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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): February 3, 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.
On February 3, 2025, in connection with a previously
announced public offering, Runway Growth Finance Corp. (the “Company”) and U.S. Bank Trust Company, National
Association, as trustee (the “Trustee”), entered into the Third Supplemental Indenture (the “Third
Supplemental Indenture”) to the Base Indenture, dated July 28, 2022, between the Company and the Trustee (together with
the Third Supplemental Indenture, the “Indenture”). The Third Supplemental Indenture relates to the Company’s
issuance, offering and sale of $103,250,000 in aggregate principal amount of its 7.25% Notes due 2031 (the “Notes”).
The Notes will mature on February 3, 2031, unless
previously redeemed or repurchased in accordance with their terms. The interest rate of the Notes is 7.25% per year and will be paid quarterly
in arrears on March 1, June 1, September 1 and December 1 of each year, commencing March 1, 2026. The Notes are the Company’s direct
unsecured obligations and rank pari passu with the Company’s existing and future unsecured, unsubordinated indebtedness,
including the Company’s 7.50% Notes (as defined below), the 8.00% Notes (as defined below) and the 7.51% Series 2025A Senior
Notes due 2028; senior to any of the Company’s future indebtedness that expressly provides it is subordinated to the Notes; effectively
subordinated to all of the Company’s existing and future secured indebtedness (including indebtedness that is initially unsecured
to which the Company subsequently grants security), to the extent of the value of the assets securing such indebtedness, including, without
limitation, borrowings under the Company’s Credit Agreement with KeyBank National Association (the “Credit Facility”);
and structurally subordinated to all existing and future indebtedness and other obligations of any of the Company’s existing or
future subsidiaries, financing vehicles or similar facilities, including the Credit Facility.
The Notes may be redeemed in whole or in part
at any time or from time to time at the Company’s option on or after February 3, 2028, upon not less than 30 days nor more
than 60 days written notice by mail prior to the date fixed for redemption thereof, at a redemption price of $25 per Note plus accrued
and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to the date fixed for redemption.
The Indenture contains certain covenants, including
covenants requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a)(2) of the Investment Company Act
of 1940, as amended (the “1940 Act”), or any successor provisions, and to provide financial information to the
holders of the Notes and the Trustee if the Company should no longer be subject to the reporting requirements under the Securities Exchange
Act of 1934, as amended, as well as covenants limiting the Company’s ability to declare dividends or distributions on, or to repurchase,
shares of its capital stock absent compliance with Section 18(a)(1)(B) of the 1940 Act, as modified by Section 61(a)(2) thereof, or any
successor provisions thereto. These covenants are subject to important limitations and exceptions that are set forth in the Indenture.
The Notes were offered and sold in an offering
registered under the Securities Act of 1933, as amended, pursuant to the Company’s registration statement on Form N-2 (Registration No. 333-284781) previously
filed with the Securities and Exchange Commission, 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 transaction closed on February 3, 2026.
The Company intends to use the net proceeds from
this offering (a) to repay outstanding indebtedness, including to redeem all of the outstanding 8.00% Notes and to redeem all or a portion
of the 7.50% Notes, and (b) for other general corporate purposes.
The foregoing descriptions of the Third Supplemental
Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the Third Supplemental
Indenture and the form of global note representing the Notes, respectively, each filed or incorporated by reference as exhibits hereto
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 of this Form 8-K is
incorporated herein by reference.
Item 8.01 Other Events.
On February 3, 2026, the Company notified the
Trustee for the Company’s 7.50% Notes due 2027 (CUSIP No. 78163D 209; NasdaqGS: RWAYL) (the “7.50% Notes”),
of the Company’s election to redeem $40,250,000 in aggregate principal amount of the 7.50% Notes outstanding, and instructed
the Trustee to provide notice of such redemption to the holders of the 7.50% Notes in accordance with the terms of the indenture governing
the 7.50% Notes. Additionally, the Company notified the Trustee for the Company’s 8.00% Notes due 2027 (CUSIP No. 78163D 308; NasdaqGS:
RWAYZ) (the “8.00% Notes” and, together with the 7.50% Notes, the “Redemption Notes”)
of the Company’s election to redeem all of its $51,750,000 in aggregate principal amount of the 8.00% Notes outstanding, and instructed
the Trustee to provide notice of such redemption to the holders of the 8.00% Notes in accordance with the terms of the indenture governing
the 8.00% Notes
The Company expects to redeem $40,250,000 of
the $80,500,000 7.50% Notes issued and all the $51,750,000 8.00% Notes issued and outstanding on March 5, 2026 (the “Redemption
Date”). The redemption price per Note will be $25 plus accrued and unpaid interest thereon from March 1, 2026 to, but
not including, the Redemption Date.
The Redemption Notes should be presented and surrendered
by mail, hand or overnight mail at U.S. Bank Corporate Trust Services, 111 Fillmore Avenue E., St. Paul, MN 55107, Attention: Runway Growth
Finance Corp. (7.50% Notes Due 2027 / 8.00% Notes Due 2027). This Current Report on Form 8-K does not constitute a notice of redemption
of the Redemption Notes.
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.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number |
|
Description |
| |
|
|
| 4.1 |
|
Third Supplemental Indenture, dated February 3, 2026, between Runway
Growth Finance Corp. and U.S. Bank Trust Company, National Association, as trustee |
| 4.2 |
|
Form of Global Note (included in Exhibit 4.1 hereto) |
| 5.1 |
|
Opinion of Dechert LLP |
| 23.1 |
|
Consent of Dechert LLP (included in Exhibit 5.1 hereto) |
| 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: February 3, 2026 |
RUNWAY GROWTH FINANCE CORP. |
| |
|
| |
By: |
/s/ Thomas B. Raterman |
| |
|
Thomas B. Raterman |
| |
|
Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary |
