UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-K

 

 

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE FISCAL YEAR ENDED December 31, 2024

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

COMMISSION FILE NUMBER: 814-01180

Runway Growth Finance Corp.

(Exact name of registrant as specified in its charter)

 

Maryland (State of incorporation)	47-5049745 (I.R.S. Employer Identification No.)
205 N. Michigan Ave., Suite 4200 Chicago, Illinois (Address of principal executive offices)	60601 (Zip Code)

 

(312) 698‑6902

 

(Registrant’s telephone number, including area code)

 

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

 

	Title of each class	Trading Symbol(s)	Name of each exchange on which registered
	Common Stock, par value $0.01 per share	RWAY	Nasdaq Global Select Market LLC
	7.50% Notes due 2027	RWAYL	Nasdaq Global Select Market LLC
	8.00% Notes due 2027	RWAYZ	Nasdaq Global Select Market LLC

 

 

 

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

None

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ☐ No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes ☐ No ☒

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of  "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b‑2 of the Exchange Act.

 

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☐
Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act).   Yes ☐ No ☒

 

The aggregate market value of the Registrant's common stock held by non-affiliates of the Registrant as of the last day of the Registrant's most recently completed second fiscal quarter was approximately $322 million based upon the last close price of $11.76 reported for such date on the Nasdaq Global Select Market LLC.

 

There were 37,347,428 shares of the Registrant’s common stock outstanding as of March 18, 2025.

 

Auditor Firm ID: 34 Auditor Name: Deloitte & Touche LLP Auditor Location: New York, New York

 

 

 

 

 

 

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RUNWAY GROWTH FINANCE CORP.

TABLE OF CONTENTS

 

			PAGE
PART I.
Item 1.	Business		3
Item 1A.	Risk Factors		24
Item 1B.	Unresolved Staff Comments		59
Item 1C.	Cybersecurity		59
Item 2.	Properties		60
Item 3.	Legal Proceedings		60
Item 4.	Mine Safety Disclosures		60
PART II.
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		61
Item 6.	Reserved		63
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		64
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		75
Item 8.	Consolidated Financial Statements and Supplementary Data		77
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		136
Item 9A.	Controls and Procedures		136
Item 9B.	Other Information		137
Item 9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspection		137
PART III.
Item 10.	Directors, Executive Officers and Corporate Governance		138
Item 11.	Executive Compensation		138
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		138
Item 13.	Certain Relationships and Related Transactions, and Director Independence		138
Item 14.	Principal Accounting Fees and Services		138
PART IV.
Item 15.	Exhibits and Financial Statement Schedules		139
Item 16.	Form 10-K Summary		143
Signatures			144

 

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PART I

Item 1. Business

Runway Growth Finance Corp.

Runway Growth Finance Corp. ("we," "us," "our," or the "Company"), a Maryland corporation formed on August 31, 2015, is structured as an externally managed, non-diversified closed-end management investment company. On August 18, 2021, we changed our name to "Runway Growth Finance Corp." from "Runway Growth Credit Fund Inc." We are a specialty finance company focused on providing senior secured loans to high growth-potential companies in technology, healthcare, business services, financial services, select consumer services and products and other high-growth industries. Our goal is to create significant value for our stockholders and the entrepreneurs we support by providing high growth-potential companies with hybrid debt and equity financing that is more flexible than traditional credit and less dilutive than equity. Our investment objective is to maximize our total return to our stockholders primarily through current income on our loan portfolio, and secondarily through capital gains on our warrants and other equity positions. Our offices are in Chicago, Illinois; Menlo Park, California; and New York, New York.

We have elected to be regulated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the "1940 Act"). We have also elected to be treated as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). While we currently qualify and intend to qualify annually to be treated as a RIC, no assurance can be provided that we will be able to maintain our tax treatment as a RIC. If we fail to qualify for tax treatment as a RIC for any taxable year, we will be subject to U.S. federal income tax at corporate rates on any net taxable income for such year. As a BDC and a RIC, we are required to comply with various regulatory requirements, such as the requirement to invest at least 70% of our assets in “qualifying assets,” source-of-income limitations, asset diversification requirements, and the requirement to distribute annually at least 90% of our investment company taxable income and net tax-exempt interest.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). We will remain an emerging growth company until the last day of our fiscal year following the fifth anniversary of our IPO, which closed on October 25, 2021 or until the earliest of (i) the last day of the first fiscal year in which we have total annual gross revenue of $1.235 billion or more, (ii) December 31 of the fiscal year in which we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), (which would occur if the market value of our common stock held by non-affiliates exceeds $700.0 million, measured as of the last business day of our most recently completed second fiscal quarter, and we have been publicly reporting for at least 12 months), or (iii) the date on which we have issued more than $1.0 billion in non-convertible debt during the preceding three-year period. For so long as we remain an emerging growth company under the JOBS Act, we will be subject to reduced public company reporting requirements.

From the commencement of investment operations on December 16, 2016, through December 31, 2024, we funded 86 portfolio companies and invested $2.4 billion in debt investments. As of December 31, 2024, our equity investment portfolio had an aggregate fair value of $106.6 million. Our debt investment portfolio, excluding U.S. Treasury bills, consisted of 32 portfolio companies with an aggregate fair value of $970.2 million. Our equity portfolio consisted of 60 warrant positions, eight preferred stock positions, six common stock positions, and one equity interest position across 52 portfolio companies, and one joint venture investment in Runway-Cadma I LLC. As of December 31, 2024, 97.9%, or $950.1 million, of our debt investment portfolio at fair value consisted of senior term loans. As of December 31, 2024, our net assets were $514.9 million, and all of our debt investments were secured by all or a portion of the tangible and intangible assets of the applicable portfolio company. The debt investments in our portfolio are generally not rated by any rating agency. If the individual debt investments in our portfolio were rated, they would be rated below "investment grade." Debt investments that are unrated or rated below investment grade are sometimes referred to as "junk bonds" and have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal.

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For the year ended December 31, 2024, our debt investment portfolio had a dollar-weighted annualized yield of 14.9%. For the year ended December 31, 2023, our debt investment portfolio had a dollar-weighted annualized yield of 15.8%. For the year ended December 31, 2022, our debt investment portfolio had a dollar-weighted annualized yield of 13.7%. We calculate the yield on dollar-weighted debt investments for any period measured as (1) total related investment income during the period divided by (2) the daily average of the fair value of debt investments outstanding during the period, including any debt investments on non-accrual status. As of December 31, 2024, our debt investments had a dollar-weighted average outstanding term of 58 months at origination and a dollar-weighted average remaining term of 37 months, or approximately 3.1 years. As of December 31, 2024, substantially all of our debt investments had a committed principal amount of between $6.0 million and $75.0 million and pay cash interest at annual interest rates between 6.3% and 16.8%.

The following table shows our dollar-weighted annualized yield by investment type for the years ended December 31, 2024, and December 31, 2023, and December 31, 2022:

	Fair Value(1)															Cost(2)
	Year Ended December 31,															Year Ended December 31,
	2024					2023					2022					2024					2023					2022
Investment type:
Debt investments		14.92		%			15.78		%			13.71		%			14.62		%			15.54		%			13.49		%
Equity interest		0.61		%			2.66		%			3.42		%			0.42		%			2.06		%			3.31		%
All investments		14.13		%			15.20		%			13.22		%			13.53		%			14.79		%			13.00		%

About RGC

We are externally managed by Runway Growth Capital LLC ("RGC" or the "Adviser"), an investment adviser that has registered with the U.S. Securities and Exchange Commission ("SEC") under the Investment Advisers Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the "Advisers Act"). Runway Administrator Services LLC (the "Administrator"), a wholly-owned subsidiary of RGC, provides all administrative services necessary for us to operate. Subject to the overall supervision of our board of directors ("Board of Directors"), RGC manages our day-to-day operations and provides us with investment advisory services pursuant to an investment advisory agreement (as amended and restated, the "Advisory Agreement"). Under the terms of the Advisory Agreement, RGC:

Pursuant to the Advisory Agreement, we pay RGC a fee for its investment advisory and management services consisting of two components: a base management fee and an incentive fee. The cost of both the base management fee and incentive fee are ultimately borne by our stockholders. See "Note 3 — Related Party Agreements and Transactions" to our consolidated financial statements in Part II, Item 8 of this Form 10‑K for more information on the Advisory Agreement and the fee structure thereunder.

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On October 31, 2024, RGC announced a definitive agreement to be acquired by affiliates of BC Partners Advisors L.P. ("BC Partners") and join the BC Partners credit platform (the "BCP Transaction"). BC Partners is a leading international investment firm in private equity, private debt, and real estate strategies. BC Partners Credit was launched in February 2017, with a focus on identifying attractive credit opportunities in any market environment, often in complex market segments. The platform leverages the broader firm's deep industry and operating resources to provide flexible financing solutions to middle-market companies across Business Services, Industrials, Healthcare and other select sectors. The BCP Transaction was completed on January 30, 2025. Refer to "Note 13 – Subsequent Events" to our consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for more information.

Following the closing of the BCP transaction, RGC remains the investment adviser to investment funds, including the Company, and other private funds. RGC's management team and investment personnel continue to serve as officers and senior management. Management believes the Company and RGC will be well positioned to capitalize on a broader range of investments and value creation opportunities with access to BC Partners' origination capabilities and expansive platform. Management believes the BC Partners Credit/RGC combination will deliver increased value for stockholders of the Company and borrowers in the near- and long-term. We expect the new strategic partnership to position the Company to expand our offerings to both target companies and sponsors, with global loan originations in our ideal range of $30-$150 million, with the Company's allocation being in the range of $20-$45 million. The combination will enhance our capabilities by introducing structured equity preferred investments, asset-based lending, and the ability to operate in new strategies such as equipment leasing, while strengthening our sponsor relationships through fund finance and other fund-level offerings. By combining BC Partners’ resources and scale with the RGC network, expertise and differentiated presence in the market, we believe the Company will be able to deliver more comprehensive financing solutions for a wider range of companies.

Payment of Our Expenses

All professionals of RGC, when and to the extent engaged in providing investment advisory and management services to us, and the compensation and routine overhead expenses of personnel allocable to these services to us, are provided and paid for by RGC and not by us. We bear all other out-of-pocket costs and expenses of our operations and transactions, including, without limitation, those relating to:

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Investment Committee

RGC’s investment committee (the "Investment Committee") consists of R. David Spreng, our President and Chief Executive Officer and RGC's founder and Chief Executive Officer, Thomas B. Raterman, our Chief Financial Officer, Chief Operating Officer, Treasurer and Secretary, and RGC's Chief Financial Officer and Chief Operating Officer, and Greg Greifeld, RGC's Chief Investment Officer. The Investment Committee meets regularly to consider our investments, review our strategic initiatives and supervise the actions taken by RGC on our behalf. In addition, the Investment Committee reviews and monitors the performance of our investment portfolio. Each investment must be approved by a majority of the Investment Committee.

Board Approval of the Advisory Agreement

Our Board of Directors, including a majority of the directors who were not "interested persons," as defined in Section 2(a)(19) of the 1940 Act, of us or RGC ("the Independent Directors"), approved the Advisory Agreement at a virtual meeting on April 7, 2021 and recommended that our stockholders approve the Advisory Agreement. In reliance upon certain exemptive relief granted by the SEC in connection with the global COVID-19 pandemic, the Board of Directors undertook to ratify the Advisory Agreement at its next in-person meeting which was held in July 2021. The Advisory Agreement became effective on May 27, 2021 upon approval by our stockholders at a special meeting of stockholders of the Company. The Advisory Agreement amended the prior advisory agreement to include certain revisions to the management and incentive fee calculation mechanisms and clarify language relating to liquidity events. In its consideration of the approval of the Advisory Agreement, our Board of Directors focused on information it had received relating to, among other things:

Our Board of Directors did not quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its decision. Our Board of Directors did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to its ultimate determination. Rather, our Board of Directors based its approval on the totality of information presented to, and the investigation conducted by, it. In considering the factors discussed above, individual directors may have given different weights to different factors. Based on its review of the above-mentioned factors and discussion of the Advisory Agreement, our Board of Directors approved the Advisory Agreement as being in our and our stockholders’ best interests and recommended that our stockholders approve the Advisory Agreement as well. On April 30, 2024, the Board of Directors renewed the Advisory Agreement for a period of twelve months commencing on May 27, 2024.

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On October 29, 2024, the Board of Directors, including the Independent Directors, approved an amended and restated advisory agreement (the "Third Amended and Restated Advisory Agreement") and recommended that our stockholders approve the Third Amended and Restated Advisory Agreement. On January 23, 2025, our stockholders approved the Third Amended and Restated Advisory Agreement at a special meeting of stockholders of the Company, and the Third Amended and Restated Advisory Agreement became effective on January 30, 2025 upon the closing of the BCP Transaction. Although the ownership of the Adviser changed in connection with the completion of the BCP Transaction, the management of the Adviser did not change, nor did the terms of the Third Amended and Restated Advisory Agreement compared to the Advisory Agreement. See "Note 13 – Subsequent Events" to our consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for more information.

Duration and Termination

Unless terminated earlier as described below, the Advisory Agreement will continue automatically for successive annual periods provided that such continuance is specifically approved at least annually by (i) (A) the affirmative vote of a majority of our Board of Directors or (B) the affirmative vote of a majority of our outstanding voting securities, and (ii) the affirmative vote of a majority of our Independent Directors. The Advisory Agreement automatically terminates in the event of its assignment, as defined in the 1940 Act, and may be terminated, without penalty, upon not more than 60 days’ written notice, by (i) the affirmative vote of a majority of our outstanding voting securities, (ii) the affirmative vote of a majority of our Board of Directors, including a majority of our Independent Directors, or (iii) RGC. See "Risk Factors — Risks Related to our Business and Structure — RGC and our Administrator have the right to resign upon not more than 60 days’ notice, and we may not be able to find a suitable replacement for either within that time, or at all, resulting in a disruption in our operations that could adversely affect our financial condition, business and results of operations" in Part I, Item 1A of this Form 10‑K.

About Our Administrator

We have entered into the Administration Agreement with our Administrator, a wholly-owned subsidiary of RGC, pursuant to which our Administrator is responsible for furnishing us with office facilities and equipment and provides us with clerical, bookkeeping, recordkeeping and other administrative services at such facilities. Pursuant to the Administration Agreement, we pay our Administrator an amount equal to our allocable portion (subject to the review of our Board of Directors) of our Administrator’s overhead resulting from its obligations under the Administration Agreement, including rent and the allocable portion of the cost of our Chief Compliance Officer and Chief Financial Officer and their respective staffs associated with performing compliance functions.

Runway-Cadma I LLC Joint Venture

Effective March 6, 2024, the Company entered into a joint venture agreement with Cadma Capital Partners LLC (“Cadma”) to create and co-manage Runway-Cadma I LLC (the “JV”). The JV may invest in secured loans to growth-stage companies that have been originated by the Company. The Company and Cadma have equal ownership of the JV and each committed to provide $35.0 million of the total $70.0 million in equity capital. All portfolio decisions and generally all other actions in respect of the JV must be approved by the board of managers of the JV, consisting of an equal number of representatives of the Company and Cadma. Capital contributions are called from the Company and Cadma on a pro-rata basis based on their total capital commitments.

Relationship with Oaktree Capital Management, L.P. and OCM Growth Holdings

In December 2016, the Company and RGC entered into a strategic relationship with Oaktree Capital Management, L.P (“Oaktree”). In connection with the relationship, OCM Growth Holdings ("OCM Growth"), an affiliate of Oaktree, purchased an aggregate of 14,571,334 shares of the Company's common stock for an aggregate purchase price of $219.3 million in the Company's Initial Private Offering and Second Private Offering (each as defined in "Note 9 – Net Assets" in Part II, Item 8 of this Form 10-K). Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. purchased 24,100 shares of our common stock in secondary transactions in 2020 and 2022. As of December 31, 2024, OCM Growth owns 10,779,668 shares of our common stock, or 28.9% of our outstanding shares. Pursuant to an irrevocable proxy, certain shares held by OCM Growth must be voted in the same proportion that our other stockholders vote their shares. Of the 10,779,668 shares of our common stock owned by OCM Growth, 10,294,926 shares, or approximately 27.6% of our outstanding shares, are subject to this proxy voting arrangement.

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In connection with OCM Growth’s commitment, the Company entered into a stockholder agreement (the "OCM Agreement"), dated December 15, 2016, with OCM Growth, pursuant to which OCM Growth has a right to nominate a member of the Board of Directors for election for so long as OCM Growth holds shares of the Company’s common stock in an amount equal to, in the aggregate, at least one-third (33%) of OCM Growth’s initial $125.0 million capital commitment. Catherine Frey serves on our Board of Directors as OCM Growth’s director nominee and is considered an Independent Director. Further, to the extent OCM Growth’s share ownership falls below one-third of its initial $125 million capital commitment under any circumstances, OCM Growth will no longer have the right to appoint a director nominee and will use reasonable efforts to cause such nominee to resign immediately (subject to his or her existing fiduciary duties).

Investment Strategy and Approach

Our investment objective is to maximize our total return to our stockholders primarily through current income on our loan portfolio, and secondarily through capital gains on our warrants and other equity positions. We invest in senior secured term loans and other senior debt obligations and may on occasion invest in second lien loans. We have and continue to expect to acquire warrants and other equity securities from portfolio companies in connection with our investments in loans to these companies.

We focus on lending to late and growth stage companies in technology, life sciences, healthcare information and services, business services, financial services, select consumer services and products and other high-growth industries.

We are typically the sole lender to our portfolio companies and do not actively syndicate the loans we originate to other lenders nor do we participate in syndications built by other lenders.

We originate our investments through two strategies: Sponsored Growth Lending and Non-Sponsored Growth Lending. In addition to our core strategy of providing Sponsored Growth Lending and Non-Sponsored Growth Lending, we may also opportunistically participate in the secondary markets for investments that are consistent with our broader investment strategy.

We seek to construct a balanced portfolio with diversification among sponsored and non-sponsored transactions, diversification among sponsors within the Sponsored Growth Lending strategy, diversification among industry, geography, and stage of development, all contributing to a favorable risk adjusted return for the portfolio viewed as a whole. Borrowers tend to use the proceeds of our financings to invest in sales and marketing, expand capacity of the overall business or refinance existing debt.

Sponsored Growth Lending. Our Sponsored Growth Lending generally includes loans to late and growth stage companies that are already backed by established venture capital and private equity firms. Our Sponsored Growth Lending strategy typically includes the receipt of warrants and/or other equity from the venture-backed companies.

We believe that our Sponsored Growth Lending strategy is particularly attractive because the loans we make typically have higher investment yields relative to lending to larger, more mature companies and usually include additional equity upside potential. We believe our Sponsored Growth Lending strategy:

Non-Sponsored Growth Lending. Our Non-Sponsored Growth Lending strategy generally includes loans to late and growth stage, private companies that are funded directly by entrepreneurs and founders, or companies that no longer require institutional equity investment (which may selectively include publicly traded companies). We refer to these target borrowers as "non-sponsored growth companies".

Generally, financing available to these non-sponsored companies is predicated on the underlying value of the business’s assets, in an orderly liquidation scenario, and/or the entrepreneur’s own personal financial resources. These options frequently provide insufficient capital to fund growth plans and do not consider the underlying enterprise value of the business which may be substantial relative to the value of tangible assets deployed in the business. We are frequently the only senior lender to non-sponsored growth companies and evaluate business fundamentals, the commitment of the entrepreneur and secondary sources of repayment in our underwriting approach.

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Exemptive Relief

As a BDC, we are generally limited in our ability to invest in any portfolio company in which RGC or any of its affiliates currently has an investment or to make any co-investments with RGC or its affiliates without an exemptive order from the SEC, subject to certain exceptions. On August 10, 2020, as amended on August 30, 2022, we, RGC, and certain other funds and accounts sponsored or managed by RGC were granted an exemptive order (the "Order") that permits us greater flexibility than the 1940 Act permits to negotiate the terms of co-investments if our Board of Directors determines that it would be advantageous for us to co-invest with other accounts sponsored or managed by RGC or its affiliates in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. We believe that the ability to co-invest with similar investment structures and accounts sponsored or managed by RGC or its affiliates will provide additional investment opportunities and the ability to achieve greater diversification. Under the terms of the Order, a majority of our Independent Directors are required to make certain determinations in connection with a co-investment transaction, including that (1) the terms of the proposed transaction are reasonable and fair to us and our stockholders and do not involve overreaching in respect of us or our stockholders on the part of any person concerned and (2) the transaction is consistent with the interests of our stockholders and is consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors.

Market Opportunity

We believe that the market environment is favorable for us to continue to pursue an investment strategy primarily focused on late stage and high-growth companies in technology, healthcare, business services, financial services, and select consumer services and products in other high-growth industries.

Focus on Innovative Companies Across a Variety of High-Growth Industries

Diversified high growth-potential industries: We target companies active in industries that support high-growth potential. Our Sponsored Growth Lending strategy is focused on the largest industry sectors where venture capital investors are active, primarily technology, healthcare, business services, financial services, and select consumer services and products in other high-growth industries. These sectors’ continued growth is supported mostly by ongoing innovation and performance improvements in specific products as well as the adoption of innovative technologies and services across virtually all industries in response to competitive pressures. Term debt has been a loan product used by many of the largest, most successful venture-backed companies.

