htgc-20260423

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:


o			Preliminary Proxy Statement

o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x			Definitive Proxy Statement

o			Definitive Additional Materials

o			Soliciting Material Pursuant to §240.14a-12

HERCULES CAPITAL, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


x			No fee required

o			Fee paid previously with preliminary materials

o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(l) and 0-11

1 North B Street, Suite 2000, San Mateo, CA 94401

April 23, 2026

TO MY FELLOW STOCKHOLDER,

On behalf of the Board of Directors and the Hercules Capital team, thank you for your investment. Following another record-breaking year in 2025, it is my pleasure to once again invite you to the Hercules Capital Annual Meeting of Stockholders, which will be held virtually on June 18, 2026 at www.virtualshareholdermeeting.com/HTGC2026 at 9:00 a.m. Eastern Time. The notice of annual meeting and proxy statement following this letter describe the matters to be acted on at the meeting.

Thank you for your continued commitment to Hercules Capital and the entrepreneurs and businesses we serve.

Sincerely,

Scott Bluestein

Chief Executive Officer and Chief Investment Officer

PLEASE TAKE FIVE MINUTES RIGHT NOW TO VOTE YOUR SHARES:

•QR Code: Locate the QR Code on your proxy card to easily vote with your mobile phone.

•By Internet or Phone:

1.Locate the 16-digit control number included in the proxy card, voter instruction or notice.

2.Visit www.proxyvote.com or call 1-800-690-6903, submit your control number and instruct your shares.

•Mail: Sending your completed and signed proxy card or voter instruction form to the address on your proxy card or voter instruction form.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 18, 2026

Our proxy statement, a form of proxy card and our annual report on Form 10-K for the year ended December 31, 2025

are available on the Internet at www.proxyvote.com.

The following information applicable to the Annual Meeting is located in the proxy statement and accompanying proxy card:

•The date, time and location of the meeting;

•A list of the matters intended to be acted on and our Board of Directors’ recommendations regarding those matters;

•Any control/identification numbers that you need to access your proxy card; and

•Information about attending the meeting and voting in person.

1 North B Street, Suite 2000, San Mateo, CA 94401

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

The 2026 Annual Meeting of the Stockholders of Hercules Capital, Inc., a Maryland corporation, will be held virtually at www.virtualshareholdermeeting.com/HTGC2026, on June 18, 2026, at 9:00 a.m. Eastern Time, in order to:

1.elect an independent director;

2.provide an advisory vote to approve the Company's named executive officer compensation;

3.provide an advisory vote on the frequency of the advisory vote to approve the Company's named executive officer compensation;

4.approve the amendment and restatement of the Hercules Capital, Inc. Amended and Restated 2018 Equity Incentive Plan;

5.approve the amendment and restatement of the Hercules Capital, Inc. 2018 Non-Employee Director Plan;

6.ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2026; and

7.transact such other business as may properly come before the meeting or any postponement or adjournment thereof.

If you were a stockholder as of the close of business on April 9, 2026, you are entitled to vote at the meeting and at any postponement or adjournment thereof.

Please indicate your vote as to the matters to be acted on at the meeting by following the instructions provided in the enclosed proxy card or voting instruction form, whether or not you plan on attending the meeting. If you plan to attend the meeting and wish to vote or change your vote there, please review the instructions set forth in the accompanying proxy statement under the caption “Record Date and Voting Information.”

We have enclosed with this notice and proxy statement a copy of our annual report on Form 10-K for the year ended December 31, 2025.

By Order of the Board of Directors,

Kiersten Zaza Botelho

Secretary

Dated: April 23, 2026

PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

TABLE OF CONTENTS


SUMMARY INFORMATION			6
2026 Annual Meeting Proposals			6
How to Vote			6
Record Date and Voting Information			7
Record Date			7
Quorum			7
Required Vote			7
How to Revoke or Change Your Vote			7
Abstentions and Broker Non-Votes			7
Confidential Voting			7
Other Information			8
Householding			8
Cost of Solicitation			8
Dissenters’ or Appraisal Rights			8
Questions and Contact Information			8
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			9
PROPOSAL 1: ELECTION OF AN INDEPENDENT DIRECTOR			11
Summary of the Board and 2026 Director Nomination Process			11
Key Stockholder Considerations			11
CORPORATE GOVERNANCE			12
Board Structure and Composition			12
Board Committees			12
Director Qualifications			13
Corporate Governance Practices			14
Director Independence; Conflicts			15
Board Oversight of Risk			15
Corporate Responsibility			16
Additional Information			16
Communication with the Board			16
Availability of Corporate Governance Documents			16
BIOGRAPHICAL INFORMATION			17
Directors			17
Officers Who Are Not Directors			19
COMPENSATION DISCUSSION AND ANALYSIS			20
Compensation Determination Process			20
Role of the Independent Compensation Consultant			20
Peer Group Composition, Data and Review			21
Assessment of Company and Individual Performance, Pay-for-Performance Alignment and Other Considerations			21
Risk Assessment of the Compensation Program			22
Regulatory Framework for BDC Compensation			23
The NEO Compensation Program			23
Compensation Elements			24
Compensation Recoupment (Clawback) Policy			25
Timing of Equity Awards			25
COMPENSATION COMMITTEE REPORT			26
COMPENSATION TABLES			27
Named Executive Officer Compensation			27


Summary Compensation Table			27
Grants of Plan Based Awards in 2025			27
Outstanding Equity Awards at Fiscal Year End, December 31, 2025			28
Options Exercised and Stock Vested in 2025			29
Potential Payments upon Termination or Change in Control			29
CEO Pay Ratio			30
Pay vs. Performance			30
Independent Director Compensation			34
Equity Compensation Plan Information			34
PROPOSAL 2: ADVISORY PROPOSAL TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION			35
2026 “Say-on-Pay” Advisory Vote			35
NEO Compensation and 2025 “Say-on-Pay” Advisory Vote			35
Key Stockholder Considerations			35
PROPOSAL 3: ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION			36
Background			36
Key Stockholder Considerations			36
PROPOSAL 4: APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE HERCULES CAPITAL, INC. AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN			37
Key Stockholder Considerations			37
Outstanding Awards			37
Promotion of Good Corporate Governance Practices			38
Changes to the Plan			38
Summary of the Plan			38
SEC Order and Limitations on Awards			41
Certain Federal Income Tax Considerations			42
New Plan Benefits			43
Registration with the SEC			43
PROPOSAL 5: APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE HERCULES CAPITAL, INC. 2018 NON-EMPLOYEE DIRECTOR PLAN			44
Key Stockholder Considerations			44
Outstanding Awards			44
Changes to the Director Plan			44
Summary of the Director Plan			44
SEC Order and Limitations on Awards			46
Certain Federal Income Tax Considerations			47
New Plan Benefits			47
PROPOSAL 6: RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2026			49
Key Stockholder Considerations			49
Principal Accountant Fees and Services			49
Pre-Approval Policy			50
AUDIT COMMITTEE REPORT			51
STOCKHOLDER PROPOSALS			52
PRIVACY NOTICE			53
ANNEX A			A-1
ANNEX B			B-1

SUMMARY INFORMATION

This summary provides highlights about Hercules Capital, Inc. and information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider when deciding how to vote your Shares.

You are receiving this proxy statement because you hold shares of common stock (each, a "Share" and collectively, "Shares") of Hercules Capital, Inc. (“Hercules,” the “Company,” “we,” “us,” or “our”) as of the close of business on April 9, 2026 (the "Record Date"). We are a specialty finance company focused on providing senior secured loans to high-growth, innovative venture capital-backed and institutional-backed companies in a variety of technology and life sciences industries. We are also an internally managed, non-diversified closed-end investment company that has elected to be regulated as a business development company (or "BDC") under the Investment Company Act of 1940 (the “1940 Act”). We are required to hold an annual meeting of our stockholders and provide you, our stockholder, with information about the meeting and the proposals we are asking you to vote on at the meeting. This proxy statement provides information relating to our 2026 annual meeting (the “Annual Meeting”), which will be held virtually on June 18, 2026 at 9:00 a.m., Eastern Time at www.virtualshareholdermeeting.com/HTGC2026. This proxy statement, the notice of annual meeting of stockholders and the accompanying proxy card, together with a copy of our annual report on Form 10-K, are first being released to stockholders on or about April 23, 2026.

2026 Annual Meeting Proposals

Stockholders will be asked to vote on the following proposals at the Annual Meeting:

1.Election of an independent director;

2.Advisory vote to approve the Company's named executive officer compensation;

3.Advisory vote on the frequency of the advisory vote to approve the Company's named executive officer compensation;

4.Approval of the amendment and restatement of the Hercules Capital, Inc. Amended and Restated 2018 Equity Incentive Plan;

5.Approval of the amendment and restatement of the Hercules Capital, Inc. 2018 Non-Employee Director Plan;

6.Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2026; and

7.The transaction of such other business as may properly come before the meeting or any postponement or adjournment thereof.

How to Vote

Voting takes only a few minutes and can be done using any one of the below methods:

•QR Code: Locate the QR Code on your proxy card to easily vote with your mobile phone.

•By Internet or Phone:

1.Locate the 16-digit control number included in the proxy card, voter instruction or notice.

2.Visit www.proxyvote.com or call 1-800-690-6903, submit your control number and instruct your shares.

•Mail: Sending your completed and signed proxy card or voter instruction form to the address on your proxy card or voter instruction form.

You may also attend and participate in the Annual Meeting virtually by following the instructions on www.proxyvote.com. Please have your 16-Digit Control Number (located on your proxy card) to join the meeting. If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will appear on the log in website page fifteen minutes prior to the meeting start time.

If your Shares are held in street name (meaning you hold your Shares in a bank or brokerage account or with another nominee) and you want to vote your Shares virtually at the Annual Meeting, you must obtain a valid proxy from your broker or

nominee. Additionally, the availability of telephone or Internet voting depends on the voting process used by the broker or nominee that holds your Shares.

We are not aware of any other matters that may be presented or acted on at the Annual Meeting other than those listed above. If you vote by signing and returning the enclosed proxy card or using the telephone or Internet voting procedures, the individuals named as proxies on the card (the "Proxies") may vote your shares, in their discretion, on any other matter requiring a stockholder vote that comes before the Annual Meeting.

Record Date and Voting Information

Record Date

Our Board selected April 9, 2026 as the Record Date for determining stockholders entitled to vote at the Annual Meeting. This means that if you were a registered stockholder with our transfer agent and registrar, Computershare Trust Company, N.A., as of the close of business on the Record Date, you may vote your Shares on the matters to be considered by our stockholders at the Annual Meeting. If your Shares were held in street name on that date, the broker or other nominee that was the record holder of your Shares has the authority to vote them at the Annual Meeting in accordance with your instructions. They have forwarded to you this proxy statement seeking your instructions on how you want your Shares voted. As of the close of business on the Record Date, 187,133,158 shares of our common stock were outstanding. Each outstanding share of common stock entitles its holder to one vote on each matter to be acted on at the Annual Meeting.

Quorum

We cannot conduct any business at the Annual Meeting unless a quorum of stockholders is present – meaning generally that stockholders who collectively hold a majority of the outstanding Shares entitled to vote at the Annual Meeting have voted or authorized a proxy to vote. Abstentions and broker non-votes (see below) will be treated as Shares present for determining whether we have a quorum. If we do not have a quorum, the chairman of the Annual Meeting may adjourn the meeting to a later date to allow additional time for stockholders to vote.

