Runway Growth Finance net asset value falls to $11.94 a share
Nine-month operations recorded a $3.080 million net increase alongside $41.618 million in net realized and unrealized losses.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Runway Growth Finance Corp. (RWAY) reported third-quarter 2026 total investment income of $40.564 million, compared with $36.747 million a year earlier. Net investment income was $15.883 million versus $15.736 million, while the net increase in net assets resulting from operations was $10.704 million versus $8.019 million. At September 30, 2026, investments had a fair value of $1,061.530 million.
For the first nine months of 2026, the net increase in net assets resulting from operations was $3.080 million, compared with $26.682 million in 2025; that period included net realized and unrealized losses of $41.618 million versus $18.601 million. Net asset value per share was $11.94 at September 30, versus $13.42 at December 31, 2025. Operating activities used $38.170 million of cash. Cash-flow data lists $143.408 million for cash consideration for the SWK acquisition and transaction expenses, net of cash received. Total debt, net, was $540.951 million at September 30, compared with $435.337 million at December 31, 2025.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointThird-quarter operations: $10.704 million net increase, versus $8.019 million in 2025.
Negative
- Moderate pointNine-month operating results: $3.080 million net increase, versus $26.682 million in 2025.
- Moderate pointOperating cash flow: $38.170 million used, versus $165.680 million provided in 2025.
Filing Explained
At September 30, 2026, 41,446,340 shares were outstanding after nine-month issuance, reducing the ownership fraction of holders whose share counts stayed fixed.
Form 10-Q is an unaudited quarterly report providing interim financial statements and updates on risks and liquidity. For the nine months ended
During the same nine-month period, financing cash flows recorded proceeds of
Key Figures
Key Terms
Net asset value per share financial
Payment-in-kind interest financial
Deferred financing costs financial
Secured borrowings financial
Incentive fees financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How did RWAY finance its activities in the first nine months of 2026?
How did RWAY's investment purchases compare with sales or repayments?
AI-generated analysis. How Rhea-AI works. Not financial advice.
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One) |
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number:
(Exact name of registrant as specified in its charter)
(State of incorporation) |
(I.R.S. Employer Identification No.) |
|
|
(Address of principal executive offices) |
(Zip Code) |
(
(Registrant's telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. Refer to the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b‑2 of the Exchange Act.
Large accelerated filer ☐ |
|
Non-accelerated filer ☐ |
Smaller reporting company |
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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes ☐ No
The issuer had
Table of Contents
RUNWAY GROWTH FINANCE CORP.
FORM 10‑Q FOR THE QUARTER ENDED SEPTEMBER 30, 2026
Table of Contents
|
|
INDEX |
|
PAGE |
|
|
|
|
|
PART I. |
|
FINANCIAL INFORMATION |
|
|
|
|
|
|
|
Item 1. |
|
Consolidated Financial Statements |
|
1 |
|
|
|
|
|
|
|
Consolidated Statements of Assets and Liabilities as of September 30, 2026 (unaudited) and December 31, 2025 |
|
1 |
|
|
|
|
|
|
|
Consolidated Statements of Operations for the three and nine months ended September 30, 2026 and 2025 (unaudited) |
|
2 |
|
|
|
|
|
|
|
Consolidated Statements of Changes in Net Assets for the three and nine months ended September 30, 2026 and 2025 (unaudited) |
|
3 |
|
|
|
|
|
|
|
Consolidated Statements of Cash Flows for the nine months ended September 30, 2026 and 2025 (unaudited) |
|
4 |
|
|
|
|
|
|
|
Consolidated Schedule of Investments as of September 30, 2026 (unaudited) |
|
5 |
|
|
|
|
|
|
|
Consolidated Schedule of Investments as of December 31, 2025 |
|
15 |
|
|
|
|
|
|
|
Notes to Consolidated Financial Statements (unaudited) |
|
23 |
|
|
|
|
|
Item 2. |
|
Management's Discussion and Analysis of Financial Condition and Results of Operations |
|
67 |
|
|
|
|
|
Item 3. |
|
Quantitative and Qualitative Disclosures About Market Risk |
|
82 |
|
|
|
|
|
Item 4. |
|
Controls and Procedures |
|
83 |
|
|
|
|
|
PART II. |
|
OTHER INFORMATION |
|
84 |
|
|
|
|
|
Item 1. |
|
Legal Proceedings |
|
84 |
|
|
|
|
|
Item 1A. |
|
Risk Factors |
|
84 |
|
|
|
|
|
Item 2. |
|
Unregistered Sales of Equity Securities and Use of Proceeds |
|
84 |
|
|
|
|
|
Item 3. |
|
Defaults Upon Senior Securities |
|
85 |
|
|
|
|
|
Item 4. |
|
Mine Safety Disclosures |
|
85 |
|
|
|
|
|
Item 5. |
|
Other Information |
|
85 |
|
|
|
|
|
Item 6. |
|
Exhibits |
|
86 |
|
|
|
|
|
SIGNATURES |
|
87 |
||
Table of Contents
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
RUNWAY GROWTH FINANCE CORP.
Consolidated Statements of Assets and Liabilities
(In thousands, except share and per share data)
|
|
September 30, 2026 |
|
|
December 31, 2025 |
|
||||
|
|
(Unaudited) |
|
|
|
|
|
|||
Assets |
|
|
|
|
|
|
|
|
||
Investments at fair value: |
|
|
|
|
|
|
|
|
||
Non-control/non-affiliate investments at fair value (cost of $ |
|
$ |
|
|
|
$ |
|
|
||
Affiliate investments at fair value (cost of $ |
|
|
|
|
|
|
|
|
||
Control investments at fair value (cost of $ |
|
|
|
|
|
|
|
|
||
Total investments at fair value (cost of $ |
|
|
|
|
|
|
|
|
||
Cash and cash equivalents |
|
|
|
|
|
|
|
|
||
Interest and fees receivable |
|
|
|
|
|
|
|
|
||
Deferred financing costs on credit facility |
|
|
|
|
|
|
|
|
||
Other assets |
|
|
|
|
|
|
|
|
||
Total assets |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Liabilities |
|
|
|
|
|
|
|
|
||
Debt: |
|
|
|
|
|
|
|
|
||
Credit facility |
|
|
|
|
|
|
|
|
||
2026 Notes |
|
|
|
|
|
|
|
|
||
2027 Notes |
|
|
|
|
|
|
|
|
||
2028 Notes |
|
|
|
|
|
|
|
|
||
2029 Notes |
|
|
|
|
|
|
|
|
||
2031 Notes |
|
|
|
|
|
|
|
|
||
Deferred financing costs, net |
|
|
|
( |
) |
|
|
|
( |
) |
Total debt, net |
|
|
|
|
|
|
|
|
||
Incentive fees payable |
|
|
|
|
|
|
|
|
||
Interest payable |
|
|
|
|
|
|
|
|
||
Foreign currency forward contracts |
|
|
|
|
|
|
|
|
||
Secured borrowings |
|
|
|
|
|
|
|
|
||
Accrued expenses and other liabilities |
|
|
|
|
|
|
|
|
||
Total liabilities |
|
|
|
|
|
|
|
|
||
Commitments, Contingencies, and Off-Balance Sheet Arrangements (Note 8) |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Net assets |
|
|
|
|
|
|
|
|
||
Common stock, par value |
|
|
|
|
|
|
|
|
||
Additional paid-in capital |
|
|
|
|
|
|
|
|
||
Accumulated undistributed (overdistributed) earnings |
|
|
|
( |
) |
|
|
|
( |
) |
Total net assets |
|
$ |
|
|
|
$ |
|
|
||
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|||
Net asset value per share |
|
$ |
|
|
|
$ |
|
|
||
See notes to consolidated financial statements.
1
Table of Contents
RUNWAY GROWTH FINANCE CORP.
Consolidated Statements of Operations
(Unaudited)
(In thousands, except share and per share data)
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||||||
Investment income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
From non-control/non-affiliate investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
||||
Payment-in-kind interest income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Dividend income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fee income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
From affiliate investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fee income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
From control investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total investment income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Management fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Incentive fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest and other debt financing expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Professional fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Administration agreement expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Insurance expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Tax expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net investment income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net realized and net change in unrealized gain (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net realized gain (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-control/non-affiliate investments |
|
|
|
|
|
|
|
( |
) |
|
|
|
( |
) |
|
|
|
( |
) |
|
Affiliate investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Control investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net realized gain (loss) on investments |
|
|
|
|
|
|
|
( |
) |
|
|
|
( |
) |
|
|
|
|
||
Net realized gain (loss) on forward contracts and foreign currency transactions |
|
|
|
( |
) |
|
|
|
( |
) |
|
|
|
( |
) |
|
|
|
( |
) |
Net realized gain (loss) |
|
|
|
|
|
|
|
( |
) |
|
|
|
( |
) |
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net change in unrealized gain (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-control/non-affiliate investments |
|
|
|
( |
) |
|
|
|
( |
) |
|
|
|
|
|
|
|
( |
) |
|
Affiliate investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Control investments |
|
|
|
( |
) |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
||
Net change in unrealized gain (loss) on investments |
|
|
|
( |
) |
|
|
|
( |
) |
|
|
|
|
|
|
|
( |
) |
|
Net change in unrealized gain (loss) on forward contracts and foreign currency transactions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Net change in unrealized gain (loss) on secured borrowings |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|||
Net change in unrealized gain (loss) |
|
|
|
( |
) |
|
|
|
( |
) |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net realized and unrealized gain (loss) |
|
|
|
( |
) |
|
|
|
( |
) |
|
|
|
( |
) |
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net increase (decrease) in net assets resulting from operations |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net increase (decrease) in net assets resulting from operations per common share (basic and diluted) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
||||
Weighted average shares outstanding (basic and diluted) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
See notes to consolidated financial statements.
2
Table of Contents
RUNWAY GROWTH FINANCE CORP.
Consolidated Statements of Changes in Net Assets
(Unaudited)
(In thousands, except share data)
|
|
|
Common Stock |
|
|
Additional |
|
|
Accumulated Undistributed |
|
|
|
|
|
|||||||||||
For the Three Months Ended September 30, 2026 |
|
Outstanding Shares ⁽¹⁾ |
|
|
Par Value |
|
|
Paid-in Capital |
|
|
(Overdistributed) earnings |
|
|
Total Net Assets |
|
||||||||||
Balances at June 30, 2026 |
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
( |
) |
|
$ |
|
|
|||||
Net investment income |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|||
Net realized gain (loss) |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|||
Net change in unrealized gain (loss) |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
( |
) |
|
|
|
( |
) |
|
Issuance of common stock |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
Deemed contributions |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
Repurchase of common stock |
|
|
( |
) |
|
|
|
( |
) |
|
|
|
( |
) |
|
|
|
- |
|
|
|
|
( |
) |
|
Dividends paid to stockholders |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
( |
) |
|
|
|
( |
) |
|
Tax reclassification |
|
|
- |
|
|
|
|
- |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
- |
|
||
Balances at September 30, 2026 |
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
( |
) |
|
$ |
|
|
|||||
|
|
|
Common Stock |
|
|
Additional |
|
|
Accumulated Undistributed |
|
|
|
|
|
|||||||||||
For the Nine Months Ended September 30, 2026 |
|
Outstanding Shares ⁽¹⁾ |
|
|
Par Value |
|
|
Paid-in Capital |
|
|
(Overdistributed) earnings |
|
|
Total Net Assets |
|
||||||||||
Balances at December 31, 2025 |
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
( |
) |
|
$ |
|
|
|||||
Net investment income |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|||
Net realized gain (loss) |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
( |
) |
|
|
|
( |
) |
|
Net change in unrealized gain (loss) |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|||
Issuance of common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|||||
Deemed contributions |
|
|
- |
|
|
|
|
- |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|||
Repurchase of common stock |
|
|
( |
) |
|
|
|
( |
) |
|
|
|
( |
) |
|
|
|
- |
|
|
|
|
( |
) |
|
Dividends paid to stockholders |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
( |
) |
|
|
|
( |
) |
|
Tax reclassification |
|
|
- |
|
|
|
|
- |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
- |
|
||
Balances at September 30, 2026 |
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
( |
) |
|
$ |
|
|
|||||
|
|
|
Common Stock |
|
|
Additional |
|
|
Accumulated Undistributed |
|
|
|
|
|
|||||||||||
For the Three Months Ended September 30, 2025 |
|
Outstanding Shares ⁽¹⁾ |
|
|
Par Value |
|
|
Paid-in Capital |
|
|
(Overdistributed) earnings |
|
|
Total Net Assets |
|
||||||||||
Balances at June 30, 2025 |
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
( |
) |
|
$ |
|
|
|||||
Net investment income |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|||
Net realized gain (loss) |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
( |
) |
|
|
|
( |
) |
|
Net change in unrealized gain (loss) |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
( |
) |
|
|
|
( |
) |
|
Repurchase of common stock |
|
|
( |
) |
|
|
|
( |
) |
|
|
|
( |
) |
|
|
|
- |
|
|
|
|
( |
) |
|
Dividends paid to stockholders |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
( |
) |
|
|
|
( |
) |
|
Balances at September 30, 2025 |
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
( |
) |
|
$ |
|
|
|||||
|
|
|
Common Stock |
|
|
Additional |
|
|
Accumulated Undistributed |
|
|
|
|
|
|||||||||||
For the Nine Months Ended September 30, 2025 |
|
Outstanding Shares ⁽¹⁾ |
|
|
Par Value |
|
|
Paid-in Capital |
|
|
(Overdistributed) earnings |
|
|
Total Net Assets |
|
||||||||||
Balances at December 31, 2024 |
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
( |
) |
|
$ |
|
|
|||||
Net investment income |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|||
Net realized gain (loss) |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|||
Net change in unrealized gain (loss) |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
( |
) |
|
|
|
( |
) |
|
Repurchase of common stock |
|
|
( |
) |
|
|
|
( |
) |
|
|
|
( |
) |
|
|
|
- |
|
|
|
|
( |
) |
|
Dividends paid to stockholders |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
( |
) |
|
|
|
( |
) |
|
Balances at September 30, 2025 |
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
( |
) |
|
$ |
|
|
|||||
See notes to consolidated financial statements.
3
Table of Contents
RUNWAY GROWTH FINANCE CORP.
Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
|
|
For the Nine Months Ended September 30, |
|
|||||||
|
|
2026 |
|
|
2025 |
|
||||
Cash flows from operating activities |
|
|
|
|
|
|
|
|
||
Net increase (decrease) in net assets resulting from operations |
|
$ |
|
|
|
$ |
|
|
||
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by (used in) operating activities: |
|
|
|
|
|
|
|
|
||
Purchases of investments |
|
|
|
( |
) |
|
|
|
( |
) |
Cash consideration for acquisition of SWK and transaction expenses, net of cash received (1) |
|
|
|
( |
) |
|
|
|
- |
|
Payment-in-kind interest |
|
|
|
( |
) |
|
|
|
( |
) |
Sales or repayments of investments |
|
|
|
|
|
|
|
|
||
Payments for derivative contracts |
|
|
|
( |
) |
|
|
|
( |
) |
Proceeds from derivative contracts |
|
|
|
|
|
|
|
|
||
Net realized (gain) loss on investments |
|
|
|
|
|
|
|
( |
) |
|
Net realized (gain) loss on forward contracts and foreign currency transactions |
|
|
|
|
|
|
|
|
||
Net change in unrealized (gain) loss on investments |
|
|
|
( |
) |
|
|
|
|
|
Net change in unrealized (gain) loss on forward contracts and foreign currency transactions |
|
|
|
( |
) |
|
|
|
|
|
Net change in unrealized (gain) loss on secured borrowings |
|
|
|
|
|
|
|
- |
|
|
Amortization of fixed income premiums or accretion of discounts and end-of-term payments |
|
|
|
( |
) |
|
|
|
( |
) |
Amortization of discount on secured borrowings |
|
|
|
|
|
|
|
- |
|
|
Amortization of deferred financing costs |
|
|
|
|
|
|
|
|
||
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
||
(Increase) decrease in interest and fees receivable |
|
|
|
|
|
|
|
|
||
(Increase) decrease in other assets |
|
|
|
|
|
|
|
( |
) |
|
Increase (decrease) in incentive fees payable |
|
|
|
|
|
|
|
|
||
Increase (decrease) in interest payable |
|
|
|
|
|
|
|
|
||
Increase (decrease) in accrued expenses and other liabilities |
|
|
|
|
|
|
|
|
||
Net cash provided by (used in) operating activities |
|
|
|
( |
) |
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
||
Payments of deferred financing costs |
|
|
|
( |
) |
|
|
|
( |
) |
Borrowings under credit facility |
|
|
|
|
|
|
|
|
||
Repayments under credit facility |
|
|
|
( |
) |
|
|
|
( |
) |
Proceeds from 2028 Notes |
|
|
|
|
|
|
|
|
||
Proceeds from 2029 Notes |
|
|
|
|
|
|
|
|
||
Proceeds from 2031 Notes |
|
|
|
|
|
|
|
|
||
Repayments of 2026 Notes |
|
|
|
( |
) |
|
|
|
( |
) |
Repayments of 2027 Notes |
|
|
|
( |
) |
|
|
|
( |
) |
Repurchase of common stock |
|
|
|
( |
) |
|
|
|
( |
) |
Dividends paid to stockholders |
|
|
|
( |
) |
|
|
|
( |
) |
Net cash provided by (used in) financing activities |
|
|
|
|
|
|
|
( |
) |
|
Effect of foreign currency exchange rates |
|
|
|
( |
) |
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
|
( |
) |
|
|
|
|
|
Cash and cash equivalents at beginning of period |
|
|
|
|
|
|
|
|
||
Cash and cash equivalents at end of period |
|
$ |
|
|
|
$ |
|
|
||
Supplemental and non-cash financing cash flow information: |
|
|
|
|
|
|
|
|
||
Taxes paid |
|
$ |
|
|
|
$ |
|
|
||
Interest paid |
|
$ |
|
|
|
$ |
|
|
||
|
|
|
|
|
|
|
|
|
||
SWK Acquisition (1) |
|
|
|
|
|
|
|
|
||
Non-cash assets acquired |
|
|
|
|
|
|
|
|
||
Investments at cost |
|
$ |
|
|
|
$ |
|
- |
|
|
Interest receivable |
|
|
|
|
|
|
|
- |
|
|
Other assets |
|
|
|
|
|
|
|
- |
|
|
Total non-cash assets acquired |
|
|
|
|
|
|
|
- |
|
|
Non-cash liabilities assumed |
|
|
|
|
|
|
|
|
||
SWK 2027 Notes |
|
|
|
|
|
|
|
- |
|
|
Accrued expenses and other liabilities |
|
|
|
|
|
|
|
- |
|
|
Total non-cash liabilities assumed |
|
|
|
|
|
|
|
- |
|
|
Net assets acquired at cost |
|
$ |
|
|
|
$ |
|
- |
|
|
Consideration for SWK Acquisition |
|
|
|
|
|
|
|
|
||
Cash consideration for SWK Acquisition |
|
|
|
|
|
|
|
- |
|
|
Cash assets acquired |
|
|
|
( |
) |
|
|
|
- |
|
Transaction costs |
|
|
|
|
|
|
|
- |
|
|
Non-cash issuance of shares in connection with the SWK Acquisition |
|
|
|
|
|
|
|
- |
|
|
Non-cash deemed contributions received in connection with the SWK Acquisition |
|
|
|
|
|
|
|
- |
|
|
Total consideration for SWK Acquisition, net of cash received |
|
$ |
|
|
|
$ |
|
- |
|
|
See notes to consolidated financial statements.
4
Table of Contents
RUNWAY GROWTH FINANCE CORP.
Consolidated Schedule of Investments (Unaudited)
September 30, 2026
(In thousands, except share data)
Portfolio Company |
|
Investment Type |
|
Investment |
|
Initial Acquisition Date |
|
Maturity Date |
|
Principal ($) / |
|
|
Cost ($) |
|
|
Fair |
|
|
Footnotes |
|||||||
Non-Control/Non-Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Debt Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Application Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Airship Group, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (12) (13) |
|||||
|
|
BlueConic Holding, Inc. (fka Blueshift Labs, Inc.) |
|
Second Lien |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (14) |
||||||
|
|
CarNow, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12) (13) |
|||||
|
|
Piano Software, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (12) (13) |
|||||
|
|
VTX Intermediate Holdings, Inc. (dba VertexOne) |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12) (13) (28) |
|||||
|
|
VTX Intermediate Holdings, Inc. (dba VertexOne) |
|
Second Lien |
|
FIXED |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (12) (19) (28) |
|||||
|
|
Zinnia Corporate Holdings, LLC |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Total Application Software - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Commercial & Professional Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Bombora, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (12) (13) |
|||||
|
|
Elevate Services, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12) (13) |
|||||
|
|
Swing Education, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12) (13) |
|||||
|
|
Swing Education, Inc. (Revolver) |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
- |
|
|
|
|
( |
) |
|
|
|
- |
|
|
(13) (26) |
||
|
|
Total Commercial & Professional Services - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Consumer Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Buzz Finco, LLC (dba Bumble) |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10) (15) |
|||||
|
|
FINN GmbH |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6) (10) (13) |
|||||
|
|
Total Consumer Services - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Consumer Staples Distribution & Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Marley Spoon SE (Bridge Loan) |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6) (10) (11) (15) (18) (22) (28) |
|||||
|
|
Marley Spoon SE |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6) (10) (11) (12) (15) (22) |
|||||
|
|
Marley Spoon SE |
|
Subordinated Debt - Senior Tranche Term Loan |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6) (10) (11) (12) (15) (18) (22) (27) |
|||||
|
|
Marley Spoon SE |
|
Subordinated Debt - Junior Tranche Term Loan |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6) (10) (11) (12) (15) (22) (27) |
|||||
|
|
Total Consumer Staples Distribution & Retail - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
See notes to consolidated financial statements.
5
Table of Contents
RUNWAY GROWTH FINANCE CORP.
Consolidated Schedule of Investments (Unaudited) – (continued)
September 30, 2026
(In thousands, except share data)
Portfolio Company |
|
Investment Type |
|
Investment |
|
Initial Acquisition Date |
|
Maturity Date |
|
Principal ($) / |
|
|
Cost ($) |
|
|
Fair |
|
|
Footnotes |
|||||||
Non-Control/Non-Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Debt Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Financial Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Autobooks, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12) (13) |
|||||
|
|
Hurricane Cleanco Limited |
|
Senior Secured |
|
FIXED |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5) (10) (11) (18) |
|||||
|
|
Under Technologies, Inc. (dba Rho) |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12) (13) |
|||||
|
|
Vesta Payment Solutions, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12) (28) |
|||||
|
|
Total Financial Services - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Health Care Equipment & Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Biotricity, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12) (15) |
|||||
|
|
EBR Systems, Inc. |
|
Senior Secured |
|
PRIME+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12) (13) (15) |
|||||
|
|
HR Pharmaceuticals, LLC |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12) (13) |
|||||
|
|
HR Pharmaceuticals, LLC (Revolver) |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
ImpediMed, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9) (10) (12) (15) |
|||||
|
|
MedMinder Systems, Inc. |
|
Senior Secured |
|
PRIME+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12) (13) |
|||||
|
|
Mingle Healthcare Solutions, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12) (22) |
|||||
|
|
Triple Ring Technologies, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12) (13) |
|||||
|
|
Total Health Care Equipment & Services - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Household & Personal Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
13 Scents Inc. (dba Dossier) |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
13 Scents Inc. (dba Dossier) (Revolver) |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
Madison Reed, Inc. |
|
Senior Secured |
|
PRIME+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12) (13) |
|||||
|
|
Total Household & Personal Products - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Kin Insurance, Inc. |
|
Senior Secured |
|
PRIME+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12) (13) |
|||||
|
|
Kin Insurance, Inc. |
|
Senior Secured |
|
PRIME+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12) (23) |
|||||
|
|
Total Insurance - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
See notes to consolidated financial statements.
6
Table of Contents
RUNWAY GROWTH FINANCE CORP.
Consolidated Schedule of Investments (Unaudited) – (continued)
September 30, 2026
(In thousands, except share data)
Portfolio Company |
|
Investment Type |
|
Investment |
|
Initial Acquisition Date |
|
Maturity Date |
|
Principal ($) / |
|
|
Cost ($) |
|
|
Fair |
|
|
Footnotes |
|||||||
Non-Control/Non-Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Debt Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Media & Entertainment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Skillshare, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12) (13) |
|||||
|
|
Snap! Mobile, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12) (13) |
|||||
|
|
Total Media & Entertainment - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Multi-Sector Holdings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
SPB C-2024, LLC |
|
Senior Secured |
|
FIXED |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10) (11) (12) |
|||||
|
|
Total Multi-Sector Holdings - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Pharmaceutical, Biotechnology & Life Sciences |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
4Web, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12) (13) |
|||||
|
|
AOTI, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12) (13) (15) |
|||||
|
|
Eton Pharmaceuticals, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10) (12) (13) (15) |
|||||
|
|
Goodwin Biotechnology, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12) (13) |
|||||
|
|
Journey Medical Corporation |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12) (13) (15) |
|||||
|
|
NeoLight, LLC |
|
Senior Secured |
|
PRIME+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (12) (13) |
|||||
|
|
Nicoya Lifesciences, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7) (10) (12) (13) |
|||||
|
|
Shield Therapeutics PLC |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5) (10) (12) (13) (15) (28) |
|||||
|
|
Shield Therapeutics PLC |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5) (10) (12) (13) (15) (28) |
|||||
|
|
Sincerus Pharmaceuticals, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12) (13) |
|||||
|
|
Sincerus Pharmaceuticals, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12) (13) |
|||||
|
|
Total Pharmaceutical, Biotechnology & Life Sciences - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Systems Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Circadence Corporation |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12) |
|||||
|
|
Digicert, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Digicert, Inc. (Revolver) |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
- |
|
|
|
|
( |
) |
|
|
|
- |
|
|
(26) |
||
|
|
Total Systems Software - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Technology Hardware & Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Brivo, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12) (13) |
|||||
|
|
Linxup, LLC |
|
Senior Secured |
|
PRIME+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12) (13) |
|||||
|
|
Total Technology Hardware & Equipment - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Total Debt Investments - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
See notes to consolidated financial statements.
