UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K/A

 (Amendment No. 1)

 (Mark One)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the Fiscal Year Ended December 31, 2024

 OR

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 Commission file number: 001-39958

 TRINITY CAPITAL INC.

 (Exact name of registrant as specified in its charter)

 Maryland

 35-2670395

 (State or other jurisdiction of
 incorporation or organization)

 (IRS Employer
 Identification No.)

 1 N. 1st Street

 Suite 302

 Phoenix, Arizona

 85004

 (Address of principal executive offices)

 (Zip Code)

 (480) 374-5350

 (Registrant's telephone number, including
area code)

 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

 7.875% Notes Due 2029

 TRINZ

 Nasdaq Global Select Market

 7.875% Notes Due 2029

 TRINI

 Nasdaq Global Select Market

 Securities registered pursuant to Section 12(g) of the Act: None

 Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Act. Yes No

 Indicate by
check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes No

 Indicate by
check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required
to submit such files). Yes No

 Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of "large accelerated filer," "accelerated filer", "smaller reporting company" and "emerging
growth company" in Rule 12b-2 of the Exchange Act:

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 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.

 Indicate by
check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report.

 If securities
are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included
in the filing reflect the correction of an error to previously issued financial statements.

 Indicate by
check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received
by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act). Yes No

 The aggregate market value of the registrant's common stock ($0.001
par value per share) held by non-affiliates of the registrant as of the last business day of the most recently completed second fiscal
quarter was approximately $ 683,412,981, based on the closing sale price on the Nasdaq Global Select Market on that date of $14.14 per
share.

 As of February 24, 2025, the registrant had 62,831,103 shares of common
stock ($0.001 par value per share) outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 PCAOB Firm Id: 42
 Auditor Name: Ernst & Young LLP Auditor
 Location: Los Angeles, CA

 EXPLANATORY NOTE

 Pursuant to General Instruction G(3) to Form 10-K,
Trinity Capital Inc., a Maryland corporation (together with its consolidated subsidiaries, the "Company" "we,"
"us" or "our"), is filing this Amendment No. 1 (this "Amendment") to its Annual Report on Form 10-K
for the fiscal year ended December 31, 2024, which was originally filed with the U.S. Securities and Exchange Commission (the "SEC")
on February 26, 2025 (the "Original Report"), to provide the information required by Items 10 through 14 of Part III of Form
10-K. Accordingly, reference to the Company's proxy statement in "Documents incorporated by reference" on the cover
page has been deleted.

 In addition, pursuant to the rules of the SEC,
the Company has also included as exhibits currently dated certifications required under Section 302 of the Sarbanes-Oxley Act of 2002.
As such, this Amendment updates, amends and supplements Part IV, Item 15 of the Form 10-K to include the filing of new Exhibits 31.1 and
31.2, certifications of our Chief Executive Officer and our Chief Financial Officer and Treasurer, pursuant to Rule 13a-14(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). We are amending and refiling Item 15(3) of Part IV solely to reflect
the inclusion of such certifications. Because no financial statements are contained within this Amendment and this Amendment does not
contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have
been omitted. Because no financial statements are contained within this Amendment, we are also not including certifications pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.

 No other changes have been made to the Original
Report. This Amendment does not modify or update in any way disclosures made in the Original Report. Among other things, forward-looking
statements made in the Original Report have not been revised to reflect events that occurred or facts that became known to us after filing
of the Original Report, and such forward-looking statements should be read in their historical context. Except as otherwise indicated,
this Amendment speaks as of the date of the Original Report and reflects only the changes discussed above. Accordingly, this Amendment
should be read in conjunction with the Original Report and our filings with the Securities and Exchange Commission (the "SEC")
subsequent thereto.

 TRINITY CAPITAL INC.

 FORM 10-K/A

 PAGE

NO.

 Item 10

 Directors, Executive Officers and Corporate Governance

 Item 11

 Executive Compensation

 Item 12

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13

 Certain Relationships and Related Transactions, and Director Independence

 Item 14

 Principal Accountant Fees and Services

 Item 15

 Exhibits and Financial Statement Schedules

 SIGNATURES

 i

 Item 10. Directors, Executive Officers and Corporate Governance

 The Board of Directors of the Company (the "Board"
or "Board of Directors") consists of six members. The Board is currently divided into three classes, with the members of each
class serving staggered, three-year terms. The terms of the Company's Class 1 directors will expire at the 2026 annual meeting
of stockholders (the "2026 Annual Meeting"); the terms of the Company's Class 2 directors will expire at the 2027
annual meeting of stockholders (the "2027 Annual Meeting"); and the terms of the Company's Class 3 directors will
expire at the 2025 annual meeting of stockholders (the "2025 Annual Meeting").

 Commencing as of the date of our 2027 Annual Meeting,
the Board will cease to be classified and will be de-classified. As a result, the Class 3 directors standing for election at the
2025 Annual Meeting will stand for election for two-year terms, the Class 1 directors standing for election at our 2026 Annual Meeting
will stand for election for one-year terms, and the Class 2 directors that stood for election at our 2024 annual meeting of stockholders
(the "2024 Annual Meeting") 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.

 Messrs. Estes and Zacharia serve as Class 1
directors. Messrs. Hamada and K. Brown serve as Class 2 directors. Ms. Lockridge and Mr. S. Brown serve as Class 3
directors.

 Independent Directors

 Pursuant to the Company's charter, a majority
of the Board will consist of directors who are not "interested persons" of the Company or of any of its affiliates, as defined
in the Investment Company Act of 1940, as amended (the "1940 Act") (the "Independent Directors"). On
an annual basis, each member of the Company's Board is required to complete a questionnaire designed to provide information to assist
the Board in determining whether the director is independent under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), the 1940 Act and the listing standards of the Nasdaq Stock Market LLC ("Nasdaq"). The Board limits membership
on the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee (the "Nominating Committee")
to Independent Directors.

 Based on these independence standards and the recommendation
of the Nominating Committee, after reviewing all relevant transactions and relationships between each director, or any of his or her family
members, and the Company or of any of its respective affiliates, the Board determined that Ms. Lockridge and Messrs. Hamada, Estes and
Zacharia qualify as Independent Directors. Each director who serves on the Audit Committee is an independent director for purposes of
Rule 10A-3 under the Exchange Act and the Nasdaq corporate governance listing standards.

 Interested Directors

 Messrs. S. Brown and K. Brown are considered
"interested persons" (as defined in the 1940 Act) of the Company because they are executive officers of the Company.

 Meetings and Attendance

 The Board met 10 times during 2024 and acted on
various occasions by unanimous written consent. Each director (during the period for which he or she has been a director) attended at
least 75% of the meetings of the Board and the committees thereof on which he or she served during 2024.

 Board Attendance at Annual Meeting

 The Company's policy is to encourage its
directors to attend each annual meeting of stockholders; however, such attendance is not required at this time. All of our then-current
directors attended the 2024 Annual Meeting.

 Board Leadership Structure

 The Board monitors and performs an oversight role
with respect to our business and affairs. Among other things, the Board approves the appointment of our officers, reviews and monitors
the services and activities performed by our officers and approves the engagement, and reviews the performance of, our independent registered
public accounting firm.

 Under the bylaws of the Company, the Board may
designate a chairman to preside over the meetings of the Board and meetings of the stockholders and to perform such other duties as may
be assigned to him or her by the Board. We do not have a fixed policy as to whether the chairman of the Board should be an Independent
Director and believe that our flexibility to select our chairman and reorganize our leadership structure from time to time is in our and
our stockholders' best interests.

 Presently, Steven L. Brown serves as the chairman
of the Board. Mr. S. Brown is an interested director because he is the Executive Chairman of the Company and serves on the Company's
investment committee (the "Investment Committee"). We believe that Mr. S. Brown's history with Trinity, familiarity
with our investment platform and extensive venture capital lending, equipment financing and management experience qualifies him to serve
as chairman of the Board. Moreover, the Board believes that it is in the best interests of our stockholders for Mr. S. Brown
to lead the Board because of his broad experience with our platform, day-to-day management and operation of other investment funds
and his significant background in the financial services industry, as described above.

 The Board has appointed Mr. Estes as its lead
Independent Director. The Board believes that having a lead Independent Director will in some circumstances help coordinate communications
with management and assist the Board in its exercise of its oversight duties. As the lead Independent Director, Mr. Estes presides
over all meetings of the Board at which the Chairman is not present, including executive sessions of the Independent Directors; serves
as a liaison between the Chairman and/or other senior executives and the Independent Directors; previews information to be provided to
the Board; organizes and leads the Board's evaluation of our executive officers; and consults with our Chief Executive Officer,
Executive Chairman and other senior management about strategic policies. Mr. Estes will serve as lead Independent Director until
he no longer serves as an Independent Director; he decides to resign from his position as lead Independent Director; or the majority of
the Board, including a majority of the Independent Directors, decides that Mr. Estes should no longer serve as lead Independent Director.

 Our corporate governance practices include meetings
of the Independent Directors in executive session without the presence of interested directors and management, the establishment of Audit,
Compensation, and Nominating Committees, each of which is comprised solely of Independent Directors, and the appointment of a chief compliance
officer responsible for maintaining our compliance policies and procedures. The Board believes that its leadership structure is appropriate
in light of the Company's characteristics and circumstances because the structure allocates areas of responsibility among the individual
directors and the committees in a manner that encourages effective oversight. The Board also believes that its size creates a highly efficient
governance structure that provides ample opportunity for direct communication and interaction between management of the Company and the
Board.

 Board Role in Risk Oversight

 The Board performs its risk oversight function
primarily through (a) its three standing committees, which report to the entire Board and are comprised solely of Independent Directors
and (b) monitoring by our Chief Compliance Officer in accordance with our compliance policies and procedures.