Sponsored and Non-Sponsored Growth Lending Represents an Attractive Source of Funding

Sponsored Growth Lending: An attractive market opportunity exists for a lender that invests in secured loans to late and growth stage companies that have not yet achieved profitability. Sponsored growth lending provides an attractive source of funds for venture-backed companies, their management teams, and their equity capital investors, as it:

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Non-Sponsored Growth Lending: An attractive market opportunity exists for a lender that invests in secured loans to late and growth stage companies that have reached profitability and need long-term growth capital but do not want the challenges that come with selling equity to venture capital or private equity firms. Non-Sponsored Growth Lending often provides all or some of the following benefits to our borrowers:

Large and Growing Market for Debt Financing to Venture Capital-Backed Companies

Healthy, stable venture environment: Approximately 15,250 companies received venture capital financing in 2024, according to the Pitchbook-NVCA Venture Monitor, a quarterly report published jointly by NVCA and Pitchbook on venture capital activity (“Pitchbook-NVCA”). Despite the broader economic challenges of 2024, we anticipate the market for borrowers will gradually improve over the coming quarters. The venture debt lending market, as defined in the Q4 2024 Pitchbook-NVCA Venture Monitor, is estimated at $53.3 billion or roughly 25.5% of total U.S. venture capital deal value.

Growing pool of target companies: The time from initial venture capital investment to transaction exit of such investment, either by an initial public offering or merger and acquisition transaction, compressed slightly over the last couple of years but increased in 2024. According to the Pitchbook-NVCA Q4 2024 Venture Monitor, in 2024 the average number of years from initial venture investment to initial public offering of a U.S. venture capital-backed company was 6.3 years, and the average number of years from initial venture investment to merger and acquisition transaction was 4.6 years. Exit transactions are a small proportion of companies financed by venture capital each year. As a result, the pool of target companies has grown larger with increased demand for private capital.

Highly Fragmented, Underserved Market with High Barriers to Entry

Unfulfilled demand and limited competition: Many viable venture-backed companies have been unable to obtain sufficient growth financing from traditional lenders, such as commercial banks or asset-based finance companies, because traditional lenders normally underwrite to tangible asset values and/or operating cash flows. If such firms do provide financing, their loans normally contain financial performance covenants stipulating tangible asset coverages or setting standards of operating performance that do not apply to our target companies. Because sponsored growth lending and non-sponsored growth lending require specialized underwriting and investment structures that fit the distinct characteristics of venture-backed companies and non-sponsored growth companies, more traditional lending approaches largely do not apply to these companies. We also believe that our relationship-based approach to investing helps us to assess and manage investment risks and determine appropriate pricing for our debt investments in portfolio companies.

Competitive Advantages

We believe we are well positioned to address the market for growth lending in a manner that will result in a competitive advantage over other established sponsored growth lenders. We believe our competitive strengths and key differentiators include:

Experienced, Proven Management Team Supported by a Deep Bench of Dedicated Investment Professionals

RGC’s senior executive team, with an average of more than 34 years of experience, and our senior investment professionals, including origination and underwriting, with an average 23 years of experience, have developed a disciplined and repeatable approach to investing and managing investments in high-growth potential businesses. We believe that the experience, relationships and disciplined investment and risk management processes of RGC’s investment professionals are a competitive advantage for us.

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Our President and Chief Executive Officer, David Spreng, who is also the founder and Chief Executive Officer of RGC, has a unique combination of experience as a senior executive of a $20 billion asset management firm and over 30 years as a venture capital equity and debt investor. Mr. Spreng has been a leader in applying risk management processes to investing in equity and debt of small, fast-growing, private companies. Our Chief Financial Officer, Chief Operating Officer, Treasurer and Secretary, Thomas Raterman, has more than 30 years of corporate finance, investment banking, private equity and financial executive management experience with rapidly growing entrepreneurial companies. Greg Greifeld, Chief Investment Officer at RGC, has over 16 years of lending, venture capital, and investment management experience.

RGC has a broad team of professionals focused on every aspect of the investment lifecycle. RGC has origination, underwriting and portfolio monitoring teams that manage and oversee the investment process from identification of investment opportunity through negotiations of final term sheet and investment in a portfolio company followed by active portfolio monitoring. The team members serving investment management and oversight functions have significant operating experience and are not associated with origination functions to avoid any biased views of performance. This structure helps originators focus on identifying investment opportunities while other team members continue building relationships with our portfolio companies.

Provide Capital to Robust, High-Growth Venture-backed Companies

We believe we are favorably positioned within the venture lending ecosystem, targeting primarily growth focused technology and life sciences companies. We believe the technology and life sciences industries are among the most attractive industries within the venture lending space, primarily representing large, addressable markets with strong and consistent growth. According to the Q4 2024 Pitchbook NVCA Venture Monitor and Pitchbook-NVCA industry classifications, venture capital deal volume for technology totaled approximately $183.8 billion in 2024, representing a 12.0% CAGR from 2014 to 2024. Venture capital deal volume for life science totaled approximately $36.3 billion in 2024, representing a 9.6% CAGR from 2014 to 2024. We believe companies within these industries can often be characterized as having asset-light business models, attractive recurring revenue streams and strong growth trajectories.

We invest across industries to diversify risk and deliver more stable returns. The investment professionals at RGC have extensive experience investing in the industries on which we focus, including technology, healthcare, business services, financial services, and select consumer services and products in other high-growth industries. Our ability to invest across diverse industries is supported by our Sponsored Growth Lending strategy and relationships with leading venture firms, who are generally industry experts in the areas in which they invest. We are able to leverage our relationships across equity providers, lenders, and advisers to source deals within the venture industry.

We believe we are able to access opportunities to finance companies that are both backed by venture capital sponsors as well as through direct lead generation and other relationships. While many growth lenders focus solely on sponsored lending, we believe we are differentiated in our approach by offering both sponsored growth lending and non-sponsored growth lending that are secured by the assets of many of the most dynamic, innovative and fastest growing companies in the United States.

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Robust Disciplined Investment Process and Credit Analysis

RGC’s senior investment professionals draw upon their substantial experience, including operating, lending, venture capital and growth investing, to manage the underwriting investment process. Credit analysis, which is a fundamental part of our investment process, is driven by our credit-first philosophy and utilizes the core competencies the team has developed. A strong assessment of underwriting transactions often enables development of structure and pricing terms to win deals and produce strong returns for risks taken versus other lenders that take a more formulaic approach to the business.

We believe the focused and disciplined approach that RGC applies to our lending strategy enables us to deliver strong, consistent returns to our investors. As of December 31, 2024, our debt portfolio is 97.9% first lien senior secured. Of our $2.9 billion total commitments since inception, our cumulative gross loss rate, as a percentage of total commitments since inception, has been 0.94% and our net losses, as a percentage of total commitments since inception, has been 0.77%. At the point of origination, our current portfolio companies have raised on average $127.6 million of equity proceeds relative to our average commitment size of $40.6 million. To achieve this, we do not follow an "index" strategy or a narrowly focused approach, and we do not lend only to those companies that are backed by a specific set of sponsors. We believe that careful selection among many opportunities will yield the optimal portfolio results within both sponsored and non-sponsored lending opportunities - although we do expect the sponsored segment to represent the majority of the portfolio for the foreseeable future.

We maintain rigorous underwriting, monitoring and risk management processes across our portfolio, which is underpinned by our two main lending principles, first the ability to price risk and second the ability to measure and track enterprise value. Our investment process differs from many of our competitors in that we have a dedicated credit team, separate from the origination team that manages the underwriting process. Unlike many of our competitors, we underwrite the company and the loan separately and spend significant time analyzing the enterprise value of the company and potential upside from the equity component of the transaction.

Proprietary Risk Analytics and Return Optimization.

Over the past 20 years, RGC’s senior investment professionals have iterated upon and built out an extensive due diligence process, which has resulted in the proprietary risk analysis used today. Mr. Spreng has overseen the development of a risk management model that helps to identify, analyze and mitigate risk within individual portfolio companies in the venture capital space. The model utilized by us today examines a consistent set of more than 30 quantitative and qualitative variables in four main risk areas (market, technology, management and financing) to generate a composite risk ranking for each portfolio company.

Flexible, Opportunity-Specific Pricing and Structure

RGC’s comprehensive analysis assesses all factors and does not rely on any one criterion above or more than others. For example, we do not seek to provide financing to every early-stage company backed by top-tier venture firms, but only to those companies that, in our opinion, possess the most favorable risk and return characteristics for our investments. We seek to understand the attractiveness of each opportunity on its own merits. The quality of the venture investors involved is important, but it is only one component of our decision-making process. Within our Non-Sponsored Growth Lending strategy, we expect that many companies will have positive earnings before interest expense, income tax expenses, depreciation and amortization (“EBITDA”) but have been unable to access sufficient capital to fund current growth opportunities. We believe that gaining a comprehensive picture of an opportunity based on RGC’s defined assessment factors allows us to be more flexible, to identify price and structure inefficiencies in the debt market, better support our portfolio companies, and to maximize loan and warrant returns, while minimizing losses. In our Sponsored and Non-Sponsored Growth Lending strategies, we target our loan to be less than 25% of enterprise value at inception.

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Strong Reputation and Deep Relationships

RGC’s senior investment professionals enjoy reputations as innovative thought leaders, ingrained in the fabric of the venture community. RGC’s senior investment professionals have been active in venture capital investing, private lending, growth equity investing, corporate finance, and investment banking for more than two decades and are viewed as trustworthy partners to both management and venture investors as well as entrepreneurs. Our investment professionals’ experience has often encouraged private companies to work with a lender that can manage challenges and deviations from plans that often arise in developing companies.

RGC’s senior investment professionals also have established a network of relationships over two decades with various venture capital firms, venture banks, institutional investors, entrepreneurs and other venture capital market participants, which has allowed RGC to develop a variety of channels for investment originations and referrals. These investment professionals maintain ongoing dialogue with a number of venture capital firms across the country, leverage a suite of technologies to identify potential borrowers and often seek to be the first contact for new investment opportunities.

Competition

Our primary competitors for investments include public and private funds, other BDCs, commercial and investment banks, venture-oriented commercial banks, commercial financing companies and, to the extent they provide an alternative form of financing, private equity and hedge funds. Many of our competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. For example, we believe some competitors may have access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than us. Furthermore, many of our competitors are not subject to the regulatory restrictions that the 1940 Act imposes on us as a BDC or to the distribution and other requirements we must satisfy to qualify and maintain our qualification as a RIC. We do not compete primarily on the financing terms we offer and believe that some competitors make loans with rates that are comparable to or lower than our rates. For additional information concerning the competitive risks we face, see "Risk Factors — Risks Related to Our Business and Structure — We operate in a highly competitive market for investment opportunities and we may not be able to compete effectively." in Part I, Item 1A of this Form 10 K.

Staffing

We do not currently have any employees. R. David Spreng, our President, Chief Executive Officer and Chairman of our Board of Directors, is also the founder, President and Chief Executive Officer of RGC. Thomas B. Raterman is our Chief Financial Officer, Chief Operating Officer, Treasurer, and Secretary, and serves as the Chief Financial Officer and Chief Operating Officer of RGC. Mr. Raterman performs his functions for us under the terms of our Administration Agreement. Our Board of Directors has appointed Colleen Corwell of Kroll Associates, Inc. to serve as our Chief Compliance Officer pursuant to an agreement between the Company and Kroll Associates, Inc. Ms. Corwell also serves as the Chief Compliance Officer for RGC pursuant to an agreement between RGC and Kroll Associates, Inc.

Our day-to-day investment and administrative operations are managed by RGC and our Administrator. The Investment Committee is supported by a team of additional experienced investment professionals. RGC and our Administrator may hire additional investment and administrative professionals in the future to provide services to us, based upon our needs.

In addition, we reimburse the Administrator for its costs and expenses and our allocable portion of overhead incurred by it in performing its obligations under the Administration Agreement, including rent and the allocable portion of the compensation paid to our Chief Compliance Officer and Chief Financial Officer and their respective staffs.

Implications of Being an Emerging Growth Company

We currently are, and expect to remain, an "emerging growth company," as that term is used in the JOBS Act until the earliest of:

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Under the JOBS Act, we are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act, which would require that our independent registered public accounting firm provide an attestation report on the effectiveness of our internal control over financial reporting. This may increase the risk that material weaknesses or other deficiencies in our internal control over financial reporting go undetected. See Part I, Item 1A of this Form 10‑K "Risk Factors — Risks Related to Our Business and Structure — We are obligated to maintain proper and effective internal control over financial reporting. Failure to achieve and maintain effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and the value of our common stock."

Certain U.S. Federal Income Tax Considerations

The following discussion is a general summary of certain U.S. federal income tax considerations applicable to us and to an investment in shares of our common stock. This discussion is based on the provisions of the Code and the regulations of the U.S. Department of Treasury promulgated thereunder, or "Treasury regulations," each as in effect as of the date of this Form 10‑K.

These provisions are subject to differing interpretations and change by legislative or administrative action, and any change may be retroactive. This discussion does not constitute a detailed explanation of all U.S. federal income tax aspects affecting us and our stockholders and does not purport to deal with the U.S. federal income tax consequences that may be important to particular stockholders in light of their individual investment circumstances or to some types of stockholders subject to special tax rules, such as financial institutions, broker dealers, insurance companies, tax-exempt organizations, partnerships or other pass-through entities, persons holding our common stock in connection with a hedging, straddle, conversion or other integrated transaction, non-U.S. stockholders (as defined below) engaged in a trade or business in the United States, persons who have ceased to be U.S. citizens or to be taxed as resident aliens or individual non-U.S. stockholders present in the United States for 183 days or more during a taxable year. This discussion also does not address any aspects of U.S. estate or gift tax or foreign, state or local tax. This discussion assumes that our stockholders hold their shares of our common stock as capital assets for U.S. federal income tax purposes (generally, assets held for investment). No ruling has been or will be sought from the Internal Revenue Service (the "IRS") regarding any matter discussed herein.

A "U.S. stockholder" is a beneficial owner of shares of our common stock that is for U.S. federal income tax purposes:

A "non-U.S. stockholder" means a beneficial owner of shares of our common stock that is for U.S. federal income tax purposes neither a U.S. stockholder nor partnership.

If a partnership or other entity classified as a partnership, for U.S. federal income tax purposes, holds our shares, the U.S. tax treatment of the partnership and each partner generally will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. A partnership considering an investment in our common stock should consult its own tax advisers regarding the U.S. federal income tax consequences of the acquisition, ownership and disposition of shares by the partnership.

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Taxation of the Company

We have elected to be treated as a RIC under Subchapter M of the Code, and currently qualify and intend to continue to qualify for treatment as a RIC. As a RIC, we generally will not be subject to U.S. federal income taxes on any ordinary income or capital gains that we timely distribute to our stockholders as dividends.

To qualify as a RIC, we must, among other things:

In the case of a RIC that furnishes capital to development corporations, there is an exception relating to the Diversification Tests described above. This exception is available only to RICs which the SEC determines to be principally engaged in the furnishing of capital to other corporations which are principally engaged in the development or exploitation of inventions, technological improvements, new processes, or products not previously generally available ("SEC Certification"). We have not sought SEC Certification, but it is possible that we may seek SEC Certification in future years. If we receive SEC Certification, we generally will be entitled to include, in the computation of the 50% value of our assets (described above), the value of any securities of an issuer, whether or not we own more than 10% of the outstanding voting securities of the issuer, if the basis of the securities, when added to our basis of any other securities of the issuer that we own, does not exceed 5% of the value of our total assets.

As a RIC, we must distribute an amount equal to at least the sum of (i) 90% of our investment company taxable income (which includes, among other items, dividends, interest and the excess of any net realized short-term capital gains over net realized long-term capital losses and other taxable income (other than any net capital gain), reduced by deductible expenses) determined without regard to the deduction for dividends and distributions paid and (ii) 90% of our net tax-exempt interest income (which is the excess of our gross tax-exempt interest income over certain disallowed deductions), or the "Annual Distribution Requirement." We intend to distribute annually all or substantially all of such income. Generally, if we fail to meet this Annual Distribution Requirement for any taxable year, we will fail to qualify as a RIC for such taxable year. To the extent we meet the Annual Distribution Requirement for a taxable year, but retain our net capital gains for investment or any investment company taxable income, we will be subject to U.S. federal income tax on such retained capital gains and investment company taxable income. We may choose to retain our net capital gains for investment or any investment company taxable income, and pay the associated U.S. federal income tax, including any nondeductible 4% U.S. federal excise tax described below, if applicable.

We are subject to a nondeductible 4% U.S. federal excise tax on certain of our undistributed income, unless we timely distribute (or are deemed to have timely distributed) an amount equal to the sum of:

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While we intend to distribute any income and capital gains in order to avoid imposition of this nondeductible 4% U.S. federal excise tax, we may not be successful in avoiding entirely the imposition of this tax. In that case, we will be liable for the tax only on the amount by which we do not meet the foregoing distribution requirement.

We are authorized to borrow funds and to sell assets in order to satisfy distribution requirements. However, under the 1940 Act, we are not permitted to make distributions to our stockholders while any senior securities are outstanding unless we meet the applicable asset coverage ratios. See "—  Regulation as a Business Development Company — Senior Securities." Moreover, our ability to dispose of assets to meet our distribution requirements may be limited by (1) the illiquid nature of our portfolio and/or (2) other requirements relating to our status as a RIC, including the Diversification Tests. If we dispose of assets in order to meet the Annual Distribution Requirement or to avoid the 4% U.S. federal excise tax, we may make such dispositions at times that, from an investment standpoint, are not advantageous.

A RIC is limited in its ability to deduct expenses in excess of its "investment company taxable income" (which is, generally, ordinary income plus the excess of net short-term capital gains over net long-term capital losses). If our expenses in a given year exceed investment company taxable income, we would experience a net operating loss for that year. However, a RIC is not permitted to carry forward net operating losses to subsequent years. In addition, expenses can be used only to offset investment company taxable income, not net capital gain. Due to these limits on the deductibility of expenses, we may, for tax purposes, have aggregate taxable income for several years that we are required to distribute and that is taxable to our stockholders even if such income is greater than the aggregate net income we actually earned during those years. Such required distributions may be made from our cash assets or by liquidation of investments, if necessary. We may realize gains or losses from such liquidations. In the event we realize net capital gains from such transactions, stockholders may receive a larger capital gain distribution than they would have received in the absence of such transactions.

Failure to Qualify as a RIC

While we have elected to be treated as a RIC and intend to qualify to be treated as a RIC annually, no assurance can be provided that we will qualify for tax treatment as a RIC for any taxable year. If we fail to satisfy the 90% Gross Income Test or the Diversification Tests for any taxable year, we may nevertheless continue to qualify as a RIC for such year if certain relief provisions are applicable (which may, among other things, require us to pay certain U.S. federal income tax at corporate rates or to dispose of certain assets). If we were unable to qualify for treatment as a RIC and the foregoing relief provisions are not applicable, we would be subject to tax on all of our taxable income at regular corporate rates, regardless of whether we make any distributions to our stockholders. Distributions would not be required, and any distributions would be taxable to our stockholders as ordinary dividend income that, may qualify as qualified dividends that are subject to U.S. federal income tax at a rate of 20% to the extent of our current and accumulated earnings and profits provided certain holding period and other requirements were met. Subject to certain limitations under the Code, corporate distributees may be eligible for the dividends-received deduction. Distributions in excess of our current and accumulated earnings and profits would be treated first as a return of capital that would reduce the stockholder's adjusted tax basis in its common stock (and correspondingly increase such stockholder's gain, or reduce such stockholder's loss, on disposition of such common stock), and any remaining distributions would be treated as a capital gain.

To requalify as a RIC in a subsequent taxable year, we would be required to satisfy the RIC qualification requirements for that year and dispose of any earnings and profits from any year in which we failed to qualify as a RIC. Subject to a limited exception applicable to RICs that qualified as such under Subchapter M of the Code for at least one year prior to disqualification and that requalify as a RIC no later than the second year following the non-qualifying year, we could be subject to tax on any unrealized net built-in gains in the assets held by us during the period in which we failed to qualify as a RIC that are recognized within the subsequent five years, unless we made a special election to pay U.S. federal income tax at corporate rates on such built-in gain at the time of our requalification as a RIC.

The remainder of this discussion assumes that we qualify as a RIC for each taxable year.

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Company Investments

Certain of our investment practices are subject to special and complex U.S. federal income tax provisions that may, among other things, (i) disallow, suspend or otherwise limit the allowance of certain losses or deductions, including the dividends received deduction, (ii) convert lower taxed long-term capital gains and qualified dividend income into higher taxed short-term capital gains or ordinary income, (iii) convert ordinary loss or a deduction into capital loss (the deductibility of which is more limited), (iv) cause us to recognize income or gain without a corresponding receipt of cash, (v) adversely affect the time as to when a purchase or sale of stock or securities is deemed to occur, (vi) adversely alter the characterization of certain complex financial transactions and (vii) produce income that will not qualify as good income for purposes of the 90% Gross Income Test. We monitor our transactions and may make certain tax elections and may be required to borrow money or dispose of securities to mitigate the effect of these rules and to prevent disqualification of us as a RIC but there can be no assurance that we will be successful in this regard.

Debt Instruments. In certain circumstances, we may be required to recognize taxable income prior to the time at which we receive cash. For example, if we hold debt instruments that are treated under applicable tax rules as having original issue discount (such as debt instruments with an end-of-term payment and/or payment-in-kind ("PIK") interest payment or, in certain cases, increasing interest rates or issued with warrants), we must include in taxable income each year a portion of the original issue discount that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. Because any original issue discount accrued will be included in our investment company taxable income for the year of accrual, we may be required to make a distribution to our stockholders in order to satisfy the Annual Distribution Requirement and to avoid the 4% U.S. federal excise tax, even though we will not have received any corresponding cash amount.