7
Table of Contents
RUNWAY GROWTH FINANCE CORP.
Consolidated Schedule of Investments (Unaudited) – (continued)
September 30, 2026
(In thousands, except share data)
Portfolio Company |
|
Investment Type |
|
Investment |
|
Initial Acquisition Date |
|
Maturity Date |
|
Principal ($) / |
|
|
Cost ($) |
|
|
Fair |
|
|
Footnotes |
|||||||
Non-Control/Non-Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Application Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Aria Systems, Inc. |
|
Equity |
|
Series G Preferred Stock |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
(14) |
||||
|
|
VTX Intermediate Holdings, Inc. (dba VertexOne) |
|
Equity |
|
Series C Preferred Units |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
(14) |
||||
|
|
Total Application Software - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Commercial & Professional Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
FiscalNote, Inc. |
|
Equity |
|
Common Stock |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
(14) (15) (16) |
||||
|
|
JobGet Holdings, Inc. (fka Snagajob, Inc.) |
|
Equity |
|
Series C-1 Preferred Stock |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
(14) (25) |
||||
|
|
JobGet Holdings, Inc. (fka Snagajob, Inc.) |
|
Equity |
|
Series C-2 Preferred Stock |
|
|
N/A |
|
|
|
|
|
|
- |
|
|
|
|
- |
|
|
(14) (25) |
||
|
|
Total Commercial & Professional Services - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Consumer Staples Distribution & Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Marley Spoon SE |
|
Equity |
|
Common Stock |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
(6) (10) (14) (15) (16) (18) |
||||
|
|
Total Consumer Staples Distribution & Retail - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Health Care Equipment & Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
CareCloud, Inc. |
|
Equity |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
(15) (16) |
|||||
|
|
Epica International, Inc. |
|
Equity |
|
Common Stock |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
(14) |
||||
|
|
HR Pharmaceuticals, LLC |
|
Equity |
|
Preferred Units |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
(14) (25) |
||||
|
|
MolecuLight, Inc. |
|
Equity |
|
Series B-3 Preferred Stock |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
(7) (10) (14) (18) (25) |
||||
|
|
Total Health Care Equipment & Services - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Media & Entertainment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Minute Media Inc. |
|
Equity |
|
Preferred Stock |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
(5) (10) (14) |
||||
|
|
Minute Media Inc. |
|
Equity |
|
Common Stock |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
(5) (10) (14) |
||||
|
|
Total Media & Entertainment - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Pharmaceutical, Biotechnology & Life Sciences |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
AOTI, Inc. |
|
Equity |
|
Common Stock |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
(14) (15) (18) |
||||
|
|
Sincerus Pharmaceuticals, Inc. |
|
Equity |
|
Common Stock |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
(14) |
||||
|
|
Total Pharmaceutical, Biotechnology & Life Sciences - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Total Equity Investments - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
See notes to consolidated financial statements.
8
Table of Contents
RUNWAY GROWTH FINANCE CORP.
Consolidated Schedule of Investments (Unaudited) – (continued)
September 30, 2026
(In thousands, except share data)
Portfolio Company |
|
Investment Type |
|
Investment |
|
Initial Acquisition Date |
|
Maturity Date |
|
Principal ($) / |
|
|
Cost ($) |
|
|
Fair |
|
|
Footnotes |
|||||||
Non-Control/Non-Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Warrants & Other Contractual Rights |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Application Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
3DNA Corp. (dba NationBuilder) |
|
Warrant |
|
Series C-1 Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
(14) |
||||
|
|
Airship Group, Inc. |
|
Warrant |
|
Series F Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14) |
|||||
|
|
Aria Systems, Inc. |
|
Warrant |
|
Series G Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14) |
|||||
|
|
CarNow, Inc. |
|
Warrant |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14) |
|||||
|
|
CarNow, Inc. |
|
Warrant |
|
Common Stock |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
(14) |
||||
|
|
Exeevo, Inc. |
|
Contractual Right |
|
Gross Margin Earnout |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
(14) (17) (25) |
|||||
|
|
INRIX, Inc. |
|
Warrant |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
(14) |
||||
|
|
JWP Holdco LLC (fka Longtail Ad Solutions, Inc.) |
|
Warrant |
|
Common Units |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
(14) |
||||
|
|
Piano Software, Inc. |
|
Warrant |
|
Series D Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14) |
|||||
|
|
Predactiv, Inc. (fka Sharethis, Inc.) |
|
Warrant |
|
Series D-3 Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
(14) |
||||
|
|
Total Application Software - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Commercial & Professional Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
AllClear ID, Inc. |
|
Warrant |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
(14) |
||||
|
|
Bombora, Inc. |
|
Warrant |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14) |
|||||
|
|
Bombora, Inc. |
|
Warrant |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14) |
|||||
|
|
CloudPay, Inc. |
|
Warrant |
|
Series B Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5) (10) (14) |
|||||
|
|
CloudPay, Inc. |
|
Warrant |
|
Series D Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5) (10) (14) |
|||||
|
|
CloudPay, Inc. |
|
Warrant |
|
Series D Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5) (10) (14) |
|||||
|
|
Elevate Services, Inc. |
|
Warrant |
|
Series C Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14) |
|||||
|
|
Elevate Services, Inc. |
|
Warrant |
|
Series C Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14) |
|||||
|
|
FiscalNote, Inc. |
|
Contractual Right |
|
Earnout |
|
|
|
N/A |
|
|
|
|
|
|
|
|
- |
|
|
(14) (15) (17) |
||||
|
|
JobGet Holdings, Inc. (fka Snagajob, Inc.) |
|
Warrant |
|
Series B-1 Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
(14) |
||||
|
|
Swing Education, Inc. |
|
Warrant |
|
Series C Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14) |
|||||
|
|
Total Commercial & Professional Services - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Consumer Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
FINN GmbH |
|
Warrant |
|
Series C2 Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6) (10) (14) (18) (24) |
|||||
|
|
FINN GmbH |
|
Warrant |
|
Series C2 Preferred Stock |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
(6) (10) (14) (18) (24) |
||||
|
|
Total Consumer Services - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Consumer Staples Distribution & Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Marley Spoon SE |
|
Warrant |
|
Common Stock |
|
|
|
|
|
|
|
|
- |
|
|
|
|
- |
|
|
(6) (10) (14) (15) (18) |
|||
|
|
Total Consumer Staples Distribution & Retail - |
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Financial Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Autobooks, Inc. |
|
Contractual Right |
|
Success Fee |
|
|
N/A |
|
N/A |
|
|
|
|
|
|
|
|
|
|
(14) (17) |
||||
|
|
Betterment Holdings, Inc. |
|
Warrant |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14) |
|||||
|
|
Betterment Holdings, Inc. |
|
Warrant |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14) |
|||||
|
|
Credit Sesame, Inc. |
|
Warrant |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14) |
|||||
|
|
Under Technologies, Inc. (dba Rho) |
|
Warrant |
|
Series B Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14) (25) |
|||||
|
|
Total Financial Services - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
See notes to consolidated financial statements.
9
Table of Contents
RUNWAY GROWTH FINANCE CORP.
Consolidated Schedule of Investments (Unaudited) – (continued)
September 30, 2026
(In thousands, except share data)
Portfolio Company |
|
Investment Type |
|
Investment |
|
Initial Acquisition Date |
|
Maturity Date |
|
Principal ($) / |
|
|
Cost ($) |
|
|
Fair |
|
|
Footnotes |
|||||||
Non-Control/Non-Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Warrants & Other Contractual Rights |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Health Care Equipment & Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Allurion Technologies, Inc. |
|
Warrant |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
(14) (15) |
||||
|
|
Allurion Technologies, Inc. |
|
Warrant |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
(14) (15) |
||||
|
|
Allurion Technologies, Inc. |
|
Warrant |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
(14) (15) |
||||
|
|
Allurion Technologies, Inc. |
|
Contractual Right |
|
Earnout |
|
|
|
N/A |
|
|
|
|
- |
|
|
|
|
- |
|
|
(14) (15) (17) |
|||
|
|
Best ABT, Inc. |
|
Contractual Right |
|
Settlement Payment Right |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
(14) (25) |
|||||
|
|
Biotricity, Inc. |
|
Warrant |
|
Series A Preferred Stock |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
(14) (15) |
||||
|
|
Biotricity, Inc. |
|
Warrant |
|
Series B Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
(14) (15) |
||||
|
|
Biotricity, Inc. |
|
Warrant |
|
Series C Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14) (15) |
|||||
|
|
Biotricity, Inc. |
|
Warrant |
|
Series E Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14) (15) |
|||||
|
|
DxTerity Diagnostics, Inc. |
|
Warrant |
|
Series B Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
(14) |
||||
|
|
EBR Systems, Inc. |
|
Contractual Right |
|
Success Fee |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
(14) (15) (17) |
|||||
|
|
Elutia, Inc. |
|
Warrant |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14) (15) |
|||||
|
|
Epica International, Inc. |
|
Warrant |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14) |
|||||
|
|
Flowonix Medical, Inc. |
|
Contractual Right |
|
Royalty |
|
|
N/A |
|
N/A |
|
|
|
|
|
|
|
|
|
|
(14) |
||||
|
|
Ideal Implant, Inc. |
|
Contractual Right |
|
Royalty |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
(14) |
|||||
|
|
ImpediMed, Inc. |
|
Warrant |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9) (10) (14) (15) (18) |
|||||
|
|
MedMinder Systems, Inc. |
|
Warrant |
|
Series C Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14) |
|||||
|
|
Mingle Healthcare Solutions, Inc. |
|
Warrant |
|
Series CC Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
(14) |
||||
|
|
MolecuLight, Inc. |
|
Warrant |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7) (10) (14) (18) |
|||||
|
|
Moximed, Inc. |
|
Warrant |
|
Series C Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14) |
|||||
|
|
Onward Medical, N.V. |
|
Warrant |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8) (10) (14) (15) (18) |
|||||
|
|
Route 92 Medical, Inc. |
|
Contractual Right |
|
Success Fee |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
(14) (17) |
|||||
|
|
SetPoint Medical Corporation |
|
Warrant |
|
Series B Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14) |
|||||
|
|
SetPoint Medical Corporation |
|
Warrant |
|
Series B Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14) |
|||||
|
|
Total Health Care Equipment & Services - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
See notes to consolidated financial statements.
10
Table of Contents
RUNWAY GROWTH FINANCE CORP.
Consolidated Schedule of Investments (Unaudited) – (continued)
September 30, 2026
(In thousands, except share data)
Portfolio Company |
|
Investment Type |
|
Investment |
|
Initial Acquisition Date |
|
Maturity Date |
|
Principal ($) / |
|
|
Cost ($) |
|
|
Fair |
|
|
Footnotes |
|||||||
Non-Control/Non-Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Warrants & Other Contractual Rights |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Household & Personal Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Madison Reed, Inc. |
|
Contractual Right |
|
Success Fee |
|
|
N/A |
|
N/A |
|
|
|
|
|
|
|
|
|
|
(14) (17) |
||||
|
|
Total Household & Personal Products - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Kin Insurance, Inc. |
|
Warrant |
|
Series D-3 Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14) |
|||||
|
|
Kin Insurance, Inc. |
|
Warrant |
|
Series E Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14) |
|||||
|
|
Total Insurance - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Media & Entertainment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Minute Media Inc. |
|
Contractual Right |
|
SAFE |
|
|
N/A |
|
N/A |
|
|
|
|
|
|
|
|
|
|
(5) (10) (14) |
||||
|
|
Skillshare, Inc. |
|
Contractual Right |
|
Success Fee |
|
|
N/A |
|
N/A |
|
|
|
|
|
|
|
|
|
|
(14) (17) |
||||
|
|
Snap! Mobile, Inc. |
|
Warrant |
|
Series B Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14) |
|||||
|
|
Total Media & Entertainment - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Pharmaceutical, Biotechnology & Life Sciences |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
4Web, Inc. |
|
Warrant |
|
Series D Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14) |
|||||
|
|
Goodwin Biotechnology, Inc. |
|
Warrant |
|
Series C Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14) (25) |
|||||
|
|
Insite Vision, Inc. |
|
Contractual Right |
|
Royalty |
|
|
N/A |
|
N/A |
|
|
|
|
|
|
|
|
- |
|
|
(14) (25) |
|||
|
|
Mustang Bio, Inc. |
|
Warrant |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
(14) (15) |
||||
|
|
NeoLight, LLC |
|
Warrant |
|
Series B-2 Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14) |
|||||
|
|
Nicoya Lifesciences, Inc. |
|
Warrant |
|
Series B-1 Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7) (10) (14) (18) |
|||||
|
|
Nicoya Lifesciences, Inc. |
|
Warrant |
|
Series A-3 Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7) (10) (14) (18) |
|||||
|
|
Shield Therapeutics PLC |
|
Warrant |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5) (10) (14) (15) (18) |
|||||
|
|
Shield Therapeutics PLC |
|
Warrant |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5) (10) (14) (15) (18) |
|||||
|
|
Shield Therapeutics PLC |
|
Warrant |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5) (10) (14) (15) (18) |
|||||
|
|
Zevra Therapeutics, Inc. (fka Acer Therapeutics, Inc.) |
|
Contractual Right |
|
Contingent Value Right |
|
|
N/A |
|
N/A |
|
|
|
|
- |
|
|
|
|
- |
|
|
(10) (14) (15) (25) |
||
|
|
Total Pharmaceutical, Biotechnology & Life Sciences - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
See notes to consolidated financial statements.
11
Table of Contents
RUNWAY GROWTH FINANCE CORP.
Consolidated Schedule of Investments (Unaudited) – (continued)
September 30, 2026
(In thousands, except share data)
Portfolio Company |
|
Investment Type |
|
Investment |
|
Initial Acquisition Date |
|
Maturity Date |
|
Principal ($) / |
|
|
Cost ($) |
|
|
Fair |
|
|
Footnotes |
|||||||
Non-Control/Non-Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Warrants & Other Contractual Rights |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Systems Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Circadence Corporation |
|
Warrant |
|
Series B Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
(14) |
||||
|
|
Circadence Corporation |
|
Warrant |
|
Series B Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
(14) |
||||
|
|
Circadence Corporation |
|
Contractual Right |
|
Success Fee |
|
|
N/A |
|
N/A |
|
|
|
|
|
|
|
|
|
|
(14) (17) |
||||
|
|
Scale Computing, Inc. |
|
Warrant |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
(14) |
||||
|
|
Synack, Inc. |
|
Warrant |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14) |
|||||
|
|
Total Systems Software - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Technology Hardware & Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Brivo, Inc. |
|
Warrant |
|
Series A-2 Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14) |
|||||
|
|
Brivo, Inc. |
|
Warrant |
|
Series A-2 Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14) |
|||||
|
|
Dejero Labs, Inc. |
|
Warrant |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7) (10) (14) (18) |
|||||
|
|
Linxup, LLC |
|
Contractual Right |
|
Success Fee |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
(14) (17) |
|||||
|
|
RealWear, Inc. |
|
Warrant |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14) |
|||||
|
|
RealWear, Inc. |
|
Warrant |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14) |
|||||
|
|
RealWear, Inc. |
|
Warrant |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14) |
|||||
|
|
Total Technology Hardware & Equipment - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Total Warrants & Other Contractual Rights - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total Non-Control/Non-Affiliate Investments - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
See notes to consolidated financial statements.
12
Table of Contents
RUNWAY GROWTH FINANCE CORP.
Consolidated Schedule of Investments (Unaudited) – (continued)
September 30, 2026
(In thousands, except share data)
Portfolio Company |
|
Investment Type |
|
Investment |
|
Initial Acquisition Date |
|
Maturity Date |
|
Principal ($) / |
|
|
Cost ($) |
|
|
Fair |
|
|
Footnotes |
|||||||
Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(20) |
|||||||||
|
Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Application Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Coginiti Corp |
|
Equity |
|
Common Stock |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
- |
|
|
(14) |
|||
|
|
Total Application Software - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Total Equity Investments - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Warrants & Other Contractual Rights |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Application Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Coginiti Corp |
|
Warrant |
|
Common Stock |
|
|
|
|
|
|
|
|
- |
|
|
|
|
- |
|
|
(14) |
|||
|
|
Total Application Software - |
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Total Warrants & Other Contractual Rights - |
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
- |
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total Affiliate Investments - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Control Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(21) |
|||||||||
|
Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Multi-Sector Holdings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Runway-Cadma I LLC |
|
Equity |
|
|
|
N/A |
|
N/A |
|
|
|
|
|
|
|
|
|
|
(10) |
|||||
|
|
Total Multi-Sector Holdings - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Total Equity Investments - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total Control Investments - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total Investments - |
|
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Cash and Cash Equivalents and Short Term Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Goldman Sachs Financial Square Government Fund Institutional Shares |
|
|
|
FGTXX/38141W273 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Total Cash and Cash Equivalents and Short Term Investments - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total Investments, Cash and Cash Equivalents, and Short Term Investments - |
|
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|||||||||
See notes to consolidated financial statements.
13
Table of Contents
RUNWAY GROWTH FINANCE CORP.
Consolidated Schedule of Investments (Unaudited) – (continued)
September 30, 2026
(1) |
|
Disclosures of interest rates on notes include cash interest rates and payment-in-kind ("PIK") interest rates, as applicable. Unless otherwise indicated, all of the Company's variable interest debt instruments bear interest at a rate determined by reference to the U.S. Prime Rate ("PRIME") or the 1-month or 3-month Secured Overnight Financing Rate ("SOFR"). At September 30, 2026, the U.S. PRIME Rate was |
(2) |
|
The Company’s investments are generally acquired in private transactions exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), and, therefore, except as otherwise noted, are subject to limitation on resale, may be deemed to be "restricted securities" under the Securities Act, and were valued at fair value as determined in good faith by the Board of Directors (as defined in "Note 2 – Summary of Significant Accounting Policies"). |
(3) |
|
Investments are held at Fair Value net of the Fair Value of Unfunded Commitments. Refer to "Note 8 – Commitments, Contingencies, and Off-Balance Sheet Arrangements" for additional detail. |
(4) |
|
All portfolio companies are domiciled in the United States, unless otherwise noted. |
(5) |
|
Portfolio company is domiciled in the United Kingdom. Fair value of United Kingdom domiciled investments represents |
(6) |
|
Portfolio company is domiciled in Germany. Fair value of German domiciled investments represents |
(7) |
|
Portfolio company is domiciled in Canada. Fair value of Canadian domiciled investments represents |
(8) |
|
Portfolio company is domiciled in the Netherlands. Fair value of Dutch domiciled investments represents |
(9) |
|
Portfolio company is domiciled in Australia. Fair value of Australian domiciled investments represents |
(10) |
|
Investment is not a qualifying investment as defined under Section 55(a) of the Investment Company Act of 1940, as amended. The fair value of non-qualifying assets represents |
(11) |
|
Represents a PIK security. PIK interest will be accrued and paid at maturity. |
(12) |
|
Disclosures of end-of-term payments ("ETP") are one-time payments stated as a percentage of principal amount. |
(13) |
|
The investment is an eligible loan investment in the collateral under the Credit Facility (as defined in "Note 7 – Borrowings"). |
(14) |
|
Investments are non-income producing. |
(15) |
|
Portfolio company is a publicly traded company whose securities are listed on a national securities exchange. |
(16) |
|
Investment is not a "restricted security" under the Securities Act. |
(17) |
|
Investment is either a cash success fee payable or earnout of shares based on the consummation of certain trigger events. |
(18) |
|
Investment is denominated in a foreign currency. At each balance sheet date, portfolio company investments denominated in foreign currencies are translated into U.S. dollars using the spot exchange rate on the last business day of the period. Transactions of foreign portfolio company investments, and income related from such investments, are translated into U.S. dollars using relevant rates of exchange on the respective dates of such transactions. |
(19) |
|
Investment represents a security with a tiered fee that increases over time, dependent upon the timing of repayment. Such fees are recorded in "Interest income" on the Consolidated Statements of Operations. |
(20) |
|
Affiliate portfolio company as defined under the 1940 Act in which the Company owns between |
(21) |
|
Control portfolio company, as defined under the 1940 Act, in which the Company owns more than |
(22) |
|
Investment is on non-accrual status as of September 30, 2026 and is therefore considered non-income producing. |
(23) |
|
The Company sold a participation representing $ |
(24) |
|
Number of shares is not fixed and is based on a percentage of the portfolio company’s fully diluted share capital as of September 30, 2026. |
(25) |
|
Transfers are subject to contractual restrictions contained in the issuer’s governing documents and other applicable agreements, including rights of first refusal and other limitations on transfer. |
(26) |
|
No borrowings were outstanding under the revolving loan commitment as of September 30, 2026. The negative cost represents unamortized original issue discount and other fees received in connection with the commitment. |
(27) |
|
This position is convertible debt. It bears interest at a contractual rate equal to SOFR plus a spread of |
(28) |
|
The maturity date shown is subject to change upon the satisfaction, or failure, of certain conditions specified in the credit agreement, including milestones, extension conditions, or the maturity of other indebtedness of the portfolio company. |
* |
|
Fair value as a percentage of net assets. |
See notes to consolidated financial statements.
14
Table of Contents
RUNWAY GROWTH FINANCE CORP.
Consolidated Schedule of Investments
December 31, 2025
(In thousands, except share data)
Portfolio Company** |
|
Investment Type |
|
Investment |
|
Initial Acquisition Date |
|
Maturity Date |
|
Principal ($) / |
|
|
Cost ($) |
|
|
Fair |
|
|
Footnotes |
|||||||
Non-Control/Non-Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Debt Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Application Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Airship Group, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10) (11) (12) |
|||||
|
|
Blueshift Labs, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10) (11) |
|||||
|
|
Blueshift Labs, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10) |
|||||
|
|
Blueshift Labs, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10) |
|||||
|
|
CarNow, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (12) |
|||||
|
|
Piano Software, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (12) |
|||||
|
|
VTX Intermediate Holdings, Inc. (dba VertexOne) |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10) (11) (12) |
|||||
|
|
VTX Intermediate Holdings, Inc. (dba VertexOne) |
|
Second Lien |
|
FIXED |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10) (11) (18) |
|||||
|
|
Zinnia Corporate Holdings, LLC |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12) |
|||||
|
|
Total Application Software - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Commercial & Professional Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Bombora, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10) (11) (12) |
|||||
|
|
Elevate Services, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (12) |
|||||
|
|
Shepherd Intermediate, LLC (dba FHAS) |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12) |
|||||
|
|
Shepherd Intermediate, LLC (dba FHAS) (Revolver) |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
- |
|
|
|
|
( |
) |
|
|
|
- |
|
|
(12) |
||
|
|
Swing Education, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (12) |
|||||
|
|
Swing Education, Inc. (Revolver) |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
- |
|
|
|
|
( |
) |
|
|
|
- |
|
|
(12) |
||
|
|
Total Commercial & Professional Services - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Consumer Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
FINN GmbH |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6) (9) |
|||||
|
|
Total Consumer Services - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Consumer Staples Distribution & Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Marley Spoon SE |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6) (9) (10) (11) (14) |
|||||
|
|
Marley Spoon SE |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6) (9) (10) (14) |
|||||
|
|
Marley Spoon SE |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6) (9) (10) (14) |
|||||
|
|
Marley Spoon SE |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6) (9) (10) (14) (17) |
|||||
|
|
Marley Spoon SE (Revolver) |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6) (9) (10) (14) (17) |
|||||
|
|
Total Consumer Staples Distribution & Retail - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
See notes to consolidated financial statements.
15
Table of Contents
RUNWAY GROWTH FINANCE CORP.
Consolidated Schedule of Investments – (continued)
December 31, 2025
(In thousands, except share data)
Portfolio Company** |
|
Investment Type |
|
Investment |
|
Initial Acquisition Date |
|
Maturity Date |
|
Principal ($) / |
|
|
Cost ($) |
|
|
Fair |
|
|
Footnotes |
|||||||
Non-Control/Non-Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Debt Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Financial Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Autobooks, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (12) |
|||||
|
|
Hurricane Cleanco Limited |
|
Senior Secured |
|
FIXED |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5) (9) (10) (17) |
|||||
|
|
Vesta Payment Solutions, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) |
|||||
|
|
Total Financial Services - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Health Care Equipment & Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
EBR Systems, Inc. |
|
Senior Secured |
|
PRIME+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (12) (14) |
|||||
|
|
Mingle Healthcare Solutions, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (22) |
|||||
|
|
Moximed, Inc. |
|
Senior Secured |
|
PRIME+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (12) |
|||||
|
|
Onward Medical, N.V. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8) (9) (11) (12) (14) |
|||||
|
|
Route 92 Medical, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (12) |
|||||
|
|
Total Health Care Equipment & Services - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Household & Personal Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Madison Reed, Inc. |
|
Senior Secured |
|
PRIME+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (12) |
|||||
|
|
Total Household & Personal Products - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Kin Insurance, Inc. |
|
Senior Secured |
|
PRIME+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (12) |
|||||
|
|
Kin Insurance, Inc. |
|
Senior Secured |
|
PRIME+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (24) |
|||||
|
|
Total Insurance - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Media & Entertainment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Skillshare, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (12) |
|||||
|
|
Snap! Mobile, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (12) |
|||||
|
|
Total Media & Entertainment - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Multi-Sector Holdings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
SPB C-2024, LLC |
|
Senior Secured |
|
FIXED |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9) (10) (11) |
|||||
|
|
Total Multi-Sector Holdings - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Pharmaceuticals, Biotechnology & Life Sciences |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Shield Therapeutics PLC |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5) (9) (11) (12) (14) |
|||||
|
|
Total Pharmaceuticals, Biotechnology & Life Sciences - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
See notes to consolidated financial statements.
