Hercules Capital, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:

(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 all boxes that apply):

1 North B Street, Suite 2000, San Mateo, CA 94401

April 23, 2026

TO MY FELLOW STOCKHOLDER,

On behalf of the Board of Directors and the Hercules Capital team, thank you for your investment. Following another record-breaking year in 2025, it is my pleasure to once again invite you to the Hercules Capital Annual Meeting of Stockholders, which will be held virtually on June 18, 2026 at www.virtualshareholdermeeting.com/HTGC2026 at 9:00 a.m. Eastern Time. The notice of annual meeting and proxy statement following this letter describe the matters to be acted on at the meeting.

Thank you for your continued commitment to Hercules Capital and the entrepreneurs and businesses we serve.

Sincerely,

Scott Bluestein

Chief Executive Officer and Chief Investment Officer

PLEASE TAKE FIVE MINUTES RIGHT NOW TO VOTE YOUR SHARES:

•QR Code: Locate the QR Code on your proxy card to easily vote with your mobile phone.

•By Internet or Phone:

1. Locate the 16-digit control number included in the proxy card, voter instruction or notice.

2. Visit www.proxyvote.com or call 1-800-690-6903, submit your control number and instruct your shares.

•Mail: Sending your completed and signed proxy card or voter instruction form to the address on your proxy card or voter instruction form.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 18, 2026

Our proxy statement, a form of proxy card and our annual report on Form 10-K for the year ended December 31, 2025

are available on the Internet at www.proxyvote.com.

The following information applicable to the Annual Meeting is located in the proxy statement and accompanying proxy card:

•The date, time and location of the meeting;

•A list of the matters intended to be acted on and our Board of Directors’ recommendations regarding those matters;

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

•Information about attending the meeting and voting in person.

1 North B Street, Suite 2000, San Mateo, CA 94401

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

The 2026 Annual Meeting of the Stockholders of Hercules Capital, Inc., a Maryland corporation, will be held virtually at www.virtualshareholdermeeting.com/HTGC2026, on June 18, 2026, at 9:00 a.m. Eastern Time, in order to:

1. elect an independent director;

2. provide an advisory vote to approve the Company's named executive officer compensation;

3. provide an advisory vote on the frequency of the advisory vote to approve the Company's named executive officer compensation;

4. approve the amendment and restatement of the Hercules Capital, Inc. Amended and Restated 2018 Equity Incentive Plan;

5. approve the amendment and restatement of the Hercules Capital, Inc. 2018 Non-Employee Director Plan;

6. ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2026; and

7. transact such other business as may properly come before the meeting or any postponement or adjournment thereof.

If you were a stockholder as of the close of business on April 9, 2026, you are entitled to vote at the meeting and at any postponement or adjournment thereof.

Please indicate your vote as to the matters to be acted on at the meeting by following the instructions provided in the enclosed proxy card or voting instruction form, whether or not you plan on attending the meeting. If you plan to attend the meeting and wish to vote or change your vote there, please review the instructions set forth in the accompanying proxy statement under the caption “Record Date and Voting Information.”

We have enclosed with this notice and proxy statement a copy of our annual report on Form 10-K for the year ended December 31, 2025.

By Order of the Board of Directors,

Kiersten Zaza Botelho

Secretary

Dated: April 23, 2026

PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

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