Form 8-K

8-K — Hercules Capital, Inc.

Accession: 0001280784-26-000046

Filed: 2026-09-17

Period: 2026-09-17

CIK: 0001280784

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — htgc-20260917.htm (Primary)

EX-99.1 (ficherapressreleasefinal.htm)

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8-K

8-K (Primary)

Filename: htgc-20260917.htm · Sequence: 1

htgc-20260917

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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): September 17, 2026

Hercules Capital, Inc.

(Exact name of registrant as specified in its charter)

Maryland 814-00702 74-3113410

(State or other jurisdiction

of incorporation)

(Commission

File No.)

(I.R.S. Employer

Identification No.)

1 North B Street, Suite 2000

San Mateo, CA

94401

(Address of principal executive offices) (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

Common Stock, par value $0.001 per share HTGC New York Stock Exchange

6.25% Notes due 2033 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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On September 17, 2026, the Board of Directors (the “Board”) of Hercules Capital, Inc. (the “Company”) increased the size of the Board from seven to eight directors and elected Alfred B. Fichera as an independent director of the Company to fill the vacancy created by the increase.

The Board and its relevant committees have determined that Mr. Fichera qualifies as an independent director under the listing standards of the New York Stock Exchange and is not an “interested person” under Section 2(a)(19) of the Investment Company Act of 1940, as amended. There are no arrangements or understandings between Mr. Fichera and any other persons pursuant to which Mr. Fichera was elected as a director of the Company. There are no transactions in which Mr. Fichera has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Mr. Fichera will be entitled to the applicable annual retainer and restricted stock awards pursuant to the Company’s director compensation arrangements for non-employee directors, under terms consistent with those previously disclosed by the Company. Mr. Fichera has also entered into an indemnification agreement with the Company. Mr. Fichera will hold office as a Class I director for a term expiring in 2029 and will serve on the Company’s Audit Committee.

Mr. Fichera, age 67, served in various capacities for KPMG LLP, a global professional services firm, from 1982 until his retirement in 2019, including as Global Head of Alternative Investments, National Asset Management Leader, National Partner-in-Charge of Alternative Investments, and as an audit partner for nearly 25 years. Since 2021, Mr. Fichera has served as an expert witness for asset management organizations involving matters including valuation, board governance and Securities and Exchange Commission filings. Since September 2025, Mr. Fichera has served as an independent director and chair of the audit committee of Warburg Pincus Access Fund, L.P. Mr. Fichera also serves on several non-profit boards and councils. Mr. Fichera holds a B.S. degree in Accounting from Merrimack College and is a licensed certified public accountant (inactive) in New York and Massachusetts.

Item 8.01. Other Events

On September 17, 2026, the Company issued a press release announcing the appointment of Mr. Fichera as an independent member of the Board. A copy of the press release is attached as an exhibit to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Number Exhibit

99.1

Press Release dated September 17, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

September 17, 2026

By: /s/ Kiersten Zaza Botelho

Kiersten Zaza Botelho

Chief Legal Officer

EX-99.1

Filename: ficherapressreleasefinal.htm · Sequence: 2

Document

Exhibit 99.1

Hercules Capital Announces the Appointment of Alfred B. Fichera to Its Board of Directors

SAN MATEO, Calif., September 17, 2026 – Hercules Capital, Inc. (NYSE: HTGC) (“Hercules,” “Hercules Capital,” or the “Company”), the largest and leading specialty financing provider to innovative venture, growth and established stage companies backed by some of the leading and top-tier venture capital and select private equity firms, today announced that Alfred B. Fichera was appointed to serve as an independent member of its board of directors, effective September 17, 2026. Mr. Fichera is an experienced audit and accounting professional and board director with more than 40 years across the financial services and asset management industries.

Mr. Fichera will serve on the Company’s Audit Committee.

“As we continue to expand and scale our platform, Al’s deep industry experience and financial expertise will be a valuable addition to our Board of Directors,” said Scott Bluestein, chief executive officer and chief investment officer of Hercules. “We are pleased to welcome Al to our board and look forward to his contributions.”

Mr. Fichera served in various capacities for KPMG LLP from 1982 until his retirement in 2019, including as Global Head of Alternative Investments, National Asset Management Leader, National Partner-in-Charge of Alternative Investments, and as an Audit Partner for nearly 25 years. Since 2021, Mr. Fichera has served as an expert witness for asset management organizations involving matters including valuation, board governance and SEC filings. Mr. Fichera serves on several non-profit boards and councils, and acts as a speaker, moderator and panelist on a variety of conferences relating to audit and accounting matters.

Since September 2025, Mr. Fichera has served as an independent director and chair of the audit committee of Warburg Pincus Access Fund, L.P.

Mr. Fichera holds a BS in Accounting from Merrimack College and is a licensed CPA (inactive) in New York and Massachusetts.

About Hercules Capital, Inc.

Hercules Capital, Inc. (NYSE: HTGC) is the leading and largest specialty finance company focused on providing senior secured venture growth loans to high-growth, innovative venture capital-backed companies in a broad variety of technology and life sciences industries. Since inception (December 2003), Hercules has committed more than $28 billion to over 700 companies and is the lender of choice for entrepreneurs and venture capital firms seeking growth capital financing. Companies interested in learning more about financing opportunities should contact info@htgc.com, or call (650) 289-3060.

Exhibit 99.1

Hercules, through its wholly owned subsidiary business, Adviser Subsidiary, also maintains an asset management business through which it manages investments for external parties (“Adviser Funds”). The Adviser Subsidiary is registered as an investment adviser under the Investment Advisers Act of 1940.

Hercules’ common stock trades on the New York Stock Exchange (NYSE) under the ticker symbol “HTGC.” In addition, Hercules has one retail bond issuance of 6.25% Notes due 2033 (NYSE: HCXY).

Forward-Looking Statements

This press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. We may use words such as “anticipates,” “believes,” “expects,” “intends,” “will,” “should,” “may” and similar expressions to identify forward-looking statements. Forward-looking statements are not guarantees of future performance and should not be relied upon in making any investment decision. Such statements are based on currently available operating, financial and competitive information and are subject to various risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations. While we cannot identify all such risks and uncertainties, we urge you to read the risks discussed in our Annual Report on Form 10-K and other materials that we publicly file with the Securities and Exchange Commission. Any forward-looking statements made in this press release are made only as of the date hereof. Hercules assumes no obligation to update any such statements in the future.

Contact:

Michael Hara

Investor Relations and Corporate Communications

Hercules Capital, Inc.

(650) 433-5578

mhara@htgc.com

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