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

Rhea-AI Filing Summary

Runway Growth Finance Corp. (RWAY) – Insider Transaction Summary

On July 1, 2025, 10% owner OCM Growth Holdings LLC, an affiliate of Oaktree Capital Management, sold 1,000,000 shares of RWAY common stock at a reported price of $10.45 per share, according to the filed Form 4. Following the disposition, OCM Growth Holdings remains a significant shareholder with 8,779,668 shares held directly. The filing was submitted jointly by:

• OCM Growth Holdings LLC (direct holder)
• Oaktree Capital Holdings, LLC (indirect manager)
• Oaktree Capital Group Holdings GP, LLC (indirect owner of OCH Class B units)

Each reporting person disclaims beneficial ownership beyond its pecuniary interest. The entities may be viewed as directors by deputization due to their right to designate board representatives. No derivative security transactions were reported.

The transaction reduces, but does not eliminate, Oaktree’s exposure to RWAY and may influence investors’ perception of insider sentiment and float dynamics.

Positive

• OCM Growth Holdings still owns 8,779,668 shares, maintaining significant alignment with common shareholders.

Negative

• Sale of 1,000,000 shares by a 10% owner may be interpreted as reduced insider confidence and could increase market supply.

Insights

Securities Analyst

TL;DR – Large insider sale by 10% holder; still retains sizable stake.

The disposal of 1 million shares (~11% of the filer’s prior position) at $10.45 represents a meaningful cash realization of about $10.45 million. While insider selling can signal reduced conviction, Oaktree retains 8.78 million shares, confirming ongoing exposure. Absent earnings data, the Form 4 does not specify motive. Near-term, the transaction could increase tradable float and apply modest downward pressure, but the continuing >10% ownership limits the bearish read-through.

Corporate Governance Specialist

TL;DR – Transaction filed correctly; beneficial ownership disclaimer noted.

The filing complies with Section 16(a) disclosure rules and clarifies the multi-tier Oaktree ownership chain. The disclaimers and signatures (dated July 3, 2025) reduce litigation exposure. Governance risk is low; however, investors should monitor further sales that could alter board representation rights tied to Oaktree’s equity stake.

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)
07/01/2025

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	07/01/2025		S		1,000,000	D	$10.45	8,779,668	D(1)(2)(3)(4)

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.

4. The Reporting Persons may be deemed directors by deputization by virtue of their right to designate representatives to be nominated by the Issuer to serve on the Issuer's board of directors.

	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	07/03/2025
	Oaktree Capital Holdings, L.P. By: Oaktree Capital Group Holdings GP, LLC Its Manager, /s/ Henry Orren, Managing Director	07/03/2025
	Oaktree Capital Group Holdings GP, LLC, By: /s/ Henry Orren, Managing Director	07/03/2025
	** 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.
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FAQ

How many RWAY shares did OCM Growth Holdings LLC sell?

1,000,000 common shares were sold on July 1, 2025.

What was the sale price of the RWAY shares?

The shares were reported sold at $10.45 per share.

How many RWAY shares does Oaktree still own after the sale?

OCM Growth Holdings LLC retains 8,779,668 shares of RWAY.

Does Oaktree remain a 10% owner of Runway Growth Finance Corp.?

Yes. Despite the sale, the filing lists the entities as 10% Owners and directors by deputization.

When was the Form 4 insider transaction filed?

The Form 4 was signed and filed on July 3, 2025.

Were any derivative securities involved in this transaction?

No derivative security acquisitions or dispositions were reported in Table II.