 As described below in more detail under "Audit
Committee," "Nominating Committee" and "Compensation Committee," the Audit Committee, the Nominating Committee
and the Compensation Committee assist the Board in fulfilling its risk oversight responsibilities. The Audit Committee's risk oversight
responsibilities include overseeing our accounting and financial reporting processes, our systems of internal controls regarding finance
and accounting and audits of our financial statements and discussing with management our major financial risk exposures and the steps
management has taken to monitor and control such exposures, including our risk assessment and risk management policies. The Nominating
Committee's risk oversight responsibilities include selecting, researching and nominating directors for election by our stockholders,
developing and recommending to the Board a set of corporate governance principles and overseeing the evaluation of the Board and its committees.
The Compensation Committee's risk oversight responsibilities include overseeing our overall compensation strategies, plans, policies
and programs, including determining the compensation for our executive officers. Each of the Audit Committee, the Nominating Committee
and the Compensation Committee consist solely of Independent Directors.

 The Board also performs its risk oversight responsibilities
with the assistance of the Chief Compliance Officer. Our Chief Compliance Officer prepares a written report at least annually discussing
the adequacy and effectiveness of the compliance policies and procedures of the Company and certain of its service providers. The Chief
Compliance Officer's report, which is reviewed by the Board, addresses at a minimum: (a) the operation of the compliance policies
and procedures of the Company and certain of its service providers since the last report; (b) any material changes to such policies
and procedures since the last report; (c) any recommendations for material changes to such policies and procedures as a result of
the Chief Compliance Officer's annual review; and (d) any compliance matter that has occurred since the date of the last report
about which the Board would reasonably need to know to oversee our compliance activities and risks. In addition, the Chief Compliance
Officer meets separately in executive session with the Independent Directors periodically, but in no event less than once each year.

 We believe that the role of the Board in risk oversight
is effective and appropriate given the extensive regulation to which we are subject as a business development company ("BDC").
Specifically, as a BDC, we must comply with certain regulatory requirements that control the levels of risk in our business and operations.
For example, our ability to incur indebtedness is limited such that our asset coverage must equal at least 150% immediately after each
time we incur indebtedness, and we generally have to invest at least 70% of our total assets in "qualifying assets." In addition,
we have elected to be treated, currently qualify and intend to qualify annually as a regulated investment company ("RIC")
under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), for U.S. federal income tax purposes,
including for our fiscal year ending December 31, 2024. As a RIC, we must, among other things, meet certain income source and asset
diversification requirements.

 We believe that the role of the Board in risk oversight
is appropriate. However, we re-examine the manner in which the Board administers its oversight function on an ongoing basis to ensure
that it continues to meet our needs.

 Board of Directors and Executive Officers

 Holders of our common stock will vote together
as a class for the election of directors. Commencing as of the date of our 2027 Annual Meeting, the Board will cease to be classified
and will be de-classified. As a result, the Class 3 directors standing for election at the 2025 Annual Meeting will stand for election
for two-year terms, the Class 1 directors standing for election at our 2026 Annual Meeting will stand for election for one-year terms,
and the Class 2 directors that stood for election at our 2024 Annual Meeting 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.

 Directors

 Information regarding the members of the Board
of Directors is as follows:

 Name, Address,

 and Age (1)

 Term
 of Office

 Principal Occupation(s)

 During the Past 5 Years

 Other Directorships

 Held by Director

 Interested Directors

 Steven L. Brown, 63

 Director and Chairman of the Board since August 2019

 Executive Chairman (2024-Present); Chief Executive Officer (2019-2024)

 Managing Partner of Trinity Capital Investments (predecessor to
 the Company)

 —

 Kyle Brown, 41

 Director since September 2019

 Director, Chief Executive Officer (2024-Present), President, and
 Chief Investment Officer Director (2019-Present).

 Managing Partner, Trinity Capital Investments (predecessor to
 the Company)

 —

 Independent Directors

 Irma Lockridge, 52

 Director since December 2021

 Chief People and Systems Officer, CoorsTek, Inc. (2016-Present)

 Northwest Pipe Company (NWPX)

 Richard P. Hamada, 66

 Director since December 2021

 Retired.

 Keysight Technologies, Inc. (KEYS)

 Ronald E. Estes, 68

 Director since September 2019

 Retired.

 President, CEO and CFO, LifeStream Complete Senior Living, Inc.
 (2016-2022)

 —

 Michael E. Zacharia, 73

 Director since December 2020

 Executive Coach and Consultant; (2008-Present); Adjunct
 Professor of Law, Pepperdine University School of Law (2009-Present); Advisory Board Member, Center for Advanced Coaching. (2009-Present)

 —

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

 Executive Officers

 The following sets forth certain information regarding
the executive officers of the Company who are not directors of the Company.

 Name

 Age

 Position

 Officer Since

 Gerald Harder

 Chief Operating Officer

 2019

 Ron Kundich

 Chief Credit Officer

 2019

 Sarah Stanton

 General Counsel, Chief Compliance Officer, and Secretary

 2020

 Michael Testa

 Chief Financial Officer and Treasurer

 2024

 The address for each of the Company's executive
officers is c/o Trinity Capital Inc., 1 N. 1 st Street, Suite 302, Phoenix, Arizona 85004.

 Biographical Information

 Directors

 Interested Directors

 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 Capital Investments ("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 is the father of Kyle Brown, a fellow Director of the Company
and its Chief Executive Officer, President and Chief Investment Officer. The Company believes that Mr. S. Brown's history with the
Company and its predecessors and affiliates, 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.

 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 Investment Committee. Prior to joining
the Company, Mr. K. Brown was a Managing Partner at 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. Mr. K. Brown is the son of Steven L. Brown. 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.

 Independent Directors

 Irma Lockridge has served as a member of
the Board since December 2021. Ms. Lockridge currently serves as the Chief People and Systems Officer for CoorsTek, Inc., a technical
ceramics manufacturer. Prior to joining CoorsTek in April 2016, 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.

 Richard P. Hamada has served as a member
of the Board since December 2021. Previously, Mr. Hamada was Chief Executive Officer of Avnet, Inc., an electronic components
distributor, from July 2011 until he retired in July 2016. Since 2014, Mr. Hamada has served on the board of directors
of Keysight Technologies, Inc., a test and measurement equipment provider, and is a member of Keysight's Compensation and Human
Capital and Nominating & Corporate Governance Committees. Mr. Hamada previously served on the boards of directors of Avnet,
Inc. and Global Technology Distribution Council, and served as the board chair of National Education Partners, and as a member of the
board of trustees of National University. Mr. Hamada was named to Computer Reseller News' Top 25 Most Influential Channel Executives
three times. 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.

 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.

 Executive Officers Who Are Not Directors

 Gerald Harder has served as the Company's
Chief Operating Officer since March 2022, served as its Chief Credit Officer from August 2019 until March 2022, and is
a member of the Investment Committee. Prior to joining the Company, Mr. Harder served as an Operating Partner at Trinity beginning
in 2018 and previously served as a Managing Director at Trinity from 2016 to 2018. As an Operating Partner at Trinity, Mr. Harder
was responsible for analyzing investment opportunities and collaborating on the firm's investment strategy, objectives, asset allocation
and balancing risk against performance. Prior to joining Trinity, he served as an executive vice president of engineering and operations
at Sand 9 Inc., a fabless Micro-electromechanical system company, from 2012 to 2015. In such capacity, Mr. Harder worked to design,
develop and produce groundbreaking piezoelectric microelectromechanical systems-based timing devices for mobile, internet of things, and
communications infrastructure markets. Mr. Harder has also served in many technology leadership roles, including director of operations
for Cirrus Logic from 2011 to 2012, vice president of engineering for White Electronic Designs from 2008 to 2010, and technical leadership
roles with ON Semiconductor from 2004 to 2008.

 Ron Kundich is the Company's Chief
Credit Officer since March 2022 and a member of the Investment Committee, having joined the Company in 2019 as its Senior Vice President — Loan
Originations before rising to the role of Senior Managing Director. Prior to joining the Company, Mr. Kundich served as a Partner
at Trinity beginning in 2018 and previously served as a Managing Director at Trinity from 2017 to 2018. At Trinity, Mr. Kundich was
responsible for developing relationships with the firm's referral partners, sourcing potential investments and evaluating investment
opportunities, including working closely with venture capitalists, commercial technology bankers, attorneys and financial professionals
in Silicon Valley and abroad. Prior to joining Trinity, Mr. Kundich served as a Managing Director and Regional Manager at Square
1 Bank from 2013 to 2017, where he was responsible for sourcing, underwriting and managing a portfolio of venture-backed companies and
a team of venture bankers. Mr. Kundich has been supporting venture-backed companies for over 25 years and his career path has
included increasing levels of responsibility with leading technology banks including Silicon Valley Bank, Imperial Bank (which was acquired
by Comerica Bank) and Square 1 Bank (where he was a Co-Founder).

 Sarah Stanton has served as the Company's
General Counsel and Secretary since July 2020, and its Chief Compliance Officer since August 2021. Prior to joining the Company,
Ms. Stanton served as Senior Associate General Counsel, Corporate & Securities, for Verra Mobility Corporation (Nasdaq: VRRM),
a transportation technology company, from August 2018 to June 2020, where she oversaw corporate governance, SEC and Nasdaq compliance,
and mergers and acquisitions. From 2016 to 2018, she was a corporate associate at DLA Piper, focusing on public company governance, mergers
and acquisitions and venture capital transactions. From 2011 to 2016, Ms. Stanton was an associate at Rusing Lopez & Lizardi,
PLLC, in a general corporate and commercial litigation practice.