Warrants. Gain or loss realized by us from the sale or exchange of warrants acquired by us as well as any loss attributable to the lapse of such warrants generally are treated as capital gain or loss. The treatment of such gain or loss as long-term or short-term generally depends on how long we held a particular warrant and on the nature of the disposition transaction.

Foreign Investments. In the event we invest in foreign securities, we may be subject to withholding and other foreign taxes with respect to those securities. We do not expect to satisfy the requirement to pass through to our stockholders their share of the foreign taxes paid by us.

Passive Foreign Investment Companies. We may invest in the stock of a foreign corporation which is classified as a "passive foreign investment company" (within the meaning of Section 1297 of the Code), or "PFIC." As a result, we may be subject to U.S. federal income tax on a portion of any "excess distribution" or gain from the disposition of such shares. Additional charges in the nature of interest may be imposed on us in respect of deferred taxes arising from such distributions or gains. This additional tax and interest may apply even if we make a distribution in an amount equal to any "excess distribution" or gain from the disposition of such shares as a taxable dividend by us to our shareholders. If we invest in a PFIC and elect to treat the PFIC as a "qualified electing fund" under the Code (a "QEF"), in lieu of the foregoing requirements, we will be required to include in income each year a portion of the ordinary earnings and net capital gain of the QEF, even if such income is not distributed to us. Alternatively, we can elect to mark-to-market at the end of each taxable year our shares in a PFIC; in this case, we will recognize as ordinary income any increase in the value of such shares, and as ordinary loss any decrease in such value to the extent it does not exceed prior increases included in income. Under either election, we may be required to recognize in a year income in excess of our distributions from PFICs and our proceeds from dispositions of PFIC stock during that year, and such income will nevertheless be subject to the Annual Distribution Requirement and will be taken into account for purposes of the 4% U.S. federal excise tax. No assurances can be given that any such election will be available or that, if available, we will make such an election.

Controlled Foreign Corporations. If we hold more than 10% of the shares in a foreign corporation that is treated as a controlled foreign corporation, or "CFC," we may be treated as receiving a deemed distribution (taxable as ordinary income) each year from such foreign corporation in an amount equal to our pro rata share of the corporation’s income for the tax year (including both ordinary earnings and capital gains), whether or not the corporation makes an actual distribution during such year. In general, a foreign corporation will be classified as a CFC if more than 50% of the shares of the corporation, measured by reference to combined voting power or value, is owned (directly, indirectly or by attribution) by U.S. shareholders. A "U.S. shareholder," for this purpose, is any U.S. person that possesses (actually or constructively) 10% or more of the combined voting power or 10% or more of the total value of all classes of shares of a corporation. If we are treated as receiving a deemed distribution from a CFC, we will be required to include such distribution in our investment company taxable income regardless of whether we receive any actual distributions from such CFC, and we must distribute such income to satisfy the Annual Distribution Requirement and will the income be taken into account for purposes of the 4% excise tax.

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Income inclusions from a QEF or CFC will be "good income" for purposes of the 90% Gross Income Test provided that they are derived in connection with our business of investing in stocks and securities or the QEF or CFC distributes such income to us in the same taxable year to which the income is included in our income.

Foreign Currency Transactions. Under the Code, gains or losses attributable to fluctuations in exchange rates which occur between the time we accrue income or other receivables or accrue expenses or other liabilities denominated in a foreign currency and the time we actually collect such receivables or pay such liabilities generally are treated as ordinary income or loss. Similarly, on disposition of debt instruments and certain other instruments denominated in a foreign currency, gains or losses attributable to fluctuations if the value of the foreign currency between the date of acquisition of the instrument and the date of disposition also are treated as ordinary gain or loss. These currency fluctuations related gains and losses may increase or decrease the amount of our investment company taxable income to be distributed to our stockholders as ordinary income.

Regulation as a Business Development Company

General

We have elected to be regulated as a BDC under the 1940 Act. A BDC must be organized in the United States for the purpose of investing in or lending to primarily private companies and offering significant managerial assistance to them. A BDC may use capital provided by stockholders and from other sources to make long-term, private investments in businesses. A BDC provides stockholders the ability to retain the liquidity of a publicly traded stock while sharing in the possible benefits, if any, of investing in primarily privately-owned companies.

We may not change the nature of our business so as to cease to be, or withdraw our election as, a BDC unless authorized by vote of a majority of the outstanding voting securities, as required by the 1940 Act. A majority of the outstanding voting securities of a company is defined under the 1940 Act as the lesser of: (a) 67% or more of such company’s voting securities present at a meeting if more than 50% of the outstanding voting securities of such company are present or represented by proxy, or (b) more than 50% of the outstanding voting securities of such company. We do not anticipate any substantial change in the nature of our business.

As with other companies regulated by the 1940 Act, a BDC must adhere to certain substantive regulatory requirements. A majority of our directors must be persons who are not "interested persons," as that term is defined in the 1940 Act. Additionally, we are required to provide and maintain a bond issued by a reputable fidelity insurance company to protect the BDC. Furthermore, as a BDC, we are prohibited from protecting any director or officer against any liability to us or our stockholders arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office.

As a BDC, we are generally required to meet an asset coverage ratio, defined under the 1940 Act as the ratio of our gross assets (less all liabilities and indebtedness not represented by senior securities) to our outstanding senior securities, of at least 150% (at least 200% prior to June 16, 2022) after each issuance of senior securities if certain requirements are met. On June 16, 2022, our stockholders approved the reduced asset coverage ratio at our 2022 annual meeting of stockholders. The reduced asset coverage ratio of 150% became effective upon receiving stockholder approval.

We may also be prohibited under the 1940 Act from knowingly participating in certain transactions with our affiliates without the prior approval of our directors who are not "interested persons," as defined in Section 2(a)(19) of the 1940 Act, of us, RGC or our respective affiliates and, in some cases, prior approval by the SEC.

We do not intend to acquire securities issued by any investment company that exceed the limits imposed by the 1940 Act and the rules and regulations thereunder. Under these limits, we generally cannot acquire more than 3% of the voting stock of any registered investment company (as defined in the 1940 Act), invest more than 5% of the value of our total assets in the securities of one investment company, or invest more than 10% of the value of our total assets in the securities of more than one investment company. The SEC rules permit us to exceed these limits without obtaining exemptive relief if we comply with certain conditions. If we invest in securities issued by investment companies, if any, it should be noted that such investments might subject our stockholders to additional expenses as they will be indirectly responsible for the costs and expenses of such companies. Our investment portfolio is also subject to diversification requirements by virtue of our election to be treated as a RIC for U.S. federal income tax purposes and our intention to continue to operate in a manner so as to qualify for the tax treatment applicable to RICs. See "Risk Factors — Risks Related to Our Business and Structure" in Part I, Item 1A of this Form 10-K for more information.

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In addition, investment companies registered under the 1940 Act and private funds that are excluded from the definition of   "investment company" pursuant to either Section 3(c)(1) or 3(c)(7) of the 1940 Act may not acquire directly or through a controlled entity more than 3% of our total outstanding voting stock (measured at the time of the acquisition), unless the funds comply with an exemption under the 1940 Act. As a result, certain of our investors may hold a smaller position in our shares than if they were not subject to these restrictions.

We are generally not able to issue and sell our common stock at a price below net asset value per share. See "Risk Factors — Risks Related to Our Business and Structure — Regulations governing our operation as a BDC affect our ability to raise additional capital and the way in which we do so. As a BDC, the necessity of raising additional capital may expose us to risks, including the typical risks associated with leverage." in Part I, Item 1A of this Form 10‑K. We may, however, sell our common stock, or warrants, options or rights to acquire our common stock, at a price below the then-current net asset value of our common stock if our Board of Directors determines that such sale is in our best interests and the best interests of our stockholders, and our stockholders approve such sale. In addition, we may generally issue new shares of our common stock at a price below net asset value in rights offerings to existing stockholders, in payment of dividends and in certain other limited circumstances.

As a BDC, we are generally limited in our ability to invest in any portfolio company in which RGC or any of its affiliates currently has an investment or to make any co-investments with our investment adviser or its affiliates without an exemptive order from the SEC, subject to certain exceptions. On August 10, 2020, we, RGC, and certain other funds and accounts sponsored or managed by RGC were granted the Order, as amended on August 30, 2022, that permits us greater flexibility than the 1940 Act permits to negotiate the terms of co-investments if our Board of Directors determines that it would be advantageous for us to co-invest with other accounts sponsored or managed by RGC or its affiliates in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. We believe that the ability to co-invest with similar investment structures and accounts sponsored or managed by RGC or its affiliates will provide additional investment opportunities and the ability to achieve greater diversification. Under the terms of the Order, a majority of our independent directors are required to make certain determinations in connection with a co-investment transaction, including that (1) the terms of the proposed transaction are reasonable and fair to us and our stockholders and do not involve overreaching of us or our stockholders on the part of any person concerned and (2) the transaction is consistent with the interests of our stockholders and is consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors.

We are subject to periodic examination by the SEC for compliance with the 1940 Act.

As a BDC, we are subject to certain risks and uncertainties. See "Risk Factors — Risks Related to Our Business and Structure" in Part I, Item 1A of this Form 10‑K.

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Qualifying Assets

Under the 1940 Act, a BDC may not acquire any asset other than assets of the type listed in Section 55(a) of the 1940 Act, which are referred to as qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Company’s total gross assets. The principal categories of qualifying assets relevant to our business are any of the following:

In addition, a BDC must be operated for the purpose of making investments in the types of securities described in (1), (2) or (3) above. Control, as defined by the 1940 Act, is presumed to exist where a BDC beneficially owns more than 25% of the outstanding voting securities of the portfolio company but may exist in other circumstances based on the facts and circumstances. The regulations defining qualifying assets may change over time. The Company may adjust its investment focus as needed to comply with and/or take advantage of any regulatory, legislative, administrative, or judicial actions.

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Managerial Assistance to Portfolio Companies

In addition, a BDC must have been organized and have its principal place of business in the United States and must be operated for the purpose of making investments in the types of securities described above in Qualifying Assets categories (1), (2) or (3). However, in order to count portfolio securities as qualifying assets for the purpose of the 70% test, the BDC must either control the issuer of the securities or must offer to make available to the issuer of the securities (other than small and solvent companies described above in Qualifying Assets category (1)(c)(iv)) significant managerial assistance; except that, where the BDC purchases such securities in conjunction with one or more other persons acting together, one of the other persons in the group may make available such managerial assistance. Making available managerial assistance means, among other things, any arrangement whereby the BDC, through its directors, officers, or employees, offers to provide, and, if accepted, does so provide, significant guidance and counsel concerning the management, operations or business objectives and policies of a portfolio company. We may also receive fees for these services. RGC may provide, or arrange for the provision of, such managerial assistance on our behalf to portfolio companies that request this assistance, subject to reimbursement of any fees or expenses incurred on our behalf by RGC in accordance with our Advisory Agreement.

Temporary Investments

Pending investment in other types of  "qualifying assets," as described above, our investments may consist of cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment, which we refer to, collectively, as temporary investments, so that 70% of our assets are qualifying assets. Typically, we will invest in U.S. Treasury Bills or in repurchase agreements, provided that such agreements are fully collateralized by cash or securities issued by the U.S. government or its agencies. A repurchase agreement involves the purchase by an investor, such as us, of a specified security and the simultaneous agreement by the seller to repurchase it at an agreed-upon future date and at a price which is greater than the purchase price by an amount that reflects an agreed-upon interest rate. There is no percentage restriction on the proportion of our assets that may be invested in such repurchase agreements. However, if more than 25% of our gross assets constitute repurchase agreements from a single counterparty, we would not meet the diversification tests in order to qualify as a RIC for U.S. federal income tax purposes. Thus, we do not intend to enter into repurchase agreements with a single counterparty in excess of this limit. RGC monitors the creditworthiness of the counterparties with which we enter into repurchase agreement transactions.

Warrants

Under the 1940 Act, a BDC is subject to restrictions on the issuance, terms and number of warrants, options or rights to purchase shares of capital stock that it may have outstanding at any time. Under the 1940 Act, we may generally only offer warrants provided that (i) the warrants expire by their terms within ten years, (ii) the exercise or conversion price is not less than the current market value at the date of issuance, (iii) stockholders authorize the proposal to issue such warrants, and the Board of Directors approves such issuance on the basis that the issuance is in our best interests and the stockholders best interests and (iv) if the warrants are accompanied by other securities, the warrants are not separately transferable unless no class of such warrants and the securities accompanying them has been publicly distributed. The 1940 Act also provides that the amount of our voting securities that would result from the exercise of all outstanding warrants, as well as options and rights, at the time of issuance may not exceed 25% of our outstanding voting securities. In particular, the amount of capital stock that would result from the conversion or exercise of all outstanding warrants, options, or rights to purchase capital stock cannot exceed 25% of the BDC’s total outstanding shares of capital stock.

Senior Securities; Coverage Ratio

We are generally permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to our common stock if our asset coverage, as defined in the 1940 Act, is at least equal to 150% immediately after each such issuance. On June 16, 2022, our stockholders approved the reduced asset coverage ratio at our 2022 annual meeting of stockholders. The reduced asset coverage ratio of 150% became effective upon receiving stockholder approval.

In addition, while any senior securities remain outstanding, we must make provisions to prohibit any distribution to our stockholders or the repurchase of such securities or shares unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. We may also borrow amounts up to 5% of the value of our gross assets for temporary purposes without regard to asset coverage. For a discussion of the risks associated with leverage, see "Risk Factors — Risks Related to Our Business and Structure — We may borrow money, which would magnify the potential for gain or loss on amounts invested and may increase the risk of investing in us." in Part I, Item 1A of this Form 10‑K.

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Compliance Policies and Procedures

We and RGC have adopted and implemented written policies and procedures reasonably designed to detect and prevent violation of the federal securities laws and are required to review these compliance policies and procedures annually for their adequacy and the effectiveness of their implementation. Colleen Corwell currently serves as our Chief Compliance Officer and is responsible for administering the policies and procedures.

Sarbanes-Oxley Act of 2002

The Sarbanes-Oxley Act imposes a wide variety of regulatory requirements on publicly held companies and their insiders. Many of these requirements affect us. For example:

The Sarbanes-Oxley Act requires us to review our current policies and procedures to determine whether we comply with the Sarbanes-Oxley Act and the regulations promulgated thereunder. We will continue to monitor our compliance with all regulations that are adopted under the Sarbanes-Oxley Act and will take actions necessary to ensure that we are in compliance therewith.

Proxy Voting Policies and Procedures

We have delegated our proxy voting responsibility to RGC. The proxy voting policies and procedures of RGC are set forth below. The guidelines will be reviewed periodically by RGC and our independent directors, and, accordingly, are subject to change. For purposes of the Proxy Voting Policies and Procedures described below, "we," "our" and "us" refers to RGC.

As an investment adviser registered under the Advisers Act, RGC has a fiduciary duty to act solely in the best interests of its clients. As part of this duty, RGC recognizes that it must vote client securities in a timely manner, free of conflicts of interest and in the best interests of our clients.

These policies and procedures for voting proxies for RGC's investment advisory clients are intended to comply with Section 206 of, and Rule 206(4)‑6 under, the Advisers Act.

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Proxy Policies

RGC will vote proxies relating to our portfolio securities in the best interest of its clients’ stockholders. RGC will review on a case-by-case basis each proposal submitted to a stockholder vote to determine its impact on the portfolio securities held by us. Although RGC will generally vote against proposals that may have a negative impact on its clients’ portfolio securities, RGC may vote for such a proposal if there exist compelling long-term reasons to do so.

RGC's proxy-voting decisions will be made by the senior officers who are responsible for monitoring each of its clients’ investments. To ensure that its vote is not the product of a conflict of interest, RGC will require that: (1) anyone involved in the decision-making process disclose to its management any potential conflict that he or she is aware of and any contact that he or she has had with any interested party regarding a proxy vote; and (2) employees involved in the decision-making process or vote administration are prohibited from revealing how RGC intend to vote on a proposal in order to reduce any attempted influence from interested parties.

Proxy Voting Records

You may obtain information about how we voted proxies by making a written request for proxy voting information to: Runway Growth Capital LLC, 205 N. Michigan Ave., Suite 4200, Chicago, IL 60601.

Privacy Principles

We are committed to maintaining the privacy of our stockholders and to safeguarding their non-public personal information. The following information is provided to help you understand what personal information we collect, how we protect that information and why, in certain cases, we may share information with select other parties.

Pursuant to our privacy policy, we do not disclose any non-public personal information about our stockholders or former stockholders to anyone, except as permitted by law, or as is necessary in order to service stockholder accounts (for example, to a transfer agent or third-party administrator).

We may collect non-public information about investors from our subscription agreements or other forms, such as name, address, account number and the types and amounts of investments, and information about transactions with us or our affiliates, such as participation in other investment programs, ownership of certain types of accounts or other account data and activity. We may disclose the information that we collect from our stockholders or former stockholders, as described above, only to our affiliates and service providers and only as allowed by applicable law or regulation. Any party that receives this information uses it only for the services required by us and as allowed by applicable law or regulation and is not permitted to share or use this information for any other purpose. To protect the non-public personal information of individuals, we restrict access to non-public personal information about our stockholders to employees of RGC and its affiliates with a legitimate business need for the information. In order to guard our stockholders’ non-public personal information, we maintain physical, electronic and procedural safeguards that are designed to comply with applicable law. Non-public personal information that we collect about our stockholders is generally stored on secured servers located in the United States. An individual stockholder’s right to privacy extends to all forms of contact with us, including telephone, written correspondence, and electronic media, such as the Internet.

Reporting Obligations

We furnish our stockholders with annual reports containing audited consolidated financial statements, quarterly reports, and such other periodic reports as we determine to be appropriate or as may be required by law. We are required to comply with all periodic reporting, proxy solicitation and other applicable requirements under the Exchange Act.

Our annual reports on Form 10‑K, quarterly reports on Form 10‑Q, current reports on Form 8‑K, as well as reports on Forms 3, 4 and 5 regarding directors, officers, or our 10% beneficial owners, filed or furnished pursuant to section 13(a), 15(d) or 16(a) of the Exchange Act, are available on our website free of charge (https://investors.runwaygrowth.com/financial-information/sec-filings).

Stockholders and the public may also view any materials we file with the SEC on the SEC’s website (http://www.sec.gov).

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Item 1B. Unresolved Staff Comments

None.

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Item 2. Properties

Our corporate headquarters are located at 205 N. Michigan Ave., Suite 4200, Chicago, IL 60601 and are provided by the Administrator in accordance with the terms of the Administration Agreement. We and RGC also have offices located in Menlo Park, California and New York, New York. We do not own any real estate.

Item 3. Legal Proceedings

We and RGC are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. From time to time, we or RGC may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. Our business is also subject to extensive regulation, which may result in regulatory proceedings against us. While the outcome of any such legal proceedings cannot be predicted with certainty, we do not expect that any such proceedings would have a material effect upon our financial condition or results of operations.

Item 4. Mine Safety Disclosures

Not applicable.

 

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Common Stock

Our common stock began trading on the Nasdaq Global Select Market LLC on October 21, 2021 under the symbol "RWAY" in connection with our IPO of shares of our common stock. Shares of BDCs may trade at a market price that is less than the value of the net assets attributable to those shares. The possibility that our shares of common stock will trade at a discount from NAV per share or at premiums that are unsustainable over the long-term are separate and distinct from the risk that our NAV per share will decrease. It is not possible to predict whether our common stock will trade at, above, or below NAV per share. See "Item 1A. Risk Factors—Risks Related to an Investment in Our Common Stock."

Holders

As of March 17, 2025, there were 38 holders of record of our common stock, which does not include stockholders for whom shares are held in nominee or “street” name.

Price Range of Common Stock

Our common stock began trading on the Nasdaq Global Select Market LLC on October 21, 2021 under the symbol "RWAY" in connection with our IPO of shares of our common stock. Shares of BDCs may trade at a market price that is less than the value of the net assets attributable to those shares. The possibility that our shares of common stock will trade at a discount from NAV per share or at premiums that are unsustainable over the long-term are separate and distinct from the risk that our NAV per share will decrease. It is not possible to predict whether our common stock will trade at, above, or below NAV per share. See "Item 1A. Risk Factors—Risks Related to an Investment in Our Common Stock." On March 17, 2025, the last reported closing sales price of our common stock on the Nasdaq Global Select Market LLC was $10.89 per share, which represented a discount of approximately 21% to our NAV per share of $13.79 as of December 31, 2024.

Prior to our IPO, the shares of our common stock were offered and sold in transactions exempt from registration under the Securities Act. As such, there was no public market for shares of our common stock through the period ended October 20, 2021.

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Distributions

To the extent that we have funds available, we intend to make quarterly distributions to our stockholders. Our stockholder distributions, if any, will be determined by our Board of Directors. Any distribution to our stockholders will be declared out of assets legally available for distribution. We anticipate that distributions will be paid from income primarily generated by interest and dividend income earned on investments made by us.

Refer to "Note 9 – Net Assets" of our financial statements in Part II, Item 8 of this Form 10-K for a summary of the distributions declared and paid since inception.

Stock Performance Graph

The following stock performance graph compares the cumulative stockholder return on our common stock from October 21, 2021 (the date our common stock commenced trading on the Nasdaq Global Select Market LLC) to December 31, 2024, with that of the Standard & Poor’s 500 Stock Index, the NASDAQ Financial 100 Index, and the Wells Fargo BDC Index. This graph assumes that on October 21, 2021, $100 was invested in our common stock, the Standard & Poor’s BDC Index, the NASDAQ Financial 100 Index, and the Wells Fargo BDC Index. The graph also assumes the reinvestment of all cash dividends prior to any tax effect. The graph and other information furnished under this Part II Item 5 of this Annual Report on Form 10-K shall not be deemed to be "soliciting material" or to be "filed" with the SEC or subject to Regulation 14A or 14C under, or to the liabilities of Section 18 of, the Exchange Act. The stock price performance included in the below graph is not necessarily indicative of future stock performance.

