Hercules Capital, Inc. entered into the Twelfth Supplemental Indenture on October 8, 2026, to issue $400,000,000 in aggregate principal amount of 6.700% Notes due 2029. The transaction closed on the same date, following a previously announced public offering.
The notes carry a fixed interest rate of 6.700% per year, payable semiannually in arrears on April 8 and October 8, beginning April 8, 2027. They mature on October 8, 2029, unless previously redeemed or repurchased according to their terms. U.S. Bank Trust Company, National Association, serves as trustee under the indenture dated March 6, 2012.
The notes are unsecured obligations that rank senior in right of payment to any existing or future indebtedness expressly subordinated to them. They will not be guaranteed by any current or future subsidiaries of the company. The notes rank pari passu with all other non-subordinated liabilities but effectively rank junior to any secured indebtedness to the extent of the value of the assets securing that debt. They are also structurally subordinated to all existing and future indebtedness incurred by the company’s subsidiaries, financing vehicles, or similar facilities.
Hercules Capital may redeem the notes in whole or in part at its option at par, plus a make-whole premium if applicable. The indenture includes covenants requiring compliance with specific sections of the Investment Company Act of 1940 and provision of financial information to noteholders if the company ceases to be subject to Securities Exchange Act reporting requirements.
The offering was registered under the Securities Act of 1933 pursuant to the company’s Form N-2 registration statement (Registration No. 333-283735), initially filed with the U.S. Securities and Exchange Commission on December 11, 2024. Preliminary and final prospectus supplements were dated October 5, 2026, with the final prospectus supplement filed on October 6, 2026.
On October 5, 2026, Hercules Capital entered into an underwriting agreement with Goldman Sachs & Co. LLC and SMBC Nikko Securities America, Inc., as representatives of the underwriters. The company expects to use the net proceeds to settle outstanding debt under its financing arrangements, finance new investments consistent with its stated objectives, and cover other general corporate needs.