 Michael Testa has served as the Company's
Chief Financial Officer and Treasurer since January 2024. Previously, Mr. Testa served as the Company's Chief Accounting
Officer from November 2020 to January 2024. Prior to joining the Company, Mr. Testa was vice president and controller at
Oxford Funds, LLC, a credit-focused asset manager, from 2017 to 2020. Before that, Mr. Testa worked within the financial services
practice of Ernst & Young LLP, focusing on financial audits of clients in the asset management industry, from 2004 to 2017.

 Committees of the Board

 Audit Committee

 The Audit Committee is composed of Ronald E. Estes
(chair), Michael E. Zacharia and Richard P. Hamada, each of whom is not considered an "interested person" of the
Company as that term is defined in Section 2(a)(19) of the 1940 Act. Our Audit Committee chair, Mr. Estes, is an "audit
committee financial expert" as that term is defined under Item 407 of Regulation S-K, as promulgated under the Exchange Act.
In addition, our Audit Committee members meet the independence and experience requirements of Rule 10A-3 under the Exchange Act
and Nasdaq's corporate governance listing standards.

 In accordance with its written charter adopted
by the Board, the Audit Committee (a) assists the Board's oversight of the integrity of our financial statements, the independent
registered public accounting firm's qualifications and independence, our compliance with legal and regulatory requirements and the
performance of our independent registered public accounting firm; (b) prepares an Audit Committee report, if required by the SEC,
to be included in our annual proxy statement; (c) oversees the scope of the annual audit of our financial statements, the quality
and objectivity of our financial statements, accounting and financial reporting policies and internal controls; (d) determines the
selection, appointment, retention and termination of our independent registered public accounting firm, and approves the compensation
thereof; (e) pre-approves all audit and non-audit services provided to us and certain other persons by such independent registered
public accounting firm; (f) establishes guidelines and makes recommendations to the Board regarding the valuation of our investments;
and (g) acts as a liaison between our independent registered public accounting firm and the Board.

 The Board and the Audit Committee utilize the services
of nationally recognized third-party valuation firms to help determine the fair value of our securities that are not publicly traded and
for which there are no readily available market quotations, including securities, that, while listed on a national securities exchange,
have not actively traded.

 The Audit Committee held eight formal meetings
in 2024. Each member of the Audit Committee (during the period for which he or she has been a member of the committee) attended seven
of the eight meetings held during 2024.

 Nominating Committee

 General

 The Nominating Committee is composed of Irma Lockridge
(chair), Ronald E. Estes and Michael E. Zacharia, each of whom is considered independent under the Nasdaq corporate governance
listing standards and is not considered an "interested person" of the Company as that term is defined in Section 2(a)(19) of
the 1940 Act.

 In accordance with its written charter adopted
by the Board, the Nominating Committee recommends to the Board persons to be nominated by the Board for election at meetings of our stockholders,
special or annual, if any, or to fill any vacancy on the Board that may arise between stockholder meetings. The Nominating Committee also
makes recommendations with regard to the tenure of the directors and is responsible for overseeing an annual evaluation of the Board and
its committee structure to determine whether the structure is operating effectively. The Nominating Committee will consider for nomination
to the Board candidates submitted by our stockholders or from other sources it deems appropriate.

 The Nominating Committee held one formal meeting
in 2024 and acted on various occasions by unanimous written consent. Each member of the Nominating Committee (during the period for which
he or she has been a member of the committee) attended all of the meetings held during 2024.

 Compensation Committee

 The Compensation Committee is composed of Michael
E. Zacharia (chair), Richard P. Hamada and Ronald E. Estes, each of whom is considered independent under the Nasdaq corporate
governance listing standards and is not considered an "interested person" of the Company as that term is defined in Section 2(a)(19) of
the 1940 Act.

 In accordance with its written charter adopted
by the Board, the Compensation Committee oversees our overall compensation strategies, plans, policies and programs, including determining
the compensation for our executive officers and the amount of salary, bonus and stock-based compensation to be included in the compensation
package for each of our executive officers. The Compensation Committee also assesses our compensation-related risks. The Compensation
Committee has the authority to engage the services of outside advisers, experts and others as it deems necessary to assist the committee
in connection with its responsibilities.

 In 2021 and 2024, the Compensation Committee engaged
Mercer and FW Cook, respectively, each an independent third-party compensation consultant, to perform certain services related to our
executive officer and non-employee director compensation, including but not limited to development and annual review of a compensation
peer group, benchmarking of executive officer and non-employee director compensation and compensation-related governance matters. In choosing
each of Mercer and FW Cook as its independent consultant, the Compensation Committee considered the six factors referenced in Item 407(e)(3)(iv) of
Regulation S-K, including (1) the Compensation Committee's provision of other services to the Company; (2) the amount
of fees the Compensation Committee receives from the Company; (3) the Compensation Committee's policies and procedures that
are designed to prevent conflicts of interest; (4) any business or personal relationships between each of Mercer and FW Cook and
any member of the Compensation Committee; (5) any stock of the Company owned by each of Mercer and FW Cook; and (6) any business
or personal relationships between each of Mercer and FW Cook or the Compensation Committee with an executive officer of the Company.

 The Compensation Committee held six formal meetings
in 2024 and acted on various occasions by unanimous written consent. Each member of the Compensation Committee (during the period for
which he or she has been a member of the committee) attended all of the meetings held during 2024.

 Code of Business Conduct and Ethics

 The Company has adopted a Code of Business Conduct
and Ethics that applies to the Company's executive officers, including its Chief Executive Officer and Chief Financial Officer,
as well as every officer, director and employee of the Company. The Company's Code of Business Conduct and Ethics can be accessed
on the Company's website at www.trinitycapital.com.

 There have been no material changes to the Company's
corporate code of ethics or material waivers of the code that apply to the Company's Chief Executive Officer or Chief Financial
Officer. If the Company makes any substantive amendment to, or grants a waiver from, a provision of its Code of Business Conduct and Ethics,
the Company will promptly disclose the nature of the amendment or waiver on its website at www.trinitycapital.com and will file
a Current Report on Form 8-K with the SEC.

 Insider Trading Policy

 The Company has also adopted an insider trading
policy that applies to directors, officers and employees, a copy of which is included as an exhibit to our Annual Report on Form 10-K
filed with the SEC on February 26, 2025. The insider trading policy has been reasonably designed to promote compliance with insider trading
laws, rules and regulations, and any listing standards applicable to the Company.

 Involvement in Certain Legal Proceedings

 There were no legal proceedings of the type described
in Items 401(f)(7) and (8) of Regulation S-K.

 DELINQUENT SECTION 16(A) REPORTS

 Section 16(a) of the Exchange Act
requires our directors and executive officers, and any persons who own 10% or more of our voting stock, to file reports of ownership
and changes in ownership of our equity securities with the SEC. Directors, executive officers and 10% or more holders are required
by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely on a review of the copies of
those forms filed with the SEC, or written representations that no such forms were required, we believe that our directors, executive
officers and 10% or more beneficial owners complied with all Section 16(a) filing requirements during the year ended December 31,
2024, except for Form 4s for Ms. Stanton, Messrs. K. Brown, Harder, Kundich, Testa, and S. Brown, which reported the vesting
of restricted shares and were filed late by the Company on their behalf through an administrative error, along with one Form 5 for
Mr. Estes that was filed by the Company on his behalf to report a transaction that was erroneously unreported through administrative
error, and one Form 4 for Mr. Harder that was filed by the Company on his behalf to report a gift that was erroneously unreported
through administrative error.

 Item 11. Executive Compensation

 DIRECTOR COMPENSATION

 Independent Director Fees

 In 2024, we paid each Independent Director an annual
fee of $120,000 per year for serving as a director. These directors are Ms. Lockridge and Messrs. Estes, Hamada and Zacharia. We also
paid annual retainer fees to the chairs of the Board's committees in 2024 as follows:

 Audit Committee Chair: $20,000 per year;

 Compensation Committee Chair: $15,000 per year; and

 Nominating Committee Chair: $10,000 per year.

 In addition, we paid an annual retainer fee to
the lead Independent Director of $20,000 per year. We are also authorized to pay the reasonable out-of-pocket expenses of each Independent
Director incurred by such director in connection with the fulfillment of his or her duties as a director. The Compensation Committee periodically
reviews the compensation of our Independent Directors and recommends any changes to the Board for approval.

 Directors who are also employees of the Company
and therefore "interested persons" (as such term is defined in Section 2(a)(19) of the 1940 Act) do not receive
compensation for their services as directors. For a discussion of the compensation of our interested directors and executive officers,
see "Executive Compensation" below.

 Non-Employee Director 2019 Restricted Stock Plan

 On May 27, 2021, we received exemptive relief
from the SEC (the "SEC Exemptive Order") that allows us to issue restricted stock to our non-employee directors under the
Trinity Capital Inc. 2019 Non-Employee Director Restricted Stock Plan, (as amended, the "2019 Restricted Stock Plan"),
subject to the terms and conditions of such exemptive relief and such equity incentive plan. The 2019 Restricted Stock Plan was initially
approved by our Board on October 17, 2019 and by our stockholders on June 17, 2021 at our 2021 annual meeting of stockholders
(the "2021 Annual Meeting), and became effective as of such date of stockholder approval (June 17, 2021). An amendment to the
2019 Restricted Stock Plan to increase the number of shares available for issuance thereunder to 120,000 shares was approved by our Board
on April 23, 2024 and by our stockholders on June 12, 2024 at our 2024 Annual Meeting, which amendment became effective as of
such date of stockholder approval (June 12, 2024). The 2019 Restricted Stock Plan provides for grants of restricted stock awards
("Non-Employee Director Awards") to our non-employee directors (the "Non-Employee Director Participants"), which
are directors who are not "interested persons" of the Company (as such term is defined in Section 2(a)(19) of the
1940 Act) in accordance with the SEC Exemptive Order. The Non-Employee Director Participants will have the right to receive dividends
on such awarded restricted stock, unless and until the restricted stock is forfeited.

