Related Party Transactions |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Related Party Transactions [Abstract] | |
| Related Party Transactions | Note 12. Related Party TransactionsDuring the three months ended March 31, 2026 and the year ended December 31, 2025, certain related parties received distributions from the Company relating to their shares held. Refer to “Note 7 – Stockholder’s Equity” for further details on the Company’s DRIP and the distributions declared. During the three months ended March 31, 2026 and the year ended December 31, 2025, the Company’s directors and executive officers and certain employees received restricted stock awards under the 2019 Long Term Incentive Plan and the 2019 Restricted Stock Plan. Refer to “Note 8 – Equity Incentive Plans” for further details on the Company’s stock-based compensation plans. The Company has entered into indemnification agreements with its directors and executive officers. The indemnification agreements are intended to provide the Company’s directors and executive officers the maximum indemnification permitted under Maryland law and the 1940 Act. Each indemnification agreement provides that the Company shall indemnify the director or executive officer who is a party to the agreement, or an “Indemnitee,” including the advancement of legal expenses, if, by reason of his or her corporate status, the Indemnitee is, or is threatened to be, made a party to or a witness in any threatened, pending, or completed proceeding, to the maximum extent permitted by Maryland law and the 1940 Act. The Company and its executives and directors are covered by directors and officers insurance. In addition, each of our directors and officers have entered into an indemnification agreement with us pursuant to which our directors and officers are indemnified by us to the maximum extent permitted by Maryland law subject to the restrictions of the 1940 Act. Senior Credit Corp 2022 LLC As disclosed in “Note 1 - Organization and Basis of Presentation”, the Company entered into a joint venture agreement with certain funds and accounts managed by a specialty credit manager (collectively, the “Senior Credit Corp JV Partner”) on December 5, 2022 to co-manage Senior Credit Corp. Senior Credit Corp invests in secured loans and equipment financings to growth-oriented companies that have been originated by the Company. The Company and the Senior Credit Corp JV Partner committed to initially contribute $21.4 million and $150.0 million, respectively, of capital in the form of 8.5% notes and preferred equity in Senior Credit Corp. Senior Credit Corp is capitalized as investment transactions are completed and all portfolio decisions and generally all other actions in respect of Senior Credit Corp must be approved by the board of managers of Senior Credit Corp consisting of an equal number of representatives of the Company and the Senior Credit Corp JV Partner. Capital contributions are called from each JV member on a pro-rata basis based on their total capital commitments, with 70% of each such capital contribution invested in Senior Credit Corp’s 8.5% notes and the remaining 30% invested in Senior Credit Corp’s preferred equity. As of March 31, 2026, the Company’s and Senior Credit Corp JV Partner’s ownership of Senior Credit Corp was 12.5% and 87.5%, respectively. The Company has agreed to offer Senior Credit Corp the opportunity to purchase a percentage of each secured loan and equipment financing advance originated by the Company during the period commencing on September 1, 2022 and ending on June 5, 2026. Senior Credit Corp is required to pay the Company a fee equal to 100 basis points of the total principal amount of each loan or equipment financing advance acquired by Senior Credit Corp from the Company, with 50% of the fee for each such particular loan or advance payable by Senior Credit Corp to the Company within two business days of the date of such acquisition or advance and the remaining 50% payable in equal monthly installments over 24 months following the date of such acquisition or advance. In addition, Senior Credit Corp is required to pay the Company an administrative agent fee equal to 75 basis points of the daily average aggregate value of Senior Credit Corp’s outstanding loans and equipment financings. As of both March 31, 2026 and December 31, 2025, the Company contributed $18.4 million of capital to Senior Credit Corp, which consisted of a debt investment of $12.9 million and an equity investment of $5.5 million. As of both March 31, 2026 and December 31, 2025, the Company’s unfunded commitment of capital to Senior Credit Corp was $3.0 million. As of March 31, 2026 and December 31, 2025, Senior Credit Corp’s total investment portfolio on a fair value basis was $234.9 million and $225.8 million, respectively. During the three months ended March 31, 2026, the Company received $21.7 million in net proceeds from the sale of investments to Senior Credit Corp. During the year ended December 31, 2025, the Company received $110.6 million in net proceeds from the sale of investments to Senior Credit Corp. During the three months ended March 31, 2026, the Company earned