DEF 14A of Trinity Capital Inc., Apr 30, 2026

DEF 14A of Trinity Capital Inc.

Filed Apr 30, 2026 · FY20250001140361-26-017966

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTOR NOMINEES

    PROPOSAL 1: ELECTION OF DIRECTOR NOMINEES At the Annual Meeting, stockholders of the Company are being asked to consider the re-election of two directors of the Company, as described below. Pursuant to the Company’s bylaws, the number of directors on the Board may not be fewer than the minimum number required by the Maryland General Corporation Law or greater than eleven. The Board is currently classified as it is divided into three classes of directors serving staggered three-year terms in which directors are elected by stockholders each year. However, commencing as of the date of our 2027 Annual Meeting of Stockholders (the “2027 Annual Meeting”), the Board will cease to be classified and will be de-classified. As a result, the class of directors standing for election at the Annual Meeting will stand for election for one-year terms, the class of directors that stood for election at our 2025 Annual Meeting of Stockholders were re-elected for two-year terms, and the class of directors that stood for election at our 2024 Annual Meeting of Stockholders were re-elected for three-year terms, in each case expiring at the 2027 Annual Meeting. Commencing with the 2027 Annual Meeting, the directors elected at the 2027 Annual Meeting (and each meeting thereafter) will be elected for a term expiring at the next annual meeting of stockholders. In all cases, each director will hold office until his or her successor has been duly elected and qualified or until such director’s earlier death, retirement, resignation or removal. The Board currently consists of six directors who serve in the following classes:

  2. PROPOSAL 1: ELECTION OF DIRECTOR NOMINEES

    | • | Class 1 — Ronald E. Estes and Michael E. Zacharia (terms end at the Annual Meeting, and, if re-elected at the Annual Meeting, such subsequent terms will end at the 2027 Annual Meeting); |

  3. PROPOSAL 1: ELECTION OF DIRECTOR NOMINEES

    | • | Class 2 — Kyle Brown and Richard P. Hamada (terms end at the 2027 Annual Meeting); and |

  4. PROPOSAL 1: ELECTION OF DIRECTOR NOMINEES

    | • | Class 3 — Irma Lockridge and Steven L. Brown (terms end at the 2027 Annual Meeting). |

  5. PROPOSAL 1: ELECTION OF DIRECTOR NOMINEES

    Ronald E. Estes and Michael E. Zacharia have been nominated for re-election to the Board as Class 1 directors to serve a one-year term until the 2027 Annual Meeting and until their respective successors are duly elected and qualified. If any of Messrs. Estes and Zacharia are not re-elected by stockholders at the Annual Meeting, they will each remain a director until their respective successors are duly elected and qualified. Messrs. Estes and Zacharia each has agreed to serve as a director if re-elected and consented to being named as a nominee in this Proxy Statement. A stockholder can vote for, against or abstain from voting for any of the director nominees. In the absence of instructions to the contrary, it is the intention of the persons named as proxies to vote such proxy FOR the re-election of each director nominee named in this Proxy Statement. If a director nominee should decline or be unable to serve as a director, the persons named as proxies will vote for such other nominee as may be proposed by the Board or the Board’s Nominating and Corporate Governance Committee. Alternatively, our Board may leave a vacancy on our Board or reduce the size of our Board. The Board has no reason to believe that any person named as director nominee will be unable or unwilling to serve.

  6. Required Vote

    Required Vote The affirmative vote of a majority of the votes cast at the Annual Meeting in person (virtually) or by proxy is required to re-elect each director nominee to the Board. For this proposal, “abstain” votes and broker non-votes, if any, will count as Shares represented at the meeting for purpose of establishing a quorum but will have no effect on the outcome of the vote. There will be no cumulative voting with respect to this proposal.

  7. THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH DIRECTOR

    THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH DIRECTOR NOMINEE.

  8. Information about the Director Nominees and Other Directors

    Information about the Director Nominees and Other Directors Set forth below is information, as of April 13, 2026, regarding Messrs. Estes and Zacharia, who have been nominated by the Board for re-election as directors of the Company by stockholders at the Annual Meeting, as well as information about the Company’s other current incumbent directors whose terms of office will continue after the Annual Meeting. Neither Messrs. Estes nor Zacharia is being proposed for re-election pursuant to any agreement or understanding between any of Messrs. Estes and Zacharia, on the one hand, and the Company or any other person or entity, on the other hand. The information below includes specific information about each director’s experience, qualifications, attributes or skills that led the Board to the conclusion that the individuals are qualified to serve on the Board, in light of the Company’s business and structure. There were no legal proceedings of the type described in Items 401(f)(7) and (8) of Regulation S-K in the past 10 years against any of our directors, director nominee or officers, and none are currently pending. Additionally, Steven L. Brown, the Executive Chairman of the Company, is the father of Kyle Brown, a fellow director of the Company and its Chief Executive Officer, President and Chief Investment Officer.

  9. Nominees for Class 1 Directors — Term Expiring 2027

    Nominees for Class 1 Directors — Term Expiring 2027

  10. Nominees for Class 1 Directors — Term Expiring 2027

    | Name, Address, and Age(1) | Position(s) held with the Company | Principal Occupation(s) During the Past 5 Years | Term of Office and Length of Time Served(2) | Other Directorships Held by Director or Nominee for Director | | | | Independent Directors | | | | Ronald E. Estes, 69 | Director | President, CEO and CFO, LifeStream Complete Senior Living, Inc. | Class 1 Director since 2019; Term expires in 2026 | — | | Michael E. Zacharia, 74 | Director | Executive Coach and Consultant; Adjunct Professor of Law, Pepperdine University School of Law; Advisory Board Member, Center for Advanced Coaching | Class 1 Director since 2020; Term expires in 2026 | — |

  11. Nominees for Class 1 Directors — Term Expiring 2027

    | (1) The address for each director is c/o Trinity Capital Inc., 1 N. 1st Street, Suite 302, Phoenix, Arizona 85004. |

  12. Nominees for Class 1 Directors — Term Expiring 2027

    | (2) Directors are currently serving three-year terms expiring at the Annual Meeting and are nominated for one year terms expiring 2027, each until their successors are duly elected and qualified. |

  13. Nominees for Class 1 Directors — Term Expiring 2027

    Ronald E. Estes has served as a member of the Board since September 2019. In 2022, Mr. Estes retired from his position as President and Chief Executive Officer of LifeStream Complete Senior Living, Inc., a non-profit provider of senior living communities, having served in that role since 2016 and as the company’s Chief Financial Officer since January 2013. In such capacities, Mr. Estes was responsible for all matters related to the mission, organization and financial oversight of LifeStream Complete Senior Living, Inc. Prior to that, Mr. Estes served as a tax director at McGladrey LLP (now RSM US LLP), an audit, tax and consulting services firm, from 2011 to 2012. Mr. Estes also previously served as the Chief Financial Officer of The Ryerson Company, a developer and operator of senior living communities, from 2003 to 2010. Mr. Estes is a certified public accountant with 15 years of public accounting experience. The Company believes Mr. Estes’ extensive management, leadership and accounting experience bring important and valuable skills to the Board and qualify him to serve as a member of the Board. Michael E. Zacharia has served as a member of the Board since December 2020. Mr. Zacharia has been an executive coach and consultant to Fortune 150 companies, privately held companies, non-profit organizations, and higher education institutions since 2008 and has served on the advisory board for the Center for Advanced Coaching since 2009. In addition, he has taught Cross-Cultural Negotiations and Dispute Resolution as an Adjunct Professor of Law at the Straus Institute for Dispute Resolution at the Pepperdine University School of Law since 2009 and was the Co-Director of the Pacis Project on Faith Based Diplomacy, a joint venture between Pepperdine University and the International Center for Religion and Diplomacy in Washington D.C., from 2008 to 2012. Previously, Mr. Zacharia served on the board of directors of Martha Stewart Living Omnimedia, Inc., a diversified media and merchandising company, during 2013 and served as the Executive Vice President for Business Development, the General Counsel and the Secretary of DFS Group Limited, a travel retail company, from 1996 to 2007. Prior to joining DFS Group Limited, Mr. Zacharia was a partner at the law firm of Wiley Rein LLP from 1989 to 1995. He also previously served as the Assistant Secretary of Commerce for Export Administration, the Deputy Assistant Secretary of State for International Trade Controls, and Special Counsel to the Undersecretary for International Trade in the Commerce Department. In addition, Mr. Zacharia was previously selected as a White House Fellow and served as Special Assistant in the office of the U.S. Secretary of State. The Company believes Mr. Zacharia’s extensive management, leadership and executive coaching and consulting experience bring important and valuable skills to the Board and qualify him to serve as a member of the Board.

