Runway Growth Finance Corp. Commences Offering of Notes

Rhea-AI Summary

Runway Growth Finance (Nasdaq: RWAY) commenced an underwritten offering of unsecured notes on January 26, 2026, with plans to apply to list the Notes on the Nasdaq Global Select Market and, if approved, to begin trading within 30 days of original issue date. The interest rate and final terms will be set at pricing. Net proceeds are intended to repay outstanding indebtedness (including up to $51.75 million of 8.00% notes due December 28, 2027), finance the previously announced acquisition of SWK Holdings, and for general corporate purposes.

Joint book-running managers and co-managers have been engaged, and a preliminary prospectus supplement (dated January 26, 2026) and accompanying prospectus are filed with the SEC.

Positive

• Proceeds targeted to repay $51.75M December 2027 notes
• Proceeds intended to finance SWK Holdings acquisition
• Plans to list Notes on Nasdaq Global Select Market

Negative

• Final interest rate unknown at pricing, creating cost uncertainty
• Offering subject to market and other conditions, not guaranteed
• New unsecured notes could maintain or increase leverage

Key Figures

December 2027 Notes outstanding: $51.75 million Interest rate on December 2027 Notes: 8.00% Maturity of December 2027 Notes: December 28, 2027 +3 more

6 metrics

December 2027 Notes outstanding $51.75 million Indebtedness outstanding under 8.00% Notes due 2027 as of Jan 23, 2026

Interest rate on December 2027 Notes 8.00% Coupon rate on Notes due 2027 as of Jan 23, 2026

Maturity of December 2027 Notes December 28, 2027 Stated maturity date of existing 8.00% Notes

Expected listing period 30 days Company expects Notes to begin trading within 30 days of issue date if approved

Prospectus supplement date January 26, 2026 Date of preliminary prospectus supplement filed with SEC

Base prospectus date March 19, 2025 Date of accompanying prospectus referenced in offering

Market Reality Check

Price: $9.21 Vol: Volume 309,950 is 11% abo...

normal vol

$9.21 Last Close

Volume Volume 309,950 is 11% above the 20-day average of 280,406, indicating slightly elevated interest ahead of the notes offering. normal

Technical Shares at $9.21 are trading below the 200-day MA of $9.92 and about 21.48% below the 52-week high of $11.73.

Peers on Argus

RWAY fell about 1.39% while peers in Asset Management were mixed: several (JRI, ...

RWAY fell about 1.39% while peers in Asset Management were mixed: several (JRI, HIO, HQL) were modestly positive, SCM was flat, and only SOR declined. This points to a stock-specific reaction rather than a broad sector move.

Historical Context

5 past events · Latest: Jan 13 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 13	Portfolio update	Positive	+1.7%	Q4 2025 funding, liquidity events, and SWK acquisition timing update.
Dec 10	Management hire	Positive	+1.0%	Appointment of a new Managing Director to lead growth loan origination.
Nov 06	Earnings results	Positive	+1.9%	Q3 2025 results with strong investment income, NII and portfolio metrics.
Nov 06	Dividend declaration	Positive	-0.7%	Announcement of a <b>$0.33</b> per-share cash dividend for Q4 2025.
Oct 28	Recognition/award	Positive	-2.5%	Inclusion on Inc.’s Founder-Friendly Investors list for the third year.

Pattern Detected

Recent fundamentally oriented updates (earnings, portfolio, strategic items) have more often seen positive price reactions, while recognition/dividend announcements have occasionally coincided with modest pullbacks.

Recent Company History

Over the past few months, Runway Growth Finance has reported portfolio growth, strategic M&A, and shareholder returns. A Q3 2025 update on Nov 6 highlighted investment income of $36.7M, net investment income of $15.7M, and a portfolio fair value of $945.96M, alongside a $0.33 dividend and share repurchases. Subsequent news detailed the planned acquisition of SWK Holdings and a Q4 2025 portfolio update, with generally positive price reactions. Today’s notes offering ties directly into refinancing existing 8.00% 2027 notes and funding the pending SWK acquisition.

Market Pulse Summary

This announcement outlines Runway Growth Finance’s plan to issue unsecured notes, with proceeds earm...

Analysis

This announcement outlines Runway Growth Finance’s plan to issue unsecured notes, with proceeds earmarked to repay $51.75 million of 8.00% notes due December 28, 2027, help finance the SWK Holdings acquisition, and fund general corporate purposes. The notes’ interest rate and final terms will be set at pricing, and listing on the Nasdaq Global Select Market is subject to approval. Investors watching this story may focus on the pricing of the new notes, resulting leverage metrics, and progress toward closing the SWK transaction.

Key Terms

unsecured notes, underwritten offering, nasdaq global select market, preliminary prospectus supplement, +2 more

6 terms

unsecured notes financial

"announced that it has commenced an underwritten offering of unsecured notes"

Unsecured notes are loans a company issues to investors that are backed only by the issuer’s promise to pay, not by specific assets like buildings or equipment. Like an IOU without collateral, they usually pay interest but rank below secured creditors if the company fails, so they carry higher risk and often offer higher yields; investors watch them for credit strength, interest payments and recovery prospects in a default.

underwritten offering financial

"announced that it has commenced an underwritten offering of unsecured notes"

An underwritten offering is when a bank or group of banks agrees to buy all of a company's new shares or bonds and then resell them to outside investors, guaranteeing the company will raise a specific amount of money. It matters to investors because it adds certainty that the funding will close while increasing the number of shares or debt in the market, which can lower the price per share and change each existing owner's ownership percentage—think of a wholesaler buying an entire shipment from a maker before it reaches stores.

nasdaq global select market financial

"applied for the Notes to be listed and trade on the Nasdaq Global Select Market"

