NYSE
3 days, 23 hours ago 
HTGC
Hercules Capital, INC
Form 4: Hercules Capital Chief Legal Officer Reports Routine Stock Transaction for Tax Withholding
Kiersten Zaza Botelho, Chief Legal Officer of Hercules Capital, Inc., reported the withholding of 770 shares of common stock valued at $18.94 per share to cover tax obligations related to restricted stock vesting.
NYSE
3 days, 23 hours ago 
HTGC
Hercules Capital, INC
Form 4: Hercules Capital COO Reports Tax-Related Stock Disposition Following Restricted Stock Vesting
Christian Follmann, Chief Operating Officer of Hercules Capital, Inc., reported the disposition of 829 shares of common stock on July 11, 2025, to cover tax obligations related to restricted stock vesting.
NYSE
3 days, 23 hours ago 
HTGC
Hercules Capital, INC
Form 4: Hercules Capital CFO Disposes of Shares for Tax Obligations
Hercules Capital's Chief Financial Officer, Seth H. Meyer, disposed of 4,051 shares of common stock to cover tax liabilities related to restricted stock vesting.
NYSE
3 days, 23 hours ago 
HTGC
Hercules Capital, INC
Form 4: Hercules Capital CEO Reports Future Stock Withholding for Tax Obligations
Hercules Capital, Inc. CEO Scott Bluestein reported a future disposition of 13,431 common shares at $18.94 each, related to tax withholding on restricted stock vesting scheduled for July 11, 2025.
NYSE
8 days, 0 hours ago 
HTGC
Hercules Capital, INC
Form 4: Hercules Capital CFO Reports Routine Stock Disposition for Tax Obligations
Hercules Capital's Chief Financial Officer, Seth H. Meyer, reported the disposition of 3,458 shares of common stock to cover tax obligations related to restricted stock vesting.
NYSE
8 days, 0 hours ago 
HTGC
Hercules Capital, INC
Form 4: Hercules Capital COO Christian Follmann Reports Tax-Related Stock Disposition
Hercules Capital, Inc.'s Chief Operating Officer, Christian Follmann, reported the disposition of 960 shares of common stock at $18.56 per share on July 9, 2025, to cover tax obligations related to restricted stock vesting.
NYSE
8 days, 0 hours ago 
HTGC
Hercules Capital, INC
Form 4: Hercules Capital Chief Legal Officer Reports Routine Stock Vesting Tax Withholding
Hercules Capital, Inc.'s Chief Legal Officer, Kiersten Zaza Botelho, reported a routine disposition of 912 shares of common stock to cover tax obligations related to restricted stock vesting.
NYSE
8 days, 0 hours ago 
HTGC
Hercules Capital, INC
Form 4: Hercules Capital CEO Scott Bluestein Reports Routine Stock Transaction for Tax Purposes
Hercules Capital, Inc. CEO Scott Bluestein reported the disposition of 10,593 shares of common stock valued at $18.56 per share, primarily for tax obligations related to restricted stock vesting.
NYSE
11 days, 2 hours ago 
HTGC
Hercules Capital, INC
SCHEDULE: Truist Financial Discloses Minor Stake in Hercules Capital Preferreds, Remedying Prior Omission
Truist Financial Corporation has filed an amended Schedule 13G, disclosing a 0.34% beneficial ownership stake in Hercules Capital, Inc.'s Domestic Preferreds, correcting a prior omission from 2021.
Delay expected
 
NYSE
28 days, 23 hours ago 
HTGC
Hercules Capital, INC
Form 4: Hercules Capital Director Wade Loo Reports Changes in Beneficial Ownership, Including Restricted Stock Grant
Hercules Capital, Inc. Director Wade Loo filed a Form 4 detailing changes in his beneficial ownership, including the acquisition of restricted stock and a reclassification of shares to indirect ownership via a trust.
NYSE
28 days, 23 hours ago 
HTGC
Hercules Capital, INC
Form 4: Hercules Capital Director DeAnne Aguirre Reports Stock Ownership Changes and Restricted Stock Grant
Hercules Capital, Inc. Director DeAnne Aguirre reported changes in her beneficial ownership of common stock, including the acquisition of restricted stock and a reclassification of shares to indirect ownership.
NYSE
29 days, 0 hours ago 
HTGC
Hercules Capital, INC
8-K: Hercules Capital Stockholders Elect Directors, Approve Executive Pay, Reject Below-NAV Share Issuance
Hercules Capital, Inc. announced the results of its 2025 Annual Meeting of Stockholders, where directors were elected, executive compensation was approved, but a proposal to issue shares below net asset value was rejected.
Capital raise
 
