Trinity Capital Inc.

For the period ended Jun 10, 2026. Filed Apr 30, 2026.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 10, 2026 · Filed Apr 30, 2026

TRIN$17.80+0.3%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

TRINITY CAPITAL INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14(a)-6(i)(1) and 0-11.

April 30, 2026

Dear Stockholder:

You are cordially invited to participate in the virtual annual meeting of stockholders of Trinity Capital Inc. (the “Company”) to be held on June 10, 2026 at 9:00 a.m., Pacific Time (the “Annual Meeting”). The live webcast will be accessible atwww.virtualshareholdermeeting.com/TRIN2026. By accessing such live webcast, you will be able to participate in the Annual Meeting, including by voting and submitting questions.

Your vote is very important! Your immediate response will help avoid potential delays and may save the Company significant additional expenses associated with soliciting stockholder votes.

The Notice of the Annual Meeting and the proxy statement (the “Proxy Statement”) accompanying this letter provide an outline of the business to be conducted at the meeting. The Annual Meeting is being held for the following purposes:

(i)	to re-elect two members of the board of directors of the Company (the “Board”), to serve for a term of one year and until their respective successors are duly elected and qualified (“Proposal 1”);

(ii)	to ratify the selection of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (“Proposal 2”);

(iii)	to approve, on a non-binding and advisory basis, the compensation of our named executive officers (“Proposal 3” or “Say-on-Pay”);

(iv)	to conduct a non-binding and advisory vote on the frequency of future non-binding, advisory votes to approve the compensation of our named executive officers (“Proposal 4” or “Say-on-Frequency”);

(v)	to approve an amendment to the Trinity Capital Inc. 2019 Non-Employee Director Restricted Stock Plan (“Proposal 5”); and

(vi)	to transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof (“Proposal 6,” if any).

The Company’s Board unanimously recommends that you vote “FOR” each of Proposals 1, 2, 3 and 5 and for “1 YEAR” for Proposal 4 at the Annual Meeting.

The Company has elected to provide access to its proxy materials to certain of its stockholders over the internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. On or about April 30, 2026, the Company intends to mail to most of its stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access the Proxy Statement and the annual report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”), and how to submit proxies by telephone or through the internet. All other stockholders will receive a copy of the Proxy Statement and the Annual Report by mail. The Notice of Internet Availability of Proxy Materials also contains instructions on how you can elect to receive a printed copy of the Proxy Statement and the Annual Report. The Company believes that providing its proxy materials over the internet will expedite stockholders’ receipt of proxy materials, lower the costs associated with the Annual Meeting and conserve resources.

It is important that your shares of the Company’s common stock, par value $0.001 per share, be represented at the Annual Meeting. If you are unable to participate in the meeting virtually through the live webcast, we urge you to follow the instructions printed on the Notice of Internet Availability of Proxy Materials or the proxy card to

authorize a proxy vote by telephone or through the internet, or complete, date and sign the enclosed proxy card

and promptly return it in the envelope provided.

Your vote and participation in the governance of the Company are very important.

Sincerely yours,

Kyle Brown

Chief Executive Officer

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On June 10, 2026

To the Stockholders of Trinity Capital Inc.:

NOTICE IS HEREBY GIVEN THAT the virtual annual meeting of stockholders of Trinity Capital Inc., a Maryland corporation (the “Company”), will be held on June 10, 2026 at 9:00 a.m., Pacific Time (the “Annual Meeting”). The live webcast will be accessible atwww.virtualshareholdermeeting.com/TRIN2026. By accessing such live webcast, you will be able to participate in the Annual Meeting, including by voting and submitting questions.

The Annual Meeting will be held for the following purposes:

1.	To re-elect two members of the board of directors of the Company (the “Board”), to serve for a term of one year and until their respective successors are duly elected and qualified (“Proposal 1”);

2.	To ratify the selection of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (“Proposal 2”);

3.	To approve, on a non-binding and advisory basis, the compensation of our named executive officers (“Proposal 3” or “Say-on-Pay”);

4.	To conduct a non-binding and advisory vote on the frequency of future non-binding, advisory votes to approve the compensation of our named executive officers (“Proposal 4” or “Say-on-Frequency”);

5.	To approve an amendment to the Trinity Capital Inc. 2019 Non-Employee Director Restricted Stock Plan (“Proposal 5”); and

6.	To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof (“Proposal 6,” if any).

The Board has fixed the close of business on April 13, 2026 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and adjournments or postponements thereof.

Important notice regarding the availability of proxy materials for the Annual Meeting. The Company’s proxy statement, the proxy card, and the Company’s annual report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”), are available online atwww.proxyvote.com or the SEC’s EDGAR website atwww.sec.gov.

The following information applicable to the Annual Meeting may be found in the Company’s proxy statement and the accompanying proxy card:

•	The date and time of the Annual Meeting and instructions on how to participate in and vote at the Annual Meeting virtually through the live webcast;

•	A list of the matters intended to be acted on and the Company’s recommendations regarding those matters; and

•	Any control/identification numbers that you need to access your proxy card.

If you are unable to participate in the meeting virtually through the live webcast, we urge you to follow the instructions printed on the Notice of Internet Availability of Proxy Materials or the proxy card to authorize a proxy vote by telephone or through the internet, or complete, date and sign the enclosed proxy card and promptly return it in the envelope provided.

By Order of the Board of Directors,

Sarah Stanton

General Counsel and Secretary

Phoenix, Arizona

April 30, 2026

Stockholders are requested to promptly authorize a proxy vote by telephone or through the internet, or

execute and return promptly the accompanying proxy card, which is being solicited by the Board. You may authorize a proxy by telephone or through the internet by following the instructions in the Notice of Internet

Availability of Proxy Materials or the proxy card. You may execute the proxy card using the methods

described in the proxy card. Executing the proxy card is important to ensure a quorum at the Annual

Meeting. Proxies may be revoked at any time before they are exercised by submitting a written notice of revocation or a subsequently executed proxy, or by participating in the Annual Meeting and voting virtually

through the live webcast.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.