16
Table of Contents
RUNWAY GROWTH FINANCE CORP.
Consolidated Schedule of Investments – (continued)
December 31, 2025
(In thousands, except share data)
Portfolio Company** |
|
Investment Type |
|
Investment |
|
Initial Acquisition Date |
|
Maturity Date |
|
Principal ($) / |
|
|
Cost ($) |
|
|
Fair |
|
|
Footnotes |
|||||||
Non-Control/Non-Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Debt Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Systems Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
3PL Central LLC (dba Extensiv) |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (12) |
|||||
|
|
Digicert, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12) |
|||||
|
|
Digicert, Inc. (Revolver) |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
- |
|
|
|
|
( |
) |
|
|
|
- |
|
|
(12) |
||
|
|
Circadence Corporation |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) |
|||||
|
|
Total Systems Software - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Technology Hardware & Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Brivo, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (12) |
|||||
|
|
Linxup, LLC |
|
Senior Secured |
|
PRIME+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (12) |
|||||
|
|
Total Technology Hardware & Equipment - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Total Debt Investments - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Application Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Aria Systems, Inc. |
|
Equity |
|
Series G Preferred Stock |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
||||
|
|
VTX Holdings, LLC |
|
Equity |
|
Series C Preferred Units |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
||||
|
|
Total Application Software - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Commercial & Professional Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
FiscalNote, Inc. |
|
Equity |
|
Common Stock |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
(13) (14) (15) |
||||
|
|
JobGet Holdings, Inc. (fka Snagajob.com, Inc.) |
|
Equity |
|
Series C-1 Preferred Stock |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
(13) (23) |
||||
|
|
JobGet Holdings, Inc. (fka Snagajob.com, Inc.) |
|
Equity |
|
Series C-2 Preferred Stock |
|
|
N/A |
|
|
|
|
|
|
- |
|
|
|
|
- |
|
|
(13) (23) |
||
|
|
Total Commercial & Professional Services - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Consumer Staples Distribution & Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Marley Spoon SE |
|
Equity |
|
Common Stock |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
(6) (9) (13) (14) (15) (17) |
||||
|
|
Total Consumer Staples Distribution & Retail - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Health Care Equipment & Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
CareCloud, Inc. |
|
Equity |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
(14) |
|||||
|
|
Total Health Care Equipment & Services - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Media & Entertainment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Minute Media Inc. |
|
Equity |
|
Preferred Stock |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
(5) (9) (13) |
||||
|
|
Minute Media Inc. |
|
Equity |
|
Common Stock |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
(5) (9) (13) |
||||
|
|
Total Media & Entertainment - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Total Equity Investments - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
See notes to consolidated financial statements.
17
Table of Contents
RUNWAY GROWTH FINANCE CORP.
Consolidated Schedule of Investments – (continued)
December 31, 2025
(In thousands, except share data)
Portfolio Company** |
|
Investment Type |
|
Investment |
|
Initial Acquisition Date |
|
Maturity Date |
|
Principal ($) / |
|
|
Cost ($) |
|
|
Fair |
|
|
Footnotes |
|||||||
Non-Control/Non-Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Warrants & Other Contractual Rights |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Application Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
3DNA Corp. (dba NationBuilder) |
|
Warrant |
|
Series C-1 Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
(13) |
||||
|
|
Airship Group, Inc. |
|
Warrant |
|
Series F Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Aria Systems, Inc. |
|
Warrant |
|
Series G Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Blueshift Labs, Inc. |
|
Contractual Right |
|
Success fee |
|
|
N/A |
|
N/A |
|
|
|
|
|
|
|
|
|
|
(13) (16) |
||||
|
|
CarNow, Inc. |
|
Warrant |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
INRIX, Inc. |
|
Warrant |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
JWP Holdco LLC (fka Longtail Ad Solutions, Inc.) |
|
Warrant |
|
Common Units |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
(13) |
||||
|
|
Piano Software, Inc. |
|
Warrant |
|
Series D Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Predactiv, Inc. (fka Sharethis, Inc.) |
|
Warrant |
|
Series D-3 Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
(13) |
||||
|
|
Total Application Software - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Commercial & Professional Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
AllClear ID, Inc. |
|
Warrant |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
(13) |
||||
|
|
Bombora, Inc. |
|
Warrant |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Bombora, Inc. |
|
Warrant |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
CloudPay, Inc. |
|
Warrant |
|
Series B Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5) (9) (13) |
|||||
|
|
CloudPay, Inc. |
|
Warrant |
|
Series D Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5) (9) (13) |
|||||
|
|
CloudPay, Inc. |
|
Warrant |
|
Series D Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5) (9) (13) |
|||||
|
|
Elevate Services, Inc. |
|
Warrant |
|
Series C Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Elevate Services, Inc. |
|
Warrant |
|
Series C Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
FiscalNote, Inc. |
|
Contractual Right |
|
Earnout |
|
|
|
N/A |
|
|
|
|
|
|
|
|
- |
|
|
(13) (14) (16) |
||||
|
|
JobGet Holdings, Inc. (fka Snagajob.com, Inc.) |
|
Warrant |
|
Series B-1 Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
(13) |
||||
|
|
Swing Education, Inc. |
|
Warrant |
|
Series C Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Total Commercial & Professional Services - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Consumer Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
FINN GmbH |
|
Warrant |
|
Series C2 Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6) (9) (13) (17) (25) |
|||||
|
|
Total Consumer Services - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Financial Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Autobooks, Inc. |
|
Contractual Right |
|
Success Fee |
|
|
N/A |
|
N/A |
|
|
|
|
|
|
|
|
|
|
(13) (16) |
||||
|
|
Betterment Holdings, Inc. |
|
Warrant |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Betterment Holdings, Inc. |
|
Warrant |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Credit Sesame, Inc. |
|
Warrant |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Total Financial Services - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
See notes to consolidated financial statements.
18
Table of Contents
RUNWAY GROWTH FINANCE CORP.
Consolidated Schedule of Investments – (continued)
December 31, 2025
(In thousands, except share data)
Portfolio Company** |
|
Investment Type |
|
Investment |
|
Initial Acquisition Date |
|
Maturity Date |
|
Principal ($) / |
|
|
Cost ($) |
|
|
Fair |
|
|
Footnotes |
|||||||
Non-Control/Non-Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Warrants & Other Contractual Rights |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Health Care Equipment & Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Allurion Technologies, Inc. |
|
Warrant |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
(13) (14) |
||||
|
|
Allurion Technologies, Inc. |
|
Warrant |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
(13) (14) |
||||
|
|
Allurion Technologies, Inc. |
|
Warrant |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
(13) (14) |
||||
|
|
Allurion Technologies, Inc. |
|
Contractual Right |
|
Earnout |
|
|
|
N/A |
|
|
|
|
- |
|
|
|
|
- |
|
|
(13) (14) (16) |
|||
|
|
EBR Systems, Inc. |
|
Contractual Right |
|
Success fee |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
(13) (14) (16) |
|||||
|
|
Mingle Healthcare Solutions, Inc. |
|
Warrant |
|
Series CC Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Moximed, Inc. |
|
Warrant |
|
Series C Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Nalu Medical, Inc. |
|
Warrant |
|
Series D-2 Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Onward Medical, N.V. |
|
Warrant |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8) (9) (13) (14) (17) |
|||||
|
|
Route 92 Medical, Inc. |
|
Contractual Right |
|
Success fee |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
(13) (16) |
|||||
|
|
SetPoint Medical Corporation |
|
Warrant |
|
Series B Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
SetPoint Medical Corporation |
|
Warrant |
|
Series B Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Total Health Care Equipment & Services - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Household & Personal Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Madison Reed, Inc. |
|
Contractual Right |
|
Success fee |
|
|
N/A |
|
N/A |
|
|
|
|
|
|
|
|
|
|
(13) (16) |
||||
|
|
Total Household & Personal Products - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Kin Insurance, Inc. |
|
Warrant |
|
Series D-3 Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Kin Insurance, Inc. |
|
Warrant |
|
Series E Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Total Insurance - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Media & Entertainment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Skillshare, Inc. |
|
Contractual Right |
|
Success fee |
|
|
N/A |
|
N/A |
|
|
|
|
|
|
|
|
|
|
(13) (16) |
||||
|
|
Snap! Mobile, Inc. |
|
Warrant |
|
Series B Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Total Media & Entertainment - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Pharmaceuticals, Biotechnology & Life Sciences |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Mustang Bio, Inc. |
|
Warrant |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) (14) |
|||||
|
|
Shield Therapeutics PLC |
|
Warrant |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5) (9) (13) (14) (17) |
|||||
|
|
Total Pharmaceuticals, Biotechnology & Life Sciences - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
See notes to consolidated financial statements.
19
Table of Contents
RUNWAY GROWTH FINANCE CORP.
Consolidated Schedule of Investments – (continued)
December 31, 2025
(In thousands, except share data)
Portfolio Company** |
|
Investment Type |
|
Investment |
|
Initial Acquisition Date |
|
Maturity Date |
|
Principal ($) / |
|
|
Cost ($) |
|
|
Fair |
|
|
Footnotes |
|||||||
Non-Control/Non-Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Warrants & Other Contractual Rights |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Systems Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Circadence Corporation |
|
Warrant |
|
Series A-6 Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
(13) |
||||
|
|
Circadence Corporation |
|
Warrant |
|
Series A-6 Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
(13) |
||||
|
|
Circadence Corporation |
|
Contractual Right |
|
Success fee |
|
|
N/A |
|
N/A |
|
|
|
|
|
|
|
|
|
|
(13) (16) |
||||
|
|
Scale Computing, Inc. |
|
Warrant |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
(13) |
||||
|
|
Synack, Inc. |
|
Warrant |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Total Systems Software - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Technology Hardware & Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Brivo, Inc. |
|
Warrant |
|
Series A-2 Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Brivo, Inc. |
|
Warrant |
|
Series A-2 Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Dejero Labs, Inc. |
|
Warrant |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7) (9) (13) (17) |
|||||
|
|
Linxup, LLC |
|
Contractual Right |
|
Success fee |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
(13) (16) |
|||||
|
|
RealWear, Inc. |
|
Warrant |
|
Series A-1 Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
RealWear, Inc. |
|
Warrant |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
RealWear, Inc. |
|
Warrant |
|
Series A-1 Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
RealWear, Inc. |
|
Warrant |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
(13) |
||||
|
|
RealWear, Inc. |
|
Warrant |
|
Series A-1 Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
RealWear, Inc. |
|
Warrant |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Total Technology Hardware & Equipment - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Total Warrants & Other Contractual Rights - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total Non-Control/Non-Affiliate Investments - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
See notes to consolidated financial statements.
20
Table of Contents
RUNWAY GROWTH FINANCE CORP.
Consolidated Schedule of Investments – (continued)
December 31, 2025
(In thousands, except share data)
Portfolio Company** |
|
Investment Type |
|
Investment |
|
Initial Acquisition Date |
|
Maturity Date |
|
Principal ($) / |
|
|
Cost ($) |
|
|
Fair |
|
|
Footnotes |
|||||||
Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(20) |
|||||||||
|
Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Application Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Coginiti Corp |
|
Equity |
|
Common Stock |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
- |
|
|
(13) |
|||
|
|
Total Application Software - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Total Equity Investments - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Warrants & Other Contractual Rights |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Application Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Coginiti Corp |
|
Warrant |
|
Common Stock |
|
|
|
|
|
|
|
|
- |
|
|
|
|
- |
|
|
(13) |
|||
|
|
Total Application Software - |
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Total Warrants & Other Contractual Rights - |
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
- |
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total Affiliate Investments - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Control Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(21) |
|||||||||
|
Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Commercial & Professional Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Pivot3, Inc. |
|
Equity |
|
|
|
N/A |
|
N/A |
|
|
|
|
|
|
|
|
|
|
(19) |
|||||
|
|
Total Commercial & Professional Services - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Multi-Sector Holdings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Runway-Cadma I LLC |
|
Equity |
|
|
|
N/A |
|
N/A |
|
|
|
|
|
|
|
|
|
|
(9) |
|||||
|
|
Total Multi-Sector Holdings - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Total Equity Investments - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total Control Investments - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total Investments - |
|
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Cash and Cash Equivalents and Short Term Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Goldman Sachs Financial Square Government Fund Institutional Shares |
|
|
|
FGTXX/38141W273 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Total Cash and Cash Equivalents and Short Term Investments - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total Investments, Cash and Cash Equivalents, and Short Term Investments - |
|
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|||||||||
Foreign Currency Forward Contracts
Foreign Currency |
|
Counterparty |
|
Maturity Date |
|
Notional Amount to be Sold (£) |
|
|
Notional Amount to be Purchased ($) |
|
|
Unrealized Gain |
|
||||
British Pound Sterling (GBP) |
|
Canadian Imperial Bank of Commerce |
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Total |
|
|
|
|
|
|
|
|
|
|
|
$ |
|
( |
) |
||
See notes to consolidated financial statements.
21
Table of Contents
RUNWAY GROWTH FINANCE CORP.
Consolidated Schedule of Investments – (continued)
December 31, 2025
(1) |
|
Disclosures of interest rates on notes include cash interest rates and payment-in-kind ("PIK") interest rates, as applicable. Unless otherwise indicated, all of the Company's variable interest debt instruments bear interest at a rate determined by reference to the U.S. Prime Rate ("PRIME") or the 1-month or 3-month Secured Overnight Financing Rate ("SOFR"). At December 31, 2025, the U.S. PRIME Rate was |
(2) |
|
The Company’s investments are generally acquired in private transactions exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), and, therefore, except as otherwise noted, are subject to limitation on resale, may be deemed to be "restricted securities" under the Securities Act, and were valued at fair value as determined in good faith by the Board of Directors (as defined in "Note 2 – Summary of Significant Accounting Policies"). |
(3) |
|
Investments are held at Fair Value net of the Fair Value of Unfunded Commitments. Refer to "Note 8 – Commitments, Contingencies, and Off-Balance Sheet Arrangements" for additional detail. |
(4) |
|
All portfolio companies are domiciled in the United States, unless otherwise noted. |
(5) |
|
Portfolio company is domiciled in the United Kingdom. Fair value of United Kingdom domiciled investments represents |
(6) |
|
Portfolio company is domiciled in Germany. Fair value of German domiciled investments represents |
(7) |
|
Portfolio company is domiciled in Canada. Fair value of Canadian domiciled investments represents |
(8) |
|
Portfolio company is domiciled in the Netherlands. Fair value of Dutch domiciled investments represents |
(9) |
|
Investment is not a qualifying investment as defined under Section 55(a) of the Investment Company Act of 1940, as amended. The fair value of non-qualifying assets represents |
(10) |
|
Represents a PIK security. PIK interest will be accrued and paid at maturity. |
(11) |
|
Disclosures of end-of-term payments ("ETP") are one-time payments stated as a percentage of principal amount. |
(12) |
|
The investment is an eligible loan investment in the collateral under the Credit Facility (as defined in "Note 7 – Borrowings"). |
(13) |
|
Investments are non-income producing. |
(14) |
|
Portfolio company is a publicly traded company whose securities are listed on a national securities exchange. |
(15) |
|
Investment is not a "restricted security" under the Securities Act. |
(16) |
|
Investment is either a cash success fee payable or earnout of shares based on the consummation of certain trigger events. |
(17) |
|
Investment is denominated in a foreign currency. At each balance sheet date, portfolio company investments denominated in foreign currencies are translated into U.S. dollars using the spot exchange rate on the last business day of the period. Transactions of foreign portfolio company investments, and income related from such investments, are translated into U.S. dollars using relevant rates of exchange on the respective dates of such transactions. |
(18) |
|
Investment represents a security with a tiered fee that increases over time, dependent upon the timing of repayment. Such fees are recorded in "Fee income" on the Consolidated Statements of Operations. |
(19) |
|
The assets recovered on the senior secured term loan to Pivot3, Inc. were contributed to P3 Holdco LLC by the Company, a wholly owned subsidiary of the Company. For more information, refer to "Note 2 – Summary of Significant Accounting Policies, Principles of Consolidation." |
(20) |
|
Affiliate portfolio company as defined under the 1940 Act in which the Company owns between |
(21) |
|
Control portfolio company, as defined under the 1940 Act, in which the Company owns more than |
(22) |
|
Investment is on non-accrual status as of December 31, 2025 and is therefore considered non-income producing. |
(23) |
|
JobGet Holdings, Inc. (fka Snagajob.com, Inc.) has the right of first refusal on sale of preferred stock. |
(24) |
|
The Company sold a participation representing $ |
(25) |
|
|
* |
|
Fair value as a percentage of net assets. |
** |
|
See notes to consolidated financial statements.
22
Table of Contents
RUNWAY GROWTH FINANCE CORP.
Notes to Consolidated Financial Statements
(Unaudited)
Note 1 – Organization
Runway Growth Finance Corp. (the "Company") is a Maryland corporation that was formed on August 31, 2015. On August 18, 2021, the Company changed its name to "Runway Growth Finance Corp." from "Runway Growth Credit Fund Inc." The Company is an externally managed, non-diversified, closed-end investment company that has elected to be regulated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act"). In addition, the Company has elected to be treated, currently qualifies, and intends to continue to qualify annually as a regulated investment company ("RIC") under subchapter M of the Internal Revenue Code of 1986, as amended (the "Code").
The Company was formed primarily to lend to, and selectively invest in, high growth-potential companies in technology, healthcare, business services, financial services, and select consumer services and products in other high-growth industries. The Company's investment objective is to maximize its total return to its stockholders primarily through current income on its loan portfolio, and secondarily through capital gains on its warrants and other equity positions. The Company's investment activities are managed by its external investment adviser, Runway Growth Capital LLC ("RGC"). The Company's administrator, Runway Administrator Services LLC (the "Administrator"), is a wholly owned subsidiary of RGC and provides administrative services necessary for the Company to operate. On January 30, 2025, a private investment fund advised by BC Partners Advisors L.P. ("BC Partners") acquired the majority equity interest of RGC, and Mount Logan Capital Inc., an affiliate of BC Partners, acquired the remaining minority equity interest, together acquiring the entirety of the outstanding equity interest of RGC (the "BCP Transaction").
On October 25, 2021, the Company closed its initial public offering ("IPO"), issuing
On April 6, 2026, the Company completed its acquisition of SWK Holdings Corporation ("SWK"), a Delaware corporation and a life science focused specialty finance company that provided minimally dilutive financing to small- and mid-sized commercial-stage healthcare companies. As a result of the transaction, the Company's investment portfolio expanded to include SWK's healthcare and life sciences investments. For additional information, refer to "Note 13 – Acquisition of SWK Holdings Corporation."
23
Table of Contents
Note 2 – Summary of Significant Accounting Policies
Basis of Presentation
The accompanying interim unaudited consolidated financial statements of the Company are prepared on the accrual basis of accounting in conformity with U.S. Generally Accepted Accounting Principles ("U.S. GAAP") and pursuant to the requirements for reporting on Form 10‑Q and in compliance with Regulation S-X under the Securities Exchange Act of 1934, as amended. The Company is an investment company following the specialized accounting and reporting guidance specified in the Financial Accounting Standards Board's ("FASB") Accounting Standards Codification ("ASC") Topic 946, Financial Services – Investment Companies ("ASC 946").
In management's opinion, all adjustments necessary for the fair presentation of the interim financial statements have been included. These adjustments are of a normal recurring nature. The results of operations for the current interim period are not necessarily indicative of results that ultimately may be achieved for any other interim period or for the year ending December 31, 2026. The interim unaudited consolidated financial statements and notes hereto should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company's annual report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the "SEC") on March 12, 2026.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of income and expense during the reporting period. Changes in the economic and regulatory environment, financial markets, the creditworthiness of the Company's portfolio companies, and any other parameters used in determining these estimates and assumptions could cause actual results to differ from these estimates and assumptions.
SWK Acquisition Accounting
The Company accounted for its April 6, 2026 acquisition of SWK as an asset acquisition in accordance with ASC Subtopic 805-50, Business Combinations - Related Issues ("ASC 805-50"), because substantially all of the fair value of the gross assets acquired was concentrated in a group of similar identifiable assets consisting primarily of investments.
The results of operations associated with the acquired assets and assumed liabilities are included in the Company's consolidated financial statements beginning on April 6, 2026. See "Note 13 – Acquisition of SWK Holdings Corporation" for additional information regarding the acquisition.
Principles of Consolidation
Under ASC 946, the Company is precluded from consolidating portfolio company investments, including those in which it has a controlling interest, unless the portfolio company is another investment company that is substantially wholly owned by it. An exception to this general principle occurs if the Company holds a controlling interest in an operating company that provides all or substantially all of its services directly to the Company or to its portfolio companies. None of the investments made by the Company qualify for this exception. Therefore, the Company's investment portfolio is carried on the Consolidated Statements of Assets and Liabilities at fair value, as discussed further in "Note 4 – Investments," with any adjustments to fair value recognized in "Net change in unrealized gain (loss) on investments" on the Consolidated Statements of Operations.
The Company's consolidated operations include the activities of its wholly owned subsidiary, P3 Holdco LLC ("P3 Holdco"), which was formed to facilitate the Company's former investment in Pivot3, Inc. ("Pivot3"). Accordingly, the Company consolidates P3 Holdco in its consolidated financial statements in accordance with ASC 946. On March 12, 2026, substantially all of Pivot3's assets were sold in exchange for upfront consideration and the right to receive a contingent deferred payment. The Company assigned no value to the contingent deferred payment as of September 30, 2026. P3 Holdco will remain in existence to facilitate the receipt and distribution of any future contingent payment. Refer to the Consolidated Schedule of Investments for the Company's equity interests in Pivot3 as of December 31, 2025.
The Company has determined that the JV (as defined below) is an investment company under ASC 946. The Company does not consolidate its interest in the JV as it is not a substantially wholly owned investment company subsidiary of the Company, and the JV
24
Table of Contents
is not an operating company that provides services to the Company. Regardless of being designated a control investment per the 1940 Act, the Company does not control the JV, as voting rights are allocated equally among the two JV members. As a result, the JV is accounted for as a portfolio investment of the Company held at fair value and not included as a consolidated subsidiary in the Company's consolidated financial statements. Refer to the Consolidated Schedule of Investments for the Company's equity interests in the JV as of September 30, 2026 and December 31, 2025.
In accordance with Rule 3-09 of Regulation S-X, as amended, the Company must determine which of its unconsolidated controlled subsidiaries, if any, are considered "significant subsidiaries." In evaluating these unconsolidated controlled subsidiaries, there are two significance tests utilized per Rule 1-02(w) of Regulation S-X to determine if any of the Company's investments or unconsolidated controlled subsidiaries are considered significant: the investment test and the income test. As of September 30, 2026, and December 31, 2025, none of the Company's investments or unconsolidated controlled subsidiaries met either of these two significance tests.
Secured Borrowings
The Company follows the guidance in ASC Topic 860, Transfers and Servicing ("ASC 860"), when accounting for participations and other partial loan sales. Under ASC 860, a transfer of a portion of a financial asset is accounted for as a sale only if the transferred portion meets the definition of a "participating interest," as defined in the guidance, and all of the following conditions are met: (1) the assets have been isolated from the Company – put presumptively beyond the reach of the transferor and its creditors, even in bankruptcy or other receivership, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) the transferor does not maintain effective control over the transferred assets through either (a) an agreement that both entitles and obligates the transferor to repurchase or redeem the assets before maturity or (b) the ability to unilaterally cause the holder to return specific assets, other than through a cleanup call.
Participations and other partial loan sales that do not meet the definition of a participating interest or the conditions above are accounted for as secured borrowings. In these cases, the Company continues to recognize the entire loan in "Investments at fair value" and records the proceeds received as a liability in "Secured borrowings" on the Consolidated Statements of Assets and Liabilities. The loan and the secured borrowing are presented separately on a gross basis and are not offset. The Company continues to recognize interest income on the entire loan in "Interest income" and recognizes interest expense on the secured borrowing in "Other expenses" on the Consolidated Statements of Operations. The Company has elected the fair value option under ASC Topic 825 - Financial Instruments ("ASC 825"), for its secured borrowings, with changes in fair value recorded in "Net change in unrealized gain (loss) on secured borrowings" on the Consolidated Statements of Operations. A secured borrowing remains on the Consolidated Statements of Assets and Liabilities until the transfer qualifies for sale accounting or the underlying loan is repaid.
Runway-Cadma I LLC
The Company entered into a joint venture agreement, effective as of March 6, 2024, with Cadma Capital Partners LLC ("Cadma") to create and co-manage Runway-Cadma I LLC (the "JV"). The JV may invest in secured loans to growth-stage companies that have been originated by the Company. The Company and Cadma have equal ownership of the JV and each committed to provide $
Cash and Cash Equivalents
Cash consists solely of funds deposited with financial institutions, while cash equivalents consist of short-term liquid investments in money market funds. Cash and cash equivalents are carried at cost, which approximates fair value. As of September 30, 2026 and December 31, 2025, the Company had $
25
Table of Contents
Investments Denominated in Foreign Currency
At each balance sheet date, portfolio company investments denominated in foreign currencies and any related receivables are translated into U.S. dollars using the spot exchange rate on the last business day of the period. Purchases and sales of foreign portfolio company investments, and any income from such investments, are translated into U.S. dollars using the rates of exchange prevailing on the respective dates of such transactions. As of September 30, 2026, the Company held five investments denominated in British pounds sterling, five investments denominated in Canadian dollars, seven investments denominated in euros, and one investment denominated in Australian dollars. As of December 31, 2025, the Company held two investments denominated in British pounds sterling, one investment denominated in Canadian dollars, and five investments denominated in euros. Refer to the Consolidated Schedule of Investments and respective footnotes to the Consolidated Schedule of Investments for more details on the portfolio company investments held in foreign currencies as of September 30, 2026 and December 31, 2025.
