RWAY 10-K & 10-Q changes, risk factors and insider trading

Any defaults under our Credit Facility or other borrowings, including the 2026July 2027, April 2028 or 2027February 2031 Notes, could adversely affect our business.

We will be subject to U.S. federal income tax at the regular corporate ratesrate if we are unable to qualify as a RIC.

The U.S. debt ceiling and budget deficit concerns have raised the possibility of additional credit-rating downgrades and economic slowdowns in the United States and globally. Congress has passed legislation to raise the debt ceiling on several recent occasions, but there is no guarantee that any such legislation will be passed in the future. Despite such actions to suspend the debt ceiling, ratings agencies havemay consideredconsider lowering the long-term sovereign credit rating of the United States. Downgrades by rating agencies to the U.S. government’s credit rating or concerns about its credit and deficit levels in general could cause interest rates and borrowing costs to rise, which may negatively impact both the perception of credit risk associated with our debt portfolio and our ability to access the debt markets on favorable terms. In addition, a decreased U.S. government credit rating could create broader financial turmoil and uncertainty, which may weigh heavily on our financial performance and the value of our common stock. In addition, disputes over the federal budget have in the past and may in the future cause the U.S. federal government to shut down for periods of time. Such adverse political and economic conditions could have a material adverse impact on our business, financial condition and results of operations.

There has been ongoing discussion and commentary regarding potential significant changes to U.S. trade policies, treaties and tariffs. The current U.S. presidential administration, along with the U.S. Congress, has created significant uncertainty about the future relationship between the United States and certain other countries with respect to trade policies, treaties and tariffs. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the United States. Any of these factors could depress economic activity, and restrict our portfolio companies’ access to suppliers or customers or the cost of such goods and have a material adverse effect on their business, financial condition and results of operations, which in turn could negatively impact us.

Our primary competitors for investments include both existing and newly formed debt, and to a lesser extent equity, focused public and private funds, other BDCs, commercial and investment banks, venture-oriented commercial banks, commercial financing companies and, to the extent they provide an alternative form of financing, private equity and hedge funds. Many of our competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. For example, we believe some competitors may have a lower cost of capital and access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments than we have, which could allow them to consider a wider variety of investments and establish more relationships than we can. Furthermore, many of our competitors are not subject to the regulatory restrictions that the 1940 Act imposes on us as a BDC or to the distribution and other requirements we must satisfy to maintain our ability to be subject to taxation as a RIC. These characteristics could allow our competitors to consider a wider variety of investments, establish more relationships and offer better pricing and more flexible structuring than we are able to offer. In recent years, substantial investor capital has been allocated to the private credit and direct lending asset classes, creating and increasing competition among lenders. Increased competition across all segments of the private credit and direct lending markets,markets has reduced credit spreads, and along with historically low interest rates, has reduced investment yields and resulted in more borrower friendly terms and conditions. For instance, typically when interest rates are low and a credit cycle extended, new entrants will enter traditionally higher yielding markets creating additional competition and pressures and temporarily compressing yields. We believe the credit markets, and in particular the market for our lending strategies, are presently experiencing such pressures. New competitors, including established private credit platforms in other segments, have entered the sponsored and non-sponsored growth lending market and a similar competitive dynamic is possible. While their entry may or may not be permanent, their entry could lead to competitive pressure on our investment yields and other terms and conditions in the short-term.

We may need additional capital to fund growth in our investments. A reduction in the availability of new capital could limit our ability to grow. We must distribute at least 90% of our investment company taxable income to our stockholders to maintain our tax treatment as a RIC. As a result, any such cash earnings may not be available to fund investment originations. We have and may, in the future, borrow under debt facilities from financial institutions and issue additional debt and equity securities. If we fail to obtain funds from such sources or from other sources to fund our investments, it could limit our ability to grow, which may have an adverse effect on the value of our securities. In addition, as a BDC, our ability to borrow or issue preferred stock may be restricted if our total assets are less than 150% of our total borrowings and preferred stock. See "—Risk Factors – Risks Related to Our Business and Structure – Regulations governing our operation as a BDC affect our ability to raise additional capital and the way in which we do so. As a BDC, the necessity of raising additional capital may expose us to risks, including the typical risks associated with leverage."

Any defaults under our Credit Facility or other borrowings, including the 2026July 2027, April 2028, or 2027February Notes,2031 Notes could adversely affect our business.

On July 28, 2022, we issued and sold $80.5 million in aggregate principal amount of 7.50% interest-bearing unsecured Notes due 2027 (the “"July 2027 Notes”"), pursuant to a base indenture by and between us and U.S. Bank Trust Company, National Association, as trustee, dated July 28, 2022 (the “"Base Indenture”"), and the first supplemental indenture thereto, dated July 28, 2022. On August 31, 2022, we issued and sold $20.0 million in aggregate principal amount of 7.00% interest-bearing unsecured Series 2022A Senior Notes due 2027 (the “August 2027 Notes”) to HCM Master Fund Limited in a private debt offering. On December 7, 2022, we issued and sold $51.75 million in aggregate principal amount of 8.00% interest-bearing unsecured Notes due 2027 (the “December 2027 Notes” and together with the July 2027 Notes and the August 2027 Notes, the “2027 Notes”), pursuant to the Base Indenture and the second supplemental indenture thereto, dated December 7, 2022.

In the event we default under our Credit Facility, or other borrowings, including the 2026July Notes2027 Notes, April 2028 Notes, and 2027February 2031 Notes, our business could be adversely affected as we may be forced to sell a portion of our investments quickly and prematurely at what may be unfavorable prices to us in order to meet our outstanding payment obligations and/or support working capital requirements under such borrowing facility, any of which would have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, following any such default, the agent for the lenders under such borrowing facility could assume control of the disposition of any or all of our assets, including the selection of such assets to be disposed and the timing of such disposition, which would have a material adverse effect on our business, financial condition, results of operations and cash flows.

We may want to obtain additional debt financing or need to do so upon maturity of the Credit Facility, in order to obtain funds that may be made available for investments. The availability period under the Credit Facility expires on AprilMarch 20,18, 20252029 and is followed by a one year amortization period. The stated maturity date under the Credit Facility is AprilMarch 20,18, 2026,2029, unless extended. If we are unable to increase, renew or replace the Credit Facility and enter into new debt financing facilities or other debt financing on commercially reasonable terms, our liquidity may be reduced significantly. In addition, if we are unable to repay amounts outstanding under any such facilities and are declared in default or are unable to renew or refinance these facilities, we may not be able to make new investments or operate our business in the normal course. These situations may arise due to circumstances that we may be unable to control, such as lack of access to the credit markets, a severe decline in the value of the U.S. dollar, an economic downturn or an operational problem that affects us or third parties, and could materially damage our business operations, results of operations and financial condition.

The systems and resources necessary to comply with public company reporting requirements will increase further once we cease to be an "emerging growth company" under the Jumpstart Our Business Startups Act of 2012 ("JOBS Act").Act. As long as we remain an emerging growth company, we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. We will remain an emerging growth company for up to five years following our IPO, which we completed on October 25, 2021, although we would cease to be an emerging growth company as of the following December 31 if (i) the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of any June 30 before that time, (ii) our annual gross revenue for the fiscal year exceeds $1.235 billion, or (iii) we issue an aggregate of $1.0 billion in non-convertible debt securities in any three year period. See "Business —– Implications of Being an Emerging Growth Company" in Part I, Item 1 of this Form 10-K.

We typically invest in companies whose securities are not publicly traded, and whose securities will be subject to legal and other restrictions on resale or will otherwise be less liquid than publicly traded securities. There is typically no established trading market for the securities in which we invest. The illiquidity of these investments may make it difficult for us to sell these investments when desired. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we had previously recorded these investments. As a result, we do not expect to achieve liquidity in our investments in the near-term and, in particular, with respect to the equity securities we acquire in our portfolio companies. Our investments are typically subject to contractual or legal restrictions on resale or are otherwise illiquid because there is no established trading market for such investments. The illiquidity of our investments may make it difficult for us to dispose of them at a favorable price or at all, and we may suffer losses as a result.

Our portfolio is concentrated in a limited number of industries. We invest primarily in companies focused in technology, life sciences, healthcare information and services,healthcare, business services, financial services, select consumer services and products and other high growthhigh-growth industries. A downturn in any particular industry in which we are invested could significantly impact the aggregate returns we realize. As our portfolio may be less diversified than the portfolios of other investment vehicles, we may be more susceptible to losses if a single loan is not repaid. Similarly, the aggregate returns we realize may be significantly adversely affected if a small number of investments perform poorly or if we need to write down the value of any one investment.