  14. Incumbent Class 2 Directors — Term Expiring 2027

    Incumbent Class 2 Directors — Term Expiring 2027

  15. Incumbent Class 2 Directors — Term Expiring 2027

    | Name, Address, and Age(1) | Position(s) held with the Company | Principal Occupation(s) During the Past 5 Years | Term of Office and Length of Time Served(3) | Other Directorships Held by Director or Nominee for Director | | | | Interested Director(2) | | | | Kyle Brown, 42 | Director, Chief Executive Officer, President, and Chief Investment Officer | Managing Partner, Trinity Capital Investments (predecessor to the Company) | Class 2 Director since 2019; Term expires in 2027 | Eagle Point Trinity Senior Secured Lending Company (“EPT”) | | | | Independent Director | | | | Richard P. Hamada, 68 | Director | Retired | Class 2 Director since 2021; Term expires in 2027 | Keysight Technologies, Inc. (KEYS) |

  16. Incumbent Class 2 Directors — Term Expiring 2027

    | (1) The address for each director is c/o Trinity Capital Inc., 1 N. 1st Street, Suite 302, Phoenix, Arizona 85004. |

  17. Incumbent Class 2 Directors — Term Expiring 2027

    | (2) “Interested person” of the Company as defined in Section 2(a)(19) of the 1940 Act. Mr. K. Brown is an “interested person” because of his affiliation with the Company. |

  18. Incumbent Class 2 Directors — Term Expiring 2027

    | (3) Directors are serving for three-year terms and until their successors are duly elected and qualified. |

  19. Incumbent Class 2 Directors — Term Expiring 2027

    Kyle Brown has served as the Company’s Chief Executive Officer since January 2024, the Company’s President and Chief Investment Officer since August 2019 and as a member of the Board since September 2019. Mr. K. Brown is also a member of the Company’s Investment Committee (the “Investment Committee”). He has served as the Co-Chief Executive Officer and as a member of the board of trustees of EPT since March 2025. Prior to joining the Company, Mr. K. Brown was a Managing Partner at Trinity Capital Investments (“Trinity”), a leading provider of venture loans and equipment financing to growth stage companies, and a member of its investment committees since 2015. In such capacity, Mr. K. Brown was responsible for managing the investment activities at Trinity in order to achieve the firm’s deployment goals and managed relationships with potential customers as well as with strategic partners, including venture capital firms and technology bank lenders. Prior to joining Trinity, Mr. K. Brown was the Founder and Chief Executive Officer of Brown Equity, LLC, a real estate financial investment firm, from 2006 to 2015. He also co-founded and managed Sharp Equity Homes, LLC, a full-service, web-based multiple listing service for trustee sale auctions in Arizona and California, from 2007 to 2012. Prior to that, Mr. K. Brown founded or co-founded three additional startups over the course of his career. The Company believes that Mr. K. Brown’s extensive investing, leadership, entrepreneurial experience and investment management process experience bring important and valuable skills to the Board and qualify him to serve as a member of the Board. Richard P. Hamada has served as a member of the Board since December 2021. Mr. Hamada previously served as Chief Executive Officer of Avnet, a global technology distributor, from July 2011 to July 2016 and previously held several senior leadership roles at the company, including President and Chief Operating Officer. Since 2014 he has served on the board of directors of Keysight Technologies, where he is a member of the Compensation and Human Capital Committee and the Nominating and Corporate Governance Committee. Mr. Hamada brings extensive experience in global operations, corporate governance, capital allocation, and technology ecosystems, with particular expertise in strategy, leadership development, and long-term value creation. Earlier in his career, he served on the boards of Avnet, the Global Technology Distribution Council and as a member of the Board of Trustees of National University. He currently serves on the board of the National University Foundation. The Company believes Mr. Hamada’s numerous management positions and director experience provide him with extensive sales, marketing and management knowledge, all of which make him well qualified to serve on the Board.

  20. Incumbent Class 3 Directors — Term Expiring 2027

    Incumbent Class 3 Directors — Term Expiring 2027

  21. Incumbent Class 3 Directors — Term Expiring 2027

    | Name, Address, and Age(1) | Position(s) held with the Company | Principal Occupation(s) During the Past 5 Years | Term of Office and Length of Time Served(3) | Other Directorships Held by Director or Nominee for Director | | | | Independent Director | | | | Irma Lockridge, 53 | Director | Chief People and Systems Officer, CoorsTek, Inc. | Class 3 Director since 2021; Term expires in 2027 | — | | | | Interested Director(2) | | | | Steven L. Brown, 64 | Executive Chairman | Managing Partner, Trinity Capital Investments (predecessor to the Company) | Class 3 Director since 2019; Term expires in 2027 | — |

  22. Incumbent Class 3 Directors — Term Expiring 2027

    | (1) The address for each director is c/o Trinity Capital Inc., 1 N. 1st Street, Suite 302, Phoenix, Arizona 85004. |

  23. Incumbent Class 3 Directors — Term Expiring 2027

    | (2) “Interested person” of the Company as defined in Section 2(a)(19) of the 1940 Act. Mr. S. Brown is an “interested person” because of his affiliation with the Company. |

  24. Incumbent Class 3 Directors — Term Expiring 2027

    | (3) Directors are serving for two-year terms and until their successors are duly elected and qualified. |

  25. Incumbent Class 3 Directors — Term Expiring 2027

    Irma Lockridge has served as a member of the Board since December 2021. Since April 2026, Ms. Lockridge has served as Chief People Officer of Laborie Medical Technologies (part of Patricia Industries), where her responsibilities include helping Laborie achieve its growth goals through people and cultural organizational strategies. Prior to her role at Laborie and Patricia Industries, from 2016 to 2026 Ms. Lockridge served as the Chief People and Systems Officer for CoorsTek, Inc., a technical ceramics manufacturer. Prior to joining CoorsTek, Ms. Lockridge served as the senior vice president of human resources of several companies, including Newell-Rubbermaid, Western Union, TeleTech Holdings, Inc., and Liberty Mutual/Colorado Casualty Insurance. Ms. Lockridge currently serves on the boards of Northwest Pipe Company, where she serves on the Compensation and Nominating & Corporate Governance Committees and the American Cancer Society. The Company believes Ms. Lockridge’s numerous management positions and broad experiences in Human Resources provide her with skills and valuable insight in talent acquisition, talent management, and strategic business partnering, all of which make her well qualified to serve on the Board. Steven L. Brown, the Company’s founder, has served as Executive Chairman of the Company since January 2024 and Chairman of the Board since August 2019. Mr. S. Brown previously served as the Company’s Chief Executive Officer from August 2019 to January 2024. Mr. S. Brown is also a member of the Investment Committee. Prior to founding the Company, Mr. S. Brown founded Trinity in January 2008 and was a Managing Partner at Trinity, a leading provider of venture loans and equipment financing to growth stage companies, since January 2008. Mr. S. Brown has 25 years of experience in venture equity and venture debt and working with growth stage companies. Prior to founding Trinity, Mr. S. Brown served as general partner at Point Financial Capital Partners, a venture leasing fund, from 2003 to 2008 and was the President and Chief Financial Officer of InvestLinc Financial Services, an early-stage private equity fund and consulting firm, from 1998 to 2002. He was also part of the founding group of Cornerstone Equity Partners, a private equity fund, and served as a partner from 1996 to 1998. Mr. S. Brown serves on the Board of Directors for invisionAZ, which has a mission of accelerating the growth of Arizona’s vibrant tech ecosystem. He also serves on the Investment Committee for invisionAZ’s Arizona-based Venture Fund. Mr. S. Brown also serves on the board of Valley Christian Schools. The Company believes that Mr. S. Brown’s history with the legacy funds, including 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., familiarity with the Company’s investment platform and extensive venture capital lending, equipment financing and management experience bring important and valuable skills to the Board and qualify him to serve as Chairman of the Board.

