Trinity Capital (TRIN) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 10, 2026, to be held virtually, allowing shareholders to vote and submit questions online.

• Record date for voting eligibility is April 13, 2026, with 89,030,050 shares outstanding.

• Proxy materials are available online, with options for electronic or mailed delivery to shareholders.

• Board recommends voting FOR all proposals and for a 1-year frequency on Say-on-Pay votes.

Voting matters and shareholder proposals

• Proposal 1: Re-election of two directors (Ronald E. Estes and Michael E. Zacharia) for one-year terms.

• Proposal 2: Ratification of Ernst & Young LLP as independent auditor for fiscal year ending December 31, 2026.

• Proposal 3: Non-binding advisory vote to approve executive compensation (Say-on-Pay).

• Proposal 4: Non-binding advisory vote on frequency of Say-on-Pay (Board recommends annual vote).

• Proposal 5: Approval of amendment to increase shares available under the 2019 Non-Employee Director Restricted Stock Plan from 120,000 to 220,000.

• Proposal 6: Transaction of other business as may properly come before the meeting.

Board of directors and corporate governance

• Board consists of six members, transitioning to annual elections for all directors starting in 2027.

• Four directors are independent; two are considered interested due to executive roles.

• Board committees (Audit, Compensation, Nominating) are composed solely of independent directors.

• Steven L. Brown serves as Executive Chairman; Ronald E. Estes is lead Independent Director.

• Board met ten times in 2025; all directors attended at least 75% of meetings.