 Subject to certain adjustments under the 2019 Restricted
Stock Plan, the total number of shares of the Company's common stock that may be subject to Non-Employee Director Awards is 120,000 shares.
The 2019 Restricted Stock Plan is administered by the Compensation Committee, subject to the discretion of the Board.

 The 2019 Restricted Stock Plan provides a means
through which we may attract and retain qualified independent directors to enter into and remain in service on the Board. Under the 2019
Restricted Stock Plan, at the beginning of each one-year term of service on the Board, each Independent Director may, at the discretion
of the Compensation Committee, receive a grant of shares of restricted stock in an amount determined by the Compensation Committee. These
restricted shares are subject to forfeiture provisions that will lapse as to an entire award at the end of the one-year term.

 The 2019 Restricted Stock Plan will terminate on
the day prior to the tenth anniversary of the date it was initially approved by the Company's stockholders, unless terminated
sooner by action of the Board.

 As detailed below, during the year ended December 31,
2024, the Company granted 13,340 shares of restricted stock under the 2019 Restricted Stock Plan. The Company determined that the
fair value of such restricted stock granted during the year ended December 31, 2024 was approximately $0.2 million and recognized
total share-based compensation expenses of approximately $0.2 million for the year. As of December 31, 2024, there was approximately
$0.1 million of total unrecognized compensation costs related to non-vested restricted stock awards.

 Director Summary Compensation Table

 The following table sets forth the compensation
that we paid to each Independent Director for his or her services as a director during the fiscal year ended December 31, 2024.

 Name

 Fees
 Earned or
 Paid in Cash

 Stock
 Awards

 Option
 Awards

 All Other
 Compensation

 Total

 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

 EXECUTIVE COMPENSATION

 Overview

 Our executive compensation program is designed
to encourage our executive officers to think and act like our stockholders. As an internally managed BDC, we aim to incentivize our executive
officers to maintain the Company's financial well-being and avoid an inappropriate focus on short-term profits that could jeopardize
the Company's long-term performance. Our executive compensation arrangements and incentive compensation programs are designed to
encourage and reward the following:

 pursuing attractively priced investment opportunities in all
types of securities within our investment strategy and objective;

 accomplishing our investment objective;

 ensuring we allocate capital in the most effective manner
possible; and

 creating and growing stockholder value.

 Our Compensation Committee adopts, reviews and
approves all of our executive compensation arrangements and policies.

 In 2024, our senior management team consisted of
Messrs. S. Brown, K. Brown, Harder, Kundich, and Testa, and Ms. Stanton. We refer to Messrs. S. Brown, K. Brown and
Harder as the named executive officers, or "NEOs", for the fiscal year ended December 31, 2024. As part of the Company's
long-term succession plans, effective January 1, 2024, Kyle Brown succeeded Steven Brown as Chief Executive Officer of the Company,
and Steven Brown assumed a newly created role of Executive Chairman. In addition, effective January 5, 2024, Michael Testa succeeded
David Lund as Chief Financial Officer and Treasurer of the Company. We have entered into certain employment offer letters with each of
the NEOs (the "NEO Agreements"), as well as certain of our other senior management team members referenced above, regarding
their compensation packages.

 The Company does not have a specific policy on
the timing of awards of options in relation to the disclosure of material nonpublic information by the Company, but its practice is not
to grant such stock options, stock appreciation rights or similar option-like instruments while in possession of material non-public information.
The Company did not grant awards of stock options, stock appreciation rights or similar option-like instruments during the fiscal year
ended December 31, 2024. Accordingly, there is nothing to report under Item 402(x) of Regulation S-K.

 Executive Compensation Philosophy

 Overview.

 Our performance-driven executive
compensation program primarily consists of the following three components:

 base salary;

 discretionary annual cash bonuses; and

 equity and equity-based compensation pursuant to the 2019
Long-Term Incentive.

 We carefully design each NEO's compensation
package to appropriately reward the NEO for his contribution to the Company and align with the interests of our stockholders, as well
as to comply with the 1940 Act. This is not a mechanical process, and our Compensation Committee uses its judgment and experience,
working in conjunction with our Chief Executive Officer and with input from its independent third-party compensation consultant, to determine
the appropriate level and mix of compensation for each NEO. Cash compensation, consisting of base salary and discretionary annual
cash bonuses tied to individual and corporate performance metrics set each year by the Compensation Committee, is intended to incentivize
NEOs to remain employed with us and to work towards achieving our corporate goals. Equity and equity-based compensation may be awarded
based on performance expectations set by the Compensation Committee for each individual and, over time, on his or her performance against
those expectations. We continually assess our mix of short-term cash compensation and longer-term equity-based compensation to encourage
retention of key employees and align their interests with our stockholders.

 Base salary. Base
salary is set at a level to recognize the particular experience, skills, knowledge and responsibilities required of the NEOs in their
roles. In connection with determining the 2024 annual base salaries of the NEOs, the Compensation Committee and management considered
several factors, including the seniority of the individual, the functional role of the position, the level of the individual's responsibility,
the ability to replace the individual, and the number of well-qualified candidates available for the role. In addition, we considered
the annual base salaries paid to comparably situated executive officers of similar entities and other competitive market practices, with
input from the Compensation Committee's third-party compensation consultant.

 The annual base salaries of the NEOs are reviewed
annually and at the time of promotion or other changes in roles or responsibilities. The leading factors in determining increases in annual
base salary level are relative performance, relative cost of living and market competitiveness. In 2024, the Compensation Committee approved
the following adjustments to salaries for our NEOs: for Mr. S. Brown, from $750,000 to $650,000 in connection with his transition
to Executive Chairman; for Mr. K. Brown, from $650,000 to $750,000 in connection with his promotion to Chief Executive Officer;
and for Mr. Harder, from $500,000 to $650,000 with respect to his first full calendar year serving as Chief Operating Officer.

 Annual cash 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. These bonuses are determined on a discretionary basis by the Compensation Committee based upon company performance, individual
performance and other metrics set by the Compensation Committee, with our management's input. For 2024, the Compensation Committee
approved the following adjustments to target bonuses for our NEOs: for Mr. S. Brown, from $975,000 to $950,000; for Mr. K. Brown,
from $825,000 to $1,650,000; and for Mr. Harder, from $500,000 to $650,000.

 The 1940 Act requires that discretion is maintained
by the Compensation Committee with respect to incentive compensation paid to executive officers. Therefore, the Compensation Committee
may consider certain established factors when determining NEOs' annual cash bonuses, but the incentive compensation framework may
not be formulaic or automatic. Our Compensation Committee established certain metrics to consider when determining the NEO cash bonuses
for 2024 performance, which were paid in 2025, including but not limited to:

 net investment income for the applicable fiscal year;

 return on average equity for the applicable fiscal year;

 dividend yield for the applicable fiscal year;

 net asset value growth for the applicable fiscal year; and

 assets under management growth for the applicable fiscal year.

 Our Compensation Committee will also consider operational
metrics, such as deployment of capital, capitalization, portfolio activity and growth in total assets, as well as other strategic items
of importance for a particular year.

 In evaluating the performance of our NEOs to determine
their 2024 cash bonus amounts, the Compensation Committee compared our performance (particularly with respect to the metrics enumerated
above) to our Board-approved annual operating plan and to the performance of a group of our BDC peers. 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 2024, which were
paid during the first quarter of 2025, at 110% of target.

 Long-Term Incentive Awards

 Generally.

 We have adopted the 2019 Long-Term Incentive Plan
to provide equity and equity-based awards as long-term incentive compensation to our executive officers and key employees.

 We use equity awards to:

 attract and retain key officers and employees;

 motivate our officers and employees by means of performance-related
incentives to achieve long-range performance goals;

 enable our officers and employees to participate in our long-term
growth; and

 link our officers' and employees' compensation
to the long-term interests of our stockholders.

 Subject to the terms of the 2019 Long-Term Incentive
Plan, the Compensation Committee determines the persons to receive equity and equity-based awards. At the time of each award, the Compensation
Committee determines the terms of the award, including any performance period (or periods) and any performance objectives relating to
the award, subject to the terms and conditions set forth in the 2019 Long-Term Incentive Plan.

 Grant Practices for Executive Officers. Annual
equity awards to executive officers are typically granted in the form of restricted stock during the first quarter of the year and
typically vest over four years. In March 2024, the Compensation Committee granted annual awards of restricted stock to our
NEOs. In determining the amounts of such awards, the Compensation Committee considered competitive long-term incentive amounts, the
desired pay mix to balance annual and long-term outcomes, each NEO's individual performance in 2023, the Company's
performance against its peers in 2023, and the achievement of certain strategic and operational goals for the year.