Required Vote

Proposal 1 requires the affirmative vote of a majority of the votes cast for and against a director nominee at the Annual Meeting in person or by proxy. Proposals 2, 3, 4, 5 and 6 require the affirmative vote a majority of the votes cast at the Annual Meeting in person or by proxy.

How to Revoke or Change Your Vote

If you are a registered stockholder, you may revoke or change your proxy at any time before the Annual Meeting by notifying the Corporate Secretary in writing at Hercules Capital, Inc., c/o Kiersten Zaza Botelho, Corporate Secretary, 1 North B Street, Suite 2000, San Mateo, California 94401, returning a signed proxy with a later date, submitting an electronic proxy as of a later date or by virtually attending and voting at the Annual Meeting. Just attending the Annual Meeting, without any other action, will not revoke a previously-submitted proxy. If your Shares are held in “street name,” you will need to contact the bank, broker or other nominee with which you hold your Shares for instructions on how to change your vote.

Abstentions and Broker Non-Votes

An abstention represents action by a stockholder to refrain from voting “for” or “against” a proposal. Abstentions will have no effect on the outcomes of any of the Proposals at the Annual Meeting. “Broker non-votes” represent votes that are not cast on a non-routine matter by a broker that is present (in person or by proxy) at the meeting because (i) the Shares entitled to cast the votes are held in “street name,” (ii) the broker lacks discretionary authority to vote the Shares and (iii) the broker has not received voting instructions from the beneficial owner. For the Annual Meeting, each of Proposals 1, 2, 3, 4 and 5 is a non-routine matter. This means that if you hold your Shares in “street name,” your broker, bank or nominee will not be able to vote your Shares with respect to Proposals 1, 2, 3, 4 or 5 unless you give your broker (or bank or other nominee) specific instructions on how to vote your Shares. Proposal 6 is a routine matter. As a result, if you beneficially own your Shares and you do not provide your broker, bank or nominee with voting instructions, then your broker, bank or nominee will be able to vote your Shares with respect to Proposal 6 on your behalf.

Confidential Voting

All voted proxies and ballots will be handled to protect your voting privacy as a stockholder. Your vote will not be disclosed except to meet any legal requirements, to permit the inspectors of election to tabulate and certify your vote; or to adequately respond to your written comments on your proxy card.

Other Information

Householding

If you hold Shares in “street name,” the banks, broker or other nominee with whom you hold your Shares may be “householding” our proxy statements, annual reports and related materials. “Householding” means that only one copy of these documents is sent to multiple stockholders living in the same household. If you would like to receive your own set of our proxy statements, annual reports and related materials, or if you share an address with another Hercules stockholder and you both would like to receive only a single set of these documents, please contact your bank, broker or other nominee.

Cost of Solicitation

The Company is paying all of the costs associated with the Annual Meeting, including the preparation, assembly, printing and mailing of this proxy statement, the proxy card and any additional information furnished to stockholders. The Company may solicit votes by phone, fax or other electronic means of communication, or in person. The Company has also retained Broadridge Financial Services Inc. to assist in the solicitation of proxies for estimated fees of $40,000 plus out-of-pocket expenses.

Dissenters’ or Appraisal Rights

Stockholders have no dissenters’ or appraisal rights in connection with any of the proposals described herein.

Questions and Contact Information

If you have any further questions about how to cast your vote, the Annual Meeting or about this proxy statement generally, please contact Michael Hara, Managing Director of Investor Relations and Corporate Communications, at (650) 433-5578 or mhara@htgc.com or Kiersten Zaza Botelho, Corporate Secretary, at (617) 314-9973 or kbotelho@htgc.com.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of April 9, 2026, the beneficial ownership of each current Director, Director Nominee, our executive officers, each person known to us to beneficially own more than 5% of the outstanding Shares, and our executive officers and Directors as a group. Beneficial ownership is determined in accordance with the rules of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof or has the right to acquire such powers within 60 days. Common stock subject to options or warrants that are currently exercisable or exercisable within 60 days of April 9, 2026 are deemed to be outstanding and beneficially owned by the person holding such options or warrants. Such Shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person. Ownership information for those persons who beneficially own 5.0% or more of our Shares of common stock pursuant to these rules is based upon reports filed by such persons with the SEC and other information obtained from such persons, if available. Percentage of ownership is based on 187,133,158 Shares outstanding as of April 9, 2026. Unless otherwise indicated, to our knowledge, each stockholder listed below has sole voting and investment power with respect to the Shares beneficially owned by the stockholder, except to the extent authority is shared by their spouses under applicable law. Unless otherwise indicated, the address of all executive officers and Directors is c/o Hercules Capital, Inc., 1 North B Street, Suite 2000, San Mateo, California 94401.

Name Address of Beneficial Owner

Type of Ownership

Number of Shares Owned Beneficially(1)

Percentage of Class

Interested Director

Scott Bluestein(2)

Record/Beneficial

2,495,986

1.3

Independent Directors

Robert P. Badavas(3)

Record/Beneficial

127,143

DeAnne Aguirre(4)

Record/Beneficial

30,835

Gayle Crowell(5)

Record/Beneficial

97,589

Thomas J. Fallon(6)

Record/Beneficial

163,628

Wade Loo(7)

Record/Beneficial

46,817

Pam Randhawa(8)

Record/Beneficial

22,486

Nikos Theodosopoulos(9)

Record/Beneficial

29,362

Other Executive Officers

Seth H. Meyer(10)

Record/Beneficial

442,079

Christian Follmann(11)

Record/Beneficial

147,687

Kiersten Zaza Botelho(12)

Record/Beneficial

91,362

Executive Officers and Directors as a group (11 persons)(13)

2.0

Beneficial Owners of More than 5%

Kingdom Holding Company(14)

9,411,490

5.03

* Less than 1%.

(1) Beneficial ownership has been determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934 (the "Exchange Act").

(2) Includes 505,903 restricted Shares.

(3) Includes 1,412 restricted Shares. 122,073 Shares are held of record by the Robert P. Badavas Trust of 2007 and Mr. Badavas disclaims any beneficial ownership interest of such Shares except to the extent of his pecuniary interest therein.

(4) Includes 3,329 restricted Shares. 20,086 Shares are held of record by the Aguirre Family 2004 Trust and Ms. Aguirre disclaims any beneficial ownership interest in such Shares except to the extent of her pecuniary interest therein.

(5) Includes 2,020 restricted Shares.

(6) Includes 2,020 restricted Shares. 157,669 Shares are held of record by the Fallon Family Revocable Trust and Mr. Fallon disclaims any beneficial ownership interest of such Shares except to the extent of his pecuniary interest therein.

(7) Includes 3,329 restricted Shares. 40,188 Shares are held of record by the Loo Revocable Trust and Mr. Loo disclaims any beneficial ownership interest of such Shares except to the extent of his pecuniary interest therein.

(8) Includes 1,412 restricted Shares.

(9) Includes 2,020 restricted Shares.

(10) Includes 156,936 restricted Shares

(11) Includes 64,761 restricted Shares and 350 Shares held by Mr. Follmann’s spouse in her name. Mr. Follmann disclaims any beneficial ownership interest of such Shares held by his spouse except to the extent of his pecuniary interest therein.

(12) Includes 56,789 restricted Shares.

(13) Includes 799,931 restricted Shares.

(14) Based on information provided in a Schedule 13G filed on May 8, 2023, Kingdom Holding Company reported sole voting and dispositive power with respect to Shares. The Schedule 13G does not include any information regarding Shares acquired or sold since the date of

such Schedule 13G. The business address of Kingdom Holding Company is 66 Floor, Kingdom Centre, P.O. Box 1, Riyadh 11321, Kingdom of Saudi Arabia.

The following table sets forth as of April 9, 2026, the dollar range of our securities beneficially owned by our Directors and named executive officers.


			Name and Address of Beneficial Owner						Dollar Range of Equity Securities Beneficially Owned
			Interested Director
			Scott Bluestein						Over $100,000
			Independent Directors
			Robert P. Badavas						Over $100,000
			DeAnne Aguirre						Over $100,000
			Gayle Crowell						Over $100,000
			Thomas J. Fallon						Over $100,000
			Wade Loo						Over $100,000
			Pam Randhawa						Over $100,000
			Nikos Theodosopoulos						Over $100,000
			Other Executive Officers
			Seth H. Meyer						Over $100,000
			Christian Follmann						Over $100,000
			Kiersten Zaza Botelho						Over $100,000

PROPOSAL 1: ELECTION OF AN INDEPENDENT DIRECTOR

This Proposal 1 requests that stockholders elect Robert P. Badavas, an independent director and Class I director, to the Board to serve until the third annual meeting of stockholders following his election and until his successor is duly elected and qualifies or until his earlier death, resignation or removal from the Board. You should carefully read this Proposal 1 in its entirety before voting.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE DIRECTOR NOMINEE.

Summary of the Board and 2026 Director Nomination Process

As of the date of this proxy statement, the Board consists of a majority of directors who are not an “interested persons” of the Company, as defined by the 1940 Act and applicable New York Stock Exchange ("NYSE") rules, and each such director is referred to as an "independent director." The Board is composed of three classes (Class I, Class II and Class III), with members of each serving until the third annual meeting of stockholders following his or her election and until his or her successor is duly elected and qualifies, or until his or her earlier death, resignation or removal from the Board.

Robert P. Badavas and Pam Randhawa are the Class I Directors whose terms will expire at the Annual Meeting. Pam Randhawa has informed the Board that she will not stand for re-election at the Annual Meeting. The Board thanks Ms. Randhawa for her dedicated service and valuable contributions to the Company.

The Company's Nominating and Corporate Governance Committee (the "Governance Committee") and the Board have each approved Mr. Badavas’ nominations to stand for election at the Annual Meeting. If elected, he will serve for a three-year term expiring at the 2029 annual meeting of stockholders and until his successor is duly elected and qualifies, or until his earlier death, resignation or removal from the Board. Mr. Badavas' biographical information can be found below under “Biographical Information – Directors.”

Mr. Badavas is not being nominated as a Director for election pursuant to any agreement or understanding between him and the Company. Mr. Badavas has indicated his willingness to continue to serve if elected and the Board has no reason to believe that Mr. Badavas will be unable or unwilling to serve. Mr. Badavas has also consented to be named as the Director Nominee in this proxy statement. Mr. Badavas is an independent director.

Key Stockholder Considerations

Stockholders should review this Proposal 1 in its entirety, as well as the biographies of the Directors and Director Nominee when determining how to vote on this Proposal 1. The Board believes that it is in your best interest for the Director Nominee to be elected to the Board. The Board recommends that stockholders vote FOR the Director Nominee pursuant to Proposal 1.

In the absence of instructions to the contrary, it is the intention of the Proxies to vote such proxy FOR the election of the Director Nominee. If the Director Nominee should decline or be unable to serve as a Director, it is intended that the proxy will be voted for the election of the person nominated by the Board as a replacement.

The Director Nominee will be elected pursuant to this Proposal 1 if he receives the affirmative vote of a majority of the total votes cast for and against the Director Nominee at the Annual Meeting. Abstentions and broker non-votes will not count as votes cast and will have no effect on the outcome of this Proposal 1. Stockholders may not cumulate their votes. Even if the Director Nominee is not elected, he will remain in office as a Director until the earlier of the acceptance by the Board of his resignation or his removal. If the Director Nominee is not elected pursuant to this Proposal 1, the Director is required to offer to resign from the Board. In that event, the Governance Committee will consider such offer to resign and make a recommendation to the Board, who will then vote whether to accept the Director’s resignation in accordance with the procedures listed in the Company’s Corporate Governance Guidelines. Each Share may be voted for as many individuals as there are Director Nominees and for whose election the Share is entitled to be voted.

