
60.7
1.6 - 1.9
Watch
50,072
62,883
1.0 - 1.5
Default/Workout
15,156
0.9
11,062
Total Debt Investments excluding Senior Credit Corp 2022 LLC
1,654,220
99.2
1,589,246
.
Senior Credit Corp 2022 LLC (1)
0.8
Total Debt Investments
As of March 31, 2025 and December 31, 2024, our debt investments had a weighted average risk rating score of 2.9 and 2.9, respectively.
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When a debt security becomes 90 days or more past due, or if our management otherwise does not expect that principal, interest, and other obligations due will be collected in full, we will generally place the debt security on non-accrual status and cease recognizing interest income on that debt security until all principal and interest due has been paid or we believe the borrower has demonstrated the ability to repay its current and future contractual obligations. Any uncollected interest is reversed from income in the period that collection of the interest receivable is determined to be doubtful. However, we may make exceptions to this policy if the investment has sufficient collateral value and is in the process of collection.
As of March 31, 2025, loans to three portfolio companies and equipment financings to two portfolio company were on non-accrual status with a total cost of approximately $49.7 million, and a total fair value of approximately $15.2 million, or 0.9%, 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.
The following discussion and analysis of our results of operations encompasses our consolidated results for the three months ended March 31, 2025 and 2024.
Investment Income
The following table sets forth the components of investment income (in thousands):
Stated interest income
50,193
37,840
Amortization of OID and EOT
6,310
Acceleration of OID and EOT
3,258
951
PIK interest income
4,091
Prepayment penalty and related fees
Dividend income
200
Other fee income
2,400
For the three months ended March 31, 2025, total investment income was approximately $65.4 million which represents an approximate effective yield of 15.3% on the average investments during the year. For the three months ended March 31, 2024, total investment income was approximately $50.5 which represents an approximate effective yield of 15.8% on the average investments during the year. The increase in investment income for the three months ended March 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.
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 $33.0 million and $25.3 million for the three months ended March 31, 2025 and 2024, respectively. The increase in our operating expenses for the three months ended March 31, 2025 is discussed with respect to each component of such expenses below.
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”) and 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”). Interest expense and other debt financing costs on our borrowings totaled approximately $17.7 million and $12.1 million for the three months ended March 31, 2025 and 2024, respectively. Our weighted average effective interest rate, comprised of interest and amortization of fees and discount, was approximately 7.6% and 7.4% for the three months ended March 31, 2025 and 2024, respectively. The increase in interest expense for the three months ended March 31, 2025 was primarily due to the issuance of the Series A Notes and to increased borrowings under our credit facility with KeyBank, National Association (the “KeyBank Credit Facility”).
Employee Compensation and Benefits
Employee compensation and benefits totaled approximately $10.6 million and $9.9 million for the three months ended March 31, 2025 and 2024, respectively. The increase in employee compensation expenses for the three months ended March 31, 2025 relates primarily to the increased variable compensation related to a higher headcount and stock-based compensation. As of March 31, 2025 and 2024, the Company had 94 and 73 employees, respectively.
Professional Fees Expenses
Professional fees expenses, consisting of legal fees, accounting fees, third-party valuation fees, and talent acquisition fees, totaled approximately $2.0 million and $0.7 million for the three months ended March 31, 2025 and 2024, respectively. The increase in professional fees expenses for the three months ended March 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. Our general and administrative expenses totaled approximately $2.5 million and $2.0 million for the three months ended March 31, 2025 and 2024, respectively. The increase in general and administrative expenses for the three months ended March 31, 2025 was primarily due to additional office rent and related expenses.Allocated Expenses to Trinity Capital Adviser, LLC
The resource sharing agreement (the “Sharing Agreement”) with the Adviser Sub provides the Adviser Sub with access to the Company's human capital resources, facilities and systems. 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 $0.4 million for the three months ended March 31, 2025. There were no expenses allocated to the Adviser Sub during the three months ended March 31, 2024. As of March 31, 2025 and December 31, 2024, there was $2.3 million and $1.8 million, respectively, receivable due from the Adviser Sub.