We invest in sectors including technology, life sciences, healthcare information and services,healthcare, business services, financial services, select consumer services and products and other high-growth industries, which are subject to specific risks related to each.

We intend to continue to invest the largest portions of our portfolio in technology, life sciences, healthcare information and services,healthcare, business services, financial services, select consumer services and products and other high-growth industries. Our portfolio companies may address needs in technology-related industries and markets. We expect that our technology portfolio will consist of companies that commercialize and integrate products targeted at technology-related markets. There are risks in investing in companies that target technology-related markets, including rapid and sometimes dramatic price erosion of products, the reliance on capital and debt markets to finance large capital outlays, including fabrication facilities, the reliance on partners outside of the United States, particularly in Asia, and inherent cyclicality of the technology market in general. As a result of multiple factors, access to capital may be difficult or impossible for companies in our portfolio that are pursuing these markets.

We may be subject to risks associated with our investments in life sciences-relatedhealthcare-related companies.

Our life scienceshealthcare portfolio consists primarily of companies that commercialize and integrate products in life sciences-relatedhealthcare-related industries, including biotechnology, drug discovery, drug delivery, bioinformatics and medical devices. There are risks in investing in companies that target life sciences-relatedhealthcare-related industries, including, but not limited to, the uncertainty of timing and results of clinical trials to demonstrate the safety and efficacy of products; failure to obtain any required regulatory approval of products; failure to develop manufacturing processes that meet regulatory standards; competition, in particular from companies that develop rival products; and the ability to protect proprietary technology. Adverse developments in any of these areas may adversely affect the value of our life scienceshealthcare portfolio.

This life scienceshealthcare industry is dominated by large multinational corporations with substantially greater financial and technical resources than generally will be available to our portfolio companies. Such large corporations may be better able to adapt to the challenges presented by continuing rapid and major scientific, regulatory and technological changes as well as related changes in governmental and third-party reimbursement policies.

Within the life scienceshealthcare industry, the development of products generally is a costly and time-consuming process. Many highly promising products ultimately fail to prove to be safe and effective. There can be no assurance that the research or product development efforts of our portfolio companies or those of their collaborative partners will be successfully completed, that specific products can be manufactured in adequate quantities at an acceptable cost and with appropriate quality, or that such products can be successfully marketed or achieve customer acceptance. There can be no assurance that a product will be relevant and/or be competitive with products from other companies following the costly, time-consuming process of its development.

The research, development, manufacturing, and marketing of products developed by some life scienceshealthcare companies are subject to extensive regulation by numerous government authorities in the United States and other countries. There can be no assurance that products developed by the portfolio companies will ever be approved by such governmental authorities.

Many life scienceshealthcare portfolio companies will depend heavily upon intellectual property for their competitive position. There can be no assurance that the portfolio companies will be able to obtain patents for key inventions. Moreover, within the life scienceshealthcare industry, patent challenges are frequent. Even if patents held by the portfolio companies are upheld, any challenges thereto may be costly and distracting to the portfolio companies’ management.

Some of the life scienceshealthcare portfolio companies will be at least partially dependent for their success upon governmental and third-party reimbursement policies that are under constant review and are subject to change at any time. Any such change could adversely affect the viability of one or more portfolio companies.

As of December 31, 2024,2025, our investments in healthcare technology represented 20.3%approximately 13.3% of our portfolio at fair value. Our investments in healthcare technology are subject to substantial risks, including, but not limited to, the risk that the laws and regulations governing the business of health care companies, and interpretations thereof, may change frequently. Current or future laws and regulations could force our portfolio companies engaged in health care, to change their policies related to how they operate, restrict revenue, change costs, change reserve levels and change business practices.

A portfolio company’s failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially, termination of its loans and foreclosure on its secured assets, which could trigger cross-defaults under other agreements and jeopardize a portfolio company’s ability to meet its obligations under the debt or equity securities that we hold. We may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms —– which may include the waiver of certain financial covenants —– with a defaulting portfolio company. These expenses could materially and adversely affect our operating results and cash flow. In addition, we have invested in and may in the future invest in or obtain significant exposure to "covenant-lite" loans. Generally, covenant-lite loans provide borrowers more freedom to negatively impact lenders because their covenants are incurrence-based, which means they are only tested and can only be breached following an affirmative action of the borrower, rather than by a deterioration in the borrower's financial condition. Accordingly, because we invest in and have exposure to covenant-lite loans, we may have fewer rights against a borrower and may have a greater risk of loss on such investments as compared to investments in or exposure to loans with financial maintenance covenants. See "Risk Factors – Risks Related to Investments – We may be subject to risks associated with our investments in covenant-lite loans" in Part I, Item 1A of this Form 10-K.

The value of our investments in our portfolio companies may decline if they are not able to commercialize their technology, products, business concepts or services. Additionally, although some of our portfolio companies may already have a commercially successful product or product line at the time of our investment, information technology, e-commerce and life science products and serviceshealthcare often have a more limited market or life span than products in other industries. Thus, the ultimate success of these companies often depends on their ability to continually innovate in increasingly competitive markets. If they are unable to do so, our investment returns could be adversely affected and their ability to service their debt obligations to us over the term of the loan could be impaired. Our portfolio companies may be unable to successfully acquire or develop any new products, and the intellectual property they currently hold may not remain viable. Even if our portfolio companies are able to develop commercially viable products, the market for new products and services is highly competitive and rapidly changing. Neither our portfolio companies nor we will have any control over the pace of technology development. Commercial success is difficult to predict, and the marketing efforts of our portfolio companies may not be successful.

For the majority of our investments, no market-based price quotation is available. As a result, our Board of Directors determines the fair value of these securities in good faith as described in "—Risk Factors – Risks Related to Our Business and Structure – Our portfolio securities may not have a readily available market price and, in such a case, we will value these securities at fair value as determined in good faith under procedures adopted by our Board of Directors, which valuation is inherently subjective and may not reflect what we may actually realize for the sale of the investment." In connection with that determination, RGC’s investment team provides our Board of Directors with valuation recommendations based upon the most recent and available information, which generally includes industry outlook, capitalization, consolidated financial statements and projected financial results of each portfolio company. Our Board of Directors utilizes the services of certain independent third-party valuation firms to aid it in determining the fair value of these investments. The Board of Directors discusses valuations and determines the fair value in good faith based on the input of RGC, the Audit Committee of the Board of Directors and the applicable third-party valuation firm. The participation of RGC’s investment team in our valuation process, and the pecuniary interest in RGC by certain members of our Board of Directors, could result in a conflict of interest as RGC’s base management fee is based, in part, on the value of our average adjusted gross assets, and RGC’s incentive fee is based, in part, on realized gains and realized and unrealized losses.

Subject to our Board of Director’s discretion and applicable legal restrictions, we intend to authorize and declare cash distributions and pay such distributions on a quarterly basis. We expect to pay distributions out of assets legally available for distribution. However, we cannot assure you that we will achieve investment results that will allow us to make a consistent targeted level of distributions or year-to-year increases in distributions. Our ability to pay distributions might be adversely affected by the impact of the risks described herein. In addition, the inability to satisfy the asset coverage test applicable to us as a BDC under the 1940 Act can limit our ability to pay distributions. Distributions from offering proceeds also could reduce the amount of capital we ultimately invest in debt or equity securities of portfolio companies. We cannot assure you that we will pay distributions to our stockholders in the future. See "Business —– Regulation as a Business Development Company" in Part I, Item 1 of this Form 10-K.

All distributions declared in cash payable to stockholders that are participants in our Dividend Reinvestment Plan will be automatically reinvested in shares of our common stock.stock (net of applicable withholding taxes). In addition, stockholders who elect not to participate in our Dividend Reinvestment Plan may experience accretion to the net asset value of their shares if our shares are trading at a premium to net asset value and dilution if our shares are trading at a discount to net asset value. The level of accretion or discount would depend on various factors, including the proportion of our stockholders who participate in the plan, the level of premium or discount at which our shares are trading and the amount of the distribution payable to stockholders.

We will be subject to U.S. federal income tax at the regular corporate ratesrate if we are unable to qualify as a RIC.

If we fail to qualify as a RIC for any reason and therefore become subject to U.S. federal income tax at the regular corporate rates,rate, the resulting corporatecompany-level taxes could substantially reduce our net assets, the amount of income available for distribution and the amount of our distributions.

