[8-K] Runway Growth Finance Corp. Reports Material Event
Rhea-AI Filing Summary
Runway Growth Finance Corp. reported weaker first quarter 2026 results, with total investment income of $29.5 million and net investment income of $10.6 million, or $0.29 per share, both down from the prior year. A large $46.7 million net unrealized loss on investments drove a net decrease in net assets from operations of $34.8 million, or $0.96 per share. The investment portfolio stood at $886.3 million at fair value with a 14.2% dollar-weighted annualized yield on debt investments. Net asset value was $438.2 million, or $12.13 per share, down from $13.48 a year earlier. The board declared a $0.33 per share quarterly distribution and approved a $15.0 million share repurchase program. The company also completed its acquisition of SWK Holdings, issuing 6,330,509 shares and assuming $33.0 million of 9.00% notes due 2027, while announcing a planned CFO transition effective June 30, 2026.
Positive
- None.
Negative
- None.
Insights
Results show strong yield but sizable unrealized losses and NAV erosion.
Runway Growth Finance generated total investment income of $29.5 million and net investment income of $10.6 million in Q1 2026, with a robust dollar-weighted annualized yield on debt investments of 14.2%. Operating expenses fell slightly year over year.
The key pressure point is credit valuation: net change in unrealized loss on investments was $46.7 million, producing a net decrease in net assets from operations of $34.8 million and reducing net asset value per share to $12.13 from $13.48 as of March 31, 2025.
Strategically, closing the SWK Holdings acquisition adds healthcare and life sciences exposure and brings $33.0 million of 9.00% 2027 notes onto the balance sheet. Liquidity remains sizable at about $372.3 million, and a $15.0 million share repurchase authorization plus a $0.33 per-share distribution support capital return, even as portfolio marks and NAV trends warrant close attention in future company disclosures.
8-K Event Classification
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): |
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
||
|
|
|
|
|
|
||||
|
||||
(Address of Principal Executive Offices) |
|
(Zip Code) |
||
Registrant’s Telephone Number, Including Area Code: |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
|
|
Trading |
|
|
|
|
|||
|
|
|||
|
|
|||
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.02 Results of Operations and Financial Condition.
On May 7, 2026, Runway Growth Finance Corp. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2026. The text of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information set forth under this Item 2.02, including the information set forth in Exhibit 99.1 hereto, is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise. The information set forth under this Item 2.02, including Exhibit 99.1, shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.
Item 9.01 Financial Statements and Exhibits.
Exhibit Number |
|
Description |
|
|
|
99.1 |
|
Press Release, dated May 7, 2026. |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
Runway Growth Finance Corp. |
|
|
|
|
Date: |
May 7, 2026 |
By: |
/s/ Thomas B. Raterman |
|
|
|
Chief Operating Officer, Chief Financial Officer, Treasurer, and Secretary |
Runway Growth Finance Corp. Reports First Quarter 2026 Financial Results
Delivered Total and Net Investment Income of $29.5 million and $10.6 million, Respectively
Investment Portfolio of $886.3 million
Conference Call Today, Thursday, May 7, 2026 at 5:00 p.m. ET
MENLO PARK, Calif., May 7, 2026—Runway Growth Finance Corp. (Nasdaq: RWAY) (“Runway Growth” or the “Company”), a leading provider of flexible capital solutions to late- and growth-stage companies seeking an alternative to raising equity, today announced its financial results for the first quarter ended March 31, 2026.
First Quarter 2026 Highlights
Second Quarter 2026 Distributions
“In the first quarter, Runway Growth focused on the close and integration of the SWK Holdings acquisition, while navigating a volatile macroeconomic backdrop,” said David Spreng, Founder and CEO of Runway Growth. “With the transaction now complete, we are well positioned to selectively capitalize on opportunities and expand our exposure to leading healthcare and life sciences companies. Today, we also announced a new $15 million share repurchase authorization, which we expect to utilize as we believe our shares present an extremely compelling value relative to the outlook of the business.”
First Quarter 2026 Operating Results
Total investment income for the quarter ended March 31, 2026 was $29.5 million, compared to $35.4 million for the quarter ended March 31, 2025.