  26. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  27. Director Summary Compensation Table

    | Name | Fees Earned or Paid in Cash | Stock Awards(1) | Option Awards | All Other Compensation | Total | | Steven L. Brown(2) | — | $401,338 | — | 1,158,423(3) | $1,559,761 | | Current Independent Directors | | | | | | | Ronald E. Estes | $160,000 | $49,992 | — | — | $209,992 | | Michael E. Zacharia | $135,000 | $49,992 | — | — | $184,992 | | Irma Lockridge | $130,000 | $49,992 | — | — | $179,992 | | Richard P. Hamada | $120,000 | $49,992 | — | — | $169,992 |

  28. Director Summary Compensation Table

    | (2) Mr. S. Brown is Executive Chairman of the Company, and thus, is not eligible for compensation under our Independent Director compensation program. The amounts reported in this table represent the compensation he received from the Company for his role as an executive officer and excludes any dividends received in respect of his ownership of the Company’s common stock (including unvested shares of restricted stock awards). |

  29. Compensation Highlights

    | ○ | We currently do not have exemptive relief to grant certain equity-based long-term incentives such as performance-based restricted stock or stock units. |

  30. Compensation Highlights

    | ○ | Cash bonuses determined discretionarily by the Compensation Committee with reference to an established set of criteria. |

  31. Compensation Highlights

    | ○ | Restricted stock awards that vest over a four-year period. The following charts illustrate the weighting of each such component in the 2025 target compensation opportunities for our NEOs: |

  32. Compensation Highlights

    | • | 2025 Incentive Compensation Payouts – after holistically reviewing 2025 performance, the Compensation Committee approved the following incentive compensation payouts for our NEOs: |

  33. Compensation Highlights

    | ○ | Bonuses: 110% of target. |

  34. Compensation Highlights

    | ○ | Restricted stock (granted in March 2026): 100% of target. |

  35. Compensation Highlights

    | • | Performance-Based Stock Option Awards – to further align NEO compensation with long-term stockholder returns and stock price growth, we granted our NEOs special one-time awards of stock options in 2025 that only vest if our stock price appreciates 50% or more within a fixed period. |

  36. Compensation Peer Group

    Compensation Peer Group To determine the competitiveness of executive compensation levels, the Compensation Committee analyzes a peer group of internally managed BDCs and other relevant investment and financial services companies. When selecting peers, the Compensation Committee considers similarity to Trinity in characteristics such as size (e.g., market cap, revenue), industry, business model, cost structure, and competition for talent or investor capital. The compensation peer group analyzed in connection with 2025 compensation determinations is set forth below.

  37. Compensation Peer Group

    | Capital Southwest Corporation | Ladder Capital Corp | Perella Weinberg Partners | | Dynex Capital, Inc. | Main Street Capital Corporation | Redwood Trust, Inc. | | Granite Point Mortgage Trust Inc. | Medallion Financial Corp. | WisdomTree, Inc. | | Hercules Capital, Inc. | MFA Financial, Inc. | |

  38. Compensation Peer Group

    In June 2025, after consultation with its independent compensation consultant, FW Cook, the Compensation Committee approved certain changes to the compensation peer group. These changes were made to (i) increase the number of companies in the group, and (ii) improve comparability to Trinity in terms of size and business content.

  39. Compensation Peer Group

    | Removals | Additions | | Granite Point Mortgage Trust Inc. | BrightSpire Capital, Inc. | | Medallion Financial Corp. | Chimera Investment Corporation | | Perella Weinberg Partners | DigitalBridge Group, Inc. | | | LXP Industrial Trust | | | Peakstone Realty Trust | | | Ridgepost Capital, Inc (f.k.a. P10, Inc.) | | | Two Harbors Investment Corp. |

  40. Base Salary

    | • | Competitive market data for comparable executive roles. |

  41. Annual Bonuses

    Annual Bonuses Annual cash bonuses are intended to reward individual and company performance during the calendar year and can therefore be highly variable from year to year. Target bonus opportunities are established by the Compensation Committee at the start of each year. For 2025, the Compensation Committee approved adjustments to target bonus opportunities for our NEOs based on various factors including Company and individual performance, competitive market data, and a desire to focus compensation increases primarily in at-risk pay as opposed to fixed salaries.

  42. Annual Bonuses

    | | | 2024 Target Bonus | | | 2025 Target Bonus | | | | 2024 Salary | % of Salary | $ Value | 2025 Salary | % of Salary | $ Value | | Kyle Brown | $750,000 | 220% | $1,650,000 | $750,000 | 280% | $2,100,000 | | Michael Testa | $450,000 | 100% | $450,000 | $500,000 | 150% | $750,000 | | Gerry Harder | $650,000 | 100% | $650,000 | $650,000 | 185% | $1,200,000 | | Sarah Stanton | $510,000 | 100% | $510,000 | $510,000 | 147% | $750,000 | | Ron Kundich | $525,000 | 100% | $525,000 | $525,000 | 120% | $630,000 |

  43. Annual Bonuses

    In deciding actual payouts, the Compensation Committee considers certain established factors but ultimately makes determinations discretionarily, in compliance with the 1940 Act. Our Compensation Committee established certain metrics to consider when determining the NEO cash bonuses for 2025 performance, which were paid in 2026, including but not limited to:

  44. Annual Bonuses

    | • | Net investment income. |

  45. Annual Bonuses

    | • | Return on average equity. |

  46. Annual Bonuses

    | • | Dividend yield. |

  47. Annual Bonuses

    | • | Net asset value growth. |

  48. Annual Bonuses

    | • | Assets under management growth. |

  49. Annual Bonuses

    Our Compensation Committee also considered (i) capitalization-related factors such as capital raised, investment grade ratings, and leverage, and (ii) other growth metrics and strategic achievements. In evaluating the performance of our NEOs to determine their 2025 cash bonus amounts, the Compensation Committee considered our performance (particularly with respect to the metrics enumerated above) compared to our Board-approved annual operating plan and to the performance of other BDCs. The Compensation Committee also evaluated the performance and contributions of each NEO, with input from our Chief Executive Officer. Based on the foregoing considerations and analysis, and after due deliberation, the Compensation Committee awarded the NEOs cash bonuses for performance in 2025 (paid in the first quarter of 2026) at 110% of target.