Since, in certain cases, we may recognize taxable income before or without receiving corresponding cash payments, we may have difficulty meeting the Annual Distribution Requirement necessary to maintain our qualification as a RIC. Accordingly, to satisfy our RICAnnual distributionDistribution requirements,Requirement, we may have to sell some of our investments at times and/or at prices we would not consider advantageous, raise additional debt or equity capital or forgo new investment opportunities. If we are not able to obtain cash from other sources, we may fail to qualify for tax treatment as a RIC and thus become subject to U.S. federal income tax at the regular corporate rates.rate. For additional discussion regarding the tax implications of our election to be taxed as a RIC, please see "Business —– Certain U.S. Federal Income Tax Considerations —– Taxation of the Company" in Part I, Item 1 of this Form 10-K.

Under the Section 852 of Code, we may satisfy certain of our RIC distributions with dividends paid after the end of the current year. In particular, if we pay a distribution in January of the following year that was declared in October, November, or December of the current year and is payable to stockholders of record in the current year, the dividend will be treated for all US federal tax purposes as if it were paid on December 31 of the current year. In addition, under the Code, we may pay dividends, referred to as "spillback dividends," that are paid during the following taxable year that will allow us to maintain our qualification for taxation as a RIC and eliminate our liability for U.S. federal income tax. Under these spillback dividend procedures, we may defer distribution of income earned during the current year until December of the following year. For example, we may defer distributions of income earned during 20242025 until as late as December 31, 2024.2026. If we choose to pay a spillback dividend, we will incur the nondeductible 4% U.S. federal excise tax on some or all of the distribution.

We may take certain actions with respect to the timing and amounts of our distributions in order to preserve cash and maintain flexibility. For example, we may reduce our dividends and/or defer our dividends to the following taxable year. If we defer our dividends, we may choose to utilize the spillback dividend rules discussed above and incur the 4% U.S. federal excise tax on such amounts. To further preserve cash, we may combine these reductions or deferrals of dividends with one or more distributions that are payable partially in our stock as discussed below under "—Risk Factors – Risks Related to RIC Tax Treatments – We may choose to pay distributions in our own stock, including in connection with our Dividend Reinvestment Plan, in which case you may be required to pay U.S. federal income tax in excess of the cash you receive."

A "publicly offered RIC" is a RIC whose shares are either (i) continuously offered pursuant to a public offering, (ii) regularly traded on an established securities market or (iii) held by at least 500 persons at all times during the taxable year. We expect to be treated as a "publicly offered regulated investment company" as a result of shares of our common stock being treated as regularly traded on an established securities market. However, we cannot assure you that we will be treated as a publicly offered regulated investment company for all years. If we are not treated as a publicly offered regulated investment company for any calendar year, each U.S. stockholder that is an individual, trust or estate will be treated as having received a dividend from us in the amount of such U.S. stockholder’s allocable share of the management and incentive fees paid to RGC and certain of our other expenses for the calendar year, and will be deductible by such shareholder only to the extent permitted under the limitations described below. For non-corporate U.S. stockholders, including individuals, trusts, and estates, significant limitations generally apply to the deductibility of certain expenses of a non-publicly offered RIC. In particular, these expenses, referred to as miscellaneous itemized deductions, currently are not deductible by non-corporate U.S. stockholders (and beginning in 2026, will be deductible only to non-corporate U.S. stockholders to the extent they exceed 2% of such non-corporate U.S. stockholders’ adjusted gross income, and will not be deductible for alternative minimum tax purposes).stockholders.

changes in political, economic or industry conditions, trade policies, restrictions and tariffs, the interest rate environment or conditions affecting the financial and capital markets;

the impact of changes in interest and inflation rates on our business prospects and the prospects of our portfolio companies;

our business prospects and the prospects of our portfolio companies our contractual arrangements and relationships with third parties;

the timing of cash flows, if any, from the operations of our portfolio companies the ability of our external investment adviser, Runway Growth Capital LLC, to locate suitable investments for us and to monitor and administer our investments;

the occurrence of a disaster, such as a cyber-attack against us or against a third partythird-party that has access to our data or networks, a natural catastrophe, an industrial accident, failure of our disaster-recovery systems, or consequential employee error;

risk that stockholders litigation in connection with the effectMergers may result in significant costs of legal, tax,defense and regulatory changesliability; and the other risks, uncertainties and other factors we identify under "Risk Factors" in Part I, Item 1A of this Form 10‑K and in our other filings with the SEC.

Although we believe the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this annual report on Form 10‑K should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in "Risk Factors" in in Part I, Item 1A of this Form 10‑K.

Runway Growth Finance Corp. ("we," "us," or "our," or the "Company"), a Maryland corporation formed on August 31, 2015, is structured as an externally managed, non-diversified closed-end management investment company. On August 18, 2021, we changed our name to "Runway Growth Finance Corp." from "Runway Growth Credit Fund Inc." We are a specialty finance company focused on providing senior secured loans to high growth-potential companies in technology, healthcare, business services, financial services, select consumer services and products and other high-growth industries. Our goal is to create significant value for our stockholders and the entrepreneurs we support by providing high growth-potential companies with hybrid debt and equity financing that is more flexible than traditional credit and less dilutive than equity. Our investment objective is to maximize our total return to our stockholders primarily through current income on our loan portfolio, and secondarily through capital gains on our warrants and other equity positions. Certain of the loans in which we may invest or obtain exposure to through our investments in structured securities may be deemed "Covenant-Lite Loans," which means the loans contain fewer or no maintenance covenants compared to other loans and do not include terms which allow the lender to declare a default if certain covenants are breached. We are managed by Runway Growth Capital, an experienced provider of growth financing for dynamic, late and growth-stage companies. As of December 31, 2025, we had an investment portfolio of $927.4 million at fair value, and a net asset value of $485.0 million. Our offices are in Chicago, Illinois; Menlo Park, California; and New York, New York.

We have elected to be regulated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the "1940 Act"). We have also elected to be treated as a regulated investment company ("RIC") under Subchaptersubchapter M of the Internal Revenue Code of 1986, as amended (the "Code").Code. While we currently qualify and intend to qualify annually to be treated as a RIC, no assurance can be provided that we will be able to maintain our tax treatment as a RIC. If we fail to qualify for tax treatment as a RIC for any taxable year, we will be subject to U.S. federal income tax at corporate rates on any net taxable income for such year. As a BDC and a RIC, we are required to comply with various regulatory requirements, such as the requirement to invest at least 70% of our assets in “qualifying assets,” source-of-income limitations, asset diversification requirements, and the requirement to distribute annually at least 90% of our investment company taxable income and net tax-exempt interest.

We are an “"emerging growth company,”" as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).Act. We willexpect to remain an emerging growth company until December 31, 2026, the last day of our fiscal year following the fifth anniversary of our IPO, which closed on October 25, 20212021, or until the earliest of (i) the last day of the first fiscal year in which we have total annual gross revenue of $1.235 billion or more, (ii) December 31 of the fiscal year in which we become a “"large accelerated filer”" as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “"Exchange Act”"), (which would occur if the market value of our common stock held by non-affiliates exceeds $700.0 million, measured as of the last business day of our most recently completed second fiscal quarter, and we have been publicly reporting for at least 12 months), or (iii) the date on which we have issued more than $1.0 billion in non-convertible debt during the preceding three-year period. ForDuring sothe longtime asthat we remainare an emerging growth company under the JOBS Act, we will be subject to reduced public company reporting requirements. When we are no longer an emerging growth company, we will be subject to additional public company reporting requirements, including auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, and we will no longer be able to take advantage of the extended transition periods available to emerging growth companies for complying with new or revised accounting standards.

We are externally managed by Runway Growth Capital LLC ("RGC"), an investment adviser that has registered with the SEC under the Investment Advisers Act of 1940, as amended. RunwayThe Administrator Services LLC (the "Administrator"),Administrator, a wholly-owned subsidiary of RGC, provides all the administrative services necessary for us to operate.

On August 10, 2020, as amended on August 30, 2022, we,We, RGC, and certain other funds and accounts sponsored or managed by RGC and/or its affiliatesaffiliates, wereincluding grantedBC Partners Advisors L.P. (collectively our "Affiliates"), rely on an order (the “"Order”") granted by the SEC that permits us greater flexibility than the 1940 Act permits to negotiate the terms of co-investments if our Board of Directors determines that it would be advantageous for us to co-invest with other accounts sponsored or managed by RGC and/or its affiliatesAffiliates in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. We believe that the ability to co-invest with similar investment structures and accounts sponsored or managed by RGC or its affiliatesAffiliates provides additional investment opportunities and the ability to achieve greater diversification. Under the terms of the Order, a majority of our independent directors are required to make certain determinations in connection with a co-investment transaction, including that (1) the terms of the proposed transaction are reasonable and fair to us and our stockholders and do not involve overreaching in respect of us or our stockholders on the part of any person concerned and (2) the transaction is consistent with the interests of our stockholders and is consistent with our investment strategies and policies. On September 12, 2025, we, RGC and certain Affiliates applied for a new co-investment exemptive order from the SEC. There can be no assurances that the SEC will grant such relief. See "Business – Exemptive Relief" in Part I, Item 1 of this Form 10-K for additional information.

