Runway Growth Finance Corp. Prices Offering of 7.25% Notes due 2031

Rhea-AI Summary

Runway Growth Finance (Nasdaq: RWAY) priced an underwritten public offering of $100.0 million aggregate principal amount of 7.25% notes due February 3, 2031, with expected net proceeds of approximately $97.0 million. The Notes pay interest quarterly, first payment on March 1, 2026, and may be redeemed on or after February 3, 2028. The company granted a 30-day option to purchase up to an additional $15.0 million of Notes for overallotments. Runway intends to use proceeds to repay outstanding indebtedness, including redeeming its 8.00% notes due 2027 ($51.75M) and its 7.50% notes due 2027 ($80.5M), and for general corporate purposes.

Positive

• Net proceeds approximately $97.0M
• Notes priced at 7.25% interest due Feb 3, 2031
• Refinances ~$132.25M of 2027 notes ($51.75M + $80.5M)
• Overallotment option up to $15.0M

Negative

• $100.0M principal adds long-term debt before redemptions
• Annual cash interest roughly $7.25M on $100M at 7.25%

News Market Reaction – RWAY

+0.44%

+0.44% Session close to close

In the Jan 28 session, RWAY gained 0.44%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement details a $100.0 million underwritten offering of 7.25% notes due 2031, with net p...

Analysis

This announcement details a $100.0 million underwritten offering of 7.25% notes due 2031, with net proceeds of about $97.0 million earmarked to redeem 8.00% and 7.50% 2027 notes and for corporate uses. Historically, offering-related headlines moved the stock roughly 4.38%. Investors may track execution of the refinancing, progress on the SWK merger, insider activity, and how the longer-dated debt affects future earnings metrics and balance-sheet flexibility.

Key Figures

Notes offering size: $100.0 million Net proceeds: $97.0 million Overallotment option: $15.0 million +5 more

8 metrics

Notes offering size $100.0 million Aggregate principal amount of 7.25% Notes due 2031

Net proceeds $97.0 million After underwriting discounts and commissions, before expenses

Overallotment option $15.0 million Additional aggregate principal amount of Notes within 30 days

Coupon rate 7.25% per year Interest rate on new Notes, paid quarterly

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

July 2027 Notes outstanding $80.5 million 7.50% Notes due 2027 outstanding as of Jan 23, 2026

New Notes maturity February 3, 2031 Stated maturity date of 7.25% Notes

Call date February 3, 2028 Earliest optional redemption date for the Notes

Previous Offering Reports

2 past events · Latest: May 09 (Neutral)

Same Type Pattern 2 events

Date	Event	Sentiment	24h Move	Catalyst
May 09	Secondary equity offering	Neutral	-4.4%	Selling stockholder priced 3,750,000-share secondary offering at $11.50 via underwriters.
May 09	Secondary equity announcement	Neutral	-4.4%	Announced 3,750,000-share secondary by selling holder with 30-day overallotment option.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Prior offering-related headlines for RWAY were followed by share declines of about 4.38%, indicating past sensitivity to equity/debt supply events.

Recent Company History

Recent offering-tag history for Runway Growth Finance centers on May 2024, when a selling stockholder executed a secondary offering of 3,750,000 shares at $11.50 per share, with a 30-day option for additional shares managed by major banks. Those announcements, which did not involve new primary shares from the company, coincided with share price moves of about -4.38%. Today’s note issuance adds a new type of capital-raising event to that track record.

Key Terms

underwritten public offering, notes, overallotments, preliminary prospectus supplement

4 terms

underwritten public offering financial

"it has priced an underwritten public offering of $100.0 million aggregate principal"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

notes financial

"public offering of $100.0 million aggregate principal amount of notes due 2031"

Notes are written promises issued by a company or government to borrow money for a defined period, typically paying interest and returning the principal at maturity; they are essentially formal IOUs used to raise short- to medium-term funding. For investors, notes matter because they provide a predictable stream of income and carry credit and timing risk—like lending cash to someone with a set payback date—so their yield, repayment terms and issuer strength determine potential return and safety.

overallotments financial

"option to purchase up to an additional $15.0 million ... to cover overallotments"

An overallotment, often called a "greenshoe" option, is a short-term right given to underwriters of a new stock offering to sell up to about 15% more shares than planned. It matters to investors because it lets underwriters smooth the stock’s post-offering price—if demand falls they buy back extra shares to support the price, and if demand stays strong they exercise the option to supply more shares—reducing abrupt swings like a shock absorber for the market.

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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MENLO PARK, Calif., Jan. 27, 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 priced an underwritten public offering of $100.0 million aggregate principal amount of notes due 2031 (the “Notes”), which will result in net proceeds to the Company of approximately $97.0 million after payment of underwriting discounts and commissions but before deducting expenses payable by the Company related to this offering. The Notes will mature on February 3, 2031 and may be redeemed in whole or in part at any time or from time to time at the Company’s option on or after February 3, 2028. The Notes will be issued in denominations of $25 and integral multiples of $25 in excess thereof and will bear interest at a rate of 7.25% per year, payable quarterly, with the first interest payment occurring on March 1, 2026. In addition, the Company has granted the underwriters a 30-day option to purchase up to an additional $15.0 million aggregate principal amount of Notes to cover overallotments, if any.

The offering is expected to close on February 3, 2026, subject to customary closing conditions. The Company intends to list the Notes on the Nasdaq Global Select Market under the symbol “RWAYI.”

The Company intends to use the net proceeds from this offering to repay outstanding indebtedness, including (i) to redeem all of the Company’s outstanding 8.00% Notes due 2027 (the “December 2027 Notes”), (ii) to redeem all or a portion of the Company’s outstanding 7.50% Notes due 2027 (the “July 2027 Notes”) and (iii) 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. As of January 23, 2026, the Company had $80.5 million of indebtedness outstanding under the July 2027 Notes, which bore interest at a rate of 7.50% as of such date. The July 2027 Notes mature on July 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, 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.

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.

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.

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.

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 Finance (RWAY) announce on January 28, 2026 about new notes?

Runway Growth Finance priced $100.0M of 7.25% notes due Feb 3, 2031, with net proceeds around $97.0M. According to the company, interest is payable quarterly, first payment on March 1, 2026, and notes may be redeemed on or after Feb 3, 2028.

How will RWAY use proceeds from the $100.0M 7.25% notes offering?

The company intends to use net proceeds to repay outstanding indebtedness and for general corporate purposes. According to the company, proceeds will redeem 8.00% notes ($51.75M) and 7.50% notes ($80.5M) due in 2027.

When do the RWAY 7.25% notes mature and when is the offering expected to close?

The new notes mature on February 3, 2031 and the offering is expected to close on February 3, 2026. According to the company, closing is subject to customary conditions and a 30-day overallotment option exists.

Will Runway Growth list the 7.25% notes on an exchange and under what symbol?

Runway intends to list the Notes on the Nasdaq Global Select Market under the symbol RWAYI. According to the company, listing is intended but subject to Nasdaq listing procedures and timing.

How much interest will RWAY pay annually on the $100.0M of new 7.25% notes?

At a 7.25% coupon, annual cash interest on $100.0M principal equals approximately $7.25M. According to the company, interest is payable quarterly, with the first payment on March 1, 2026.