 In addition, the Compensation Committee moved forward
to December 2024 the annual grants of restricted stock awards to our NEOs that would typically be granted in March 2025 ("Pull
Forward Grants"). To further align our NEOs' overall compensation with long-range performance goals, long-term growth and
the long-term interests of our stockholders, and with respect to certain limitations related to the types and amounts of equity awards
permitted under our 2019 Long-Term Incentive Plan, the Compensation Committee considered and determined to approve special one-time grants
of stock options to certain of our NEOs, including Messrs. K. Brown and Harder, in lieu of grants of restricted stock in March 2025.
As a result, Mr. Harder received his full annual award of restricted stock in December 2024, and Messrs. K. and S. Brown
received a portion of their annual awards of restricted stock in December 2024. The balance of Mr. K. Brown's annual
award was issued in the form of restricted cash, and the balance of Mr. S. Brown's annual award was issued in the form
of restricted stock, each on March 14, 2025, the same day our general employee base received their annual equity awards. The
Compensation Committee determined to approve an award of restricted cash for the balance of Mr. K. Brown's annual award
given its desire to include him in the special one-time grant of stock options, which would consume the individual limit on grants of
awards in any calendar year under our 2019 Long-Term Incentive Plan, and an award of restricted stock for the balance of Mr. S. Brown's
annual award because he would not participate in the special one-time grant of stock options due to his Executive Chairman role. The Compensation
Committee approved a vesting schedule for all Pull Forward Grants, other than for Mr. K. Brown, that matches the vesting schedule
that would have applied if the grants were made in full and in normal course in March 2025 (i.e., 25% of the shares vest on March 15,
2026, with the remaining shares vesting in quarterly installments over the next three years). For Mr. K. Brown, the Compensation
Committee approved a combined four-year vesting period for his restricted cash award and his Pull Forward Grant, with the restricted cash
vesting in years one and two after grant and the Pull Forward Grant vesting in years three and four. The Compensation Committee
adopted this vesting schedule for Mr. K. Brown to preserve the same level of total retention as an award made wholly in restricted
stock.

 Restricted stock and restricted stock units.

 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 (together with incentive stock options, "Options")
to certain of the Company's executive officers, employee directors and other employees (collectively, the "Employee Participants")
under the 2019 Long-Term Incentive Plan, subject to the terms and conditions of the SEC Exemptive Order and such equity incentive plan.
The 2019 Long-Term Incentive Plan was initially approved by our Board on October 17, 2019 and by our stockholders on June 17,
2021 at our 2021 Annual Meeting, and became effective as of such date of stockholder approval (June 17, 2021). An amendment to the
2019 Long-Term Incentive Plan to increase the number of shares available for issuance thereunder to 9.4 million shares was approved
by our Board on April 23, 2024 and by our stockholders on June 12, 2024 at our 2024 Annual Meeting, which amendment became effective
as of such date of stockholder approval (June 12, 2024).

 Our 2019 Long-Term Incentive Plan provides a means
through which we may attract and retain qualified employees to enter into and remain in service to the Company. Each grant of restricted
stock allows for a fixed number of shares as set forth in an award agreement between the grantee and us. Award agreements set forth time
and/or performance vesting schedules and other appropriate terms and/or restrictions with respect to awards, including rights to distributions
and voting rights. While the 2019 Long Term Incentive Plan contemplates grants of restricted stock, restricted stock units, Options, dividend
equivalent rights, performance awards and other stock-based awards to the Employee Participants, the Company only sought and received
exemptive relief from the SEC pursuant to the SEC Exemptive Order to grant awards of restricted stock and Options. As a result, the Company
will only grant awards of such securities under the 2019 Long Term Incentive Plan. The Employee Participants will have the right to receive
dividends on such awarded restricted stock, unless and until the restricted stock is forfeited.

 During the year ended December 31, 2024, the
Company granted 1,080,698 shares, net of 260,154 retired shares, of restricted stock of the 9.4 million authorized under the 2019
Long Term Incentive Plan. The Company determined that the fair value of such restricted stock granted during the year ended December 31,
2024 was approximately $19.6 million and recognized total share-based compensation expense of $10.3 million for the year. As
of December 31, 2024, there was approximately $26.3 million of total unrecognized compensation costs related to non-vested restricted
stock awards. These costs are expected to be recognized over a weighted average period of three years.

 The 2019 Long-Term Incentive Plan will terminate
on the day prior to the tenth anniversary of the date it was initially approved by the Board, unless terminated sooner by action
of the Board or the Compensation Committee, as applicable.

 Equity Compensation Plan Information

 Set forth in the table below is a list of all of
the Company's equity compensation plans and certain information about the number of shares that were subject to outstanding equity
awards under such equity compensation plans and the shares remaining available for issuance thereunder as of December 31, 2024.

 Plan Category

 securities to
 be issued
 upon
 exercise of
 outstanding
 options,
 warrants and

 rights (1)

 (a)

 Weighted-
 average
 exercise price
 of outstanding
 options,

 warrants and

rights (1)

 (b)

 securities
 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, as Amended

 —

 $
 —

 5,955,776

 Trinity Capital Inc. 2019 Non-Employee Director Restricted Stock Plan, as Amended

 —

 $
 —

 60,012

 Equity compensation plans not approved by security holders

 —

 —

 —

 Total

 —

 —

 6,015,788

 (1)
 As of December 31, 2024, the Company had not issued any
options, warrants and/or rights and none were outstanding under any of the above equity compensation plans. The Company had only issued
and had outstanding shares of restricted stock under such equity compensation plans as of December 31, 2024.

 Competitive Market Review

 We consider competitive market practices with respect
to the salaries and total compensation of our NEOs. We review the market practices of internally managed BDCs and other relevant companies
including by reviewing public filings. As discussed under "Compensation Committee", the Compensation Committee has engaged
Mercer and FW Cook, each an independent third-party compensation consultant, to perform certain services related to our executive officer
compensation, including but not limited to development and annual review of a compensation peer group, annual benchmarking of executive
officer compensation, and other compensation-related governance matters.

 In determining 2024 NEO compensation, the Compensation
Committee considered Mercer's and FW Cook's executive benchmarking reports, which compared our executive officer compensation
to that of the comparator peer group approved by the Compensation Committee, which is made up of internally managed BDCs, internally managed
real estate investment trusts, and broader financial services organizations of comparable size to the Company. Selection criteria for
comparator peer group companies included publicly traded status, geography, industry, size, organizational structure and disclosure of
compensation data. The comparator peer group is believed to reflect the labor market for our executive officers and has a similar investor
base.

 Pay for Performance Alignment

 We believe that our executive compensation program
appropriately aligns executive compensation with both company and individual performance. As described above, the Compensation Committee
considers a number of individual and corporate performance factors and metrics each year in setting executive compensation and determining
incentive compensation payout levels. The Compensation Committee considers, among other things, our net investment income, return on average
equity, dividend yield, net asset value growth, assets under management growth, deployment of capital, capitalization, portfolio activity
and growth in total assets, as well as other strategic items of importance, for the relevant year against our BDC peers. The objective
in analyzing these performance factors is to ensure that executive compensation is appropriately tied to the Company's performance
in a given year. Although we are an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012 and therefore not subject to an annual "say-on-pay" advisory vote, we regularly engage with our stockholders
to solicit feedback on our executive compensation program and policies.

 Based on stockholder feedback received during 2023,
the Compensation Committee's comprehensive assessment of our corporate performance in 2023 and 2024, and the change in executive
positions of Messrs. S. Brown and K. Brown in 2024 and Mr. Harder serving his first full calendar year as Chief Operating
Officer in 2024, the Compensation Committee adjusted 2024 salaries and target bonus opportunities for our NEOs and approved the 2024 annual
long-term incentive awards for our NEOs, as discussed above. We believe that our 2024 executive compensation appropriately balances stockholder
feedback with a desire to create meaningful performance and retention incentives for our NEOs.

 Severance

 Upon certain terminations of employment, the NEO
Agreements provide that the certain NEOs may receive severance payments and equity and equity-based awards under our 2019 Long-Term Incentive
Plan may vest and/or become immediately exercisable or salable as described herein.

 2019 Long-Term Incentive Plan.

 Under the 2019 Long-Term Incentive Plan, upon specified
covered transactions involving a change in control (as defined in the 2019 Long-Term Incentive Plan), all outstanding awards under the
2019 Long-Term Incentive Plan will be subject to accelerated vesting in full and then terminated to the extent not exercised within a
designated time period.

 Severance.

 The following discussion regarding severance payments
applies only to certain NEOs with whom we have entered into NEO Agreements. See the section below entitled "NEO Agreements"
for more information regarding severance payments.

 The rationale behind providing severance packages
under certain circumstances described below 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 "2024 Potential Payments Upon Termination of Employment
Table."

 Conclusion

 Our compensation policies are designed to retain
and motivate our NEOs and to ultimately reward them for outstanding performance which grows the value of the Company. We believe the retention
and motivation of our NEOs will enable us to grow strategically and position ourselves competitively in our market.

 NEO Summary Compensation Table

 The following table shows the compensation paid
or accrued to our NEOs during the fiscal years ended December 31, 2024, December 31, 2023 and December 31, 2022.

 Name and Principal Position

 Year

 Salary

($)

 Bonus

($) (1)(2)(3)

 Stock
 Awards

 ($)

 Option

Awards

($)

 Non-Equity

Incentive Plan

Compensation

($)

 Nonqualified

deferred

compensation

earnings

($)

 All Other

Compensation

($) (4)(5)

 Total

($)

 2024

 733,333

 1,815,000

 4,410,811

 13,800

 6,972,944

 Chief Executive Officer, President and

 2023

 650,000

 1,343,400

 2,673,982

 13,200

 4,680,582

 Chief Investment Officer, and Director (6)

 2022

 650,000

 1,255,350

 3,599,992

 20,500

 5,525,842

 Steven L. Brown

 2024

 666,667

 1,045,000

 4,398,649

 13,800

 6,124,115

 Executive Chairman and Director (6)

 2023

 750,000

 1,587,800

 2,822,541

 13,200

 5,173,541

 2022

 750,000

 1,483,450

 3,799,997

 —

 6,033,447

 Gerald Harder

 2024

 625,000

 715,000

 1,759,998

 13,800

 3,113,798

 Chief Operating Officer

 2023

 500,000

 792,800

 742,769

 13,200

 2,048,769

 2022

 500,000

 732,200

 999,992

 27,000

 2,259,192

 (1)
 Includes discretionary annual cash bonuses earned by the NEOs
in the fiscal years ended December 31, 2024, December 31, 2023, and December 31, 2022, 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."