approximately $0.6 million for originations and administrative agent fees which are recognized as fee income on the Consolidated Statements of Operations. As of March 31, 2026, the Company had approximately $0.1 million in outstanding receivables due that was included in other assets in the accompanying Consolidated Statements of Assets and Liabilities. As of December 31, 2025, the Company had approximately $1.6 million in outstanding receivables due that was included in other assets and $5.9 million in outstanding payables related to early prepayments from a portfolio company in accounts payable, accrued expenses, and other liabilities in the accompanying Consolidated Statements of Assets and Liabilities. Trinity Capital Adviser LLC As disclosed in “Note 1 - Organization and Basis of Presentation”, the Company formed the Adviser Sub on March 16, 2023 as a wholly owned subsidiary of the Company. The Company was granted exemptive relief by the SEC that permits the Company to organize, acquire, wholly own and operate the Adviser Sub as an investment adviser registered under the Advisers Act. The Adviser Sub may provide investment advisory and related services to the Adviser Funds with ownership by one or more External Parties and receives fee income for such services. The Adviser Sub commenced operations on June 28, 2024. The Company has entered into a resource sharing agreement (“Sharing Agreement”) with the Adviser Sub, through which the Adviser Sub has access to the Company’s human capital resources, facilities and systems. Under the terms of Sharing Agreement, the Company allocates the related expenses of such shared resources to the Adviser Sub pro rata based on total assets under management by the Adviser Sub and the Company. The Company’s total expenses for the three months ended March 31, 2026 and 2025 are net of such expenses allocated to the Adviser Sub of $1.1 million and $0.4 million, respectively. As of March 31, 2026 and December 31, 2025, the Company had $5.4 million and $4.5 million, respectively, in outstanding receivables due from the Adviser Sub that were included in other assets in the accompanying Consolidated Statement of Assets and Liabilities. The Adviser Sub has entered into an investment management agreement with the Adviser Funds and may enter into additional investment management agreements with other Adviser Funds in the future, pursuant to which the Adviser Sub receives management fees and/or incentive fees based on the assets under management and the performance of the Adviser Funds, respectively. With respect to such fee income, the Adviser Sub expects to declare and pay dividend distributions to the Company. Eagle Point Trinity Senior Secured Lending Company As disclosed in “Note 1 - Organization and Basis of Presentation”, the Company and a specialty credit manager funded a portion of their respective capital commitments on June 28, 2024 to commence the operations of a credit fund, EPT 16 LLC. On August 28, 2025, EPT 16 LLC converted into a Delaware statutory trust named Eagle Point Trinity Senior Secured Lending Company (“EPT”) and elected to be regulated as a BDC under the 1940 Act. EPT has acquired and intends to acquire, hold and, as applicable, dispose of investments that have been originated by the Company. As of March 31, 2026, the Company’s ownership percentage was 16.6%. EPT has entered into an investment management agreement with the Adviser Sub, pursuant to which the Adviser Sub will earn certain base management and incentive fees in exchange for providing advisory services to EPT. As of March 31, 2026 and December 31, 2025, EPT’s total investment portfolio on a fair value basis was $131.4 million and $123.1 million, respectively. During the three months ended March 31, 2026, the Company received $14.8 million in proceeds from the sale of investments to EPT. During the year ended December 31, 2025, the Company received $74.0 million in net proceeds from the sale of investments to EPT. As of March 31, 2026, the Company had approximately less than $0.1 million in outstanding receivables due that was included in other assets in the accompanying Consolidated Statements of Assets and Liabilities. As of December 31, 2025, the Company had approximately $0.2 million in outstanding receivables due that was included in other assets and $1.4 million in outstanding payables related to early prepayments from a portfolio company in accounts payable, accrued expenses, and other liabilities in the accompanying Consolidated Statements of Assets and Liabilities. Direct Lending 2025 LLC As disclosed in “Note 1 – Organization and Basis of Presentation,” on September 24, 2025, the Company entered into a joint venture agreement with a credit financing platform (the “Direct Lending JV Partner”) to co-manage Direct Lending. Direct Lending has acquired loans originated by the Company and intends to acquire, hold and, as applicable, dispose of investments as co-investments alongside the Company. The Company and the Direct Lending JV Partner each hold 50% ownership interests in Direct Lending and each committed capital contributions of $100.0 million. Direct Lending is capitalized as