Although the fair values of foreign portfolio company investments and the fluctuation in such fair values are translated into U.S. dollars using the applicable foreign exchange rates described above, the Company does not distinguish the portion of the change in fair value resulting from foreign currency exchange rate fluctuations from the change in fair value of the underlying investment. All fluctuations in fair value are included in "Net change in unrealized gain (loss) on non-control/non-affiliate investments" on the Consolidated Statements of Operations. Any realized gains or losses upon settlement of investments and related receivables denominated in foreign currency are recorded in "Net realized gain (loss) on forward contracts and foreign currency transactions" on the Consolidated Statements of Operations.
The Company may also enter into foreign currency forward contracts to mitigate its exposure to foreign currency fluctuations associated with certain investments denominated in foreign currencies. These contracts are recognized as derivative instruments and measured at fair value in accordance with ASC Topic 815, Derivatives and Hedging ("ASC 815"), and are recorded in "Foreign currency forward contracts" on the Consolidated Statements of Assets and Liabilities. Changes in fair value are recorded in "Net change in unrealized gain (loss) on forward contracts and foreign currency transactions" on the Consolidated Statements of Operations. The payments and proceeds from derivative contracts are included in "Payments for derivative contracts" and "Proceeds from derivative contracts," respectively, on the Consolidated Statements of Cash Flows. The net cash flows realized on settlement of derivatives are included in "Net realized (gain) loss on forward contracts and foreign currency transactions" on the Consolidated Statements of Operations and Consolidated Statements of Cash Flows. Refer to "Note 4 – Investments" for more information regarding the foreign currency forward contracts.
Investment Transactions and Related Investment Income
The Company's investment portfolio generates interest, fee, and dividend income. The Company records interest income on an accrual basis, recognizing income as earned in accordance with the contractual terms of the loan agreement, to the extent that such amounts are expected to be collected. The cost of each debt investment is adjusted for any discounts, premiums, upfront fees, and carve-outs representing the value of detachable equity, warrants, or another asset obtained in conjunction with the acquisition of debt investments (collectively "OID"), as well as any contractual end-of-term payments ("ETP"). The OID and ETP are capitalized into the adjusted cost basis and recorded as interest income over the term of the loan as a yield enhancement following the effective interest method. Upon prepayment of a debt investment, any unamortized OID and ETP is recorded as interest income and any prepayment penalties are recorded as fee income. Upon amending terms of an existing investment, any amendment fees charged are recorded as fee income. Fee income may also include income from bridge loans.
The Company currently holds, and expects to hold in the future, some investments in its portfolio with payment-in-kind ("PIK") interest provisions. PIK interest is computed at the contractual rate specified in each loan agreement and is added to the principal balance of the loan, rather than being paid to the Company in cash, and is recorded as interest income. Thus, the actual collection of PIK interest may be deferred until the time of debt principal repayment. PIK interest, which is a non-cash source of income, is included in the Company's taxable income and therefore affects the amount of income the Company is required to distribute to stockholders to maintain its qualification as a RIC for U.S. federal income tax purposes. For the three and nine months ended September 30, 2026,
Dividend income is recorded on an accrual basis to the extent that such amounts are payable and expected to be collected. Dividend income is recorded on the record date for private portfolio companies and on the ex-dividend date for publicly traded portfolio companies. Interest income, if any, adjusted for amortization of market premium and accretion of OID and ETP, is recorded on an accrual basis to the extent that the Company expects to collect such amounts.
26
Table of Contents
Security transactions, if any, are recorded on a trade-date basis. Realized gains or losses from the repayment or sale of investments are measured using the specific identification method. The Company reports changes in fair value of investments from the prior period as a component of "Net change in unrealized gain (loss) on investments" on the Consolidated Statements of Operations.
Debt and Related Deferred Financing Costs, Discounts and Premiums
The debt of the Company is carried at amortized cost on the Consolidated Statements of Assets and Liabilities, which is comprised of the principal amount borrowed, net of unamortized deferred financing costs and discounts, and adjusted for any unamortized premiums. Deferred financing costs ("DFC") are fees and other direct incremental costs incurred by the Company in connection with debt financing arrangements, while discounts and premiums represent differences between the face amount and initial carrying amount of the related debt instrument. DFC, discounts and premiums are amortized over the life of the related debt instrument or the life of such cost's respective service, if shorter, using the straight-line method, which closely approximates the effective yield method. Amortization of such DFC, discounts, and premiums, along with interest expense on the outstanding principal balance are recorded in "Interest and other debt financing expenses" on the Consolidated Statements of Operations. Unamortized DFC, discounts, and premiums related to any borrowings that are not a revolving credit facility are recorded as a reduction or addition to the carrying value of the Company's debt, titled "Deferred financing costs, net" on the Consolidated Statements of Assets and Liabilities. DFC related to a revolving credit facility are presented as an asset on the Consolidated Statements of Assets and Liabilities, titled "Deferred financing costs on credit facility," regardless of whether borrowings are outstanding. Accrued but unpaid interest is recorded in "Interest payable" on the Consolidated Statements of Assets and Liabilities. For more information, refer to "Note 7 – Borrowings."
Non-Accrual Investments
Debt investments are placed on non-accrual status when principal, interest, and other obligations become materially past due or when it is probable that principal, interest, or other obligations will not be collected in full. At the point of non-accrual, the Company will cease recognizing interest income on the debt investment until all principal and interest due have been paid or the Company believes the borrower has demonstrated the ability to repay its current and future contractual obligations. Additionally, any OID and ETP associated with the debt investment is no longer accreted to interest income as of the date the loan is placed on non-accrual status. Any payments received on non-accrual loans are first applied to principal prior to recovery of any forgone interest or ETP. Non-accrual loans are restored to accrual status when past due principal or interest is paid, and, in management's judgment, are likely to remain current. The Company may make exceptions to this policy if the investment has sufficient collateral value and is in the process of collection such that the Company will be made whole on the investment, inclusive of interest and ETP.
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 loans on non-accrual status as of September 30, 2026 and December 31, 2025 (in thousands):
|
|
Date of Non-Accrual |
|
Forgone Interest Income |
|
|
Forgone Accretion of OID and ETP |
|
|
Total Forgone Income |
|
|
Cost Basis |
|
|
Fair Value |
|
|
Fair Value as a % of Total Portfolio |
|||||||||||||
As of September 30, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Investment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Marley Spoon SE |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
% |
|||||||
Mingle Healthcare Solutions, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
% |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
As of December 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Investment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Mingle Healthcare Solutions, Inc. |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total |
|
|
|
$ |
|
|
|
$ |
|
- |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
% |
|||||
27
Table of Contents
Fair Value Measurements
The Company measures the value of its financial instruments at fair value in accordance with ASC Topic 820, Fair Value Measurement ("ASC 820"), issued by the FASB. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company's investment portfolio is reported at fair value on the Consolidated Statements of Assets and Liabilities. All assets and liabilities approximate fair value on the Consolidated Statements of Assets and Liabilities, with the exception of the Company's borrowings, which are reported at amortized cost. For more information on financial instruments reported at cost, refer to "Note 5 – Fair Value of Financial Instruments."
ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. ASC 820 also provides guidance regarding a fair value hierarchy, which prioritizes information used to measure fair value and the effect of fair value measurements on earnings and provides for enhanced disclosures determined by the level within the hierarchy of information used in the valuation. In accordance with ASC 820, these inputs are summarized in the three levels listed below:
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, a financial instrument's level within the fair value hierarchy is based on the lowest level of observable or unobservable input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the instrument.
Under ASC 820, the fair value measurement also assumes that the transaction to sell an asset or liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset, which may be a hypothetical market, and excludes transaction costs. The principal market for any asset or liability is the market with the greatest volume and level of activity for such asset or liability in which the reporting entity would or could sell or transfer the asset or liability. In determining the principal market for an asset or liability under ASC 820, it is assumed that the reporting entity has access to such market as of the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable and willing and able to transact.
Rule 2a-5 under the 1940 Act established additional requirements for determining the fair value of a BDC's 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 the Company adopted certain revisions to its valuation policies and procedures to comply with Rule 2a-5 and Rule 31a-4, the Company's board of directors (the "Board of Directors") has not elected to designate a valuation designee.
Investment Valuation Techniques
With respect to investments for which market quotations are not readily available, the Company undertakes a multi-step valuation process each quarter, as described below:
28
Table of Contents
The Company's investments are primarily loans made to and equity and warrants of small companies with potential for fast growth focused in technology, healthcare, business services, and other high-growth industries. These investments are generally considered Level 3 assets under ASC 820 because there is typically no known or accessible market or market indices for these types of debt and equity instruments and, thus, the Board of Directors must determine the fair value of these investment securities based on models utilizing unobservable inputs.
Where appropriate, the Company calibrates its valuation models and assumptions to relevant transaction prices and other available market information, including at initial investment or upon subsequent transactions. Such calibration may inform the valuation assumptions applied in subsequent periods, with adjustments made as appropriate to reflect changes in market conditions and investment-specific factors.
The Audit Committee assists the Board of Directors in reviewing the fair value of investments that are not publicly traded or for which current market values are not readily available. Investments for which market quotations are readily available are valued using market quotations, which are generally obtained from independent pricing services, broker-dealers or market makers. With respect to portfolio investments for which market quotations are not readily available, the Board of Directors, with the assistance of the Audit Committee, RGC and its valuation committee and independent valuation agents, is responsible for determining, in good faith, the fair value in accordance with the valuation policy approved by the Board of Directors. If more than one valuation method is used to measure fair value, the results are evaluated and weighted, as appropriate, considering the reasonableness of the range indicated by those results. The Company considers a range of fair values based upon the valuation techniques utilized and selects the value within that range that was most representative of fair value based on current market conditions as well as other factors RGC's valuation committee considers relevant.
The Board of Directors makes this fair value determination 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. 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. 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 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.
Debt Investments
To determine the fair value of the Company's debt investments, the Company compares the cost basis of the debt investment, which includes OID and ETP, to the resulting fair value determined using a discounted cash flow model, unless another model is more appropriate based on the circumstances at the measurement date. The discounted cash flow approach entails analyzing the interest rate spreads for recently completed financing transactions that are similar in nature to the Company's investments, in order to determine reasonable effective market interest rates for its investments. The range of interest rate spreads utilized is based on borrowers with similar credit profiles. All remaining expected cash flows of the investment are discounted using the calculated interest rate to determine a fair value for the debt investment.
This valuation process includes, among other factors, evaluating the underlying investment performance, the portfolio company's financial condition, enterprise value and existing capital structure, as well as the ability to raise additional capital, and macro-economic events that may impact valuations. These events include, but are not limited to, current market yields and interest rate spreads of similar securities as of the measurement date. Significant increases (decreases) in these unobservable inputs could result in significantly higher (lower) fair value measurements.
Under certain circumstances, the Company may use an alternative technique to value the debt investments that better reflects the fair value of the investment, such as the price paid or realized in a recently completed transaction or a binding offer received in an arms-length transaction, the use of multiple probability-weighted cash flow models when the expected future cash flows contain elements of variability, estimates of proceeds that would be received in a liquidation scenario, or active market quotes for institutionally traded debt.
Secured Borrowings
Secured borrowings are recorded at fair value. The fair value of a secured borrowing is determined using the same valuation methodology, assumptions and inputs used to value the underlying participated loan, as the Company's obligation to the participant is
29
Table of Contents
limited to the participant's pro rata share of amounts collected on that loan. Accordingly, the fair value of a secured borrowing reflects the participant's proportionate interest in the fair value of the underlying loan. Changes in the fair value of secured borrowings are recorded in "Net change in unrealized gain (loss) on secured borrowings" on the Consolidated Statements of Operations.
Warrants & Other Contractual Rights
Fair value of warrants is primarily determined using a Black Scholes option-pricing model. Privately held warrants and equity-related securities are valued based on an analysis of various factors including, but not limited to, the following:
Success fees are valued utilizing a scenario analysis. Fair value is determined based on the potential success fee proceeds under varied timing of liquidity events during the life of the success fee agreement. At each potential exit scenario, a probability is ascribed based on the current expectations of an exit event for the portfolio company. The probability weighted value at each respective exit date is discounted to a present value and summed together to arrive at the fair value.
Earnouts are considered contingent considerations. If a contingent consideration will result in cash proceeds, a scenario-based method is utilized. The value of the contingent consideration is determined based on the probability weighted value of the contingent consideration being achieved. If the contingent consideration is shares in a public company and based on the public stock price, the contingent consideration is valued using the barrier option pricing methodology, which utilizes the public company stock price and applicable discounts being considered in the valuation.
Royalties are valued utilizing either a discounted cash flow approach or a scenario analysis, as applicable. Under the discounted cash flow approach, fair value is determined based on the present value of the remaining expected royalty cash flows, discounted using an appropriate required rate of return. When future royalty proceeds are dependent on uncertain outcomes, a scenario-based method is utilized whereby potential future cash flows are estimated under various scenarios, probability weighted and discounted to present value to arrive at fair value.
30
Table of Contents
In certain cases, the Company may apply alternative valuation methods to more accurately estimate the fair value of warrants. These may include the Current Value Method or other approaches deemed appropriate under the circumstances. Such methods may be used when a warrant is expected to settle in the near term, includes a put feature, or when there is a recent arm's-length transaction or binding offer that provides relevant pricing information. Other approaches, such as a waterfall analysis or a model based on a warrant's redemption value, may also be considered. The Current Value Method determines the warrant's value based on its current redemption or liquidation value, considering the enterprise value and the rights and preferences of all debt and equity securities in the company's capital structure.
Foreign Currency Forward Contracts
In accordance with ASC 820, the Company measures these derivatives at fair value on a recurring basis using a market approach. The valuation technique relies on observable market inputs, including spot and forward exchange rates. The fair values are obtained through model-based pricing using inputs that are corroborated by market data and are classified as Level 2 within the fair value hierarchy.
Equity Investments
The fair value of an equity investment in a privately held company is initially equal to the amount invested. The Company adjusts the fair value of equity investments in private companies upon the completion of a new third-party round of equity financing subsequent to the Company's investment. The Company may make adjustments to fair value, absent a new equity financing event, based upon positive or negative changes in a portfolio company's financial or operational performance. The Company may also reference comparable transactions and/or secondary market transactions in connection with its determination of fair value. The fair value of an equity investment in a publicly traded company is based upon the closing public share price on the date of measurement. These assets are recorded at fair value on a recurring basis. Money market funds are valued based on the published net asset value per share on the day of valuation and are included in "Cash and cash equivalents" on the Consolidated Statements of Assets and Liabilities.
Under certain circumstances, the Company may use an alternative technique to value equity investments that better reflect the security's fair value, such as the Current Value Method and other techniques as determined to be appropriate. This may include an expected settlement of a security in the near term, a model that incorporates a put feature associated with the security, the price paid or realized in a recently completed transaction or binding offer received in an arms-length transaction, a waterfall approach, or a model based on the redemption value of a security. The Current Value Method concludes the value of the security based on the current redemption value or the current liquidation value, taking into account the concluded enterprise value and the rights and preferences of all the debt and equity securities that make up a company's capitalization.
Investment Classification
The Company classifies its investments by level of affiliation and control. As defined in the 1940 Act, investee companies are generally deemed as affiliated investments when a company or individual owns
Investments are recognized when the Company assumes an obligation to acquire a financial instrument and assumes the risks for gains or losses related to that instrument. Investments are derecognized when the Company assumes an obligation to sell a financial instrument and foregoes the risks for gains or losses related to that instrument. Specifically, the Company records all security transactions on a trade date basis. Investments in other, non-security financial instruments, such as limited partnerships or private companies, are recorded on the basis of subscription date or redemption date, as applicable. Amounts for investments recognized or derecognized but not yet settled will be reported as receivables for investments sold and payables for investments acquired, respectively, on the Consolidated Statements of Assets and Liabilities.
31
Table of Contents
Income Taxes
The Company elected to be treated as a RIC under subchapter M of the Code beginning with its taxable year ended December 31, 2016, currently qualifies as a RIC, and intends to qualify annually for the tax treatment applicable to RICs. A RIC generally is not subject to U.S. federal income taxes on distributed income and gains so long as it meets certain source-of-income and asset diversification requirements and it distributes at least 90% of its net ordinary income and net short-term capital gains in excess of its net long-term capital losses, if any, to its stockholders. So long as the Company maintains its status as a RIC, it generally will not be subject to U.S. federal income tax on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends. Rather, any tax liability related to income earned by the Company represents obligations of the Company's investors and will not be reflected in the consolidated financial statements of the Company. The Company intends to make sufficient distributions to maintain its RIC status each taxable year and it does not anticipate paying any material U.S. federal income taxes in the future.
Depending on the level of taxable income earned in a tax year, the Company may choose to carry forward such taxable income in excess of current year dividend distributions from such current year taxable income into the next tax year and pay a
Per Share Information
Basic and diluted earnings (loss) per common share is calculated using the weighted-average number of common shares outstanding for the period presented. For the three and nine months ended September 30, 2026 and 2025, basic and diluted earnings (loss) per share of common stock were the same because there were
Comprehensive Income
The Company reports all changes in comprehensive income in the Consolidated Statements of Operations. The Company did
Distributions
32
Table of Contents
Recently Adopted Accounting Principles
In November 2024, the FASB issued ASU 2024-04, Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments ("ASU 2024-04"), which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions. ASU 2024-04 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The Company
Recently Issued Accounting Pronouncements
On September 9, 2026, the FASB issued ASU 2026-03, Fair Value Measurement (Topic 820): Investment Companies with Equity Securities Subject to Contractual Sale Restrictions ("ASU 2026-03"), which amends the guidance in Topic 820 to require investment companies within the scope of ASC 946 to consider contractual sale restrictions, such as lock-up agreements, when measuring an equity security's fair value. The update requires investment companies to apply valuation discounts to reflect these restrictions and requires additional disclosures regarding their impact on fair value. The guidance in ASU 2026-03 is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years, with early adoption permitted. The Company plans to adopt the pronouncement for its fiscal year beginning January 1, 2028 and is currently evaluating the potential effect that the standard will have on the Company's consolidated financial statements and related disclosures.
On December 8, 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements ("ASU 2025-11"), which amends the guidance in ASC 270 to clarify and enhance certain interim reporting requirements, including improvements intended to increase consistency in the application of interim disclosure and recognition guidance. The amendments are designed to simplify the preparation of interim consolidated financial statements and improve the transparency of interim reporting. The guidance in ASU 2025-11 is effective for interim reporting periods within annual periods beginning after December 15, 2027, with early adoption permitted. The Company plans to adopt the pronouncement for its fiscal year beginning January 1, 2028 and is currently evaluating the potential effect that the standard will have on the Company's consolidated financial statements and related disclosures.
33
Table of Contents
Note 3 – Related Party Agreements and Transactions
Advisory Agreement
On May 27, 2021, the Company entered into the Second Amended and Restated Investment Advisory Agreement with RGC. On January 30, 2025, in connection with the closing of the BCP Transaction, the Company entered into the Third Amended and Restated Investment Advisory Agreement (the "Advisory Agreement") with RGC. Although the ownership of RGC changed in connection with the completion of the BCP Transaction, the management of RGC did not change, nor did the terms of the Advisory Agreement compared to the Second Amended and Restated Advisory Agreement.
Under the terms of the Advisory Agreement, RGC:
Pursuant to the Advisory Agreement, the Company pays RGC a fee for its investment advisory and management services consisting of
Base Management Fee
The base management fee is payable on the first day of each calendar quarter and is calculated on the Company's gross assets, which, for purposes of the Advisory Agreement, is defined as the Company's average daily gross assets, including assets purchased with borrowed funds or other forms of leverage, as of the end of the most recently completed fiscal quarter. The base management fee will be an amount equal to
For the three and nine months ended September 30, 2026, RGC earned base management fees at a rate of
34
Table of Contents
Incentive Fee
The incentive fee, which provides RGC with a share of the income that RGC generates for the Company, consists of an investment-income component and a capital-gains component, which are largely independent of each other, with the result that one component may be payable even if the other is not.
Under the investment-income component (the "Income Incentive Fee"), the Company pays RGC each quarter an incentive fee with respect to the Company's pre-incentive fee net investment income ("Pre-Incentive Fee NII"). The Income Incentive Fee is calculated and payable quarterly in arrears based on the Pre-Incentive Fee NII for the immediately preceding fiscal quarter. Payments based on Pre-Incentive Fee NII will be based on the Pre-Incentive Fee NII earned for the quarter. For this purpose, Pre-Incentive Fee NII means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence, managerial and consulting fees or other fees that the Company receives from portfolio companies) accrued by the Company during the fiscal quarter, minus the Company's operating expenses for the quarter (including the base management fee, expenses payable under the amended and restated administration agreement with the Administrator, and any dividends paid on any issued and outstanding preferred stock/units, but excluding the incentive fee). Pre-Incentive Fee NII includes, in the case of investments with a deferred interest feature (such as OID and ETP accretion, debt instruments with PIK interest and zero coupon securities), accrued income the Company has not yet received in cash; provided, however, that the portion of the Income Incentive Fee attributable to deferred interest features will be paid, only if and to the extent received in cash, and any accrual thereof will be reversed if and to the extent such interest is reversed in connection with any write off or similar treatment of the investment giving rise to any deferred interest accrual, applied in each case in the order such interest was accrued. Such subsequent payments in respect of previously accrued income will not reduce the amounts payable for any quarter pursuant to the calculation of the Income Incentive Fee described above. Pre-Incentive Fee NII does not include any realized or unrealized capital gains (losses).
Pre-Incentive Fee NII, expressed as a rate of return on the value of the Company's net assets (defined as total assets less liabilities) at the end of the immediately preceding fiscal quarter, will be compared to a "hurdle rate" of
Under the capital gains component of the incentive fee (the "Capital Gains Fee"), the Company will pay RGC, as of the end of each calendar year,
For the three months ended September 30, 2026, RGC earned incentive fees of $
For the nine months ended September 30, 2026, RGC earned incentive fees of $
35
Table of Contents
All incentive fees accrued and generated from deferred interest (i.e., PIK and certain ETP accretion) are not payable until receipt of associated cash by the Company, at which time the incentive fees are recategorized from deferred incentive fees payable to cash incentive fees payable. All figures presented for the three and nine months ended September 30, 2026 and 2025 are net of such recategorizations during the respective period.
As of September 30, 2026, $
The capital gains incentive fee consists of fees related to realized gains and losses and unrealized capital losses. As of September 30, 2026 and December 31, 2025, there were
Administration Agreement
The Company reimburses the Administrator for the allocable portion of overhead expenses incurred by the Administrator in performing its obligations under the amended and restated administration agreement with the Administrator (the "Administration Agreement"), including furnishing the Company with office facilities, equipment and clerical, bookkeeping and recordkeeping services at such facilities, as well as providing other administrative services. In addition, the Company reimburses the Administrator for the fees and expenses associated with performing compliance functions, and the Company's allocable portion of the compensation of the Company's Chief Financial Officer, Chief Compliance Officer and their respective support staff, as well as any expenses paid by the Administrator on the Company's behalf.
For the three months ended September 30, 2026, the Company incurred $
For the nine months ended September 30, 2026, the Company incurred $
As of September 30, 2026, the Company had accrued a payable to the Administrator of $
License Agreement
The Company has entered into a license agreement with RGC (the "License Agreement") pursuant to which RGC has granted the Company a personal, non-exclusive, royalty-free right and license to use the name "Runway Growth Finance." Under the License Agreement, the Company has the right to use the "Runway Growth Finance" name, so long as RGC or one of its affiliates remains the Company's investment adviser. Other than with respect to this limited license, the Company has no legal right to the "Runway Growth Finance" name.
36
Table of Contents
Runway-Cadma I LLC
In March 2024, the Company entered into a joint venture agreement with Cadma to create and co-manage Runway-Cadma I LLC, also referred to as the JV. The JV entered into a senior secured revolving credit facility with Apollo Capital Management, L.P. ("Apollo Credit Facility"), which provides for borrowings of up to $
During the three and nine months ended September 30, 2026 and 2025, the Company's capital activity to and from the JV was as follows (in thousands):
|
Three Months Ended September 30, 2026 |
|
|
Three Months Ended September 30, 2025 |
|
|
Nine Months Ended |
|
|
Nine Months Ended |
|
||||||||
|
|
|
|
||||||||||||||||
Contributions |
$ |
|
- |
|
|
$ |
|
|
|
$ |
|
- |
|
|
$ |
|
|
||
Return of capital |
|
|
- |
|
|
|
|
- |
|
|
|
|
|
|
|
|
- |
|
|
Distributions |
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
- |
|
||
There were
|
The Company |
|
|
Cadma |
|
|
Total JV |
|
||||||
As of September 30, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|||
Net asset value |
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||
Commitments |
|
|
|
|
|
|
|
|
|
|
|
|||
Contributed capital |
|
|
|
|
|
|
|
|
|
|
|
|||
Return of capital |
|
|
( |
) |
|
|
|
( |
) |
|
|
|
( |
) |
Unfunded commitments |
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||
As of December 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|||
Net asset value |
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||
Commitments |
|
|
|
|
|
|
|
|
|
|
|
|||
Contributed capital |
|
|
|
|
|
|
|
|
|
|
|
|||
Return of capital |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
Unfunded commitments |
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|||
As of September 30, 2026, the JV had two debt investments with an aggregate fair value of $
37
Table of Contents
Relationship with Oaktree Capital Management, L.P. and OCM Growth Holdings
In December 2016, the Company and RGC entered into a strategic relationship with Oaktree Capital Management, L.P. ("Oaktree"). In connection with the relationship, OCM Growth Holdings, LLC ("OCM Growth"), an affiliate of Oaktree, purchased an aggregate of
In connection with OCM Growth's commitment, the Company entered into a stockholder agreement, dated December 15, 2016, with OCM Growth, pursuant to which OCM Growth has a right to designate a nominee for election to the Board of Directors for so long as OCM Growth holds shares of the Company's common stock in an amount equal to, in the aggregate, at least one-third (
Key Stockholder Agreement
See "Note 13 – Acquisition of SWK Holdings Corporation" for a discussion of the Key Stockholder Agreement (as defined therein).