 (2)
 In addition to their discretionary annual cash bonuses, in the
fiscal year ended December 31, 2023, Messrs. S. Brown, K. Brown and Harder received discretionary cash bonuses of $417,800,
$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.

 (3)
 In addition to their discretionary annual cash bonuses, in the
fiscal year ended December 31, 2022, Messrs. S. Brown, K. Brown and Harder received discretionary cash bonuses of $557,200,
$471,600 and $257,200, respectively, in connection with the Company's January 2022 $50.8 million realized gain from the
liquidation of equity positions in two portfolio companies.

 (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.

 (5)
 Reflects employer matching contributions under the Company's
401(k) plan.

 (6)
 As part of the Company's long-term succession plans, effective
January 1, 2024, Kyle Brown succeeded Steven Brown as Chief Executive Officer of the Company, and Steven Brown assumed a newly created
role of Executive Chairman.

 NEO Outstanding Equity Awards at Fiscal Year-End

 Name

 Option Awards

 Stock Awards

 securities
 underlying
 unexercised

 options (#)

exercisable

securities

underlying

unexercised

options (#)

unexercisable

 Equity
 incentive
 plan awards:

securities

underlying

 unexercised,

unearned

options (#)

 Option

Exercise

Price

($)

 Option

Expiration

Date

shares

or units

of stock

that have

 not vested

(#)

 Market

value of

shares of

units of

stock

that have

 not vested

($)

 Equity

incentive

plan

awards:

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

($)

 Steven L. Brown

 —

 —

 —

 —

 —

 492,198

 7,122,105

 —

 —

 —

 —

 —

 —

 —

 482,081

 6,975,712

 —

 —

 Gerald Harder

 —

 —

 —

 —

 —

 170,728

 2,470,434

 —

 —

 (1)
 Market value of shares of units of stock that have not vested
as of December 31, 2024 valued at the closing stock price on December 31, 2024 (the last trading day prior to the
Company's fiscal year end) of $14.47.

 NEO Agreements

 As described above, we entered into the NEO Agreements
with our NEOs. On March 14, 2025, we entered into amended and restated NEO Agreements (the "A&R NEO Agreements")
as discussed below under "Amended and Restated NEO Agreements." Each of such agreements provide for employment "at will"
and specify an initial base salary subject to annual review by the Compensation Committee.

 In addition to their annual base salaries, the NEOs
will be eligible to receive discretionary annual cash bonuses as may be declared from time to time by the Compensation Committee, which
bonuses will be based on individualized performance and other metrics. The Compensation Committee will establish such performance objectives,
as well as determine the actual bonus awarded to each NEO, annually.

 Certain NEO Agreements also provided for certain
severance and other benefits upon certain terminations of employment for a period of five years following the commencement of the
NEO's employment, which time period was removed in the A&R NEO Agreements. The severance and other benefits in these circumstances
under the NEO Agreements, as of December 31, 2024, are reflected in the discussion above and the table below entitled "2024
Potential Payments upon Termination of Employment Table."

 The NEO Agreements and the A&R NEO Agreements
provide for, to the extent permitted by applicable law, a non-competition period and other restrictive covenants after termination of
employment. In addition, these agreements provide for, to the extent permitted by applicable law, a non-solicitation period after any
termination of employment and for perpetual protection of confidential company information.

 Under the NEO Agreements, the NEOs were entitled
to certain payments upon certain terminations of employment, including if a termination occurred in connection with a change in control.
The following table sets forth those potential payments with respect to each applicable NEO if their employment had terminated on December 31,
2024:

 2024 Potential Payments upon Termination of Employment Table

 Name

 Benefit

 Death (3)

 Disability (3)

 Termination
 Without

 Cause or

Good

Reason (3)

 Within One

Year

After Change

in Control;

Termination

Without

Cause or

Good

Reason (3)

 Steven L. Brown

 Severance (1)

 $
 1,444,444

 $
 1,444,444

 $
 1,444,444

 $
 1,444,444

 Bonus (2)

 2,094,167

 2,094,167

 2,094,167

 2,094,167

 Equity Award Acceleration (3)

 7,141,167

 7,141,167

 7,141,167

 7,141,167

 Severance (1)

 1,355,555

 1,355,555

 1,355,555

 1,355,555

 Bonus (2)

 2,392,500

 2,392,500

 2,392,500

 2,392,500

 Equity Award Acceleration (3)

 7,003,090

 7,003,090

 7,003,090

 7,003,090

 Gerald Harder

 Severance (1)

 541,667

 541,667

 541,667

 541,667

 Bonus (2)

 596,667

 596,667

 596,667

 596,667

 Equity Award Acceleration (3)

 2,483,142

 2,483,142

 2,483,142

 2,483,142

 (1)
 Severance pay includes an employee's annual base salary
(as averaged over three years or employee's most recent annual base salary if less than three years) and applicable multiple
thereof paid in lump sum.

 (2)
 Bonus compensation includes an employee's annual bonus
(as averaged over last three years or employee's most recent annual bonus if less than three years) and applicable multiple
thereof plus, 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, 2024, and the NEO would already
be entitled to receive that bonus for that fiscal year.

 (3)
 Upon these termination events, the employee will also become
fully vested in any previously unvested equity or equity-based compensation and receive company paid employer contributions towards COBRA
continuation coverage for a period of time, paid in lump sum.

 Amended and Restated NEO Agreements

 As discussed above, we entered into the A&R
NEO agreements with our NEOs on March 14, 2025, which supersede and replace the NEO Agreements.

 The A&R NEO Agreements provide for employment
"at will" and specify an initial base salary of (i) $750,000 for Mr. K. Brown, (ii) $500,000 for Mr. S. Brown
and (iii) $650,000 for Mr. Harder, each of which is subject to annual review and adjustment by the Compensation Committee.

 In addition to their annual base salaries, under
the A&R NEO Agreements, each NEO will be eligible to receive a discretionary annual (i) cash bonus and (ii) grant of restricted
stock or other equity awards under the 2019 Long-Term Incentive Plan, each as determined and approved by the Compensation Committee. Under
the A&R NEO Agreements, the NEOs are also eligible to participate in the Company's employee benefits plans (including life,
health and accident insurance and disability programs), subject to the terms and conditions of the applicable plans.

 Under the 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 will receive, (i) an amount
equal to the NEO's monthly base salary, for a period of twenty-four (24) months for each of Messrs. K. Brown and S. Brown,
which will increase to a lump sum payment of three (3) times their respective annual base salaries in the event that such termination
occurs within the twenty-four (24) month period following certain "Covered Transactions" (as defined in the 2019 Long-Term
Incentive Plan), and twelve (12) months of continued base salary for the other NEOs, which will increase to a lump sum payment of
two (2) times their respective annual base salaries in the event that such termination occurs within the twenty-four (24) month
period following certain Covered Transactions, (ii) any earned but unpaid annual bonus with respect to the calendar year ending on
or preceding the date of termination, (iii) 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, provided that, in the event that any such termination occurs within the twenty-four (24) month period following a
Covered Transaction, such amount will be equal to one (1) times the average of the NEO's most recent three annual bonuses (or
two (2) times such amount in the case of Messrs. K. Brown and S. Brown), to be paid in a lump sum within sixty (60) days
following such termination of employment, (iv) accelerated vesting of outstanding awards under the 2019 Long-Term Incentive Plan
for any portion of such awards that would have become vested within two (2) years of the NEO's termination date, provided that
such acceleration would include the entire unvested portion of such awards in the case of Mr. S. Brown and in the event that
such termination occurs within the twenty-four (24) month period following a Covered Transaction for the other NEOs and (v) if
the NEO elects COBRA coverage under the Company's group health plan, a payment equal to the Company's monthly portion of premiums
for a period of twenty-four (24) months for each of Messrs. K. Brown and S. Brown and twelve (12) months for the other
NEOs, which will increase to a lump sum payment of thirty-six (36) months and twenty-four (24) months, respectively, in the
event that such termination occurs within the twenty-four (24) month period following a Covered Transaction. The payment of any such
severance described above is 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.

 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
and, in the case of Mr. S. Brown, accelerated vesting of all of his then-outstanding time-based equity awards under the 2019
Long-Term Incentive Plan.

 The A&R NEO Agreements also include certain
confidentiality, non-competition and non-solicitation provisions and certain other restrictive covenants.

 Compensation Plans

 401(k) Pl an

 We maintain a 401(k) plan in which all full-time
employees who are at least 21 years of age and have three months of service are eligible to participate. Eligible employees
have the opportunity to contribute their compensation on a pretax salary basis into the 401(k) plan up to the Internal Revenue Service
("IRS") limits annually for the 2024 plan year, and to direct the investment of these contributions. Plan participants who
are age of 50 or older during the 2024 plan year are eligible to defer additional "catch up contributions" in amounts up to
IRS limits during 2024.

 The Board may also, at its sole discretion, provide
that the Company will make additional contributions to employee 401(k) plan accounts. Pursuant to such discretion, currently, the
Company matches 100% of employee contributions to 401(k) plan accounts in amounts up to, but not exceeding, 4% of the employee's
earnings.