COMPARISON OF CUMULATIVE TOTAL RETURN

Among Runway Growth Finance Corp., the S&P 500 Index,

The NASDAQ Financial 100 Index, and the S&P BDC Index

Recent Sales of Unregistered Securities and Use of Proceeds

Other than pursuant to our Dividend Reinvestment Plan, and except as previously reported by us on our current reports on Form 8‑K or quarterly reports on Form 10-Q, we did not sell any securities during the period covered by this Form 10‑K that were not registered under the Securities Act.

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Item 6. [Reserved]

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

This annual report on Form 10‑K contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors, and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments, our industry, our beliefs and opinions, and our assumptions. Words such as "anticipates," "expects," "intends," "plans," "will," "may," "continue," "believes," "seeks," "estimates," "would," "could," "should," "targets," "projects," "outlook," "potential," "predicts" and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:

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Although we believe the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this annual report on Form 10‑K should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in "Risk Factors" in in Part I, Item 1A of this Form 10‑K.

We have based the forward-looking statements included in this Form 10‑K on information available to us on the date of this Form 10‑K, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the SEC, including our annual reports on Form 10‑K, quarterly reports on Form 10‑Q and current reports on Form 8‑K.

The following analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes thereto contained elsewhere in this annual report on Form 10‑K.

Overview

Runway Growth Finance Corp. ("we," "us," "our," or the "Company"), a Maryland corporation formed on August 31, 2015, is structured as an externally managed, non-diversified closed-end management investment company. On August 18, 2021, we changed our name to "Runway Growth Finance Corp." from "Runway Growth Credit Fund Inc." We are a specialty finance company focused on providing senior secured loans to high growth-potential companies in technology, healthcare, business services, financial services, select consumer services and products and other high-growth industries. Our goal is to create significant value for our stockholders and the entrepreneurs we support by providing high growth-potential companies with hybrid debt and equity financing that is more flexible than traditional credit and less dilutive than equity. Our investment objective is to maximize our total return to our stockholders primarily through current income on our loan portfolio, and secondarily through capital gains on our warrants and other equity positions. Our offices are in Chicago, Illinois; Menlo Park, California; and New York, New York.

We have elected to be regulated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the "1940 Act"). We have also elected to be treated as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). While we currently qualify and intend to qualify annually to be treated as a RIC, no assurance can be provided that we will be able to maintain our tax treatment as a RIC. If we fail to qualify for tax treatment as a RIC for any taxable year, we will be subject to U.S. federal income tax at corporate rates on any net taxable income for such year. As a BDC and a RIC, we are required to comply with various regulatory requirements, such as the requirement to invest at least 70% of our assets in “qualifying assets,” source-of-income limitations, asset diversification requirements, and the requirement to distribute annually at least 90% of our investment company taxable income and net tax-exempt interest.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). We will remain an emerging growth company until the last day of our fiscal year following the fifth anniversary of our IPO, which closed on October 25, 2021 or until the earliest of (i) the last day of the first fiscal year in which we have total annual gross revenue of $1.235 billion or more, (ii) December 31 of the fiscal year in which we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), (which would occur if the market value of our common stock held by non-affiliates exceeds $700.0 million, measured as of the last business day of our most recently completed second fiscal quarter, and we have been publicly reporting for at least 12 months), or (iii) the date on which we have issued more than $1.0 billion in non-convertible debt during the preceding three-year period. For so long as we remain an emerging growth company under the JOBS Act, we will be subject to reduced public company reporting requirements.

We are externally managed by Runway Growth Capital LLC ("RGC"), an investment adviser that has registered with the SEC under the Investment Advisers Act of 1940, as amended. Runway Administrator Services LLC (the "Administrator"), a wholly-owned subsidiary of RGC, provides all the administrative services necessary for us to operate.

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On August 10, 2020, as amended on August 30, 2022, we, RGC, and certain other funds and accounts sponsored or managed by RGC and/or its affiliates were granted an order (the “Order”) that permits us greater flexibility than the 1940 Act permits to negotiate the terms of co-investments if our Board of Directors determines that it would be advantageous for us to co-invest with other accounts sponsored or managed by RGC or its affiliates in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. We believe that the ability to co-invest with similar investment structures and accounts sponsored or managed by RGC or its affiliates provides additional investment opportunities and the ability to achieve greater diversification. Under the terms of the Order, a majority of our independent directors are required to make certain determinations in connection with a co-investment transaction, including that (1) the terms of the proposed transaction are reasonable and fair to us and our stockholders and do not involve overreaching in respect of us or our stockholders on the part of any person concerned and (2) the transaction is consistent with the interests of our stockholders and is consistent with our investment strategies and policies.

Portfolio Composition and Investment Activity

Portfolio Composition

As of December 31, 2024, we had investments in 57 portfolio companies, representing 23 companies in which we held debt and warrant investments, 5 companies in which we held debt investments and shares of common stock, preferred stock, or a combination with warrants, 4 companies in which we held a debt investment only, 17 companies in which we held warrant investments only, and 8 companies in which we held shares of common stock, preferred stock, equity interests only, or a combination thereof with warrants. As of December 31, 2023, we had investments in 52 portfolio companies, representing 22 companies in which we held debt and warrant investments, 3 companies in which we held debt investments and shares of common, preferred stock, or a combination with warrants, 4 companies in which we held a debt investment only, 16 companies in which we held warrant investments only, and 7 companies in which we held shares of common stock, preferred stock, or equity interests only, or a combination with warrants.

The following table shows the fair value of our investments, by asset class, as of December 31, 2024 and December 31, 2023 (in thousands):

		December 31, 2024																December 31, 2023
Investments		Cost					Fair Value					% of Total Portfolio						Cost					Fair Value					% of Total Portfolio
Portfolio Investments
Senior Secured Term Loans		$		966,155			$		950,092					88.24		%		$		977,947			$		964,099					90.35		%
Second Lien Term Loans				20,445					20,152					1.87						14,278					14,399					1.35
Convertible Note				-					-					-						1,357					1,357					0.13
Preferred Stocks				77,247					82,641					7.67						40,602					29,838					2.80
Common Stocks				9,141					2,833					0.26						9,141					1,420					0.13
Equity Interest				6,550					6,940					0.64						950					950					0.09
Warrants				24,345					14,182					1.32						20,560					12,947					1.21
Total Investments, excluding U.S. Treasury Bills				1,103,883					1,076,840					100.00						1,064,835					1,025,010					96.06
U.S. Treasury Bill				—					—					—						42,014					41,999					3.94
Total Portfolio Investments		$		1,103,883			$		1,076,840					100.00		%		$		1,106,849			$		1,067,009					100.00		%

For the years ended December 31, 2024, December 31, 2023, and December 31, 2022, our debt investment portfolio had a dollar-weighted annualized yield of 14.9%, 15.8%, and 13.7%, respectively. We calculate the yield on dollar-weighted debt investments for any period measured as (1) total related investment income during the period divided by (2) the daily average of the fair value of debt investments outstanding during the period, including any debt investments on non-accrual status. As of December 31, 2024, our debt investments had a dollar-weighted average term of 58 months at origination and a dollar-weighted average remaining term of 37 months, or approximately 3.1 years. As of December 31, 2024, substantially all of our debt investments had a committed principal amount of between $6.0 million and $75.0 million and pay cash interest at annual interest rates of between 6.3% and 16.8%.

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The following table shows our dollar-weighted annualized yield by investment type for the years ended December 31, 2024, December 31, 2023, and December 31, 2022:

	Fair Value(1)															Cost(2)
	Year Ended December 31,															Year Ended December 31,
	2024					2023					2022					2024					2023					2022
Investment type:
Debt investments		14.92		%			15.78		%			13.71		%			14.62		%			15.54		%			13.49		%
Equity interest		0.61		%			2.66		%			3.42		%			0.42		%			2.06		%			3.31		%
All investments		14.13		%			15.20		%			13.22		%			13.53		%			14.79		%			13.00		%

 

Investment Activity

The value of our investment portfolio will change over time due to changes in the fair value of our underlying investments, as well as changes in the composition of our portfolio resulting from purchases of new and follow-on investments as well as repayments and sales of existing investments. For the year ended December 31, 2024, we funded $220.4 million in 8 new portfolio companies, $5.6 million in one joint venture, and $28.1 million in 6 existing portfolio companies, net of upfront loan origination fees and refinances. We also received $224.4 million in sales and prepayments from 9 portfolio companies and $4.8 million in scheduled principal payments from two portfolio companies. There was $2.0 million in proceeds from the termination of warrants, sale of preferred stock, sale of equity interest, or sale of common stock during the year ended December 31, 2024. For the year ended December 31, 2023 we funded $82.7 million in four new portfolio companies, and $117.8 million in 14 existing portfolio companies, net of upfront loan origination fees and refinances. We also received $289.0 million in loan sales and prepayments from 12 portfolio companies and $7.3 million in scheduled principal payments from three portfolio companies. There was $44.0 thousand in proceeds from the termination of warrants, sale of preferred stock, sale of equity interest, or sale of common stock during the year ended December 31, 2023.

Portfolio Reconciliation

The following is a reconciliation of our investment portfolio, including U.S. Treasury Bills, for the years ended December 31, 2024 and 2023 (dollars in thousands):

			Year Ended December 31,
		2024					2023
Beginning investment portfolio		$		1,067,009			$		1,126,309
Purchases of investments				254,106					200,464
Purchases of U.S. Treasury Bills				—					76,973
PIK interest				12,265					19,924
Sales and prepayments of investments				(226,397	)				(289,078	)
Scheduled repayments of investments				(4,780	)				(7,331	)
Sales and maturities of U.S. Treasury Bills				(42,029	)				(35,000	)
Amortization of fixed income premiums or accretion of discounts				6,808					8,682
Net realized gain (loss) on investments				(2,939	)				(18,387	)
Net change in unrealized gain (loss) on investments				12,797					(15,547	)
Ending investment portfolio		$		1,076,840			$		1,067,009

 

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Asset Quality

In addition to various risk management and monitoring tools, RGC uses an investment rating system to characterize and monitor the quality of our debt investment portfolio. Equity securities and Treasury Bills are not graded. This debt investment rating system uses a five-level numeric scale. The following is a description of the conditions associated with each investment rating:

Investment Rating		Rating Definition
1		Performing above plan and/or strong enterprise profile, value, financial performance/coverage. Maintaining full covenant and payment compliance as agreed.
2		Performing at or reasonably close to plan. Acceptable business prospects, enterprise value, and financial coverage. Maintaining key covenant and payment compliance as agreed. Generally, all new loans are initially graded Category 2.
3		Performing below plan of record. Potential elements of concern over performance, trends and business outlook. Loan-to-value remains adequate. Potential key covenant non-compliance. Full payment compliance.
4		Performing materially below plan. Non-compliant with material financial covenants. Payment default/deferral could result without corrective action. Requires close monitoring. Business prospects, enterprise value and collateral coverage declining. These investments may be in workout, and there is a possibility of loss of return but no loss of principal is expected.
5		Going concern nature in question. Substantial decline in enterprise value and all coverages. Covenant and payment default imminent if not currently present. Investments are nearly always in workout. May experience partial and/or full loss.

The following table shows the investment ratings of our debt investments at fair value as of December 31, 2024 and December 31, 2023 (dollars in thousands):

	December 31, 2024																December 31, 2023
Investment Rating	Fair Value						% of Total Portfolio					Number of Portfolio Companies					Fair Value						% of Total Portfolio					Number of Portfolio Companies
1	$		27,217					2.53		%			1				$		—					—		%			—
2			671,839					62.39					20						612,709					57.41					19
3			231,488					21.50					8						361,998					33.93					9
4			34,120					3.17					1						3,791					0.36					1
5			5,580					0.52					2						—					—					—
	$		970,244					90.11		%			32				$		978,498					91.70		%			29

Non-Accrual Status

Generally, when interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the loan on non-accrual status and will cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or upon restructuring such that the interest income is deemed to be collectible. As of December 31, 2024, we had two senior secured term loans on non-accrual status; one loan to Mingle Healthcare Solutions, Inc. with a cost basis of $5.0 million and a fair value of $2.1 million, and one loan to JobGet Holdings, Inc. (fka Snagajob, Inc.), with a cost basis of $3.8 million and a fair value of $3.4 million, which together represent 0.5% our total investment portfolio. From being placed on non-accrual status through December 31, 2024, cumulative interest of $0.7 million would be receivable from Mingle Healthcare Solutions, Inc. and was not recorded in Interest income on the Consolidated Statements of Operations. From being placed on non-accrual status through December 31, 2024, cumulative interest of $4.2 million would be receivable from JobGet Holdings, Inc. (fka Snagajob, Inc.) and $0.3 million OID would be accreted into the cost basis, for a total of $4.5 million that was not recorded in Interest income on the Consolidated Statements of Operations. As of December 31, 2024, we had reversed interest income of $0.3 million related to the senior secured term loans on non-accrual status. As of December 31, 2023, we had no loans on non-accrual status and had not written off any accrued and uncollected interest income.

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Results of Operations

An important measure of our financial performance is "Net increase (decrease) in net assets resulting from operations" on the Consolidated Statements of Operations, which includes "Net investment income (loss)", "Net realized gain (loss) on investments" and "Net change in unrealized gain (loss) on investments". "Net investment income (loss)" is the difference between our income from interest, dividends, fees and other income and our operating expenses, including interest on borrowed funds. "Net realized gain (loss) on investments" is the difference between the proceeds received from dispositions of portfolio investments and U.S. Treasury Bills and their amortized cost. "Net change in unrealized gain (loss) on investments" is the net change in the fair value of our investment portfolio.

Comparison of the Years Ended December 31, 2024, 2023 and 2022

The following table is a comparison of the results of our operations for the years ended December 31, 2024, 2023, and 2022 (dollars in thousands):

 

		Years Ended December 31,
		2024										2023										2022
		Total					Per Share(1)					Total					Per Share(1)					Total					Per Share(1)
Investment income
Interest, fee and dividend income		$		144,101			$		3.71			$		163,721			$		4.04			$		107,749			$		2.63
Other income				531					0.01					488					0.01					2					—
Total investment income				144,632					3.72					164,209					4.05					107,751					2.63
Operating expenses
Management fees				15,694					0.40					16,711					0.41					11,882					0.29
Incentive fees				14,579					0.38					19,046					0.47					13,183					0.32
Interest and other debt financing expenses				44,226					1.14					43,143					1.07					16,761					0.41
Professional fees				2,199					0.06					2,350					0.06					2,133					0.05
Administration agreement expenses				1,986					0.05					2,125					0.05					1,838					0.04
Insurance expense				829					0.02					1,028					0.02					1,016					0.03
Tax expense				392					0.01					664					0.02					291					0.01
Other expenses				976					0.02					867					0.02					851					0.02
Total operating expenses				80,881					2.08					85,934					2.12					47,955					1.17
Net investment income				63,751					1.64					78,275					1.93					59,796					1.46
Realized gain (loss) on investments				(2,939	)				(0.08	)				(18,387	)				(0.45	)				(1,061	)				(0.03	)
Net change in unrealized gain (loss) on investments				12,797					0.33					(15,547	)				(0.39	)				(26,485	)				(0.64	)
Net increase (decrease) in net assets resulting from operations		$		73,609			$		1.89			$		44,341			$		1.09			$		32,250			$		0.79

 

Investment Income

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Investment income for the year ended December 31, 2024, 2023 and 2022 was $144.6 million, $164.2 million, and $107.8 million, respectively, and includes non-recurring income of $6.2 million, $11.4 million, and $3.5 million, respectively. Non-recurring income includes, but is not limited to, acceleration of unaccreted OID, prepayment fees, and amendment fees. The decrease in investment income for the year ended December 31, 2024 compared to the year ended December 31, 2023 was primarily due to decreased interest income and payment-in-kind interest income. The increase in investment income for the year ended December 31, 2023 compared to the year ended December 31, 2022 was primarily due to increased interest income driven by our deployment of capital and increased market interest rates.

Operating Expenses

Our primary operating expenses include the payment of fees to RGC under the Advisory Agreement, our allocable portion of overhead expenses under the Administration Agreement, professional fees, and other operating costs described below. We bear all other out-of-pocket costs and expenses of our operations and transactions, including those relating to:

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Operating expenses for the years ended December 31, 2024, 2023 and 2022 were $80.9 million, $85.9 million, and $48.0 million, respectively. Operating expenses decreased for the year ended December 31, 2024 from the year ended December 31, 2023 primarily due to a decrease in performance-based incentive fees and management fees. Operating expenses increased for the year ended December 31, 2023 from the year ended December 31, 2022, primarily due to increased interest and other debt financing expenses, as well as increased performance-based incentive fees and management fees. Operating expenses per share for the years ended December 31, 2024, 2023 and 2022 were $2.08 per share, $2.12 per share and $1.17 per share, respectively.

Management fees for the years ended December 31, 2024, 2023, and 2022 were $15.7 million, $16.7 million, and $11.9 million, respectively. Management fees decreased for the year ended December 31, 2024 as compared to the year ended December 31, 2023 due to decreased daily average gross assets. Management fees increased for the year ended December 31, 2023 as compared to the year ended December 31, 2022, due to an increase in the daily average gross assets offset by a decrease in the base management rate from 1.6% per annum in 2022 to 1.5% per annum in 2023.

Incentive fees for the years ended December 31, 2024, 2023, and 2022 were $14.6 million, $19.0 million and $13.2 million, respectively. Incentive fees decreased for the year ended December 31, 2024 from the year ended December 31, 2023 due to an decrease in net investment income. Incentive fees increased for the year ended December 31, 2023 from the year ended December 31, 2022 due to an increase in net investment income. For the year ended December 31, 2024, $13.6 million of the incentive fees were earned and payable in cash, and $1.0 million were deferred and accrued. For the year ended December 31, 2023, $14.9 million of the incentive fees were earned and payable in cash, and $4.1 million were deferred and accrued. For the year ended December 31, 2022, $11.8 million of the incentive fees were earned and payable in cash, and $1.4 million were deferred and accrued. Incentive fees related to PIK or deferred interest are accrued and payment is deferred until such interest is collected in cash. Incentive fees per share for the years ended December 31, 2024, 2023, and 2022 were $0.38 per share, $0.47 per share, and $0.32 per share, respectively.

Net Investment Income

Net investment income for the years ended December 31, 2024, 2023 and 2022 was $63.8 million, $78.3 million, and $59.8 million, respectively. Net investment income decreased for the year ended December 31, 2024 from the year ended December 31, 2023 primarily due to a decrease in investment income resulting from a decrease in the average outstanding principal on interest-earning debt investments and declining interest rates, partially offset by decreased performance-based incentive fees and management fees. Net investment income increased for the year ended December 31, 2023 from the year ended December 31, 2022 primarily due to increased investment income earned on our portfolio investments, partially offset by increased interest and other debt financing expenses, management fees, and incentive fees. Net investment income per share for the years ended December 31, 2024, 2023 and 2022 was $1.64 per share, $1.93 per share and $1.46 per share, respectively.

Net Realized Gain (Loss) on Investments

The net realized loss on investments of $2.9 million for the year ended December 31, 2024 was attributable to losses in our senior secured term loan and convertible note to Jobget Holdings, Inc (fka Snagajob, Inc.), offset by a gain on the exercise of Dtex, Inc. warrants into preferred stock and subsequent sale. The net realized loss on investments of $18.4 million for the year ended December 31, 2023 was attributable to losses in our loan to Pivot3, Inc. that was previously on non-accrual status, as well as our warrant investments in CareCloud, Inc. and Gynesonics, Inc. The net realized loss on investments of $1.1 million for the year ended December 31, 2022 was primarily due to losses on our warrants in Aspen Group, Inc. and CareCloud, Inc. and a loss in our Pivot3 Holdings, Inc. preferred stock, offset by gains on the sale of Brilliant Earth Group, Inc. common stock.

Net Change in Unrealized Gain (Loss) on Investments

Net change in unrealized gain on investments of $12.8 million for the year ended December 31, 2024 was primarily due to an increase in the fair value of our senior secured loans to Gynesonics, Inc., our preferred stock investments in Gynesonics, Inc. and CareCloud, Inc., as well as a release of prior unrealized loss on the senior secured loan to Jobget Holdings, Inc. (fka Snagajob, Inc.), offset by decreases in fair value of our senior secured loans to Vesta Payment Solutions, Inc., Mingle Healthcare Solutions, Inc., 3PL Central LLC (dba Extensiv), Marleyspoon SE, and Blueshift Labs, Inc. Net change in unrealized loss on investments of $15.5 million for the year ended December 31, 2023 was primarily attributable to decreases in the fair value of CareCloud, Inc. and Gynesonics Inc. preferred stock, a decrease in the fair value of FiscalNote, Inc. common stock, decreases in the fair value of Aria Systems, Inc., INRIX, Inc., and ShareThis, Inc.

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warrants, and decreases in the fair value of our senior secured term loans to Gynesonics, Inc., FiscalNote, Inc., and Snagajob.com Inc., offset by an increase in fair value of Route 92 Medical, Inc. senior secured term loan and a release in prior unrealized loss in our loan to Pivot 3, Inc. Net change in unrealized loss on investments of $26.5 million for the year ended December 31, 2022 was primarily due to decreases in the fair value of a senior secured loan to Pivot3, Inc., and decreases in the fair value of our common stock in Brilliant Earth Group, Inc. and Quantum Corporation.

