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  4. [Form 4] Runway Growth Finance Corp. Insider Trading Activity

Runway Growth (RWAY) insider sale: 1.25M shares at $9.05

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Runway Growth Finance Corp. (RWAY) reported an insider transaction involving Oaktree-affiliated entities. OCM Growth Holdings LLC, listed as a director and 10% owner, sold 1,250,000 shares of Runway Growth common stock on 11/17/2025 in an open market sale coded “S” at a price of $9.05 per share. After this sale, OCM Growth Holdings LLC is shown as beneficially owning 7,029,668 shares directly. The filing is made jointly by OCM Growth Holdings LLC, Oaktree Capital Holdings and Oaktree Capital Group Holdings GP, which each state that they disclaim beneficial ownership beyond their respective economic interests.

Positive

  • None.

Negative

  • None.

Insights

Large director/10% holder sold 1.25M shares but remains a major direct holder of Runway Growth Finance.

The filing reports that entities affiliated with Oaktree, through OCM Growth Holdings LLC, sold 1,250,000 shares of Runway Growth Finance Corp. common stock on 11/17/2025. The transaction code is "S", which denotes a sale, at a price of $9.05 per share. After this transaction, the reporting entities disclose beneficial ownership of 7,029,668 shares of common stock held directly by OCM Growth Holdings LLC.

The reporting persons are identified as a Director and 10% Owner, which signals that this is a material transaction from a significant holder. The structure described in the footnotes shows indirect control layers: Oaktree Capital Holdings, LLC as indirect manager of OCMGH and Oaktree Capital Group Holdings GP, LLC as indirect owner of interests in OCH. Each reporting person, including the individuals on the OCGH GP executive committee, expressly disclaims beneficial ownership beyond its pecuniary interest, which is standard language to limit legal characterization of control.

Key items to watch are the size of this sale relative to the remaining position and any future Form 4 filings from these Oaktree-affiliated entities. The transaction date of 11/17/2025 and filing signatures dated 11/19/2025 provide a clear timing reference for tracking subsequent ownership changes. Any additional sizable sales or changes in director/10% owner status would appear in later Section 16 reports and could refine the picture of ongoing ownership levels.

Insider OCM Growth Holdings LLC, Oaktree Capital Holdings, LLC, Oaktree Capital Group Holdings GP, LLC
Role 10% Owner | 10% Owner | 10% Owner
Sold 1,250,000 shs ($11.31M)
Type Security Shares Price Value
Sale Common Stock, par value $0.01 per share 1,250,000 $9.05 $11.31M
Holdings After Transaction: Common Stock, par value $0.01 per share — 7,029,668 shares (Direct)
Footnotes (1)
  1. This Form 4 is being filed by (i) OCM Growth Holdings LLC, a Delaware limited liability company ("OCMGH") and the direct holder of the reported securities, (ii) Oaktree Capital Holdings, LLC, limited liability company ("OCH"), in its capacity as the indirect manager of OCMGH and (iii) Oaktree Capital Group Holdings GP, LLC ("OCGH GP"), in its capacity as the indirect owner of class B units of OCH. Each Reporting Person disclaims beneficial ownership of all equity securities reported herein except to the extent of its respective pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 4. OCGH GP is managed by an executive committee consisting of Howard S. Marks, Bruce A. Karsh, Sheldon M. Stone and John B. Frank (the "OCGH GP Members"). Each OCGH GP Member expressly disclaims beneficial ownership of the Common Stock, and the filing of this Form 4 shall not be construed as an admission that any such person is the beneficial owner of any equity securities covered by this Form 4.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
OCM Growth Holdings LLC
(Last) (First) (Middle)
C/O OAKTREE CAPITAL MANAGEMENT
333 S. GRAND AVE., 28TH FLOOR
(Street)
LOS ANGELES CA 90017
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Runway Growth Finance Corp. [ RWAY ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/17/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 11/17/2025 S 1,250,000 D $9.05 7,029,668 D(1)(2)(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
OCM Growth Holdings LLC
(Last) (First) (Middle)
C/O OAKTREE CAPITAL MANAGEMENT
333 S. GRAND AVE., 28TH FLOOR
(Street)
LOS ANGELES CA 90017
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Oaktree Capital Holdings, LLC
(Last) (First) (Middle)
C/O OAKTREE CAPITAL MANAGEMENT
333 S. GRAND AVE., 28TH FLOOR
(Street)
LOS ANGELES CA 90017
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Oaktree Capital Group Holdings GP, LLC
(Last) (First) (Middle)
C/O OAKTREE CAPITAL MANAGEMENT
333 S. GRAND AVE., 28TH FLOOR
(Street)
LOS ANGELES CA 90017
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. This Form 4 is being filed by (i) OCM Growth Holdings LLC, a Delaware limited liability company ("OCMGH") and the direct holder of the reported securities, (ii) Oaktree Capital Holdings, LLC, limited liability company ("OCH"), in its capacity as the indirect manager of OCMGH and (iii) Oaktree Capital Group Holdings GP, LLC ("OCGH GP"), in its capacity as the indirect owner of class B units of OCH.
2. Each Reporting Person disclaims beneficial ownership of all equity securities reported herein except to the extent of its respective pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 4.
3. OCGH GP is managed by an executive committee consisting of Howard S. Marks, Bruce A. Karsh, Sheldon M. Stone and John B. Frank (the "OCGH GP Members"). Each OCGH GP Member expressly disclaims beneficial ownership of the Common Stock, and the filing of this Form 4 shall not be construed as an admission that any such person is the beneficial owner of any equity securities covered by this Form 4.
OCM Growth Holdings, LLC, By: Oaktree Fund GP, LLC Its: Manager, By: Oaktree Fund GP I, L.P. Its Managing Member, /s/ Henry Orren, Managing Director 11/19/2025
Oaktree Capital Holdings, L.P. By: Oaktree Capital Group Holdings GP, LLC Its Manager, /s/ Henry Orren, Managing Director 11/19/2025
Oaktree Capital Group Holdings GP, LLC, By: /s/ Henry Orren, Managing Director 11/19/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did RWAY report in this Form 4?

The filing reports that OCM Growth Holdings LLC, an Oaktree-affiliated entity, sold 1,250,000 shares of Runway Growth Finance Corp. common stock on 11/17/2025.

At what price were the Runway Growth Finance (RWAY) shares sold?

The 1,250,000 shares of Runway Growth Finance Corp. common stock were sold at a price of $9.05 per share, with the transaction coded as an open market sale (“S”).

How many RWAY shares are beneficially owned after the reported transaction?

Following the reported sale, OCM Growth Holdings LLC is shown as beneficially owning 7,029,668 shares of Runway Growth Finance Corp. common stock directly.

Who are the reporting persons in this RWAY Form 4 filing?

The reporting persons are OCM Growth Holdings LLC (direct holder), Oaktree Capital Holdings, L.P., and Oaktree Capital Group Holdings GP, LLC, which are identified as indirect managers/owners related to OCM Growth Holdings LLC.

What is the relationship of the reporting persons to Runway Growth Finance Corp. (RWAY)?

The form indicates that the reporting person is a director and 10% owner of Runway Growth Finance Corp., based on the check-box selections in the relationship section.

Do the Oaktree entities claim full beneficial ownership of the reported RWAY shares?

No. Each reporting person expressly disclaims beneficial ownership of the equity securities reported except to the extent of its respective pecuniary interest, and states that the filing should not be construed as an admission of beneficial ownership.