The Company's dollar-weighted annualized yield on average debt investments for the quarter ended March 31, 2026 was 14.2%. The Company calculates the yield on dollar-weighted debt investments for any period measured as (1) total investment-related income during the period divided by (2) the daily average of the fair value of debt investments, including investments on non-accrual status, outstanding during the period.
Total operating expenses for the quarter ended March 31, 2026 were $18.8 million, compared to $19.8 million for the quarter ended March 31, 2025.
Net investment income for the quarter ended March 31, 2026 was $10.6 million, or $0.29 per share, compared to $15.6 million, or $0.42 per share, for the quarter ended March 31, 2025.
Net realized gain on investments was $1.3 million for the quarter ended March 31, 2026, compared to a net realized gain of $6.1 million for the quarter ended March 31, 2025.
For the quarter ended March 31, 2026, net change in unrealized loss on investments was $46.7 million, compared to a net change in unrealized loss on investments of $19.8 million for the quarter ended March 31, 2025.
For the quarter ended March 31, 2026, our net decrease in net assets resulting from operations was $34.8 million, or $0.96 per share, compared to a net increase in net assets resulting from operations of $1.9 million, or $0.05 per share, for the quarter ended March 31, 2025.
Portfolio and Investment Activity
As of March 31, 2026, Runway Growth’s investment portfolio had an aggregate fair value of $886.3 million in 56 companies, comprising $829.6 million in loans, 99.2% of which are senior secured loans, and $56.8 million in warrants and other equity-related investments.
During the first quarter of 2026, Runway Growth funded one investment in a new portfolio company, three investments in existing portfolio companies, representing $17.6 million in gross funded investments, which net of upfront loan origination fees is $17.5 million.
During the first quarter of 2026, Runway Growth received aggregate proceeds of $17.5 million in principal prepayments and equity sale proceeds. In addition, Runway Growth received proceeds of $1.9 million in scheduled amortizations.
Total portfolio investment activity for the three months ended March 31, 2026 and 2025 was as follows:
|
|
Three Months Ended March 31, |
|
|||||||
|
|
2026 |
|
|
2025 |
|
||||
Beginning investment portfolio |
$ |
|
927,402 |
|
|
$ |
|
1,076,840 |
|
|
Purchases of investments |
|
|
17,477 |
|
|
|
|
15,320 |
|
|
PIK interest |
|
|
4,797 |
|
|
|
|
3,260 |
|
|
Sales and prepayments of investments |
|
|
(17,483 |
) |
|
|
|
(74,978 |
) |
|
Scheduled repayments of investments |
|
|
(1,934 |
) |
|
|
|
(3,665 |
) |
|
Amortization of fixed income premiums or accretion of discounts |
|
|
1,912 |
|
|
|
|
1,189 |
|
|
Net realized gain (loss) on investments |
|
|
1,257 |
|
|
|
|
6,057 |
|
|
Net change in unrealized gain (loss) on investments |
|
|
(47,082 |
) |
|
|
|
(19,790 |
) |
|
Ending investment portfolio |
$ |
|
886,346 |
|
|
$ |
|
1,004,233 |
|
|
Net Asset Value
As of March 31, 2026, net asset value per share was $12.13, compared to $13.48 as of March 31, 2025. Total net assets at the end of the first quarter of 2026 was $438.2 million, down 12.9% from $503.3 million as of March 31, 2025.
Liquidity and Capital Resources
As of March 31, 2026, the Company had approximately $372.3 million in available liquidity, including unrestricted cash and cash equivalents of $2.3 million and $370.0 million in available borrowing capacity under the Company’s credit facility, subject to existing terms, advance rates and regulatory and covenant requirements.
The Company ended the quarter with a core leverage ratio of approximately 98%, compared to 99% for the quarter ended March 31, 2025.
Distributions
On May 5, 2026, the Company’s board of directors (the "Board of Directors") declared a quarterly distribution of $0.33 per share for stockholders of record as of May 18, 2026. Distributions are payable on June 2, 2026.
Recent Developments
The Company evaluated events subsequent to March 31, 2026 through May 7, 2026, the date the consolidated financial statements were issued. There have been no subsequent events that occurred during such period that would require recognition or disclosure, except as disclosed below.