Net Increase in Net Assets Resulting from Operations

We had a net increase in net assets resulting from operations of $73.6 million for the year ended December 31, 2024, as compared to a net increase in net assets resulting from operations of $44.3 million and $32.3 million for the years ended December 31, 2023 and December 31, 2022, respectively. The increase for the year ended December 31, 2024 from the year ended December 31, 2023 is attributable to an increase net realized and unrealized gains on investments, offset by a decrease in net investment income. The net increase for the year ended December 31, 2023 from the year ended December 31, 2022 is attributable to an increase in net investment income and a decrease in net realized and unrealized gains on investments.

Financial Condition, Liquidity, Capital Resources and Obligations

Our liquidity and capital resources are derived from net proceeds from the offering of our securities, debt borrowings and cash flows from operations, including investment sales and repayments, and income earned. We have used, and expect to continue to use, our debt and the proceeds from the turnover of our portfolio and from public and private offerings of securities to finance our investment objectives. We expect that we may also generate cash from any financing arrangements we may enter into in the future and any future offerings of our equity or debt securities. Financing arrangements may come in the form of borrowings from banks or issuances of senior securities, which may be secured or unsecured, through registered offerings or private placements. Our primary use of funds is to make investments in eligible portfolio companies, pay our operating expenses and make distributions to holders of our common stock.

During the year ended December 31, 2024, we principally funded our operations from (i) cash receipts from interest, dividend, and fee income from our investment portfolio, (ii) cash proceeds from the realization of portfolio investments through the repayments of debt investments and the sale of debt and equity investments and (iii) net borrowings under our Credit Facility.

During the year ended December 31, 2023, we principally funded our operations from (i) cash receipts from interest, dividend, and fee income from our investment portfolio, (ii) cash proceeds from the realization of portfolio investments through the repayments of debt investments and the sale of debt and equity investments and (iii) proceeds from our 2026 Notes.

During the year ended December 31, 2022, we principally funded our operations from (i) cash receipts from interest, dividend, and fee income from our investment portfolio, (ii) cash proceeds from the realization of portfolio investments through the repayments of debt investments and the sale of debt and equity investments and (iii) net borrowings under our Credit Facility and proceeds from our 2026 and 2027 Notes.

During the year ended December 31, 2024, our operating activities provided $69.8 million of cash and cash equivalents, compared to $112.4 million provided by operating activities during the year ended December 31, 2023. The $42.7 million decrease in cash provided by operating activities from December 31, 2023 to December 31, 2024 was primarily due to a $58.2 million decrease in sales or repayments of investments and U.S. Treasury Bills and a $14.5 million decrease in net investment income, offset by a $23.3 million decrease in purchases of investments and U.S. Treasury Bills.

During the year ended December 31, 2023, our operating activities provided $112.4 million of cash and cash equivalents, compared to $359.8 million used in operating activities during the year ended December 31, 2022. The $472.3 million increase in cash flows from December 31, 2022 to December 31, 2023 was primarily due to a $345.3 million decrease in purchases of investments and U.S. Treasury Bills and a $117.5 million increase in sales and repayments of investments and U.S. Treasury Bills.

During the year ended December 31, 2024, our financing activities used $67.0 million of cash, compared to $115.2 million used in financing activities during the year ended December 31, 2023. The $48.3 million decrease in cash flows used in financing activities December 31, 2023 to December 31, 2024 was primarily due to an increase in net borrowing activity of $79.0 million, offset by an increase in share repurchases of $36.0 million.

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During the year ended December 31, 2023, our financing activities used $115.2 million of cash and cash equivalents, as compared to $360.9 million provided by financing activities during the year ended December 31, 2022. The $476.1 million decrease in cash provided by financing activities was primarily due to a $518.3 million decrease in net borrowings activity offset by a decrease in repayments of reverse repurchase agreements of $44.8 million.

Available Liquidity and Capital Resources

As of December 31, 2024, we had $244.8 million in available liquidity, including $5.8 million in cash and cash equivalents, and approximately $239.0 million available under our Credit Facility, subject to borrowing base capacity. As of December 31, 2024, we had $311.0 million of secured debt outstanding under our Credit Facility, which are floating interest rate obligations and $247.3 million of unsecured debt outstanding under 2026 and 2027 Notes, which are all fixed interest rate debt obligations. Refer to "Note 7 – Borrowings" to our consolidated financial statements in Part II, Item 8 of this Form 10-K for additional discussion of our debt obligations.

Pursuant to the 1940 Act, we are permitted to incur borrowings, issue debt securities, or issue preferred stock unless, immediately after the borrowings or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock is at least 150% (at least 200% prior to June 17, 2022). As of December 31, 2024 and December 31, 2023, our asset coverage ratio was 192% and 205%, respectively.

As detailed above, our diverse and well-structured balance sheet is designed to provide a long-term focused and sustainable investment platform. Currently, we believe we have sufficient liquidity to support our near-term capital requirements.

Commitments and Obligations

Our significant contractual payment obligations relate to our borrowings and deferred incentive fees. As of December 31, 2024, we had $558.3 million of debt outstanding, none of which was due within the next year, $558.3 million within 1 to 3 years, and none due beyond 3 years. As of December 31, 2024, we had $10.1 million of deferred incentive fees, $2.6 million of which was due within the next year, $4.9 million within 1 to 3 years, and $2.6 million beyond 3 years.

In addition to our on-balance sheet contractual obligations, in the normal course of business, we have future cash requirements related to our financial instruments with off-balance sheet risk. These consist of unfunded commitments to extend credit, in the form of loans, to our portfolio companies. Unfunded commitments to provide funds to portfolio companies are not reflected on our balance sheet.

Our unfunded commitments may be significant from time to time. As of December 31, 2024, we had a total of $176.7 million in unfunded commitments which was comprised of $147.3 million to provide debt financing to its portfolio companies and $29.4 million in unfunded commitments to provide equity financing to Runway-Cadma I LLC. Unfunded contractual commitments depend upon a portfolio company reaching certain milestones before the debt commitment is available to the portfolio company, which is expected to affect our funding levels. These commitments are subject to the same underwriting and ongoing portfolio maintenance as the on-balance sheet financial instruments that we hold. From time to time, unfunded contractual commitments may expire without being drawn and thus do not represent future cash requirements. We maintain sufficient liquidity (through cash on hand and available borrowings under the Credit Facility) to fund such unfunded commitments should the need arise. As of December 31, 2024, we had approximately $24.8 million of available unfunded commitments eligible to be drawn based on achieved milestones. Refer to “Note 8 – Commitments and Contingencies” to our consolidated financial statements in Part II, Item 8 of this Form 10-K for a summary of unfunded commitments by portfolio company as of December 31, 2024.

The fair value of our unfunded commitments is considered to be immaterial as the yield determined at the time of underwriting is expected to be materially consistent with the yield upon funding, given that interest rates are generally pegged to market indices and given the existence of milestones, conditions and/or obligations embedded in the borrowing agreements.

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Repurchase Program

On February 24, 2022, our Board of Directors approved a share repurchase program (the “First Repurchase Program”) under which we were authorized to repurchase up to $25.0 million of our outstanding common stock, at management’s discretion from time to time in open-market transactions and in accordance with all applicable securities laws and regulations. We repurchased 871,345 shares in connection with the First Repurchase Program for an aggregate purchase price of $10.8 million. The First Repurchase Program expired on February 24, 2023.

On November 2, 2023, our Board of Directors approved a share repurchase program (the "Second Repurchase Program"), under which we were authorized to repurchase up to $25.0 million of our outstanding shares of common stock, at management’s discretion from time to time in open-market transactions and in accordance with all applicable securities laws and regulations. We repurchased 1,961,938 shares in connection with the Second Repurchase Program for an aggregate purchase price of $23.5 million. The Second Repurchase Program expired on November 2, 2024.

On July 30, 2024, our Board of Directors approved a share repurchase program (the "Third Repurchase Program") under which we may repurchase up to $15.0 million of our outstanding shares of common stock, at management's discretion from time to time in open-market transactions and in accordance with all applicable securities laws and regulations. If not renewed, the Third Repurchase Program will terminate upon the earlier of (i) July 30, 2025 or (ii) the repurchase of $15.0 million of our shares of common stock. As of December 31, 2024, we had repurchased 1,199,867 shares in connection with the Third Repurchase Program for an aggregate purchase price of $12.5 million.

Distributions

To the extent that we have funds available, we intend to make quarterly distributions to our stockholders. Our stockholder distributions, if any, will be determined by our Board of Directors. Any distribution to our stockholders will be declared out of assets legally available for distribution. We anticipate that distributions will be paid from income primarily generated by interest and dividend income earned on investments made by us.

For the years ended December 31, 2024, we declared and paid dividends in the amount of $69.9 million, of which $68.7 million was distributed in cash and the remainder distributed in shares to stockholders pursuant to our dividend reinvestment plan (the "Dividend Reinvestment Plan"). For year ended December 31, 2023, we declared dividends in the amount of $73.3 million, of which $70.8 million was distributed in cash and the remainder distributed in shares to stockholders pursuant to our Dividend Reinvestment Plan. For year ended December 31, 2022, we declared dividends in the amount of $51.6 million, of which $40.7 million was distributed in cash and the remainder distributed in shares to stockholders pursuant to our Dividend Reinvestment Plan.

The timing and amount of our distributions, if any, will be determined by our Board of Directors and will be declared out of assets legally available for distribution. Refer to "Note 9 – Net Assets" of our consolidated financial statements in Part II, Item 8 of this Form 10-K for a summary of the distributions declared and paid since inception.

Critical Accounting Estimates

The preparation of the consolidated financial statements and related disclosures in conformity with U.S. GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and revenues and expenses during the period reports. Actual results could materially differ from those estimates. For a description of our critical accounting policies, including those related to the valuation of investments and our election to be treated, and intent to qualify annually, as a RIC refer to “Note 2 – Summary of Significant Accounting Policies” to our consolidated financial statements in Part II, Item 8 of this Form 10-K . We consider the most significant accounting policies to be those related to our Fair Value Measurements and Income Taxes.

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Item 7A. Quantitative and Qualitative Disclosures about Market Risk

We commenced investment activities in portfolio securities during the quarter ended June 30, 2017 and commenced investment activities in U.S. Treasury Bills during the quarter ended December 31, 2016.

We are subject to financial market risk, including changes in the valuations of our investment portfolio. Market risk includes risks that arise from changes in interest rates, commodity prices, equity prices and other market changes that affect market sensitive instruments. The prices of securities held by us may decline in response to certain events, including those directly involving the companies we invest in; conditions affecting the general economy; overall market changes; legislative reform; local, regional, national or global political, social or economic instability; and interest rate fluctuations. Uncertainty with respect to the economic effects of rising interest rates and inflation has introduced significant volatility in the financial markets, and the effects of this volatility could materially impact our market risks. For additional information concerning the risks we face and their potential impact on our business and our operating results, see Part I, Item 1A. Risk Factors.

Valuation Risk

Our investments may not have a readily available market price, and we value these investments at fair value as determined in good faith by our Board of Directors in accordance with our valuation policy. There is no single standard for determining fair value in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may fluctuate from period to period. Because of the inherent uncertainty of valuation, these estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and it is possible that the difference could be material.

Interest Rate Risk

We are subject to financial market risks, including changes in interest rates. Interest rate risk is defined as the sensitivity of our current and future earnings to interest rate volatility, variability of spread relationships, the difference in re-pricing intervals between our assets and liabilities and the effect that interest rates may have on our cash flows. Changes in interest rates may affect both our cost of funding and our interest income from portfolio investments, and cash and cash equivalents. Changes in interest rates can also affect our ability to acquire and originate loans and securities and the value of our investment portfolio. Our net investment income is affected by fluctuations in various interest rates, including SOFR, and Prime rates. Increasing interest rates could have the effect of increasing our total investment income once interest rates increase above contractual interest rates floors to which our portfolio companies are subject. Conversely, we would expect the cost of our floating rate Credit Facility and unsecured notes to increase as well, offsetting the positive effect on our net interest income.

As of December 31, 2024, $947.1 million of par, or 96.4%, of our debt portfolio investments bore interest at variable rates, of which approximately 75.0% were based on SOFR and 25.0% were based on Prime. As a policy, any interest in excess of the cash cap, if applicable, as determined on an individual loan basis will accrue to principal and be treated as PIK interest. A hypothetical 200 basis point increase or decrease in the interest rates on our variable-rate debt investments could increase our investment income by a maximum of $17.2 million and decrease our investment income by a maximum of $11.2 million, due to certain floors, on an annual basis.

Our debt borrowings under the Credit Facility bear interest at a floating rate, all other outstanding debt borrowings bear interest at a fixed rate. Borrowings under the Credit Facility bear interest on a per annum basis equal to the SOFR plus an applicable margin rate that ranges from 2.95% to 3.35% per annum depending on the Company's leverage ratio and number of eligible loans in the collateral pool. For additional information regarding the interest rate associated with each of our debt borrowings, see "Note 7 — Borrowings" to our consolidated financial statements in Part II, Item 8 of this Form 10‑K.

Because we currently borrow, and plan to borrow in the future, to originate loans and securities, our net investment income is dependent upon the difference between the rate at which we borrow funds and the rate at which we invest the funds borrowed. Accordingly, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. In periods of rising interest rates, our cost of funds would increase, which could reduce our net investment income if there is not a corresponding increase in interest income generated by our investment portfolio.

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We regularly measure exposure to interest rate risk. We assess interest rate risk and manage interest rate exposure on an ongoing basis by comparing our interest rate sensitive assets to our interest rate sensitive liabilities. We may hedge against interest rate and currency exchange rate fluctuations by using standard hedging instruments such as futures, options, SWAP contracts and forward contracts subject to the requirements of the 1940 Act. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates with respect to our portfolio of investments with fixed interest rates. As of December 31, 2024, we did not have any hedging instruments.

In addition, any investments we make that are denominated in a foreign currency will be subject to risks associated with changes in currency exchange rates. These risks include the possibility of significant fluctuations in the foreign currency markets, the imposition or modification of foreign exchange controls and potential illiquidity in the secondary market. These risks will vary depending upon the currency or currencies involved and may be exacerbated by current economic conditions and any associated impact on foreign financial markets. See "Risk Factors — Risks Related to Our Business and Structure" in Part I, Item 1A of this Form 10‑K.

 

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Item 8. Consolidated Financial Statements and Supplementary Data.

Index to Audited Consolidated Financial Statements

			Page
Report of Independent Registered Public Accounting Firm (Deloitte & Touche LLP; New York, New York, PCAOB ID No. 34)			78
Report of Independent Registered Public Accounting Firm (RSM US LLP; Chicago, Illinois, PCAOB ID No. 49)			79
Consolidated Statements of Assets and Liabilities as of December 31, 2024 and 2023			80
Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022			81
Consolidated Statements of Changes in Net Assets for the years ended December 31, 2024, 2023 and 2022			82
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022			83
Consolidated Schedules of Investments as of December 31, 2024 and 2023			84
Notes to Consolidated Financial Statements			98

 

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Report of Independent Registered Public Accounting Firm

To the shareholders and the Board of Directors of Runway Growth Finance Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated statement of assets and liabilities of Runway Growth Finance Corp. (the "Company"), including the consolidated schedule of investments, as of December 31, 2024, the related consolidated statements of operations, changes in net assets, cash flows and financial highlights for the year then ended, and the related notes (collectively, the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations, changes in net assets, cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. The financial statements of the Company as of and for the years ended December 31, 2023 and 2022 and the financial highlights for the years ended 2023, 2022, 2021, 2020, 2019, 2018, 2017 and 2016 were audited by other auditors whose report, dated March 7, 2024, expressed an unqualified opinion on those statements.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements and financial highlights based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of investments owned as of December 31, 2024, by correspondence with the custodian, loan agents, and borrowers; when replies were not received, we performed other auditing procedures. We believe that our audit provides a reasonable basis for our opinion.

/s/ Deloitte & Touche LLP

New York, New York

March 20, 2025

We have served as the Company’s auditor since 2025.

 

 

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Report of Independent Registered Public Accounting Firm

To the shareholders and the Board of Directors of Runway Growth Finance Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated statement of assets and liabilities of Runway Growth Finance Corp. and its subsidiary (the "Company"), including the consolidated schedule of investments, as of December 31, 2023, the related consolidated statements of operations, changes in net assets, and cash flows for each of the two years in the period ended December 31, 2023, and the related notes to the consolidated financial statements (collectively, the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations, changes in net assets and cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of investments owned as of December 31, 2023, by correspondence with the custodians and other appropriate procedures where replies were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ RSM US LLP

Chicago, Illinois

March 20, 2025

We served as the Company's auditor from 2015 to January 23, 2025.

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RUNWAY GROWTH FINANCE CORP.

Consolidated Statements of Assets and Liabilities

(In thousands, except share and per share data)

 

		December 31, 2024					December 31, 2023
Assets
Investments at fair value:
Non-control/non-affiliate investments at fair value (cost of $1,038,135 and $1,005,024, respectively)		$		1,005,328			$		972,604
Affiliate investments at fair value (cost of $59,198 and $58,861, respectively)				64,572					51,456
Control investments at fair value (cost of $6,550 and $950, respectively)				6,940					950
Investment in U.S. Treasury Bills at fair value (cost of $0 and $42,014, respectively)				—					41,999
Total investments at fair value (cost of $1,103,883 and $1,106,849, respectively)				1,076,840					1,067,009
Cash and cash equivalents				5,751					2,970
Interest and fees receivable				8,141					8,269
Other assets				623					905
Total assets				1,091,355					1,079,153
Liabilities
Debt:
Credit facility				311,000					272,000
2026 Notes				95,000					95,000
2027 Notes				152,250					152,250
Unamortized deferred financing costs				(5,918	)				(9,172	)
Total debt, less unamortized deferred financing costs				552,332					510,078
Incentive fees payable				14,106					12,500
Interest payable				7,743					6,764
Accrued expenses and other liabilities				2,305					2,740
Total liabilities				576,486					532,082
Commitments and contingencies (Note 8)
Net assets
Common stock, par value				373					414
Additional paid-in capital				557,992					605,110
Accumulated undistributed (overdistributed) earnings				(43,496	)				(47,637	)
Treasury stock(1)				—					(10,816	)
Total net assets		$		514,869			$		547,071
Shares of common stock outstanding ($0.01 par value, 100,000,000 shares authorized)				37,347,428					40,509,269
Net asset value per share		$		13.79			$		13.50

(1) Refer to "Note 2 — Summary of Significant Accounting Policies, Repurchases of Common Stock".

See notes to consolidated financial statements.

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RUNWAY GROWTH FINANCE CORP.

Consolidated Statements of Operations

(In thousands, except share and per share data)

		Years Ended December 31,
		2024					2023					2022
Investment income
From non-control/non-affiliate investments:
Interest income		$		127,045			$		136,912			$		95,264
Payment-in-kind interest income				12,088					20,083					5,558
Dividend income				318					1,279					1,338
Fee income				2,231					3,342					1,383
From affiliate investments:
Interest income				2,419					2,090					5
Payment-in-kind interest income				—					—					96
Fee income				—					15					8
From control investments:
Interest income				—					—					1,112
Payment-in-kind interest income				—					—					2,985
Other income				531					488					2
Total investment income				144,632					164,209					107,751
Operating expenses
Management fees				15,694					16,711					11,882
Incentive fees				14,579					19,046					13,183
Interest and other debt financing expenses				44,226					43,143					16,761
Professional fees				2,199					2,350					2,133
Administration agreement expenses				1,986					2,125					1,838
Insurance expense				829					1,028					1,016
Tax expense				392					664					291
Other expenses				976					867					851
Total operating expenses				80,881					85,934					47,955
Net investment income				63,751					78,275					59,796
Net realized and net change in unrealized gain (loss) on investments
Net realized gain (loss) on non-control/non-affiliate investments, including U.S. Treasury Bills				(2,939	)				(1,374	)				939
Net realized gain (loss) on control investments				—					(17,013	)				(2,000	)
Net realized gain (loss) on investments, including U.S. Treasury Bills				(2,939	)				(18,387	)				(1,061	)
Net change in unrealized gain (loss) on non-control/non-affiliate investments, including U.S. Treasury Bills				(372	)				(20,491	)				(18,870	)
Net change in unrealized gain (loss) on affiliate investments				12,779					(4,938	)				(3,476	)
Net change in unrealized gain (loss) on control investments				390					9,882					(4,139	)
Net change in unrealized gain (loss) on investments, including U.S. Treasury Bills				12,797					(15,547	)				(26,485	)
Net realized and unrealized gain (loss) on investments				9,858					(33,934	)				(27,546	)
Net increase (decrease) in net assets resulting from operations		$		73,609			$		44,341			$		32,250
Net investment income per common share (basic and diluted)		$		1.64			$		1.93			$		1.46
Net increase (decrease) in net assets resulting from operations per common share (basic and diluted)		$		1.89			$		1.09			$		0.79
Weighted average shares outstanding (basic and diluted)				38,852,271					40,509,269					40,971,242

See notes to consolidated financial statements.

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RUNWAY GROWTH FINANCE CORP.

