Material Agreement (Form 8-K)

Item 1.01 - Entry into a Material Definitive Agreement

On September 30, 2026, Trinity Capital Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") by and among the Company and Keefe, Bruyette & Woods, Inc. and MUFG Securities Americas Inc., as representatives of the several underwriters named in Schedule 1 thereto (collectively, the "Underwriters"), in connection with the issuance and sale of $350,000,000 aggregate principal amount of the Company's 7.500% Notes due 2032 (the "Notes").

The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides for customary indemnification by each of the Company and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.

On October 5, 2026, the Company and U.S. Bank Trust Company, National Association (the "Trustee"), entered into a ninth supplemental indenture (the "Ninth Supplemental Indenture") to the indenture, dated as of January 16, 2020, between the Company and the Trustee (the "Base Indenture"; and together with the Ninth Supplemental Indenture, the "Indenture"), relating to the issuance of the Notes.

The Notes will mature on January 15, 2032, and may be redeemed in whole or in part at the Company's option at any time prior to December 15, 2031 at par value plus a "make-whole" premium calculated in accordance with terms under the Indenture and at par on December 15, 2031 or thereafter. The Notes bear interest at a rate of 7.500% per year payable semi-annually on January 15 and July 15 of each year, commencing on January 15, 2027. The Notes are direct, general unsecured obligations of the Company that rank senior in right of payment to all of the Company's existing and future indebtedness or other obligations that are expressly subordinated in right of payment to the Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness or other obligations issued by the Company, rank effectively junior to any of the Company's secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness or other obligations (including trade payables) incurred by the Company's subsidiaries, financing vehicles or similar facilities.

The Indenture contains certain covenants, including covenants requiring the Company to comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Section 61(a) of the Investment Company Act of 1940, as amended, or any successor provisions, but giving effect, in either case, to any exemptive relief granted to the Company by the Securities and Exchange Commission, and to provide financial information to the holders of the Notes and the Trustee if the Company should no longer be subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the Indenture.

In addition, upon the occurrence of a "change of control repurchase event," as defined in the Indenture, the Company will generally be required to make an offer to purchase the Notes at a price equal to 100% of the principal amount of such Notes plus accrued and unpaid interest to, but not including, the date of purchase.

The Notes were offered and sold in an offering registered under the Securities Act of 1933, as amended, pursuant to the Registration Statement on Form N-2 (File No. 333-289495) previously filed with the Securities and Exchange Commission on August 11, 2025, as supplemented by a preliminary prospectus supplement dated September 30, 2026, a final prospectus supplement dated September 30, 2026, and the pricing term sheet dated September 30, 2026. The transaction closed on October 5, 2026. The net proceeds to the Company were approximately $342.61 million, after deducting the underwriting discounts and estimated offering expenses. The Company intends to use the net proceeds to repay outstanding secured indebtedness under its credit agreement with KeyBank, National Association.

The foregoing descriptions of the Underwriting Agreement, the Base Indenture, the Ninth Supplemental Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the Underwriting Agreement, the Base Indenture, the Ninth Supplemental Indenture and the form of global note representing the Notes, respectively, each filed as exhibits hereto and incorporated by reference herein.