Repurchase Program
On May 5, 2026, our Board of Directors approved a share repurchase program (the "New Repurchase Program"), under which we may repurchase up to $15.0 million of our outstanding shares of common stock. Under the New 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 New 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.
Retirement and Appointment of Certain Officers
The Company
On May 5, 2026, Thomas B. Raterman notified our Board of Directors that he would retire from his positions as our Chief Operating Officer, Chief Financial Officer, Treasurer and Corporate Secretary effective as of the close of business on June 30, 2026, at which time he will become Vice Chairman of RGC. In that role, he will focus on strategic initiatives that include portfolio optimization, platform-level mergers and acquisitions, capital markets transactions, and capital formation. Mr. Raterman will also continue to serve as a member of the investment committee of RGC.
On May 5, 2026, our Board of Directors elected Carmela Thomson to serve as our Chief Financial Officer, Treasurer and Corporate Secretary effective as of the close of business on June 30, 2026.
The Investment Adviser
Effective as of April 6, 2026, David Spreng, our Chief Executive Officer and President, returned to his role as Chief Investment Officer of RGC in place of Greg Greifeld.
In connection with the Merger (as defined below), John David Tamas became a managing director of healthcare and life sciences investing at RGC.
Effective as of April 30, 2026, Avisha Khubani was promoted to Chief Credit Officer at RGC.
SWK Acquisition
On April 6, 2026, the Company completed its previously announced acquisition of SWK Holdings Corporation, a Delaware corporation ("SWK"), pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 9, 2025, 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 Runway Growth Capital LLC, a Delaware limited liability company (the "Adviser"). 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, together with the First Merger and the Second Merger, the "Mergers").
In accordance with the terms of the Merger Agreement, at the effective time of the First Merger, each outstanding share of common stock, par value $0.001 per share, of SWK ("SWK Common Stock") was converted into the right to receive (i) either (A) 1.7264 shares of common stock, par value $0.01 per share, of the Company ("Company Common Stock") or (B) $20.59 in cash (based on the election of the holder thereof in accordance with the terms of the Merger Agreement (and subject to the proration as provided therein)) plus (ii) $0.74 in cash, which represents a pro rata share of the guaranteed cash payment paid by the Adviser. As a result, the Company issued an aggregate of 6,330,509 shares of its common stock to SWK's former stockholders. No fractional shares were issued in the First Merger and the value of any fractional shares of Company Common Stock that a former holder of SWK Common Stock would otherwise be entitled to receive will be paid in cash.
Third Supplemental Indenture for the 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 "Trustee"), effective as of the closing of the Merger. The Third Supplemental Indenture relates to the Company's assumption of $33.0 million in aggregate principal amount of SWK's 9.00% Senior Notes due 2027 (the "2027 Notes").
Pursuant to the Third Supplemental Indenture, the Company expressly assumed the obligations of SWK for the due and punctual payment of the principal of, and premium, if any, and interest on all the 2027 Notes, and the due and punctual performance and observance of all of the covenants and conditions of the indenture, dated October 3, 2023 (the "Base Indenture"), by and between SWK and the 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.
Recent Portfolio Activity
From March 31, 2026 through May 7, 2026, the Company funded $44.4 million in unfunded commitments on existing investments.
Conference Call
Runway Growth will hold a conference call to discuss its first quarter ended March 31, 2026 financial results at 2:00 p.m. PT (5:00 p.m. ET) on Thursday, May 7, 2026. To participate in the conference call or webcast, participants should register online at the Runway Investor Relations website. The earnings call can also be accessed through the following links:
A live webcast will be available in the investor section of the Company’s website, and will be archived for 90 days following the call.
About Runway Growth Finance Corp.
Runway Growth is a specialty finance company focused on providing flexible capital solutions to late- and growth-stage companies seeking an alternative to raising equity. Runway Growth is a closed-end investment fund that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. Runway Growth is externally managed by Runway Growth Capital LLC, an affiliate of BC Partners Advisors L.P. and led by industry veteran David Spreng. For more information, please visit www.runwaygrowth.com.
Forward-Looking Statements
Statements included herein may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Statements other than statements of historical facts included in this press release may constitute forward-looking statements and are not guarantees of future performance, condition or results and involve a number of risks and uncertainties. Actual results may differ materially from those in forward-looking statements as a result of a number of factors, including those described from time to time in Runway Growth’s filings with the Securities and Exchange Commission. Runway Growth undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this press release.
