Eagle Point Trinity: Three Tender Offers, Zero Shares Tendered

Updated October 28, 2026: the fund reported on October 22 that its third straight tender offer drew no shares. The final amendment to the Schedule TO-I (accession 0001104659-26-118141) says: “No Shares were validly tendered prior to the expiration of the Offer. As a result and in accordance with the terms of the Offer, no payments were made to Shareholders.” The offer expired on September 25, 2026. It follows the same result for the offers that expired March 27 and June 26, 2026.

What this fund is, and how it differs from Trinity Capital (TRIN)

The fund started as EPT 16 LLC in June 2024, a private vehicle seeded by the two firms that now manage it, and converted into a Delaware statutory trust that elected to be regulated as a BDC on August 28, 2025. It lends to growth-stage companies: secured term loans, equipment financings and some equity and warrants. It sells shares in a continuous private offering to “accredited investors” and to non-U.S. persons, so most readers meet it through a wealth manager.

It is not Trinity Capital Inc. (the listed BDC with the ticker TRIN), which has its own page on this site: Trinity Capital (TRIN): stock dividend and venture debt. The two are related, though. Trinity Capital Inc. is one of the fund’s two seed holders and an affiliate of its sub-adviser, and the SEC granted the fund co-investment relief that lets it invest alongside Trinity Capital Inc. This fund’s shares do not trade.

The three offers

An issuer tender offer is how a private BDC gives holders a way out: once a quarter the fund offers to buy a set share of its stock at NAV, and if more is tendered than offered it buys pro rata. Eagle Point Trinity sizes each offer at up to 5% of the shares outstanding at the prior quarter-end and prices the purchase at the NAV on the last day of the quarter in which the offer closes. It started in 2026: the filings list no offer before February 27. For the mechanics, see what a tender offer is. The fund appears as one row in our BDC list and in the third-quarter 2026 BDC tender results; Crestline Lending Solutions, a different manager, reported the same empty result and is covered on its own page.

The filings give the offer as a percentage, not a number. Our arithmetic is 5% of the shares in the second column: 300,893, 303,519 and 305,358 shares, 909,770 in all, which at the NAV in the third column is $3.08 million, $3.09 million and $3.13 million, $9.29 million in all. Each Schedule TO sets the acceptance date 40 business days after the offer begins; the third one is October 26, 2026, so the window for payment has closed with nothing to pay.

Two details matter to a holder. The board “has the sole discretion” to decide whether the fund buys shares, and a holder may withdraw a tender until the expiration date. If more than 5% is tendered the fund may accept up to 2% more, or buy pro rata; with no requests, neither applies.

Why nobody tenders: who owns the shares

The filings do not state a reason. They do show who is on the register, and the answer is hard to miss.

The seed investors committed $50 million and $10 million on June 28, 2024, and those interests were converted into 6,013,221 shares at the BDC conversion. The fund then sold only small amounts to others: 22,860 shares on March 2, 29,670 on April 1, 36,783 on June 1, 46,277 on August 3 and 911 on September 1, 2026 (Forms 8-K), 136,500 in all and $1.39 million of proceeds (our arithmetic). The shares outstanding rose from 6,017,855 at December 31, 2025 to 6,107,167 at June 30, 2026, and our sum of the 8-K sales through September 1 gives 6,154,355.

That makes three readings, and the filings support all of them without choosing one. The outside holders are few and recent, so there may be no one who wants out yet. A holder who paid a sales load of up to 6.75% would redeem at NAV and lose it. And the two largest holders are the managers’ own affiliates, who seeded the fund and have no reason to leave. The 10-K itself warns that “shareholders generally should not expect to be able to sell their Shares regardless of how well we perform.” Until an outside holder actually tenders, the three zeros say little about how the fund would pay for a real request.

NAV, income and leverage

NAV per share has barely moved: $10.22 at January 30, 2026, $10.20 at February 28, $10.21 at March 31, $10.18 at April 30, $10.14 at May 31, $10.24 at July 31 and $10.24 at August 31. For June 30 the sources differ by a cent: the 10-Q says $10.24 and the July 24 Form 8-K says $10.25. The September 30 NAV, which prices the third offer, was not in any filing on EDGAR as of October 28 (the last filing was the October 22 amendment).

Per share, the first half earned $0.50 of net investment income and the fund declared $0.51 of distributions, so income covered 98% of the payout (our arithmetic); in the second quarter income of $1,663 thousand was 108% of the $1,533 thousand distributed (our arithmetic). The fund reports an effective yield of 14.5% on average investments for the half. No investment was on non-accrual at June 30, and the adviser made no expense-support payments or fee waivers in the period.

The debt is what stands out for a fund this size. At June 30 it owed $52.6 million on the KeyBank credit facility (priced at SOFR plus 3.00% to 3.30%, commitment $75.0 million, expandable to $200.0 million) and $25.0 million of 7.25% Series A Notes due August 1, 2028. That is $77.6 million against net assets of $62.6 million, 1.24 times (our arithmetic), and total investments were 223.7% of net assets. Asset coverage was 179.3% against the 150% minimum, a figure that was 348.4% a year earlier, when debt was $23.6 million. A loss on the portfolio falls on the equity first and by more than its size: with 2.2 times as many assets as net assets, a 1% change in portfolio value moves net assets by about 2.2% (our arithmetic).

Fees and the cost of entry

Because the 1.75% applies to assets that include borrowed money, the fee as a share of equity is higher than the headline: about 3.7% of net assets in the first half (our arithmetic). The 8-Ks show the fund receiving about NAV per share on each sale ($233,125 for 22,859.87 shares on March 2, about $10.20), which suggests that any load is paid by the buyer on top of NAV and does not reach the fund (our reading).

What a reader can do with this

• If you hold shares and want out: the register says the 5% window has been empty, so a request of any size up to the offer would have been filled in full in each of the three offers (our arithmetic: no one else tendered, so there was nothing to prorate). The price is the NAV on the last day of the quarter in which the offer is open, you can withdraw until the expiration, and the board decides each time whether the fund will buy. A tender is a request, not a right.
• If you plan to stay: read the third-quarter 10-Q for the September 30 NAV, whether net investment income covers the distribution, how much was borrowed, and whether the number of holders of record moved from 6. Net investment income of $0.50 a share against $0.51 declared leaves no cushion.
• If you are considering a purchase: ask for the sales load in writing, since the cost of the load is the largest single number you control, and ask who the other holders are. A fund where two affiliates hold 99.5% has not yet shown how it behaves when an outside holder asks for the money back.
• If you hold Trinity Capital Inc. (TRIN): this fund is a related vehicle, not part of TRIN’s balance sheet. The sub-adviser’s affiliate owns 16.4% of it (our arithmetic on June 30 shares), which is one reason to read both filings.
• Taxes are account-specific. A BDC pays out most of its income and the tax treatment of a tender depends on your basis and holding period; confirm yours with a tax professional, not this page.

FAQ

All figures are from SEC EDGAR filings of Eagle Point Trinity Senior Secured Lending Company (CIK 2027033) read on October 28, 2026: the Schedules TO-I of February 27, May 28 and August 27, 2026 and the final amendments of April 17, July 17 and October 22, 2026 (accession 0001104659-26-118141); the Form 10-K for 2025 (March 31, 2026); the Form 10-Q for June 30, 2026 (August 14, 2026); and Forms 8-K of March 25, April 22, May 26, June 23, July 24, August 27 and September 28, 2026. The last filing on this CIK was the Schedule TO-I/A of October 22, 2026. Sums, ratios, the 5% share counts and the examples are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.