Item 1.01. Entry into a Material Definitive Agreement.

On January 20, 2022, in connection with a previously announced public offering, Hercules Capital, Inc. (the "Company") and U.S. Bank National Association, as trustee (the "Trustee"), entered into an Eighth Supplemental Indenture (the "Eighth Supplemental Indenture") to that certain indenture, dated March 6, 2012, between the Company and the Trustee (together with the Eighth Supplemental Indenture, the "Indenture"). The Eighth Supplemental Indenture relates to the Company's issuance, offer and sale of $350.0 million in aggregate principal amount of its 3.375% Notes due 2027 (the "Notes").

The Notes will mature on January 20, 2027, unless previously redeemed or repurchased in accordance with their terms. The interest rate of the Notes is 3.375% per year and will be paid semiannually in arrears on January 20 and July 20 of each year, commencing July 20, 2022. The Notes are the Company's unsecured obligations that rank senior in right of payment to all of the Company's existing and future indebtedness that is expressly subordinated, or junior, in right of payment to the Notes. The Notes will not be guaranteed by any of the Company's current or future subsidiaries. The Notes will rank pari passu, or equally, in right of payment with all of the Company's existing and future liabilities that are not so subordinated, or junior. The Notes will effectively rank subordinated, or junior, to any of the Company's secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness. The Notes will rank structurally subordinated, or junior, to all existing and future indebtedness (including trade payables) incurred by the Company's subsidiaries, financing vehicles or similar facilities.

The Notes may be redeemed in whole or in part at any time or from time to time at the Company's option at par, plus a "make whole" premium, if applicable.

The Indenture contains certain covenants, including covenants requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a)(1) of the Investment Company Act of 1940, as amended (the "1940 Act"), or any successor provisions, giving effect to any exemptive relief granted to the Company by the Securities and Exchange Commission (the "SEC") (even if the Company is no longer subject to the 1940 Act), and to provide certain financial information to the holders of the Notes and the Trustee if the Company should no longer be subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended, to file any periodic reports with the SEC. These covenants are subject to important limitations and exceptions that are set forth in the Indenture.

The Notes were offered and sold in an offering registered under the Securities Act of 1933, as amended, pursuant to the Company's registration statement on Form N-2 (Registration No. 333-261732) previously filed with the SEC on December 17, 2021, and as supplemented by a preliminary prospectus supplement dated January 14, 2022 and a

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final prospectus supplement dated January 14, 2022. This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. The transaction closed on January 20, 2022.

The Company expects to use the net proceeds from this offering (i) to repay approximately $230.0 million of its 4.375% convertible notes due 2022 (the "2022 Convertible Notes"), (ii) to fund investments in debt and equity securities in accordance with the Company's investment objective, and (iii) for other general corporate purposes.

The foregoing descriptions of the Eighth Supplemental Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the Eighth Supplemental Indenture and the form of global note representing the Notes, respectively, each filed or incorporated by reference as exhibits hereto and incorporated by reference herein. This Report does not constitute a notice of redemption with respect to any of the 2022 Convertible Notes.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an


           Off-Balance Sheet Arrangement of a Registrant

The information set forth under Item 1.01 of this Form 8-K is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits




(d) Exhibits.



Number                                     Exhibit

4.1           Indenture, dated as of March  6, 2012, between the Registrant and
            U.S. Bank National Association (Incorporated by reference to Exhibit
            (d)(7) of the Company's Post-Effective Amendment No.  1 to the
            Registration Statement on Form N-2, File No. 333-179431, filed on
            April 17, 2012).

4.2           Eighth Supplemental Indenture, dated as of January 20, 2022, between
            the Registrant and U.S. Bank National Association.

4.3           Form of Global Note (included in Exhibit 4.2 hereto).

5.1           Opinion of Dechert LLP.

23.1          Consent of Dechert LLP (included in Exhibit 5.1 hereto).

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