Oaktree reports 16.55% stake in Runway Growth

Runway Growth Finance Corp. received an updated ownership filing from OCM Growth Holdings LLC and related Oaktree entities.

Accepted by SEC EDGAR 05/08/2026 - 05:27 PM EDT

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

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Form Type

SCHEDULE 13D/A

Rhea-AI Filing Summary

Runway Growth Finance Corp. received an updated ownership filing from OCM Growth Holdings LLC and related Oaktree entities. They report beneficial ownership of 7,029,668 shares of common stock, representing about 16.55% of the company based on 42,464,546 shares outstanding as of May 5, 2026.

The shares are held directly by OCM Growth, with Oaktree Capital Holdings, LLC and Oaktree Capital Group Holdings GP, LLC reporting indirect beneficial ownership through their control relationships. The amendment states the change is solely due to an updated outstanding share count, and no transactions occurred in the past 60 days.

Key Figures

Beneficial ownership: 7,029,668 shares Ownership percentage: 16.55% Shares outstanding: 42,464,546 shares +2 more

5 metrics

Beneficial ownership 7,029,668 shares Aggregate Runway Growth Finance common stock held by reporting persons

Ownership percentage 16.55% Portion of Runway Growth Finance common stock represented by 7,029,668 shares

Shares outstanding 42,464,546 shares Runway Growth Finance common stock outstanding as of May 5, 2026

Shared voting power 7,029,668 shares Shares over which reporting persons have shared voting power

Sole voting power 0 shares Shares over which reporting persons have sole voting power

Key Terms

beneficial ownership, shared voting power, shared dispositive power, Schedule 13D, +1 more

5 terms

beneficial ownership financial

"The Reporting Persons hold an aggregate 7,029,668 shares of Common Stock, representing approximately 16.55% of the Common Stock outstanding"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

shared voting power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power 0.00 8 | Shared Voting Power 7,029,668.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

shared dispositive power financial

"9 | Sole Dispositive Power 0.00 10 | Shared Dispositive Power 7,029,668.00"

Schedule 13D regulatory

"This Amendment No. 21 to (this "Amendment No. 21") amends and supplements the statement on originally filed"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

Reporting Persons regulatory

"The Reporting Persons hold an aggregate 7,029,668 shares of Common Stock, representing approximately 16.55% of the Common Stock outstanding"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What ownership stake does Oaktree report in Runway Growth Finance Corp. (RWAY)?

Oaktree-affiliated entities report beneficial ownership of 7,029,668 Runway Growth Finance Corp. shares, equal to approximately 16.55% of the common stock. This percentage is based on 42,464,546 shares outstanding as of May 5, 2026, as disclosed in the issuer’s Form 10-Q.

Who are the reporting persons in this Runway Growth Finance (RWAY) Schedule 13D/A?

The reporting persons are OCM Growth Holdings LLC, Oaktree Capital Holdings, LLC, and Oaktree Capital Group Holdings GP, LLC. OCM Growth directly holds the shares, while the other entities report indirect beneficial ownership through their roles managing or controlling OCM Growth’s investment decisions.

Why was Amendment No. 21 to the Runway Growth Finance (RWAY) Schedule 13D filed?

Amendment No. 21 was filed to update the reported ownership percentage solely due to a change in Runway Growth Finance’s outstanding common shares. The filing states there are no other material changes from prior reports and no additional transactions since Amendment No. 20.

How many Runway Growth Finance (RWAY) shares are outstanding for this ownership calculation?

The 16.55% ownership figure is calculated using 42,464,546 shares of Runway Growth Finance common stock outstanding as of May 5, 2026. This outstanding share count comes from the company’s Form 10-Q filed with the SEC and is the basis for the reported percentage.

Did Oaktree entities trade Runway Growth Finance (RWAY) shares before this Schedule 13D/A amendment?

The filing states the reporting persons have not effected any transactions in Runway Growth Finance common stock within the past 60 days. The amendment reflects only a percentage change from the updated outstanding share count, not from buying or selling shares by the reporting entities.

What voting and dispositive powers do the Oaktree entities report over Runway Growth Finance (RWAY) shares?

The reporting persons disclose 7,029,668 shares with shared voting and shared dispositive power, and zero shares with sole voting or dispositive power. OCM Growth directly holds the shares, while related Oaktree entities may be deemed to control how these shares are voted and disposed of.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 21)

Runway Growth Finance Corp.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

78163D100

(CUSIP Number)

Richard Ting
Oaktree Capital Management, L.P., 333 S. Grand Avenue, 28th Floor
Los Angeles, CA, 90071
(213) 830-6300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/07/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Common Stock, par value $0.01 per share

(b)

Name of Issuer:

Runway Growth Finance Corp.