As of December 31, 2025, we had investments in 56 companies, representing 23 companies in which we held a combination of debt and equity investments, eight companies in which we held debt investments only, 23 companies in which we held equity investments only, and two companies in which we held equity interests only. At December 31, 2024, we had investments in 57 portfolio companies, representing 2328 companies in which we held debt and warrantequity investments, 5four companies in which we held debt investments andonly, shares of common stock, preferred stock, or a combination with warrants, 423 companies in which we held aequity debt investmentinvestments only, 17and two companies in which we held warrant investments only, and 8 companies in which we held shares of common stock, preferred stock, equity interests only, or a combination thereof with warrants. As of December 31, 2023, we had investments in 52 portfolio companies, representing 22 companies in which we held debt and warrant investments, 3 companies in which we held debt investments and shares of common, preferred stock, or a combination with warrants, 4 companies in which we held a debt investment only, 16 companies in which we held warrant investments only, and 7 companies in which we held shares of common stock, preferred stock, or equity interests only, or a combination with warrants.only.

The value of our investment portfolio will change over time due to changes in the fair value of our underlying investments, as well as changes in the composition of our portfolio resulting from purchases of new and follow-on investments as well as repayments and sales of existing investments. For the year ended December 31, 2025, we funded $85.2 million in seven new portfolio companies and $65.1 million in nine existing companies, including one joint venture, net of upfront loan origination fees and refinances. We also received $11.6 million in scheduled principal repayments from five portfolio companies as well as $287.0 million in sales and prepayments, which is comprised of (i) $248.4 million in loan proceeds from 13 portfolio companies and (ii) $38.6 million in proceeds from the sale of equity investments during the year ended December 31, 2025. For the year ended December 31, 2024, we funded $220.4 million in 8eight new portfolio companies, $5.6 million in one joint venture, and $28.1 million in 6six existing portfolio companies, net of upfront loan origination fees and refinances. We also received $224.4 million in sales and prepayments from 9 portfolio companies and $4.8 million in scheduled principal paymentsrepayments from two portfolio companies.companies Thereas waswell as $226.4 million in sales and prepayments, which is comprised of (i) $224.4 million in loan proceeds from nine portfolio companies and (ii) $2.0 million in proceeds from the termination of warrants, sale of preferred stock, sale of equity interest, or sale of common stockinvestments during the year ended December 31, 2024. For the year ended December 31, 2023 we funded $82.7 million in four new portfolio companies, and $117.8 million in 14 existing portfolio companies, net of upfront loan origination fees and refinances. We also received $289.0 million in loan sales and prepayments from 12 portfolio companies and $7.3 million in scheduled principal payments from three portfolio companies. There was $44.0 thousand in proceeds from the termination of warrants, sale of preferred stock, sale of equity interest, or sale of common stock during the year ended December 31, 2023.

The following is a reconciliation of our investment portfolio, including U.S. Treasury Bills,portfolio for the years ended December 31, 20242025 and 20232024 (dollars in thousands):

The following table shows the investment ratings of our debt investments at fair value as of December 31, 20242025 and December 31, 20232024 (dollars in thousands):

An important measure of our financial performance is "Net increase (decrease) in net assets resulting from operations" on the Consolidated Statements of Operations, which includes "Net investment income (loss)income,", "Net realized gain (loss) on investments" and "Net change in unrealized gain (loss) on investments.". "Net investment income (loss)" is the difference between our income from interest, dividends, fees and other income and our operating expenses, including interest on borrowed funds. "Net realized gain (loss) on investments" is the difference between the proceeds received from dispositions and the amortized cost of portfolio investments and U.S. Treasury BillsBills, as well as any realized gain (loss) on forward contracts and theirforeign amortizedcurrency cost.transactions. "Net change in unrealized gain (loss) on investments" is the net change in the fair value of our investment portfolio.portfolio and the effect of fluctuations in foreign currency exchange rates on forward contracts and foreign cash held.

The following table is a comparison ofcompares the results of our operations for the years ended December 31, 2025, 2024, 2023, and 20222023 (dollars in thousands):

Our investment objective is to maximize total return to our stockholders primarily through current income on our loan portfolio, and secondarily through capital gain on our warrants and other equity positions. We intend to achieve our investment objective by investing in high growth-potential, private companies. We typically invest in senior secured loans that generally fall into two strategies: Sponsored Growth Lending and Non-Sponsored Growth Lending. We generally receive warrants and/or other equity from our investments. We expect our global loan originations will generally range from between $30-$150 million, with the Company'sour allocation being in the range of $20-$45 million.

Investment income for the year ended December 31, 2024,2025, 2024 and 2023 andwas 2022$137.3 wasmillion, $144.6 million, $164.2 million, and $107.8$164.2 million, respectively, and includes non-recurring income of $6.2$8.4 million, $11.4$6.2 million, and $3.5$11.4 million, respectively. Non-recurring income includes, but is not limited to, acceleration of unaccreted OID,OID and ETP, prepayment fees, and amendment fees. The decrease in investment income for the year ended December 31, 2025 compared to the year ended December 31, 2024 was primarily due to decreased interest income from falling interest rates and a decrease in the average outstanding principal on interest-earning debt investments. The decrease in investment income for the year ended December 31, 2024 compared to the year ended December 31, 2023 was primarily due to decreased interest income and payment-in-kind interest income. The increase in investment income for the year ended December 31, 2023 compared to the year ended December 31, 2022 was primarily due to increased interest income driven by our deployment of capital and increased market interest rates.

Operating expenses for the years ended December 31, 2024,2025, 2024 and 2023 andwere 2022$80.4 weremillion, $80.9 million, and $85.9 million, respectively. Operating expenses decreased for the year ended December 31, 2025 from the year ended December 31, 2024, primarily due to a decrease in interest and $48.0other million,debt respectively.financing expenses partially offset by an increase in administration agreement expenses, excise tax expenses, and directors fees. Operating expenses decreased for the year ended December 31, 2024 from the year ended December 31, 20232023, primarily due to a decrease in performance-based incentive fees and management fees. Operating expenses increased for the year ended December 31, 2023 from the year ended December 31, 2022, primarily due to increased interest and other debt financing expenses, as well as increased performance-based incentive fees and management fees. Operating expenses per share for the years ended December 31, 2024,2025, 2024 and 2023 and 2022 were $2.08$2.20 per share, $2.12$2.08 per share and $1.17$2.12 per share, respectively.

Management fees for the years ended December 31, 2025, 2024, 2023, and 20222023 were $15.7 million, $16.7$15.7 million, and $11.9$16.7 million, respectively. Management fees remained relatively unchanged for the year ended December 31, 2025 as compared to the year ended December 31, 2024. Management fees decreased for the year ended December 31, 2024 as compared to the year ended December 31, 20232023, due to decreased average daily average gross assets. Management fees increased forFor the year ended December 31, 20232025, asRGC comparedearned base management fees at an annual rate of 1.50%. As of September 30, 2025, ending gross assets temporarily fell below $1.0 billion, increasing the quarterly rate from 0.375% to 0.40%. With Board approval, RGC voluntarily waived the yearincremental fee for that period. The waiver was not subject to recoupment and did not amend the Advisory Agreement. Total fees waived for the quarter ended December 31, 2022,2025 duewere toapproximately an$253.8 increasethousand. inFor the dailyyears averageended grossDecember assets31, offset2024 byand aDecember decrease31, in2023, theRGC earned base management fees at an annual rate fromof 1.6% per annum in 2022 to 1.5% per annum in 2023.1.50%.

Incentive fees for the years ended December 31, 2025, 2024, 2023, and 20222023 were $14.6$14.5 million, $19.0$14.6 million and $13.2$19.0 million, respectively. Incentive fees remained relatively unchanged for the year ended December 31, 2025 as compared to the year ended December 31, 2024. Incentive fees decreased for the year ended December 31, 2024 from the year ended December 31, 2023 due to ana decrease in net investment income. Incentive fees increased forFor the year ended December 31, 20232025, from$12.4 million of the yearincentive endedfees Decemberwere 31, 2022 due to an increasepayable in netcash investmentand income.$2.1 million were deferred and accrued. For the year ended December 31, 2024, $13.6 million of the incentive fees were earned and payable in cash,cash and $1.0 million were deferred and accrued. For the year ended December 31, 2023, $14.9 million of the incentive fees were earned and payable in cash,cash and $4.1 million were deferred and accrued. For the year ended December 31, 2022, $11.8 million of the incentive fees were earned and payable in cash, and $1.4 million were deferred and accrued. Incentive fees related to PIK or deferred interest are accrued and payment is deferred until such interest is collected in cash. Incentive fees per share for the years ended December 31, 2025, 2024, 2023, and 20222023 were $0.39 per share, $0.38 per share, and $0.47 per share, and $0.32 per share, respectively.