A Nasdaq Global Select Market listing is the highest tier of stocks on the Nasdaq exchange, reserved for companies that meet the strictest financial, reporting and governance standards. For investors, it acts like a premium quality label—signaling larger, more transparent and better-governed companies that tend to offer greater liquidity and lower perceived risk compared with lower-tier listings, making it easier to buy, sell and evaluate shares.

preliminary prospectus supplement regulatory

"The preliminary prospectus supplement, dated January 26, 2026, and accompanying prospectus"

A preliminary prospectus supplement is an initial document that provides important details about a new stock or bond offering before it is finalized. It helps investors understand what is being sold and why, so they can decide whether to invest. Think of it as a preview before the full sales brochure is ready.

prospectus regulatory

"preliminary prospectus supplement, dated January 26, 2026, and accompanying prospectus"

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

shelf registration statement regulatory

"A shelf registration statement relating to these securities is on file"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

AI-generated analysis. Not financial advice.

MENLO PARK, Calif., Jan. 26, 2026 (GLOBE NEWSWIRE) -- Runway Growth Finance Corp. (“Runway Growth” or the “Company”) (Nasdaq: RWAY), a leading provider of flexible capital solutions to late and growth-stage companies seeking an alternative to raising equity, today announced that it has commenced an underwritten offering of unsecured notes (the “Notes”), subject to market and other conditions. The Company has applied for the Notes to be listed and trade on the Nasdaq Global Select Market. If approved for listing, the Company expects the Notes to begin trading within 30 days from the original issue date. The interest rate and other terms of the Notes will be determined at the time of pricing of the offering.

The Company intends to use the net proceeds from this offering to repay outstanding indebtedness, including to redeem all or a portion of the Company’s outstanding 8.00% Notes due 2027 (the “December 2027 Notes”), to finance the Company’s previously announced acquisition of SWK Holdings Corporation, and for general corporate purposes. As of January 23, 2026, the Company had $51.75 million of indebtedness outstanding under the December 2027 Notes, which bore interest at a rate of 8.00% as of such date. The December 2027 Notes mature on December 28, 2027.

Oppenheimer & Co. Inc., B. Riley Securities, Inc., Lucid Capital Markets, LLC, and BC Partners Securities, LLC are acting as joint book-running managers of this offering. InspereX LLC and William Blair & Company L.L.C. are acting as co-managers of this offering.

Investors are advised to carefully consider the investment objective, risks and charges and expenses of the Company before investing. The preliminary prospectus supplement, dated January 26, 2026, and accompanying prospectus, dated March 19, 2025, each of which has been filed with the Securities and Exchange Commission (the “SEC”), contain a description of these matters and other important information about the Company and should be read carefully before investing.

The information in the preliminary prospectus supplement, the accompanying prospectus and this press release is not complete and may be changed. This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities in this offering or any other securities nor will there be any sale of these securities or any other securities referred to in this press release in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state or jurisdiction.

A shelf registration statement relating to these securities is on file with and has been declared effective by the SEC. The offering may be made only by means of a preliminary prospectus supplement and an accompanying prospectus, copies of which may be obtained from Oppenheimer & Co. Inc., 85 Broad Street, 23^rd Floor, New York, NY 10004 or by calling (800) 966 1559; copies may also be obtained by visiting EDGAR on the SEC’s website at http://www.sec.gov.

About Runway Growth Finance Corp.

Runway Growth is a specialty finance company focused on providing flexible capital solutions to late- and growth-stage companies seeking an alternative to raising equity. Runway Growth is a closed-end investment fund that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. Runway Growth is externally managed by Runway Growth Capital LLC, an affiliate of BC Partners Advisors L.P., and led by industry veteran David Spreng. For more information, please visit www.runwaygrowth.com.

Forward-Looking Statements

Statements included herein may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Statements other than statements of historical facts included in this press release may constitute forward-looking statements, including statements regarding our intentions related to the offering discussed in this press release and the use of proceeds from the offering, and are not guarantees of future performance, condition or results and involve a number of risks and uncertainties. Actual results may differ materially from those in forward-looking statements as a result of a number of factors, including those described from time to time in Runway Growth’s filings with the SEC. Runway Growth undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this press release.

Important Disclosures

Strategies described involve special risks that should be evaluated carefully before a decision is made to invest. Not all of the risks and other significant aspects of these strategies are discussed herein. Please see a more detailed discussion of these risk factors and other related risks in the Company’s most recent annual report on Form 10-K in the section entitled “Risk Factors,” and in the Company's quarterly report on Form 10-Q for the quarter ended September 30, 2025, which may be obtained on the Company’s website, www.runwaygrowth.com, or the SEC’s website, www.sec.gov.

IR Contacts:

Taylor Donahue, Prosek Partners, rway@prosek.com

Thomas B. Raterman, Chief Financial Officer and Chief Operating Officer, tr@runwaygrowth.com

FAQ

What did Runway Growth (RWAY) announce on January 26, 2026 about issuing notes?

Runway Growth commenced an underwritten offering of unsecured notes and applied to list them on the Nasdaq Global Select Market.

How will the RWAY offering affect the company's December 2027 8.00% notes?

Net proceeds are intended to repay outstanding indebtedness, including the $51.75 million December 28, 2027 notes.

Will the RWAY notes begin trading immediately after issuance?

If Nasdaq listing is approved, the company expects the notes to begin trading within 30 days of the original issue date.

What are the intended uses of proceeds from the RWAY note offering?

To repay indebtedness (including December 2027 notes), finance the SWK Holdings acquisition, and for general corporate purposes.

Are the interest rate and terms for RWAY's notes finalized?

No; the interest rate and other terms will be determined at the time of pricing and are currently unset.