CORPORATE GOVERNANCE

Board Structure and Composition

The Board is comprised of a majority of independent directors, including an Independent Lead Director and Chairman of the Board. The Board and the committees remain in close contact with Company management and receive reports on various aspects of management and enterprise risk directly from our senior management and independent public accountant. The Board believes this provides an efficient and effective leadership model for the Company. The Board recognizes that no single leadership model is right for all companies at all times and that, depending on the circumstances, other leadership models might be appropriate at different times. Accordingly, the Board periodically reviews its leadership structure and considers changes to it.

Board Committees

Our Board has established an Audit Committee, a Compensation Committee, and a Governance Committee. Each committee member is an independent director and satisfies the independence requirements of the applicable rules of the NYSE. The members of each committee, the number of times each committee met during 2025 and descriptions of each committee are set forth below. The charter of each committee is available on the Investor Relations page of our website at: https://investor.htgc.com/corporate-governance/governance-documents.

Board Committees

Independent Director

Audit

Compensation

Nominating and Corporate Governance

Robert P. Badavas

●

DeAnne Aguirre

●

Gayle Crowell

Chair

●

Thomas J. Fallon

●

Wade Loo

Chair

●

Pam Randhawa{1)

●

Nikos Theodosopoulos

●

Chair

Number of meetings in 2025:

(1) Ms. Randhawa will not stand for re-election to the Board after her current term, which ends at the Annual Meeting.

The Audit Committee oversees the accounting and financial reporting processes and the integrity of the financial statements, establishes procedures for complaints relating to accounting, internal accounting controls or auditing matters, examines the independence qualifications of our auditors, assists our Board’s oversight of our compliance with legal and regulatory requirements and enterprise risk management, assists our Board in fulfilling its oversight responsibilities related to the systems of internal controls and disclosure controls which management has established regarding finance, accounting, and regulatory compliance, reviews and recommends to the Board the valuation of the Company’s portfolio. Our Board has determined that each member of the Audit Committee is an “Audit Committee financial expert” as defined by the SEC. For more information on the backgrounds of these directors, see their biographical information below.

The Compensation Committee oversees our overall compensation strategies, plans, policies and programs, approves Director and executive compensation, assesses compensation-related risks, reviews compliance with applicable exemptive orders and stockholder-approved equity compensation plans, and approves and oversees the implementation of the executive compensation clawback policy. The Compensation Committee has the authority to engage the services of outside advisers, experts and others as it deems necessary to assist the committee in connection with its responsibilities. The actions of the Compensation Committee are generally reviewed and ratified by the entire Board, except the employee directors do not vote with respect to their compensation.

The Nominating and Corporate Governance Committee discharges our Board’s responsibilities related to general corporate governance practices, including developing, reviewing and recommending to our Board a set of principles to be adopted as the Company’s Corporate Governance Guidelines; conducts an annual performance evaluation of our Board, its Committees, and its members; reviews Board composition, size, and refreshment and identifying and recommending to our Board qualified director candidates; oversees succession planning for the CEO, Section 16 officers and senior management who report to the CEO; oversees the Director resignation policy set forth in the Corporate Governance Guidelines; considers nominees properly

recommended by a stockholder; and regularly considers the composition of our Board to ensure there is a proper combination of skills, professional experience, tenure and diverse viewpoints, perspectives and backgrounds.

Director Qualifications

The Board recognizes that it is important to assemble a body of Directors that, taken together, has the skills, qualifications, experience and attributes appropriate for functioning as a Board, and working with management, effectively. The Governance Committee is responsible for maintaining a well-rounded and diverse Board that has the requisite range of skills and qualifications to oversee the Company effectively. Criteria considered by the Governance Committee in evaluating qualifications of individuals for election as members of the Board consist of the independence and other applicable NYSE corporate governance requirements; the 1940 Act and all other applicable laws, rules, regulations and listing standards; and the criteria, polices and principles set forth in the Governance Committee charter. Our Board believes in the value of diverse viewpoints and seeks to ensure that its composition reflects a mix of members representing various skills, professional experience, backgrounds and perspectives. The Board must also comprise individuals with experience or skills sufficient to meet the requirements of the various rules and regulations of the NYSE and the SEC, such as the requirements to have a majority of independent directors and an “audit committee financial expert.” In light of our business, the primary areas of experience and qualifications sought by the Governance Committee in Directors and Director Nominees include, but are not limited to, the following:

•Client Industries—Experience with venture capital-backed companies in general, and our specific portfolio company industries – technology and life sciences.

•Banking/Financial Services—Experience with commercial or investment banking, mutual fund, or other financial services industries, including regulatory experience and specific knowledge of the 1940 Act, the Securities Act of 1933 (the "Securities Act") and the Exchange Act.

•Leadership/Strategy—Experience as a CEO, COO, President, CFO, or significant division manager responsible for leading a large team and establishing and executing successful business strategies.

•Finance, IT and Other Business Operations—Experience related to finance, accounting, IT, treasury, human resources, or other key business processes.

•Enterprise Risk Management—Experience with enterprise risk management processes and functions.

•Governance—Experience with corporate governance issues, particularly in publicly-traded companies.

•Strategic Planning—Experience with senior executive-level strategic planning for publicly-traded companies, private companies, and non-profit entities.

•Mergers and Acquisitions—Experience with public and private mergers and acquisitions, both in identifying and evaluating potential targets, as well as post-acquisition integration.

•Cybersecurity – Experience in cybersecurity, a certification or degree in cybersecurity, or the knowledge, skills or other background in cybersecurity, including, for example, in the areas of security policy and governance, risk management, security assessment, control evaluation, security architecture and engineering, security operations, incident handling, or business continuity planning.

•Artificial Intelligence – Experience overseeing the use of AI technologies in a business, including strategy and adoption, responsible use and governance, assessment of risks and opportunities, and compliance with applicable laws and standards.

Any stockholder may nominate one or more persons for election as one of our directors at an annual meeting of stockholders if the stockholder complies with the notice, information and consent provisions contained in our Bylaws and any other applicable law, rule or regulation regarding director nominations. When submitting a nomination to our Company for consideration, a stockholder must provide certain information that would be required under applicable SEC rules, including the following minimum information for each director nominee: full name, age and address; number of any Shares beneficially owned by the nominee, if any; the date such Shares were acquired and the investment intent of such acquisition; whether such stockholder believes the nominee is an “interested person” of our Company, as defined in 1940 Act; and all other information required to be disclosed in solicitations of proxies for election of directors in an election contest or is otherwise required, including the nominee’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected. See

“Stockholder Proposals” in this proxy statement and the relevant provisions of our Bylaws for other requirements of stockholder proposals.

Corporate Governance Practices

Our business, property and affairs are managed under the direction of our Board. Members of our Board are kept informed of our business through discussions with senior management and certain other employees, and by reviewing materials provided to them and participating in meetings of our Board and its Committees.

Each Director makes a diligent effort to attend all Board and Committee meetings, as well as our annual meeting of stockholders. All Directors attended at least 75% of the aggregate number of meetings of the Board and of the respective Committees on which they served during 2025. Each of our then-serving Directors attended our 2025 annual meeting of stockholders. During 2025, the Board held four regular meetings to address regular, quarterly business matters, three special meetings to address business matters that arose between quarters, and reviewed and approved by written consent such other intra-quarter matters.

Because our Board is committed to strong and effective corporate governance, it regularly monitors our corporate governance policies and practices to ensure we meet or exceed the requirements of applicable laws, regulations and rules, and the NYSE’s listing standards. The Board has adopted a number of policies to support our values and good corporate governance, including our Committee charters, Insider Trading Policy, Code of Ethics and Code of Business Conduct and Ethics. The Insider Trading Policy, among other things, governs the purchase, sale and/or other dispositions of our securities by Directors and executive officers and we believe has been reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to us. Our insider trading policy is filed as an exhibit to our annual report on Form 10-K for the year ended December 31, 2025.

The Board has adopted our Corporate Governance Guidelines, which provide a framework for the operation of the Board and address key governance practices. The Corporate Governance Guidelines are available on the Investor Relations page of our website at https://investor.htgc.com/corporate-governance/governance-documents. Our Board continuously reviews and, as appropriate, updates our Corporate Governance Guidelines, practices and framework. Examples of our corporate governance practices include:

Board Practices

•Majority independent directors

•Demonstrated commitment to Board refreshment (since 2021, assuming election of the current Director Nominee, 4 new Directors have joined and 4 have rolled off the Board)

•Demonstrated commitment to periodic committee refreshment and committee chair succession

•Robust Director nominee selection process

•Regular Board, Committee and Director evaluations

•Lead Independent Director elected by the independent directors, with robust duties and oversight responsibilities

•Independent Audit, Compensation and Governance Committees

•Regular executive sessions of independent directors

•Strategy and risk oversight by full Board and Committees

•Regular review and assessment of Committee responsibilities

Stockholder Matters

•Long-standing, active stockholder engagement

•Annual “say-on-pay” advisory vote 90% stockholder approval (based on number of votes cast) in 2025

•Majority voting with resignation policy for Directors in uncontested elections

Other Best Practices

•Stock ownership guidelines for executive officers and Directors

•Annual Board review of CEO and senior management succession planning

•Anti-hedging and anti-pledging policies

•Clawback policy for incentive awards

•No tax gross-up payments

Director Independence; Conflicts

The NYSE’s listing standards and the 1940 Act require that a majority of our Board and every member of our Audit, Compensation, and Governance Committees be “independent.” Under the NYSE’s listing standards and our Corporate Governance Guidelines, no director will be considered to be independent unless and until our Board affirmatively determines that such director has no direct or indirect material relationship with the Company or our management. Our Board reviews the independence of its members annually. In determining that Mss. Aguirre, Crowell and Randhawa and Messrs. Badavas, Fallon, Loo and Theodosopoulos are independent, our Board, through the Governance Committee, considered the financial services, commercial, family and other relationships between each Director and his or her immediate family members or affiliated entities, on the one hand, and the Company, on the other hand.

Certain Relationships and Related Transactions. We have established a written policy to govern the review, approval and monitoring of transactions involving the Company and certain persons related to the Company. As a BDC, the 1940 Act restricts us from participating in transactions with any persons affiliated with the Company, including our officers, Directors, and employees and any person directly or indirectly controlling, controlled by or under common control with us.

In order to ensure that we do not engage in any prohibited transactions with any persons affiliated with the Company, our officers screen each of our transactions for any possible affiliations, close or remote, between the proposed portfolio investment, the Company, companies controlled by us and our employees and Directors. We will not enter into any agreements unless and until we are satisfied that no affiliations prohibited by the 1940 Act exist or, if such affiliations exist, we have taken appropriate actions to seek Board review and approval or exemptive relief from the SEC for such transaction.

Code of Business Conduct and Ethics. Our Code of Business Conduct and Ethics requires that our Directors and executive officers avoid any conflict, or the appearance of a conflict, between an individual’s personal interests and the interests of the Company. Pursuant to our Code of Business Conduct and Ethics, each Director and executive officer must disclose any conflicts of interest, or actions or relationships that might give rise to a conflict, to our Audit Committee. Certain actions or relationships that might give rise to a conflict of interest are reviewed and approved by our Board.