 Executive Compensation Recovery, or "Clawback"

 We have adopted a Clawback Policy in accordance
with the requirements of Nasdaq Listing Rule 5608 and Rule 10D-1 under the Exchange Act. Our Clawback Policy provides for
the recovery of certain incentive-based compensation in the event of an accounting restatement of our financial statements in connection
with material non-compliance with any financial reporting requirement under U.S. Federal securities laws, including any required
accounting statement to correct a material error in previously issued financial statements. Under the Clawback Policy, we will promptly
recoup from covered executive officers, including our NEOs, erroneously awarded compensation received by any such covered executive officer
after the policy's effective date if we are required to prepare an accounting restatement.

 Compensation Committee Interlocks and Insider Participation

 During 2024, no member of the Compensation Committee
was an officer, former officer or employee of ours or had any relationship with the Company requiring disclosure under Item 404 of
Regulation S-K. Each member of the Compensation Committee is independent for purposes of the applicable listing standards of
Nasdaq and not an "interested person" of the Company (as such term is defined in Section 2(a)(19) of the 1940 Act).
In addition, no Compensation Committee interlocking relationships, as set forth under Item 407(e) of Regulation S-K, existed
during 2024 between any member of the Board, the Compensation Committee or our executive officers.

 Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters

 The following table sets forth, as of April 15,
2025, information with respect to the beneficial ownership of shares of our common stock by:

 each of our directors and executive officers;

 all of our directors and executive officers as a group; and

 each person, if any, known to us to beneficially own more
than 5.0% of the outstanding shares of our common stock.

 Beneficial ownership is determined in accordance
with the rules and regulations of the SEC. These rules generally provide that a person is the beneficial owner of securities if such
person has or shares the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof or has the right
to acquire such powers within 60 days. Ownership information for those persons who beneficially own 5.0% or more of our shares of
common stock pursuant to these rules is based upon reports filed by such persons with the SEC and other information obtained from such
persons, if available. The percentage of beneficial ownership in the following table is based on 64,654,247 shares of our common
stock outstanding as of April 15, 2025.

 Unless otherwise indicated, to our knowledge, each
stockholder listed below has sole voting and/or investment power with respect to the shares beneficially owned by the stockholder, except
to the extent authority is shared by their spouses under applicable law.

 Our directors are divided into two groups — interest
directors and Independent Directors. Interested directors are "interested persons" as defined in Section 2(a)(19) under
the 1940 Act independent directors are all other directors.

 Name and Address of Beneficial Owner

 Type of Ownership

Shares

Owned

Beneficially (1)

 Percentage of

Class

 Interested Directors

 Steven L. Brown (2)

 1,386,174

 2.14
 %

 Kyle Brown (3)

 1,081,929

 1.67
 %

 Independent Directors

 Irma Lockridge

 16,683

 *

 Richard P. Hamada

 97,070

 *

 Ronald E. Estes (4)

 34,673

 *

 Michael E. Zacharia (5)

 42,442

 *

 Executive Officers

 Gerald Harder (6)

 305,281

 *

 Ron Kundich

 220,576

 *

 Sarah Stanton

 144,970

 *

 Michael Testa

 101,617

 *

 Executive officers and directors as a group (10 persons) (7)

 3,431,415

 5.31
 %

 *
 Less than 1%

 (1)
 Beneficial ownership has been determined in accordance with
Rule 13d-3 under the Exchange Act.

 (2)
 Includes 845,428 shares held directly by Mr. S. Brown
and 540,746 shares held indirectly through the Steven and Patricia Brown Family Trust, dated March 19, 1998.

 (3)
 Includes 1,019,285 shares held directly by Mr. K. Brown,
10,825 shares held through KBIZ Corp., which he solely owns and controls, and 51,819 shares held indirectly through the Kyle and Amy
Brown Family Trust, dated February 4, 2019.

 (4)
 Includes 25,836 shares held directly by Mr. Estes and 8,837
shares held indirectly through the Estes Revocable Trust, dated January 12, 1990.

 (5)
 Includes 22,102 shares held directly by Mr. Zacharia and
20,340 shares held indirectly through the 2001 Michael E and Debra L Zacharia Trust, dated June 15, 2001.

 (6)
 Includes 285,493 shares held directly by Mr. Harder, 10,000
shares held by the Harder Family Living Trust, dated May 26, 2000, and 9,788 shares held indirectly through an IRA with the Millennium
Trust Co. LLC as custodian.

 (7)
 The address for each of the directors and officers is c/o Trinity
Capital Inc., 1 N. 1 st Street, Suite 302, Phoenix, Arizona 85004.

 For a description of our securities authorized
for issuance under equity compensation plans, see " Item 11—Executive Compensation—Equity Compensation Plan Information."

 Item 13. Certain Relationships and Related Transactions and Director
Independence

 We have established procedures to govern the review,
approval and monitoring of transactions involving the Company and certain persons related to it. As a BDC, the 1940 Act restricts us from
participating in transactions with any persons affiliated with the Company, including our officers, directors, and employees and any person
controlling or under common control with us.

 In order to ensure that we do not engage in any
prohibited transactions with any persons affiliated with the Company, our officers screen each of our transactions for any possible affiliations,
close or remote, between the proposed portfolio investment, the Company, companies controlled by us and our employees and directors.

 We will not enter into any agreements unless and
until the Board is satisfied that no affiliations prohibited by the 1940 Act exist or, if such affiliations exist, we have taken appropriate
actions to seek the review and obtain the approval of the Board and, if required, exemptive relief from the SEC for such transactions.

 We have entered into indemnification agreements
with our directors and executive officers. The indemnification agreements are intended to provide our directors and executive officers
with the maximum indemnification permitted under Maryland law and the 1940 Act. Each indemnification agreement provides that we will indemnify
the director or executive officer who is a party to the agreement, including the advancement of legal expenses, if, by reason of his or
her corporate status, such director or executive officer is, or is threatened to be, made a party to or a witness in any threatened, pending,
or completed proceeding, other than a proceeding by or in our right, to the maximum extent permitted by Maryland law and the 1940 Act.

 Director Independence

 For information regarding the independence of our
director and audit committee members, see " Item 10. Directors, Executive Officers and Corporate Governance."

 Item 14. Principal Accountant Fees and Services

 Fees

 Ernst & Young LLP also acted as the Company's
independent registered public accounting firm for the fiscal years ended December 31, 2024 and December 31, 2023. Set forth
in the table below are audit fees, audit-related fees, tax fees and all other fees billed to the Company by Ernst & Young LLP
for professional services performed for the fiscal years ended December 31, 2024 and December 31, 2023:

 For the
 fiscal year
 ended
 December 31,
 2024

 For the
 fiscal year
 ended
 December 31,
 2023

 Audit Fees

 $
 1,191,500

 $
 955,000

 Audit-Related Fees (1)

 $
 220,000

 $
 —

 Tax Fees

 $
 46,000

 $
 44,500

 All Other Fees (2)

 $
 —

 $
 —

 Total Fees

 $
 1,457,500

 $
 999,500

 (1)
 "Audit-Related Fees" are those fees billed to the
Company by Ernst & Young LLP for services provided by Ernst & Young LLP.

 (2)
 "All Other Fees" are those fees, if any, billed
to the Company by Ernst & Young LLP in connection with permitted non-audit services.

 Pre-Approval Policies and Procedures

 The Audit Committee has established a pre-approval
policy that describes the permitted audit, audit-related, tax and other services to be provided by Ernst & Young LLP, the Company's
independent registered public accounting firm. The policy requires that the Audit Committee pre-approve the audit and non-audit services
performed by the independent auditor in order to assure that the provision of such service does not impair the auditor's independence.

 Any requests for audit, audit-related, tax and
other services that have not received general pre-approval must be submitted to the Audit Committee for specific pre-approval, irrespective
of the amount, and cannot commence until such approval has been granted. Normally, pre-approval is provided at regularly scheduled meetings
of the Audit Committee. The Audit Committee does not delegate its responsibilities to pre-approve services performed by the independent
registered public accounting firm to management.

 Item 15. Exhibits and Financial Statement Schedules

 The following exhibits are filed as part of this
Annual Report on Form 10-K or hereby incorporated by reference to exhibits previously filed with the SEC:

 Exhibit

Number

 Description of Exhibits

 3.1+

 Articles of Amendment and Restatement (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on June 30, 2023).

 3.2+

 Bylaws (incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form 10 filed on January 16, 2020).

 4.1+

 Indenture, dated January 16, 2020, by and between Trinity Capital Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form 10 filed January 16, 2020).

 4.2+

 First Supplemental Indenture, dated January 16, 2020, relating to the 7.00% Notes due 2025, by and between Trinity Capital Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.4 to the Company's Registration Statement on Form 10 filed January 16, 2020).

 4.3+

 Form of 7.00% Notes due 2025 (included as part of and incorporated by reference to Exhibit 4.2 hereto).

 4.4+

 Third Supplemental Indenture, dated August 24, 2021, relating to the 4.375% Notes due 2026, by and between Trinity Capital Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed August 24, 2021).

 4.5+

 Form of 4.375% Notes due 2026 (included as part of and incorporated by reference to Exhibit 4.4 hereto).

 4.6+

 Fourth Supplemental Indenture, dated December 15, 2021, relating to the 4.25% Notes due 2026, by and between Trinity Capital Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed December 15, 2021).

 4.7+

 Form of 4.25% Notes due 2026 (included as part of and incorporated by reference to Exhibit 4.6 hereto).

 4.8+

 Fifth Supplemental Indenture, dated as of March 28, 2024, between the Company and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed March 28, 2024).

 4.9+

 Form of 7.875% Note due 2029 (included as part of and incorporated by reference to Exhibit 4.8 hereto).

 4.10+

 Sixth Supplemental Indenture, dated as of July 19, 2024, between the Company and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed July 19, 2024).