NYSE
32 days, 23 hours ago 
HTGC
Hercules Capital, INC
8-K: Hercules Capital Secures $350 Million in New Notes and Expands Revolving Credit Facility to $440 Million
Hercules Capital, Inc. has successfully completed a public offering of $350 million in 6.000% Notes due 2030 and amended its revolving credit facility, increasing its capacity to $440 million and extending its maturity to June 2029.
Capital raise
 
NYSE
43 days, 21 hours ago 
HTGC
Hercules Capital, INC
Form 4: Hercules Capital COO Christian Follmann Adjusts Stock Holdings Under Pre-Arranged Plan
Hercules Capital's Chief Operating Officer, Christian Follmann, reported a series of stock transactions, including a sale and a purchase of common stock, alongside dividend reinvestment, under a Rule 10b5-1 trading plan.
NYSE
71 days, 0 hours ago 
HTGC
Hercules Capital, INC
Form 4: Hercules Capital Director Nikos Theodosopoulos Acquires Additional Shares
Director Nikos Theodosopoulos of Hercules Capital, Inc. reports purchasing 5,999 shares of common stock at an average price of $17.49 on May 8, 2025.
NYSE
71 days, 0 hours ago 
HTGC
Hercules Capital, INC
Form 4: Hercules Capital Director Wade Loo Reports Stock Transactions
Director Wade Loo reports stock purchases, disposals, and a transfer of direct ownership to indirect ownership through a trust.
NYSE
71 days, 0 hours ago 
HTGC
Hercules Capital, INC
Form 4: Hercules Capital Director Gayle Crowell Acquires Shares in Lieu of Cash Compensation
Director Gayle Crowell acquired 5,999 shares of Hercules Capital, Inc. common stock at an average price of $17.49, opting for stock in lieu of cash compensation.
NYSE
71 days, 0 hours ago 
HTGC
Hercules Capital, INC
Form 4: Hercules Capital Director Badavas Acquires and Transfers Shares in Recent Transactions
Director Robert P. Badavas engaged in transactions involving Hercules Capital, Inc. (HTGC) common stock, including purchases, disposals, and a transfer to a trust.
NYSE
71 days, 0 hours ago 
HTGC
Hercules Capital, INC
Form 4: Hercules Capital Director DeAnne Aguirre Reports Stock Transactions
Director DeAnne Aguirre reports purchasing and transferring shares of Hercules Capital, Inc. common stock.
NYSE
71 days, 0 hours ago 
HTGC
Hercules Capital, INC
Form 4: Hercules Capital Director Thomas Fallon Acquires Additional Shares Through Stock Election
Director Thomas Fallon increased his indirect holdings in Hercules Capital through a stock purchase election and dividend reinvestments.
HTGC 
Hercules Capital, INC 
NYSE

8-K: Hercules Capital Stockholders Elect Directors, Approve Executive Pay, Reject Below-NAV Share Issuance

Sentiment:
 Annual Meeting Results
 20 June 2025 4:17 PM

Hercules Capital, Inc. announced the results of its 2025 Annual Meeting of Stockholders, where directors were elected, executive compensation was approved, but a proposal to issue shares below net asset value was rejected.

Capital raise
  Proposal 3 sought authorization for the Company to sell or issue shares of its common stock at a price below its then-current net asset value (NAV) per share.  This proposal was not authorized by stockholders, which limits the company's ability to raise capital through equity issuance below NAV. 

Summary
  • Hercules Capital, Inc. held its 2025 Annual Meeting of Stockholders on June 18, 2025.
  • As of the record date, April 17, 2025, 175,420,455 shares of common stock were outstanding and entitled to vote.
  • Stockholders elected Scott Bluestein, Wade Loo, and DeAnne Aguirre as Class III directors, each to serve until 2028.
  • The Company's named executive officer compensation was approved on an advisory basis.
  • A proposal to authorize the Company to sell or issue shares of its common stock at a price below its then-current net asset value (NAV) per share was not authorized by stockholders.
  • The selection of PricewaterhouseCoopers LLP (PwC) as the independent public accountant for the fiscal year ending December 31, 2025, was ratified.
Sentiment

Score: 6

Explanation: The overall sentiment is neutral to slightly positive. While the rejection of the below-NAV share issuance proposal could be seen as a negative for the company's capital flexibility, it is often viewed positively by shareholders as it protects their investment from dilution. The approval of directors and executive compensation, and auditor ratification, are standard positive governance outcomes.