Compensation Committee Interlocks and Insider Participation. All members of our Compensation Committee are independent directors and none of the members are present or past officers or employees of the Company. No member of our Compensation Committee has had any relationship with the Company requiring disclosure under Item 404 of Regulation S-K under the Exchange Act. In addition, no Compensation Committee interlocking relationships, as set forth under Item 407(e) of Regulation S-K, existed during 2025 between any member of the Board, the Compensation Committee or our executive officers.

Anti-Hedging and Anti-Pledging Policy. The Company's Corporate Governance Guidelines prohibit Directors, executive officers, and employees from pledging Shares as loan collateral or engaging in hedging or monetization transactions involving Company stock.

Board Oversight of Risk

While day-to-day risk management is primarily the responsibility of our management team, our Board, as a whole and through its Committees, is responsible for oversight of the risk management processes.

Our Audit Committee has oversight responsibility not only for financial reporting with respect to our major financial exposures and the steps management has taken to monitor and control such exposures, but also for the effectiveness of management’s enterprise risk management process that monitors and manages key business risks facing the Company. In addition to our Audit Committee, the other Committees of our Board consider the risks within their areas of responsibility.

For example, the Compensation Committee considers the risks that may be posed by our executive compensation program and the Governance Committee oversees risks that may be posed by our policies and procedures related to director nomination, evaluation and succession planning. For more information about the risks overseen by the committees, see “Board Committees.”

Management provides regular updates throughout the year to our Board regarding the management of the risks they oversee at each regular meeting of our Board. Also, our Board receives presentations throughout the year from various department and business group heads that include discussion of significant risks as necessary. Additionally, our full Board reviews our short and long-term strategies, including consideration of significant risks facing our business and their potential impact.

Corporate Responsibility

We believe that environmental, social and governance factors are an important driver of long-term stockholder returns from both an opportunity and risk-mitigation perspective. Our investment strategy is centered around financing to high-growth and innovative venture capital-backed and institutional-backed companies in both technology and life sciences. Certain of these companies are on the cutting edge of developing new and innovative technologies or are advancing novel drug candidates that have the possibility of providing significant benefits to patients in a variety of areas, including those with unmet needs. We believe the consideration of factors related to sustainable and responsible investments provides meaningful value to our employees, portfolio companies, stockholders and community.

Our mission is to provide our stockholders with an investment strategy that delivers attractive risk-adjusted returns. We employ a disciplined investment process that seeks to both uncover opportunities and evaluate potential risks while striving for the best possible return. Consistent with these objectives, we take a comprehensive approach to integrating relevant environmental, social and governance criteria into our investment process that involves reviewing and considering these matters, as appropriate, in the due diligence and investment decision processes.

Additional Information

Communication with the Board

We believe that communications between our Board, our stockholders and other interested persons are an important part of our corporate governance process. Stockholders with questions about the Company are encouraged to contact Michael Hara, Managing Director of Investor Relations and Corporate Communications, at (650) 433-5578. However, if stockholders believe that their questions have not been addressed, they may communicate with our Board by sending their communications to Hercules Capital, Inc., c/o Kiersten Zaza Botelho, Corporate Secretary, 1 North B Street, Suite 2000, San Mateo, California 94401. All stockholder communications received in this manner will be delivered to one or more members of our Board.

Mr. Badavas currently serves as Lead Independent Director and Chairman of the Board, and presides over executive sessions of the independent directors. Parties may communicate directly with Mr. Badavas by sending their communications to Hercules Capital, Inc., c/o Kiersten Zaza Botelho, Corporate Secretary at the above address. All communications received in this manner will be delivered to Mr. Badavas.

All communications involving accounting, internal accounting controls and auditing matters, possible violations of, or non-compliance with, applicable legal and regulatory requirements or our Code of Ethics, or retaliatory acts against anyone who makes such a complaint or assists in the investigation of such a complaint, will be referred to Kiersten Zaza Botelho, Corporate Secretary and Chief Compliance Officer ("CCO"). The communication will be forwarded to the Audit Committee Chair if our CCO determines that the matter has been submitted in conformity with our whistleblower procedures or otherwise determines that the communication should be so directed. The acceptance and forwarding of a communication to any Director does not imply that the Director owes or assumes any duty to the person submitting the communication, all such duties being only as prescribed by applicable law.

Availability of Corporate Governance Documents

To learn more about our corporate governance and to view our corporate governance documents, please visit www.htgc.com. Copies of these documents are also available in print and free of charge by writing to Hercules Capital, Inc., c/o Kiersten Zaza Botelho, Corporate Secretary, 1 North B Street, Suite 2000, San Mateo, California 94401.

BIOGRAPHICAL INFORMATION

Set forth below is certain information (as of the Record Date) with respect to the Company's directors, including the Director Nominee, who will continue as directors following the Annual Meeting, as well as the Company's executive officers. In addition to the information presented below regarding each nominee’s specific experience, qualifications, attributes and skills that led our Board to the conclusion that he or she should serve as a director, we also believe that all of our director nominees have a reputation for integrity, honesty and adherence to high ethical standards. They each have demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to the Company and our Board. The address for each officer and director is c/o Hercules Capital, Inc., 1 North B Street, Suite 2000, San Mateo, California 94401.

Directors

Name, address and age(1)

Position(s) held
with Company

Term of office
and length of
time served

Principal occupation(s) during the past 5 years

Other directorships held

by Director or Director

Nominee during the

past 5 years(2)

DeAnne Aguirre (65)

Independent Director

Class III Director since 2022

EPAM Systems, Inc. (NYSE: EPAM) since 2023.

Robert P. Badavas (73)

Director Nominee and Lead Independent Director

Class I Director since 2006

President of Petros Ventures, Inc. since September 2016.

—

Scott Bluestein (47)

Interested Director, Chief Executive Officer and Chief Investment Officer

Class III Director since 2019

Chief Investment Officer of Hercules since 2014; Director and Chief Executive Officer since 2019.

—

Gayle Crowell (75)

Independent Director

Class II Director since 2019

Independent Business Consultant since 2019.

Envestnet (formerly NYSE: ENV) from 2016 to 2024.

Thomas J. Fallon (64)

Independent Director

Class II Director since 2014

Executive Vice President - Business Development of Sanmina Corporation since 2022.

—

Wade Loo (65)

Independent Director

Class III Director since 2021

Investor Committee Member at Mapletree Europe Income Trust since 2021 and Investment Committee Member at Mapletree US Commercial Income Trust since 2021.

—

Nikos Theodosopoulos (63)

Independent Director

Class II Director since 2014

Independent director, advisor, consultant and angel investor in the technology industry.

Arista Networks (NYSE: ANET) from 2014 to 2023, Harmonic (Nasdaq: HLIT) from 2015 to 2022, Adtran Holdings (Nasdaq: ADTN) since 2022.

(1) The address for each director is c/o Hercules Capital, Inc., 1 North B Street, Suite 2000, San Mateo, CA 94401.

(2) No director otherwise services as a director of an investment company subject to the 1940 Act.

Robert P. Badavas has served on the Board since March 2006 and was appointed Lead Independent Director and Chairman of the Board in 2017 and 2019, respectively. He serves as President of Petros Management Advisors (formerly Petros Ventures, Inc.), a management and advisory services firm, from 2009 to 2011 and since 2016. Mr. Badavas served as Chairman and Chief Executive Officer of PlumChoice, Inc., a technology services and software company, from 2011 to 2016. Mr. Badavas served as President and Chief Executive Officer of TAC Worldwide from 2005 through 2009, and was Executive Vice President and Chief Financial Officer of TAC Worldwide from 2003 to 2005. Prior to joining TAC Worldwide, Mr. Badavas served as Senior Partner and Chief Operating Officer of Atlas Venture, an international venture capital firm, from 2001 to 2003. He also served as Chief Executive Officer of Cerulean Technology, Inc., a venture capital-backed wireless application software company, from 1995 to 2001. Mr. Badavas served on the board of directors of Constant Contact, Inc., including as chairman of the audit committee, until its acquisition by Endurance International Group Holdings, Inc. in 2016. Mr. Badavas serves on the board of directors of Polyvinyl Films, Inc., a leading manufacturer and distributor of food-grade film products for consumer, retail and food-service markets worldwide, since 2019. Mr. Badavas is a Trustee Emeritus of Bentley University (2005-2019), having served as Board Chair (2018-2019) and Vice Chair (2013-2018). He holds a Master Professional Director Certification

from the American College of Corporate Directors and a National Association of Corporate Directors Certification. Mr. Badavas is a graduate of Bentley University with a BS in Accounting and Finance.

DeAnne Aguirre was appointed to the Board as an independent director in June 2022. Ms. Aguirre is an experienced corporate executive and board director with more than 30 years in senior leadership managing large and complex domestic and international business units. Ms. Aguirre currently serves as a member of the board of directors of EPAM Systems, Inc. (NYSE: EPAM), a leading digital transformation services and product engineering company, since 2023, and as a member of the board of directors of Cisive, a global technology-enabled compliance solutions company, since 2022. She served as North America Managing Partner and Health Industries Leader at Strategy&, a PwC Network Company, and Healthcare Strategy Leader for the strategy consulting business, from 2015 to 2020. From 1991 to 2015, Ms. Aguirre held various positions at Booz & Co./Booz Allen Hamilton, including Technology Leader of the Southern Cone based in Brazil and Co-leader of the Organization and Strategic Leadership Business. She also served on the global board of directors at Booz & Co./Booz Allen Hamilton from 1998 to 2007. Ms. Aguirre is a member of the National Association of Corporate Directors (NACD) and Women Corporate Directors (WCD). Ms. Aguirre received her Bachelor of Science in Mathematics, with emphasis in Computer Science, from Fort Hays State University and her Master of Science in Business Administration from the Stanford University Graduate School of Business.

Gayle Crowell was appointed to the Board as an independent director in February 2019. Ms. Crowell has been an Independent Business Consultant since 2019. She previously served as Senior Operating Consultant at Warburg Pincus, a leading global private equity firm, from 2001 to 2019. Prior to Warburg Pincus, Ms. Crowell held executive roles at leading software companies, including as President and CEO of RightPoint Software (acquired by E.piphany), Senior Vice President and General Manager of ViewStar (acquired by Mosaix), Group Director at Oracle Corporation, and Vice President of Sales at DSC and Cubix Corporation. She currently serves as a board member of Pliant Therapeutics (PLRX) (since 2019), and as Executive Chair of Instinct Science (since 2022) and Centerbase (since 2022), and as Lead Director of Fexa (since 2023). She previously served on the board of Envestnet, Inc. (NYSE: ENV) from 2016 to 2024, and GTreasury from 2021 to 2023. Ms. Crowell is a member of the National Association of Corporate Directors (NACD) and Women Corporate Directors (WCD). Ms. Crowell received her BS in Education from the University of Nevada at Reno.

Thomas J. Fallon was appointed to the Board as an independent director in 2014. Since 2022, Mr. Fallon has served as Executive Vice President - Business Development at Sanmina Corporation, an American electronics manufacturing services provider. Mr. Fallon previously served as Chief Executive Officer of Infinera Corporation, a global supplier of innovative networking solutions, from 2010 to 2020, and as a member of its board from 2009 to 2022. From 2006 to 2009, Mr. Fallon served as Infinera's Chief Operating Officer, and prior to that as Vice President of Engineering and Operations. Before joining Infinera, Mr. Fallon served in various executive positions at Cisco Systems, Inc. from 1991 to 2004, including as Vice President, Corporate Quality and Development Operations, and as General Manager of its Optical Transport Business Unit. Mr. Fallon is an Engineering Advisory Board Emeritus Member of the Cockrell School at the University of Texas at Austin, and a Member of the Technical Advisory Board of Quantumscape. Mr. Fallon holds a BS in Mechanical Engineering and an MBA from the University of Texas at Austin.