 4.11+

 Form of 7.875% Note due 2029 (included as part of and incorporated by reference to Exhibit 4.10 hereto).

 4.12+

 Description of Registrant's Securities.

 10.1+

 Amended and Restated Distribution Reinvestment Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed March 29, 2021).

 10.2+

 Custody and Account Agreement, dated January 8, 2020, by and between the Company and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.14 to the Company's Registration Statement on Form 10 filed January 16, 2020).

 10.3+

 Credit Agreement, dated as of October 27, 2021, relating to the KeyBank Credit Facility, by and among Trinity Capital Inc., as servicer, TrinCap Funding, LLC, as borrower, KeyBank National Association, as administrative agent and syndication agent, Wells Fargo, National Association, as collateral custodian and paying agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed November 1, 2021).

 10.4+

 First Amendment to Credit Agreement, dated as of December 22, 2021, relating to the KeyBank Credit Facility, by and among Trinity Capital Inc., as servicer, TrinCap Funding, LLC, as borrower, KeyBank National Association, as administrative agent and syndication agent, Wells Fargo, National Association, as collateral custodian and paying agent, and the lenders party thereto (incorporated by reference to Exhibit (k)(9) to the Company's Registration Statement on Form N-2 (File No. 333-261782) filed January 26, 2022).

 10.5+

 Second Amendment to Credit Agreement, dated as of April 13, 2022, relating to the KeyBank Credit Facility, by and among Trinity Capital Inc., as servicer, TrinCap Funding, LLC, as borrower, KeyBank National Association, as administrative agent and syndication agent, Wells Fargo, National Association, as collateral custodian and paying agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed April 19, 2022).

 10.6+

 Third Amendment to Credit Agreement, dated as of November 21, 2022, relating to the KeyBank Credit Facility, by and among Trinity Capital Inc., as servicer, TrinCap Funding, LLC, as borrower, KeyBank National Association, as administrative agent and syndication agent, Wells Fargo, National Association, as collateral custodian and paying agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed May 4, 2023).

 10.7+

 Fourth Amendment to Credit Agreement, dated as of March 2, 2023, relating to the KeyBank Credit Facility, by and among Trinity Capital Inc., as servicer, TrinCap Funding, LLC, as borrower, KeyBank National Association, as administrative agent and syndication agent, Wells Fargo, National Association, as collateral custodian and paying agent, and the lenders party thereto (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed May 4, 2023).

 10.8+

 Fifth Amendment to Credit Agreement, dated as of February 13, 2024, relating to the KeyBank Credit Facility, by and among Trinity Capital Inc., as servicer, TrinCap Funding, LLC, as borrower, KeyBank National Association, as administrative agent and syndication agent, Wells Fargo, National Association, as collateral custodian and paying agent, and the lenders party thereto (incorporated by reference to Exhibit 10.8 to the Company's Annual Report on Form 10-K filed March 6, 2024).

 10.9+

 Sixth Amendment to Credit Agreement, dated as of August 2, 2024, relating to the KeyBank Credit Facility, by and among Trinity Capital Inc., as servicer, TrinCap Funding, LLC, as borrower, KeyBank National Association, as administrative agent and syndication agent, Wells Fargo, National Association, as collateral custodian and paying agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed August 5, 2024).

 10.10+

 Joinder Agreement, dated September 19, 2024, by and between TrinCap Funding, LLC, as Borrower, Trinity Capital Inc., as Servicer, KeyBank National Association, as the Administrative Agent, and the Lenders party thereto (incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q filed October 30, 2024).

 10.11+

 Joinder Agreement, dated December 10, 2024, by and between TrinCap Funding, LLC, as Borrower, Trinity Capital Inc., as Servicer, KeyBank National Association, as the Administrative Agent, and the Lenders party thereto (incorporated by reference to Exhibit 10.11 to the Company's Annual Report on Form 10-K filed on February 26, 2025).

 10.12+

 Sale and Contribution Agreement, dated as of October 27, 2021, between the Company and TrinCap Funding, LLC (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed November 1, 2021).

 10.13#+

 Employment Offer Letter, dated January 16, 2020, by and between the Company and Steven L. Brown (incorporated by reference to Exhibit 10.6 to the Company's Registration Statement on Form 10 filed January 16, 2020).

 10.14#+

 Employment Offer Letter, dated January 16, 2020, by and between the Company and Kyle Brown (incorporated by reference to Exhibit 10.7 to the Company's Registration Statement on Form 10 filed January 16, 2020).

 10.15#+

 Employment Offer Letter, dated January 16, 2020, by and between the Company and Gerald Harder (incorporated by reference to Exhibit 10.8 to the Company's Registration Statement on Form 10 filed January 16, 2020).

 10.16#+

 2019 Trinity Capital Inc. Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed June 23, 2021).

 10.17#+

 Form of Restricted Stock Agreement (2019 Trinity Capital Inc. Long Term Incentive Plan) (incorporated by reference to Exhibit 4.4 to the Company's Registration Statement on Form S-8 filed September 14, 2021).

 10.18#+

 Trinity Capital Inc. 2019 Non-Employee Director Restricted Stock Plan (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed June 23, 2021).

 10.19#+

 Form of Restricted Stock Agreement (Trinity Capital Inc. 2019 Non-Employee Director Restricted Stock Plan) (incorporated by reference to Exhibit 4.6 to the Company's Registration Statement on Form S-8 filed September 14, 2021).

 10.20#+

 Amendment No. 1 to the 2019 Trinity Capital Inc. Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 14, 2024).

 10.21#+

 Amendment No. 1 to the Trinity Capital Inc. 2019 Non-Employee Director Restricted Stock Plan (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on June 14, 2024).

 10.22+

 Form of Indemnification Agreement (Directors) (incorporated by reference to Exhibit 10.12 to the Company's Registration Statement on Form 10 filed January 16, 2020).

 10.23+

 Form of Indemnification Agreement (Officers) (incorporated by reference to Exhibit 10.13 to the Company's Registration Statement on Form 10 filed January 16, 2020).

 10.24+

 Transfer Agency Agreement and Registrar Services Agreement, dated November 1, 2019, by and between the Company and American Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 10.15 to the Company's Registration Statement on Form 10 filed January 16, 2020).

 10.25+

 Open Market Sale Agreement, dated December 1, 2023, by and between Trinity Capital Inc. and Jefferies LLC (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed December 1, 2023).

 10.26+

 Open Market Sale Agreement, dated December 1, 2023, by and between Trinity Capital Inc. and B. Riley Securities, Inc (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed December 1, 2023).

 10.27+

 Open Market Sale Agreement, dated August 23, 2024, by and between Trinity Capital Inc. and Keefe, Bruyette & Woods, Inc. (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed August 23, 2024).

 10.28+

 Note Purchase Agreement by and between Trinity Capital Inc. and the purchasers party thereto, dated October 29, 2024 (incorporated by reference to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q filed October 30, 2024).

 10.29+

 Open Market Sale Agreement, dated February 10, 2025, by and between Trinity Capital Inc. and B. Riley Securities, Inc. (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 10, 2025).

 19.1+

 Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Company's Annual Report on Form 10-K filed on February 26, 2025).

 21.1

 List of Subsidiaries

 Trinity Capital Holdings, LLC (Delaware)

 Trinity Funding 1, LLC (Delaware)

 TrinCap Funding, LLC (Delaware)

 Trinity Capital Adviser, LLC (Delaware)

 23.1+

 Consent of Ernst & Young LLP (incorporated by reference to Exhibit 23.1 to the Company's Annual Report on Form 10-K filed on February 26, 2025).

 24.1+

 Power of Attorney (incorporated by reference to Exhibit 24.1 to the Company's Annual Report on Form 10-K filed on February 26, 2025)).

 31.1*

 Certification of Principal Executive Officer Pursuant to Rules 13a 14(a) and 15d 14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 31.2*

 Certification of Principal Financial Officer Pursuant to Rules 13a 14(a) and 15d 14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 32.1+

 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 32.1 to the Company's Annual Report on Form 10-K filed on February 26, 2025).

 32.2+

 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 32.2 to the Company's Annual Report on Form 10-K filed on February 26, 2025).

 97.1+

 Trinity Capital Inc. Clawback Policy (incorporated by reference to Exhibit 97.1 to the Company's Annual Report on Form 10-K filed March 6, 2024).

 101.INS

 101.SCH

 *
 Filed herewith

 **
 Furnished herewith

 #
 Management contract or compensatory plan or arrangement

 +
 Indicates documents previously
 filed or furnished, as applicable, with the Original Filing, which is being amended hereby.

 SIGNATURES

 Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

 TRINITY CAPITAL INC.

 Dated: May 5, 2025

 By:

 /s/ Kyle Brown

 Chief Executive Officer, President and

 Chief Investment Officer, and Director

 (Principal Executive Officer)

 Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on May 5, 2025:

 /s/ Kyle Brown

 /s/ Michael Testa

 Michael Testa

 Chief Executive Officer, President and

 Chief Financial Officer and Treasurer

 Chief Investment Officer, and Director

 (Principal Financial and Accounting Officer)

 (Principal Executive Officer)

 *

 *

 Steven L. Brown

 Michael E. Zacharia

 Executive Chairman

 Director

 *

 *

 Irma Lockridge

 Richard Hamada

 Director

 Director

 *

 Ronald E. Estes

 Director

 * By:

 /s/ Sarah Stanton

 Sarah Stanton

 Attorney-in Fact

 0001786108 true FY

 trin: CommonStockParValue0001PerShareMember

 trin: NotesDue2029Member

 trin: NotesDue2029TwoMember

 2025-02-24