38
Table of Contents
Note 4 – Investments
Control and Affiliate Investments
The Company classifies its investment portfolio by level of affiliation and control in accordance with the requirements of the 1940 Act. As defined in the 1940 Act, investee companies are generally deemed as affiliated investments when a company or individual owns
The Company's affiliate and control investments as of September 30, 2026, along with the transactions during the nine months ended September 30, 2026, are as follows (in thousands):
|
|
|
|
|
|
For the Nine Months Ended September 30, 2026 |
|
||||||||||||||||||||||||||||||||
Portfolio Company |
|
Investment |
|
Investment Income Earned 2026 |
|
|
Fair Value as of December |
|
|
Gross |
|
|
Gross |
|
|
Net Realized Gain (Loss) |
|
|
Net Change in Unrealized Gain (Loss) |
|
|
Fair Value as of September 30, 2026(3) |
|
||||||||||||||||
Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Coginiti Corp |
|
Common Stock |
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
Total Equity Investments |
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Coginiti Corp |
|
Common Stock |
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
Total Warrants |
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|||
Total Affiliate Investments |
|
$ |
|
- |
|
|
$ |
|
- |
|
|
$ |
|
- |
|
|
$ |
|
- |
|
|
$ |
|
- |
|
|
$ |
|
- |
|
|
$ |
|
- |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Control Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Pivot3, Inc. |
|
|
|
|
- |
|
|
|
|
|
|
|
|
- |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
( |
) |
|
|
|
- |
|
||||
|
Runway-Cadma I LLC |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
( |
) |
|
|
|
- |
|
|
|
|
( |
) |
|
|
|
|
|||||
|
Total Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|||||||
Total Control Investments |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
- |
|
|
$ |
|
( |
) |
|
$ |
|
|
|
$ |
|
( |
) |
|
$ |
|
|
||||||||
39
Table of Contents
The Company's affiliate and control investments as of December 31, 2025, along with the transactions during the year ended December 31, 2025, are as follows (in thousands):
|
|
|
|
|
|
For the Year Ended December 31, 2025 |
|
||||||||||||||||||||||||||||||||
Portfolio Company |
|
Investment |
|
Investment Income Earned 2025 |
|
|
Fair Value as of December |
|
|
Gross |
|
|
Gross |
|
|
Net Realized Gain (Loss) |
|
|
Net Change in Unrealized Gain (Loss) |
|
|
Fair Value as of December 31, 2025(3) |
|
||||||||||||||||
Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Debt Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Gynesonics, Inc. - |
|
SOFR+ |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
- |
|
|
$ |
|
( |
) |
|
$ |
|
- |
|
|
$ |
|
( |
) |
|
$ |
|
- |
|
|||
|
Total Debt Investments |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
( |
) |
|
|
|
- |
|
|
|
|
( |
) |
|
|
|
- |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Coginiti Corp |
|
Common Stock |
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
Gynesonics, Inc. |
|
Series A-2 Preferred Stock |
|
|
|
- |
|
|
|
|
|
|
|
|
- |
|
|
|
|
( |
) |
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
||
|
|
|
Series A-1 Preferred Stock |
|
|
|
- |
|
|
|
|
|
|
|
|
- |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
( |
) |
|
|
|
- |
|
|||
|
Total Equity Investments |
|
|
|
- |
|
|
|
|
|
|
|
|
- |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
( |
) |
|
|
|
- |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Coginiti Corp |
|
Common Stock |
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
Gynesonics, Inc. |
|
Success fee |
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
- |
|
||
|
Total Warrants |
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
- |
|
||||
Total Affiliate Investments |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
- |
|
|
$ |
|
( |
) |
|
$ |
|
|
|
$ |
|
( |
) |
|
$ |
|
- |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Control Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Pivot3, Inc. |
|
|
|
|
- |
|
|
|
|
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|||||
|
Runway-Cadma I LLC |
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
||||||
|
Total Equity Investments |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|||||||
Total Control Investments |
|
$ |
|
- |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
- |
|
|
$ |
|
- |
|
|
$ |
|
|
|
$ |
|
|
||||||||
40
Table of Contents
Portfolio Composition
The following table shows the fair value of the Company's portfolio of investments by geographic region as of September 30, 2026 and December 31, 2025 (in thousands):
|
|
September 30, 2026 |
|
December 31, 2025 |
||||||||||||||||
Geographic Region |
|
Investments at Fair Value |
|
|
Percentage of Net Assets |
|
Investments at Fair Value |
|
|
Percentage of Net Assets |
||||||||||
United States |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Western United States |
|
$ |
|
|
|
|
|
% |
|
$ |
|
|
|
|
|
% |
||||
Northeastern United States |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Midwestern United States(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Northwestern United States |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
South Central United States |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Southeastern United States |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Multi-Region Holdings(1) (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total United States |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Germany |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
United Kingdom |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Netherlands |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Australia |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
||
Canada |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
|
|
|
% |
|
$ |
|
|
|
|
|
% |
||||
The following table shows the fair value of the Company's portfolio of investments by industry using the Global Industry Classification Standard as of September 30, 2026 and December 31, 2025 (in thousands):
|
|
September 30, 2026 |
|
December 31, 2025 |
||||||||||||||||
Industry |
|
Investments at Fair Value |
|
|
Percentage of Net Assets |
|
Investments at Fair Value |
|
|
Percentage of Net Assets |
||||||||||
Application Software |
|
$ |
|
|
|
|
|
% |
|
$ |
|
|
|
|
|
% |
||||
Pharmaceutical, Biotechnology & Life Sciences |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Health Care Equipment & Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Financial Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commercial & Professional Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Technology Hardware & Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Household & Personal Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Consumer Staples Distribution & Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Consumer Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Media & Entertainment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Systems Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Multi-Sector Holdings(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
|
|
|
% |
|
$ |
|
|
|
|
|
% |
||||
41
Table of Contents
Derivative Financial Instruments
In the normal course of business, the Company may utilize derivative contracts in connection with its investment activities. Investments in derivative contracts are subject to additional risks that can result in a loss of all or part of an investment. The Company's derivative activities and exposure to derivative contracts primarily involve equity price risks. In addition to the primary underlying risk, additional counterparty risk exists due to the potential inability of counterparties to meet the terms of their contracts.
The Company may also hold warrants and other contractual rights, including royalty interests, earnouts, success fees, contingent payment rights and similar securities, in connection with its investment activities. Warrants provide exposure and potential gains upon increases in the portfolio company's equity value. A warrant has a limited life and expires on a certain date. As a warrant's expiration date approaches, the time value of the warrant will decline. In addition, if the stock underlying the warrant declines in price, the intrinsic value of the warrant will decline. Further, if the price of the stock underlying the warrant does not exceed the strike price of the warrant on the expiration date, the warrant will expire worthless. As a result, there is the potential for the entire value of an investment in a warrant to be lost.
Other contractual rights generally represent contractual arrangements that provide the Company with the right to receive cash, equity or other consideration upon the occurrence of specified future events or based on specified contractual terms. The value of these instruments may be impacted by, among other factors, the operating performance of the related portfolio company, the achievement of milestones or other contractual conditions, changes in expected future cash flows, and the ability of counterparties to perform under the relevant agreements. As a result, there is the potential for all or part of the value of an investment in other contractual rights to be lost.
The Company's volume of warrant and other contractual rights investment activity is closely correlated to its primary senior secured loans to portfolio companies. Counterparty risk exists from the potential failure of an issuer or counterparty to settle or otherwise perform under the relevant agreements. The maximum risk of loss from counterparty risk is the fair value of the securities and the purchase price of the warrants and other contractual rights. The Board of Directors considers the effects of counterparty risk when determining the fair value of its investments in warrants and other contractual rights.
For the three and nine months ended September 30, 2026, the Company had a net realized gain (loss) of $
During the nine months ended September 30, 2026, the Company's foreign currency forward contract to sell £
The following table shows the Company's outstanding foreign currency forward contracts as of December 31, 2025 (in thousands):
Foreign Currency |
|
Counterparty |
|
Maturity Date |
|
Notional Amount to be Sold (£) |
|
|
Notional Amount to be Purchased ($) |
|
|
Unrealized Gain |
|
||||
British Pound Sterling (GBP) |
|
Canadian Imperial Bank of Commerce |
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Total |
|
|
|
|
|
|
|
|
|
|
|
$ |
|
( |
) |
||
42
Table of Contents
Offsetting of Derivative Instruments
The Company had derivative instruments that were subject to master netting arrangements. These arrangements include provisions to offset positions with the same counterparty in the event of default by either party. The Company's unrealized loss on derivative instruments was recorded in "Foreign currency forward contracts" on the Consolidated Statements of Assets and Liabilities. As of September 30, 2026, the Company had
The following table presents the Company's liabilities related to derivatives by counterparty, net of amounts available for offset under a master netting arrangement and net of any collateral received or pledged by the Company for such assets and liabilities as of December 31, 2025 (in thousands):
Counterparty |
|
Derivative Liabilities Subject to Master Netting Agreement |
|
|
Derivatives Available |
|
|
Non-cash |
|
|
Cash Collateral Pledged |
|
|
Net Amount of Derivative Liabilities (1) |
|
||||||||||
Canadian Imperial Bank of Commerce |
|
$ |
|
( |
) |
|
$ |
|
- |
|
|
$ |
|
- |
|
|
$ |
|
- |
|
|
$ |
|
( |
) |
Total |
|
$ |
|
( |
) |
|
$ |
|
- |
|
|
$ |
|
- |
|
|
$ |
|
- |
|
|
$ |
|
( |
) |
43
Table of Contents
Note 5 – Fair Value of Financial Instruments
The Company's assets recorded at fair value have been categorized based upon a fair value hierarchy in accordance with ASC 820. Refer to "Note 2 – Summary of Significant Accounting Policies" for a discussion of the Company's policies.
Investments measured at fair value on a recurring basis are categorized in the tables below based upon the lowest level of significant input to the valuations as of September 30, 2026 and December 31, 2025 (in thousands):
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Measured at Net Asset Value(1) |
|
|
Total |
|
||||||||||
As of September 30, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Portfolio Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Senior Secured Loans |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|||||
Second Lien Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Subordinated Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Preferred Stock/Units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Common Stock/Units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Equity Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Warrants & Other Contractual Rights |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total Portfolio Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
As of December 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Portfolio Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Senior Secured Loans |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|||||
Second Lien Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Preferred Stock/Units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Common Stock/Units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Equity Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Warrants & Other Contractual Rights |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total Portfolio Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Foreign Currency Forward Contract |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Total |
|
$ |
|
|
|
$ |
|
( |
) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
||||
The Company transfers investments in and out of Levels 1, 2 and 3 as of the beginning balance sheet date, based on changes in the use of observable and unobservable inputs utilized to perform the valuation for the period. During the three and nine months ended September 30, 2026, the Company did not have any transfers of investments between levels. During the nine months ended September 30, 2025, the Company's preferred stock investment in CareCloud, Inc., valued at $
44
Table of Contents
The following table presents a rollforward of Level 3 assets measured at fair value as of September 30, 2026 (in thousands):
|
|
Senior Secured Loans |
|
|
|
Second Lien |
|
|
|
Subordinated Debt |
|
|
|
Preferred |
|
|
|
Common |
|
|
|
Equity Interest |
|
|
|
Warrants & Other Contractual Rights |
|
|
Total |
|
|||||||||
Fair value at December 31, 2025 |
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
||||||||
Transfers in (out) of Level 3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Purchases of investments(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
PIK interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sales or prepayments of investments(1) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
( |
) |
|
|
|
( |
) |
||||
Scheduled principal repayments of investments |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||
Amortization of fixed income premiums or accretion of discounts and ETP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net realized gain (loss) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||
Net change in unrealized gain (loss) |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
( |
) |
|
|
|
( |
) |
|
|
|
( |
) |
|
|
|
( |
) |
|
|
|
|
|||
Fair value at September 30, 2026 |
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
||||||||
Net change in unrealized gain (loss) on Level 3 investments still held as of September 30, 2026 |
$ |
|
|
|
$ |
|
|
|
$ |
|
( |
) |
|
$ |
|
( |
) |
|
$ |
|
( |
) |
|
$ |
|
|
|
$ |
|
( |
) |
|
$ |
|
( |
) |
|||
The following table presents a rollforward of Level 3 assets measured at fair value as of September 30, 2025 (in thousands):
|
|
Senior Secured Loans |
|
|
|
Second Lien |
|
|
|
Convertible Notes |
|
|
|
Preferred |
|
|
|
Common |
|
|
|
Equity Interest |
|
|
|
Warrants & Other Contractual Rights |
|
|
Total |
|
|||||||||
Fair value at December 31, 2024 |
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
||||||||
Transfers in (out) of Level 3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Purchases of investments(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
PIK interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sales or prepayments of investments |
|
|
( |
) |
|
|
|
|
|
|
|
( |
) |
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Scheduled repayments of investments |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||
Amortization of fixed income premiums or accretion of discounts and ETP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net realized gain (loss) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
||||||
Net change in unrealized gain (loss) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
( |
) |
||||
Fair Value at September 30, 2025 |
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
||||||||
Net change in unrealized gain (loss) on Level 3 investments still held as of September 30, 2025 |
$ |
|
( |
) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
( |
) |
|
$ |
|
|
|
$ |
|
( |
) |
|
$ |
|
( |
) |
|
$ |
|
( |
) |
|||
45
Table of Contents
The following table provides quantitative information regarding Level 3 fair value measurements as of September 30, 2026 (in thousands):
Description |
|
Fair Value |
|
|
Valuation Technique |
|
Unobservable Inputs |
|
Range (Weighted Average) |
||
Senior Secured Loans(1) |
|
$ |
|
|
|
Discounted Cash Flows |
|
Discount rate |
|
||
|
|
|
|
|
|
|
Origination yield |
|
|||
|
|
|
|
|
|
|
|
Revenue multiples |
|
||
|
|
|
|
|
|
PWERM (3) |
|
Discount rate |
|
||
|
|
|
|
|
|
|
|
Origination yield |
|
||
|
|
|
|
|
|
|
|
Revenue multiples |
|
||
Second Lien Loans(1) |
|
|
|
|
|
Discounted Cash Flows |
|
Discount rate |
|
||
|
|
|
|
|
|
|
Origination yield |
|
|||
|
|
|
|
|
|
|
|
Revenue Multiples |
|
||
Subordinated Debt |
|
|
|
|
|
PWERM (3) |
|
Discount rate |
|
||
|
|
|
|
|
|
|
Origination yield |
|
|||
|
|
|
|
|
|
|
|
Revenue Multiples |
|
||
Preferred Stock/Units |
|
|
|
|
|
Discounted Cash Flows |
|
Discount rate |
|
||
|
|
|
|
|
|
Current Value Method (5) |
|
Risk-free interest rate |
|
||
|
|
|
|
|
|
|
|
Average industry volatility |
|
||
|
|
|
|
|
|
|
|
Estimated time to exit |
|
||
|
|
|
|
|
|
Option Pricing Model |
|
Risk-free interest rate |
|
||
|
|
|
|
|
|
|
Average industry volatility |
|
|||
|
|
|
|
|
|
|
|
Estimated time to exit |
|
||
|
|
|
|
|
|
|
|
Revenue multiples |
|
||
|
|
|
|
|
|
PWERM (3) |
|
Risk-free interest rate |
|
||
|
|
|
|
|
|
|
|
Average industry volatility |
|
||
|
|
|
|
|
|
|
|
Estimated time to exit |
|
||
|
|
|
|
|
|
|
|
Revenue multiples |
|
||
Common Stock/Units |
|
|
|
|
|
Option Pricing Model |
|
Risk-free interest rate |
|
||
|
|
|
|
|
|
|
|
Average industry volatility |
|
||
|
|
|
|
|
|
|
|
Estimated time to exit |
|
||
|
|
|
|
|
|
|
|
Revenue multiples |
|
||
Warrants & Other Contractual Rights(2) |
|
|
|
|
|
Option Pricing Model |
|
Risk-free interest rate |
|
||
|
|
|
|
|
|
|
|
Average industry volatility |
|
||
|
|
|
|
|
|
|
|
Estimated time to exit |
|
||
|
|
|
|
|
|
|
|
Revenue multiples |
|
||
|
|
|
|
|
|
Discounted Cash Flows(4) |
|
Discount rate |
|
||
|
|
|
|
|
|
Current Value Method (5) |
|
N/A |
|
N/A |
|
|
|
|
|
|
|
PWERM (3) |
|
N/A |
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Level 3 Investments |
|
$ |
|
|
|
|
|
|
|
|
|
46
Table of Contents
The following table provides quantitative information regarding Level 3 fair value measurements as of December 31, 2025 (in thousands):
Description |
|
Fair Value |
|
|
Valuation Technique |
|
Unobservable Inputs |
|
Range (Weighted Average) |
||
Senior Secured Loans(1) |
|
$ |
|
|
|
Discounted Cash Flows |
|
Discount rate |
|
||
|
|
|
|
|
|
|
Origination yield |
|
|||
|
|
|
|
|
|
|
|
Revenue multiples |
|
||
|
|
|
|
|
|
PWERM |
|
Discount rate |
|
||
|
|
|
|
|
|
|
|
Origination yield |
|
||
|
|
|
|
|
|
|
|
Revenue multiples |
|
||
Second Lien Loans(1) |
|
|
|
|
|
Discounted Cash Flows |
|
Discount rate |
|
||
|
|
|
|
|
|
|
Origination yield |
|
|||
|
|
|
|
|
|
|
|
Revenue Multiples |
|
||
Preferred Stock/Units |
|
|
|
|
|
Current Value Method (5) |
|
Risk-free interest rate |
|
||
|
|
|
|
|
|
|
|
Average industry volatility |
|
||
|
|
|
|
|
|
|
|
Estimated time to exit |
|
||
|
|
|
|
|
|
Option Pricing Model |
|
Risk-free interest rate |
|
||
|
|
|
|
|
|
|
|
Average industry volatility |
|
||
|
|
|
|
|
|
|
|
Estimated time to exit |
|
||
|
|
|
|
|
|
|
|
Revenue multiples |
|
||
Common Stock/Units |
|
|
|
|
|
Option Pricing Model |
|
Risk-free interest rate |
|
||
|
|
|
|
|
|
|
|
Average industry volatility |
|
||
|
|
|
|
|
|
|
|
Estimated time to exit |
|
||
Equity Interest |
|
|
|
|
|
PWERM (4) |
|
N/A |
|
N/A |
|
Warrants & Other Contractual Rights(2) |
|
|
|
|
|
Option Pricing Model |
|
Risk-free interest rate |
|
||
|
|
|
|
|
|
|
|
Average industry volatility |
|
||
|
|
|
|
|
|
|
|
Estimated time to exit |
|
||
|
|
|
|
|
|
|
|
Revenue multiples |
|
||
|
|
|
|
|
|
PWERM (3) |
|
N/A |
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Level 3 Investments |
|
$ |
|
|
|
|
|
|
|
|
|
Level 3 Liabilities
As of September 30, 2026 and December 31, 2025, the Company's only liabilities classified as Level 3 were its secured borrowings. The Company has elected the fair value option under ASC 825 for its secured borrowings. These arise from the sale of a participation in a portion of a portfolio company loan that did not qualify for sale accounting under ASC 860 (see "Note 2 – Summary of Significant Accounting Policies, Secured Borrowings"). The Company elected the fair value option so that the secured borrowing and the related participated loan, which is carried at fair value, are measured on the same basis.
Secured borrowings are measured at fair value on a recurring basis and are classified as Level 3 within the fair value hierarchy. As of September 30, 2026 and December 31, 2025, the fair value of the Company's secured borrowings was $
47
Table of Contents
million and a net change in unrealized loss of $
The Company's obligation to the participant is limited to amounts collected on the participated portion of the underlying loan. Accordingly, the fair value of the secured borrowings is determined using the same discounted cash flow model and inputs used to value that portion of the loan, and none of the change in fair value was attributable to changes in the Company's own credit risk. As of September 30, 2026, the significant unobservable inputs were a discount rate of
Fair Value of Financial Instruments Reported at Cost
The Company records its debt at amortized cost on the Consolidated Statements of Assets and Liabilities. The fair values of the Company's Credit Facility, April 2028 Notes and December 2029 Notes (each defined in "Note 7 – Borrowings") are estimated using Level 3 inputs, which involves discounting the remaining payments based on comparable market rates for similar instruments as of the measurement date. The SWK 2027 Notes, July 2027 Notes, and February 2031 Notes are publicly traded on NASDAQ and are valued using Level 1 inputs, reflecting the most recent market prices of $
The following table provides additional information about the approximate fair value and level in the fair value hierarchy of the Company's outstanding borrowings as of September 30, 2026 and December 31, 2025 (in thousands):
|
|
|
|
|
Fair Value Hierarchy |
||||||||||
|
|
Carrying Value (1) |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
|||||
As of September 30, 2026 |
|||||||||||||||
Credit Facility |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
||||||
SWK 2027 Notes |
|
|
|
|
|
|
|
|
|
||||||
July 2027 Notes |
|
|
|
|
|
|
|
|
|
||||||
April 2028 Notes |
|
|
|
|
|
|
|
|
|
||||||
December 2029 Notes |
|
|
|
|
|
|
|
|
|
||||||
February 2031 Notes |
|
|
|
|
|
|
|
|
|
||||||
Total |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2025 |
|||||||||||||||
Credit Facility |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
||||||
April 2026 Notes |
|
|
|
|
|
|
|
|
|
||||||
July 2027 Notes |
|
|
|
|
|
|
|
|
|
||||||
December 2027 Notes |
|
|
|
|
|
|
|
|
|
||||||
April 2028 Notes |
|
|
|
|
|
|
|
|
|
||||||
Total |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|||||
48
Table of Contents
Note 6 – Concentration of Credit Risk
In the normal course of business, the Company maintains its cash balances at large, high credit-quality financial institutions, which at times may exceed federally insured limits. The Company is subject to credit risk to the extent that any financial institution with which it conducts business is unable to fulfill contractual obligations on its behalf. The Company monitors the financial condition of those financial institutions and believes that risk of loss associated with any uninsured balance is remote.
In the event that a portfolio company completely fails to perform according to the terms of their loan agreement, the amount of loss due to credit risk from the Company's investments would equal the sum of the Company's recorded investments in the portfolio company and the portion of unfunded commitments currently eligible to be drawn. Refer to "Note 8 – Commitments, Contingencies, and Off-Balance Sheet Arrangements" for a summary of the aggregate balance of unfunded commitments as of September 30, 2026. The Company predominantly collateralizes its investments by obtaining a first priority security interest in a portfolio company's assets, which may include its intellectual property.
As of September 30, 2026 and December 31, 2025, the Company's
49
Table of Contents
Note 7 – Borrowings
The following table shows the Company's borrowings as of September 30, 2026 and December 31, 2025 (in thousands):
|
|
Total Commitment |
|
|
Face Value |
|
|
Unamortized DFC, Discounts and Premiums, net |
|
|
Carrying Value |
|
||||||||
As of September 30, 2026 |
|
|||||||||||||||||||
Credit Facility |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
( |
) |
|
$ |
|
|
|||
SWK 2027 Notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
July 2027 Notes |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|||
April 2028 Notes |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|||
December 2029 Notes |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|||
February 2031 Notes |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|||
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
( |
) |
|
$ |
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
As of December 31, 2025 |
|
|||||||||||||||||||
Credit Facility |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
( |
) |
|
$ |
|
|
|||
April 2026 Notes |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|||
July 2027 Notes |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|||
December 2027 Notes |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|||
April 2028 Notes |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|||
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
( |
) |
|
$ |
|
|
|||
For the three months ended September 30, 2026 and 2025, the components of interest expense, net amortization of DFC, discounts and premiums, and unused fees on the Credit Facility (as defined below), and any other costs associated with the Company's borrowings were as follows (in thousands):
|
|
Interest Expense |
|
|
Amortization of |
|
|
Unused Facility and |
|
|
Total Interest and Other Debt Financing Expenses |
|
|
Weighted Average |
|||||||||||
Three Months Ended September 30, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Credit Facility |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
% |
|||||
SWK 2027 Notes |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
July 2027 Notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
April 2028 Notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
December 2029 Notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
February 2031 Notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
% |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Three Months Ended September 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Credit Facility |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
% |
|||||
April 2026 Notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
December 2026 Notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
July 2027 Notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
August 2027 Notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
December 2027 Notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
April 2028 Notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
% |
|||||
50
Table of Contents
For the nine months ended September 30, 2026 and 2025, the components of interest expense, net amortization of DFC, discounts and premiums, and unused fees on the Credit Facility (as defined below), and any other costs associated with the Company's borrowings were as follows (in thousands):
|
|
Interest Expense |
|
|
Amortization of |
|
|
Unused Facility and |
|
|
Total Interest and Other Debt Financing Expenses |
|
|
Weighted Average |
|||||||||||
Nine Months Ended September 30, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Credit Facility |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
% |
|||||
April 2026 Notes |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
||||
SWK 2027 Notes |
|
|
|
|
|
|
|
( |
) |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|||
July 2027 Notes |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
||||
December 2027 Notes |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
||||
April 2028 Notes |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
||||
December 2029 Notes |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
||||
February 2031 Notes |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
% |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Nine Months Ended September 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Credit Facility |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
% |
|||||
April 2026 Notes |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
||||
December 2026 Notes |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
||||
July 2027 Notes |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
||||
August 2027 Notes |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
||||
December 2027 Notes |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
||||
April 2028 Notes |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
% |
|||||
51
Table of Contents
Credit Facility
On April 20, 2022, the Company entered into an amended and restated credit agreement with KeyBank National Association, acting as administrative agent, CIBC Bank USA and MUFG Union Bank, N.A. as co-documentation agents, the guarantors party thereto and syndication agent and the other lenders party thereto, which initially provided the Company with a $
As of September 30, 2026, the Company had $
Borrowings under the Credit Facility bear interest on a per annum rate equal to Adjusted Term SOFR plus an applicable margin rate that ranges from
The Credit Facility is collateralized by all eligible investment assets held by the Company. The Credit Facility contains representations, warranties, and affirmative and negative covenants customary for secured financings of this type, including certain financial covenants such as a consolidated tangible net worth requirement and a required asset coverage ratio. For all periods presented, the Company was in compliance with all such covenants.