Consolidated Statements of Changes in Net Assets

(In thousands, except share and per share data)

			Common Stock									Treasury					Additional					Distributable
			Shares (1)				Par value					Stock (2)					Paid-in Capital					Earnings (Losses)					Total Net Assets
Balances at December 31, 2021				41,380,614			$		414			$		—			$		606,048			$		(267	)		$		606,195
Net investment income				—					—					—					—					59,796					59,796
Net realized gain (loss) on investments				—					—					—					—					(1,061	)				(1,061	)
Net change in unrealized gain (loss) on investments				—					—					—					—					(26,485	)				(26,485	)
Acquisition of treasury stock(2)				(871,345	)				—					(10,816	)				—					—					(10,816	)
Refunds (payments) of offering costs				—					—					—					16					—					16
Dividends paid to stockholders				—					—					—					—					(51,593	)				(51,593	)
Tax reclassification				—					—					—					(290	)				290					—
Balances at December 31, 2022				40,509,269					414					(10,816	)				605,774					(19,320	)				576,052
Net investment income				—					—					—					—					78,275					78,275
Net realized gain (loss) on investments				—					—					—					—					(18,387	)				(18,387	)
Net change in unrealized gain (loss) on investments				—					—					—					—					(15,547	)				(15,547	)
Dividends paid to stockholders				—					—					—					—					(73,322	)				(73,322	)
Tax reclassification				—					—					—					(664	)				664					—
Balances at December 31, 2023				40,509,269					414					(10,816	)				605,110					(47,637	)				547,071
Net investment income				—					—					—					—					63,751					63,751
Net realized gain (loss) on investments				—					—					—					—					(2,939	)				(2,939	)
Net change in unrealized gain (loss) on investments				—					—					—					—					12,797					12,797
Reclassification of share repurchases(2)				—					(9	)				10,816					(10,807	)				—					—
Repurchase of common stock				(3,161,805	)				(32	)				—					(35,918	)				—					(35,950	)
Shares Retired				(36	)				—					—					(1	)				—					(1	)
Dividends paid to stockholders				—					—					—					—					(69,860	)				(69,860	)
Tax reclassification				—					—					—					(392	)				392					—
Balances at December 31, 2024				37,347,428			$		373			$		—			$		557,992			$		(43,496	)		$		514,869

(1) Number of shares is shown net of cumulative treasury stock repurchases of 4,033,150 shares as of December 31, 2024.

(2) Refer to "Note 2 — Summary of Significant Accounting Policies, Repurchases of Common Stock".

 

See notes to consolidated financial statements.

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RUNWAY GROWTH FINANCE CORP.

Consolidated Statements of Cash Flows

(In thousands)

		For the Years Ended December 31,
		2024					2023					2022
Cash flows from operating activities
Net increase in net assets resulting from operations		$		73,609			$		44,341			$		32,250
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by (used in) operating activities:
Purchases of investments				(254,106	)				(200,464	)				(622,719	)
Purchases of U.S. Treasury Bills				—					(76,973	)				—
Payment-in-kind interest				(12,265	)				(19,924	)				(8,655	)
Sales or repayments of investments				231,177					296,409					168,898
Sales or maturities of U.S. Treasury Bills				42,029					35,000					45,000
Net realized (gain) loss on investments				2,939					18,387					1,061
Net change in unrealized (gain) loss on investments				(12,797	)				15,547					26,485
Amortization of fixed income premiums or accretion of discounts and ETP				(6,808	)				(8,682	)				(6,863	)
Amortization of deferred financing costs				3,420					3,027					1,390
Changes in operating assets and liabilities:
(Increase) decrease in interest and fees receivable				128					497					(5,782	)
(Increase) decrease in other assets				282					25					227
Increase (decrease) in incentive fees payable				1,606					3,692					2,798
Increase (decrease) in interest payable				979					543					5,972
Increase (decrease) in accrued expenses and other liabilities				(435	)				1,012					92
Net cash provided by (used in) operating activities				69,758					112,437					(359,846	)
Cash flows from financing activities
Payments of deferred financing costs				(166	)				(1,906	)				(10,172	)
Borrowings under credit facility				211,000					210,000					484,000
Repayments under credit facility				(172,000	)				(275,000	)				(208,000	)
Proceeds from 2026 Notes				—					25,000					50,000
Proceeds from 2027 Notes				—					—					152,250
Repayments of reverse repurchase agreements				—					—					(44,775	)
Acquisition of treasury stock				—					—					(10,816	)
Repurchase of common stock				(35,950	)				—					—
Retirement of shares				(1	)				—					—
Dividends paid to stockholders				(69,860	)				(73,322	)				(51,593	)
Refunds (payments) of offering costs				—					—					16
Net cash (used in) provided by financing activities				(66,977	)				(115,228	)				360,910
Net increase (decrease) in cash and cash equivalents				2,781					(2,791	)				1,064
Cash and cash equivalents at beginning of period				2,970					5,761					4,697
Cash and cash equivalents at end of period		$		5,751			$		2,970			$		5,761
Supplemental and non-cash financing cash flow information:
Taxes paid		$		616			$		340			$		1
Interest paid				37,348					38,099					7,784

See notes to consolidated financial statements.

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RUNWAY GROWTH FINANCE CORP.

 Consolidated Schedule of Investments

December 31, 2024

(In thousands, except share and per share data)

Portfolio Company				Investment Type		Investment Description(1)(2)(4)		Initial Acquisition Date		Maturity Date		Principal ($)  / Shares				Cost ($)					Fair Value ($) (3)					Footnotes
Non-Control/Non-Affiliate Investments
	Debt Investments
		Application Software
		Airship Group, Inc.		Senior Secured		SOFR+3.75%, 9.08% floor, 3.00% PIK, 3.25% ETP		6/28/2024		6/15/2028			49,129					48,508					49,442			(10) (11) (12)
		Blueshift Labs, Inc.		Senior Secured		SOFR+6.25%, 11.25% floor, 2.00% PIK, 1.50% ETP		12/19/2023		12/15/2028			26,018					25,743					23,664			(10) (11)
				Senior Secured		Bridge Loan		12/12/2024		12/15/2028			500					500					455			(23)
		Circadence Corporation		Senior Secured		SOFR+9.50%, 12.26% floor, 7.50% ETP		12/20/2018		12/15/2025			23,752					25,102					20,492			(11)
		FiscalNote, Inc.		Senior Secured		PRIME+5.00%, 9.00% floor, 1.00% PIK, 5.75% ETP		10/19/2020		7/15/2027			36,908					37,411					36,252			(10) (11) (12) (14)
		Piano Software, Inc.		Senior Secured		SOFR+7.25%, 11.25% floor, 1.50% ETP		12/31/2024		12/31/2029			43,000					42,008					42,008			(11) (12)
		Snap! Mobile, Inc.		Senior Secured		SOFR+7.50%, 12.10% floor, 3.83% ETP		9/30/2024		9/30/2028			18,000					17,511					17,511			(11) (12)
		VTX Intermediate Holdings, Inc. (dba VertexOne)		Senior Secured		SOFR+7.00%, 8.00% floor, 1.00% PIK, 3.00% ETP		12/12/2024		9/24/2029			35,000					34,664					34,244			(10) (11) (12)
				Second Lien		FIXED 12.50% PIK, 31.05% ETP		12/12/2024		9/24/2029			6,000					5,749					5,749			(10) (11) (12)
		Total Application Software - 44.64%*																237,196					229,817
		Data Processing & Outsourced Services
		Elevate Services, Inc.		Senior Secured		SOFR+7.50%, 12.78% floor		7/10/2023		7/10/2027			26,000					25,316					26,274			(12)
		Hurricane Cleanco Limited		Senior Secured		FIXED 6.25%, 6.25% PIK		12/31/2024		11/22/2029			26,643					26,692					26,643			(5) (9) (10) (22)
		Interactions Corporation		Senior Secured		SOFR+9.26%, 9.76% floor, 3.9375% ETP		6/24/2022		6/15/2027			40,000					40,347					40,238			(11) (12)
		Vesta Payment Solutions, Inc.		Senior Secured		SOFR+7.00%, 9.00% floor, 5.00% ETP		11/29/2022		11/15/2026			25,000					25,465					21,747			(11)
		Total Data Processing & Outsourced Services - 22.32%*																117,820					114,902
		Electronic Equipment & Instruments
		Brivo, Inc.		Senior Secured		SOFR+7.25%, 11.29% floor, 2.53% ETP		12/27/2024		12/15/2029			40,000					39,708					39,708			(11) (12)
		Total Electronic Equipment & Instruments - 7.71%*																39,708					39,708
		Healthcare Equipment
		Moximed, Inc.		Senior Secured		PRIME+5.25%, 8.75% floor, 3.50% ETP		6/24/2022		7/1/2027			15,000					15,078					15,358			(11) (12)
		Total Healthcare Equipment - 2.98%*																15,078					15,358

See notes to consolidated financial statements.

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RUNWAY GROWTH FINANCE CORP.

 Consolidated Schedule of Investments – (continued)

December 31, 2024

(In thousands, except share and per share data)

 

Portfolio Company				Investment Type		Investment Description(1)(2)(4)		Initial Acquisition Date		Maturity Date		Principal ($)  / Shares				Cost ($)					Fair Value ($) (3)					Footnotes
Non-Control/Non-Affiliate Investments
	Debt Investments
		Healthcare Technology
		EBR Systems, Inc.		Senior Secured		PRIME+4.90%, 8.90% floor, 4.50% ETP		6/30/2022		6/15/2027			40,000					40,037					40,511			(11) (12) (16)
		Mingle Healthcare Solutions, Inc.		Senior Secured		SOFR+9.75%, 12.26% floor, 10.50% ETP		8/15/2018		12/15/2026			4,322					4,952					2,148			(11) (27)
		Nalu Medical, Inc.		Senior Secured		PRIME+2.70%, 6.70% floor, 2.00% PIK, 4.50% ETP		10/12/2022		10/12/2027			20,902					21,047					21,431			(10) (11) (12)
		Onward Medical, N.V.		Senior Secured		SOFR+6.50%, 10.75% floor, 2.50% ETP		6/28/2024		6/15/2028			17,088					16,682					16,786			(8) (9) (11) (12) (17)
		Route 92 Medical, Inc.		Senior Secured		SOFR+8.48%, 8.98% floor, 3.95% ETP		8/17/2021		7/1/2026			35,000					34,983					35,682			(11) (12)
		SetPoint Medical Corporation		Senior Secured		SOFR+5.75%, 9.00% floor, 4.00% ETP		12/29/2022		12/1/2027			25,000					25,236					25,817			(11) (12)
		Total Healthcare Technology - 27.65%*																142,937					142,375
		Human Resource & Employment Services
		JobGet Holdings, Inc. (fka Snagajob, Inc.)		Senior Secured		SOFR+8.50% PIK, 9.00% floor		9/29/2021		11/15/2025			3,732					3,774					3,431			(10) (27)
		Total Human Resource & Employment Services - 0.67%*																3,774					3,431
		Internet & Direct Marketing Retail
		Madison Reed, Inc.		Senior Secured		PRIME+4.75%, 11.00% floor, 11.00% cash cap, 3.00% ETP		12/16/2022		12/16/2026			16,234					16,235					16,383			(10) (11) (12)
		Marley Spoon SE		Senior Secured		SOFR+8.50% PIK, 9.26% floor, 1.00% ETP		6/30/2021		6/15/2027			38,809					38,807					34,120			(6) (9) (10) (11) (18)
		Total Internet & Direct Marketing Retail - 9.81%*																55,042					50,503
		Internet Software and Services
		Bombora, Inc.		Senior Secured		SOFR+4.75%, 6.75% floor, 3.25% PIK, 0.96% ETP		12/26/2023		1/15/2028			28,911					28,876					29,058			(10) (11) (12)
		CarNow, Inc.		Senior Secured		SOFR+7.25%, 11.75% floor, 1.60% ETP		3/22/2024		3/22/2029			20,000					17,791					17,658			(11) (12)
		Skillshare, Inc.		Senior Secured		SOFR+6.50%, 10.72% floor, 3.00% ETP		11/8/2022		11/8/2026			27,600					27,875					27,555			(11) (12)
		Synack, Inc.		Senior Secured		SOFR+7.00%, 11.07% floor, 1.00% ETP		12/29/2023		12/29/2028			42,500					42,331					42,520			(11) (12)
		Zinnia Corporate Holdings, LLC		Senior Secured		SOFR+8.00%, 10.00% floor		9/23/2024		9/21/2029			40,000					39,244					39,244			(12)
		Total Internet Software and Services - 30.31%*																156,117					156,035
		Property & Casualty Insurance
		Kin Insurance, Inc.		Senior Secured		PRIME+6.25%, 12.50% floor, 3.30% ETP		9/26/2022		9/15/2026			75,000					75,912					76,626			(11) (12)
		Total Property & Casualty Insurance - 14.88%*																75,912					76,626
		System Software
		3PL Central LLC (dba Extensiv)		Senior Secured		SOFR+4.50%, 6.50% floor, 2.50% PIK, 2.34% ETP		11/9/2022		11/9/2027			72,205					72,307					69,262			(10) (11) (12)
		Linxup, LLC		Senior Secured		PRIME+3.25%, 11.75% floor, 2.25% ETP		11/3/2023		11/15/2027			30,000					29,779					30,607			(11) (12)
		Dejero Labs Inc.		Second Lien		SOFR+8.00%, 8.50% floor, 2.00% PIK, 3.00% ETP		12/22/2021		12/22/2025			14,463					14,696					14,403			(7) (9) (10) (11) (12)
		Total System Software - 22.19%*																116,782					114,272
	Total Debt Investments - 183.16%*																	960,366					943,027

See notes to consolidated financial statements.

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RUNWAY GROWTH FINANCE CORP.

 Consolidated Schedule of Investments – (continued)

December 31, 2024

(In thousands, except share and per share data)

 

Portfolio Company				Investment Type		Investment Description(1)(2)(4)		Initial Acquisition Date		Maturity Date		Principal ($)  / Shares				Cost ($)					Fair Value ($) (3)					Footnotes
Non-Control/Non-Affiliate Investments
	Equity Investments
		Advertising
		Minute Media Inc.		Equity		Preferred Stock		12/13/2023		N/A			1,039					120					136			(5) (9) (13)
				Equity		Common Stock		12/13/2023		N/A			136					16					16			(5) (9) (13)
		Total Advertising - 0.03%*																136					152
		Application Software
		Aria Systems, Inc.		Equity		Series G Preferred Stock		7/10/2018		N/A			289,419					250					263			(13)
		FiscalNote, Inc.		Equity		Common Stock		10/19/2020		N/A			230,881					438					247			(13) (14) (19)
		VTX Holdings, LLC		Equity		Series C Preferred Units		12/12/2024		N/A			3,015,219					143					143			(13)
		Total Application Software - 0.13%*																831					653
		Healthcare Technology
		CareCloud, Inc.		Equity		11% Series A Cumulative Redeemable Perpetual Preferred Stock		1/8/2020		N/A			462,064					12,132					9,181			(15) (19)
		Total Healthcare Technology - 1.78%*																12,132					9,181
		Human Resource & Employment Services
		JobGet Holdings, Inc. (fka Snagajob, Inc.)		Equity		Series C-1 Preferred Stock		11/15/2024		N/A			389,048					36,502					35,563			(13) (29)
				Equity		Series C-2 Preferred Stock		11/15/2024		N/A			16,963					—					—			(13) (29)
		Total Human Resource & Employment Services - 6.91%*																36,502					35,563
		Internet & Direct Marketing Retail
		Marley Spoon SE		Equity		Common Stock		7/7/2023		N/A			46,004					410					43			(6) (9) (13) (18) (19) (22)
		Total Internet & Direct Marketing Retail - 0.01%*																410					43
		Technology Hardware, Storage & Peripherals
		Quantum Corporation		Equity		Common Stock		8/13/2021		N/A			22,986					2,607					1,239			(9) (13) (15) (19)
		zSpace, Inc.		Equity		Common Stock		12/31/2020		N/A			81,046					1,119					1,288			(13)
		Total Technology Hardware, Storage & Peripherals - 0.49%*																3,726					2,527
	Total Equity Investments - 9.35%*																	53,737					48,119
	Warrants
		Application Software
		3DNA Corp. (dba NationBuilder)		Warrants		Series C-1 Preferred Stock		12/28/2018		12/28/2028			273,164					104					—			(13)
		Airship Group, Inc.		Warrants		Series F Preferred Stock		6/28/2024		6/28/2034			519,313					414					499			(13)
		Aria Systems, Inc.		Warrants		Series G Preferred Stock		6/29/2018		6/29/2028			2,387,705					1,048					1,159			(13)
		Blueshift Labs, Inc.		Warrants		Success fee		12/19/2023		N/A		N/A						167					188			(13) (21)
		Circadence Corporation		Warrants		Series A-6 Preferred Stock		12/20/2018		12/20/2028			1,538,462					3,630					298			(13)
				Warrants		Series A-6 Preferred Stock		10/31/2019		10/31/2029			384,615					846					54			(13)
				Warrants		Success fee		12/21/2023		N/A		N/A						304					13			(13) (21)
		FiscalNote, Inc.		Warrants		Earnout		7/29/2022		7/29/2027		N/A						127					8			(13) (14) (21)
		Piano Software, Inc.		Warrants		Series D Preferred Stock		12/31/2024		12/31/2034			119,978					348					348			(13)
		Snap! Mobile, Inc.		Warrants		Series B Preferred Stock		9/30/2024		9/30/2034			19,140					345					394			(13)
		Total Application Software - 0.58%*																7,333					2,961
		Asset Management & Custody Banks
		Betterment Holdings, Inc.		Warrants		Common Stock		10/6/2023		10/6/2033			7,680					35					64			(13)
				Warrants		Common Stock		10/6/2023		10/6/2033			9,818					40					74			(13)
		Total Asset Management & Custody Banks - 0.03%*																75					138

See notes to consolidated financial statements.

---

RUNWAY GROWTH FINANCE CORP.

 Consolidated Schedule of Investments – (continued)

December 31, 2024

(In thousands, except share and per share data)

 

Portfolio Company				Investment Type		Investment Description(1)(2)(4)		Initial Acquisition Date		Maturity Date		Principal ($)  / Shares				Cost ($)					Fair Value ($) (3)					Footnotes
Non-Control/Non-Affiliate Investments
	Warrants
		Biotechnology
		Mustang Bio, Inc.		Warrants		Common Stock		3/4/2022		3/4/2032			49,869					315					4			(13) (15)
		TRACON Pharmaceuticals, Inc.		Warrants		Common Stock		9/2/2022		9/2/2032			7,538					226					—			(13)
		Total Biotechnology - 0.00%*																541					4
		Computer & Electronics Retail
		Massdrop, Inc.		Warrants		Series B Preferred Stock		7/22/2019		7/22/2029			848,093					183					—			(13)
		Total Computer & Electronics Retail - 0.00%*																183					—
		Data Processing & Outsourced Services
		Elevate Services, Inc.		Warrants		Series C Preferred Stock		7/10/2023		7/10/2033			248,997					447					398			(13)
				Warrants		Series C Preferred Stock		7/17/2024		7/17/2034			74,700					118					119			(13)
		Interactions Corporation		Warrants		Common Stock		6/24/2022		6/24/2032			189,408					219					13			(13)
		Predactiv, Inc. (fka Sharethis, Inc.)		Warrants		Series D-3 Preferred Stock		12/3/2018		12/3/2028			647,615					2,162					90			(13)
		Total Data Processing & Outsourced Services - 0.12%*																2,946					620
		Electronic Equipment & Instruments
		Brivo, Inc.		Warrants		Series A-2 Preferred Stock		10/20/2022		10/20/2032			201,000					98					269			(13)
				Warrants		Series A-2 Preferred Stock		12/27/2024		12/27/2034			32,109					43					43			(13)
		Epic IO Technologies, Inc.		Warrants		Success fee		12/17/2021		12/17/2028		N/A						505					334			(13) (21)
		Total Electronic Equipment & Instruments - 0.13%*																646					646
		Healthcare Equipment
		Moximed, Inc.		Warrants		Series C Preferred Stock		6/24/2022		6/24/2032			214,285					175					24			(13)
		Total Healthcare Equipment - 0.00%*																175					24
		Healthcare Technology
		Allurion Technologies, Inc.		Warrants		Common Stock		3/30/2021		3/30/2031			132,979					282					1			(13) (14) (28)
				Warrants		Common Stock		6/14/2022		3/30/2031			46,256					141					—			(13) (14) (28)
				Warrants		Common Stock		9/15/2022		9/15/2032			46,256					144					—			(13) (14) (28)
				Warrants		Earnout		8/2/2023		8/1/2028		N/A						—					—			(13) (14) (21) (28)
		EBR Systems, Inc.		Warrants		Success fee		6/30/2022		6/30/2032		N/A						605					617			(13) (16) (21)
		Mingle Healthcare Solutions, Inc.		Warrants		Series CC Preferred Stock		8/15/2018		8/15/2028			1,770,973					492					—			(13)
		Nalu Medical, Inc.		Warrants		Series D-2 Preferred Stock		10/12/2022		10/12/2032			91,717					173					70			(13)
		Onward Medical, N.V.		Warrants		Common Stock		6/28/2024		9/26/2034			165,338					340					417			(8) (9) (13) (17) (22)
		Route 92 Medical, Inc.		Warrants		Success fee		8/17/2021		8/17/2031		N/A						835					784			(13) (21)
		SetPoint Medical Corporation		Warrants		Series B Preferred Stock		6/29/2021		6/29/2031			400,000					14					223			(13)
				Warrants		Series B Preferred Stock		12/29/2022		12/29/2032			600,000					74					334			(13)
		VERO Biotech LLC		Warrants		Success fee		12/29/2020		12/29/2025		N/A						377					114			(13) (21)
		Total Healthcare Technology - 0.50%*																3,477					2,560
		Human Resource & Employment Services
		CloudPay, Inc.		Warrants		Series B Preferred Stock		6/30/2020		6/30/2030			11,273					218					1,343			(5) (9) (13)
				Warrants		Series D Preferred Stock		8/17/2021		8/17/2031			3,502					52					89			(5) (9) (13)
				Warrants		Series D Preferred Stock		9/26/2022		9/26/2032			5,252					176					134			(5) (9) (13)
		JobGet Holdings, Inc. (fka Snagajob, Inc.)		Warrants		Series B-1 Preferred Stock		9/29/2021		9/29/2031			763,269					343					—			(13)
		Total Human Resource & Employment Services - 0.30%*																789					1,566

See notes to consolidated financial statements.