Wade Loo was appointed to the Board as an independent director in July 2021. Mr. Loo is a retired audit partner of KPMG LLP, where he served as Partner in Charge of KPMG's Northern California Audit Business Unit and led the firm's Audit Committee Institute activities in Silicon Valley. He has more than 40 years of business experience in finance, audit and strategy, business transformation and corporate development, both domestically and internationally. Mr. Loo currently serves as an Investor Committee Member at Mapletree Europe Income Trust and Mapletree US Commercial Income Trust, both private real estate investment trusts, since 2021. He serves on the Board of Trustees at the University of Denver (since 2023), as an Executive Advisory Board Member at the University of Denver-Daniels College of Business (since 2015), and as a Board Member at the Computer History Museum (since 2023). He previously served as Board Member and Audit Committee Chair at Guidance Software (2016-2017) and Kofax Ltd. (2011-2015), and in various roles at the Silicon Valley Community Foundation from 2015 to 2023, including as Board Chair from 2021 to 2023, and at JobTrain from 2006 to 2018, including as Board Chair from 2011 to 2017. Mr. Loo is a Certified Public Accountant (California). Mr. Loo received his Bachelor of Science in Accounting from the University of Denver, Daniels College of Business.

Nikos Theodosopoulos was appointed to the Board as an independent director in 2023. Since August 2012, Mr. Theodosopoulos has served as an independent director, advisor, consultant and angel investor in the technology industry, including as a Member at NT Advisors LLC (since 2012). From August 1995 through July 2012, he served in various capacities with UBS, a provider of financial services, most recently as Managing Director of Technology Equity Research. From April 1994 to August 1995, he served as Senior Equity Research Analyst for Bear, Stearns & Co. Inc., an investment banking firm acquired by JPMorgan Chase in 2008. From September 1985 to April 1994, Mr. Theodosopoulos served in various capacities at AT&T Bell Laboratories and AT&T Network Systems. He currently serves on the board of directors of Adtran Holdings, Inc. (since 2022). He previously served on the boards of Arista Networks (member of audit and nominating and corporate governance committees) (2014-2023), Harmonic (chair of audit committee) (2015-2022), ADVA Optical Networking (chair of supervisory board and nomination and compensation committee; member of audit committee) (2014-2022), and Driving Management Systems (d/b/a Motion Intelligence) (2018-2022). Mr. Theodosopoulos holds a Bachelor of Science degree in

Electrical Engineering from Columbia University, a Master of Science degree in Electrical Engineering from Stanford University, and a Master of Business Administration from NYU Stern School of Business.

Scott Bluestein was named Chief Executive Officer and President, and appointed to the Board, in July 2019. He was appointed Chief Investment Officer in 2014 and continues to serve in that role today. He joined Hercules in 2010 as Chief Credit Officer and brings more than 25 years of financial services, direct investment and credit experience to Hercules. Before joining Hercules, he served as Founder and Partner of Century Tree Capital Management (2009-2010), a fund established to make senior secured debt investments in small and microcap public and private companies. Prior to that, he served as Managing Director at Laurus-Valens Capital Management (2003-2009), a firm specializing in financing small and microcap growth-oriented businesses through debt and equity securities, where he had responsibility for a structured debt with equity investment portfolio, including new investments, portfolio management and restructurings. Previously, Mr. Bluestein was a member of the Financial Institutions Coverage Group focused on Financial Technology at UBS Investment Bank (2000-2003). Mr. Bluestein currently serves as a director of Tectura Corporation (since 2017), Gibraltar Business Capital (since 2019), and Gibraltar Equipment Finance (since 2023). Mr. Bluestein received his Bachelor of Business Administration in Finance from Emory University.

Officers Who Are Not Directors

Seth H. Meyer (Age 57) joined the Company in 2019 as Chief Financial Officer. He oversees the financial and accounting functions of the Company and serves as an officer of select subsidiaries. He has more than 35 years of international business management and strategic planning experience in the financial services industry. Prior to joining Hercules, he served as Chief Financial Officer of Swiss Re Corporate Solutions Ltd. from 2011 to 2017, and as Managing Director at Swiss Re from 2000 to 2011, serving as Group Tax Director, Finance Division Operating Officer, and Head of Finance Large Transactions. Prior to joining Swiss Re, he held positions at PricewaterhouseCoopers LLP (Senior Tax Manager, 1997-2000), Jackson National Life Insurance Company (Tax Manager, 1994-1997), KPMG Peat Marwick (Senior Tax Accountant, 1992-1994), and Burke & Stegman CPAs (Tax/Audit Assistant, 1990-1992). Mr. Meyer received a Bachelor of Arts in Accounting and a Master of Business Administration in Professional Accounting from Michigan State University.

Christian Follmann (Age 43) first joined the Company in 2006 and was promoted to Chief Operating Officer in 2022. He oversees the operations function for the Company and serves as an officer of select subsidiaries. During his tenure at Hercules, Mr. Follmann has served as Analyst (2006-2009), Associate (2009-2011), Director of Investment Analysis and Strategy (2011-2016), and Senior Director of Operations and Strategic Projects (2016-2022). Mr. Follmann received a Bachelor of Science in International Business from Northeastern University and a Bachelor of Science in International Management from Reutlingen University in Germany.

Kiersten Zaza Botelho (Age 40) joined the Company in 2022 and serves as Chief Legal Officer, Chief Compliance Officer and Corporate Secretary. She oversees the legal and compliance function for the Company and serves as secretary for the Company and an officer of select subsidiaries. Prior to joining the Company in 2022, Ms. Botelho served as Associate General Counsel at Bain Capital Credit, LP (2019-2021), where she advised the private credit and structured credit groups on transactions, offerings and strategic initiatives. Before Bain, she was Vice President, Legal at BlackRock, Inc. (2017-2019), where she advised on the firm's closed-end funds and BDCs. Prior to BlackRock, Ms. Botelho was an Associate in the investment management group of Skadden, Arps, Slate, Meagher & Flom LLP (2013-2017). Ms. Botelho received her Bachelor of Arts in International Relations from Boston University and her Juris Doctor from Boston University School of Law. She is a Member of the State Bar of Massachusetts.

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis discusses our named executive officers (“NEOs”) compensation program generally, as well as the compensation paid to the following NEOs who served during the fiscal year ended December 31, 2025:

•Scott Bluestein, Chief Executive Officer and Chief Investment Officer

•Seth H. Meyer, Chief Financial Officer

•Christian Follmann, Chief Operating Officer

•Kiersten Zaza Botelho, Chief Legal Officer, Chief Compliance Officer and Corporate Secretary

Under the oversight over the Compensation Committee of the Board, the Company’s NEO compensation program is designed to attract, incentivize and retain talented individuals who are critical to our continued success and our corporate growth and who will deliver sustained strong performance over the long term. The NEO compensation program is designed to motivate the Company’s NEOs to maintain the financial strength of the Company while avoiding any inappropriate focus on short-term profits that would impede the Company’s long-term growth and encourage excessive risk-taking. As discussed below, the Company’s incentive compensation practices are significantly limited by the requirements imposed on us by the 1940 Act. These are regulatory limitations related to our corporate structure that are relatively unique and do not apply to most other publicly traded companies. In compliance with these limitations, the NEOs are compensated to reflect both the Company’s and individual performance goals.

In 2025, the Company continued to review and enhance its compensation practices in accordance with our executive compensation philosophy. The review considered both compensation levels and Company performance over a one-, three-, and five-year period from 2021 to 2025. In making 2025 compensation decisions, the Compensation Committee considered the fact that the Company’s performance relative to its Peer Group was generally at or above the 96th percentile, and in most cases at the 100th percentile, measured using Return on Average Assets ("ROAA") and Return on Equity ("ROE"). The Compensation Committee also considered that the Company's performance relative to its Peer Group was at or above the 75th percentile measured using the three- and five-year Average Annual Shareholder Return ("AASR").

Compensation Determination Process

Executive compensation determinations are made in accordance with strong corporate governance practices and are subject to Board-level oversight. The Compensation Committee provides primary oversight over our compensation programs, including the design and administration of executive compensation plans, assessment and setting of corporate performance goals, as well as individual performance metrics, and the approval of executive compensation. The Compensation Committee also retains an independent compensation consultant, and where appropriate, discusses compensation-related matters with our CEO, as it relates to the other NEOs.

The Compensation Committee operates pursuant to a charter that sets forth its mission, specific goals and responsibilities. A key component of the Compensation Committee’s goals and responsibilities is to annually evaluate, approve or make recommendations to our Board regarding the compensation of our NEOs, and to review their performance relative to their compensation to ensure that NEOs are compensated in a manner consistent with our compensation philosophy. The Compensation Committee also evaluates and makes recommendations to the Board regarding the compensation of the independent directors and administers the Hercules Capital, Inc. Amended and Restated 2018 Equity Incentive Plan. The Compensation Committee may not delegate its responsibilities; however, it may and does request, receive and evaluate input from an independent compensation consultant and our CEO.

Our CEO, Scott Bluestein, does not participate in any deliberations regarding his own compensation but reviews with the Compensation Committee, on at least an annual basis, the performance of each of the other NEOs. At least quarterly, our CEO discusses with the Compensation Committee Chair the Company’s operating performance relative to key performance objectives and evaluates the discretionary cash bonus pool for our NEOs. Our CEO makes recommendations to the Compensation Committee with respect to changes to base salaries, annual bonuses and equity awards based on his reviews of the other NEO’s individual performance and the Company’s overall absolute and relative performance. Our CEO does not attend meetings of the Compensation Committee unless invited by the Committee Chair.

Role of the Independent Compensation Consultant

The Compensation Committee has engaged FW Cook as its Independent Compensation Consultant to assist the Compensation Committee and provide advice on a variety of compensation matters relating to CEO and NEOs compensation, peer group selection, compensation program best practices, market and industry compensation trends, improved program

designs, market competitive director compensation levels and regulatory developments. FW Cook reports directly to the Compensation Committee and does not provide any other services to the Company. Although FW Cook may work directly with management on behalf of the Compensation Committee, any such work is under the control and supervision of the Compensation Committee. The Compensation Committee has assessed the independence of FW Cook pursuant to applicable NYSE rules and has concluded that FW Cook’s work for the Compensation Committee does not raise any conflict of interest.