Positives
  • The election of all three proposed directors (Scott Bluestein, Wade Loo, DeAnne Aguirre) indicates shareholder confidence in the board's composition and leadership.
  • The advisory approval of named executive officer compensation suggests alignment between executive pay practices and shareholder interests.
  • The ratification of PricewaterhouseCoopers LLP as the independent public accountant for 2025 ensures continuity and standard financial oversight.
Negatives
  • Stockholders did not authorize the Company to sell or issue shares of its common stock at a price below its then-current net asset value (NAV) per share, which may limit the company's flexibility in certain capital-raising or strategic transactions.
Risks
  • The rejection of Proposal 3 (authorization to sell shares below NAV) could limit the company's future capital raising flexibility, potentially impacting its ability to fund new investments or manage its capital structure efficiently if market conditions necessitate such a move.
Future Outlook

The document does not contain explicit forward-looking statements or guidance beyond the term of the elected directors and the fiscal year for the auditor.

Industry Context

This 8-K filing details the outcomes of a standard annual meeting for a publicly traded company, specifically a Business Development Company (BDC) like Hercules Capital. The rejection of a proposal to issue shares below Net Asset Value (NAV) is a common occurrence in the BDC sector, as shareholders often prioritize protecting NAV and preventing dilution, even if it limits the company's capital-raising flexibility.

Comparison to Industry Standards
  • The election of directors and advisory approval of executive compensation are routine outcomes for annual meetings across the industry.
  • The ratification of the independent auditor is also a standard corporate governance practice.
  • The rejection of a proposal to issue shares below NAV is a frequent outcome in the Business Development Company (BDC) sector, as shareholders typically vote against such measures to prevent dilution of their investment, aligning with common investor sentiment in this specific industry.
Stakeholder Impact
  • Shareholders: Directly impacted by the vote outcomes, particularly the rejection of the below-NAV share issuance, which protects against dilution but may limit future capital raising flexibility. The election of directors and approval of executive compensation also directly affect shareholder representation and governance.
  • Management/Executives: Executive compensation was approved, indicating shareholder support for current pay structures. The rejection of Proposal 3 might require management to explore alternative capital strategies.
Next Steps
  • The newly elected Class III directors (Scott Bluestein, Wade Loo, DeAnne Aguirre) will serve until 2028.
  • PricewaterhouseCoopers LLP will serve as the independent public accountant for the fiscal year ending December 31, 2025.
Key Dates
  • 2025-04-17: Record date for the 2025 Annual Meeting of Stockholders.
  • 2025-06-18: Date of the 2025 Annual Meeting of Stockholders.
  • 2025-06-20: Date the Form 8-K report was signed.
  • 2025-12-31: End of the fiscal year for which PricewaterhouseCoopers LLP was ratified as the independent public accountant.
  • 2028: Year until which the elected Class III directors (Scott Bluestein, Wade Loo, DeAnne Aguirre) will serve.
Keywords
Hercules Capital, HTGC, SEC filing, 8-K, Annual Meeting, stockholder vote, director election, executive compensation, net asset value, NAV, share issuance, PricewaterhouseCoopers, PwC, corporate governance, business development company, BDC
HTGC 
Hercules Capital, INC 
NYSE
Sector: Financial Services
 