For the three and nine months ended September 30, 2026, the weighted average outstanding principal balance was $
2026 Notes
On December 10, 2021, the Company entered into a master note purchase agreement, completing a private debt offering of $
Aggregate costs in connection with the April 2026 Notes issuance were $
52
Table of Contents
2027 Notes
SWK 2027 Notes
On April 6, 2026, the Company entered into a third supplemental indenture (the "Third Supplemental Indenture") by and between the Company and Wilmington Trust, National Association (the "SWK Trustee"), effective as of the closing of the SWK Acquisition (as defined in "Note 13 – Acquisition of SWK Holdings Corporation"). The Third Supplemental Indenture relates to the Company's assumption of $
Pursuant to the Third Supplemental Indenture, the Company expressly assumed the obligations of SWK for the due and punctual payment of the principal and interest on all the SWK 2027 Notes, and the due and punctual performance and observance of all of the covenants and conditions of the indenture, dated October 3, 2023, by and between SWK and the SWK Trustee, as amended by the First Supplemental Indenture, dated as of October 3, 2023, and the Second Supplemental Indenture, dated as of April 6, 2026. In accordance with ASC 805-50, the liability was assumed at fair value and therefore a premium of $
Interest on the SWK 2027 Notes is due quarterly in arrears on March 31, June 30, September 30 and December 31 of each year. The SWK 2027 Notes may be redeemed in whole or in part at any time or from time to time at the Company's option at a redemption price of (i) $
Please refer to "Note 14 – Subsequent Events" for additional information regarding the SWK 2027 Notes.
July 2027 Notes
On July 28, 2022, the Company issued and sold $
Aggregate costs in connection with the July 2027 Notes issuance, including the underwriter's discount and commissions, were $
53
Table of Contents
August 2027 Notes
On August 31, 2022, the Company completed a private debt offering of $
December 2027 Notes
On December 7, 2022, the Company issued and sold $
On March 5, 2026, the Company redeemed in full the $
2028 Notes
April 2028 Notes
On April 7, 2025, the Company completed a private debt offering of $
54
Table of Contents
2029 Notes
December 2029 Notes
On May 29, 2026, the Company issued and sold $
2031 Notes
February 2031 Notes
On February 3, 2026, the Company issued and sold $
55
Table of Contents
Note 8 – Commitments, Contingencies, and Off-Balance Sheet Arrangements
Commitments
The following table provides the Company's contractual obligations as of September 30, 2026 and December 31, 2025 (in thousands):
|
|
Payments Due by Period (1) |
|
||||||||||||||||||||||
|
|
Less than 1 Year |
|
|
|
1-3 years |
|
|
|
3-5 years |
|
|
More than 5 Years |
|
|
Total |
|
||||||||
As of September 30, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Borrowings (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Credit Facility |
|
$ |
|
- |
|
|
$ |
|
|
|
$ |
|
- |
|
|
$ |
|
- |
|
|
$ |
|
|
||
2027 Notes |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
|
|||
2028 Notes |
|
|
|
- |
|
|
|
|
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
|
||
2029 Notes |
|
|
|
- |
|
|
|
|
- |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
||
2031 Notes |
|
|
|
- |
|
|
|
|
- |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
||
Total Borrowings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
||||
Deferred Incentive Fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|||||
As of December 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Borrowings (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Credit Facility |
|
$ |
|
- |
|
|
$ |
|
- |
|
|
$ |
|
|
|
$ |
|
- |
|
|
$ |
|
|
||
2026 Notes |
|
|
|
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
|
||
2027 Notes |
|
|
|
- |
|
|
|
|
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
|
||
2028 Notes |
|
|
|
- |
|
|
|
|
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
|
||
Total Borrowings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
||||
Deferred Incentive Fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Foreign Currency Forward Contracts |
|
|
|
( |
) |
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
( |
) |
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|||||
Contingencies
The Company and RGC are not currently subject to any material legal proceedings, nor, to the Company's knowledge, is any material legal proceeding threatened against the Company or RGC. From time to time, the Company or RGC may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of their rights under contracts with its portfolio companies. The Company's business is also subject to extensive regulation, which may result in regulatory proceedings against it. While the outcome of any such legal proceedings cannot be predicted with certainty, the Company does not expect that any such proceedings will have a material effect upon its financial condition or results of operations.
56
Table of Contents
Off-Balance Sheet Arrangements
In the normal course of business, the Company may enter into investment agreements under which it commits to make an investment in a portfolio company at some future date or over a specified period of time. These unfunded contractual commitments to provide funds to portfolio companies are not reflected on the Consolidated Statements of Assets and Liabilities. With the exception of the JV, the availability of such unfunded commitments is subject to the specific terms and conditions of each contract, which may include, among other factors, portfolio company performance requirements and time-based cancellation provisions. As a result, only a portion of unfunded commitments is currently eligible to be drawn.
The Company's unfunded commitments to provide debt and equity financing to its portfolio companies and Runway-Cadma I LLC amounted to $
Portfolio Company |
|
Investment Type |
|
September 30, 2026 |
|
|
December 31, 2025 |
|
||||
13 Scents Inc. (dba Dossier) |
|
Senior Secured Revolver |
|
$ |
|
|
|
$ |
|
- |
|
|
Autobooks, Inc. |
|
Senior Secured Term Loan |
|
|
|
|
|
|
|
|
||
BlueConic Holding, Inc. (fka Blueshift Labs, Inc.) |
|
Senior Secured Term Loan |
|
|
|
- |
|
|
|
|
|
|
Bombora, Inc. |
|
Senior Secured Term Loan |
|
|
|
|
|
|
|
|
||
CarNow, Inc. |
|
Senior Secured Term Loan |
|
|
|
- |
|
|
|
|
|
|
Digicert, Inc. |
|
Senior Secured Revolver |
|
|
|
|
|
|
|
|
||
Eton Pharmaceuticals, Inc. |
|
Senior Secured Term Loan |
|
|
|
|
|
|
|
- |
|
|
HR Pharmaceuticals, LLC |
|
Senior Secured Term Loan |
|
|
|
|
|
|
|
- |
|
|
HR Pharmaceuticals, LLC |
|
Senior Secured Revolver |
|
|
|
|
|
|
|
- |
|
|
Marley Spoon SE(1) |
|
Senior Secured Bridge Loan |
|
|
|
|
|
|
|
- |
|
|
Marley Spoon SE(1) |
|
Senior Secured Term Loan |
|
|
|
|
|
|
|
|
||
Marley Spoon SE(1) |
|
Senior Secured Revolver |
|
|
|
- |
|
|
|
|
|
|
Onward Medical, N.V. |
|
Senior Secured Term Loan |
|
|
|
|
|
|
|
|
||
Route 92 Medical, Inc. |
|
Senior Secured Term Loan |
|
|
|
- |
|
|
|
|
|
|
Runway-Cadma I LLC |
|
Joint Venture |
|
|
|
|
|
|
|
|
||
Shepherd Intermediate, LLC (dba FHAS) |
|
Senior Secured Term Loan |
|
|
|
|
|
|
|
|
||
Shepherd Intermediate, LLC (dba FHAS) |
|
Senior Secured Revolver |
|
|
|
|
|
|
|
|
||
Shield Therapeutics PLC |
|
Senior Secured Term Loan |
|
|
|
|
|
|
|
|
||
Snap! Mobile, Inc. |
|
Senior Secured Term Loan |
|
|
|
- |
|
|
|
|
|
|
Swing Education, Inc. |
|
Senior Secured Term Loan |
|
|
|
|
|
|
|
|
||
Swing Education, Inc. |
|
Senior Secured Revolver |
|
|
|
|
|
|
|
|
||
Under Technologies, Inc. (dba Rho) |
|
Senior Secured Term Loan |
|
|
|
|
|
|
|
- |
|
|
Total unused commitments to extend financing |
|
|
|
$ |
|
|
|
$ |
|
|
||
The Company may also enter into foreign currency forward contracts to mitigate its exposure to foreign currency fluctuations associated with certain investments denominated in foreign currencies. While these contracts are recognized on the Consolidated Statements of Assets and Liabilities at fair value in accordance with ASC 815, they are also considered off-balance sheet arrangements because they may result in future cash payments or receipts that are not fully reflected in the financial statements. As of September 30, 2026, the Company had
57
Table of Contents
Note 9 – Net Assets
The Company has the authority to issue
Private Common Stock Offerings
On December 1, 2017, the Company completed its initial private offering ("Initial Private Offering"), in which the Company issued
Beginning October 15, 2019 and ending September 29, 2021, the Company completed multiple closings under its second private offering (the "Second Private Offering") and accepted aggregate capital commitments of $
On March 31, 2020 and March 24, 2021, the Company issued in aggregate
Initial Public Offering
On October 25, 2021, the Company closed its IPO, issuing
SWK Acquisition
On April 6, 2026, in connection with the completion of the SWK Acquisition (as defined in "Note 13 – Acquisition of SWK Holdings Corporation"), the Company issued
Repurchase Program
On February 24, 2022, the Board of Directors approved a share repurchase program (the "First Repurchase Program"), under which the Company was authorized to repurchase up to $
On November 2, 2023, the Board of Directors approved a share repurchase program (the "Second Repurchase Program"), under which the Company was authorized to repurchase up to $
On July 30, 2024, the Board of Directors approved a share repurchase program (the "Third Repurchase Program"), under which the Company was authorized to repurchase up to $
58
Table of Contents
On May 7, 2025, the Board of Directors approved a share repurchase program (the "Fourth Repurchase Program"), under which the Company was authorized to repurchase up to $
On May 5, 2026, the Board of Directors approved a share repurchase program (the "Fifth Repurchase Program"), under which the Company may repurchase up to $
Cumulative repurchases under all repurchase programs totaled
Please refer to "Note 14 – Subsequent Events" for additional information about the Fifth Repurchase Program.
Distributions and Dividend Reinvestment Plan
The Company intends to pay quarterly distributions to its stockholders out of assets legally available for distribution. All distributions will be paid at the discretion of the Board of Directors and will depend on the Company's earnings, financial condition, maintenance of RIC status for income tax purposes, compliance with applicable BDC regulations and such other factors as the Board of Directors may deem relevant from time to time.
The Company maintains a dividend reinvestment plan for common stockholders (the "Dividend Reinvestment Plan"). The Dividend Reinvestment Plan is administered by its transfer agent on behalf of the Company's record holders and participating brokerage firms. Brokerage firms and other financial intermediaries may decide not to participate in the Dividend Reinvestment Plan but may provide a similar distribution reinvestment plan for their clients. The share requirements of the Dividend Reinvestment Plan may be satisfied through the issuance of new common shares or through open market purchases of common shares by the Company.
For the three and nine months ended September 30, 2026, the Company declared and paid dividends in the amount of $
Type |
Declaration Date |
|
|
Record Date |
|
Payment Date |
|
Amount per Share |
|
||
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|||||
|
Total distribution declared during the year ended December 31, 2025 |
|
$ |
|
|
||||||
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|||||
|
Total distribution declared during the nine months ended September 30, 2026 |
|
$ |
|
|
||||||
|
|
|
|
|
|
Total |
|
$ |
|
|
|
59
Table of Contents
Note 10 – Income Taxes
The Company elected to be treated as a RIC under subchapter M of the Code starting with its taxable year ended December 31, 2016. The Company currently qualifies and intends to qualify annually for the tax treatment applicable to RICs. A RIC generally is not subject to U.S. federal income taxes on distributed income and gains so long as it meets certain source-of-income and asset diversification requirements and it distributes at least
Federal income tax regulations differ from U.S. GAAP, therefore, distributions in accordance with tax regulations may differ from net investment income and realized gains recognized for financial reporting purposes. Differences may be permanent or temporary in nature. Permanent differences are reclassified among capital accounts in the consolidated financial statements to reflect their appropriate tax character. Temporary differences arise when certain items of income, expense, gain or loss are recognized in different periods for tax and financial reporting purposes.
The following table sets forth the tax cost basis for federal income tax purposes as of September 30, 2026 and December 31, 2025 (in thousands):
|
|
September 30, 2026 |
|
|
December 31, 2025 |
|
||||
Tax cost of investments |
|
$ |
|
|
|
$ |
|
|
||
The following table sets forth the estimated aggregate gross unrealized gain (loss) on investments for federal income tax purposes as of September 30, 2026 and December 31, 2025 (in thousands):
|
|
September 30, 2026 |
|
|
December 31, 2025 |
|
||||
Gross unrealized gain on a tax basis |
|
$ |
|
|
|
$ |
|
|
||
Gross unrealized loss on a tax basis |
|
|
|
( |
) |
|
|
|
( |
) |
Net unrealized gain (loss) on a tax basis |
|
$ |
|
( |
) |
|
$ |
|
( |
) |
The Company accounts for income taxes in conformity with ASC Topic 740, Income Taxes ("ASC 740"). ASC 740 provides guidelines for how uncertain tax positions should be recognized, measured, presented and disclosed in the consolidated financial statements. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company's tax returns to determine whether the tax positions are "more-likely-than-not" of being sustained by the applicable tax authority. Tax positions deemed to meet a "more-likely-than-not" threshold would be recorded as a tax benefit or expense in the current period. The Company records interest and penalties, if any, related to unrecognized tax benefits in "Tax expense" on the Consolidated Statements of Operations. There were no material uncertain income tax positions at September 30, 2026 or December 31, 2025. Although the Company files federal and state tax returns, the Company's major tax jurisdiction is federal. The previous three tax year-ends and the interim tax period since then remain subject to examination by the Internal Revenue Service.
If the Company does not distribute (or is not deemed to have distributed) each calendar year the sum of (1)
If the Company does not qualify to be treated as a RIC for any taxable year, the Company will be taxed as a regular corporation (a "C corporation") under subchapter C of the Code for such taxable year. If the Company has previously qualified as a RIC but is subsequently unable to qualify, and certain amelioration provisions are not applicable, the Company would be subject to U.S. federal income tax on all of its taxable income (including its net capital gains) at the regular corporate rate. The Company would not be able to deduct distributions to stockholders, nor would it be required to make distributions. In order to requalify as a RIC, in addition to the other requirements discussed above, the Company would be required to distribute all of its previously undistributed earnings attributable to the period it failed to qualify as a RIC by the end of the first year that it intends to requalify. If the Company fails to requalify for a
60
Table of Contents
period greater than two taxable years, it may be subject to U.S. federal income tax at corporate tax rates on any net built-in gains with respect to certain of its assets (i.e., the excess of the aggregate gains, including items of income, over aggregate losses that would have been realized with respect to such assets if the Company had been liquidated) that it elects to recognize on requalification or when recognized over the next five years.
61
Table of Contents
Note 11 – Segment Reporting
The Company operates through a single operating and reporting segment with an investment objective to generate returns to stockholders primarily through current income on loans, and secondarily through capital gains on warrants and other equity positions. The Company's Co-Chief Executive Officers are the Company's Chief Operating Decision Makers ("CODM"). While the Company lends to and separately evaluates the performance of each of its portfolio companies across various industries, including technology, healthcare, business services, financial services, select consumer services and products, the CODM evaluates and monitors performance of the Company's business on an aggregated basis. Further, each investment is evaluated and managed using similar processes and shared operational support functions, such as deal origination, underwriting, monitoring, and compliance, in addition to administrative functions, such as human resources, legal, finance and information technology.
62
Table of Contents
Note 12 – Financial Highlights
The following table sets forth the financial highlights for the nine months ended September 30, 2026 and 2025 (in thousands, except for per share data and ratios):
|
|
Nine Months Ended September 30, |
||||||||||
|
|
2026 |
|
2025 |
||||||||
|
|
|
|
|
|
|
|
|
|
|
||
Per Share Data(1): |
|
|
||||||||||
Net asset value at beginning of period |
|
$ |
|
|
|
|
$ |
|
|
|
||
Net investment income |
|
|
|
|
|
|
|
|
|
|
||
Net realized gain (loss) |
|
|
|
( |
) |
|
|
|
|
|
|
|
Net change in unrealized gain (loss)(2) |
|
|
|
|
|
|
|
|
( |
) |
|
|
Total from investment operations |
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
Distributions |
|
|
|
( |
) |
|
|
|
|
( |
) |
|
Share issuance and deemed contribution in connection with the SWK Acquisition (2) |
|
|
|
( |
) |
|
|
|
|
- |
|
|
Accretion from share repurchases |
|
|
|
|
|
|
|
|
|
|
||
Net asset value at end of period |
|
$ |
|
|
|
|
$ |
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
Ratio/Supplemental Data: |
|
|
||||||||||
Total return based on net asset value(3) |
|
|
|
( |
) |
% |
|
|
|
% |
||
Total return based on market value(4) |
|
|
|
( |
) |
% |
|
|
|
% |
||
Ratio of net investment income to average net assets(5)(6) |
|
|
|
|
% |
|
|
|
% |
|||
Ratio of total operating expenses to average net assets(5)(6) |
|
|
|
|
% |
|
|
|
% |
|||
Ratio of total operating expenses, excluding incentive fees, to average net assets(5) |
|
|
|
|
% |
|
|
|
% |
|||
Portfolio turnover rate(7) |
|
|
|
|
% |
|
|
|
% |
|||
|
|
|
|
|
|
|
|
|
|
|
||
Per share market value at beginning of period |
|
$ |
|
|
|
|
$ |
|
|
|
||
Per share market value at end of period |
|
$ |
|
|
|
|
$ |
|
|
|
||
Net assets at beginning of period |
|
$ |
|
|
|
|
$ |
|
|
|
||
Net assets at end of period |
|
$ |
|
|
|
|
$ |
|
|
|
||
Weighted average net assets |
|
$ |
|
|
|
|
$ |
|
|
|
||
Weighted average shares outstanding for the period, basic |
|
|
|
|
|
|
|
|||||
63
Table of Contents
Note 13 – Acquisition of SWK Holdings Corporation
SWK Acquisition
On April 6, 2026, the Company completed its acquisition of SWK, pursuant to the Agreement and Plan of Merger, dated as of October 9, 2025 (the "Merger Agreement"), by and among the Company, SWK, RWAY Portfolio Holding Corp., a Delaware corporation and a direct wholly-owned subsidiary of the Company ("Intermediary Sub"), RWAY Portfolio Corp., a Delaware corporation and a wholly-owned subsidiary of Intermediary Sub ("Acquisition Sub") and RGC.
Pursuant to the Merger Agreement, SWK first merged with and into Acquisition Sub, with Acquisition Sub as the surviving company (the "First Merger"). Following the effectiveness of the First Merger, Acquisition Sub merged with and into Intermediary Sub, with Intermediary Sub as the surviving company (the "Second Merger"). Following the effectiveness of the Second Merger, Intermediary Sub merged with and into the Company, with the Company as the surviving company (the "Third Merger" and, collectively with the First Merger and the Second Merger, the "SWK Acquisition").
At the effective time of the First Merger, each outstanding share of SWK common stock, par value $
The total merger consideration funded by the Company was approximately $
The SWK Acquisition was accounted for as an asset acquisition in accordance with ASC 805-50. Under the asset acquisition method, the cost of the acquired group, including consideration funded by the Company, the $
The investments acquired in the SWK Acquisition were initially recognized at fair value and are subsequently measured in accordance with the Company's existing investment accounting policies. Any difference between the acquisition-date fair value of an acquired debt investment and the contractual amount expected to be collected that represents an adjustment to yield is accreted or amortized into interest income over the remaining contractual term of the investment using the effective interest method. Because the acquired debt investments are subsequently measured at fair value, the related accretion or amortization is accompanied by a corresponding change in unrealized appreciation or depreciation, absent other changes in fair value.
Amounts allocated to acquired equity investments and other contractual rights are not accreted or amortized into income. Subsequent changes in the fair value of all acquired investments are recognized in "Net change in unrealized gain (loss) on investments" on the Consolidated Statements of Operations. Upon the disposition of an acquired investment, the Company recognizes the resulting realized gain or loss and reverses the cumulative unrealized appreciation or depreciation previously recognized on that investment.
In connection with the SWK Acquisition, the Company also assumed the SWK 2027 Notes, due January 2027. For additional information, refer to "Note 7 – Borrowings" and "Note 14 – Subsequent Events."
64
Table of Contents
In summary, the assets and liabilities assumed in connection with the SWK Acquisition, as of acquisition date fair values, are as follows (in thousands):
Financial Statement Line Item |
|
Amounts |
|
||
Investments at fair value |
$ |
|
|
||
Cash and cash equivalents |
|
|
|
||
Interest and fees receivable |
|
|
|
||
Other assets |
|
|
|
||
Total assets |
|
$ |
|
|
|
|
|
|
|
|
|
Total debt, net |
$ |
|
|
||
Accrued expenses and other liabilities |
|
|
|
||
Total liabilities |
|
$ |
|
|
|
|
|
|
|
||
Net assets acquired at fair value |
|
|
|
|
|
The table above presents the acquisition-date fair values of the assets acquired and liabilities assumed. The Company's acquisition cost, including transaction costs and net of cash acquired, was allocated to the acquired investments in accordance with ASC 805-50, resulting in an aggregate investment purchase discount of approximately $
Key Stockholder Agreement
Concurrently with the execution of the Merger Agreement, on October 9, 2025, the Company entered into a key stockholder agreement (the "Key Stockholder Agreement") with Double Black Diamond Offshore Ltd., a Cayman Islands exempted company (the "Key Stockholder"), and, solely for the purposes of Section 4 thereof, Black Diamond Offshore Ltd., a Cayman Islands exempted company. As of September 30, 2026, the Key Stockholder owned
Pursuant to the Key Stockholder Agreement, the Key Stockholder agreed to vote its covered shares of SWK Common Stock in favor of the adoption of the Merger Agreement. In addition, the Key Stockholder agreed to certain standstill restrictions with respect to the Company until the date on which it beneficially owns less than
65
Table of Contents
Note 14 – Subsequent Events
The Company evaluated events subsequent to September 30, 2026 through November 5, 2026. There have been no subsequent events that occurred during such period that would require recognition or disclosure, except as disclosed below.
Distributions
On
Recent Portfolio Activity
From October 1, 2026 through November 5, 2026, the Company completed $
October 2031 Notes
On October 1, 2026, the Company issued and sold approximately $
Redemption of SWK 2027 Notes
On November 3, 2026, the Company redeemed in full approximately $
Share Repurchase Program
On November 4, 2026, the Board of Directors approved an expansion and extension of the Fifth Repurchase Program, which authorizes the Company to repurchase up to $
66
Table of Contents
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Forward-Looking Statements
This quarterly report on Form 10‑Q contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors, and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments, our industry, our beliefs and opinions, and our assumptions. Words such as "anticipates," "expects," "intends," "plans," "will," "may," "continue," "believes," "seeks," "estimates," "would," "could," "should," "targets," "projects," "outlook," "potential," "predicts" and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:
67
Table of Contents
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 quarterly report on Form 10-Q 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 Part I, Item 1A of our annual report on Form 10-K, filed with the SEC on March 12, 2026.
We have based the forward-looking statements included in this quarterly report on Form 10‑Q on information available to us on the date of this quarterly report on Form 10‑Q, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the SEC, including our annual reports on Form 10‑K, quarterly reports on Form 10‑Q and current reports on Form 8‑K.
The following analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes thereto contained elsewhere in this quarterly report on Form 10‑Q.
Overview
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 September 30, 2026, we had an investment portfolio of $1.1 billion at fair value, and a net asset value of $494.7 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 subchapter M of the Internal Revenue Code of 1986, as amended (the "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 the regular corporate rate on any net taxable income for such taxable 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"). We expect 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, 2021, 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.
68
Table of Contents
During the time that we are 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. Runway Administrator Services LLC (the "Administrator"), a wholly-owned subsidiary of RGC, provides all the administrative services necessary for us to operate.
We, RGC, and certain other funds and accounts sponsored or managed by RGC and/or its affiliates, including BC 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 Affiliates 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 Affiliates 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.
On April 6, 2026, we completed our acquisition of SWK Holdings Corporation ("SWK"), a Delaware corporation and a life science focused specialty finance company that provided minimally dilutive financing to small- and mid-sized commercial-stage healthcare companies. As a result of the transaction, our investment portfolio expanded to include SWK's healthcare and life sciences investments. For additional information regarding the transaction, please refer to "Note 13 – Acquisition of SWK Holdings Corporation" of our consolidated financial statements in Part I, Item 1 of this Form 10-Q.