  50. Annual Bonuses

    | | 2025 Target Bonus | Payout % of Target | 2025 Actual Bonus | | Kyle Brown | $2,100,000 | 110% | $2,310,000 | | Michael Testa | $750,000 | | $825,000 | | Gerry Harder | $1,200,000 | | $1,320,000 | | Sarah Stanton | $750,000 | | $825,000 | | Ron Kundich | $630,000 | | $693,000 |

  51. Long-Term Incentive Awards

    Long-Term Incentive Awards The Company grants certain Long-Term Incentive (“LTI”) awards to our NEOs in the interest of attracting and retaining key employees, motivating our employees to achieve long-range performance goals, and aligning their interests with the long-term interests of our stockholders. Generally, BDCs such as us may not grant shares of their stock for services without an exemptive order from the SEC. On May 27, 2021, we received such exemptive relief from the SEC, thus allowing us — via the Compensation Committee, subject to the discretion of the Board — to grant awards of restricted stock, incentive stock options and non-statutory stock options to certain of the Company’s executive officers, employee directors and other employees under the 2019 Long-Term Incentive Plan, subject to the terms and conditions of the SEC Exemptive Order and such equity incentive plan. The Company establishes a target LTI opportunity for each NEO at the beginning of the year and has generally determined and granted actual awards in March of the following year based on actual performance during the year. The percentage of the target award granted is determined discretionarily by the Compensation Committee. The awards are granted in the form of time-based restricted stock awards (“RSAs”) that vest over four years. For 2025, the Compensation Committee approved adjustments to target LTI opportunities for our NEOs based on various factors including Company and individual performance, competitive market data, and a desire to focus compensation increases primarily in at-risk pay as opposed to fixed salaries. For 2025 (and 2024), the Compensation Committee approved actual LTI awards at 100% of target based on a holistic review of performance. Under our typical grant timing, our LTI awards are reportable in the Summary Compensation Table (SCT) for the year after the performance year for which we considered them earned (e.g., 2025 LTI awards are reportable as 2026 SCT compensation). However, as previewed in the following table and described further under the “2024 Annual LTI Awards” section, due to a one-time change in grant timing, our 2024 LTI awards were generally SCT-reportable for 2024, resulting in two annual awards being SCT-reportable for 2024 and none for 2025.

  52. Long-Term Incentive Awards

    | | 2024 Target & Actual LTI | 2025 Target & Actual LTI | | Kyle Brown | $3,000,000 | $3,700,000 | | Michael Testa | $600,000 | $750,000 | | Gerry Harder | $880,000 | $1,500,000 | | Sarah Stanton | $680,000 | $800,000 | | Ron Kundich | $600,000 | $650,000 |

  53. Long-Term Incentive Awards

    | SCT Reporting Timing | One-time change to our normal timing: • RSAs: 2024 ($1.41M of CEO’s award, all awards for other NEOs) • Restricted Cash: 2026-27 (one-time part of CEO’s award – $1.59M in RSA-equivalent value, translated to $1.88M to include estimated forgone dividends during vesting) | Resumed our normal timing: • RSAs: 2026 (all awards) |

  54. Long-Term Incentive Awards

    The chart below visually illustrates our retrospective grant framework and how it maps to SCT reporting, using 2022-2025 LTI awards.

  55. Long-Term Incentive Awards

    | * 2024 grants made in Dec. 2024 except for CEO restricted cash granted in 2025 and reportable in SCT upon vesting during 2026-27 |

  56. 2025 Annual LTI Awards (Granted in 2026)

    2025 Annual LTI Awards (Granted in 2026) Consistent with our typical practice, 2025 LTI awards were granted in March 2026 in the form of RSAs with four-year vesting (25% after one year, then quarterly for the next three years). The number of RSAs granted is determined by dividing the intended grant value by the closing stock price on the date of grant. Because these grants occurred in 2026, they are not included in the SCT for 2025, in accordance with SEC rules. They will be reported as 2026 compensation in the SCT in our 2027 proxy statement.

  57. 2024 Annual LTI Awards (Granted in Late 2024 and Early 2025)

    2024 Annual LTI Awards (Granted in Late 2024 and Early 2025) This discussion is included to provide context for the timing and size of amounts reported in the SCT later in this proxy statement.

  58. 2024 Annual LTI Awards (Granted in Late 2024 and Early 2025)

    | • | One-time stock option awards – toward the end of 2024, to further align NEO interests with long-term stockholder returns, the Compensation Committee contemplated providing our NEOs with a one-time award of performance-based stock options, described in greater detail in the next section entitled “2025 One-Time Performance-Based Stock Options.” |

  59. 2024 Annual LTI Awards (Granted in Late 2024 and Early 2025)

    | • | Annual award “pulled forward” to comply with stock plan limits – our 2024 annual LTI awards, if following our typical practice, would have been granted in March 2025. However, to operate within the limits imposed by our 2019 Long-Term Incentive Plan on the number of shares that can be granted to an individual in a given year, the Compensation Committee determined to grant the one-time performance-based options in 2025 and to pull forward to December 2024 our NEOs’ 2024 LTI awards that would have otherwise been granted in 2025. |

  60. 2024 Annual LTI Awards (Granted in Late 2024 and Early 2025)

    | ○ | As a result, our NEOs received their full 2024 annual LTI awards in December 2024 in the form of RSAs, except for Mr. K. Brown, who received a portion of such award in December 2024 in the form of RSAs and the remainder in March 2025 in the form of restricted cash, due to the Compensation Committee’s desire to include him in the 2025 option award while staying within the individual annual share limits in our stock plan. |

  61. 2024 Annual LTI Awards (Granted in Late 2024 and Early 2025)

    | • | Normal vesting schedule maintained – despite the different grant timing and, for Mr. K. Brown, mix of award vehicles, the 2024 annual LTI awards were designed to have a similar vesting schedule as if they had been granted in March 2025 (i.e., the first tranche vests on March 15, 2026, and the remainder vests in quarterly installments over the next three years). |

  62. 2024 Annual LTI Awards (Granted in Late 2024 and Early 2025)

    | ○ | For Mr. K. Brown only, vesting was stratified between the restricted cash and RSAs such that the restricted cash vests during years one and two after grant and the RSAs vest during years three and four. |

  63. 2024 Annual LTI Awards (Granted in Late 2024 and Early 2025)

    | • | SCT includes two RSA awards in 2024 and none in 2025 – because SCT reporting for equity awards is based on the year of grant, the 2024 SCT value includes both the 2023 RSAs (granted in March 2024) and the 2024 RSAs (granted in December 2024). The 2025 SCT value includes no RSA awards because the 2025 RSA awards were granted in March 2026, resuming our typical practice. |

  64. 2025 One-Time Performance-Based Stock Options

    2025 One-Time Performance-Based Stock Options Toward the end of 2024, to further align our NEOs’ overall compensation with long-range performance goals, long-term growth and the long-term interests of our stockholders, the Compensation Committee contemplated providing our NEOs with a performance-leveraged equity incentive. After considering the equity vehicles available through Trinity’s existing exemptive relief under the 1940 Act (which does not include performance-based full-value awards such as performance share units), the Compensation Committee determined to grant a one-time award of performance-based stock options to our NEOs to motivate and reward significant growth in the Company’s stock price. Our NEOs’ ability to realize any compensation from these awards is predicated on achievement of significant stock price growth, resulting in strong alignment with stockholder interests.