Excise Taxes
Our excise taxes totaled approximately $0.6 million and $0.6 million for the three months ended March 31, 2025 and 2024, respectively.
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Net Investment Income
For the three months ended March 31, 2025 and 2024, we recognized approximately $65.4 million and $50.5 million, respectively, in total investment income as compared to approximately $33.0 million and $25.3 million, respectively, in total expenses, including excise tax expense, resulting in net investment income of $32.4 million and $25.2 million, respectively.
Net Realized Gains and Losses
Realized gains or losses are measured by the difference between the net proceeds from the sale or redemption of an investment or a financial instrument and the cost basis of the investment or financial instrument, without regard to unrealized appreciation or depreciation previously recognized, and includes investments written off during the period.
During the three months ended March 31, 2025, our gross realized gains primarily consisted of the repayment of one warrant position. Our gross realized losses primarily consisted of the sale of one equipment financing position. During the three months ended March 31, 2024, our gross realized gains primarily consisted of the repayment of one equipment financing position, and our gross realized losses primarily consisted of the partial sale of one equity position in a portfolio company.
The net realized gains (losses) from the sales, repayments, or exits of investments for the three months ended March 31, 2025 and 2024 were comprised of the following (in thousands):
Net realized gain/(loss) on investments:
Gross realized gains
374
4,277
Gross realized losses
(2,528
(2,926
Total net realized gains/(losses) on investments
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.
Net unrealized appreciation and depreciation on investments for the three months ended March 31, 2025 and 2024 is comprised of the following (in thousands):
Gross unrealized appreciation
18,891
19,057
Gross unrealized depreciation
(24,933
(28,980
Net unrealized appreciation/(depreciation) reclassified related to net realized gains or losses
2,900
(2,077
Total net unrealized gains/(losses) on investments
During the three months ended March 31, 2025, our net unrealized depreciation totaled approximately $3.1 million, which included net unrealized depreciation of $4.1 million from our debt investments, net unrealized appreciation of $1.3 million from our equity investments and net unrealized depreciation of $0.3 million from our warrant investments.
During the three months ended March 31, 2024, our net unrealized depreciation totaled approximately $12.0 million, which included net unrealized appreciation of $3.8 million from our warrant investments, net unrealized depreciation of $3.4 million from our equity investments and net unrealized depreciation of $12.4 million from our debt investments.
Net Increase (Decrease) in Net Assets Resulting from Operations
Net increase in net assets resulting from operations during the three months ended March 31, 2025, totaled approximately $27.1 million. Net increase in net assets resulting from operations during the three months ended March 31, 2024, totaled approximately $14.5 million.
Net Increase (Decrease) in Net Assets Resulting from Operations and Earnings Per Share
For the three months ended March 31, 2025, basic and diluted net increase in net assets per common share were $0.43 and $0.43, respectively.
For the three months ended March 31, 2024, basic and diluted net decrease in net assets per common share were $0.31 and $0.30, respectively.
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 and the Series A Notes offering and borrowings under the KeyBank Credit Facility, each of which were outstanding as of March 31, 2025, as well as cash flows from our operations, including investment sales and repayments and income earned on investments and cash equivalents. Our primary use of our funds includes investments in portfolio companies, payments of interest on our outstanding debt, and payments of fees and other operating expenses we incur. We also expect to use our funds to pay distributions to our stockholders. 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.
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.
During the three months ended March 31, 2025, we experienced a net decrease in cash and cash equivalents in the amount of $1.2 million, which is the net result of $62.2 million of cash provided by financing activities, offset by $63.3 million of cash used in operating activities and $0.1 million of cash used in investing activities. During the three months ended March 31, 2024, we experienced a net increase in cash and cash equivalents in the amount of $7.2 million, which is the net result of $88.6 million of cash provided by financing activities, offset by $81.4 million of cash used in operating activities and less than $0.1 million of cash used in investing activities.
As of March 31, 2025 and December 31, 2024, we had cash and cash equivalents of $8.4 million and $9.6 million, respectively, of which $3.3 million and $3.8 million, respectively, was held in the Goldman Sachs Financial Square Government Institutional Fund. Cash held in demand deposit accounts may exceed the Federal Deposit Insurance Corporation (“FDIC”) insured limit and therefore is subject to credit risk. 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.