69
Table of Contents
Portfolio Composition and Investment Activity
Portfolio Composition
As of September 30, 2026, we had investments in 77 companies, representing 31 companies in which we held a combination of debt and equity investments, 11 companies in which we held debt investments only, 34 companies in which we held equity investments only, and one joint venture, Runway-Cadma I LLC, in which we held a 50% equity interest. 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.
The following table shows the fair value of our investments, by asset class, as of September 30, 2026 and December 31, 2025 (in thousands):
|
|
Cost |
|
|
Fair Value |
|
|
% of Total Portfolio |
||||||||
As of September 30, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Senior Secured Loans |
$ |
|
947,169 |
|
|
$ |
|
954,056 |
|
|
|
|
89.88 |
|
% |
|
Second Lien Loans |
|
|
22,530 |
|
|
|
|
23,286 |
|
|
|
|
2.19 |
|
|
|
Subordinated Debt |
|
|
31,373 |
|
|
|
|
14,530 |
|
|
|
|
1.37 |
|
|
|
Preferred Stock/Units |
|
|
53,957 |
|
|
|
|
29,189 |
|
|
|
|
2.75 |
|
|
|
Common Stock/Units |
|
|
6,238 |
|
|
|
|
1,292 |
|
|
|
|
0.12 |
|
|
|
Equity Interest |
|
|
12,180 |
|
|
|
|
12,876 |
|
|
|
|
1.21 |
|
|
|
Warrants & Other Contractual Rights |
|
|
38,194 |
|
|
|
|
26,301 |
|
|
|
|
2.48 |
|
|
|
Total |
$ |
|
1,111,641 |
|
|
$ |
|
1,061,530 |
|
|
|
|
100.00 |
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
As of December 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Senior Secured Loans |
$ |
|
877,707 |
|
|
$ |
|
853,893 |
|
|
|
|
92.07 |
|
% |
|
Second Lien Loans |
|
|
6,398 |
|
|
|
|
6,434 |
|
|
|
|
0.69 |
|
|
|
Preferred Stock/Units |
|
|
51,920 |
|
|
|
|
36,264 |
|
|
|
|
3.91 |
|
|
|
Common Stock/Units |
|
|
5,415 |
|
|
|
|
60 |
|
|
|
|
0.01 |
|
|
|
Equity Interest |
|
|
13,233 |
|
|
|
|
14,746 |
|
|
|
|
1.59 |
|
|
|
Warrants & Other Contractual Rights |
|
|
24,757 |
|
|
|
|
16,005 |
|
|
|
|
1.73 |
|
|
|
Total |
$ |
|
979,430 |
|
|
$ |
|
927,402 |
|
|
|
|
100.00 |
|
% |
|
For the three and nine months ended September 30, 2026, our debt investment portfolio had a dollar-weighted annualized yield of 15.8% and 14.2%, respectively. For the three and nine months ended September 30, 2025, our debt investment portfolio had a dollar-weighted annualized yield of 16.8% and 15.3%, respectively. We calculate 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 outstanding during the period, including any debt investments on non-accrual status. As of September 30, 2026, our debt investments had a dollar-weighted average term of 49 months at origination and a dollar-weighted average remaining term of 29 months, or approximately 2.5 years. As of September 30, 2026, substantially all of our debt investments had a committed principal amount of between $5.5 million and $87.0 million and pay cash interest at annual interest rates of between 6.3% and 14.9%.
The following table shows our dollar-weighted annualized yield by investment type for the three and nine months ended September 30, 2026 and 2025:
|
|
Fair Value(1) |
|
Cost(2) |
|||||||||||||||||||||||||||||||||||||
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|||||||||||||||||||||||||||||||||
|
|
2026 |
|
2025 |
|
2026 |
|
|
2025 |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
||||||||||||||||||||||||
Investment type: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Debt investments |
|
|
15.76 |
|
% |
|
|
16.83 |
|
% |
|
|
14.21 |
|
% |
|
|
|
15.29 |
|
% |
|
|
15.72 |
|
% |
|
|
16.52 |
|
% |
|
|
13.99 |
|
% |
|
|
15.00 |
|
% |
Equity investments |
|
|
2.93 |
|
% |
|
|
1.59 |
|
% |
|
|
3.11 |
|
% |
|
|
|
1.59 |
|
% |
|
|
1.85 |
|
% |
|
|
1.13 |
|
% |
|
|
2.08 |
|
% |
|
|
1.16 |
|
% |
All investments |
|
|
14.94 |
|
% |
|
|
15.77 |
|
% |
|
|
13.46 |
|
% |
|
|
|
14.40 |
|
% |
|
|
14.37 |
|
% |
|
|
15.08 |
|
% |
|
|
12.83 |
|
% |
|
|
13.82 |
|
% |
70
Table of Contents
Investment Activity
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 nine months ended September 30, 2026, we funded $311.7 million in 24 new portfolio companies and $39.6 million in six existing companies, net of upfront loan origination fees and refinances. We also received $22.1 million in scheduled principal repayments from 11 portfolio companies, as well as $173.7 million in sales and prepayments, which consisted of (i) $160.6 million in loan proceeds from six portfolio companies and (ii) $13.1 million in proceeds from the sale of equity investments. During the nine months ended September 30, 2025, we funded $52.5 million in four new portfolio companies and $55.2 million in nine existing companies, net of upfront loan origination fees and refinances. We also received $9.4 million in scheduled principal repayments from three portfolio companies, as well as $226.1 million in sales and prepayments, which consisted of (i) $187.8 million in loan proceeds from seven portfolio companies and (ii) $38.3 million in proceeds from the sale of equity investments during the nine months ended September 30, 2025.
Portfolio Reconciliation
The following is a reconciliation of our investment portfolio for the nine months ended September 30, 2026 and 2025 (in thousands):
|
|
Nine Months Ended September 30, |
|
|||||||
|
|
2026 |
|
|
2025 |
|
||||
Beginning investment portfolio |
$ |
|
927,402 |
|
|
$ |
|
1,076,840 |
|
|
Purchases of investments(1) |
|
|
351,276 |
|
|
|
|
107,747 |
|
|
PIK interest |
|
|
8,752 |
|
|
|
|
11,449 |
|
|
Sales and prepayments of investments |
|
|
(173,685 |
) |
|
|
|
(226,052 |
) |
|
Scheduled repayments of investments |
|
|
(22,140 |
) |
|
|
|
(9,431 |
) |
|
Amortization of fixed income premiums or accretion of discounts |
|
|
11,122 |
|
|
|
|
3,349 |
|
|
Net realized gain (loss) on investments |
|
|
(43,114 |
) |
|
|
|
3,238 |
|
|
Net change in unrealized gain (loss) on investments |
|
|
1,917 |
|
|
|
|
(21,176 |
) |
|
Ending investment portfolio |
$ |
|
1,061,530 |
|
|
$ |
|
945,964 |
|
|
Asset Quality
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. Only debt investments are graded under the investment rating system; equity investments, warrants, and other contractual 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:
Investment |
|
Rating Definition |
|
|
|
1 |
|
Performing above plan and/or strong enterprise profile, value, financial performance/coverage. Maintaining full covenant and payment compliance as agreed. |
2 |
|
Performing at or reasonably close to plan. Acceptable business prospects, enterprise value, and financial coverage. Maintaining key covenant and payment compliance as agreed. Generally, all new loans are initially graded Category 2. |
3 |
|
Performing below plan of record. Potential elements of concern over performance, trends and business outlook. Loan-to-value remains adequate. Potential key covenant non-compliance. Full payment compliance. |
4 |
|
Performing materially below plan. Non-compliant with material financial covenants. Payment default/deferral could result without corrective action. Requires close monitoring. Business prospects, enterprise value and collateral coverage declining. These investments may be in workout, and there is a possibility of loss of return but no loss of principal is expected. |
5 |
|
Going concern nature in question. Substantial decline in enterprise value and all coverages. Covenant and payment default imminent if not currently present. Investments are nearly always in workout. May experience partial and/or full loss. |
71
Table of Contents
The following table shows the investment ratings of our debt investments at fair value as of September 30, 2026 and December 31, 2025 (in thousands):
|
September 30, 2026 |
|
|
December 31, 2025 |
||||||||||||||
Investment Rating |
Fair Value |
|
|
% of Total Portfolio |
|
Number of Portfolio Companies |
|
|
Fair Value |
|
|
% of Total Portfolio |
|
Number of Portfolio Companies |
||||
1 |
$ |
155,038 |
|
|
14.61 |
% |
|
5 |
|
|
$ |
6,565 |
|
|
0.71 |
% |
|
1 |
2 |
|
686,064 |
|
|
64.63 |
|
|
27 |
|
|
|
581,691 |
|
|
62.72 |
|
|
20 |
3 |
|
88,296 |
|
|
8.32 |
|
|
7 |
|
|
|
195,691 |
|
|
21.10 |
|
|
7 |
4 |
|
22,721 |
|
|
2.14 |
|
|
1 |
|
|
|
74,019 |
|
|
7.98 |
|
|
2 |
5 |
|
39,753 |
|
|
3.74 |
|
|
2 |
|
|
|
2,361 |
|
|
0.25 |
|
|
1 |
|
$ |
991,872 |
|
|
93.44 |
% |
|
42 |
|
|
$ |
860,327 |
|
|
92.76 |
% |
|
31 |
Non-Accrual Status
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 income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or a restructuring has occurred such that the interest income is deemed 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 loans on non-accrual status from their respective date of non-accrual through September 30, 2026 and December 31, 2025 (in thousands):
|
|
Date of Non-Accrual |
|
Forgone Interest Income |
|
|
Forgone Accretion of OID and ETP |
|
|
Total Forgone Income |
|
|
Cost Basis |
|
|
Fair Value |
|
|
Fair Value as a % of Total Portfolio |
|||||||||||||
As of September 30, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Investment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Marley Spoon SE |
|
3/31/2026 |
|
$ |
|
5,262 |
|
|
$ |
|
83 |
|
|
$ |
|
5,345 |
|
|
$ |
|
54,508 |
|
|
$ |
|
37,868 |
|
|
|
3.56 |
|
% |
Mingle Healthcare Solutions, Inc. |
|
1/1/2024 |
|
|
|
1,754 |
|
|
|
|
- |
|
|
|
|
1,754 |
|
|
|
|
4,757 |
|
|
|
|
1,885 |
|
|
|
0.18 |
|
|
Total |
|
|
|
$ |
|
7,016 |
|
|
$ |
|
83 |
|
|
$ |
|
7,099 |
|
|
$ |
|
59,265 |
|
|
$ |
|
39,753 |
|
|
|
3.74 |
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
As of December 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Investment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Mingle Healthcare Solutions, Inc. |
|
1/1/2024 |
|
|
|
1,306 |
|
|
|
|
- |
|
|
|
|
1,306 |
|
|
|
|
4,757 |
|
|
|
|
2,361 |
|
|
|
0.25 |
|
|
Total |
|
|
|
$ |
|
1,306 |
|
|
$ |
|
- |
|
|
$ |
|
1,306 |
|
|
$ |
|
4,757 |
|
|
$ |
|
2,361 |
|
|
|
0.25 |
|
% |
Results of Operations
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, 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.
72
Table of Contents
Comparison of the Three and Nine Months Ended September 30, 2026 and 2025
The following table compares the results of our operations for the three and nine months ended September 30, 2026 and 2025 (in thousands):
|
|
Three Months Ended September 30, |
|
|
|
Nine Months Ended September 30, |
|
||||||||||||||||||||||||||||||||||
|
|
2026 |
|
|
2025 |
|
|
|
2026 |
|
|
2025 |
|
||||||||||||||||||||||||||||
|
|
Total |
|
|
Per Share(1) |
|
|
Total |
|
|
Per Share(1) |
|
|
|
Total |
|
|
Per Share(1) |
|
|
Total |
|
|
Per Share(1) |
|
||||||||||||||||
Investment income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest, fee and dividend income |
|
$ |
|
40,452 |
|
|
$ |
|
0.97 |
|
|
$ |
|
36,589 |
|
|
$ |
|
1.01 |
|
|
|
$ |
|
106,760 |
|
|
$ |
|
2.67 |
|
|
$ |
|
106,777 |
|
|
$ |
|
2.89 |
|
Other income |
|
|
|
112 |
|
|
|
|
- |
|
|
|
|
158 |
|
|
|
|
- |
|
|
|
|
|
280 |
|
|
|
|
0.01 |
|
|
|
|
515 |
|
|
|
|
0.01 |
|
Total investment income |
|
|
|
40,564 |
|
|
|
|
0.97 |
|
|
|
|
36,747 |
|
|
|
|
1.01 |
|
|
|
|
|
107,040 |
|
|
|
|
2.68 |
|
|
|
|
107,292 |
|
|
|
|
2.90 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Management fees |
|
|
|
4,620 |
|
|
|
|
0.11 |
|
|
|
|
3,963 |
|
|
|
|
0.11 |
|
|
|
|
|
11,711 |
|
|
|
|
0.29 |
|
|
|
|
11,916 |
|
|
|
|
0.32 |
|
Incentive fees |
|
|
|
4,277 |
|
|
|
|
0.10 |
|
|
|
|
4,075 |
|
|
|
|
0.11 |
|
|
|
|
|
6,679 |
|
|
|
|
0.17 |
|
|
|
|
11,527 |
|
|
|
|
0.31 |
|
Interest and other debt financing expenses |
|
|
|
13,282 |
|
|
|
|
0.32 |
|
|
|
|
10,630 |
|
|
|
|
0.29 |
|
|
|
|
|
36,769 |
|
|
|
|
0.92 |
|
|
|
|
32,681 |
|
|
|
|
0.89 |
|
Professional fees |
|
|
|
848 |
|
|
|
|
0.02 |
|
|
|
|
556 |
|
|
|
|
0.02 |
|
|
|
|
|
2,498 |
|
|
|
|
0.06 |
|
|
|
|
1,687 |
|
|
|
|
0.05 |
|
Administration agreement expenses |
|
|
|
706 |
|
|
|
|
0.02 |
|
|
|
|
705 |
|
|
|
|
0.02 |
|
|
|
|
|
1,979 |
|
|
|
|
0.05 |
|
|
|
|
1,993 |
|
|
|
|
0.05 |
|
Insurance expense |
|
|
|
204 |
|
|
|
|
- |
|
|
|
|
163 |
|
|
|
|
- |
|
|
|
|
|
563 |
|
|
|
|
0.02 |
|
|
|
|
479 |
|
|
|
|
0.01 |
|
Tax expense |
|
|
|
360 |
|
|
|
|
0.01 |
|
|
|
|
560 |
|
|
|
|
0.02 |
|
|
|
|
|
941 |
|
|
|
|
0.02 |
|
|
|
|
810 |
|
|
|
|
0.02 |
|
Other expenses |
|
|
|
384 |
|
|
|
|
0.01 |
|
|
|
|
359 |
|
|
|
|
0.01 |
|
|
|
|
|
1,202 |
|
|
|
|
0.03 |
|
|
|
|
916 |
|
|
|
|
0.02 |
|
Total operating expenses |
|
|
|
24,681 |
|
|
|
|
0.59 |
|
|
|
|
21,011 |
|
|
|
|
0.58 |
|
|
|
|
|
62,342 |
|
|
|
|
1.56 |
|
|
|
|
62,009 |
|
|
|
|
1.67 |
|
Net investment income |
|
|
|
15,883 |
|
|
|
|
0.38 |
|
|
|
|
15,736 |
|
|
|
|
0.43 |
|
|
|
|
|
44,698 |
|
|
|
|
1.12 |
|
|
|
|
45,283 |
|
|
|
|
1.23 |
|
Realized gain (loss) |
|
|
|
10 |
|
|
|
|
- |
|
|
|
|
(1,330 |
) |
|
|
|
(0.04 |
) |
|
|
|
|
(43,995 |
) |
|
|
|
(1.10 |
) |
|
|
|
3,215 |
|
|
|
|
0.09 |
|
Net change in unrealized gain (loss) |
|
|
|
(5,189 |
) |
|
|
|
(0.12 |
) |
|
|
|
(6,387 |
) |
|
|
|
(0.17 |
) |
|
|
|
|
2,377 |
|
|
|
|
0.06 |
|
|
|
|
(21,816 |
) |
|
|
|
(0.60 |
) |
Net increase (decrease) in net assets resulting from operations |
|
$ |
|
10,704 |
|
|
$ |
|
0.26 |
|
|
$ |
|
8,019 |
|
|
$ |
|
0.22 |
|
|
|
$ |
|
3,080 |
|
|
$ |
|
0.08 |
|
|
$ |
|
26,682 |
|
|
$ |
|
0.72 |
|
Investment Income
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. 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 loan originations across our platform, including BC Partners, will generally range between $10 million and $150 million, with our allocation generally ranging between $20 million and $45 million.
We generate revenue in the form of interest on the debt securities that we hold and distributions and capital gains on other interests that we acquire in our portfolio companies. We expect that the debt we invest in will generally have stated terms of 36 to 60 months. Interest on debt securities is generally payable monthly, primarily based on a floating rate index, and subject to certain floors determined by market rates at the time the investment is made. In some cases, some of our investments may provide for deferred interest payments or PIK interest. The principal amount of the debt securities and any accrued but unpaid interest will become due at the maturity date. Any original issue discount ("OID") or market discount or premium will be capitalized, and we will accrete or amortize such amounts as interest income. We record prepayment fees on debt investments as fee income. Dividend income, if any, will be recognized on an accrual basis to the extent that we expect to collect such amounts.
Investment income for the three months ended September 30, 2026 and 2025 was $40.6 million and $36.7 million, respectively, and includes non-recurring income of $4.0 million and $4.9 million, respectively. Non-recurring income includes, but is not limited to, acceleration of unaccreted OID and ETP, prepayment fees, and amendment fees.
Investment income for the nine months ended September 30, 2026 and 2025 was $107.0 million and $107.3 million, respectively, and includes non-recurring income of $6.1 million and $8.1 million, respectively. Non-recurring income includes, but is not limited to, acceleration of unaccreted OID and ETP, prepayment fees, and amendment fees.
For the three and nine months ended September 30, 2026, 4.9% and 7.6%, respectively, of our total investment income was attributable to non-cash PIK interest, compared to 11.5% and 11.1% for the three and nine months ended September 30, 2025.
73
Table of Contents
Operating Expenses
Our primary operating expenses include the payment of fees to RGC under the Advisory Agreement, our allocable portion of overhead expenses under the Administration Agreement, professional fees, and other operating costs described below. We bear all other out-of-pocket costs and expenses of our operations and transactions, including those relating to:
74
Table of Contents
Operating expenses for the three months ended September 30, 2026 and 2025 were $24.7 million and $21.0 million, respectively. Operating expenses increased for the three months ended September 30, 2026 from the three months ended September 30, 2025 primarily due to an increase in interest and other debt financing expenses and management fees. Operating expenses per share for the three months ended September 30, 2026 and 2025 were $0.59 and $0.58, respectively.
Operating expenses for the nine months ended September 30, 2026 and 2025 were $62.3 million and $62.0 million, respectively. Operating expenses increased for the nine months ended September 30, 2026 from the nine months ended September 30, 2025 primarily due to an increase in interest and other debt financing expenses, partially offset by a decrease in incentive fees. Operating expenses per share for the nine months ended September 30, 2026 and 2025 were $1.56 and $1.67, respectively.
Management fees for the three months ended September 30, 2026 and 2025 were $4.6 million and $4.0 million, respectively. Management fees increased for the three months ended September 30, 2026 from the three months ended September 30, 2025 due to increased average daily gross assets. Management fees per share for the three months ended September 30, 2026 and 2025 were $0.11 and $0.11, respectively. For the three months ended September 30, 2026 and 2025, RGC earned base management fees at an annual rate of 1.50%.
Management fees for the nine months ended September 30, 2026 and 2025 were $11.7 million and $11.9 million, respectively. Management fees decreased for the nine months ended September 30, 2026 from the nine months ended September 30, 2025 due to slightly decreased average daily gross assets. Management fees per share for the nine months ended September 30, 2026 and 2025 were $0.29 and $0.32, respectively. For the quarters ended March 31, 2026 and December 31, 2025, ending gross assets temporarily fell below $1.0 billion, increasing both quarterly rates from 0.375% to 0.40% for the quarters ended March 31, 2026 and June 30, 2026. With Board approval, RGC voluntarily waived the incremental fee for those periods, resulting in RGC earning a base management fee at a quarterly rate of 0.375%. The waiver was not subject to recoupment and did not amend the Advisory Agreement. The total base management fees waived for the nine months ended September 30, 2026 were approximately $479.3 thousand. For the nine months ended September 30, 2025, RGC earned base management fees at an annual rate of 1.50%.
Incentive fees for the three months ended September 30, 2026 and 2025 were $4.3 million and $4.1 million, respectively. Incentive fees increased for the three months ended September 30, 2026 from the three months ended September 30, 2025 primarily due to an increase in pre-incentive fee net investment income in the current period. For the three months ended September 30, 2026, $4.7 million of the incentive fees were payable in cash and a net $(0.4) million was accrued and generated from deferred interest. For the three months ended September 30, 2025, $4.8 million of the incentive fees were payable in cash and a net $(0.7) million was accrued and generated from deferred interest. Incentive fees per share for the three months ended September 30, 2026 and 2025 were $0.10 and $0.11, respectively.
Incentive fees for the nine months ended September 30, 2026 and 2025 were $6.7 million and $11.5 million, respectively. Incentive fees decreased for the nine months ended September 30, 2026 from the nine months ended September 30, 2025 primarily due to a permanent reversal of previously accrued deferred incentive fees in the amount of $3.8 million related to our loan investments in Blueshift Labs, Inc. and Marley Spoon SE, in addition to a decrease in pre-incentive fee net investment income in the current period. For the nine months ended September 30, 2026, $8.6 million of the incentive fees were payable in cash and a net $(1.9) million was accrued and generated from deferred interest. With current-period deferred incentive fees of $1.9 million and the reversal of the $3.8 million from prior periods, the net change in deferred incentive fees for the period was a decrease of $1.9 million. For the nine months ended September 30, 2025, $10.1 million of the incentive fees were payable in cash and $1.4 million was accrued and generated from deferred interest. Incentive fees per share for the nine months ended September 30, 2026 and 2025 were $0.17 and $0.31, respectively.
Net Investment Income
Net investment income for the three months ended September 30, 2026 and 2025 was $15.9 million and $15.7 million, respectively. Net investment income remained relatively unchanged for the three months ended September 30, 2026 from the three months ended September 30, 2025. Net investment income per share for the three months ended September 30, 2026 and 2025 was $0.38 and $0.43, respectively.
Net investment income for the nine months ended September 30, 2026 and 2025 was $44.7 million and $45.3 million, respectively. Net investment income remained relatively unchanged for the nine months ended September 30, 2026 from the nine months ended September 30, 2025. Net investment income per share for the nine months ended September 30, 2026 and 2025 was $1.12 and $1.23, respectively.
75
Table of Contents
Net Realized Gain (Loss)
The net realized gain of $10.0 thousand for the three months ended September 30, 2026 was driven by a realized gain related to proceeds received on our Insite Vision, Inc. royalty, partially offset by a realized FX loss on currency dispositions. The net realized loss of $1.3 million for the three months ended September 30, 2025 was attributable to realized losses on our investments in zSpace, Inc. common stock, Madison Reed, Inc. success fee, and Interactions Corporation warrant.
The net realized loss of $44.0 million for the nine months ended September 30, 2026 was primarily attributable to realized losses on our loan investments in Blueshift Labs, Inc. and Marley Spoon SE upon restructuring. These losses were partially offset by realized gains upon the sale of our warrant investment in Eton Pharmaceuticals, Inc. and our equity interest position in Pivot3, Inc. The net realized gain of $3.2 million for the nine months ended September 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 common stock, JobGet Holdings, Inc. (fka Snagajob.com, Inc.), and zSpace, Inc. common stock.
Net Change in Unrealized Gain (Loss)
Net change in unrealized loss of $5.2 million for the three months ended September 30, 2026 was driven primarily by unrealized losses on our investment in Marley Spoon SE, partially offset by the release of prior-period unrealized losses upon the full repayment of our loan investment in 3PL Central LLC (dba Extensiv). Net change in unrealized loss of $6.4 million for the three months ended September 30, 2025 was primarily due to a decrease in fair value on our investments in Blueshift Labs, Inc., Kin Insurance, Inc., and JobGet Holdings, Inc. (fka Snagajob.com, Inc.), partially offset by an increase in the fair value of our investments in Piano Software, Inc. In addition, we had releases of prior unrealized gains and losses on our investments in zSpace, Inc., Nalu Medical, Inc., Interactions Corporation, and FiscalNote, Inc.
Net change in unrealized gain of $2.4 million for the nine months ended September 30, 2026 was driven primarily by releases of previously recognized unrealized losses in connection with restructurings of our loan investments in Marley Spoon SE and Blueshift Labs, Inc. and the full repayment of our loan investment in 3PL Central LLC (dba Extensiv), as well as net unrealized gains on investments acquired in connection with the SWK Acquisition, primarily reflecting the purchase discount recorded at acquisition. These increases were largely offset by unrealized losses on our investments in Marley Spoon SE and BlueConic Holding, Inc. (fka Blueshift Labs, Inc.) and our preferred stock investment in JobGet Holdings, Inc. (fka Snagajob.com, Inc.). Net change in unrealized loss of $21.8 million for the nine months ended September 30, 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, 3PL Central LLC, and Blueshift Labs, Inc. The decrease in fair value was partially offset by an increase in fair value of our investments in Hurricane Cleanco Limited and Brivo, Inc. and a release of prior unrealized loss on our investments in Quantum Corporation and FiscalNote, Inc.