(c)

Address of Issuer's Principal Executive Offices:

205 N. Michigan Ave., Suite 4200, Chicago, ILLINOIS , 60601.

Item 1 Comment:

This Amendment No. 21 to Schedule 13D (this "Amendment No. 21") amends and supplements the statement on Schedule 13D originally filed with the SEC on December 28, 2016, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on April 21, 2017, Amendment No. 2 to Schedule 13D filed with the SEC on June 15, 2017, Amendment No. 3 to Schedule 13D filed with the SEC on September 7, 2017, Amendment No. 4 to Schedule 13D filed with the SEC on December 12, 2017, Amendment No. 5 to Schedule 13D filed with the SEC on October 3, 2019, Amendment No. 6 to Schedule 13D filed with the SEC on December 20, 2019, Amendment No. 7 to Schedule 13D filed with the SEC on August 24, 2020, Amendment No. 8 to Schedule 13D filed with the SEC on October 19, 2020, Amendment No. 9 to Schedule 13D filed with the SEC on February 24, 2022, Amendment No. 10 to Schedule 13D filed with the SEC on July 6, 2023, Amendment No. 11 to Schedule 13D filed with the SEC on November 16, 2023, Amendment No. 12 to Schedule 13D filed with the SEC on December 14, 2023, Amendment No. 13 to Schedule 13D filed with the SEC on March 20, 2024, Amendment No. 14 to Schedule 13D filed with the SEC on May 9, 2024, Amendment No. 15 to Schedule 13D filed with the SEC on May 16, 2024, Amendment No. 16 to Schedule 13D filed with the SEC on June 12, 2024, Amendment No. 17 to Schedule 13D filed with the SEC on November 14, 2024, Amendment No. 18 to Schedule 13D filed with the SEC on April 3, 2025, Amendment No. 19 filed with the SEC on July 3, 2025, and Amendment No. 20 filed with the SEC on November 19, 2025 (as so amended, the "Schedule 13D"), with respect to shares of Common Stock of Runway Growth Finance Corp., a Maryland corporation. The address of the principal executive office of the Issuer is Runway Growth Finance Corp., 205 N. Michigan Ave, Suite 4200, Chicago, IL 60601. Unless otherwise indicated, each capitalized term used but not otherwise defined herein shall have the meaning assigned to such term in the Schedule 13D. From and after the date hereof, all references in the Schedule 13D to the Schedule 13D or terms of similar import shall be deemed to refer to the Schedule 13D as amended and supplemented by the foregoing amendments. Except as specifically provided herein, this Amendment No. 21 does not modify any of the information previously reported in the Statement.

Item 5.

Interest in Securities of the Issuer

(a)

Item 5(a) of the Schedule 13D is hereby amended and restated as follows: The information set forth in rows (11) and (13) of the cover pages of this Schedule 13D is incorporated by reference into this Item 5. The Reporting Persons hold an aggregate 7,029,668 shares of Common Stock, representing approximately 16.55% of the Common Stock outstanding as of May 5, 2026. All such ownership percentages of the securities reported herein are based upon 42,464,546 shares of Common Stock outstanding as of May 5, 2026 as reported in the Issuer's Form 10-Q. OCM Growth directly holds the Issuer's Common Stock and has shared power to vote and dispose of the Issuer's Common Stock. OCH, in its capacity as the indirect manager of OCM Growth, may be deemed to have indirect beneficial ownership of the shares of Common Stock held by OCM Growth. OCGH GP, in its capacity as the indirect owner of the class B units of OCH, has the ability to appoint and remove certain directors of OCH and, as such, may indirectly control the decisions of OCH regarding the vote and disposition of securities held by OCM Growth. This Amendment No. 21 is being filed to reflect a change in the percentage previously reported solely as a result of the change in the outstanding Common Stock. The Reporting Persons have no other material changes to the information previously reported or transactions since the filing of Amendment No. 20 to the Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that it is the beneficial owner of any of the Common Stock referred to herein for the purposes of Section 13(d) of the Act, or for any other purpose.

(b)

Item 5(b) of the Schedule 13D is hereby amended and restated as follows: The information set forth in rows (7) through (10) of the cover pages hereto and in Item 5(a) hereof is incorporated by reference into this Item 5.

(c)

The Reporting Persons have not effected any transactions within the past 60 days.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

OCM Growth Holdings LLC

Signature:	/s/ Henry Orren
Name/Title:	Henry Orren / Managing Director
Date:	05/08/2026

Oaktree Capital Holdings, LLC

Signature:	/s/ Henry Orren
Name/Title:	Henry Orren / Managing Director
Date:	05/08/2026

Oaktree Capital Group Holdings GP, LLC

Signature:	/s/ Henry Orren
Name/Title:	Henry Orren / Managing Director
Date:	05/08/2026

Source: View Original Filing on SEC EDGAR