---

RUNWAY GROWTH FINANCE CORP.

 Consolidated Schedule of Investments – (continued)

December 31, 2024

(In thousands, except share and per share data)

Portfolio Company				Investment Type		Investment Description(1)(2)(4)		Initial Acquisition Date		Maturity Date		Principal ($)  / Shares				Cost ($)					Fair Value ($) (3)					Footnotes
Non-Control/Non-Affiliate Investments
	Warrants
		Internet & Direct Marketing Retail
		Madison Reed, Inc.		Warrants		Success fee		12/16/2022		N/A		N/A						209					183			(13) (21)
		Total Internet & Direct Marketing Retail - 0.04%*																209					183
		Internet Software and Services
		Bombora, Inc.		Warrants		Common Stock		3/31/2021		3/31/2031			121,581					174					135			(13)
				Warrants		Common Stock		12/26/2023		12/26/2033			48,632					43					54			(13)
		CarNow, Inc.		Warrants		Common Stock		3/22/2024		3/22/2034			200,000					2,400					2,825			(13)
		Fidelis Cybersecurity, Inc.		Warrants		Common Stock		3/25/2022		3/25/2032		N/A						79					—			(13) (20)
		INRIX, Inc.		Warrants		Common Stock		7/26/2019		7/26/2029			150,804					522					344			(13)
		JWP Holdco LLC (fka Longtail Ad Solutions, Inc.)		Warrants		Common Units		12/12/2019		12/12/2029			167,827					47					158			(13)
		Skillshare, Inc.		Warrants		Success fee		11/8/2022		N/A		N/A						301					367			(13) (21)
		Synack, Inc.		Warrants		Common Stock		12/29/2023		6/30/2032			124,215					158					186			(13)
		Total Internet Software and Services - 0.79%*																3,724					4,069
		Property & Casualty Insurance
		Kin Insurance, Inc.		Warrants		Series D-3 Preferred Stock		9/26/2022		9/26/2032			62,364					426					285			(13)
		Total Property & Casualty Insurance - 0.06%*																426					285
		Specialized Consumer Services
		AllClear ID, Inc.		Warrants		Common Stock		8/31/2017		8/31/2027			523,893					1,053					—			(13)
				Warrants		Common Stock		10/17/2018		8/31/2027			346,621					697					—			(13)
		Credit Sesame, Inc.		Warrants		Common Stock		1/7/2020		1/7/2030			191,601					425					365			(13)
		Total Specialized Consumer Services - 0.07%*																2,175					365
		System Software
		Dejero Labs Inc.		Warrants		Common Stock		5/31/2019		5/31/2029			333,621					192					177			(7) (9) (13)
		Linxup, LLC		Warrants		Success fee		11/3/2023		11/3/2033		N/A						253					201			(13) (21)
		Scale Computing, Inc.		Warrants		Common Stock		3/29/2019		3/29/2029			9,665,667					346					—			(13)
		Total System Software - 0.07%*																791					378
		Technology Hardware, Storage & Peripherals
		RealWear, Inc.		Warrants		Series A Preferred Stock		10/5/2018		10/5/2028			112,451					136					206			(13)
				Warrants		Series A Preferred Stock		12/28/2018		12/28/2028			22,491					25					41			(13)
				Warrants		Series A Preferred Stock		6/27/2019		6/27/2029			123,894					381					136			(13)
		Total Technology Hardware, Storage & Peripherals - 0.07%*																542					383
	Total Warrants - 2.76%*																	24,032					14,182
Total Non-Control/Non-Affiliate Investments - 195.27%*																		1,038,135					1,005,328

See notes to consolidated financial statements.

---

RUNWAY GROWTH FINANCE CORP.

 Consolidated Schedule of Investments – (continued)

December 31, 2024

(In thousands, except share and per share data)

Portfolio Company				Investment Type		Investment Description(1)(2)(4)		Initial Acquisition Date		Maturity Date		Principal ($)  / Shares				Cost ($)					Fair Value ($) (3)					Footnotes
Affiliate Investments																										(25)
	Debt Investments
		Healthcare Technology
		Gynesonics, Inc.		Senior Secured		SOFR+8.75%, 8.00% ceiling, 5.00% ETP		3/1/2023		11/30/2026			25,595					26,234					27,217			(11) (12)
		Total Healthcare Technology - 5.29%*																26,234					27,217
	Total Debt Investments - 5.29%*																	26,234					27,217
	Equity Investments
		Application Software
		Coginiti Corp		Equity		Common Stock		3/9/2020		N/A			1,040,160					4,551					—			(13)
		Total Application Software - 0.00%*																4,551					—
		Healthcare Technology
		Gynesonics, Inc.		Equity		Series A-2 Preferred Stock		3/1/2023		N/A			3,266,668					25,000					25,000			(13) (30)
				Equity		Series A-1 Preferred Stock		10/24/2023		N/A			3,100,000					3,100					12,355			(13) (30)
		Total Healthcare Technology - 7.26%*																28,100					37,355
	Total Equity Investments - 7.26%*																	32,651					37,355
	Warrants
		Application Software
		Coginiti Corp		Warrants		Common Stock		3/9/2020		3/9/2030			811,770					—					—			(13)
		Total Application Software - 0.00%*																—					—
		Healthcare Technology
		Gynesonics, Inc.		Warrants		Success fee		3/1/2023		3/1/2030		N/A						313					—			(13) (21)
		Total Healthcare Technology - 0.00%*																313					—
	Total Warrants - 0.00%*																	313					—
Total Affiliate Investments - 12.55%*																		59,198					64,572
Control Investments																										(26)
	Equity Investments
		Data Processing & Outsourced Services
		Pivot3, Inc.		Equity		Equity Interest		12/31/2023		N/A		N/A						950					1,198			(24)
		Total Data Processing & Outsourced Services - 0.23%*																950					1,198
		Multi-Sector Holdings
		Runway-Cadma I LLC		Equity		Equity Interest		3/6/2024		N/A		N/A						5,600					5,742			(9)
		Total Multi-Sector Holdings - 1.12%*																5,600					5,742
	Total Equity Investments - 1.35%*																	6,550					6,940
Total Control Investments - 1.35%*																		6,550					6,940
Total Investments - 209.17%*																$		1,103,883			$		1,076,840

See notes to consolidated financial statements.

---

RUNWAY GROWTH FINANCE CORP.

 Consolidated Schedule of Investments – (continued)

December 31, 2024

(1)		Disclosures of interest rates on notes include cash interest rates and payment-in-kind ("PIK") interest rates, as applicable. Unless otherwise indicated, all of the Company's variable interest debt instruments bear interest at a rate determined by reference to the U.S. Prime Rate ("PRIME") or the 1-month or 3-month Secured Overnight Financing Rate ("SOFR"). At December 31, 2024, the U.S. Prime Rate was 7.50%, the 1-Month SOFR was 4.33%, and the 3-Month SOFR was 4.31%.
(2)		The Company’s investments are generally acquired in private transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and, therefore, except as otherwise noted, are subject to limitation on resale, may be deemed to be “restricted securities” under the Securities Act, and were valued at fair value as determined in good faith by the Board of Directors (as defined in "Note 2 – Summary of Significant Accounting Policies").
(3)		Investments are held at Fair Value net of the Fair Value of Unfunded Commitments. Refer to "Note 8 – Commitments and Contingencies" for additional detail.
(4)		All portfolio companies are domiciled in the United States, unless otherwise noted.
(5)		Portfolio company is domiciled in the United Kingdom. Fair value of United-Kingdom-domiciled investments represents 5.51% of net assets.
(6)		Portfolio company is domiciled in Germany. Fair value of Germany-domiciled investments represents 6.64% of net assets.
(7)		Portfolio company is domiciled in Canada. Fair value of Canadian-domiciled investments represents 2.83% of net assets.
(8)		Portfolio company is domiciled in the Netherlands. Fair value of Dutch-domiciled investments represents 3.34% of net assets.
(9)		Investment is not a qualifying investment as defined under Section 55(a) of the Investment Company Act of 1940, as amended. The fair value of non-qualifying assets represents 9.28% of total assets as of December 31, 2024. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets. If at any time qualifying assets do not represent at least 70% of the Company's total assets, the Company will be precluded from acquiring any additional non-qualifying assets until such time as it complies with the requirements of Section 55(a).
(10)		Represents a PIK security. PIK interest will be accrued and paid at maturity. For any investments denoting a "cash cap", any interest above such cap will be recorded as PIK interest.
(11)		Disclosures of end-of-term payments ("ETP") are one-time payments stated as a percentage of principal amount.
(12)		The investment is an eligible loan investment in the collateral under the Credit Facility (as defined in "Note 7 – Borrowings").
(13)		Investments are non-income producing.
(14)		Portfolio company is publicly traded and listed on NYSE.
(15)		Portfolio company is publicly traded and listed on NASDAQ.
(16)		Portfolio company is publicly traded and listed on ASX.
(17)		Portfolio company is publicly traded and listed on Euronext.
(18)		Portfolio company is publicly traded and listed on ETR.
(19)		Investment is not a "restricted security" under the Securities Act.
(20)		The warrant count is based upon a percentage of ownership of Fidelis Cybersecurity, Inc.
(21)		Investment is either a cash success fee payable or earnout of shares based on the consummation of certain trigger events.
(22)		Investment is denominated in a foreign currency. At each balance sheet date, portfolio company investments denominated in foreign currencies are translated into U.S. dollars using the spot exchange rate on the last business day of the period. Transactions of foreign portfolio company investments, and income related from such investments, are translated into U.S. dollars using relevant rates of exchange on the respective dates of such transactions.
(23)		Investment represents a security with a tiered fee that increases quarterly, dependent upon the timing of repayment. Such fees are recorded in "Fee income" on the Consolidated Statements of Operations.
(24)		The assets recovered on the senior secured term loan to Pivot 3, Inc. was contributed to P3 Holdco LLC by the Company, a wholly owned subsidiary of the Company. For more information, refer to "Note 2 — Summary of Significant Accounting Policies, Principles of Consolidation".
(25)		Affiliate portfolio company as defined under the 1940 Act in which the Company owns between 5% and 25% (inclusive) of the investment's voting securities and does not have rights to maintain greater than 50% representation on the board.
(26)		Control portfolio company, as defined under the 1940 Act, in which the Company owns more than 25% of the investment’s voting securities or has greater than 50% representation on its board.
(27)		Investment is on non-accrual status as of December 31, 2024 and is therefore considered non-income producing.
(28)		Sale of equity security is subject to a lock-up period until January 22, 2025.
(29)		JobGet Holdings, Inc. (fka Snagajob, Inc.) has the right of first refusal on sale of preferred stock.
(30)		Gynesonics, Inc. has the right of first refusal on sale of preferred stock.
*		Fair value as a percentage of net assets.

See notes to consolidated financial statements

---

RUNWAY GROWTH FINANCE CORP.

 Consolidated Schedule of Investments

December 31, 2023

(In thousands, except share and per share data)

Portfolio Company				Investment Type		Investment Description(1),(2),(4)		Initial Acquisition Date		Maturity Date		Principal ($) / Shares					Cost ($)					Fair Value ($) (3)					Footnotes
Non-Control/Non-Affiliate Investments
	Debt Investments
		Application Software
		Blueshift Labs, Inc.		Senior Secured		SOFR+6.25%, 11.25% floor, 2.00% PIK, 1.50% ETP		12/19/2023		12/15/2028				25,500					25,083					25,083			(9) (10) (11)
		Circadence Corporation		Senior Secured		SOFR+9.50%, 12.26% floor, 10.00% cash cap, 7.50% ETP		12/20/2018		3/15/2024				23,147					24,281					19,028			(9) (10)
		FiscalNote, Inc.		Senior Secured		PRIME+5.00%, 9.00% floor, 1.00% PIK, 5.75% ETP		10/19/2020		7/15/2027				65,916					65,868					64,615			(9) (10) (11) (13)
		VTX Intermediate Holdings, Inc. (dba VertexOne)		Senior Secured		SOFR+9.00%, 9.50% floor, 10.00% cash cap, 4.50% ETP		12/28/2021		12/28/2026				87,971					88,747					87,814			(9) (10) (11)
		Total Application Software - 35.92%*																	203,979					196,540
		Asset Management & Custody Banks
		Betterment Holdings, Inc.		Senior Secured		PRIME+4.50%, 8.50% floor		10/6/2023		10/6/2027				8,000					7,888					7,860			(11)
		Total Asset Management & Custody Banks - 1.44%*																	7,888					7,860
		Data Processing & Outsourced Services
		Elevate Services, Inc.		Senior Secured		SOFR+7.50%, 12.78% floor		7/10/2023		7/10/2027				20,000					19,424					19,424			(11)
		Interactions Corporation		Senior Secured		SOFR+9.26%, 9.76% floor, 3.4375% ETP		6/24/2022		6/15/2027				40,000					39,907					39,945			(10) (11)
		ShareThis, Inc.		Senior Secured		SOFR+9.25%, 11.86% floor, 3.00% ETP		12/3/2018		9/30/2024				19,950					20,503					19,895			(10) (11)
				Senior Secured		SOFR+8.25%, 10.86% floor, 3.00% ETP		8/18/2020		9/30/2024				950					978					947			(10) (11)
		Vesta Payment Solutions, Inc.		Senior Secured		SOFR+7.00%, 9.00% floor, 3.00% ETP		11/29/2022		11/15/2026				25,000					24,769					24,370			(10) (11)
		Total Data Processing & Outsourced Services - 19.12%*																	105,581					104,581
		Education Services
		Turning Tech Intermediate, Inc. (dba Echo 360, Inc.)		Senior Secured		SOFR+8.50%, 9.00% floor, 13.00% cash cap, 3.00% ETP		6/22/2021		12/14/2025				25,218					25,702					25,796			(9) (10) (11)
		Total Education Services - 4.72%*																	25,702					25,796
		Electronic Equipment & Instruments
		Brivo, Inc.		Senior Secured		SOFR+6.85%, 10.89% floor, 3.00% ETP		10/20/2022		10/20/2027				26,293					26,323					26,790			(10) (11)
		Total Electronic Equipment & Instruments - 4.90%*																	26,323					26,790
		Healthcare Equipment
		Moximed, Inc.		Senior Secured		PRIME+5.25%, 8.75% floor, 3.50% ETP		6/24/2022		7/1/2027				15,000					14,919					15,284			(10) (11)
		Total Healthcare Equipment - 2.79%*																	14,919					15,284
		Healthcare Technology
		EBR Systems, Inc.		Senior Secured		PRIME+4.90%, 8.90% floor, 4.50% ETP		6/30/2022		6/15/2027				40,000					39,496					40,337			(10) (11) (15)
		Mingle Healthcare Solutions, Inc.		Senior Secured		SOFR+9.75%, 12.26% floor, 10.50% ETP		8/15/2018		12/15/2026				4,322					4,952					3,791			(10)
		Nalu Medical, Inc.		Senior Secured		PRIME+2.70%, 6.70% floor, 2.00% PIK, 4.50% ETP		10/12/2022		10/12/2027				20,482					20,395					21,191			(9) (10) (11)
		Route 92 Medical, Inc.		Senior Secured		SOFR+8.48%, 8.98% floor, 3.95% ETP		8/17/2021		7/1/2026				35,000					34,239					35,435			(10) (11)
		SetPoint Medical Corporation		Senior Secured		SOFR+5.75%, 9.00% floor, 4.00% ETP		12/29/2022		12/1/2027				25,000					25,014					25,450			(10) (11)
		Total Healthcare Technology - 23.06%*																	124,096					126,204

See notes to consolidated financial statements.

---

RUNWAY GROWTH FINANCE CORP.

 Consolidated Schedule of Investments – (continued)

December 31, 2023

(In thousands, except share and per share data)

Portfolio Company				Investment Type		Investment Description(1),(2),(4)		Initial Acquisition Date		Maturity Date		Principal ($) / Shares					Cost ($)					Fair Value ($) (3)					Footnotes
Non-Control/Non-Affiliate Investments
	Debt Investments
		Human Resource & Employment Services
		CloudPay, Inc.		Senior Secured		PRIME+6.25%, 10.25% floor, 2.00% ETP		9/26/2022		8/17/2027				75,000					74,939					75,465			(5) (8) (10) (11)
		Snagajob.com, Inc.		Senior Secured		SOFR+8.50% PIK, 9.00% floor, 2.75% ETP		9/29/2021		9/1/2025				40,825					41,170					36,541			(9) (10)
		Total Human Resource & Employment Services - 20.47%*																	116,109					112,006
		Internet & Direct Marketing Retail
		Madison Reed, Inc.		Senior Secured		PRIME+4.75%, 11.00% floor, 11.00% cash cap, 3.00% ETP		12/16/2022		12/16/2026				10,913					10,784					10,847			(9) (10) (11)
		Marley Spoon SE		Senior Secured		SOFR+7.50%, 8.26% floor, 1.25% PIK		6/30/2021		6/15/2026				44,983					44,836					44,462			(6) (8) (9) (11)
		Total Internet & Direct Marketing Retail - 10.11%*																	55,620					55,309
		Internet Software and Services
		Bombora, Inc.		Senior Secured		SOFR+4.75%, 6.75% floor, 3.25% PIK, 0.96% ETP		12/26/2023		1/15/2028				28,000					27,879					27,879			(9) (10) (11)
		Skillshare, Inc.		Senior Secured		SOFR+6.50%, 10.72% floor, 3.00% ETP		11/8/2022		11/8/2026				30,000					29,765					29,183			(10) (11)
		Synack, Inc.		Senior Secured		SOFR+7.00%, 11.07% floor, 1.00% ETP		12/29/2023		12/29/2028				40,000					39,758					39,758			(10)
		Total Internet Software and Services - 17.70%*																	97,402					96,820
		Property & Casualty Insurance
		Kin Insurance, Inc.		Senior Secured		PRIME+6.25%, 12.50% floor, 3.00% ETP		9/26/2022		9/15/2026				75,000					74,877					74,767			(10) (11)
		Total Property & Casualty Insurance - 13.67%*																	74,877					74,767
		System Software
		3PL Central LLC (dba Extensiv)		Senior Secured		SOFR+4.50%, 6.50% floor, 2.50% PIK, 2.00% ETP		11/9/2022		11/9/2027				70,395					70,064					69,066			(9) (10) (11)
		Linxup, LLC		Senior Secured		PRIME+3.25%, 11.75% floor, 2.25% ETP		11/3/2023		11/15/2027				30,000					29,490					29,490			(10) (11)
		Dejero Labs Inc.		Second Lien		SOFR+8.00%, 8.50% floor, 2.00% PIK, 3.00% ETP		12/22/2021		12/22/2025				14,172					14,278					14,399			(7) (8) (9) (10) (11)
		Total System Software - 20.64%*																	113,832					112,955
	Total Debt Investments - 174.54%*																		966,328					954,912

See notes to consolidated financial statements.

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RUNWAY GROWTH FINANCE CORP.

 Consolidated Schedule of Investments – (continued)

December 31, 2023

(In thousands, except share and per share data)

Portfolio Company				Investment Type		Investment Description(1),(2),(4)		Initial Acquisition Date		Maturity Date		Principal ($) / Shares					Cost ($)					Fair Value ($) (3)					Footnotes
Non-Control/Non-Affiliate Investments
	Equity Investments
		Advertising
		Minute Media Inc.		Equity		Preferred Stock		12/13/2023		N/A				1,030					120					120			(5) (12)
				Equity		Common Stock		12/13/2023		N/A				134					16					16			(5) (12)
		Total Advertising - 0.03%*																	136					136
		Application Software
		Aria Systems, Inc.		Equity		Series G Preferred Stock		7/10/2018		N/A				289,419					250					127			(12)
		FiscalNote, Inc.		Equity		Common Stock		10/19/2020		N/A				230,881					438					263			(12) (13) (16)
		Total Application Software - 0.07%*																	688					390
		Healthcare Technology
		CareCloud, Inc.		Equity		11% Series A Cumulative Redeemable Perpetual Preferred Stock		1/8/2020		N/A				462,064					12,132					3,553			(14) (16)
		Total Healthcare Technology - 0.65%*																	12,132					3,553
		Human Resource & Employment Services
		Snagajob.com, Inc.		Equity		Convertible Note		10/26/2023		12/31/2026				1,357					1,357					1,357			(20)
		Total Human Resource & Employment Services - 0.25%*																	1,357					1,357
		Internet & Direct Marketing Retail
		Marley Spoon SE		Equity		Common Stock		7/7/2023		N/A				46,004					410					125			(6) (12) (19)
		Total Internet & Direct Marketing Retail - 0.02%*																	410					125
		Technology Hardware, Storage & Peripherals
		Quantum Corporation		Equity		Common Stock		8/13/2021		N/A				459,720					2,607					160			(8) (12) (14) (16)
		zSpace, Inc.		Equity		Common Stock		12/31/2020		N/A				6,078,499					1,119					—			(12)
		Total Technology Hardware, Storage & Peripherals - 0.03%*																	3,726					160
	Total Equity Investments - 1.05%*																		18,449					5,721
	Warrants
		Application Software
		3DNA Corp. (dba NationBuilder)		Warrants		Series C-1 Preferred Stock		12/28/2018		12/28/2028				273,164					104					—			(12)
		Aria Systems, Inc.		Warrants		Series G Preferred Stock		6/29/2018		6/29/2028				2,387,705					1,048					1,048			(12)
		Blueshift Labs, Inc.		Warrants		Success fee		12/19/2023		N/A			N/A						167					167			(12) (18)
		Circadence Corporation		Warrants		Series A-6 Preferred Stock		12/20/2018		12/20/2028				1,538,462					3,630					48			(12)
				Warrants		Series A-6 Preferred Stock		10/31/2019		10/31/2029				384,615					846					12			(12)
				Warrants		Success fee		12/21/2023		N/A			N/A						304					283			(12) (18)
		Dtex Systems, Inc.		Warrants		Series C-Prime Preferred Stock		6/1/2018		6/1/2025				500,000					59					233			(12)
				Warrants		Series C-Prime Preferred Stock		7/11/2019		7/11/2026				833,333					115					389			(12)
		FiscalNote, Inc.		Warrants		Earnout		7/29/2022		7/29/2027			N/A						127					16			(12) (13) (18)
		Total Application Software - 0.40%*																	6,400					2,196
		Asset Management & Custody Banks
		Betterment Holdings, Inc.		Warrants		Common Stock		10/6/2023		10/6/2033				7,680					35					146			(12)
				Warrants		Common Stock		10/6/2023		10/6/2033				9,818					40					15			(12)
		Total Asset Management & Custody Banks - 0.03%*																	75					161

See notes to consolidated financial statements.

