UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June 18~~July 29, 2025

Hercules Capital, Inc.

(Exact name of registrant as specified in its charter)

Maryland

~~814-00702~~

~~74-3113410~~

814-00702

74-3113410

(State or other jurisdiction of incorporation)

(Commission File No.)

(I.R.S. Employer Identification No.)

(State or other jurisdictionof incorporation)

(CommissionFile No.)

(I.R.S. EmployerIdentification No.)

1 North B Street, Suite 2000 San Mateo, CA	94401
1 North B Street, Suite 2000San Mateo, CA		94401
(Address of principal executive offices)	~~(Zip Code)~~	(Zip Code)

Registrant’s telephone number, including area code: (650) 289-3060

Not Applicable

(Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

~~Trading Symbol(s)~~

~~Name of each exchange on which registered~~

TradingSymbol(s)

Name of each exchangeon which registered

Common Stock, par value $0.001 per share

~~HTGC~~

~~New York Stock Exchange~~

HTGC

New York Stock Exchange

6.25% Notes due 2033

~~HCXY~~

~~New York Stock Exchange~~

HCXY

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

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. ☐

Item 52.~~07.~~02 ~~Submission~~Results of ~~Matters~~Operation toand aFinancial ~~Vote of Security Holders~~Condition

On ~~June 18~~July 31, 2025, Hercules Capital, Inc. (the “Company”) ~~held~~issued ~~its~~a ~~2025~~press ~~Annual~~release ~~Meeting~~announcing ofits ~~Stockholders~~earnings (for the ~~“Annual~~quarter ~~Meeting”).~~ended AsJune ~~of April 17~~30, 2025,. ~~the~~The ~~record~~text ~~date for the Annual Meeting, 175,420,455 shares~~ of the ~~Company’s~~press ~~common~~release ~~stock~~is ~~were~~included ~~outstanding~~as ~~and~~an ~~entitled~~exhibit to ~~vote.~~this Form 8-K.

The ~~following~~information ~~matters~~disclosed ~~were~~under ~~submitted~~the atItem 2.02 including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the ~~Annual~~Securities ~~Meeting~~Exchange toAct of 1934 and shall not be deemed incorporated by reference into any filing made under the ~~stockholders~~Securities ~~for~~Act ~~consideration:~~of 1933, except as expressly set forth by specific reference in such filing.

Proposal 1.		Election of three directors
Proposal 2.		Advisory vote to approve the Company’s named executive officer compensation
Proposal 3.		Authorization of the Company to sell or issue shares of its common stock at a price below its then-current net asset value (“NAV”) per share, subject to the conditions set forth in Proposal 3
Proposal 4.		Ratification of the selection of PricewaterhouseCoopers LLP (“PwC”) as the independent public accountant for the fiscal year ending December 31, 2025

Item 8.01. Other Events

AtOn ~~the~~July ~~Annual~~29, ~~Meeting~~2025, ~~stockholders~~the ~~(i) elected~~Company ~~each~~announced ofthat ~~Scott~~its ~~Bluestein,~~Board ~~Wade~~of ~~Loo~~Directors ~~and~~has ~~DeAnne~~declared ~~Aguirre to serve as~~ a ~~Class III~~second ~~director~~quarter ~~until~~2025 ~~2028,~~total orcash ~~until~~distribution ~~his~~of or$0.47 ~~her~~per ~~successor is elected and qualified~~share, ~~(ii) on~~which anwill ~~advisory~~be ~~basis,~~paid ~~approved the Company’s named executive officer compensation, (iii) did not authorize the Company~~ to ~~sell~~stockholders oron ~~issue shares of its common stock at a price below its then-current NAV per share, subject to~~ the ~~conditions~~date set forth inbelow. ~~Proposal~~The 3,text ~~and~~of ~~(iv) ratified~~ the ~~selection~~press ofrelease ~~PwC~~is toincluded ~~serve~~ as ~~the~~an ~~Company’s~~exhibit ~~independent~~to ~~public~~this ~~accountant~~Form ~~for the year ending December 31, 2025~~8-K. ~~Detailed results are below.~~

		For	Against	Abstain	Broker Non-Votes
Proposal 1	Scott Bluestein	63,732,497	1,111,333	1,305,121	62,194,527
	Wade Loo	61,882,801	2,636,652	1,629,498	62,194,527
	DeAnne Aguirre	53,233,934	11,628,304	1,286,713	62,194,527
		For	Against	Abstain	Broker Non-Votes
Proposal 2		56,068,806	6,417,109	3,663,036	62,194,527
		For	Against	Abstain	Broker Non-Votes
Proposal 3	All stockholders	52,618,130	11,069,871	2,460,950	62,194,527
	All stockholders excluding shares held by affiliates	46,991,610	11,069,871	2,460,950	62,194,527
		For	Against	Abstain	Broker Non-Votes
Proposal 4		124,568,440	1,780,065	1,994,973	—

Distribution Payable in August 2025

Item 9.01. Financial Statements and Exhibits.

Ex-Dividend Date

Record Date

Payment Date

Total Distribution Per Share

August 12, 2025

August 19, 2025

$0.47

~~(d) Exhibits~~Item 9.01. Financial Statements and Exhibits

~~104 Cover Page Interactive Data File~~ (~~embedded~~d) ~~within~~Exhibits. ~~the Inline XBRL document)~~

SIGNATURES



Number						Exhibit

99.1						Press Release dated July 3 1, 2025
99.2						Press Release dated July 29, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Pursuant~~SIGNATURE ~~to the requirements 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 hereunto duly authorized.~~

	HERCULES CAPITAL, INC.
June 20, 2025		By:	/s/ Kiersten Zaza Botelho
			Kiersten Zaza Botelho Secretary

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HERCULES CAPITAL, INC.

July 31, 2025

By:

/s/ Kiersten Zaza Botelho

Kiersten Zaza Botelho

Secretary

Filing Compare · Hercules Capital, Inc.