Net investment income for the years ended December 31, 2024,2025, 2024 and 2023 andwas 2022$56.9 wasmillion, $63.8 million, and $78.3 million, respectively. Net investment income decreased for the year ended December 31, 2025 from the year ended December 31, 2024 primarily due to a decrease in investment income resulting from declining interest rates and $59.8a million,decrease respectively.in the average outstanding principal on interest-earning debt investments. Net investment income decreased for the year ended December 31, 2024 from the year ended December 31, 2023 primarily due to a decrease in investment income resulting from a decrease in the average outstanding principal on interest-earning debt investments and declining interest rates, partially offset by decreased performance-based incentive fees and management fees. Net investment income increased for the year ended December 31, 2023 from the year ended December 31, 2022 primarily due to increased investment income earned on our portfolio investments, partially offset by increased interest and other debt financing expenses, management fees, and incentive fees. Net investment income per share for the years ended December 31, 2024,2025, 2024 and 2023 and 2022 was $1.64$1.55 per share, $1.93$1.64 per share and $1.46$1.93 per share, respectively.

The net realized gain on investments of $2.8 million for the year ended December 31, 2025 was attributable to a realized gain on our investment in Gynesonics, Inc. partially offset by realized losses on our investments in Quantum Corporation common stock, JobGet Holdings, Inc. (fka Snagajob.com, Inc.) term loan, zSpace, Inc. common stock, and Epic IO and Vero Biotech success fees. The net realized loss on investments of $2.9 million for the year ended December 31, 2024 was attributable to losses in our senior secured term loan and convertible note to Jobget Holdings, Inc (fka Snagajob, Inc.), offset by a gain on the exercise of Dtex, Inc. warrants into preferred stock and subsequent sale. The net realized loss on investments of $18.4 million for the year ended December 31, 2023 was attributable to losses in our loan to Pivot3, Inc. that was previously on non-accrual status, as well as our warrant investments in CareCloud, Inc. and Gynesonics, Inc. The net realized loss on investments of $1.1 million for the year ended December 31, 2022 was primarily due to losses on our warrants in Aspen Group, Inc. and CareCloud, Inc. and a loss in our Pivot3 Holdings, Inc. preferred stock, offset by gains on the sale of Brilliant Earth Group, Inc. common stock.

Net change in unrealized loss on investments of $25.7 million for the year ended December 31, 2025 was primarily due to a release of prior unrealized gain on our preferred stock investment in Gynesonics, Inc. and a decrease in the fair value of our preferred stock investment in JobGet Holdings, Inc. (fka Snagajob.com, Inc.) and a decrease in fair value of our senior secured loans to Marley Spoon SE, 3PL Central, LLC, and Blueshift Labs, Inc. The decrease in fair value was partially offset by an increase in fair value of our senior secured loans to Piano Software, Inc., Autobooks, Inc., FiscalNote, Inc., and Brivo, Inc. and a release of prior unrealized loss on our common stock investment in Quantum Corporation. Net change in unrealized gain on investments of $12.8 million for the year ended December 31, 2024 was primarily due to an increase in the fair value of our senior secured loans to Gynesonics, Inc., our preferred stock investments in Gynesonics, Inc. and CareCloud, Inc., as well as a release of prior unrealized loss on the senior secured loan to Jobget Holdings, Inc. (fka Snagajob, Inc.), offset by decreases in fair value of our senior secured loans to Vesta Payment Solutions, Inc., Mingle Healthcare Solutions, Inc., 3PL Central LLC (dba Extensiv), Marleyspoon SE, and Blueshift Labs, Inc. Net change in unrealized loss on investments of $15.5 million for the year ended December 31, 2023 was primarily attributable to decreases in the fair value of CareCloud, Inc. and Gynesonics Inc. preferred stock, a decrease in the fair value of FiscalNote, Inc. common stock, decreases in the fair value of Aria Systems, Inc., INRIX, Inc., and ShareThis, Inc. warrants, and decreases in the fair value of our senior secured term loans to Gynesonics, Inc., FiscalNote, Inc., and Snagajob.com Inc., offset by an increase in fair value of Route 92 Medical, Inc. senior secured term loan and a release in prior unrealized loss in our loan to Pivot 3, Inc. Net change in unrealized loss on investments of $26.5 million for the year ended December 31, 2022 was primarily due to decreases in the fair value of a senior secured loan to Pivot3, Inc., and decreases in the fair value of our common stock in Brilliant Earth Group, Inc. and Quantum Corporation.

Net Increase (Decrease) in Net Assets Resulting from Operations

During the year ended December 31, 2024,2025, we principally funded our operations from (i) cash receipts from interest, dividend, and fee income from our investment portfolio, (ii) cash proceeds from the realization of portfolio investments through the repayments of debt investments and the sale of debt and equity investments andinvestments, (iii) net borrowings under our Credit Facility.Facility and (iv) net proceeds from our April 2028 Notes which replaced our December 2026 Notes and our August 2027 Notes.

During the year ended December 31, 2023,2025, our operating activities provided $112.4$186.3 million of cash and cash equivalents, compared to $359.8$69.8 million usedin incash and cash equivalents provided operating activities during the year ended December 31, 2022.2024. The $472.3$116.6 million increase in cash flowsand cash equivalents provided by operating activities from December 31, 20222024 to December 31, 20232025 was primarily due to a $345.3$103.8 million decrease in purchases of investments and U.S. Treasury Bills and a $117.5$25.4 million increase in sales and repayments of investments and U.S. Treasury Bills.

During the year ended December 31, 2024, our financingoperating activities usedprovided $67.0$69.8 million of cash,cash and cash equivalents, compared to $115.2$112.4 million used in financingcash and cash equivalents provided operating activities during the year ended December 31, 2023. The $48.3$42.7 million decrease in cash flowsand usedcash inequivalents financingprovided by operating activities from December 31, 2023 to December 31, 2024 was primarily due to ana increase$58.2 million decrease in sales or repayments of investments and U.S. Treasury Bills and a $14.5 million decrease in net borrowinginvestment activity of $79.0 million,income, offset by ana increase$23.3 million decrease in share repurchasespurchases of $36.0investments million.and U.S. Treasury Bills.

During the year ended December 31, 2023,2025, our financing activities used $115.2$173.9 million of cash and cash equivalents, ascash, compared to $360.9$67.0 million providedused byin financing activities during the year ended December 31, 2022.2024. The $476.1$106.9 million decreaseincrease in cash providedflows byused in financing activities from December 31, 2024 to December 31, 2025 was primarily due to a $518.3decrease in net borrowing activity of $160.0 million, offset by an increase in secured borrowings of $14.6 million, a decrease in share repurchases of $23.5 million, and a $18.4 million decrease in netdividends borrowingspaid activityto offset by a decrease in repayments of reverse repurchase agreements of $44.8 million.stockholders.

As of December 31, 2024,2025, we had $244.8$395.2 million in available liquidity, including $5.8$18.2 million in cash and cash equivalents, and approximately $239.0$377.0 million available under our Credit Facility, subject to borrowing base capacity. As of December 31, 2024,2025, we had $311.0$173.0 million of secured debt outstanding under our Credit Facility, which areis a floating interest rate obligationsobligation and $247.3$264.3 million of unsecured debt outstanding under 2026the 2026, 2027, and 20272028 Notes, which are all fixed interest rate debt obligations. Refer to "Note 7 – Borrowings" toof our consolidated financial statements in Part II, Item 8 of this Form 10-K for additional discussion of our debt obligations.

Pursuant to the 1940 Act, we are permitted to incur borrowings, issue debt securities, or issue preferred stock unless,if, immediately after the borrowings or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock is at least 150% (at least 200% prior to June 17, 2022).150%. As of December 31, 20242025 and December 31, 2023,2024, our asset coverage ratio was 192%211% and 205%,192%, respectively.

Our significant contractual payment obligations relate to our borrowings and deferred incentive fees. As of December 31, 2024,2025, we had $558.3$437.3 million in debt outstanding, $25.0 million of debt outstanding, none of which wasis due within the next year, $558.3$239.3 million is due within 1one to 3three years, and none$173.0 million is due beyond 3three years. As of December 31, 2024,2025, we had $10.1$12.2 million of deferred incentive fees, $2.6$4.2 million of which wasis due within the next year, $4.9$5.3 million is due within 1one to 3three years, and $2.6$2.7 million is due beyond 3three years. Refer to "Note 13 – Subsequent Events" of our consolidated financial statements in Part II, Item 8 of this Form 10-K for more information.