Peer Group Composition, Data and Review

The Compensation Committee analyzes compensation against a peer group of internally managed BDCs, financial services companies, and REITs that the Compensation Committee believe reflects our labor market and have similar pass-through entity structures:

Peer Group

BDCs

Financial Services

Real Estate Investment Trusts

Capital Southwest

AllianceBernstein

Arbor Realty

LXP Industrial

Main Street Capital

Artisan Partners

Chimera Investment

MFA Financial

Trinity Capital

Cohen & Steers

EPR Properties

Redwood Trust

HA Sustainable

Essential Properties

Sabra Health Care

Moelis & Company

Ladder Capital

Two Harbors

Victory Capital

WisdomTree

The Company's 2025 performance significantly exceeded the Peer Group across key metrics. Over one-, three-, and five-year periods, our ROAA and ROE ranked at or above the 96th percentile of the Peer Group and over the three- and five-year periods, our AASR ranked at or above the 75th percentile of the Peer Group:


	Return on Average Assets (ROAA)				Return on Equity (ROE)				Average Annual Shareholder Return (AASR)
Performance Period	HTGC		% Rank of Peer Group		HTGC		% Rank of Peer Group		HTGC		% Rank of Peer Group
1-Year	8.10	%	100	%	16.30	%	96	%	3.50	%	43	%
3-Year	8.80	%	100	%	17.50	%	100	%	25.40	%	75	%
5-Year	7.80	%	100	%	15.60	%	100	%	17.60	%	85	%

— 1-, 3- and 5-year calculations of performance are based on data as of December 31, 2025

— Companies with less than three and/or less than five full years of historical financial and TSR performance are excluded

— Financial Services peers are excluded from analysis of ROAA and ROE because services companies are not as capital intensive as REITs and BDCs, which are primarily engaged in direct investment of firm capital

— Performance data are sourced from S&P; peer performance data are adjusted using methodologies generally consistent with Hercules' own performance assessment and may not match the peers' own publicly disclosed performance

The Compensation Committee considered the Company's 2025 performance and its strong long-term performance, both on an absolute basis and relative to the Peer Group, when determining compensation levels. The Compensation Committee uses peer data as context but does not mechanically benchmark NEO pay against peer compensation.

Assessment of Company and Individual Performance, Pay-for-Performance Alignment and Other Considerations

In determining annual compensation for our NEOs, the Compensation Committee analyzes and evaluates the individual achievements and performance of our NEOs as well as the overall relative and absolute operating performance and achievements of the Company. We believe that the alignment of (i) our operating plan, (ii) stockholder expectations and (iii) our employee compensation is essential to long-term business success and the interests of our stockholders and employees and to our ability to attract and retain executive talent, especially in the competitive environment for top-quality executives in the venture debt industry.

Our operating plan involves taking on credit risk over an extended period of time, and a premium is placed on our ability to maintain stability and growth of our net asset value ("NAV") as well as continuity of earnings growth to pass through to stockholders in the form of recurring dividends over the long term. Our strategy is to generate current income from debt investments and capital appreciation from the attached warrant securities, and to a lesser extent direct equity, of our portfolio companies. This income supports the anticipated payment of dividends to our stockholders. Therefore, a key element of our

return to stockholders is current income through the payment of dividends. This recurring payout requires methodical asset acquisition as well as highly active monitoring and management of our investment portfolio over time. To accomplish these functions, our business requires implementation and oversight by management and key employees with highly specialized skills and experience in the venture debt industry. A substantial part of our employee base is dedicated to the generation of new investment opportunities to allow us to sustain dividends and to the maintenance of asset values in our portfolio. In addition to the performance factors above, the Company considered the following Company-specific performance factors over the relevant performance periods: overall credit performance, performance against annual gross funding goals, overall yields, efficiency ratios, total and net investment income and realized and unrealized gains and losses.

Corporate Goals. For 2025, the Compensation Committee determined incentive compensation for each NEO based in part on the Company’s achievement of corporate performance goals developed by the Compensation Committee. These goals included operational performance as well as performance relative to the Peer Group. The Compensation Committee believes that the corporate goals applicable to all NEOs create an alignment not only with stockholders but also to the Company’s business strategy and performance goals.

Defined Individual Goals. As in prior years, for 2025, the Compensation Committee developed individual goals for the CEO. In addition, the CEO and each NEO developed individual goals for the NEOs and such goals were approved by the Compensation Committee. Each set of individual goals are unique to the applicable executive officer’s responsibilities and position within the Company. While each of the factors may not be weighted, the Compensation Committee took into consideration each of these factors to determine each NEO’s incentive compensation.

Pay-for-Performance Alignment. The Company believes that there exists an alignment between the compensation of our NEOs and the Company’s performance over the relevant performance periods. As noted above, a broad range of individual performance factors and Company performance factors are analyzed each year, including TSR relative to the Peer Group, and, in 2025, analysis of relative ROAA, ROE and AASR versus the Peer Group over one-, three-, and five-years to measure short-, medium-, and long-term performance. The objective in analyzing these key performance factors is to align NEO compensation to the Company’s performance relative to the Peer Group and the Company’s absolute corporate performance.

Stock Ownership Guidelines. The Company maintains stock ownership guidelines, which are outlined in the Company’s Corporate Governance Guidelines. We believe that material stock ownership by the NEOs plays a role in effectively aligning the NEOs’ interests with those of stockholders and strongly motivates the NEOs to build long-term shareholder value. Pursuant to our stock ownership guidelines, the CEO is required to own at least 5x his annual salary in Shares, based on market value, within five years of joining the Company. The other NEOs are required to own at least 2x their annual salary in Shares, based on market value, within three years of joining the Company. The Board may make exceptions to this requirement based on circumstances; however, no exceptions have been made for the current NEOs. Each NEO met his or her minimum guidelines throughout 2025.

Tax Matters. Section 162(m) of the Internal Revenue Code limits tax deductibility of compensation paid to NEOs to $1 million per person annually. While the Compensation Committee considers tax implications, it may approve non-deductible compensation when necessary to attract, retain, and incentivize executive talent.

Risk Assessment of the Compensation Program

The Board believes that risks arising from the Company’s compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on the Company. The Company has designed our compensation programs, including our incentive compensation plans, with specific features to address potential risks while rewarding employees for achieving long-term financial and strategic objectives through prudent business judgment and appropriate risk taking. We use common variable compensation designs, with a significant focus on individual contributions to our performance and the achievement of absolute and relative corporate objectives, as generally described in this Compensation Discussion and Analysis.

The Compensation Committee and the Board reviewed our compensation programs to assess whether any aspect of the programs would encourage any of our employees to take any unnecessary or inappropriate risks that could threaten the value of the Company. The Company has designed our compensation programs to reward our employees for achieving annual profitability and long-term increases in stockholder return and/or value. The Board recognizes that the pursuit of corporate objectives possibly leads to behaviors that could weaken the link between pay and performance, and, therefore, the correlation between the compensation delivered to employees and the long-term return realized by stockholders. Accordingly, our compensation program, including the NEO compensation program, is designed to mitigate these possibilities and to ensure that our compensation practices are consistent with the Company’s risk profile.

These features include the following:

•Bonus payouts and equity incentive awards that are not based solely on corporate performance objectives but also on individual performance levels.

•The financial opportunity in our long-term equity incentive program is best realized through long-term appreciation of our stock price, which mitigates excessive short-term risk-taking.

•The engagement and use of an independent compensation consultant.

•Annual cash bonuses that are paid after the end of the fiscal year to which the bonus payout relates.

•The institution of stock ownership guidelines applicable to the NEOs.

•Final decision making by our Compensation Committee and Board on all awards.

Additionally, the Company performed an assessment of compensation-related risks for all of our employees and concluded that our compensation programs do not create risks that are reasonably likely to have a material adverse effect on the Company. In making this evaluation, the Company reviewed the key design elements of our compensation programs in relation to industry “best practices,” as well as the means by which any potential risks may be mitigated. In addition, management completed an inventory of incentive programs below the executive level and reviewed the design of these incentives and concluded that such incentive programs do not encourage excessive risk-taking.

Regulatory Framework for BDC Compensation

As a BDC under the 1940 Act, the Company faces unique compensation restrictions. The 1940 Act provides that a BDC such as us may maintain either an equity incentive plan or a “profit-sharing plan,” but not both, for its NEOs and other employees. The Compensation Committee believes that equity incentives strongly align the interests of our NEOs with those of our stockholders. We therefore sponsor and maintain the equity incentive plan described in this proxy statement.

The term “profit-sharing plan” is very broadly defined in the 1940 Act but in this context is generally viewed as referring to incentive and other compensation being directly tied to a company’s gross or net income or any other indicia of the company’s overall financial performance, such as realized gains or losses and unrealized appreciation or depreciation on investments. In this regard, the SEC has indicated that a compensation program possesses profit-sharing characteristics if a company is obligated to make payments under the program based on company performance metrics.

Accordingly, we do not maintain a formulaic bonus plan, which may be deemed to have profit-sharing characteristics, because the Company is not permitted to maintain a profit-sharing plan under the 1940 Act since it maintains an equity incentive plan. There are internal Company and personal goals the Compensation Committee considers along with other factors, but there is no formulaic or expected payment that results, and they are simply guidance for performance assessment and decision-making by the Compensation Committee. The Compensation Committee must maintain full discretion over all incentive compensation decisions and cannot use formulaic payout arrangements common at other public companies.

Our equity plans operate under an SEC exemptive order that imposes certain conditions, including minimum vesting periods and prohibitions on option repricing without shareholder approval.

These regulatory requirements necessitate that the Compensation Committee exercise informed discretion when determining NEO compensation rather than applying predetermined formulas based on performance metrics.

The NEO Compensation Program

The Company’s compensation program is designed to encourage our NEOs to think and act like you, the stockholder. The elements of NEO compensation are designed to encourage and reward the following factors, among other things:

•Sourcing and pursuing attractively priced investment opportunities to venture-backed technology-related companies at all stages of development, including selected publicly listed companies.

•Maintaining credit quality, monitoring financial performance, and ultimately managing a successful exit of the Company’s investment portfolio.

•Achieving the Company’s dividend and profitability objectives (which focus on stability and potential growth).

•Providing compensation and incentives necessary to attract, motivate and retain key executives critical to our continued success and growth.

•Focusing management behavior and decision-making on goals that are consistent with the overall strategy of the business and in alignment with stockholders and other interested persons.

•Ensuring a linkage between NEO compensation and individual contributions to our performance.

•Creation of compensation principles and processes that are designed to balance risk and reward in a way that does not encourage unnecessary risk taking.

We believe that our continued success during 2025 – despite strong competition for top-quality executive talent in the commercial and venture lending industry – was attributable to our ability to attract, motivate and retain the Company’s outstanding executive team using both short- and long-term incentive elements of compensation, as described below under Compensation Elements.

Compensation Elements

The NEO compensation program consists of base salary, annual cash bonus awards, long-term equity incentive awards and certain other benefits and perquisites. A description of each compensation element and its purpose is set forth below.

Base Salaries. The Compensation Committee believes that base salaries are fundamental to our compensation program. Base salaries are established for each NEO to reflect (i) the scope of the NEO’s industry experience, knowledge and qualifications, (ii) the NEO’s position and responsibilities and contributions to our business growth and (iii) salary levels and pay practices of those companies with whom we compete for executive talent. The Compensation Committee considers base salary levels at least annually as part of its review of the performance of NEOs and from time to time upon a promotion or other change in job responsibilities. During its review of base salaries for our executives, the Compensation Committee primarily considers individual performance of the executive, including leadership and execution of strategic initiatives and the accomplishment of business results for the Company, market data provided by our compensation consultant, our NEOs’ total compensation (both individually and relative to the other NEOs) and for NEOs other than the CEO, the base salary recommendations of our CEO.

Annual Cash Bonus Awards. Cash bonus awards are discretionary and, if awarded, are paid on an annual basis following year-end. The Compensation Committee, together with input from our CEO, develops a specific bonus pool for each operating year to be available for the annual cash bonus program. The amount determined to be available for the cash bonus program depends on many non-formulaic factors (to comply with legal restrictions on formulaic criteria) and is designed to motivate our NEOs to achieve financial and non-financial objectives, consistent with the Company’s operating plan. The Compensation Committee considers, among other factors, the total compensation paid to our NEOs and other employees as a percentage of the Company’s total revenue, as well as how this ratio compares to that of companies in the Peer Group.