Important Disclosures
Strategies described involve special risks that should be evaluated carefully before a decision is made to invest. Not all of the risks and other significant aspects of these strategies are discussed herein. Please see a more detailed discussion of these risk factors and other related risks in the Company’s most recent annual report on Form 10-K in the section entitled “Risk Factors,” which may be obtained on the Company’s website, www.runwaygrowth.com, or the SEC’s website, www.sec.gov.
IR Contacts:
Taylor Donahue, Prosek Partners, rway@prosek.com
Thomas B. Raterman, Chief Financial Officer and Chief Operating Officer, tr@runwaygrowth.com
RUNWAY GROWTH FINANCE CORP.
Consolidated Statements of Assets and Liabilities
(In thousands, except share and per share data)
|
|
March 31, 2026 |
|
December 31, 2025 |
||
|
|
(Unaudited) |
|
|
|
|
Assets |
|
|
|
|
|
|
Investments at fair value: |
|
|
|
|
|
|
Non-control/non-affiliate investments at fair value (cost of $968,725 and $961,646, respectively) |
|
$ |
873,311 |
|
$ |
912,656 |
Affiliate investments at fair value (cost of $4,551 and $4,551, respectively) |
|
|
- |
|
|
- |
Control investments at fair value (cost of $12,180 and $13,233, respectively) |
|
|
13,035 |
|
|
14,746 |
Total investments at fair value (cost of $985,456 and $979,430, respectively) |
|
|
886,346 |
|
|
927,402 |
Cash and cash equivalents |
|
|
2,312 |
|
|
18,175 |
Interest and fees receivable |
|
|
8,540 |
|
|
7,594 |
Deferred financing costs |
|
|
3,895 |
|
|
4,217 |
Other assets |
|
|
3,833 |
|
|
2,726 |
Total assets |
|
|
904,926 |
|
|
960,114 |
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
Debt: |
|
|
|
|
|
|
Credit facility |
|
|
180,000 |
|
|
173,000 |
2026 Notes |
|
|
- |
|
|
25,000 |
2027 Notes |
|
|
40,250 |
|
|
132,250 |
2028 Notes |
|
|
107,000 |
|
|
107,000 |
2031 Notes |
|
|
103,250 |
|
|
- |
Deferred financing costs |
|
|
(3,556) |
|
|
(1,913) |
Total debt, less deferred financing costs |
|
|
426,944 |
|
|
435,337 |
Incentive fees payable |
|
|
14,851 |
|
|
14,444 |
Interest payable |
|
|
7,199 |
|
|
6,756 |
Foreign currency forward contracts |
|
|
176 |
|
|
711 |
Secured borrowings |
|
|
14,759 |
|
|
14,578 |
Accrued expenses and other liabilities |
|
|
2,769 |
|
|
3,319 |
Total liabilities |
|
|
466,698 |
|
|
475,145 |
|
|
|
|
|
|
|
Net assets |
|
|
|
|
|
|
Common stock, par value |
|
|
361 |
|
|
361 |
Additional paid-in capital |
|
|
534,238 |
|
|
534,508 |
Accumulated undistributed (overdistributed) earnings |
|
|
(96,371) |
|
|
(49,900) |
Total net assets |
|
$ |
438,228 |
|
$ |
484,969 |
|
|
|
|
|
|
|
Shares of common stock outstanding ($0.01 par value, 100,000,000 shares authorized) |
|
|
36,134,037 |
|
|
36,134,037 |
Net asset value per share |
|
$ |
12.13 |
|
$ |
13.42 |
RUNWAY GROWTH FINANCE CORP.
