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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 26, 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 2.02 Results of Operations and Financial Condition.
On January 26, 2026, Runway Growth Finance
Corp. (the “Company”) released management’s preliminary estimates of certain financial results for the fiscal quarter
and year ended December 31, 2025.
Preliminary Estimates of Certain Financial
Results
| · | Management’s unaudited estimate of the
range of the Company’s net asset value per share of common stock at December 31, 2025 is between $13.41 and $13.43. |
| · | Management’s unaudited estimate of the
range of the Company’s net investment income per share of common stock for the period ended December 31, 2025 is between $0.31
and $0.33. |
These preliminary financial estimates are based on management’s preliminary determinations and current expectations as of the date
hereof, and such information is inherently uncertain. The preliminary estimates provided herein have been prepared by, and are the responsibility
of, management of the Company. The Company’s independent registered public accounting firm has not audited, reviewed, compiled,
or performed any procedures with respect to the preliminary estimates, and, accordingly, does not express an opinion or any form of assurance
with respect thereto.
These preliminary financial
estimates are subject to completion of the Company’s financial closing and review procedures and are not a comprehensive statement
of the Company’s financial results or valuations as of, or for the period ended, December 31, 2025. Actual results, including
those set forth in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2025, may differ materially
from these preliminary financial estimates as a result of the completion of the Company’s financial closing and review procedures,
final adjustments, valuation process and other developments that may arise between now and the time that the Company’s financial
results for such period are finalized.
The information set forth under this Item 2.02
shall be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall be deemed
incorporated by reference into the Company’s filing made under the Securities Act of 1933, as amended.
Forward-Looking Statements
This Current Report on Form 8-K may contain
forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by the use of forward-looking
terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “project,”
“target,” “estimate,” “intend,” “continue,” or “believe” or the negatives
thereof or other variations thereon or comparable terminology. You should read statements that contain these words carefully because they
discuss our plans, strategies, prospects and expectations concerning our business, operating results, financial condition and other similar
matters. These statements represent the Company’s belief regarding future events that, by their nature, are uncertain and outside
of the Company’s control. There are likely to be events in the future, however, that we are not able to predict accurately or control.
Any forward-looking statement made by us in this Current Report on Form 8-K speaks only as of the date on which we make it.
Factors or events that could cause our actual results to differ, possibly materially from our expectations, include, but are not limited
to, the risks, uncertainties and other factors we identify in the sections entitled “Risk Factors” and “Cautionary Statement
Regarding Forward-Looking Statements” in periodic filings we make with the Securities and Exchange Commission, and it is not possible
for us to predict or identify all of them. We undertake no obligation to update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise, except as required by law.
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: |
January 26, 2026 |
By: |
/s/
Thomas B. Raterman |
| |
|
|
Chief Operating Officer, Chief Financial Officer, Treasurer, and Secretary |
