Runway Growth Finance Corp. SEC Filings

Runway Growth Finance Corp. reported an insider sale by a large shareholder’s fund. A fund managed by Carlson Capital, L.P. sold 560,105 shares of Runway Growth Finance common stock in open‑market transactions at approximately $6.59 per share on April 9.

According to the footnotes, the shares are held by Double Black Diamond Offshore Ltd., for which Carlson Capital acts as investment manager, and the reporting persons disclaim beneficial ownership beyond their pecuniary interests. After the sale, that fund’s reported holdings were 3,885,000 shares, indicating it retained a substantial position.

Runway Growth Finance Corp. received a new Form 3 from investment firm Carlson Capital, L.P. and Clint D. Carlson, each reporting status as a ten percent owner of the company’s common stock.

The filing follows the completion of a merger in which SWK Holdings Corporation was combined with a Runway subsidiary. Related funds, affiliates, trusts and family members collectively report sizeable positions, including 4,445,105 shares of common stock held by Double Black Diamond Offshore Ltd. and additional smaller direct holdings by Carlson-related entities and individuals, all subject to pecuniary-interest disclaimers.

Runway Growth Finance Corp. completed its acquisition of SWK Holdings Corporation, converting each SWK share into 1.7264 Runway Growth shares or $20.59 in cash, plus $0.74 in cash funded by the adviser. The company issued about 6,330,640 new shares.

The final purchase price was $249.0 million, consisting of $75.5 million in Runway Growth stock and $173.5 million in cash, with an additional $9.0 million cash contribution from the external adviser. Runway Growth also assumed $30,000,000 of SWK’s 9.00% Senior Notes due 2027.

On a pro forma basis, the deal expands Runway Growth’s balance sheet to $1.2 billion in total assets and increases healthcare and life sciences exposure to approximately 32% of the portfolio, up from 14%. In the first quarter of 2026, the company funded $17.6 million in new and follow-on investments and recorded $19.0 million of portfolio repayments and realizations.

Runway Growth Finance Corp. and SWK Holdings Corporation filed a Supplement to their March 3, 2026 Proxy Statement/Prospectus that updates the merger economics and unaudited pro forma financials assuming the Mergers closed on December 31, 2025. The Supplement presents a comparative fees and expenses table showing pro forma total annual expenses of 17.14% (expressed as a percentage of net assets attributable to common stock) and total annual expenses as a percentage of gross assets of 7.62% for the Combined Company.

The Supplement discloses the estimated purchase price consideration: $168,291,000 cash purchase price plus a $9,000,000 parent contribution, $660,000 severance and $5,863,000 transaction costs (total cash consideration $183,814,000), plus $40,274,000 equity consideration, for a $224,088,000 total. A day-one purchase discount (unrealized gain) of $18,615,000 is recognized. Pro forma net assets are $552,858,000, pro forma common shares outstanding are 41,854,799, and pro forma NAV per share is $13.21.

Runway Growth Finance Corp. filed Post-Effective Amendment No. 1 to its Form N-14 registration statement to furnish exhibits, and the amendment becomes effective immediately upon filing pursuant to Rule 462(d). The amendment only adds exhibit materials and does not modify other parts of the registration statement.

The filing includes indemnification disclosures under Maryland law, confirms indemnification agreements with directors and officers, and lists a comprehensive exhibit index incorporating agreements, indentures, underwriting and credit‑facility amendments, consents and related documents by reference.

Runway Growth Finance Corp., a Maryland corporation listed on the Nasdaq Global Select Market, filed its annual report for the year ended December 31, 2025. The company trades under the symbol RWAY and also has 7.50% Notes due 2027 (RWAYL) and 7.25% Notes due 2031 (RWAYI) listed.

The report includes an extensive schedule of non‑affiliate and affiliate investments, primarily in senior secured debt, warrants and preferred or common equity across technology, healthcare, financial services, consumer and business services sectors. Many loans reference floating rates such as SOFR or PRIME with stated spreads, rate floors, and features like PIK interest and end‑of‑term payments.

Investments span companies such as Blueshift Labs, Marley Spoon, JobGet, CloudPay, FiscalNote, Madison Reed, Kin Insurance, Bombora, RealWear, Brivo and Gynesonics, with initial acquisition dates ranging from 2017 onward and maturities reaching into the early 2030s. The mix of senior secured term loans, revolvers, second‑lien positions, warrants and equity interests highlights a diversified, credit‑focused growth finance strategy.

Runway Growth Finance Corp. reported fourth-quarter 2025 total investment income of $30.0 million and net investment income of $11.6 million, or $0.32 per share. Net asset value was $485.0 million, or $13.42 per share, and the investment portfolio stood at $927.4 million across 56 companies.

For full-year 2025, the company generated $137.3 million of total investment income and $56.9 million of net investment income, or $1.55 per share$0.33 per share and reported an average gross credit loss ratio of just 10 basis points since inception, highlighting relatively modest realized credit losses.

Runway Growth also refinanced part of its balance sheet. It repaid its 8.54% April 2026 notes in January 2026, issued $103.25 million of 7.25% unsecured notes due 2031 in February 2026, and redeemed portions of its 2027 notes in March 2026, while maintaining available liquidity of $395.2 million as of December 31, 2025.