Consolidated Statements of Operations
(In thousands, except share and per share data)
|
|
Three Months Ended March 31, |
|
|||||||
|
|
2026 |
|
|
2025 |
|
||||
Investment income |
|
|
|
|
|
|
|
|
||
From non-control/non-affiliate investments: |
|
|
|
|
|
|
|
|
||
Interest income |
|
$ |
|
23,591 |
|
|
$ |
|
30,109 |
|
Payment-in-kind interest income |
|
|
|
4,633 |
|
|
|
|
3,651 |
|
Dividend income |
|
|
|
253 |
|
|
|
|
318 |
|
Fee income |
|
|
|
417 |
|
|
|
|
229 |
|
From affiliate investments: |
|
|
|
|
|
|
|
|
||
Interest income |
|
|
|
- |
|
|
|
|
646 |
|
Fee income |
|
|
|
- |
|
|
|
|
256 |
|
From control investments: |
|
|
|
|
|
|
|
|
||
Interest income |
|
|
|
494 |
|
|
|
|
- |
|
Other income |
|
|
|
62 |
|
|
|
|
189 |
|
Total investment income |
|
|
|
29,450 |
|
|
|
|
35,398 |
|
|
|
|
|
|
|
|
|
|
||
Operating expenses |
|
|
|
|
|
|
|
|
||
Management fees |
|
|
|
3,613 |
|
|
|
|
4,009 |
|
Incentive fees |
|
|
|
2,601 |
|
|
|
|
3,929 |
|
Interest and other debt financing expenses |
|
|
|
10,486 |
|
|
|
|
10,287 |
|
Professional fees |
|
|
|
604 |
|
|
|
|
454 |
|
Administration agreement expenses |
|
|
|
648 |
|
|
|
|
625 |
|
Insurance expense |
|
|
|
160 |
|
|
|
|
155 |
|
Tax expense |
|
|
|
270 |
|
|
|
|
110 |
|
Other expenses |
|
|
|
444 |
|
|
|
|
230 |
|
Total operating expenses |
|
|
|
18,826 |
|
|
|
|
19,799 |
|
Net investment income |
|
|
|
10,624 |
|
|
|
|
15,599 |
|
|
|
|
|
|
|
|
|
|
||
Net realized and net change in unrealized gain (loss) |
|
|
|
|
|
|
|
|
||
Net realized gain (loss): |
|
|
|
|
|
|
|
|
||
Non-control/non-affiliate investments |
|
|
|
207 |
|
|
|
|
(2,886 |
) |
Affiliate investments |
|
|
|
- |
|
|
|
|
8,943 |
|
Control investments |
|
|
|
1,050 |
|
|
|
|
- |
|
Net realized gain (loss) on investments |
|
|
|
1,257 |
|
|
|
|
6,057 |
|
Net realized gain (loss) on forward contracts and foreign currency transactions |
|
|
|
(5 |
) |
|
|
|
- |
|
Net realized gain (loss) |
|
|
|
1,252 |
|
|
|
|
6,057 |
|
|
|
|
|
|
|
|
|
|
||
Net change in unrealized gain (loss): |
|
|
|
|
|
|
|
|
||
Non-control/non-affiliate investments |
|
|
|
(46,424 |
) |
|
|
|
(9,799 |
) |
Affiliate investments |
|
|
|
- |
|
|
|
|
(9,925 |
) |
Control investments |
|
|
|
(658 |
) |
|
|
|
(66 |
) |
Net change in unrealized gain (loss) on investments |
|
|
|
(47,082 |
) |
|
|
|
(19,790 |
) |
Net change in unrealized gain (loss) on forward contracts and foreign currency transactions |
|
|
|
535 |
|
|
|
|
- |
|
Net change in unrealized gain (loss) on secured borrowings |
|
|
|
(146 |
) |
|
|
|
- |
|
Net change in unrealized gain (loss) |
|
|
|
(46,693 |
) |
|
|
|
(19,790 |
) |
|
|
|
|
|
|
|
|
|
||
Net realized and unrealized gain (loss) |
|
|
|
(45,441 |
) |
|
|
|
(13,733 |
) |
|
|
|
|
|
|
|
|
|
||
Net increase (decrease) in net assets resulting from operations |
|
$ |
|
(34,817 |
) |
|
$ |
|
1,866 |
|
|
|
|
|
|
|
|
|
|
||
Net increase (decrease) in net assets resulting from operations per common share (basic and diluted) |
|
$ |
|
(0.96 |
) |
|
$ |
|
0.05 |
|
Weighted average shares outstanding (basic and diluted) |
|
|
|
36,134,037 |
|
|
|
|
37,347,428 |
|