investment transactions are completed, with contributions called from each member on a pro rata basis relative to each member’s total commitments. All portfolio decisions, as well as substantially all other actions relating to Direct Lending, require approval by its board of managers, which is composed of an equal number of representatives from the Company and Direct Lending JV Partner. Direct Lending has entered into an investment services agreement with the Adviser Sub, pursuant to which the Adviser Sub earns base management and incentive fees for providing advisory and management services to Direct Lending. Direct Lending has also entered into an administration agreement with the Adviser Sub, pursuant to which the Adviser Sub is reimbursed for its costs and expenses incurred in connection with providing administrative services thereunder. As of March 31, 2026, the Company had contributed $23.3 million of capital to Direct Lending, had a return of capital of $7.5 million from Direct Lending and had an unfunded capital commitment of $84.2 million. As of December 31, 2025, the Company had contributed $22.4 million of capital to Direct Lending, had a return of capital of $7.5 million from Direct Lending and had an unfunded commitment of $85.1 million. As of March 31, 2026 and December 31, 2025, Direct Lending’s total investment portfolio on a fair value basis was $32.8 million and $30.1 million, respectively. During the three months ended March 31, 2026, the Company received proceeds of $8.9 million from the sale of investments to Direct Lending. During the year ended December 31, 2025, the Company received proceeds of $48.0 million from the sale of investments to Direct Lending. As of March 31, 2026 and December 31, 2025, the Company had approximately $0.9 million and $0.3 million, respectively, in outstanding receivables due from Direct Lending that was included in other assets in the accompanying Consolidated Statements of Assets and Liabilities.
Co-Investment Exemptive Relief On July 8, 2025, the Company and certain of its affiliates were granted an exemptive relief order (the “Order”) from the SEC that permits the Company to enter into certain negotiated co-investment transactions alongside certain of its affiliates in a manner consistent with its investment objective, positions, policies, strategies, and restrictions as well as regulatory requirements and other pertinent factors, subject to compliance with the Order. The Order contains certain conditions and requires the Board to maintain oversight of the Company’s participation in the co-investment program. The Order also requires a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Company’s eligible directors to make certain conclusions pursuant to Section 57(f) of the 1940 Act in connection with certain co-investment transactions, including co-investment transactions in which an affiliate of the Company is an existing investor in the portfolio company, non-pro rata follow on investments and non-pro rata dispositions of investments. CapTrin Partners, LLC
As disclosed in “Note 1 – Organization and Basis of Presentation,” on January 21, 2026, the Company entered into a joint venture agreement with CapTrin JV Partner to co-manage CapTrin. CapTrin invests primarily in first-out senior secured debt opportunities in the lower middle market. The Company and CapTrin JV Partner each hold equal ownership interests in CapTrin and committed capital contributions of $50.0 million. CapTrin is capitalized as investment transactions are completed, with contributions called from each member on a pro rata basis relative to each member's total commitments. As of March 31, 2026, the Company had an unfunded capital commitment of $50.0 million. All portfolio decisions, as well as substantially all other actions relating to CapTrin, require approval by its board of managers, which is composed of an equal number of representatives from the Company and CapTrin JV Partner. CapTrin has entered into an administration agreement with the CapTrin JV Partner, pursuant to which the CapTrin JV Partner is reimbursed for its costs and expenses incurred in connection with providing administrative services thereunder. Trinity Capital SBIC LP The Adviser Sub serves as investment adviser to the SBIC Fund, a newly formed Delaware limited partnership that held its initial closing on March 13, 2026. In connection with the initial closing, the Company committed $5.0 million as a limited partner. Trinity SBIC GP, LLC, a wholly owned subsidiary of the Adviser Sub, serves as the general partner of the SBIC Fund and is responsible for the management and operations of the SBIC Fund. Because the Adviser Sub and the Company control the general partner of the SBIC Fund, the SBIC Fund is considered an affiliated entity for purposes of the 1940 Act and applicable SEC rules. The Company holds a $5.0 million limited partnership interest in the SBIC Fund, all of which is unfunded as of March 31, 2026. As of March 31, 2026, no management fees, carried interest, or other advisory fees had been earned or paid in connection with the SBIC Fund, and no capital had been contributed by the Company to the SBIC Fund. |