As of March 31, 2025 and December 31, 2024, we had approximately $208.0 million and $487.0 million, respectively, of available borrowings under the KeyBank Credit Facility, subject to its terms and regulatory requirements. Cash and cash equivalents, taken together with available borrowings under the KeyBank Credit Facility, as of March 31, 2025, are expected to be sufficient for our investing activities and to conduct our operations in the near term and long term.
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Refer to “Note 5 – Borrowings” in the notes to our consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information, including a discussion of our borrowings.
In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to incur borrowings, issue debt securities or issue preferred stock, if immediately after the borrowing or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 150%. On September 27, 2019, the Board, including a “required majority” (as such term is defined in Section 57(o) of the 1940 Act) and our initial stockholder approved the application to us of the 150% minimum asset coverage ratio set forth in Section 61(a)(2) of the 1940 Act. As a result, we are permitted to potentially borrow $2 for investment purposes of every $1 of investor equity. As of March 31, 2025, our asset coverage ratio was approximately 186.1% and our asset coverage ratio per unit was approximately $1,861. As of December 31, 2024, our asset coverage ratio was approximately 192.7% and our asset coverage ratio per unit was approximately $1,927.
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 March 31, 2025, unfunded commitments were $3.0 million and $0.8 million for the JV and EPT 16, respectively. As of March 31, 2025, the Company also had unfunded commitments of approximately $49.7 million to four portfolio companies. As of December 31, 2024, unfunded commitments were $3.0 million for the JV and $0.8 million for EPT 16, respectively. As of December 31, 2024, the Company also had unfunded commitments of $31.2 million to two portfolio companies. The Company did not have any other off-balance sheet financings or liabilities as of March 31, 2025 or 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. A portion of these unfunded contractual commitments as of March 31, 2025 and December 31, 2024 are dependent upon the portfolio company reaching certain milestones before the debt commitment becomes available. Furthermore, the Company’s credit agreements with its portfolio companies generally contain customary lending provisions that allow the Company relief from funding obligations for previously made commitments in instances where the underlying portfolio company experiences materially adverse events that affect the financial condition or business outlook for the company. Since a portion of these commitments may expire without being drawn, unfunded contractual commitments do not necessarily represent future cash requirements. As such, the Company’s disclosure of unfunded contractual commitments includes only those which are available at the request of the portfolio company and unencumbered by milestones. The Company will fund future unfunded commitments from the same sources it uses to fund its investment commitments that are funded at the time they are made (which are typically through existing cash and cash equivalents and borrowings under the KeyBank Credit Facility).
A summary of our contractual payment obligations as of March 31, 2025, is as follows (in thousands):
Payments Due by Period
Less than 1
year
1 - 3 years
4 - 5 years
After 5 years
55,500
87,000
Operating Leases
2,029
2,131
Total Contractual Obligations
257,529
714,782
974,858
We intend to pay quarterly distributions to our stockholders out of assets legally available for distribution. 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.
Our common stock began trading on the Nasdaq Global Select Market (“Nasdaq”) on January 29, 2021 under the symbol “TRIN” in connection with our IPO, which closed on February 2, 2021. Prior to our IPO, the shares of our common stock were offered and sold in transactions exempt from registration under the Securities Act. As such, there was no public market for shares of our common stock during year ended December 31, 2020. Since our IPO, our common stock has traded at prices both above and below our net asset value per share.
The following table sets forth the net asset value per share of our common stock, the range of high and low closing sales prices of our common stock reported on Nasdaq, the closing sales price as a premium (discount) to net asset value and the dividends declared by us in each fiscal quarter since we began trading on Nasdaq. On May 5, 2025, the last reported closing sales price of our common stock on Nasdaq was $14.14 per share, which represented a premium of approximately 8.4% to our net asset value per share of $13.05 as of March 31, 2025. As of May 5, 2025, we had approximately 48 stockholders of record, which does not include stockholders for whom shares are held in nominee or “street” name.