Our unfunded commitments may be significant from time to time. As of December 31, 2024,2025, we had a total of $176.7$145.5 million in unfunded commitments which was comprised of $147.3$122.8 million to provide debt financing to itsour portfolio companies and $29.4$22.7 million in unfunded commitments to provide equity financing to Runway-Cadma I LLC. Unfunded contractual commitments depend upon a portfolio company reaching certain milestones before the debt commitment is available to the portfolio company, which is expected to affect our funding levels. These commitments are subject to the same underwriting and ongoing portfolio maintenance as the on-balance sheet financial instruments that we hold. From time to time, unfunded contractual commitments may expire without being drawn and thus do not represent future cash requirements. We maintain sufficient liquidity (through cash on hand and available borrowings under the Credit Facility) to fund such unfunded commitments should the need arise. As of December 31, 2024,2025, we had approximately $24.8$32.4 million of available unfunded commitments to portfolio companies that are eligible to be drawn based on achieved milestones.milestones and $22.7 million in unfunded capital commitments to Runway-Cadma I LLC. Refer to “"Note 8 – CommitmentsCommitments, Contingencies, and Contingencies”Off-Balance toSheet Arrangements" of our consolidated financial statements in Part II, Item 8 of this Form 10-K for a summary of unfunded commitments by portfolio company as of December 31, 2024.2025.

On July 30, 2024, our Board of Directors approved a share repurchase program (the "Third Repurchase Program"), under which we maywere authorized to repurchase up to $15.0 million of our outstanding shares of common stock. Pursuant to the terms of the repurchase agreement, we were authorized to repurchase up to $12.5 million of outstanding shares of common stock, at management's discretion from time to time in open-market transactions and in accordance with all applicable securities laws and regulations. If not renewed, the Third Repurchase Program will terminate upon the earlier of (i) July 30, 2025 or (ii) the repurchase of $15.0 million of our shares of common stock. As of December 31, 2024, we hadWe repurchased 1,199,867 shares in connection with the Third Repurchase Program for an aggregate purchase price of $12.5 million.million, exhausting the full approved amount of repurchases under the program, and the Third Repurchase Program terminated in accordance with its terms.

For the yearsyear ended December 31, 2025, we declared and paid dividends in the amount of $51.4 million, of which $50.4 million was distributed in cash, with the remainder distributed in the form of 104,804 shares of our common stock purchased by us in the open market and distributed to stockholders pursuant to our dividend reinvestment plan (the "Dividend Reinvestment Plan"). For the year ended December 31, 2024, we declared and paid dividends in the amount of $69.9 million, of which $68.7 million was distributed in cashcash, andwith the remainder distributed in the form of 96,092 shares of our common stock purchased by us in the open market and distributed to stockholders pursuant to our dividend reinvestment plan (the "Dividend Reinvestment Plan").Plan. For the year ended December 31, 2023, we declared and paid dividends in the amount of $73.3 million, of which $70.8 million was distributed in cashcash, andwith the remainder distributed in the form of 204,658 shares of our common stock purchased by us in the open market and distributed to stockholders pursuant to our Dividend Reinvestment Plan. For year ended December 31, 2022, we declared dividends in the amount of $51.6 million, of which $40.7 million was distributed in cash and the remainder distributed in shares to stockholders pursuant to our Dividend Reinvestment Plan.

We are dependent upon RGC's keysenior management personnel for our future success.

We depend on the experience, diligence, skill and investment acumen of R. David Spreng, the founder and Chief Executive Officer of RGC, along with theRGC's senior officers and other investment professionals at RGC,professionals, including Thomas Raterman, Chief Operating Officer and Chief Financial Officer. Mr. Spreng, Mr. Raterman, and the other members of RGC’sits seniorinvestment managementcommittee, that it currently retains or may subsequently retain that identify, evaluate, negotiate, structure, closeclose, monitor and monitormanage our investments. Our future success dependswill depend to a significant extent on the continued service of these members of RGC’s senior management. We cannot assure you that unforeseen business, medical, personal or other circumstances would not lead any such individual to terminate his or her relationship with us. The lossdeparture of Mr. Spreng, Mr. Raterman and/or any of the other members of RGC’s senior management could have a material adverse effect on our ability to achieve our investment objectiveobjective, as well as on our financial conditioncondition, business and results of operations. In addition, we can offer no assurance that RGC will continue indefinitely as RGC.our investment adviser.

the risk that stockholdersstockholder litigation in connection with the Mergers may result in significant costs of defense and liability; and the other risks, uncertainties and other factors we identify under "Risk Factors" in Part I, Item 1A of our annual report on Form 10-K, filed with the Securities and Exchange Commission (the "SEC") on March 12, 2026, and in this quarterly report on Form 10-Q.

Runway Growth Finance Corp. ("we," "us," or "our"), a Maryland corporation formed on August 31, 2015, is structured as an externally managed, non-diversified closed-end management investment company. On August 18, 2021, we changed our name to "Runway Growth Finance Corp." from "Runway Growth Credit Fund Inc." We are a specialty finance company focused on providing senior secured loans to high growth-potential companies in technology, healthcare, business services, financial services, select consumer services and products and other high-growth industries. Our goal is to create significant value for our stockholders and the entrepreneurs we support by providing high growth-potential companies with hybrid debt and equity financing that is more flexible than traditional credit and less dilutive than equity. Our investment objective is to maximize our total return to our stockholders primarily through current income on our loan portfolio, and secondarily through capital gains on our warrants and other equity positions. Certain of the loans in which we may invest or obtain exposure to through our investments in structured securities may be deemed "Covenant-Lite Loans," which means the loans contain fewer or no maintenance covenants compared to other loans and do not include terms which allow the lender to declare a default if certain covenants are breached. We are managed by Runway Growth Capital, an experienced provider of growth financing for dynamic, late and growth-stage companies. As of MarchJune 31,30, 2026, we had an investment portfolio of $886.3$1.2 millionbillion at fair value, and a net asset value of $438.2$502.6 million. Our offices are in Chicago, Illinois; Menlo Park, California; and New York, New York.

At MarchJune 31,30, 2026, we had investments in 5679 companies, representing 2333 companies in which we held a combination of debt and equity investments, nine13 companies in which we held debt investments only, 2332 companies in which we held equity investments only, and one company in which we held equity interests only. At December 31, 2025, we had investments in 56 companies, representing 23 companies in which we held a combination of debt and equity investments, eight companies in which we held debt investments only, 23 companies in which we held equity investments only, and two companies in which we held equity interests only.

The following table shows the fair value of our investments, by asset class, as of MarchJune 31,30, 2026 and December 31, 2025 (in thousands):

For the three and six months ended MarchJune 31,30, 2026, our debt investment portfolio had a dollar-weighted annualized yield of 14.2%.14.2% and 13.9%, respectively. For the three and six months ended MarchJune 31,30, 2025, our debt investment portfolio had a dollar-weighted annualized yield of 15.4%.15.4% and 15.1%, respectively. We calculate the yield on dollar-weighted debt investments for any period measured as (1) total related investment income during the period divided by (2) the daily average of the fair value of debt investments outstanding during the period, including any debt investments on non-accrual status. As of MarchJune 31,30, 2026, our debt investments had a dollar-weighted average term of 5349 months at origination and a dollar-weighted average remaining term of 2931 months, or approximately 2.42.6 years. As of MarchJune 31,30, 2026, substantially all of our debt investments had a committed principal amount of between $2.0$5.5 million and $68.5$81.4 million and pay cash interest at annual interest rates of between 6.3% and 14.7%.

The following table shows our dollar-weighted annualized yield by investment type for the three and six months ended MarchJune 31,30, 2026 and 2025:

The value of our investment portfolio will change over time due to changes in the fair value of our underlying investments, as well as changes in the composition of our portfolio resulting from purchases of new and follow-on investments, as well as repayments and sales of existing investments. During the threesix months ended MarchJune 31,30, 2026, we funded $7.5$310.8 million in one24 new portfolio companycompanies and $10.0$32.1 million in threefive existing companies, net of upfront loan origination fees and refinances. We also received $1.9$12.4 million in scheduled principal repayments from fournine portfolio companies, as well as $17.5$43.5 million in sales and prepayments, which is comprised of (i) $15.0$30.9 million in loan proceeds from onetwo portfolio companycompanies and (ii) $2.5$12.6 million in proceeds from the sale of equity investments. During the threesix months ended MarchJune 31,30, 2025, we funded $15.3$34.4 million in threetwo new portfolio companies and $19.6 million in four existing portfolio companies, net of upfront loan origination fees and refinances. We also received $3.7$7.9 million in scheduled principal repayments from onethree portfolio company,companies, as well as $75.0$100.0 million in sales and prepayments, which is comprised of (i) $36.9$61.9 million in loan proceeds from twothree portfolio companies and (ii) $38.1 million in proceeds from the sale of equity investments during the threesix months ended MarchJune 31,30, 2025.