  65. 2025 One-Time Performance-Based Stock Options

    | • | Dual vesting requirements – stock options cannot be exercised until both market- and time-based vesting conditions have been met: |

  66. 2025 One-Time Performance-Based Stock Options

    | ○ | Growth hurdle of +50% – our stock price must grow 50% within four years of the date of grant for the stock options to become exercisable (“market condition”). |

  67. 2025 One-Time Performance-Based Stock Options

    | • | Specifically, the market condition will be satisfied upon achievement of a 90-calendar-day volume-weighted average stock price of at least $23.75, which is 50% higher than the grant date closing stock price of $15.83. |

  68. 2025 One-Time Performance-Based Stock Options

    | • | If the market condition is not met within four years of grant, all stock options are forfeited. |

  69. 2025 One-Time Performance-Based Stock Options

    | ○ | Four-year time-vesting – in addition to the market condition, the stock options time-vest over four years (25% on the first anniversary of grant and quarterly thereafter). Stock options cannot be exercised prior to their time-vesting date, even if the market condition has been satisfied. |

  70. 2025 One-Time Performance-Based Stock Options

    | • | No participation in dividends – dividends are not paid or accrued while stock options are unexercised, and the exercise price is not adjusted for dividend payments. Therefore, NEOs cannot realize any value from the awards unless Trinity delivers significant stock price growth on top of its high dividend yield. |

  71. Equity Grant Policy

    Equity Grant Policy The Company does not grant equity awards in anticipation of the release of material non-public information (“MNPI”), and the Company does not time the release of MNPI based on equity award grant dates or for the purpose of affecting the value of executive compensation. In addition, we do not take MNPI into account when determining the timing and terms of such awards. Although we do not have a formal policy with respect to the timing of our equity award grants, the Compensation Committee has historically granted such awards on a predetermined annual schedule, with annual equity grants generally made to our employees on March 15th of a given year or the closest trading day before such date. The following table presents information regarding stock options issued to our NEOs in 2025 during any period beginning four business days before the filing or furnishing of a periodic report or current report disclosing MNPI and ending one business day after the filing or furnishing of such report with the SEC.

  72. Equity Grant Policy

    | Executive | Grant Date | Number of securities underlying the award | Exercise Price of the award ($/share) | Grant date fair value of award | Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material non-public information and the trading day beginning immediately following the disclosure of material non-public information(1) | | Kyle Brown | 3/14/2025 | 300,000 | $15.83 | $346,125 | 1.1% | | Michael Testa | 3/14/2025 | 300,000 | $15.83 | $346,125 | 1.1% | | Gerry Harder | 3/14/2025 | 300,000 | $15.83 | $346,125 | 1.1% | | Sarah Stanton | 3/14/2025 | 300,000 | $15.83 | $346,125 | 1.1% | | Ron Kundich | 3/14/2025 | 300,000 | $15.83 | $346,125 | 1.1% |

  73. Equity Grant Policy

    | (1) On March 20, 2025, the Company filed a Form 8-K disclosing three items: (1) amended and restated employment letters to three executive officers and a new employment letter to our CFO, (2) our CEO’s retention bonus agreement, and (3) stock option grants to our executive officers (which are identified in the table). This percentage is calculated using the closing price of a share of the Company’s common stock on March 19, 2025 and March 21, 2025 of $15.96 and $16.14, respectively. |

  74. Severance and CIC Agreements

    Severance and CIC Agreements Under amended and restated employment letters with our NEOs (“A&R NEO Agreements”), upon a termination by the Company of an NEO’s employment without “Cause” or upon a resignation by the NEO with “Good Reason” (each as defined in the A&R NEO Agreements), in addition to certain vested rights the NEO may have under any of the Company’s employee benefit plans and payment to the NEO for any accrued but unused vacation days, the NEO is entitled to certain additional payments and benefits as outlined below. The payments and benefits depend on whether such termination occurs in connection with a “Covered Transaction” as defined in the 2019 Long-Term Incentive Plan. These payments and benefits are also conditioned on the NEO’s execution and non-revocation of a general release of claims in favor of the Company and the NEO’s continued compliance with certain post-employment restrictive covenants.

  75. Severance and CIC Agreements

    | | Unrelated to a Covered Transaction | | Within 24 Months After a Covered Transaction | | | Payment or Benefit | CEO | Other NEOs | CEO | Other NEOs | | Salary Severance | 2x salary (paid monthly) | 1x salary (paid monthly) | 3x salary (lump sum) | 2x salary (lump sum) | | Prior Year Bonus | Any earned but unpaid bonus for year ending on or before termination date | | | | | Additional Bonus- Based Payment | Current-year bonus based on actual performance and paid in normal course, pro-rated based on service | | 2x average of last 3 bonuses | 1x average of last 3 bonuses | | Acceleration of Time- Vesting Equity | Acceleration of unvested awards that would have vested within 2 years of termination date | | Acceleration of all unvested awards | | | Health Benefits Continuation | 2 years (paid monthly) | 1 year (paid monthly) | 3 years (lump sum) | 2 years (lump sum) |

  76. Severance and CIC Agreements

    Under the A&R NEO Agreements, in the event that an NEO’s employment is terminated due to death or disability, in addition to certain vested rights the NEO may have under any of the Company’s employee benefit plans and payment to the NEO (or the NEO’s estate) for any accrued but unused vacation days, the NEO (or the NEO’s estate) will be paid (i) any earned but unpaid bonus with respect to the calendar year ending on or preceding the date of termination and (ii) a pro rata portion of the NEO’s annual bonus for the then-current calendar year, based on the Company’s actual performance and payable at the same time bonuses for such year are paid to other senior executives of the Company. The A&R NEO Agreements also include certain confidentiality, non-competition and non-solicitation provisions and certain other restrictive covenants. The rationale behind providing severance packages under certain circumstances described above is to attract and retain talented executives and assure them that they will not be financially disadvantaged if they relocate and/or leave another job to join us, but are not retained following a transaction and to ensure that our business is operated and governed for our stockholders by a management team, and under the direction of a board of directors, who are not financially motivated to frustrate the consummation of such a transaction. For more discussion regarding executive compensation in the event of a termination or change in control, please see the table entitled “2025 Potential Payments Upon Termination of Employment Table.”

  77. “Golden Parachute” Payments

    “Golden Parachute” Payments Sections 280G and 4999 of the Internal Revenue Code provide that certain executive officers and other service providers who are highly compensated or hold significant equity interests may be subject to an excise tax if they receive payments or benefits in connection with a change in control of the Company that exceed certain prescribed limits, and that we, or a successor, may forfeit a deduction on the amounts subject to this additional tax. We do not provide any tax gross-ups to cover excise taxes under Section 4999 in connection with a change in control.

  78. Summary Compensation Table

    Summary Compensation Table The following table shows the compensation paid or accrued to our NEOs during the fiscal years ended December 31, 2025, December 31, 2024 and December 31, 2023.

