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

Oaktree entities sell 500K RWAY shares; large 8.28M stake retained

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

Rhea-AI Filing Summary

OCM Growth Holdings LLC and affiliated Oaktree entities reported a non-derivative sale of common stock of Runway Growth Finance Corp. (RWAY). The reporting persons executed a sale of 500,000 shares with a reported price of $10.80 per share on 08/08/2025, and after the transaction they beneficially owned 8,279,668 shares. The filing identifies the sellers as a direct holder (OCM Growth Holdings LLC) and indirect holders (Oaktree Capital Holdings, LLC and Oaktree Capital Group Holdings GP, LLC) that are described as directors and 10% owners. The filing includes standard disclaimers that each reporting person disclaims beneficial ownership except to the extent of its pecuniary interest and explains indirect ownership through Oaktree structures.

Positive

  • Large continuing stake: Reporting persons retain 8,279,668 shares after the transaction
  • Regulatory transparency: Transaction was reported on Form 4 with explanatory disclosures about indirect ownership

Negative

  • Insider disposition: A sale of 500,000 shares was reported
  • Sale executed by director/10% owner: The sellers are identified as directors and 10% owners of RWAY

Insights

TL;DR: A major Oaktree affiliate sold 500,000 RWAY shares at $10.80 but retains a substantial 8.28M-share stake.

The transaction is a straightforward Section 16 disclosure showing a sizeable disposition by a direct holder and related indirect entities. The sale size (500,000 shares) and the reported price ($10.80) are material as discrete events but do not eliminate a large continuing ownership position of 8,279,668 shares. For investors, the key facts are the quantity sold, the per-share price, and the continued large beneficial holding by Oaktree-affiliated entities; the filing includes routine disclaimers about pecuniary interest and indirect ownership structure.

TL;DR: Directors and 10% owners reported an insider sale while maintaining significant ownership; disclosure and ownership structure are clearly documented.

The Form 4 documents that OCM Growth Holdings LLC (direct holder) and affiliated Oaktree entities (indirect owners/managers) executed the reported sale and remain identified as directors and 10% owners. The explanatory disclosures outline the chain of indirect ownership and include express disclaimers of beneficial ownership beyond pecuniary interest. From a governance perspective, the filing provides required transparency about related-party holdings and director-linked transactions without additional operational or control changes disclosed in this form.

Insider OCM Growth Holdings LLC, Oaktree Capital Holdings, LLC, Oaktree Capital Group Holdings GP, LLC
Role 10% Owner | 10% Owner | 10% Owner
Sold 500,000 shs ($5.40M)
Type Security Shares Price Value
Sale Common Stock, par value $0.01 per share 500,000 $10.80 $5.40M
Holdings After Transaction: Common Stock, par value $0.01 per share — 8,279,668 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. 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.
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)
08/08/2025
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 08/08/2025 S 500,000 D $10.8 8,279,668 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 08/12/2025
Oaktree Capital Holdings, L.P. By: Oaktree Capital Group Holdings GP, LLC Its Manager, /s/ Henry Orren, Managing Director 08/12/2025
Oaktree Capital Group Holdings GP, LLC, By: /s/ Henry Orren, Managing Director 08/12/2025
** 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 transaction was reported for Runway Growth Finance (RWAY)?

The Form 4 discloses a sale of 500,000 common shares of RWAY on 08/08/2025 at a reported price of $10.80 per share.

Who filed the Form 4 for RWAY?

The filing was made by OCM Growth Holdings LLC and affiliated entities Oaktree Capital Holdings, LLC and Oaktree Capital Group Holdings GP, LLC.

How many RWAY shares do the reporting persons beneficially own after the transaction?

After the reported sale, the reporting persons beneficially own 8,279,668 shares.

What is the relationship of the reporting persons to RWAY?

The reporting persons are identified as directors and 10% owners of the issuer.

Does the filing explain the ownership structure?

Yes, the filing explains direct ownership by OCM Growth Holdings LLC and indirect interests held through Oaktree entities, and includes disclaimers about pecuniary interest.

Were any derivative transactions reported in this Form 4?

No derivative transactions are reported; only a non-derivative common stock sale appears in Table I.