Price Range
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
Second Quarter (through May 5, 2025)
*
15.52
13.53
First Quarter
16.56
14.26
9.3
Year Ending December 31, 2024
Fourth Quarter
14.87
13.11
(1.8
Third Quarter
13.13
14.74
13.57
Second Quarter
13.12
15.26
14.03
7.0
15.08
13.68
17.1
6.2
Year Ending December 31, 2023
15.40
13.33
16.7
1.0
13.17
15.29
13.75
16.1
(4)
13.15
13.91
11.36
(13.6
0.53
13.07
10.91
(16.5
Not determined at time of filing.
Shares of BDCs may trade at a market price that is less than the value of the net assets attributable to those shares. At times, our shares of common stock have traded at prices both above and below our net asset value per share. The possibility that our shares of common stock will trade at a discount from net asset value per share or at premiums that are unsustainable over the long term are separate and distinct from the risk that our net asset value per share will decrease. It is not possible to predict whether our common stock will trade at, above, or below net asset value per share.
Certain members of management as well as employees of the Company hold shares of the Company’s stock.
We have entered into indemnification agreements with our directors and executive officers. The indemnification agreements are intended to provide our directors and executive officers with the maximum indemnification permitted under Maryland law and the 1940 Act. Each indemnification agreement provides that we shall indemnify the director or executive officer who is a party to the agreement, or an “Indemnitee,” including the advancement of legal expenses, if, by reason of his or her corporate status, the Indemnitee is, or is threatened to be, made a party to or a witness in any threatened, pending, or completed proceeding, to the maximum extent permitted by Maryland law and the 1940 Act.
Refer to “Note 12 – Related Party Transactions” included in the notes to our consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information.Recent DevelopmentsEquity ATM Program
For the period from April 1, 2025 to May 5, 2025, we issued and sold 752,845 shares of its common stock at a weighted-average price of $14.15 per share and raised $10.5 million of net proceeds after deducting commissions to the sales agents on shares sold under the Equity ATM Program.
We are subject to financial market risks, including valuation risk and interest rate risk. Uncertainty with respect to the economic effects of the overall market conditions has introduced significant volatility in the financial markets, and the effect of the volatility could materially impact our market risks, including those listed below.
Our investments may not have readily available market quotations (as such term is defined in Rule 2a-5), and those investments which do not have readily available market quotations are valued at fair value as determined in good faith by our Board of Directors in accordance with our valuation policy. There is no single standard for determining fair value in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may fluctuate from period to period. Because of the inherent uncertainty of valuation, these estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and it is possible that the difference could be material.
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 sensitivity and risk refer to the change in earnings that may result from changes in the level of interest rates. 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. 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. 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 March 31, 2025, approximately 76.9% of our debt investments based on outstanding principal balance represented floating-rate investments based on U.S. Prime Rate (“Prime”) or SOFR, and approximately 23.1% of our debt investments based on outstanding principal balance represented fixed rate investments. 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.
Based on our Consolidated Statements of Operations as of March 31, 2025, 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
Net
Income
Expense
Income/(Loss)
Up 300 basis points
38,239
11,760
26,479
Up 200 basis points
25,493
7,840
17,653
Up 100 basis points
12,746
3,920
8,826
Down 100 basis points
(4,645
(3,920
(725
Down 200 basis points
(8,752
(7,840
(912
Down 300 basis points
(10,532
(11,760
1,228
Any investments we make that are denominated in a foreign currency will be subject to risks associated with changes in currency exchange 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 March 31, 2025, we had six foreign domiciled portfolio companies. 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 March 31, 2025 were subject to currency risk.
We do not currently engage in any hedging activities. 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. 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.
Evaluation of Disclosure Controls and Procedures
In accordance with Rules 13a-15(b) and 15d-15(b) under the Exchange Act, we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q and determined that our disclosure controls and procedures are effective as of the end of the period covered by this Quarterly Report on Form 10-Q.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II: OTHER INFORMATION
Item 1. Legal Proceedings
We are not currently subject to any material legal proceedings, nor, to our knowledge, are any material legal proceedings threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. Furthermore, third parties may seek to impose liability on us in connection with the activities of our portfolio companies. Our business is also subject to extensive regulation, which may result in regulatory proceedings against us. While the outcome of any future legal or regulatory proceedings cannot be predicted with certainty, we do not expect that any such future proceedings will have a material effect upon our financial condition or results of operations.
