0001786108 false 0001786108 2022-11-14 2022-11-14 0001786108 TRIN:CommonStockParValue0.001PerShareMember 2022-11-14 2022-11-14 0001786108 TRIN:Sec7NotesDue2027Member 2022-11-14 2022-11-14 iso4217:USD xbrli:shares iso4217:USD xbrli:shares














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


Date of Report (Date of earliest event reported): November 14, 2022





(Exact name of Registrant as Specified in Its Charter)




Maryland   001-39958   35-2670395
(State or Other Jurisdiction
of Incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)


1 N. 1st Street

3rd Floor

Phoenix, Arizona

(Address of Principal Executive Offices)   (Zip Code)


Registrant’s Telephone Number, Including Area Code: (480) 374-5350


Not Applicable

(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 (see General Instructions A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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% Notes Due 2027   TRINL   Nasdaq Global Select Market


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. 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 8.01 – Other Events


On November 14, 2022, Trinity Capital Inc. issued a press release announcing a stock repurchase program. This press release is included as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.


Item 9.01 – Financial Statements and Exhibits


(d) Exhibits:


Exhibit Number   Description
99.1    Press Release dated November 14, 2022.







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.


  Trinity Capital Inc.
November 14, 2022 By: /s/ Steven L. Brown
    Name: Steven L. Brown
    Title: Chief Executive Officer




Exhibit 99.1




Trinity Capital Inc. Adopts Stock Repurchase Program


PHOENIX, November 14, 2022 /PRNewswire/ – Trinity Capital Inc. (Nasdaq: TRIN, TRINL) ("Trinity" or the "Company"), a leading provider of diversified financial solutions to growth stage companies, today announced that its board of directors has authorized a program for the purpose of repurchasing up to $25.0 million worth of the Company's common stock. Under the repurchase program, Trinity may, but is not obligated to, repurchase its outstanding common stock in the open market from time to time, provided that Trinity complies with the prohibitions under its Rule 38a-1 Compliance Manual and Rule 17j-1 Code of Ethics and the guidelines specified in Rule 10b-18 of the Securities Exchange Act of 1934, as amended, including certain price, market, volume, and timing constraints. Unless amended or extended by Trinity's board of directors, the Company expects the repurchase program to be in place until the earlier of November 11, 2023, or until $25.0 million of Trinity's outstanding shares of common stock have been repurchased.


The Company's board of directors authorized the repurchase program because it believes sustained macroeconomic pressures, inflation concerns, and political uncertainty have caused 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 repurchases demonstrate 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 Investment Company Act of 1940, as amended. The Company has not yet been active in the repurchase program and there are no assurances that it will engage in repurchases, but if market conditions warrant, Trinity now has the ability to take advantage of situations where the Company's management believes share repurchases would be advantageous to the Company and to its shareholders.


Forward-Looking Statements


This press release may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included in this press release may constitute forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties, including the impact of the COVID-19 pandemic on the economy, financial markets, our business, our portfolio companies and our industry. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in filings with the Securities and Exchange Commission. Trinity undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this press release.


About Trinity Capital Inc.


Trinity Capital Inc. (Nasdaq: TRIN and TRINL), an internally managed business development company, is a leading provider of diversified financial solutions to growth-stage companies with institutional equity investors. Trinity Capital's investment objective is to generate current income and, to a lesser extent, capital appreciation through investments including term loans, equipment financings and equity-related investments. Trinity Capital believes it is one of only a select group of specialty lenders that has the depth of knowledge, experience and track record in lending to growth stage companies. For more information, please visit the Company's website at www.trinitycap.com.


Vibhor Garg
Managing Director, Marketing
Trinity Capital, Inc.