Filings with Classifications
Delay expected
8 July 2025 2:09 PM
Beneficial Ownership Disclosure Amendment
  • The filing is a remediation for a disclosure that should have been submitted in 2021, indicating a delay in the initial reporting of beneficial ownership.
Capital raise
20 June 2025 4:17 PM
Annual Meeting Results
  • Proposal 3 sought authorization for the Company to sell or issue shares of its common stock at a price below its then-current net asset value (NAV) per share.
  • This proposal was not authorized by stockholders, which limits the company's ability to raise capital through equity issuance below NAV.
Capital raise
16 June 2025 5:23 PM
Debt Offering and Credit Facility Amendment
  • The company issued and sold $350,000,000 in aggregate principal amount of its 6.000% Notes due 2030 in a public offering.
Capital raise
1 May 2025 4:30 PM
Earnings Release
  • The company closed an offering of $287.5 million of 4.750% convertible unsecured notes due 2028.
  • During the first quarter 2025, the Company sold 2.0 million shares of common stock under the equity ATM program for total net proceeds of $39.4 million (net of $0.7 million of offering expenses).
  • During April 2025, the Company sold 2.2 million shares of common stock under the equity ATM program for total net proceeds of $41.5 million (net of $0.3 million of offering expenses).
Worse than expected
1 May 2025 4:16 PM
Quarterly Report
  • The company experienced a net decrease in net assets resulting from operations, indicating a less favorable financial performance compared to previous periods.
  • Net realized losses were recorded for the period, suggesting challenges in the company's investment strategies.
  • There was a net change in unrealized depreciation on investments, indicating a decline in the value of the company's portfolio.
Capital raise
24 April 2025 9:04 PM
Proxy Statement
  • The company is seeking authorization to sell or issue shares of its common stock at a price below its then-current net asset value per share.
  • The company has no immediate plans to sell or issue shares of its common stock at a price below net asset value, but is asking for stockholder approval now so that it has flexibility if in the future it determines that such a sale is in stockholders best interests.
  • These sales typically must be undertaken quickly in an attempt to protect the value of your investment so it is critical that we have stockholder approval ahead of time.
Better than expected
24 April 2025 4:16 PM
Proxy Statement
  • The company's performance relative to its peer group was generally at or above the 90th percentile, and in most cases at the 100th percentile, measured using ROAA, ROE and AASR.
Capital raise
24 April 2025 4:16 PM
Proxy Statement
  • Hercules Capital is seeking stockholder approval to sell or issue Shares, in one or multiple public or private offerings, at a purchase price below the then-current NAV during the 12-month period expiring on the anniversary of the Annual Meeting, subject to the conditions and stockholder protections described herein.
  • The number of Shares sold or issued in Below-NAV Sale may not exceed 25% of the number of thencurrent outstanding Shares.
  • The purchase price of each Share sold in a Below-NAV Sale may not be more than 25% below the then-current NAV per Share.
Capital raise
6 March 2025 1:35 AM
Capital Markets Transaction
  • Hercules Capital is issuing $250 million in convertible unsecured notes due 2028 in a private placement.
  • The initial purchasers have an option to purchase an additional $37.5 million to cover overallotments.
  • The notes are convertible into common stock at an initial conversion price of approximately $21.48 per share.
  • The company intends to use the net proceeds for investments and general corporate purposes.
Capital raise
5 March 2025 7:53 AM
8-K Filing
  • Hercules Capital plans to offer $250.0 million aggregate principal amount of its Convertible Unsecured Notes due 2028.
  • The Company plans to grant the initial purchasers an option to purchase up to an additional $37.5 million principal amount of the Convertible Notes to cover overallotments, if any.
Capital raise
13 February 2025 4:30 PM
Earnings Release
  • During Q4 2024, the Company sold 8.0 million shares of common stock under the agreement for total net proceeds of approximately $152.0 million (net of $1.6 million of offering expenses).
  • During January 2025, the Company sold 2.0 million shares of common stock under the equity ATM program for total net proceeds of $39.8 million (net of $0.3 million of offering expenses).
  • The Company has 30.0 million shares remaining available for issuance and sale under the equity ATM program, as of December 31, 2024.
Worse than expected
13 February 2025 4:30 PM
Earnings Release
  • Q4 2024 NII decreased compared to Q4 2023 due to a lower weighted average yield on the debt investment portfolio and an increase in total net operating expenses.
Capital raise
12 December 2024 4:40 PM
Equity Offering Announcement
  • Hercules Capital may issue and sell up to 30,000,000 shares of its common stock.
  • The company intends to use the net proceeds from this offering to fund investments in debt and equity securities, make acquisitions, retire certain debt obligations, and for other general corporate purposes.
Capital raise
12 December 2024 11:36 AM
Prospectus Supplement
  • Hercules Capital is offering up to 30 million shares of common stock through an at-the-market offering.
  • The company intends to use the net proceeds to fund investments, acquisitions, retire debt, and for general corporate purposes.
Worse than expected
12 December 2024 11:36 AM
Prospectus Supplement
  • The document indicates that the company may sell shares below NAV, which would result in immediate dilution to existing shareholders.
