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

FORM 8-K

CURRENT REPORT

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

TRINITY CAPITAL INC.

(Exact name of Registrant as Specified in Its Charter)

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

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

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

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

Emerging growth company ☐

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

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On July 14, 2026, acting pursuant to authorization from Trinity Capital Inc.’s (the “Company”) board of directors (the “Board”), the Company announced its intention to voluntarily withdraw the listing of its common stock, par value $0.001 per share (the “Common Stock”), its 7.875% Notes due 2029 (the “March 2029 Notes”), and its 7.875% Notes due 2029 (the “September 2029 Notes”, and together with the March 2029 Notes, the “Notes”) from the Nasdaq Global Select Market (“Nasdaq”) and transfer the listings to the New York Stock Exchange (the “NYSE”) and NYSE Texas. The Company expects the Common Stock and the Notes to be listed and begin trading on the NYSE and NYSE Texas under the ticker symbols “TRIN”, “TRNZ”, and “TRNI”, respectively, on or about July 27, 2026. Until that time, the Common Stock and the Notes will continue to trade on Nasdaq.

Item 7.01 Regulation FD Disclosure

On July 14, 2026, the Company issued the press release attached hereto as Exhibit 99.1 in connection with the transfer of the Common Stock and the Notes to the NYSE and NYSE Texas.

The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information provided herein shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

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