STOCK TITAN

Runway Growth Finance offers $45M in 7.75% notes

The underwriters can purchase up to an additional $6.8 million of notes during a 30-day overallotment option.

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Runway Growth Finance Corp. (RWAY) entered into an underwriting agreement in connection with the issuance and sale of $45.0 million aggregate principal amount of 7.75% Notes due 2031. The agreement is among the company, Runway Growth Capital LLC and Oppenheimer & Co. Inc., as representative of the underwriters. The closing is expected on October 1, 2026, subject to customary closing conditions.

The company granted the underwriters a 30-day option to purchase up to an additional $6.8 million aggregate principal amount of notes to cover overallotments, if any. The offering was made under the company’s effective shelf registration statement.

Positive

  • None.

Negative

  • None.
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Aggregate principal amount $45.0 million Notes offered
Interest rate 7.75% Notes due 2031
Maturity 2031 Notes
Additional notes option Up to $6.8 million aggregate principal amount To cover overallotments, if any
Option period 30 days Underwriters’ option to purchase additional notes
Expected closing October 1, 2026 Subject to customary closing conditions
aggregate principal amount financial
"$45.0 million aggregate principal amount"
The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.
overallotments financial
"to cover overallotments, if any"
An overallotment, often called a "greenshoe" option, is a short-term right given to underwriters of a new stock offering to sell up to about 15% more shares than planned. It matters to investors because it lets underwriters smooth the stock’s post-offering price—if demand falls they buy back extra shares to support the price, and if demand stays strong they exercise the option to supply more shares—reducing abrupt swings like a shock absorber for the market.
Underwriting Agreement financial
"entered into an underwriting agreement"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
shelf registration statement regulatory
"effective shelf registration statement"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
customary closing conditions financial
"subject to customary closing conditions"
"Customary closing conditions" are standard rules or checks that must be met before a business deal can be finalized, like making sure all paperwork is in order or that certain approvals are obtained. They matter because they help protect both parties, ensuring everything is in place and reducing the risk of surprises or problems after the deal is closed.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much in notes is RWAY offering, and what are the terms?

RWAY entered into an underwriting agreement for $45.0 million aggregate principal amount of 7.75% Notes due 2031. The closing is expected on October 1, 2026, subject to customary closing conditions.

Does RWAY have an overallotment option for the notes?

The underwriters have a 30-day option to purchase up to an additional $6.8 million aggregate principal amount of notes to cover overallotments, if any.

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

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false00016533840001653384rway:Sec750NotesDue2027Member2026-09-242026-09-2400016533842026-09-242026-09-240001653384rway:CommonStockParValue001PerShareMember2026-09-242026-09-240001653384rway:Notes725Due2031Member2026-09-242026-09-240001653384rway:NotesDue2027Member2026-09-242026-09-24

 

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): September 24, 2026

 

 

Runway Growth Finance Corp.

(Exact name of Registrant as Specified in Its Charter)

 

 

Maryland

814-01180

47-5049745

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

205 N. Michigan Ave.

Suite 4200

 

Chicago, Illinois

 

60601

(Address of Principal Executive Offices)

 

(Zip Code)

 

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

 

 

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

 

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

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, par value $0.01 per share

 

RWAY

 

Nasdaq Global Select Market

7.50% Notes due 2027

 

RWAYL

 

Nasdaq Global Select Market

7.25% Notes due 2031

 

RWAYI

 

Nasdaq Global Select Market

9.00% Notes due 2027

 

SWKHL

 

Nasdaq Global Select Market

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

Emerging growth company ☒

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

 


Item 1.01 Entry into a Material Definitive Agreement.

Underwriting Agreement

On September 24, 2026, Runway Growth Finance Corp. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company, Runway Growth Capital LLC and Oppenheimer & Co. Inc., as representative of each of the several underwriters named in Schedule I thereto, in connection with the issuance and sale of $45.0 million aggregate principal amount of the Company’s 7.75% Notes due 2031 (the “Offering”). The closing of the Offering is expected to occur on October 1, 2026, subject to customary closing conditions. The Company also granted the underwriters a 30-day option to purchase up to an additional $6.8 million in aggregate principal amount of the Notes to cover overallotments, if any.

The Offering was made pursuant to the Company’s effective shelf registration statement on Form N-2 (Registration No. 333-284781) previously filed with the Securities and Exchange Commission (the “SEC”), as supplemented by a preliminary prospectus supplement dated September 23, 2026 and a final prospectus supplement dated September 24, 2026. This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 is hereby incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

 

Exhibit No.

 

Description

1.1

 

Underwriting Agreement, dated as of September 24, 2026, by and among Runway Growth Finance Corp., Runway Growth Capital LLC and Oppenheimer & Co. Inc., as Representative of the several Underwriters named in Schedule I thereto.

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:

September 25, 2026

By:

/s/ Carmela Thomson

 

 

 

Carmela Thomson
Chief Financial Officer, Treasurer and Secretary

 


Filing Exhibits & Attachments

2 documents

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