RWAY

8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 07, 2026

Runway Growth Finance Corp.

(Exact name of Registrant as Specified in Its Charter)

Maryland

814-01180

47-5049745

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

205 N. Michigan Ave.

Suite 4200

Chicago, Illinois

60601

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (312) 698-6902

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

RWAY

Nasdaq Global Select Market

7.50% Notes due 2027

RWAYL

Nasdaq Global Select Market

7.25% Notes due 2031

RWAYI

Nasdaq Global Select Market

9.00% Notes due 2027

SWKHL

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition. On May 7, 2026, Runway Growth Finance Corp. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2026. The text of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information set forth under this Item 2.02, including the information set forth in Exhibit 99.1 hereto, is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise. The information set forth under this Item 2.02, including Exhibit 99.1, shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number

Description

99.1

Press Release, dated May 7, 2026.

104

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Runway Growth Finance Corp.

Date:

May 7, 2026

By:

/s/ Thomas B. Raterman

Chief Operating Officer, Chief Financial Officer, Treasurer, and Secretary

EX-99.1

2 rway-ex99_1.htm

EX-99.1

EX-99.1

Runway Growth Finance Corp. Reports Fourth Quarter and Fiscal Year 2025 Financial Results Delivered Total and Net Investment Income of $30.0 million and $11.6 million, Respectively

Investment Portfolio of $927.4 million

Conference Call Today, Thursday, March 12, 2026 at 5:00 p.m. ET

MENLO PARK, Calif., March 12, 2026—Runway Growth Finance Corp. (Nasdaq: RWAY) (“Runway Growth” or the “Company”), a leading provider of flexible capital solutions to late- and growth-stage companies seeking an alternative to raising equity, today announced its financial results for the fourth quarter and fiscal year ended December 31, 2025.

Fourth Quarter 2025 Highlights

• Total investment income of $30.0 million

• Net investment income of $11.6 million, or $0.32 per share

• Net asset value of $485.0 million, or $13.42 per share

• Dollar-weighted annualized yield on debt investments of 14.2%

• Seven investments completed in new and existing portfolio companies, representing $42.9 million in funded investments

• Aggregate proceeds of $75.6 million in principal prepayments, $2.2 million from scheduled amortizations, and $0.3 million in sale proceeds from equity

Fiscal Year 2025 Highlights

• Total investment portfolio of $927.4 million at fair value

• Total investment income of $137.3 million

• Net investment income of $56.9 million, or $1.55 per share

• Net asset value of $485.0 million, or $13.42 per share

• Total investment fundings of $261.6 million: $86.4 million in seven new portfolio companies, $168.5 million in ten existing portfolio companies, and $6.7 million in Runway-Cadma I LLC

• Aggregate proceeds of $383.5 million in principal prepayments and $11.6 million from scheduled amortizations, and $38.6 million in sale proceeds from equity

• Low credit loss ratio of an average 10 basis points per year on a gross basis and an average 7 basis points per year on a net (debt and equity) basis, based on cumulative commitments since inception

First Quarter 2026 Distributions

• Declared first quarter 2026 dividend of $0.33 per share

“In 2025, Runway Growth leveraged the resources and scale of the BC Partners Credit platform to drive origination volume and optimize our portfolio,” said David Spreng, Founder and CEO of Runway Growth. “Despite ongoing macroeconomic volatility, our disciplined focus on first-lien investments in economically resilient businesses, has positioned us to perform. We are excited about the anticipated closing of our proposed acquisition of SWK holdings, which will expand our exposure and capabilities in healthcare and life sciences as we continue to diversify. Looking at the year ahead, we are encouraged by our pipeline and will continue to deploy capital thoughtfully as we utilize our enhanced origination channels.”

Fourth Quarter 2025 Operating Results

Total investment income for the quarter ended December 31, 2025 was $30.0 million, compared to $33.8 million for the quarter ended December 31, 2024.

The Company's dollar-weighted annualized yield on average debt investments for the quarter ended December 31, 2025 was 14.2%. The Company calculates the yield on dollar-weighted debt investments for any period measured as (1) total investment-related income during the period divided by (2) the daily average of the fair value of debt investments, including investments on non-accrual status, outstanding during the period.

Total operating expenses for the quarter ended December 31, 2025 were $18.4 million, compared to $19.2 million for the quarter ended December 31, 2024.

Net investment income for the quarter ended December 31, 2025 was $11.6 million, or $0.32 per share, compared to $14.6 million, or $0.39 per share, for the quarter ended December 31, 2024.

Net realized loss on investments was $0.4 million for the quarter ended December 31, 2025, compared to a net realized loss of $2.9 million for the quarter ended December 31, 2024.

For the quarter ended December 31, 2025, net change in unrealized loss on investments was $3.9 million, compared to a net change in unrealized gain on investments of $16.5 million for the quarter ended December 31, 2024.

For the quarter ended December 31, 2025, our net increase in net assets resulting from operations was $7.4 million, or $0.20 per share, compared to a net increase in net assets resulting from operations of $28.2 million, or $0.75 per share, for the quarter ended December 31, 2024.

Portfolio and Investment Activity

As of December 31, 2025, Runway Growth’s investment portfolio had an aggregate fair value of $927.4 million in 56 companies, comprising $860.3 million in loans, 99.3% of which are senior secured loans, and $67.1 million in warrants and other equity-related investments.

During the fourth quarter of 2025, Runway Growth funded three investments in new portfolio companies, four investments in existing portfolio companies, representing $42.9 million in gross funded investments, which net o