The Compensation Committee is not legally permitted to use non-discretionary or formulaic criteria relating to Company or individual performance to determine bonus compensation. The Compensation Committee instead considers overall business performance factors and individual factors, including CEO feedback, when determining the size of individual NEO bonuses. Accordingly, the Compensation Committee has the discretion to adjust individual cash bonuses to take superior performance into account, should actual Company and NEO performance exceed expectations. Conversely, if Company and NEO performance is below expectations, the Compensation Committee will consider such performance in determining the NEO’s actual cash bonus.

In evaluating the performance of our NEOs to arrive at cash bonus awards, the Compensation Committee specifically compares the Company’s performance and our stockholders’ returns against the performance and stockholder returns of other BDCs. In particular, the Compensation Committee considers the Company’s ROE, ROA and AASR relative to the Peer Group. The Compensation Committee believes these performance metrics demonstrate the success of our core business mission of allocating equity and debt capital efficiently for a high risk-adjusted return and the related creation of stockholder value. When sizing our cash bonus pool and allocating bonus awards, the total compensation paid to our NEOs and other employees is also evaluated against the expense ratios of other BDCs.

Long-Term Equity Incentive Awards. Our long-term equity incentive awards are designed to develop a strong link between NEO compensation and the Company’s strategic goals and performance, as well as align the interests of our NEOs and other key employees with those of our stockholders. The Compensation Committee strongly believes that annual equity grants motivate executive performance that is aligned with our stockholders’ return expectations. Restricted stock awards ("RSAs"), for example, receive dividends at the same times and in the same amounts per Share as our common stockholders.

We make long-term equity incentive awards to our NEOs pursuant to the Hercules Capital, Inc. Amended and Restated 2018 Equity Incentive Plan, which permits awards of stock options, RSAs and restricted stock units ("RSUs") that typically vest over three years and after seven years, respectively. As in recent prior years, the Compensation Committee granted RSAs and RSUs rather than stock option awards to NEOs for 2025 performance.

Annual equity compensation grants to NEOs have typically been granted in the first quarter of the year. In January 2025, the Company granted RSAs following 2024 performance. The Company granted RSUs in December 2025. The RSAs vest one-third of the Shares underlying the awards on the first anniversary of the grant date and vest the remaining Shares in equal quarterly installments over the following two years.

In December 2025, the Compensation Committee granted Long Term Restricted Stock Units (“LTRSUs”) to each of the NEOs. The LTRSUs vest on the seven-year anniversary of the grant date and do not receive dividends during the seven-year vesting period. The Compensation Committee believes that LTRSUs should be periodically awarded to key employees, including our NEOs, to recognize and retain individuals with exceptional performance. The LTRSUs vest in full after a seven-year period to maximize the retentive strength of the award.

Other – Benefits and Perquisites

The NEOs receive only the same benefits and perquisites as other full-time employees. Our benefits program is designed to provide competitive benefits and is not based on performance. The NEOs and other full-time employees receive health and welfare benefits, including life, long-term and short-term disability, health, dental and vision insurance benefits as well as the opportunity to participate in our defined contribution 401(k) plan. During 2025, our 401(k) plan provided for contributions by the Company for up to $23,000 per full-time employee, regardless of age.

Compensation Recoupment (Clawback) Policy

The Board has adopted a Compensation Recoupment (Clawback) Policy effective October 2, 2023, in compliance with SEC Rule 10D-1 and NYSE listing standards. The policy requires recovery of erroneously awarded incentive-based compensation from current and former executive officers following an accounting restatement due to material noncompliance with financial reporting requirements under U.S. federal securities laws. Recovery applies to compensation received during the three completed fiscal years preceding the restatement, calculated as the excess over what would have been received based on restated results, without regard to taxes paid. Recovery is required on a no-fault basis, subject to limited exceptions for impracticability. The Company will not indemnify executives against such recovery.

The Compensation Recoupment (Clawback) Policy is filed as Exhibit 97 to the Company's Form 10-K and available at www.sec.gov.

Timing of Equity Awards

The Company has not granted stock options or stock appreciation rights to its executive officers since 2010. Accordingly, the Company has no policy or practice regarding the timing of option grants in relation to the disclosure of material nonpublic information by the Company, and no disclosure is required pursuant to Item 402(x)(1) of Regulation S-K. The Company did not grant any stock options or stock appreciation rights to executive officers during the fiscal year ended December 31, 2025. Therefore, no tabular disclosure is required pursuant to Item 402(x)(2) of Regulation S-K.

COMPENSATION COMMITTEE REPORT

We have reviewed and discussed the foregoing Compensation Discussion and Analysis with management. Based on our review and discussions with management, we recommend to the Board that the Compensation Discussion and Analysis be included in this proxy statement for the 2026 Annual Meeting of Hercules Capital, Inc.

COMPENSATION COMMITTEE MEMBERS

Gayle Crowell, Chair

DeAnne Aguirre

Wade Loo

Pam Randhawa

The information contained in the report above shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act except to the extent specifically incorporated by reference therein.

COMPENSATION TABLES

Named Executive Officer Compensation

Summary Compensation Table


Name and Principal Occupation	Year	Salary ($)(1)	Bonus ($)(2)	Stock Awards ($)(3)	All Other Compensation ($)(4)	Total ($)
Scott Bluestein	2025	650,000	3,950,000	5,047,162	23,000	9,670,162
Chief Executive Officer and	2024	650,000	3,500,000	4,903,742	23,000	9,076,742
Chief Investment Officer	2023	650,000	3,200,000	5,019,494	22,500	8,891,994
Seth H. Meyer	2025	550,000	945,000	1,722,397	23,000	3,240,397
Chief Financial Officer	2024	550,000	915,000	1,749,697	30,500	3,245,197
	2023	550,000	835,000	1,625,903	30,000	3,040,903
Christian Follmann	2025	320,000	475,000	771,523	23,000	1,589,523
Chief Operating Officer	2024	300,000	470,000	657,195	23,000	1,450,195
	2023	300,000	425,000	462,343	22,500	1,209,843
Kiersten Zaza Botelho	2025	320,000	455,000	646,528	23,000	1,444,528
Chief Legal Officer, Chief Compliance Officer and Corporate Secretary(5)	2024	300,000	440,000	547,192	23,000	1,310,192
	2023	300,000	395,000	366,067	22,500	1,083,567

(1) Salary column amounts represent base salary compensation received by each NEO for the listed fiscal year.

(2) Bonus column amounts represent the annual cash bonus earned during the fiscal year and awarded and paid out during the first quarter of the following fiscal year.

(3) The amounts reflect the aggregate grant date fair value of RSAs and RSUs made to our NEOs during the applicable year computed in accordance with FASB ASC Topic 718. Further details regarding these awards, the method of valuation and the assumptions made are set forth in Note 8, “Equity Incentive Plans” to the financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The grant date fair value of each RSA is measured based on the closing price of our Shares on the date of grant or the date immediately preceding the grant date for which there is a closing price, in each case as determined by the Board.

(4) All Other Compensation column includes employer matching contributions under our 401(k) plan.

Grants of Plan Based Awards in 2025

The following table provides information on RSAs and RSUs granted during the fiscal year ended December 31, 2025. There can be no assurance that the grant date fair market values of these awards will ever be realized. None of our NEOs received awards of non-equity incentive plan compensation for the fiscal year ended December 31, 2025.


Name	Grant Date	All Other Stock Awards: Number of Shares of Stock or Units Threshold		Grant Date Fair Value of Stock and Option Awards ($)(3)
Scott Bluestein	1/9/2025	241,742	(1)	4,830,005
	12/4/2025	23,759	(2)	217,157
Seth H. Meyer	1/9/2025	82,583	(1)	1,650,008
	12/4/2025	7,920	(2)	72,389
Christian Follmann	1/9/2025	33,784	(1)	675,004
	12/4/2025	10,560	(2)	96,518
Kiersten Zaza Botelho	1/9/2025	27,528	(1)	550,009
	12/4/2025	10,560	(2)	96,518

(1) RSAs vest as to one-third of the total award on the one-year anniversary of the date of the grant and quarterly over the succeeding 24 months. Dividends will generally be paid with respect to RSAs at the normal (non-preferential) dividend rate and the underlying Shares are entitled to voting rights beginning on the grant date.

(2) Restricted stock units vest on the seven-year anniversary of the date of grant.

(3) The amounts reflect the aggregate grant date fair value as computed in accordance with FASB ASC Topic 718. Further details regarding these awards, the method of valuation and the assumptions made are set forth in Note 8, “Equity Incentive Plans” to the financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Outstanding Equity Awards at Fiscal Year End, December 31, 2025

The following table shows the number of Shares covered or used as references for unvested RSAs and RSUs held by our NEOs on December 31, 2025. None of our NEOs held any stock options in the Company as of December 31, 2025.


Name	Number of shares or units of stock that have not vested		Market value of shares or units of stock that have not vested ($)	Equity incentive plan awards: number of unearned shares, units or other rights that have not vested	Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)
Scott Bluestein	27,778	⁽¹⁾	522,782	—	—
	74,983	⁽²⁾	1,411,180	—	—
	39,164	⁽³⁾	737,066	—	—
	110,154	⁽⁴⁾	2,073,098	—	—
	33,051	⁽⁵⁾	622,020	—	—
	241,742	⁽⁶⁾	4,549,584	—	—
	23,759	⁽⁷⁾	447,144	—	—
Seth H. Meyer	9,260	⁽¹⁾	174,273	—	—
	13,633	⁽²⁾	256,573	—	—
	13,055	⁽³⁾	245,695	—	—
	39,512	⁽⁴⁾	743,616	—	—
	10,576	⁽⁵⁾	199,040	—	—
	88	⁽⁸⁾	1,656	—	—
	82,583	⁽⁶⁾	1,554,212	—	—
	7,920	⁽⁷⁾	149,054	—	—
Christian Follmann	2,315	⁽¹⁾	43,568	—	—
	8,521	⁽²⁾	160,365	—	—
	9,791	⁽³⁾	184,267	—	—
	13,410	⁽⁴⁾	252,376	—	—
	10,576	⁽⁵⁾	199,040	—	—
	33,784	⁽⁶⁾	635,815	—	—
	10,560	⁽⁷⁾	198,739	—	—
Kiersten Zaza Botelho	1,852	⁽¹⁾	34,855	—	—
	3,408	⁽²⁾	64,139	—	—
	9,791	⁽³⁾	184,267	—	—
	10,776	⁽⁴⁾	202,804	—	—
	10,576	⁽⁵⁾	199,040	—	—
	27,528	⁽⁶⁾	518,077	—	—
	10,560	⁽⁷⁾	198,739	—	—

— All RSAs shown in the above table vest as to one-third of the total award on the one-year anniversary of the date of the grant and quarterly over the succeeding 24 months. All RSUs shown in the above table vest on the seven-year anniversary of the date of the grant.

(1) RSAs granted on 1/11/2023.

(2) RSUs granted on 2/6/2023.

(3) RSUs granted on 12/7/2023.

(4) RSAs granted on 1/9/2024.

(5) RSUs granted on 12/5/2024.

(6) RSAs granted on 1/9/2025.

(7) RSUs granted on 12/4/2025.

(8) RSAs granted on 12/5/2024.

