Runway Growth Finance Corp. (RWAY) SEC Filings, Nov 2025-Mar 2026

SWK Holdings Corporation seeks stockholder approval to merge into Runway Growth Finance Corp. through a three-step transaction, subject to SWK stockholder vote at a virtual special meeting on March 31, 2026. Each SWK share will convert, at holder election, into Per Share Stock Consideration (shares of RWAY) or Per Share Cash Consideration (equal to SWK Per Share NAV), plus a pro rata portion of a $9,000,000 guaranteed cash payment from the Adviser. The Exchange Ratio is the quotient of SWK Per Share NAV divided by RWAY Per Share NAV, both calculated within two business days prior to closing and rounded to four decimals. As of the record date March 2, 2026, there were 12,095,906 shares of SWK Common Stock outstanding. The SWK Board unanimously recommends a vote FOR the proposals.

Runway Growth Finance Corp. announced that its board of directors has declared a first quarter 2026 cash dividend of $0.33 per share. Stockholders of record at the close of business on March 10, 2026 will be entitled to receive this distribution.

The dividend is scheduled to be paid on or about March 24, 2026. Runway Growth generally intends to distribute substantially all of its available earnings on a quarterly basis, subject to board discretion, regulatory requirements, and its financial condition. Dividends are automatically reinvested for stockholders who do not opt out of the company’s dividend reinvestment plan.

Runway Growth Finance Corp. has issued $103,250,000 in aggregate principal amount of new 7.25% Notes due February 3, 2031 under a supplemental indenture with U.S. Bank Trust Company. These unsecured notes pay 7.25% annual interest quarterly, starting March 1, 2026, and are redeemable at the company’s option on or after February 3, 2028 at $25 per note plus accrued interest.

The company plans to use the net proceeds to repay debt, including redeeming all outstanding 8.00% Notes due 2027 and all or a portion of the 7.50% Notes due 2027. It has notified trustees of its election to redeem $40,250,000 of the $80,500,000 7.50% Notes and all $51,750,000 of the 8.00% Notes on March 5, 2026 at $25 per note plus accrued interest.

Runway Growth Finance Corp. entered into an underwriting agreement for a public offering of $100.0 million aggregate principal amount of its 7.25% Notes due 2031. The deal was arranged with Oppenheimer & Co. Inc., representing several underwriters, and uses the company’s effective shelf registration.

The company granted the underwriters a 30-day option to buy up to an additional $15.0 million principal amount of these notes to cover overallotments. Closing of the offering is expected on February 3, 2026, subject to customary closing conditions, and the notes constitute a direct financial obligation of the company.

Runway Growth Finance Corp. is issuing $100,000,000 of 7.25% unsecured notes due February 3, 2031, with interest paid quarterly and an expected Nasdaq listing under “RWAYI.” The notes are callable at $25 per note on or after February 3, 2028.

The notes rank pari passu with Runway’s other unsecured debt and are effectively subordinated to $183.0 million of secured borrowings as of January 23, 2026. Net proceeds of about $96.75 million are expected to be used to redeem all outstanding 8.00% December 2027 notes, redeem all or part of the 7.50% July 2027 notes, and for general corporate purposes.

Runway is a BDC and RIC that focuses on senior secured lending to late- and growth-stage companies. As of September 30, 2025, it reported a $946.0 million investment portfolio and $489.5 million of net assets and disclosed preliminary year-end 2025 NAV per share between $13.41 and $13.43. The filing also highlights a pending multi-step merger with SWK Holdings to add a new credit platform, subject to closing conditions and SWK stockholder approval.

Runway Growth Finance Corp., a business development company focused on senior secured loans to high‑growth companies, plans to issue new unsecured notes due 2031. The notes will pay quarterly interest, be issued in $25 denominations, rank equally with the company’s existing unsecured notes and be effectively subordinated to secured debt and all liabilities of subsidiaries. The company intends to list the notes on Nasdaq, with trading expected to begin within 30 days of issuance.

Runway expects to use the proceeds to repay outstanding indebtedness, including redeeming some or all of its 2027 notes, to help finance its planned merger with SWK Holdings Corporation, and for general corporate purposes. It has already repaid its 8.54% Series 2023A notes due 2026 in full. Management also released preliminary estimates for December 31, 2025, net asset value per share between $13.41 and $13.43 and net investment income per share between $0.31 and $0.33, which remain subject to final closing and audit.

Runway Growth Finance Corp. provided preliminary, unaudited estimates for its quarter and year ended December 31, 2025. Management currently expects net asset value per common share to be between $13.41 and $13.43. They also estimate net investment income per common share for the same period will range from $0.31 to $0.33. These figures are management estimates only, have not been audited or reviewed by the company’s independent accounting firm, and may change once closing procedures, final valuations, and the full year-end review are completed.

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.