  79. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(2)(3)(4) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($)(4)(5) | Total ($) | | Kyle Brown Chief Executive Officer, President and Chief Investment Officer, and Director | 2025 | 750,000 | 2,310,000 | — | 346,125 | 92,095 | 3,498,220 | | | 2024 | 733,333 | 1,815,000 | 4,410,811 | — | 13,800 | 6,972,944 | | | 2023 | 650,000 | 1,343,400 | 2,673,982 | | 13,200 | 4,680,582 | | Michael Testa Chief Financial Officer and Treasurer(1) | 2025 | 491,667 | 825,000 | — | 346,125 | 32,987 | 1,695,779 | | Gerald Harder Chief Operating Officer | 2025 | 650,000 | 1,320,000 | — | 346,125 | 45,215 | 2,361,340 | | | 2024 | 625,000 | 715,000 | 1,759,998 | — | 13,800 | 3,113,798 | | | 2023 | 500,000 | 792,800 | 742,769 | — | 13,200 | 2,048,769 | | Sarah Stanton General Counsel, Chief Compliance Officer and Secretary(1) | 2025 | 497,500 | 825,000 | — | 346,125 | 36,014 | 1,704,639 | | Ron Kundich Chief Credit Officer(1) | 2025 | 525,000 | 693,000 | — | 346,125 | 30,842 | 1,594,967 |

  80. Summary Compensation Table

    | (1) Messrs. Testa and Kundich and Ms. Stanton were not NEOs prior to 2025. |

  81. Summary Compensation Table

    | (2) Includes discretionary annual cash bonuses earned by the NEOs in the fiscal years ended December 31, 2025, December 31, 2024, and December 31, 2023, which were declared by the Compensation Committee and were based on Company performance, individualized performance and other metrics in accordance with the NEO Agreements. See “— NEO Agreements.” |

  82. Summary Compensation Table

    | (3) In addition to their discretionary annual cash bonuses, in the fiscal year ended December 31, 2023, Messrs. K. Brown and Harder received discretionary cash bonuses of $353,400 and $192,800, respectively, in connection with the Company’s January 2022 $50.8 million realized gain from the liquidation of equity positions in two portfolio companies. |

  83. Summary Compensation Table

    | (4) Beginning in 2023, the Company revised its methodology for calculating “All Other Compensation” pursuant to the applicable instructions in Item 402(c)(2)(ix) to exclude distributions accrued on restricted stock awards, as the Company believes these distributions are factored into the grant date fair value shown in the “Stock Awards” column of the Summary Compensation Table. |

  84. Summary Compensation Table

    | (5) Amounts in this column for 2025 include life and disability insurance premiums, 401(k) company matching contributions, personal use of corporate aircraft (calculated using the incremental cost of operation due to personal use based on variable costs incurred, including additional fuel charges, landing fees, departure fees, trip charges and hourly charges), and automotive payment allowance for each NEO, each as set forth in the following table: |

  85. Summary Compensation Table

    | Name | Insurance Premiums ($) | 401(k) Company Matching Contributions ($) | Aircraft Use ($) | Automotive Allowance ($) | | Kyle Brown | $1,842 | $14,000 | $61,253 | $15,000 | | Michael Testa | $1,842 | $14,000 | $5,145 | $12,000 | | Gerald Harder | $1,842 | $14,000 | $14,373 | $15,000 | | Sarah Stanton | $1,842 | $14,000 | $8,172 | $12,000 | | Ron Kundich | $1,842 | $14,000 | $— | $15,000 |

  86. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table includes information regarding RSAs and options granted to Named Executive Officers under the 2019 Long-Term Incentive Plan during 2025.

  87. Grants of Plan-Based Awards Table

    | Name | Grant Date | Approval Date | Estimated Future Payouts Under Equity Incentive Plan Awards | | | Exercise or Base Price of Option Awards | Grant Date Fair Value of Stock and Option Awards(2) | | | | | Threshold | Target(1) | Maximum | | | | Kyle Brown | 3/14/2025 | 3/14/2025 | — | 300,000 | — | $15.83 | $346,125 | | Michael Testa | 3/14/2025 | 3/14/2025 | — | 300,000 | — | $15.83 | $346,125 | | Gerald Harder | 3/14/2025 | 3/14/2025 | — | 300,000 | — | $15.83 | $346,125 | | Sarah Stanton | 3/14/2025 | 3/14/2025 | — | 300,000 | — | $15.83 | $346,125 | | Ron Kundich | 3/14/2025 | 3/14/2025 | — | 300,000 | — | $15.83 | $346,125 |

  88. Grants of Plan-Based Awards Table

    | (1) Amounts in this column represent options awards granted to the NEOs under the 2019 Long Term Incentive Plan, which are subject to both a performance condition and service condition as follows: if the volume weighted average trading price per share of the Company’s common stock for 90 consecutive days is equal to or greater than $23.75, then, provided the NEO remains in continuous employment with the Company through the applicable vesting date the stock options vest as follows: 25% on March 14, 2026 with the remaining 75% vesting pro rata over the twelve full calendar quarters immediately following March 14, 2026. Accordingly, there are no threshold or maximum amounts with respect to such option awards. |

  89. Grants of Plan-Based Awards Table

    | (2) The amounts in this column represent the aggregate fair value of the options granted under the 2019 Long Term Incentive Plan calculated using a Monte Carlo valuation as a weighted average of $1.1538 per share as of grant date. |

  90. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End

  91. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date of Award | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Equity incentive plan awards: Number of securities underlying unexercised, unearned options (#) | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares of units of stock that have not vested ($)(1) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)(1) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) | | Kyle Brown | | | | | | | | | | | | Option Award | 3/14/2025 | — | — | 300,000(2) | $15.83 | 3/14/2035 | — | — | — | — | | RSA | 12/20/2024 | — | — | — | — | — | 97,297(3) | 1,425,401 | — | — | | RSA | 3/15/2024 | — | — | — | — | — | 114,022(4) | 1,670,422 | — | — | | RSA | 3/15/2023 | — | — | — | — | — | 65,029(4) | 952,675 | — | — | | RSA | 3/15/2022 | — | — | — | — | — | 13,006(4) | 190,538 | — | — | | Michael Testa | | | | | | | | | | | | Option Award. | 3/14/2025 | — | — | 300,000(2) | $15.83 | 3/14/2035 | — | — | — | — | | RSA | 12/20/2024 | — | — | — | — | — | 41,379(5) | 606,202 | — | — | | RSA | 3/15/2024 | — | — | — | — | — | 22,805(4) | 334,093 | — | — | | RSA | 3/15/2023 | — | — | — | — | — | 5,497(4) | 80,531 | — | — | | RSA | 3/15/2022 | — | — | — | — | — | 362(4) | 5,303 | — | — | | Gerald Harder | | | | | | | | | | | | Option Award | 3/14/2025 | — | — | 300,000(2) | $15.83 | 3/14/2035 | — | — | — | — | | RSA | 12/20/2024 | — | — | — | — | — | 60,690(5) | 889,109 | — | — | | RSA | 3/15/2024 | — | — | — | — | — | 33,447(4) | 489,999 | — | — | | RSA | 3/15/2023 | — | — | — | — | — | 18,065(4) | 264,652 | — | — | | RSA | 3/15/2022 | — | — | — | — | — | 3,613(4) | 52,930 | — | — | | Sarah Stanton | | | | | | | | | | | | Option Award | 3/14/2025 | — | — | 300,000(2) | $15.83 | 3/14/2035 | — | — | — | — | | RSA | 12/20/2024 | — | — | — | — | — | 46,897(5) | 687,041 | — | — | | RSA | 3/15/2024 | — | — | — | — | — | 25,846(4) | 378,644 | — | — | | RSA | 3/15/2023 | — | — | — | — | — | 10,555(4) | 154,631 | — | — | | RSA | 3/15/2022 | — | — | — | — | — | 1,084(4) | 15,881 | — | — | | Ron Kundich | | | | | | | | | | | | Option Award | 3/14/2025 | — | — | 300,000(2) | $15.83 | 3/14/2035 | — | — | — | — | | RSA | 12/20/2024 | — | — | — | — | — | 41,379(5) | 606,202 | — | — | | RSA | 3/15/2024 | — | — | — | — | — | 22,805(4) | 334,093 | — | — | | RSA | 3/15/2023 | — | — | — | — | — | 13,549(4) | 198,493 | — | — | | RSA | 3/15/2022 | — | — | — | — | — | 2,710(4) | 39,702 | — | — |

  92. Outstanding Equity Awards at Fiscal Year-End

    | (1) Market value of shares of stock that have not vested as of December 31, 2025 valued at the closing stock price on December 31, 2025 of $14.65. |