The following is a reconciliation of our investment portfolio for the threesix months ended MarchJune 31,30, 2026 and 2025 (in thousands):

In addition to various risk management and monitoring tools, RGC uses an investment rating system to characterize and monitor the quality of our debt investment portfolio. EquityOnly securitiesdebt investments are graded under the investment rating system; equity investments, warrants, and Treasuryother Billscontractual rights are not graded. This debt investment rating system uses a five-level numeric scale. The following is a description of the conditions associated with each investment rating:

The following table shows the investment ratings of our debt investments at fair value as of MarchJune 31,30, 2026 and December 31, 2025 (in thousands):

Generally, when interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the loan on non-accrual status and will cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring has occurred such that the interest income is deemed to be collectible.

The following table summarizes the cost, fair value, and types of income not recorded in "Interest income" or "Payment-in-kind interest income" on the Consolidated Statements of Operations related to senior secured term loans on non-accrual status asfrom their respective date of Marchnon-accrual 31,through June 30, 2026 and December 31, 2025 (in thousands):

An important measure of our financial performance is "Net increase (decrease) in net assets resulting from operations" on the Consolidated Statements of Operations, which includes "Net investment income," "Net realized gain (loss)" and "Net change in unrealized gain (loss)." "Net investment income" is the difference between our income from interest, dividends, fees and other income and our operating expenses, including interest on borrowed funds. "Net realized gain (loss)" is the difference between the proceeds received from dispositions and the amortized cost of portfolio investments and U.S. Treasury Bills,investments, as well as any realized gain (loss) on forward contracts and foreign currency transactions. "Net change in unrealized gain (loss)" is the net change in the fair value of our investment portfolio and the effect of fluctuations in foreign currency exchange rates on forward contracts and foreign cash held.

Comparison of the Three and Six Months Ended MarchJune 31,30, 2026 and 2025

The following table compares the results of our operations for the three and six months ended MarchJune 31,30, 2026 and 2025 (in thousands):

The basic per share figures noted above are based on weighted averages of 36,134,03742,074,771 and 37,347,42837,103,061 shares outstanding for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and 39,120,815 and 37,224,569 shares outstanding for the six months ended June 30, 2026 and 2025, respectively.

Our investment objective is to maximize our total return to our stockholders primarily through current income on our loan portfolio, and secondarily through capital gaingains on our warrants and other equity positions. We intend to achieve our investment objective by investing in high growth-potential, private companies. We typically invest in senior secured loans that generally fall into two strategies: Sponsored Growth Lending and Non-Sponsored Growth Lending. We generally receive warrants and/or other equity from our investments. We expect our global loan originations will generally range from between $30-$150$10-$150 million, with our allocation being in the range of $20-$45 million.

Investment income for the three months ended MarchJune 31,30, 2026 and 2025, at $29.5$37.0 million and $35.4$35.1 million, respectively, and includes non-recurring income of $1.1$1.3 million and $1.9$1.3 million, respectively. Non-recurring income includes, but is not limited to, acceleration of unaccreted OID and ETP, prepayment fees, and amendment fees.

Operating expenses for the three months ended MarchJune 31,30, 2026 and 2025 were $18.8 million and $19.8$21.2 million, respectively. Operating expenses decreased for the three months ended MarchJune 31,30, 2026 from the three months ended MarchJune 31,30, 2025 primarily due to a decrease in incentive fees and managementsmanagement fees, partially offset by an increase in interest and other debt financing expenses and other expenses. Operating expenses per share for the three months ended MarchJune 31,30, 2026 and 2025 were $0.52$0.45 and $0.53,$0.57, respectively.

IncentiveOperating feesexpenses for the threesix months ended MarchJune 31,30, 2026 and 2025 were $2.6$37.7 million and $3.9$41.0 million, respectively. IncentiveOperating feesexpenses decreased for the threesix months ended MarchJune 31,30, 2026 from the threesix months ended MarchJune 31,30, 2025 primarily due to a decrease in net investment income in the current quarter. For the three months ended March 31, 2026, $1.4 million of the incentive fees wereand payablemanagement fees, partially offset by an increase in cashinterest and aother netdebt $1.2financing million were deferredexpenses and accrued.other Forexpenses. theOperating three months ended March 31, 2025, $3.0 million of the incentive fees were payable in cash and $0.9 million were deferred and accrued. Incentive feesexpenses per share for the threesix months ended MarchJune 31,30, 2026 and 2025 were $0.07$0.96 and $0.10,$1.11, respectively.

Net investment income for the three months ended MarchJune 31,30, 2026 and 2025 was $10.6$18.2 million and $15.6$13.9 million, respectively. Net investment income decreasedincreased for the three months ended MarchJune 31,30, 2026 from the three months ended MarchJune 31,30, 2025 primarily due to aan decreaseincrease in investment income resulting from aan decreaseincrease in the average outstanding principal on interest-earning debt investments, partially offsetaccompanied by decreased performance-based incentive fees and management fees. Net investment income per share for the three months ended MarchJune 31,30, 2026 and 2025 was $0.29$0.43 and $0.42,$0.38, respectively.

Net Realized Gain (Loss) on Investments

The net realized gain on investmentsloss of $1.3$45.3 million for the three months ended MarchJune 31,30, 2026 was primarily attributable to a realized gainloss on our loan investments in Blueshift Labs, Inc. and Marley Spoon SE upon restructuring. These losses were partially offset by a realized gain on the sale of our equity interest position in Pivot3,Eton Pharmaceuticals, Inc. The net realized gain on investmentsloss of $6.1$1.5 million for the three months ended MarchJune 31,30, 2025 was attributable to a realized gain on our investment in Gynesonics, Inc. offset by a realized loss on our senior secured term loan investment in QuantumJobGet Corporation.Holdings, Inc. (fka Snagajob.com, Inc.) upon conversion to equity.

NetThe changenet in unrealizedrealized loss on investments of $46.7$44.0 million for the threesix months ended MarchJune 31,30, 2026 was primarily dueattributable to a decreaserealized in fair valueloss on our loan investments in Blueshift Labs, Inc. and Marley Spoon asSE aupon resultrestructuring. ofThese beinglosses placedwere onpartially non-accrualoffset statusby withinrealized gains upon the quarter, accompanied by a decrease in fair valuesale of our preferredinvestments stockin Eton Pharmaceuticals, Inc. and Pivot3, Inc. The net realized gain of $4.5 million for the six months ended June 30, 2025 was attributable to a realized gain on our investment in Gynesonics, Inc. partially offset by realized losses on our investments in Quantum Corporation and JobGet Holdings, Inc. (fka Snagajob.com, Inc.). Net change in unrealized loss on investments of $19.8 million for the three months ended March 31, 2025 was primarily due to a release of prior unrealized gain on our investment in Gynesonics, Inc. and a decrease in the fair value of our investments in JobGet Holdings, Inc. (fka Snagajob.com, Inc.), Marley Spoon SE, and zSpace, Inc. The decrease in fair value was partially offset by a release of prior unrealized loss on our investment in Quantum Corporation.

We had a net decreaseincrease in net assets resulting from operations of $34.8$27.2 million for the three months ended MarchJune 31,30, 2026, as compared to a net increase in net assets resulting from operations of $1.9$16.8 million for the three months ended MarchJune 31,30, 2025.

During the threesix months ended MarchJune 31,30, 2026 and 2025,2026, we primarily funded our operations from (i) cash receipts from interest, dividend, and fee income from our investment portfolio, (ii) cash proceeds from the realization of portfolio investments through the repayments of debt investments and the sale of debt and equity investments, and (iii) net borrowings under our Credit FacilityFacility, and (iv) net proceeds from the issuance of our December 2029 Notes and our February 2031 NotesNotes, which replaced our April 2026 Notes, December 2027 Notes, and a portion of our July 2027 Notes.