Net Increase (Decrease) in Net Assets Resulting from Operations
We had a net increase in net assets resulting from operations of $10.7 million for the three months ended September 30, 2026, as compared to a net increase in net assets resulting from operations of $8.0 million for the three months ended September 30, 2025.
We had a net increase in net assets resulting from operations of $3.1 million for the nine months ended September 30, 2026, as compared to a net increase in net assets resulting from operations of $26.7 million for the nine months ended September 30, 2025.
Financial Condition, Liquidity, Capital Resources and Obligations
Our liquidity and capital resources are derived from net proceeds from the offering of our securities, debt borrowings and cash flows from operations, including investment sales and repayments, and income earned. We have used, and expect to continue to use, our debt and the proceeds from the turnover of our portfolio and from public and private offerings of securities to finance our investment objectives. We expect that we may also generate cash from any financing arrangements we may enter into in the future and any future offerings of our equity or debt securities. Financing arrangements may come in the form of borrowings from banks or issuances of senior securities, which may be secured or unsecured, through registered offerings or private placements. Our primary use of funds is to make investments in eligible portfolio companies, pay our operating expenses and make distributions to holders of our common stock.
During the nine months ended September 30, 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, (iii) net borrowings under our Credit Facility, and (iv) net proceeds
76
Table of Contents
from the issuance of our December 2029 Notes and our February 2031 Notes, which replaced our April 2026 Notes, December 2027 Notes, and a portion of our July 2027 Notes.
During the nine months ended September 30, 2026, our operating activities used $38.2 million of cash and cash equivalents, compared to $165.7 million in cash and cash equivalents provided by operating activities during the nine months ended September 30, 2025. The $203.9 million increase in cash used in operating activities was primarily attributable to $143.4 million of net cash consideration for the SWK Acquisition, which includes acquisition-related transaction costs, as well as lower proceeds from sales and repayments of investments and higher net portfolio investment activity.
During the nine months ended September 30, 2026, our financing activities provided $23.6 million of cash and cash equivalents, compared to $163.5 million of cash and cash equivalents used in financing activities during the nine months ended September 30, 2025. The $187.1 million increase in cash and cash equivalents provided by financing activities was primarily due to increased net borrowing activity of $182.7 million.
As of September 30, 2026, our net assets totaled $494.7 million, with a net asset value per share of $11.94. 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.
Available Liquidity and Capital Resources
As of September 30, 2026, we had $216.6 million in available liquidity, including $3.6 million in cash and cash equivalents, and $213.0 million available under our Credit Facility, subject to borrowing base capacity. As of September 30, 2026, we had $212.0 million of secured debt outstanding under our Credit Facility, which is a floating interest rate obligation, and $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" 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 September 30, 2026 and December 31, 2025, our asset coverage ratio was 191% and 211%, respectively.
As detailed above, our diverse and well-structured balance sheet is designed to provide a long-term focused and sustainable investment platform. Currently, we believe we have sufficient liquidity to support our near-term capital requirements.
Commitments and Obligations
Our significant contractual payment obligations relate to our borrowings and deferred incentive fees. As of September 30, 2026, we had $545.5 million in debt outstanding, of which $73.2 million is due within the next year, $319.0 million is due within one to three years, and $153.3 million is due beyond three years. As of September 30, 2026, we had $10.4 million of deferred incentive fees, $3.7 million of which is due within the next year, $5.3 million is due within one to three years, and $1.4 million is due beyond three years.
In addition to our on-balance sheet contractual obligations, in the normal course of business, we have future cash requirements related to our financial instruments with off-balance sheet risk. These primarily consist of unfunded commitments to extend credit, in the form of loans, to our portfolio companies. Unfunded commitments to provide funds to portfolio companies are not reflected on our Consolidated Statements of Assets and Liabilities.
Our unfunded commitments may be significant from time to time. As of September 30, 2026, we had a total of $81.5 million in unfunded commitments, which consisted of $58.7 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 September 30, 2026, we had $23.1 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, Contingencies, and Off-Balance Sheet Arrangements" 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 September 30, 2026.
77
Table of Contents
The fair value of our unfunded commitments is considered to be immaterial as the yield determined at the time of underwriting is expected to be materially consistent with the yield upon funding, given that interest rates are generally pegged to market indices and given the existence of milestones, conditions and/or obligations embedded in the borrowing agreements.
Repurchase Program
On February 24, 2022, our Board of Directors approved a share repurchase program (the "First 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. We repurchased 871,345 shares in connection with the First Repurchase Program for an aggregate purchase price of $10.8 million. The First Repurchase Program expired on February 24, 2023.
On November 2, 2023, our Board of Directors approved a share repurchase program (the "Second 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. We repurchased 1,961,938 shares in connection with the Second Repurchase Program for an aggregate purchase price of $23.5 million. The Second Repurchase Program expired on November 2, 2024.
On July 30, 2024, our Board of Directors approved a share repurchase program (the "Third Repurchase Program"), under which we were authorized to repurchase up to $15.0 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. We repurchased 1,199,867 shares in connection with the Third Repurchase Program for an aggregate purchase price of $12.5 million. The Third Repurchase Program expired on July 30, 2025.
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. We repurchased 1,213,391 shares in connection with the Fourth Repurchase Program 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 "Fifth Repurchase Program"), under which we may repurchase up to $15.0 million of our outstanding shares of common stock. Under the Fifth 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 Fifth 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 September 30, 2026, we repurchased 1,018,206 shares for an aggregate purchase price of $6.2 million. Please refer to "Recent Developments" for additional information about the Fifth Repurchase Program.
Cumulative repurchases under all repurchase programs totaled 6,264,747 shares at an aggregate purchase price of $65.5 million.
Distributions and Dividend Reinvestment Plan
To the extent that we have funds available, we intend to make quarterly distributions to our stockholders. Our stockholder distributions, if any, will be determined by our Board of Directors. Any distribution to our stockholders will be declared out of assets legally available for distribution. We anticipate that distributions will be paid from income primarily generated by interest and dividend income earned on investments made by us.
During the three and nine months ended September 30, 2026, we declared and paid dividends in the amount of $13.8 million and $39.8 million, respectively, of which $13.6 million and $39.1 million, respectively, were distributed in cash, with the remainder distributed in the form of 33,817 and 98,131 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 nine months ended September 30, 2025, we declared and paid dividends in the amount of $13.0 million and $39.5 million, respectively, of which $12.8 million and $38.7 million, respectively, were distributed in cash, with the remainder distributed in the form of 20,887 and 81,603 shares, respectively, of our common stock purchased by us in the open market and distributed to stockholders pursuant to our Dividend Reinvestment Plan.
The timing and amount of our distributions, if any, will be determined by our Board of Directors and will be declared out of assets legally available for distribution. Refer to "Note 9 – Net Assets" of our consolidated financial statements in Part I, Item 1 of this Form
78
Table of Contents
10-Q for a summary of the distributions declared and paid during the nine months ended September 30, 2026 and year ended December 31, 2025.
Critical Accounting Estimates
The preparation of the consolidated financial statements and related disclosures in conformity with U.S. GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and revenues and expenses during the reporting period. On an ongoing basis, our management evaluates its estimates and assumptions, which are based on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could materially differ from those estimates, including as a result of changes in the economic environment, financial markets, and any other parameters used in determining such estimates. Changes in our estimates and assumptions could materially impact our results of operations and financial condition. Our critical accounting estimates, including those relating to valuations of our investment portfolio, are described below. The critical accounting estimates should be read in conjunction with our risk factors as disclosed in "Risk Factors" in Part I, Item 1A of our annual report on Form 10-K, filed with the SEC on March 12, 2026. Refer to "Note 2 – Summary of Significant Accounting Policies" of our consolidated financial statements in Part I, Item 1 of this Form 10-Q for a discussion of our significant accounting policies. We consider the most significant critical accounting estimates and significant accounting policies to be those related to the valuation of our investment portfolio (Fair Value Measurements).
Investment Valuation
The most significant estimate inherent in the preparation of our consolidated financial statements is the valuation of investments and the related amounts of unrealized appreciation and depreciation of investments recorded. We measure the value of our financial instruments at fair value in accordance with ASC Topic 820, Fair Value Measurement ("ASC 820"), issued by the FASB. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Our investment portfolio is reported at fair value on our Consolidated Statements of Assets and Liabilities. All assets and liabilities approximate fair value on our Consolidated Statements of Assets and Liabilities, except for our borrowings other than our secured borrowings, which are reported at amortized cost. For more information on financial instruments reported at cost, refer to "Note 5 – Fair Value of Financial Instruments" of our consolidated financial statements in Part I, Item 1 of this Form 10-Q.
ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. ASC 820 also provides guidance regarding a fair value hierarchy, which prioritizes information used to measure fair value and the effect of fair value measurements on earnings and provides for enhanced disclosures determined by the level within the hierarchy of information used in the valuation. In accordance with ASC 820, these inputs are summarized in the three levels listed below:
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, a financial instrument's level within the fair value hierarchy is based on the lowest level of observable or unobservable input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the instrument.
Under ASC 820, the fair value measurement also assumes that the transaction to sell an asset or liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset, which may be a hypothetical market, and excludes transaction costs. The principal market for any asset or liability is the market with the greatest volume and level of activity for such asset or liability in which the reporting entity would or could sell or transfer the asset or liability. In determining the principal market for an asset or liability under ASC 820, it is assumed that the reporting entity has access to such market as of the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable and willing and able to transact.
79
Table of Contents
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 our 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 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 cash, receivables, payables and certain other short-term financial instruments approximate fair value because of their short-term maturities. Our remaining borrowings are carried at amortized cost.
80
Table of Contents
Recent Developments
We evaluated events subsequent to September 30, 2026 through November 5, 2026. There have been no subsequent events that occurred during such period that would require recognition or disclosure, except as disclosed below.
Distributions
On November 4, 2026, our Board of Directors declared a quarterly distribution of $0.33 per share for our stockholders of record as of November 17, 2026, payable on or about December 3, 2026.
Recent Portfolio Activity
From October 1, 2026 through November 5, 2026, we completed $4.0 million of additional debt commitments and funded $4.8 million in unfunded commitments on existing investments. We also received $55.0 million in debt prepayments and $0.7 million in equity proceeds.
October 2031 Notes
On October 1, 2026, we issued and sold approximately $46.3 million in aggregate principal amount of 7.75% interest-bearing unsecured Notes due October 1, 2031 (the "October 2031 Notes") under our shelf Registration Statement on Form N-2. The October 2031 Notes were issued pursuant to the Base Indenture and Fifth Supplemental Indenture, dated October 1, 2026, between us and U.S. Bank Trust Company, National Association, as trustee.
Interest on the October 2031 Notes is payable quarterly in arrears on March 1, June 1, September 1, and December 1 of each year. The October 2031 Notes may be redeemed in whole or in part at any time or from time to time at our option on or after October 1, 2028, at a redemption price of $25 per note plus accrued and unpaid interest thereon to, but excluding, the date fixed for redemption. The October 2031 Notes are general unsecured obligations that rank pari passu with our existing and future unsecured, unsubordinated indebtedness.
Redemption of SWK 2027 Notes
On November 3, 2026, we redeemed in full approximately $33.0 million in outstanding aggregate principal amount of our 9.00% Senior Notes due January 31, 2027, in accordance with the terms of the governing indenture, at a redemption price equal to 100% of the aggregate principal amount thereof plus accrued and unpaid interest thereon.
Share Repurchase Program
On November 4, 2026, our Board of Directors approved an expansion and extension of the Fifth Repurchase Program, which authorizes us to repurchase up to $30.0 million of our outstanding shares of common stock until September 30, 2027, at management's discretion and in accordance with applicable securities laws and regulations. If not renewed, the Fifth Repurchase Program will terminate upon the earlier of (i) the repurchase of $30.0 million of our outstanding shares of common stock or (ii) September 30, 2027.
81
Table of Contents
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are subject to financial market risk, including changes in the valuations of our investment portfolio. Market risk includes risks that arise from changes in interest rates, commodity prices, equity prices and other market changes that affect market sensitive instruments. The prices of securities held by us may decline in response to certain events, including those directly involving the companies we invest in, conditions affecting the general economy, overall market changes, legislative reform, local, regional, national or global political, social or economic instability, and interest rate fluctuations. Uncertainty with respect to the economic effects of rising interest rates and inflation, as well as uncertainty with respect to trade policies, restrictions and tariffs, has introduced significant volatility in the financial markets, and the effects of this volatility could materially impact our market risks. For additional information concerning the market risks we face and their potential impact on our business and our operating results, see Part II, Item 1A. Risk Factors.
Valuation Risk
Our investments may not have a readily available market price, and we value these investments at fair value as determined in good faith by our Board of Directors in accordance with our valuation policy. There is no single standard for determining fair value in good faith. 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. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may fluctuate from period to period. Because of the inherent uncertainty of valuation, these estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and it is possible that the difference could be material.
Interest Rate Risk
We are subject to financial market risks, including changes in interest rates. Interest rate risk is defined as the sensitivity of our current and future earnings to interest rate volatility, variability of spread relationships, the difference in re-pricing intervals between our assets and liabilities and the effect that interest rates may have on our cash flows. Changes in interest rates may affect both our cost of funding and our interest income from portfolio investments and cash and cash equivalents. Changes in interest rates can also affect our ability to acquire and originate loans and securities and the value of our investment portfolio. Our net investment income is affected by fluctuations in various interest rates, including SOFR and Prime rates, to the extent our debt investments include variable interest rates.
As of September 30, 2026, $0.9 billion of par, or 85.1% of our debt portfolio investments bore interest at variable rates, of which approximately 80.0% were based on SOFR and 20.0% were based on Prime. A hypothetical 200 basis point increase or decrease in the interest rates on our variable-rate debt investments could increase our interest income by a maximum of $13.9 million and decrease our interest income by a maximum of $5.8 million, due to certain floors, on an annual basis.
Borrowings under the Credit Facility bear interest at a floating rate, and our notes bear interest at fixed rates. Borrowings under the Credit Facility bear interest on a per annum basis equal to the Adjusted Term SOFR plus an applicable margin rate that ranges from 2.95% to 3.35% per annum depending on our leverage ratio and number of eligible loans in the collateral pool. For additional information regarding the interest rate associated with each of our debt borrowings, refer to "Note 7 – Borrowings" of our consolidated financial statements in Part I, Item 1 of this Form 10-Q.
Because we currently borrow, and plan to borrow in the future, to originate loans and securities, our net investment income is dependent upon the difference between the rate at which we borrow funds and the rate at which we invest the funds borrowed. Accordingly, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.
82
Table of Contents
We regularly measure exposure to interest rate risk. We assess interest rate risk and manage interest rate exposure on an ongoing basis by comparing our interest rate sensitive assets to our interest rate sensitive liabilities. Based on our Consolidated Statements of Assets and Liabilities as of September 30, 2026, the following table shows the approximate annualized increase (decrease) in components of net assets resulting from operations of hypothetical base rate changes in interest rates, assuming no changes to our investments or borrowing structure (in thousands except per share data):
Basis Point Change |
Interest Income |
|
|
Interest Expense |
|
|
NII |
|
|
|
NII/Share |
|
||||||||
(200) |
$ |
|
(5,787 |
) |
|
$ |
|
(4,240 |
) |
|
$ |
|
(1,547 |
) |
|
|
$ |
|
(0.04 |
) |
(150) |
|
|
(4,754 |
) |
|
|
|
(3,180 |
) |
|
|
|
(1,574 |
) |
|
|
|
|
(0.04 |
) |
(100) |
|
|
(3,495 |
) |
|
|
|
(2,120 |
) |
|
|
|
(1,375 |
) |
|
|
|
|
(0.03 |
) |
(75) |
|
|
(2,751 |
) |
|
|
|
(1,590 |
) |
|
|
|
(1,161 |
) |
|
|
|
|
(0.03 |
) |
(50) |
|
|
(1,953 |
) |
|
|
|
(1,060 |
) |
|
|
|
(893 |
) |
|
|
|
|
(0.02 |
) |
(25) |
|
|
(1,123 |
) |
|
|
|
(530 |
) |
|
|
|
(593 |
) |
|
|
|
|
(0.01 |
) |
25 |
|
|
1,284 |
|
|
|
|
530 |
|
|
|
|
754 |
|
|
|
|
|
0.02 |
|
50 |
|
|
2,774 |
|
|
|
|
1,060 |
|
|
|
|
1,714 |
|
|
|
|
|
0.04 |
|
75 |
|
|
4,395 |
|
|
|
|
1,590 |
|
|
|
|
2,805 |
|
|
|
|
|
0.07 |
|
100 |
|
|
6,132 |
|
|
|
|
2,120 |
|
|
|
|
4,012 |
|
|
|
|
|
0.10 |
|
150 |
|
|
9,746 |
|
|
|
|
3,180 |
|
|
|
|
6,566 |
|
|
|
|
|
0.16 |
|
200 |
|
|
13,873 |
|
|
|
|
4,240 |
|
|
|
|
9,633 |
|
|
|
|
|
0.23 |
|
Although we believe that the foregoing analysis is indicative of our sensitivity to interest rate changes, it does not adjust for potential changes in the credit market, credit quality, size and composition of the assets in our portfolio. It also does not adjust for other business developments, including our debt borrowings and use of our Credit Facility that could affect the net increase in net assets resulting from operations, or net income. It also does not assume any repayments from our portfolio companies. Accordingly, no assurances can be given that actual results would not differ materially from the statement above.
In addition, any investments we make that are denominated in a foreign currency will be subject to risks associated with changes in currency exchange rates. These risks include the possibility of significant fluctuations in the foreign currency markets, the imposition or modification of foreign exchange controls and potential illiquidity in the secondary market. These risks will vary depending upon the currency or currencies involved, and may be exacerbated by current economic conditions and any associated impact on foreign financial markets. See "Risk Factors – Risks Related to Our Business and Structure" in Part I, Item 1A of our annual report on Form 10-K, filed with the SEC on March 12, 2026.
Hedging
From time to time, we may hedge against interest rate and currency exchange rate fluctuations by using standard hedging instruments such as futures, options, swap contracts and forward contracts subject to the requirements of the 1940 Act. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates with respect to our portfolio of investments with fixed interest rates. As of September 30, 2026, we did not have any hedging instruments.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Co-Chief Executive Officers and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act). Based on that evaluation, our Co-Chief Executive Officers and Chief Financial Officer have concluded that our current disclosure controls and procedures are effective in timely alerting them to material information relating to us that is required to be disclosed by us in the reports we file or submit under the Exchange Act.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
83
Table of Contents
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We and RGC are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. From time to time, we or RGC may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. Our business is also subject to extensive regulation, which may result in regulatory proceedings against us. While the outcome of any such legal proceedings cannot be predicted with certainty, we do not expect that any such proceedings would have a material effect upon our financial condition or results of operations.
Item 1A. Risk Factors.
You should carefully consider the risks contained in this quarterly report on Form 10-Q, including our interim consolidated financial statements and the related notes thereto, before making a decision to purchase our securities.
In addition to the other information set forth in this report, you should carefully consider the risk factors discussed in "Risk Factors" in Part I, Item 1A of our annual report on Form 10-K, filed with the SEC on March 12, 2026.
The risks and uncertainties described in this report and our annual report on Form 10-K are not the only ones we may face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. If any of the risks listed in this report and our annual report on Form 10-K actually occur, our business, financial condition or results of operations could be materially adversely affected. If that happens, you may lose all or part of your investment.
Risks Related to Our Business and Structure
We are dependent upon RGC's senior management personnel for our future success.
We depend on the experience, diligence, skill and investment acumen of RGC's senior officers and other investment professionals, including members of its investment committee, that it currently retains or may subsequently retain that identify, evaluate, negotiate, structure, close, monitor and manage our investments. Our future success will depend to a significant extent on the continued service 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 departure of any of the members of RGC's senior management could have a material adverse effect on our ability to achieve our investment objective, as well as on our financial condition, business and results of operations. In addition, we can offer no assurance that RGC will continue indefinitely as our investment adviser.
The members of RGC's senior management are and may in the future become affiliated with entities engaged in business activities similar to those intended to be conducted by us and may have conflicts of interest in allocating their time. RGC may also manage and sub-advise private investment funds and accounts, and may manage other such funds and accounts in the future, which have investment mandates that are similar, in whole or in part, with ours. Accordingly, RGC's senior management may have obligations to investors in those entities, the fulfillment of which might not be in the best interests of us or our stockholders. For example, RGC's senior management may face conflicts of interest in the allocation of investment opportunities to us and such other existing and future funds and accounts.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Sales of Unregistered Securities
Other than pursuant to our Dividend Reinvestment Plan, and except as previously reported by us on our current reports on Form 8‑K, we did not sell any securities during the period covered by this quarterly report on Form 10‑Q that were not registered under the Securities Act.
84
Table of Contents
Issuer Purchases of Equity Securities
As part of our Fourth Repurchase Program, we have maintained repurchase plans in accordance with Rule 10b5-1 (the "Rule 10b5-1") promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Under the Fourth Repurchase Program, we repurchased 1,213,391 shares for an aggregate purchase price of $12.5 million. Repurchases under the Fourth Repurchase Program could be made in open-market or privately negotiated transactions, and we were not obligated to repurchase any shares under the Fourth Repurchase Program. The Fourth Repurchase Program expired in accordance with its terms on May 7, 2026.
On May 5, 2026, our Board of Directors approved a share repurchase program (the "Fifth Repurchase Program"). As part of our Fifth Repurchase Program, we have maintained repurchase plans in accordance with Rule 10b5-1 promulgated under the Exchange Act. Under the Fifth Repurchase Program, we repurchased 1,018,206 shares for an aggregate purchase price of $6.2 million during the nine months ended September 30, 2026. Repurchases under the Fifth Repurchase Program can be made in open-market or privately negotiated transactions, and we are not obligated to repurchase any shares under the Fifth Repurchase Program. As of September 30, 2026, the approximate dollar value of shares that could yet be repurchased under the Fifth Repurchase Program was $8.8 million. If not renewed, the Fifth 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. Refer to "Note 9 – Net Assets - Repurchase Program" and "Note 14 – Subsequent Events" of our consolidated financial statements in Part I, Item 1 of this Form 10-Q for more information.
The following chart summarizes repurchases of our common stock for the three months ended September 30, 2026:
Period |
|
Total Number of Shares Purchased |
|
|
|
Average price paid per share |
|
|
Shares purchased under publicly announced program (1) |
|
|
Approx. $ remaining under program ($000s) |
|
||||
July 1 - July 31, 2026 |
|
|
290,136 |
|
|
|
$ |
5.54 |
|
|
|
290,136 |
|
|
$ |
11,947 |
|
August 1 - August 31, 2026 |
|
|
94,017 |
|
(2) |
|
$ |
6.12 |
|
|
|
60,200 |
|
|
$ |
11,599 |
|
September 1 - September 30, 2026 |
|
|
418,701 |
|
|
|
$ |
6.73 |
|
|
|
418,701 |
|
|
$ |
8,783 |
|
Total |
|
|
802,854 |
|
|
|
$ |
6.23 |
|
|
|
769,037 |
|
|
$ |
8,783 |
|
(1) On May 5, 2026, our Board of Directors approved the Fifth Repurchase Program, which allows us to repurchase up to $15.0 million of our outstanding common stock. The program terminates on the earlier of May 7, 2027 or the repurchase of $15.0 million of our common stock.
(2) Includes 33,817 shares purchased in the open market pursuant to the terms of our dividend reinvestment plan.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
(a) None.
(b) None.
(c) Rule 10b5-1 Disclosure
For the period covered by this Quarterly Report on Form 10-Q, no director or officer of the Company has entered into any (i) contract, instruction or written plan for the purchase or sale of securities of the registrant intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or (ii) any
85
Table of Contents
Item 6. Exhibits
The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:
3.1 |
Articles of Amendment and Restatement (1) |
|
|
3.2 |
Articles of Amendment (2) |
|
|
3.3 |
Third Amended and Restated Bylaws (3) |
|
|
4.1 |
Fifth Supplemental Indenture, dated October 1, 2026, between Runway Growth Finance Corp. and U.S. Bank Trust Company, National Association (4) |
|
|
4.2 |
Form of 7.75% Notes due 2031 Global Note (included as Exhibit A to Exhibit 4.1 above) |
|
|
31.1 |
Certification of Co-Chief Executive Officer pursuant to Rule 13a‑14 of the Securities Exchange Act of 1934, as amended * |
|
|
31.2 |
Certification of Co-Chief Executive Officer pursuant to Rule 13a‑14 of the Securities Exchange Act of 1934, as amended * |
|
|
31.3 |
Certification of Chief Financial Officer pursuant to Rule 13a‑14 of the Securities Exchange Act of 1934, as amended * |
|
|
32.1 |
Certification of Co-Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * |
|
|
32.2 |
Certification of Co-Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * |
|
|
32.3 |
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * |
|
|
101.INS |
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document * |
|
|
101.SCH |
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents * |
|
|
104 |
The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 has been formatted in Inline XBRL * |
|
|
* Filed herewith.
86
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
RUNWAY GROWTH FINANCE CORP. |
|
Date: November 5, 2026 |
|
|
|
By: |
/s/ R. David Spreng |
|
|
R. David Spreng |
|
|
President, Co-Chief Executive Officer |
|
|
(Co-Principal Executive Officer) |
|
|
|
Date: November 5, 2026 |
By: |
/s/ Michael Rovner |
|
|
Michael Rovner |
|
|
Co-Chief Executive Officer |
|
|
(Co-Principal Executive Officer) |
|
|
|
Date: November 5, 2026 |
By: |
/s/ Carmela Thomson |
|
|
Carmela Thomson |
|
|
Chief Financial Officer, Treasurer and Corporate Secretary |
|
|
(Principal Financial and Accounting Officer) |
87