Runway Growth plans $100.0 million 2031 notes

Runway Growth Finance Corp. entered into an underwriting agreement for a public offering of $100.0 million aggregate principal amount of its 7.25% Notes due 2031.

Rhea-AI Filing Summary

Runway Growth Finance Corp. entered into an underwriting agreement for a public offering of $100.0 million aggregate principal amount of its 7.25% Notes due 2031. The deal was arranged with Oppenheimer & Co. Inc., representing several underwriters, and uses the company’s effective shelf registration.

The company granted the underwriters a 30-day option to buy up to an additional $15.0 million principal amount of these notes to cover overallotments. Closing of the offering is expected on February 3, 2026, subject to customary closing conditions, and the notes constitute a direct financial obligation of the company.

Insights

Credit and capital-structure analyst

Runway Growth is raising $100.0 million via new 7.25% notes due 2031.

Runway Growth Finance Corp. has agreed to issue $100.0 million of 7.25% Notes due 2031 under an underwriting agreement with Oppenheimer & Co. Inc. and other underwriters. This transaction is conducted off an effective Form N-2 shelf, indicating a planned public debt financing.

The company also granted a 30-day option for up to an additional $15.0 million principal amount of notes to cover overallotments, so total issuance could reach $115.0 million. The notes create a direct financial obligation for the issuer, aligning with the Item 2.03 disclosure about new indebtedness.

Actual impact on leverage and interest expense will depend on future disclosures about how the proceeds are used and any existing debt profile. The expected closing date is February 3, 2026, subject to customary closing conditions, so subsequent company reports should provide more detail once the transaction is completed.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

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.

FAQ

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

What financing did Runway Growth Finance Corp. (RWAY) announce in this 8-K?

Runway Growth Finance Corp. agreed to issue $100.0 million of 7.25% Notes due 2031. The notes will be sold under an underwriting agreement led by Oppenheimer & Co. Inc., using the company’s effective shelf registration statement on Form N-2 for a public offering.

What are the key terms of Runway Growth Finance Corp.’s 7.25% Notes due 2031?

The company is offering 7.25% Notes maturing in 2031 with an initial principal amount of $100.0 million. These notes carry a 7.25% interest rate and are expected to close on February 3, 2026, subject to customary closing conditions under the underwriting agreement.

Does Runway Growth Finance Corp. (RWAY) have an overallotment option for the 2031 notes?

Yes. The underwriters have a 30-day option to buy up to an additional $15.0 million of notes. This option is intended to cover overallotments, potentially increasing total principal issued from $100.0 million to as much as $115.0 million if fully exercised.

Which parties are involved in Runway Growth Finance Corp.’s new notes offering?

The underwriting agreement includes Runway Growth Finance Corp., Runway Growth Capital LLC, and Oppenheimer & Co. Inc. Oppenheimer & Co. Inc. acts as representative of the several underwriters named in Schedule I, coordinating the sale of the 7.25% Notes due 2031.

Under what registration statement is Runway Growth Finance Corp. issuing the 7.25% Notes?

The notes are being offered under an effective shelf registration statement on Form N-2, Registration No. 333-284781. The offering is further detailed in a preliminary prospectus supplement dated January 26, 2026, and a final prospectus supplement dated January 27, 2026.

What SEC items does this Runway Growth Finance Corp. 8-K address for the new notes?

The 8-K discloses the underwriting agreement under Item 1.01 and the new debt under Item 2.03. Item 1.01 covers entry into a material definitive agreement, while Item 2.03 addresses creation of a direct financial obligation related to the 7.25% Notes due 2031.

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Accepted by SEC EDGAR 01/29/2026 - 09:13 AM Learn about SEC filing dates

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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): January 27, 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

Not Applicable

(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
8.00% Notes due 2027		RWAYZ		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 x

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 January 27, 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 $100.0 million aggregate principal amount of the Company’s 7.25% Notes due 2031 (the “Offering”). The closing of the Offering is expected to occur on February 3, 2026, subject to customary closing conditions. The Company also granted the underwriters a 30-day option to purchase up to an additional $15.0 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 January 26, 2026 and a final prospectus supplement dated January 27, 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 Number		Description
1.1		Underwriting Agreement, dated as of January 27, 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.

Date: January 29, 2026	RUNWAY GROWTH FINANCE CORP.
	By:	/s/ Thomas B. Raterman
		Thomas B. Raterman
		Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary