海格投资美股招股说明书(2025-06-13版)

6.000% Notes due 2030 We are aninternally-managed,non-diversified,closed-endinvestmentcompany that has elected to be regulated as a business development company under the Investment Company Act of1940, as amended, or the 1940 Act.Our investment objective is to maximize our portfolio’s total return by generating current income from our debt investments and capital appreciation fromour warrant and equity-related investments. We are offering $350,000,000 in aggregate principal amount of 6.000% notes due 2030, or the “Notes.” The Notes will mature on June16, 2030. We will pay interest on the Notes semi-annually on June16 and December16 of each year, beginning on December16, 2025. We may redeem the Notes in whole or in part at any time or from time to time, at the applicableredemption price set forth under “Description of Notes and the Offering—Optional Redemption” in this prospectus supplement. In addition, holders of the Notes can require us to repurchasethe Notes at a purchase price equal to 100% of their principal amount, plus accrued and unpaid interest to, but not including, the repurchase date upon the occurrence of a Change of ControlRepurchase Event (as defined herein). The Notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Notes will be our unsecured obligations and rankpari passu, or equally in right of payment, with all outstanding and future unsecured unsubordinated indebtedness issued by HerculesCapital, Inc. An investment in the Notes involves risks that are described in the “Supplementary Risk Factors” section beginning on pageS-14in this prospectus supplement, the “Risk Factors”section beginning on page 12 of the accompanying prospectus and in our most recent Annual ReportonForm10-Kandour subsequent Quarterly Reports onForm10-Q,aswell asany of our subsequent filings with the Securities and Exchange Commission, or SEC. This prospectus supplement, the accompanying prospectus, any free writing prospectus related to the offering of the Notes and the documents incorporated by reference herein and thereincontain important information you should know before investing in the Notes, including information about the risks related thereto. Please read this prospectus supplement and theaccompanying prospectus, and the documents incorporated by reference herein and therein, before you invest and keep it for future reference. Additional information about us, including ourannual, quarterly and current reports and proxy statements, has been filed with the SEC, and can be accessed free of charge at its website at www.sec.gov. This information is also availablefree of charge by contacting us at 1 North B Street, Suite 2000, San Mateo, California 94401, or by telephone by calling collect at(650)289-3060oron our website at www.htgc.com. Theinformation on the websites referred to herein is not incorporated by reference into this prospectus supplement or the accompanying prospectus. Public offering price(1)98.907%$346,174,500Underwriting discount (sales load)1.000%$3,500,000Proceeds to us (before expenses)(1)(2)97.907%$342,674,500 (1)The public offering price set forth above does not include accrued interest, if any. Interest on the Notes will accrue from June16, 2025 and must be paid by the purchaser if the Notesare delivered after June16, 2025.(2)Before deducting expenses payable by us related to this offering, estimated at $915,499. See “Underwriting (Conflicts of Interest)” in this prospectus supplement for complete detailsof underwriters’ compensation. THE NOTES ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION ORANY OTHER GOVERNMENT AGENCY. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectusis truthful or complete. Any representation to the contrary is a criminal offense. Delivery of the Notes in book-entry form only through The Depository Trust Company for the accounts of its participants, including Euroclear Bank S.A./N.V., as operator of the EuroclearSystem, and Clearstream Banking S.A.,will be made on or about June16, 2025. SMBC Nikko Goldman Sachs& Co. LLC Keefe,Bruyette&Woods,A Stifel Company MUFG You should rely only on the information contained in this prospectus supplement, the accompanying prospectus, any free writing prospectusrelated to the offering of the Notes, the documents incorporated by reference herein and therein, or any other information to which we havereferred you. We have not, and the underwriters have not, authorized any other person to provide you with different information from thatcontained in this prospectus supplement, the accompanying prospectus and in any free writing prospectus related to the offering of the Notes. Ifanyone provides you with different or inconsistent information, you should not rely on it. This prospectus