Item 1A. Risk Factors
Investing in our securities involves a number of significant risks. In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors discussed in “Item 1A. Risk Factors” of our Annual Report on Form 10-K filed with the SEC on February 26, 2025, all of which could materially affect our business, financial condition and/or results of operations. Although the risks described in our other SEC filings referenced above represent the principal risks associated with an investment in us, they are not the only risks we face. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, might materially and adversely affect our business, financial condition and/or results of operations.
During the three months ended March 31, 2025, there have been no material changes to the risk factors discussed in our SEC filings referenced above.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Dividend Reinvestment Plan
On April 15, 2025, pursuant to its amended and restated distribution reinvestment plan, the Company issued 21,072 shares of its common stock, at a price of $14.39 per share, to stockholders of record as of March 31, 2025 that did not opt out of the Company’s amended and restated distribution reinvestment plan in order to satisfy the reinvestment portion of the Company’s distribution. This issuance was not subject to the registration requirements of the Securities Act. See “Item 1. Consolidated Financial Statements – Note 7. Stockholder’s Equity – Distribution Reinvestment Plan” for more information.
None.
Not Applicable.
Rule 10b5-1 Trading Plans
During the fiscal quarter ended March 31, 2025, none of the Company's directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
The following exhibits are filed as part of this Quarterly Report on Form 10‑Q or hereby incorporated by reference to exhibits previously filed with the SEC:
ExhibitNumber
Description of Exhibits
Articles of Amendment and Restatement (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed June 30, 2023).
Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 10 filed on January 16, 2020).
Form of 7.875% Note due March 2029 (Debt ATM) (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on February 10, 2025).
Form of 7.875% Note due September 2029 (Debt ATM) (incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on February 10, 2025).
10.1
Open Market Sale Agreement, dated February 10, 2025, by and between Trinity Capital Inc. and B. Riley Securities, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 10, 2025).
10.2
Amended and Restated Employment Offer Letter, dated March 14, 2025, by and between the Company and Kyle Brown (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 20, 2025).
Amended and Restated Employment Offer Letter, dated March 14, 2025, by and between the Company and Steven L. Brown (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 20, 2025).
Amended and Restated Employment Offer Letter, dated March 14, 2025, by and between the Company and Gerald Harder (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on March 20, 2025).
Employment Offer Letter, dated March 14, 2025, by and between the Company and Michael Testa (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on March 20, 2025).
10.6*
Amended and Restated Employment Offer Letter, dated March 14, 2025, by and between the Company and Ronald Kundich.
10.7*
Employment Offer Letter, dated March 14, 2025, by and between the Company and Sarah Stanton.
10.8
Retention Agreement, dated March 14, 2025, by and between the Company and Kyle Brown (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on March 20, 2025).
Form of Non-Statutory Stock Option Award Agreement (Trinity Capital Inc. 2019 Long Term Incentive Plan) (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on March 20, 2025).
10.10
Form of Restricted Stock Agreement (incorporated by reference to Exhibit 4.5 to the Company's Registration Statement on Form S-8 filed September 13, 2024).
31.1*
Certification of Principal Executive Officer Pursuant to Rules 13a 14(a) and 15d 14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Principal Financial Officer Pursuant to Rules 13a 14(a) and 15d 14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
Inline XBRL Instance Document-the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
101.SCH
Inline XBRL Taxonomy Extension Schema Document with Embedded Linkbase Documents
Cover Page formatted as Inline XBRL and contained in Exhibit 101
* Filed herewith
** Furnished herewith
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: May 7, 2025
By:
/s/ Kyle Brown
Kyle Brown
Chief Executive Officer, President and Chief
Investment Officer
(Principal Executive Officer)
/s/ Michael Testa
Michael Testa
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)