  93. Outstanding Equity Awards at Fiscal Year-End

    | (2) Options vest if the volume weighted average trading price per share of the Company’s common stock for 90 consecutive days is equal to or greater than $23.75, then, provided the NEO remains in continuous employment with the Company through the applicable vesting date the stock options vest as follows: 25% on March 14, 2026 with the remaining 75% vesting pro rata over the twelve full calendar quarters immediately following March 14, 2026. |

  94. Outstanding Equity Awards at Fiscal Year-End

    | (3) 12.5% of such restricted shares will vest on June 15, 2027, with the remaining 87.5% vesting pro rata over the seven full calendar quarters immediately following June 15, 2027. |

  95. Outstanding Equity Awards at Fiscal Year-End

    | (4) 25% of such restricted shares vested on the first anniversary of the grant date of the award with the remaining 75% of shares vesting pro rata over the twelve full calendar quarters immediately following first anniversary of the grant date of the award. |

  96. Outstanding Equity Awards at Fiscal Year-End

    | (5) 25% of shares vested on March 15, 2026 with the remaining 75% of shares vesting pro rata over the twelve full calendar quarters immediately following March 15, 2026. |

  97. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table shows the shares acquired upon vesting of RSAs during 2025. No stock options had vested or were exercised in 2025.

  98. Option Exercises and Stock Vested

    | Name | Stock Awards | | | | Number of shares acquired on vesting (#)(1) | Value realized on vesting ($)(2) | | Kyle Brown | 192,727 | $2,977,379 | | Michael Testa | 24,432 | $378,834 | | Gerald Harder | 54,913 | $848,485 | | Sarah Stanton | 32,880 | $508,965 | | Ron Kundich | 39,412 | $608,783 |

  99. Option Exercises and Stock Vested

    | (1) Number of shares acquired on vesting is before withholding of vesting shares by the Company to satisfy tax withholding obligations. |

  100. Option Exercises and Stock Vested

    | (2) Value realized upon vesting is based on the closing market price of the Company’s stock on the vesting date. |

  101. 2025 Potential Payments upon Termination of Employment Table

    2025 Potential Payments upon Termination of Employment Table

  102. 2025 Potential Payments upon Termination of Employment Table

    | Name | Benefit | Death(4) | Disability(4) | Termination Without Cause or for Good Reason(4) | Within Two Years After Change in Control; Termination Without Cause or for Good Reason(4) | | Kyle Brown | Severance(1) | $1,500,000 | 1,500,000 | 1,500,000 | 2,250,000 | | | Bonus(2) | $2,310,000 | 2,310,000 | 2,310,000 | 2,310,000 | | | Equity Award Acceleration(3) | $3,162,539 | 3,162,539 | 3,162,539 | 4,239,036 | | | COBRA Premiums(4) | $36,783 | 36,783 | 36,783 | 55,174 | | | Total | $7,009,322 | 7,009,322 | 7,009,322 | 8,854,210 | | Michael Testa | Severance(1) | $500,000 | 500,000 | 500,000 | 1,000,000 | | | Bonus(2) | $825,000 | 825,000 | 825,000 | 825,000 | | | Equity Award Acceleration(3) | $799,538 | 799,538 | 799,538 | 1,026,130 | | | COBRA Premiums(4) | $18,391 | 18,391 | 18,391 | 36,783 | | | Total | $2,142,929 | 2,142,929 | 2,142,929 | 2,887,913 | | Gerald Harder | Severance(1) | $650,000 | 650,000 | 650,000 | 1,300,000 | | | Bonus(2) | $1,320,000 | 1,320,000 | 1,320,000 | 1,320,000 | | | Equity Award Acceleration(3) | $1,364,369 | 1,364,369 | 1,364,369 | 1,696,690 | | | COBRA Premiums(4) | $12,822 | 12,822 | 12,822 | 25,644 | | | Total | $3,347,191 | 3,347,191 | 3,347,191 | 4,342,334 |

  103. 2025 Potential Payments upon Termination of Employment Table

    | Name | Benefit | Death(4) | Disability(4) | Termination Without Cause or for Good Reason(4) | Within Two Years After Change in Control; Termination Without Cause or for Good Reason(4) | | Sarah Stanton | Severance(1) | $510,000 | 510,000 | 510,000 | 1,020,000 | | | Bonus(2) | $825,000 | 825,000 | 825,000 | 825,000 | | | Equity Award Acceleration(3) | $979,396 | 979,396 | 979,396 | 1,236,196 | | | COBRA Premiums(4) | $18,391 | 18,391 | 18,391 | 36,783 | | | Total | $2,332,787 | 2,332,787 | 2,332,787 | 3,117,979 | | Ron Kundich | Severance(1) | $525,000 | 525,000 | 525,000 | 1,050,000 | | | Bonus(2) | $693,000 | 693,000 | 693,000 | 693,000 | | | Equity Award Acceleration(3) | $951,898 | 951,898 | 951,898 | 1,178,490 | | | COBRA Premiums(4) | $12,822 | 12,822 | 12,822 | 25,644 | | | Total | $2,182,720 | 2,182,720 | 2,182,720 | 2,947,134 |

  104. 2025 Potential Payments upon Termination of Employment Table

    | (1) In the event of a termination without cause or for good reason, in each case, other than within 24 months following a change in control, or due to death or disability, severance pay includes an employee’s annual base salary paid monthly for 12 months following termination (24 months in the case of Mr. K. Brown). In the case of a termination without cause or for good reason, in each case, within 24 months following a change in control, the severance payment is two times the employee’s annual base salary (three times in the case of Mr. K. Brown) paid in lump sum. |

  105. 2025 Potential Payments upon Termination of Employment Table

    | (2) Bonus compensation includes an employee’s annual bonus earned but not yet paid and, if applicable, an employee’s pro rata annual bonus for the year of termination paid in lump sum. Amounts for pro rata annual bonus are not included in the table because it assumes a termination date December 31, 2025, and the NEO would already be entitled to receive that bonus for that fiscal year. In the case of a termination without cause or for good reason, in each case, within 24 months following a change in control, the pro rata annual bonus is calculated using the average of the employee’s bonuses over the last three years (and multiplied by two in the case of Mr. K. Brown). |

  106. 2025 Potential Payments upon Termination of Employment Table

    | (3) In the event of a termination without cause or for good reason, in each case, other than within 24 months following a change in control, or due to death or disability, there would be accelerated vesting of unvested time-based restricted stock that would have become vested during the two-year period following such termination. In the event of a termination without cause or for good reason, in each case, within 24 months following a change in control, all unvested time-based restricted stock would vest in full. No amount was included above with respect to the outstanding performance-based options because the performance condition underlying vesting was not satisfied as of December 31, 2025 (and the options would not have otherwise become vested in connection with any such termination event) and the exercise price of such options exceeded the closing stock price on December 31, 2025. |

  107. 2025 Potential Payments upon Termination of Employment Table

    | (4) In the event of a termination without cause or for good reason, in each case, other than within 24 months following a change in control, or due to death or disability severance pay includes monthly company paid employer contributions towards COBRA continuation coverage for 12 months following termination (24 months in the case of Mr. K. Brown). In the case of a termination without cause or for good reason, in each case within 24 months following a change in control, the COBRA continuation coverage payment is for premiums equal to 24 months (36 months in the case of Mr. K. Brown) paid in lump sum. |

  108. CEO PAY RATIO

    CEO PAY RATIO The 2025 total compensation of the median compensated employee among all our employees who were employed as of December 31, 2025, other than Mr. K. Brown, our Chief Executive Officer, was $207,537; Mr. K. Brown’s 2025 total compensation was $3,498,220; and the ratio of these amounts was approximately 16.9-to-1. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. For these purposes, we identified the median compensated employee using each employee’s 2025 base salary, cash bonus earned for calendar year 2025 and the grant date fair value of restricted stock awards and options granted in 2025. We identified our employee population as of December 31, 2025 based on our payroll records or based on our treatment of employees for U.S. tax or local tax reporting purposes. We do not have any non-U.S. employees. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  109. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  110. Pay versus Performance Table

    Pay versus Performance Table As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance measures of the Company and certain of its peers. For further information concerning the Company’s pay for performance philosophy and how the Company aligns executive compensation with the Company’s performance, see the “Compensation Discussion and Analysis” above.