During the threesix months ended MarchJune 31,30, 2026, our operating activities providedused $5.9$188.4 million of cash and cash equivalents, compared to $73.6$73.3 million in cash and cash equivalents provided by operating activities during the threesix months ended MarchJune 31,30, 2025. The $67.6$261.7 million decreaseincrease in cash andused cash equivalents provided byin operating activities was primarily dueattributable to a$143.4 decrease in sales and repaymentsmillion of investments.net cash consideration for the SWK Acquisition which includes acquisition-related transaction costs, as well as higher net portfolio investment activity.

During the threesix months ended MarchJune 31,30, 2026, our financing activities usedprovided $21.8$181.1 million of cash and cash equivalents, compared to $61.0$73.1 million of cash and cash equivalents used in financing activities during the threesix months ended MarchJune 31,30, 2025. The $39.2$254.1 million decreaseincrease in cash and cash equivalents usedprovided inby financing activities was primarily due to decreasedincreased net borrowing activity of $51.3$247.7 million, partially offset by an increase in dividends paid to stockholders.million.

As of MarchJune 31,30, 2026, our net assets totaled $438.2$502.6 million, with a net asset value per share of $12.13.$11.91. We intend to continue to operate in order to generate cash flows from operations, including income earned from investments in our portfolio companies. Our primary use of funds will be investments in portfolio companies and cash distributions to holders of our common stock.

As of MarchJune 31,30, 2026, we had $372.3$210.8 million in available liquidity, including $2.3$10.8 million in cash and cash equivalents, and $370.0$200.0 million available under our Credit Facility, subject to borrowing base capacity. As of MarchJune 31,30, 2026, we had $180.0$350.0 million of secured debt outstanding under our Credit Facility, which is a floating interest rate obligation and $250.5$333.5 million of unsecured debt outstanding under the July 2027 Notes, SWK 2027 Notes, April 2028 Notes, December 2029 Notes and February 2031 Notes, which are all fixed interest rate debt obligations. Refer to "Note 7 – Borrowings" of our consolidated financial statements in Part I, Item 1 of this Form 10-Q and "Recent Developments - Credit Facility" below for additional discussion of our debt obligations.

Pursuant to the 1940 Act, we are permitted to incur borrowings, issue debt securities, or issue preferred stock if, immediately after the borrowings or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock is at least 150%. As of MarchJune 31,30, 2026 and December 31, 2025, our asset coverage ratio was 202%174% and 211%, respectively.

Our significant contractual payment obligations relate to our borrowings and deferred incentive fees. As of MarchJune 31,30, 2026, we had $430.5$683.5 million in debt outstanding, none of which $33.0 million is due within the next year, $327.3$497.3 million is due within one to three years, and $103.3$153.3 million is due beyond three years. As of MarchJune 31,30, 2026, we had $13.4$10.8 million of deferred incentive fees, $4.4$4.7 million of which is due within the next year, $6.3$3.2 million is due within one to three years, and $2.8 million is due beyond three years.

Our unfunded commitments may be significant from time to time. As of MarchJune 31,30, 2026, we had a total of $179.2$146.7 million in unfunded commitments, which was comprised of $156.3$123.9 million to provide debt financing to our portfolio companies and $22.8 million in unfunded commitments to provide equity financing to Runway-Cadma I LLC. Unfunded contractual commitments depend upon a portfolio company reaching certain milestones before the debt commitment is available to the portfolio company, which is expected to affect our funding levels. These commitments are subject to the same underwriting and ongoing portfolio maintenance as the on-balance sheet financial instruments that we hold. From time to time, unfunded contractual commitments may expire without being drawn and thus do not represent future cash requirements. We maintain sufficient liquidity (through cash on hand and available borrowings under the Credit Facility) to fund such unfunded commitments should the need arise. As of MarchJune 31,30, 2026, we had $23.3$6.3 million of available unfunded commitments to portfolio companies that are eligible to be drawn based on achieved milestones and $22.8 million in unfunded capital commitments to Runway-Cadma I LLC. Refer to "Note 8 – Commitments and Contingencies" of our consolidated financial statements in Part I, Item 1 of this Form 10-Q for a summary of unfunded commitments by portfolio company as of MarchJune 31,30, 2026.

On May 7, 2025, our Board of Directors approved a share repurchase program (the "Fourth Repurchase Program"), under which we were authorized to repurchase up to $25.0 million of our outstanding shares of common stock, at management's discretion from time to time in open-market transactions and in accordance with all applicable securities laws and regulations. The Fourth Repurchase Program was scheduled to terminate upon the earlier of (i) May 7, 2026 or (ii) the repurchase of $25.0 million of our shares of common stock and expired in accordance with its terms on May 7, 2026. From the inception of the Fourth Repurchase Program through March 31, 2026, weWe repurchased 1,213,391 shares for an aggregate purchase price of $12.5 million. The Fourth Repurchase Program expired on May 7, 2026.

On May 5, 2026, our Board of Directors approved a share repurchase program (the "NewFifth Repurchase Program"), under which we may repurchase up to $15.0 million of our outstanding shares of common stock. Under the NewFifth Repurchase Program, purchases may be made at management’s discretion from time to time in open-market transactions, in accordance with all applicable securities laws and regulations. If not renewed, the NewFifth Repurchase Program will terminate upon the earlier of (i) May 7, 2027 or (ii) the repurchase of $15.0 million of our outstanding shares of common stock. From the inception of the Fifth Repurchase Program through June 30, 2026, we repurchased 249,169 shares for an aggregate purchase price of $1.4 million.

During the three and six months ended MarchJune 31,30, 2026, we declared and paid dividends in the amount of $11.9$14.0 million and $25.9 million, respectively, of which $11.7$13.8 million wasand $25.5 million, respectively, were distributed in cash, with the remainder distributed in the form of 31,24233,072 sharesand 64,314 shares, respectively, of our common stock purchased by us in the open market and distributed to stockholders pursuant to our dividend reinvestment plan (the "Dividend Reinvestment Plan"). During the three and six months ended MarchJune 31,30, 2025, we declared dividends in the amount of $13.4$13.1 million and $26.5 million, respectively, of which $13.2$12.8 million wasand payable$26.0 million, respectively, were distributed in cash, with the remainder to be distributed in the form of shares60,716 and 60,716 shares, respectively, of our common stock purchased by us in the open market and distributed to stockholders pursuant to our Dividend Reinvestment Plan.

Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models incorporating significant unobservable inputs, such as discounted cash flow models and other similar valuationsvaluation techniques. The valuation of Level 3 assets and liabilities generally requires significant management judgment due to the inability to observe inputs to valuation.

Rule 2a-5 under the 1940 Act established additional requirements for determining the fair value of our investments in good faith for purposes of the 1940 Act. Rule 2a-5 permits boards, in compliance with certain conditions, to designate certain parties to perform fair value determinations, subject to board oversight. Rule 2a-5 also defines when market quotations are "readily available" for purposes of the 1940 Act and the threshold for determining whether a fund must determine the fair value of a security. Rule 31a-4 under the 1940 Act established additional recordkeeping requirements related to fair value determinations. Although we adopted certain revisions to itsour valuation policies and procedures to comply with Rule 2a-5 and Rule 31a-4, the Board of Directors has not elected to designate a valuation designee. See "Note 2 – Summary of Significant Accounting Policies" for additional information on our valuation process and procedures.

The Board of Directors makes fair value determinations on a quarterly basis and any other time when a decision regarding the fair value of the portfolio investments is required. There is no single standard for determining the fair value of investments that do not have an active public market. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. A determination of fair value of investments, particularly those of privately held companies, involves subjective judgments and estimates and depends on the facts and circumstances, including at discrete points in time. In some cases, the fair value of such investments is best expressed as a range of values derived utilizing different methodologies from which a fair value may then be determined. Due to the inherent uncertainty of determining the fair value of portfolio investments that do not have a readily available market value, the fair value of the investments may fluctuate from period to period and/or differ, significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Our investments and secured borrowings are measured at fair value. The carrying amounts of our financial instruments, consisting of cash, investments, receivables, payables and certain other liabilitiesshort-term financial instruments approximate the fair valuesvalue because of such items due to thetheir short-term naturematurities. ofOur theseremaining instruments.borrowings are carried at amortized cost.

We evaluated events subsequent to MarchJune 31,30, 2026 through MayAugust 7,6, 2026. There have been no subsequent events that occurred during such period that would require recognition or disclosure, except as disclosed below.

On MayAugust 5, 2026, our Board of Directors declared a quarterly distribution of $0.33 per share for our stockholders of record as of MayAugust 18,17, 2026, payable on or before JuneAugust 2,31, 2026.

From MarchJuly 31,1, 2026 through MayAugust 7,6, 2026, we funded $44.4$1.9 million in unfunded commitments on existing investments. We also received $17.1 million in debt prepayments.

Retirement and Appointment of CertainCo-Chief OfficersExecutive Officer