Better than expected
2 December 2024 4:47 PM
Credit Facility Amendment
  • The increase in the credit facility and the extension of the maturity dates are better than the previous terms.
Better than expected
30 October 2024 4:30 PM
Quarterly Report
  • The company reported record total investment income and net investment income, exceeding previous results and expectations.
Worse than expected
30 October 2024 4:16 PM
Quarterly Report
  • The company's net change in unrealized appreciation (depreciation) was negative for the three and nine months ended September 30, 2024.
  • The company's net realized gain (loss) was negative for the three months ended September 30, 2024.
Capital raise
30 October 2024 4:16 PM
Quarterly Report
  • The Company may from time-to-time issue and sell shares of its common stock through public or ATM offerings.
  • The Company currently sells shares through its equity distribution agreement with JMP Securities LLC (JMP) and Jefferies LLC (the 2023 Equity Distribution Agreement).
  • The 2023 Equity Distribution Agreement provides that the Company may offer and sell up to 25.0 million shares of its common stock from time to time through JMP or Jefferies, as the Company's sales agents.
  • Sales of the Company's common stock, if any, may be made in negotiated transactions or transactions that are deemed to be at the market, as defined in Rule 415 under the Securities Act, including sales made directly on the NYSE or similar securities exchange or sales made to or through a market maker other than on an exchange, at prices related to the prevailing market prices or at negotiated prices.
  • Additionally, on August 7, 2023, the Company sold 6.5 million shares of common stock through an upsized public offering pursuant to an underwriting agreement with Morgan Stanley & Co. LLC, UBS Securities, and Wells Fargo Securities, LLC as joint book-running managers to sell.
  • As of September 30, 2024, approximately 13.6 million shares remain available for issuance and sale under the current equity distribution agreement.
Capital raise
16 August 2024 4:16 PM
Shareholder Meeting Results
  • The document details the approval for the company to sell or issue shares of its common stock at a price below its then-current NAV per share.
  • This authorization provides the company with the option to raise capital by issuing shares below NAV.
Delay expected
16 August 2024 4:16 PM
Shareholder Meeting Results
  • The annual meeting was initially held on June 20, 2024, and then adjourned to August 15, 2024, specifically to vote on Proposal 3.
Better than expected
1 August 2024 4:20 PM
Quarterly Report
  • The company reported record total gross fundings, total investment income, and net investment income, all exceeding previous periods.
Capital raise
21 June 2024 8:32 AM
Annual Meeting Results
  • Proposal 3, which was adjourned, concerns the authorization of the Company to sell or issue shares of its common stock at a price below its then-current NAV per share.
Delay expected
21 June 2024 8:32 AM
Annual Meeting Results
  • The vote on Proposal 3, regarding the authorization to sell shares below NAV, was delayed and will be held on August 15, 2024.
Better than expected
2 May 2024 4:31 PM
Quarterly Report
  • The company reported record Q1 commitments and fundings, significantly exceeding previous periods.
  • Net investment income increased by 20.9% year-over-year, indicating strong financial performance.
  • The company's net asset value per share increased by 1.7%, demonstrating growth in shareholder value.
Capital raise
2 May 2024 4:31 PM
Quarterly Report
  • The company sold 3.7 million shares of common stock under the ATM program during Q1 2024 for net proceeds of approximately $66.4 million.
  • The company has 13.6 million shares remaining available for issuance and sale under the equity ATM program.
Better than expected
2 May 2024 4:17 PM
Quarterly Report
  • The company's net investment income increased by approximately 21% year-over-year.
  • The company's total assets increased by approximately 8% since the end of 2023.
  • The company's net asset value per share increased by approximately 2% since the end of 2023.
Capital raise
2 May 2024 4:17 PM
Quarterly Report
  • The company issued and sold 3.7 million shares of its common stock through its equity distribution agreement, receiving net proceeds of approximately $66.4 million.
  • As of March 31, 2024, approximately 13.6 million shares remain available for issuance and sale under the current equity distribution agreement.
Capital raise
23 April 2024 4:18 PM
Proxy Statement
  • The company is seeking authorization to sell or issue shares below NAV, up to 25% of outstanding shares, with a maximum discount of 25%.
  • The company argues that this flexibility is needed to take advantage of investment opportunities during volatile market conditions, maintain RIC status, manage debt-to-equity ratios, and avoid less favorable capital-raising methods.
Capital raise
15 February 2024 4:31 PM
Earnings Release
  • The company sold 6.5 million shares of common stock under the ATM program for total net proceeds of approximately $99.9 million during Q4 2023.
  • The company has 17.3 million shares remaining available for issuance and sale under the equity ATM program.
Better than expected
15 February 2024 4:31 PM
Earnings Release
  • The company's Q4 and full-year results exceeded expectations with record total investment income and net investment income.
  • The company's core yield of 14.3% for Q4 2023 exceeded the expected annual range of 13.8% to 14.0%.

Disclaimer: This summary was generated by artificial intelligence and its accuracy is not guaranteed. The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.