  111. Pay versus Performance Table

    | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table for Non-PEO NEOs ($)(3) | Average Compensation Actually Paid to Non-PEO NEOs ($)(4) | Value of Fixed $100 Investment Based On: | | Net Income ($ in thousands)(7) | Return on Average Equity %(8) | | | | | | | TSR ($)(5) | Peer Group TSR ($)(6) | | | | 2025 | 3,498,220 | 4,284,630 | 1,839,181 | 1,930,852 | 204 | 144 | 135,604 | 15.5% | | 2024 | 6,972,944 | 7,845,282 | 4,618,957 | 5,173,980 | 176 | 149 | 115,596 | 16.7% | | 2023 | 5,173,541 | 7,549,565 | 3,364,676 | 4,806,097 | 154 | 128 | 76,893 | 17.5% |

  112. Pay versus Performance Table

    | (1) Effective January 1, 2024, Mr. K. Brown succeeded Mr. S. Brown as Chief Executive Officer of the Company, and Mr. S. Brown assumed the role of Executive Chairman. Mr. K. Brown served as principal executive officer for all of 2025 and 2024 and is reflected in the amounts for those years. Mr. S. Brown served as principal executive officer for all of 2023 and is reflected in the amount for that year. |

  113. Pay versus Performance Table

    | (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by our CEO. These amounts reflect the Summary Compensation Table (“SCT”) total with certain adjustments as set forth in the following reconciliation table: |

  114. Pay versus Performance Table

    | Year | SCT Total ($) | SCT Option Awards ($) | Year-End Fair Value of Option Awards Granted in Covered Year ($) | SCT Stock Awards ($) | Year-End Fair Value of Stock Awards Granted in Covered Year ($) | Change in Fair Value of Unvested Stock Awards from Prior Years ($) | Change in Fair Value of Stock Awards from Prior Years that Vested in the Covered Year ($) | Value of Dividends on Unvested Stock Awards Not Otherwise Reflected in Fair Value ($) | Compensation Actually Paid ($) | | 2025 | 3,498,220 | (346,125) | 183,188 | — | — | 52,084 | 188,619 | 708,644 | 4,284,630 | | 2024 | 6,972,944 | — | — | (4,410,811) | 4,341,000 | (10,925) | 12,785 | 940,289 | 7,845,282 | | 2023 | 5,173,541 | — | — | (2,822,541) | 3,191,544 | 629,114 | 480,629 | 897,278 | 7,549,565 |

  115. Pay versus Performance Table

    | (3) The dollar amounts reported in this column represent the average amounts reported for the Company’s NEOs as a group (excluding the Chief Executive Officer) as total compensation in our summary compensation table for each of the corresponding years. The names of each of the NEOs for this purpose are as follows: (a) for 2025, Messrs. Testa, Harder, and Kundich and Ms. Stanton; (b) for 2024, Messrs. S. Brown and Harder; (c) for 2023, Messrs. K. Brown and Harder. |

  116. Pay versus Performance Table

    | (4) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by our Non-PEO NEOs. These amounts reflect the SCT total with certain adjustments as set forth in the following reconciliation table: |

  117. Pay versus Performance Table

    | Year | SCT Total ($) | SCT Option Awards ($) | Year-End Fair Value of Option Awards Granted in Covered Year ($) | SCT Stock Awards ($) | Year-End Fair Value of Stock Awards Granted in Covered Year ($) | Change in Fair Value of Unvested Stock Awards from Prior Years ($) | Change in Fair Value of Stock Awards from Prior Years that Vested in the Covered Year ($) | Value of Dividends on Unvested Stock Awards Not Otherwise Reflected in Fair Value ($) | Compensation Actually Paid ($) | | 2025 | 1,839,181 | (346,125) | 183,188 | — | — | 15,781 | 37,720 | 201,107 | 1,930,852 | | 2024 | 4,618,957 | — | — | (3,079,324) | 3,039,785 | (7,283) | 8,514 | 593,331 | 5,173,980 | | 2023 | 3,364,676 | — | — | (1,708,376) | 1,931,727 | 381,859 | 292,208 | 544,002 | 4,806,097 |

  118. Pay versus Performance Table

    | (5) Total Shareholder Return represents the value of a hypothetical $100 investment beginning at market close on the last trading day of year ended December 31, 2022, assuming reinvestment of all dividends. |

  119. Pay versus Performance Table

    | (6) The peer group used for this purpose is the S&P BDC Index. |

  120. Pay versus Performance Table

    | (7) Amounts represent the “Net increase (decrease) in net assets resulting from operations” (“Net Income”) as presented in our consolidated financial statements for the year ended December 31, 2025 in our Annual Report on Form 10-K for such year. |

  121. Pay versus Performance Table

    | (8) Amounts represent the “Ratio of net investment income to average net assets” (“Return on Average Equity”) as presented in Note 11 to our consolidated financial statements for the year ended December 31, 2025 in our Annual Report on Form 10-K for such year. |

  122. Pay versus Performance Table

    As described further under “Compensation Discussion and Analysis,” restrictions imposed by the 1940 Act require the Compensation Committee and the Board to maintain discretion in determining incentive compensation for executive officers and limit the use of formulaic Company performance goals or criteria to determine such incentive compensation. The Compensation Committee considers several financial metrics, along with other factors including capitalization-related factors, other growth metrics, strategic achievements, and individual performance criteria, in determining the appropriate compensation for the NEOs. Subject to the restrictions imposed by the 1940 Act, in the Company’s assessment, the following list of performance measures represents the most important performance measures used to link compensation actually paid to our NEOs, for the most recently completed fiscal year, to Company performance:

  123. Pay versus Performance Table

    | • | Net investment income. |

  124. Pay versus Performance Table

    | • | Return on Average Equity. |

  125. Pay versus Performance Table

    | • | Dividend yield. |

  126. Pay versus Performance Table

    | • | Net asset value growth. |

  127. Pay versus Performance Table

    | • | Assets under management growth. |

  128. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table In accordance with SEC rules, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance Table. The graph below reflects the relationship between Compensation Actually Paid to our PEO and other NEOs and Total Shareholder Return for the Company and the S&P BDC Index: The graph below reflects the relationship between Compensation Actually Paid to our PEO and other NEOs and Net Income: The graph below reflects the relationship between Compensation Actually Paid to our PEO and other NEOs and Return on Average Equity:

  129. Equity Compensation Plan Information

    | Plan Category | Number of shares subject to outstanding equity awards(1) (a) | Weighted- average exercise price of outstanding options, warrants and rights (b) | Dollar value of shares subject to outstanding restricted stock awards ($)(2) | Number of shares remaining available for future issuance under equity compensation plans (excluding shares reflected in column (a)) (c) | | Equity compensation plans approved by security holders: | | | | | | 2019 Trinity Capital Inc. Long-Term Incentive Plan | 3,926,547 | $15.83 | $57,759,506 | 2,971,153 | | Trinity Capital Inc. 2019 Non-Employee Director Restricted Stock Plan | 13,772 | — | $202,586 | 46,240 | | Equity compensation plans not approved by security holders | — | | — | — |