(9) Market value is computed by multiplying the closing market price of the Company’s stock at December 31, 2025 by the number of Shares.

(10) The amounts reflect the aggregate grant date fair value of RSUs made to our NEOs during the applicable year computed in accordance with FASB ASC Topic 718. Further details regarding these awards, the method of valuation and the assumptions made are set forth in Note 8, “Equity Incentive Plans” to the financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Options Exercised and Stock Vested in 2025

The following table shows Shares acquired upon vesting of RSAs and RSUs during 2025.


	Stock Awards
Name	Number of shares Acquired on Vesting(1)	Value Realized on Vesting ($) (2)
Scott Bluestein	282,945	5,283,924
Seth H. Meyer	98,469	1,840,397
Christian Follmann	29,225	547,428
Kiersten Zaza Botelho	22,984	430,080

(1) Number of Shares acquired upon vesting is before withholding of vesting Shares by the Company to satisfy tax withholding obligations.

(2) Value realized upon vesting is based on the closing market price of the Company's stock on the vesting date.

Potential Payments upon Termination or Change in Control

Retention Agreement

In October 2017, Mr. Bluestein entered into a retention agreement with the Company. Pursuant to such retention agreement, if (1) his employment is terminated by the Company without cause or by him for good reason, or (2) the Company becomes an externally managed BDC and the new external advisor does not make a written offer of employment to Mr. Bluestein or makes a written offer of employment to him that is not on similar terms to his current employment with the Company (including, without limitation, authority, responsibilities, base salary, annual bonus opportunity, long term incentive opportunity and retention benefits) and he does not accept such offer then, subject to his execution of a release of claims in favor of the Company, Mr. Bluestein shall be entitled to receive the following benefits: (a) a lump sum payment in an amount equal to 1.75 times the sum of (i) annual base salary and (ii) an amount equal to the three-year average annual bonus actually earned by and paid to Mr. Bluestein for the three full performance periods immediately prior to the termination date; (b) any unpaid annual bonus earned with respect to a prior performance period and not yet paid as of the date of termination; (c) a pro rata annual bonus with respect to the performance period in which termination of employment occurs; (d) (x) continued vesting of outstanding equity awards for 1.75 years in the case of a termination not in connection with a change in control of the Company or (y) full vesting of outstanding equity awards in the case of a termination in connection with a change in control of the Company; and (e) reimbursement of the full amount of COBRA premiums for Mr. Bluestein and his eligible dependents for 18 months following termination of employment.

Accelerated Vesting of Equity Awards

Subject to continued vesting or full vesting acceleration under the retention agreement with Mr. Bluestein described above, no unvested awards of restricted stock or long-term restricted stock units will vest if an NEO terminates employment prior to the applicable vesting date. In the event of the death or disability of an NEO or a change in control of the Company, all outstanding and unvested Shares of restricted stock and long-term restricted stock units will vest in full.

The following table provides estimates of the potential payments and benefits each NEO would receive assuming his or her employment was terminated on December 31, 2025. In the event Mr. Bluestein was terminated on such date for cause, no payments and benefits under the retention agreement would become payable.


Name	Benefit	Termination upon death or disability ($)(1)	Upon a change in control ($)(1)	Termination without cause or resignation for good reason prior to a change in control ($)(2)	Termination without cause or resignation for good reason after a change in control ($)(2)
Scott Bluestein	Salary	—	—	1,137,500	1,137,500
	Bonus	—	—	8,891,667	8,891,667
	Other(3)	—	—	45,304	45,304
	Accelerated equity award vesting	10,362,875	10,362,875	6,387,188	10,362,875
	Total	10,362,875	10,362,875	16,461,659	20,437,346
Seth H. Meyer	Accelerated equity award vesting	3,324,120	3,324,120	—	3,324,120
	Total	3,324,120	3,324,120	—	3,324,120
Christian Follmann	Accelerated equity award vesting	1,674,171	1,674,171	—	1,674,171
	Total	1,674,171	1,674,171	—	1,674,171
Kiersten Zaza Botelho	Accelerated equity award vesting	1,401,921	1,401,921	—	1,401,921
	Total	1,401,921	1,401,921	—	1,401,921

(1) In the event of the death or disability of an NEO or a change in control of the Company, all unvested Shares of restricted stock and long-term restricted stock units will vest in full. On December 31, 2025, Messrs. Bluestein, Meyer and Follmann and Ms. Botelho held the following number of outstanding Shares of restricted stock, respectively: 379,674 Shares, 131,443 Shares, 49,509 Shares and 40,156 Shares. On December 31, 2025, Messrs. Bluestein, Meyer and Follmann and Ms. Botelho held the following number of outstanding long-term RSUs, respectively: 170,957 RSUs, 45,184 RSUs, 39,448 RSUs and 34,335 RSUs.

(2) Pursuant to the retention agreement entered into by Mr. Bluestein, he shall be entitled to receive certain benefits described above under the section titled “Retention Agreement.” The amounts included in the rows for salary, bonus, other and accelerated equity award vesting are governed by the retention agreement. For purposes of determining the payments and benefits that Mr. Bluestein would be entitled to under the retention agreement, a salary of $650,000, and three-year average annual bonuses of $3,233,333 were used for Mr. Bluestein. With respect to accelerated equity award vesting, on December 31, 2025, Mr. Bluestein held 379,674 Shares of restricted stock, 339,383 shares of which would vest within 1.75 years of December 31, 2025, and Mr. Bluestein held 170,957 long-term RSUs, none of which would vest within 1.75 years of December 31, 2025.

(3) Reimbursement of the full amount of COBRA premiums for Mr. Bluestein and his eligible dependents for 18 months following termination of employment, estimated at $2,516.90 per month.

CEO Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K promulgated by the SEC, we are providing the pay ratio of the annual total compensation of our CEO compared to the annual total compensation of our median compensated employee for the year ended December 31, 2025.

For the year ended December 31, 2025, the annual total compensation of our “median employee”, whose annual total compensation was the median of the annual total compensation of all our employees (other than our CEO) was $295,510. Mr. Bluestein’s 2025 annual total compensation for purposes of determining the CEO pay ratio was $9,670,162. Based on this information, our CEO’s 2025 annual total compensation was approximately 32.7 times that of our “median employee.”

We selected December 31, 2025 as the date used to identify our “median employee” whose annual total compensation was the median of the annual total compensation of all our employees (other than our CEO) for 2025. As of December 31, 2025, our employee population consisted of 122 individuals (other than Mr. Bluestein), located remotely and in our California, Colorado, Connecticut, Illinois, Massachusetts, New York, and London offices. We compared the annual total compensation for our employee population in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, which included salary, bonus, stock awards and employer contributions to employee accounts in our 401(k) plan. In making this determination, we annualized the compensation of employees who were hired in 2025 but did not work for us the entire fiscal year.

Pay vs. Performance

In accordance with the final rule adopted by the SEC in August 2022 implementing Section 953(a) of the Dodd-Frank Act, we are providing the following table that sets forth certain compensation measures for certain of our officers alongside certain performance metrics for the Company and certain of its industry peers:


					Value of Initial $100 Investment:
Year	Summary Compensation Table CEO Total Compensation ($)	Compensation Actually Paid to CEO ($)(1)	Average SCT Non-CEO NEOs Total Compensation ($)	Average Compensation Actually Paid to Non-CEO NEOs ($)(1)	Company TSR ($)	Peer Group TSR ($)(2)	Net Income ($ in thousands)	Return on Equity
2025	9,670,162	9,691,947	2,091,483	2,102,197	224.93	178.74	339,737	16.3	%
2024	9,076,742	12,296,799	2,001,861	2,563,410	217.46	185.23	262,966	17.2	%
2023	8,891,994	11,871,291	1,778,104	2,234,447	162.94	158.85	337,484	14.9	%
2022	7,370,508	12,508,448	1,441,832	1,354,862	114.14	124.51	102,081	11.6	%
2021	7,410,986	11,960,041	1,548,309	1,560,941	126.14	137.42	174,155	11.1	%

— 2022, 2023, 2024 and 2025 CEO is Bluestein; non-CEO NEOs are Meyer, Follmann and Botelho.

— 2021 CEO is Bluestein; non-CEO NEOs are Meyer and Grace.

(1) The amounts shown for Compensation Actually Paid (CAP) have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by our CEO or Other NEOs. These amounts reflect the Summary Compensation Table Total (SCT) with certain adjustments as set forth in the following reconciliation table:


Name	Year	SCT Total ($)	SCT Stock Awards ($)	Fair Value of Stock Awards Granted in the Covered Year ($)	Change in Fair Value of Unvested Stock Awards from Prior Years ($)	Fair Value of Stock Awards Granted and Vested in the Covered Year ($)	Change in Fair Value of Stock Awards from Prior Years that Vested in the Covered Year ($)	Fair Value of Stock Awards Forfeited ($)	Value of Dividends on Unvested Stock Awards Not Otherwise Reflected in Fair Value ($)	Compensation Actually Paid
CEO	2025	9,670,162	(5,047,162)	5,227,902	101,027	—	(259,981)	—	—	9,691,947
	2024	9,076,742	(4,903,742)	6,161,244	1,294,682	—	667,873	—	—	12,296,799
	2023	8,891,994	(5,019,494)	7,102,637	576,741	—	319,413	—	—	11,871,291
	2022	7,370,508	(3,700,008)	3,211,607	(126,779)	—	5,753,121	—	—	12,508,448
	2021	7,410,986	(3,449,995)	4,289,439	2,843,025	—	866,586	—	—	11,960,041
NEO Average	2025	2,091,483	(1,046,816)	1,084,074	18,571	—	(45,115)	—	—	2,102,197
	2024	2,001,861	(984,695)	1,232,068	210,493	—	103,683	—	—	2,563,410
	2023	1,778,104	(818,104)	1,149,198	82,349	—	42,900	—	—	2,234,447
	2022	1,441,832	(541,665)	470,981	(20,807)	—	4,521	—	—	1,354,862
	2021	1,548,309	(611,752)	676,676	7,210	—	65,068	(124,571)	—	1,560,941

(2) “Peer Group” TSR is the S&P500 BDC Index.

As described above, restrictions imposed by the 1940 Act restrict the Compensation Committee’s ability to use nondiscretionary or formulaic Company performance goals or criteria to determine executive incentive compensation. The Compensation Committee instead considers several financial performance metrics, along with other factors including operational goals and individual performance criteria, in determining the appropriate compensation for the NEOs. Subject to the foregoing restrictions imposed by the 1940 Act, in the Company’s assessment, the following list of performance measures represent the most important performance measures used to link compensation actually paid to our NEOs, for the most recently completed fiscal year, to Company performance:

•return on equity (ROE);

•total dividends paid to stockholders;

•net realized gain or losses; and

•net unrealized appreciation or depreciation.

Other key metrics considered by the Compensation Committee when determining the appropriate compensation for NEOs include gross and net investment activity, net origination activities, growth and performance of the Company’s registered investment advisory business, maintenance of liquidity and capital flexibility and individual contributions to corporate objectives.

The graph below reflects the relationship between “Compensation Actually Paid” to our CEO and other NEOs and TSR for the Company and the S&P BDC Index:

The graph below reflects the relationship between “Compensation Actually Paid” to our CEO and other NEOs and the Company Selected Performance Measure of ROE for the Company:

The graph below reflects the relationship between “Compensation Actually Paid” to our CEO and other NEOs and Net Investment Income:

SEC Form DEF 14A filed by Hercules Capital Inc.