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RUNWAY GROWTH FINANCE CORP.

 Consolidated Schedule of Investments – (continued)

December 31, 2023

(In thousands, except share and per share data)

Portfolio Company				Investment Type		Investment Description(1),(2),(4)		Initial Acquisition Date		Maturity Date		Principal ($) / Shares					Cost ($)					Fair Value ($) (3)					Footnotes
Non-Control/Non-Affiliate Investments
	Warrants
		Biotechnology
		Mustang Bio, Inc.		Warrants		Common Stock		3/4/2022		3/4/2032				748,036					315					39			(12) (14)
		TRACON Pharmaceuticals, Inc.		Warrants		Common Stock		9/2/2022		9/2/2032				150,753					226					12			(12) (14)
		Total Biotechnology - 0.01%*																	541					51
		Computer & Electronics Retail
		Massdrop, Inc.		Warrants		Series B Preferred Stock		7/22/2019		7/22/2029				848,093					183					—			(12)
		Total Computer & Electronics Retail - 0.00%*																	183					—
		Data Processing & Outsourced Services
		Elevate Services, Inc.		Warrants		Series C Preferred Stock		7/10/2023		7/10/2033				248,997					447					384			(12)
		Interactions Corporation		Warrants		Common Stock		6/24/2022		6/24/2032				189,408					219					67			(12)
		ShareThis, Inc.		Warrants		Series D-3 Preferred Stock		12/3/2018		12/3/2028				647,615					2,162					803			(12)
		Total Data Processing & Outsourced Services - 0.23%*																	2,828					1,254
		Electronic Equipment & Instruments
		Brivo, Inc.		Warrants		Series A-2 Preferred Stock		10/20/2022		10/20/2032				201,000					98					322			(12)
		Epic IO Technologies, Inc.		Warrants		Success fee		12/17/2021		12/17/2028			N/A						505					423			(12) (18)
		Total Electronic Equipment & Instruments - 0.14%*																	603					745
		Healthcare Equipment
		Moximed, Inc.		Warrants		Series C Preferred Stock		6/24/2022		6/24/2032				214,285					175					138			(12)
		Revelle Aesthetics, Inc.		Warrants		Series A-2 Preferred Stock		3/30/2022		3/30/2032				115,591					126					102			(12)
		Total Healthcare Equipment - 0.04%*																	301					240
		Healthcare Technology
		Allurion Technologies, Inc.		Warrants		Common Stock		3/30/2021		1/22/2025				132,979					282					15			(12) (13)
				Warrants		Common Stock		6/14/2022		1/22/2025				46,256					141					—			(12) (13)
				Warrants		Common Stock		9/15/2022		1/22/2025				46,256					144					—			(12) (13)
				Warrants		Earnout		8/2/2023		8/1/2028			N/A						—					77			(12) (13) (18)
		EBR Systems, Inc.		Warrants		Success fee		6/30/2022		6/30/2032			N/A						605					690			(12) (15) (18)
		Mingle Healthcare Solutions, Inc.		Warrants		Series CC Preferred Stock		8/15/2018		8/15/2028				1,770,973					492					—			(12)
		Nalu Medical, Inc.		Warrants		Series D-2 Preferred Stock		10/12/2022		10/12/2032				91,717					173					99			(12)
		Route 92 Medical, Inc.		Warrants		Success fee		8/17/2021		8/17/2031			N/A						835					897			(12) (18)
		SetPoint Medical Corporation		Warrants		Series B Preferred Stock		6/29/2021		6/29/2031				400,000					14					133			(12)
				Warrants		Series B Preferred Stock		12/29/2022		12/29/2032				600,000					74					199			(12)
		VERO Biotech LLC		Warrants		Success fee		12/29/2020		12/29/2025			N/A						377					396			(12) (18)
		Total Healthcare Technology - 0.46%*																	3,137					2,506
		Human Resource & Employment Services
		CloudPay, Inc.		Warrants		Series B Preferred Stock		6/30/2020		6/30/2030				11,273					218					1,001			(5) (8) (12)
				Warrants		Series D Preferred Stock		8/17/2021		8/17/2031				3,502					52					95			(5) (8) (12)
				Warrants		Series D Preferred Stock		9/26/2022		9/26/2032				5,252					176					143			(5) (8) (12)
		Snagajob.com, Inc.		Warrants		Warrant for Series B-1 Preferred Stock		9/29/2021		9/29/2031				763,269					343					-			(12)
		Total Human Resource & Employment Services - 0.23%*																	789					1,239

See notes to consolidated financial statements.

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RUNWAY GROWTH FINANCE CORP.

 Consolidated Schedule of Investments – (continued)

December 31, 2023

(In thousands, except share and per share data)

Portfolio Company				Investment Type		Investment Description(1),(2),(4)		Initial Acquisition Date		Maturity Date		Principal ($) / Shares					Cost ($)					Fair Value ($) (3)					Footnotes
Non-Control/Non-Affiliate Investments
	Warrants
		Internet & Direct Marketing Retail
		Madison Reed, Inc.		Warrants		Success fee		12/16/2022		N/A			N/A						143					154			(12) (18)
		Total Internet & Direct Marketing Retail - 0.03%*																	143					154
		Internet Software and Services
		Bombora, Inc.		Warrants		Common Stock		3/31/2021		3/31/2031				121,581					174					104			(12)
				Warrants		Common Stock		12/26/2023		12/26/2033				48,632					43					41			(12)
		Fidelis Cybersecurity, Inc.		Warrants		Common Stock		3/25/2022		3/25/2032			N/A						79					—			(12) (17)
		INRIX, Inc.		Warrants		Common Stock		7/26/2019		7/26/2029				150,804					522					735			(12)
		Longtail Ad Solutions, Inc. (dba JW Player)		Warrants		Common Stock		12/12/2019		12/12/2029				387,596					47					321			(12)
		Skillshare, Inc.		Warrants		Success fee		11/8/2022		11/8/2026			N/A						301					294			(12) (18)
		Synack, Inc.		Warrants		Common Stock		12/29/2023		6/30/2032				116,908					147					147			(12)
		Total Internet Software and Services - 0.30%*																	1,313					1,642
		Property & Casualty Insurance
		Kin Insurance, Inc.		Warrants		Series D-3 Preferred Stock		9/26/2022		9/26/2032				41,576					302					292			(12)
				Warrants		Series D-3 Preferred Stock		5/5/2023		9/26/2032				11,549					69					81			(12)
				Warrants		Series D-3 Preferred Stock		8/25/2023		9/26/2032				9,239					55					65			(12)
		Total Property & Casualty Insurance - 0.08%*																	426					438
		Specialized Consumer Services
		AllClear ID, Inc.		Warrants		Common Stock		8/31/2017		8/31/2027				523,893					1,053					—			(12)
				Warrants		Common Stock		10/17/2018		8/31/2027				346,621					697					—			(12)
		Credit Sesame, Inc.		Warrants		Common Stock		1/7/2020		1/7/2030				191,601					425					373			(12)
		Total Specialized Consumer Services - 0.07%*																	2,175					373
		System Software
		Dejero Labs Inc.		Warrants		Common Stock		5/31/2019		5/31/2029				333,621					192					268			(7) (8) (12)
		Linxup, LLC		Warrants		Success fee		11/3/2023		11/3/2033			N/A						253					294			(12) (18)
		Scale Computing, Inc.		Warrants		Common Stock		3/29/2019		3/29/2029				9,665,667					346					—			(12)
		Total System Software - 0.10%*																	791					562
		Technology Hardware, Storage & Peripherals
		RealWear, Inc.		Warrants		Series A Preferred Stock		10/5/2018		10/5/2028				112,451					136					178			(12)
				Warrants		Series A Preferred Stock		12/28/2018		12/28/2028				22,491					25					36			(12)
				Warrants		Series A Preferred Stock		6/27/2019		6/27/2029				123,894					381					196			(12)
		Total Technology Hardware, Storage & Peripherals - 0.07%*																	542					410
	Total Warrants - 2.19%*																		20,247					11,971
Total Non-Control/Non-Affiliate Investments - 177.78%*																			1,005,024					972,604

See notes to consolidated financial statements.

 

 

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RUNWAY GROWTH FINANCE CORP.

 Consolidated Schedule of Investments – (continued)

December 31, 2023

(In thousands, except share and per share data)

Portfolio Company				Investment Type		Investment Description(1),(2),(4)		Initial Acquisition Date		Maturity Date		Principal ($) / Shares					Cost ($)					Fair Value ($) (3)					Footnotes
Affiliate Investments																											(22)
	Debt Investments
		Healthcare Technology
		Gynesonics, Inc.		Senior Secured		SOFR+8.75%, 8.00% ceiling, 5.00% ETP		3/1/2023		11/30/2026				25,595					25,897					23,586			(10) (11)
		Total Healthcare Technology - 4.31%*																	25,897					23,586
	Total Debt Investments - 4.31%*																		25,897					23,586
	Equity Investments
		Application Software
		Coginiti Corp		Equity		Common Stock		3/9/2020		N/A				1,040,160					4,551					856			(12)
		Total Application Software - 0.16%*																	4,551					856
		Healthcare Technology
		Gynesonics, Inc.		Equity		Series A-2 Preferred Stock		3/1/2023		N/A				3,266,668					25,000					21,461			(12)
				Equity		Series A-1 Preferred Stock		10/24/2023		N/A				3,100,000					3,100					4,577			(12)
		Total Healthcare Technology - 4.76%*																	28,100					26,038
	Total Equity Investments - 4.92%*																		32,651					26,894
	Warrants
		Application Software
		Coginiti Corp		Warrants		Common Stock		3/9/2020		3/9/2030				811,770					—					663			(12)
		Total Application Software - 0.12%*																	—					663
		Healthcare Technology
		Gynesonics, Inc.		Warrants		Success fee		3/1/2023		3/1/2030			N/A						313					313			(12) (18)
		Total Healthcare Technology - 0.06%*																	313					313
	Total Warrants - 0.18%*																		313					976
Total Affiliate Investments - 9.41%*																			58,861					51,456
Control Investments																											(23)
	Equity Investments
		Data Processing & Outsourced Services
		Pivot3, Inc.		Equity		Equity Interest		12/31/2023		N/A			N/A						950					950			(12) (21)
		Total Data Processing & Outsourced Services - 0.17%*																	950					950
	Total Equity Investments - 0.17%*																		950					950
Total Control Investments - 0.17%*																			950					950
Total Investments, excluding U.S. Treasury Bills - 187.36%*																	$		1,064,835			$		1,025,010
U.S. Treasury
						U.S. Treasury Bill, 4.324%		12/29/2023		1/4/2024				42,029					42,014					41,999
Total U.S. Treasury - 7.68%*																			42,014					41,999
Total Investments - 195.04%*																	$		1,106,849			$		1,067,009

See notes to consolidated financial statements.

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RUNWAY GROWTH FINANCE CORP.

 Consolidated Schedule of Investments – (continued)

December 31, 2023

(In thousands, except share and per share data)

(1)		Disclosures of interest rates on notes include cash interest rates and payment-in-kind ("PIK") interest rates, as applicable. Unless otherwise indicated, all of the Company's variable interest debt instruments bear interest at a rate determined by reference to the U.S. Prime Rate or the 1-month or 3-month Secured Overnight Financing Rate ("SOFR"). At December 31, 2023, the U.S. Prime Rate was 8.50% the 1-Month SOFR was 5.35%. and the 3-Month SOFR was 5.33%.
(2)		The Company’s investments are generally acquired in private transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and, therefore, except as otherwise noted, are subject to limitation on resale, may be deemed to be “restricted securities” under the Securities Act, and were valued at fair value as determined in good faith by the Board of Directors (as defined in "Note 2 – Summary of Significant Accounting Policies").
(3)		Investments are held at Fair Value net of the Fair Value of Unfunded Commitments. Refer to "Note 8 – Commitments and Contingencies" for additional detail.
(4)		All portfolio companies are domiciled in the United States, unless otherwise noted.
(5)		Portfolio company is domiciled in the United Kingdom. Fair value of United-Kingdom-domiciled investments represents 14.05% of net assets.
(6)		Portfolio company is domiciled in Germany. Fair value of Germany-domiciled investments represents 8.15% of net assets.
(7)		Portfolio company is domiciled in Canada. Fair value of Canadian-domiciled investments represents 2.68% of net assets.
(8)		Investment is not a qualifying investment as defined under Section 55(a) of the Investment Company Act of 1940, as amended. The fair value of non-qualifying assets represents 12.63% of total assets as of December 31, 2023. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets. If at any time qualifying assets do not represent at least 70% of the Company's total assets, the Company will be precluded from acquiring any additional non-qualifying assets until such time as it complies with the requirements of Section 55(a).
(9)		Represents a PIK security. PIK interest will be accrued and paid at maturity.
(10)		Disclosures of end-of-term payments ("ETP") are one-time payments stated as a percentage of original principal amount.
(11)		The investment is an eligible loan investment in the collateral under the Credit Facility (as defined in "Note 7 – Borrowings").
(12)		Investments are non-income producing.
(13)		Portfolio company is publicly traded and listed on NYSE.
(14)		Portfolio company is publicly traded and listed on NASDAQ.
(15)		Portfolio company is publicly traded and listed on ASX.
(16)		Investment is not a "restricted security" under the Securities Act.
(17)		The warrant count is based upon a percentage of ownership of Fidelis Cybersecurity, Inc.
(18)		Investment is either a cash success fee payable or earnout of shares based on the consummation of certain trigger events.
(19)		Investment is denominated in a foreign currency and is publicly traded on ETR. At each balance sheet date, portfolio company investments denominated in foreign currencies are translated into U.S. dollars using the spot exchange rate on the last business day of the period. Transactions of foreign portfolio company investments, and income related from such investments, are translated into U.S. dollars using relevant rates of exchange on the respective dates of such transactions.
(20)		Convertible notes represent investments that are redeemable by the Company upon occurrence of contingent events. There are no principal or interest payments to be made against the note.
(21)		The assets recovered on the senior secured term loan to Pivot 3, Inc. was contributed to P3 Holdco LLC by the Company, a wholly owned subsidiary of the BDC. For more information, refer to "Note 2 — Summary of Significant Accounting Policies, Principles of Consolidation".
(22)		Affiliate portfolio company as defined under the 1940 Act in which the Company owns between 5% and 25% (inclusive) of the investment's voting securities and does not have rights to maintain greater than 50% representation on the board.
(23)		Control portfolio company, as defined under the 1940 Act, in which the Company owns more than 25% of the investment’s voting securities or has greater than 50% representation on its board.
*		Fair value as a percentage of net assets.

 

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RUNWAY GROWTH FINANCE CORP.

Notes to Consolidated Financial Statements as of December 31, 2024

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a‑15(e) and Rule 15d-15(e) under the Exchange Act). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our current disclosure controls and procedures are effective in timely alerting them to material information relating to us that is required to be disclosed by us in the reports we file or submit under the Exchange Act.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a‑15(f) and 15d‑15(f) of the Exchange Act). The Company’s internal control over financial reporting is a process designed under the supervision of its Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer and Treasurer (Principal Financial Officer) and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of its consolidated financial statements for external reporting purposes in accordance with U.S. GAAP.

The Company’s internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of the Company’s assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with U.S. GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and the directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 based on the framework established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concluded that the Company’s internal control over financial reporting as of December 31, 2024 was effective.

This annual report does not include an attestation report of the Company’s registered public accounting firm due to an exemption for emerging growth companies under the JOBS Act.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the year ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Item 9B. Other Information

(a) None

(b) Rule 10b5-1 Disclosure

The Company has adopted insider trading policies and procedures governing the purchase, sale, and disposition of the Company's securities by officers and directors of the Company that are reasonably designed to promote compliance with insider trading laws, rules and regulations.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection

None.

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PART III

We will file a definitive Proxy Statement for our 2025 Annual Meeting of Stockholders with the SEC, pursuant to Regulation 14A, within 120 days after the end of our fiscal year-end, which was December 31, 2024. Accordingly, the information required by Part III has been omitted under General Instruction G(3) to Form 10-K. Only those sections of our definitive Proxy Statement that specifically address the items set forth herein are incorporated by reference herein.

Item 10. Directors, Executive Officers, and Corporate Governance

The information required by Item 10 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2025 Annual Meeting of Stockholders, to be filed with the SEC within 120 days following the end of our fiscal year-end, which was December 31, 2024.

Item 11. Executive Compensation

The information required by Item 11 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2025 Annual Meeting of Stockholders, to be filed with the SEC within 120 days following the end of our fiscal year-end, which was December 31, 2024.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by Item 12 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2025 Annual Meeting of Stockholders, to be filed with the SEC within 120 days following the end of our fiscal year-end, which was December 31, 2024.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by Item 13 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2025 Annual Meeting of Stockholders, to be filed with the SEC within 120 days following the end of our fiscal year-end, which was December 31, 2024.

Item 14. Principal Accountant Fees and Services

The information required by Item 14 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2025 Annual Meeting of Stockholders, to be filed with the SEC within 120 days following the end of our fiscal year-end, which was December 31, 2024.

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Item 15. Exhibits and Financial Statement Schedules

The following documents are filed or incorporated by reference as part of this annual report on Form 10‑K:

(a) Consolidated Financial Statements

					Page
		Report of Independent Registered Public Accounting Firm (Deloitte & Touche LLP; New York, New York, PCAOB ID No. 34)			78
		Report of Independent Registered Public Accounting Firm (RSM US LLP; Chicago, Illinois, PCAOB ID No. 49)			79
		Consolidated Statements of Assets and Liabilities as of December 31, 2024 and 2023			80
		Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022			81
		Consolidated Statements of Changes in Net Assets for the years ended December 31, 2024, 2023 and 2022			82
		Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022			83
		Consolidated Schedules of Investments as of December 31, 2024 and 2023			84
		Notes to Consolidated Financial Statements			98

 

 

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Exhibits

The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:

Exhibit No.		Description
3.1		Articles of Amendment and Restatement(1)
3.2		Articles of Amendment(13)
3.3		Second Amended and Restated Bylaws(13)
4.1		Description of Securities(9)
4.2		Indenture, dated July 28, 2022, by and between Runway Growth Finance Corp. and U.S. Bank Trust Company, National Association, as trustee(19)
4.3		First Supplemental Indenture, dated July 28, 2022, by and between Runway Growth Finance Corp. and U.S. Bank Trust Company, National Association, as trustee(19)
4.4		Form of Global Note 7.50% Note Due 2027 (included as part of Exhibit 4.3)(19)
4.5		Second Supplemental Indenture, dated December 7, 2022, by and between Runway Growth Finance Corp. and U.S. Bank Trust Company, National Association, as trustee(20)
4.6		Form of Global Note 8.00% Note Due 2027 (included as part of Exhibit 4.5)(20)
9.1		Voting Proxy of OCM Growth Holdings, LLC in favor of Runway Growth Credit Fund Inc.(3)
10.1		Second Amended and Restated Investment Advisory Agreement between Runway Growth Credit Fund Inc. and Runway Growth Capital LLC, as the investment adviser(4)
10.2		Third Amended and Restated Investment Advisory Agreement between Runway Growth Finance Corp. and Runway Growth Capital LLC, as the investment adviser(26)
10.3		Amended and Restated Administration Agreement between Runway Growth Credit Fund Inc. and Runway Administrator Services, LLC, as the administrator(12)
10.4		Stockholder Agreement between Runway Growth Credit Fund Inc. and OCM Growth Holdings, LLC(1)
10.5		Custody Agreement between Runway Growth Credit Fund Inc. and U.S. Bank National Association, as the custodian dated as of December 16, 2016(1)
10.6		First Amendment to Custody Agreement between Runway Growth Finance Corp. and U.S. Bank National Association, as the custodian, dated as of August 3, 2023(23)
10.7		Amended and Restated Dividend Reinvestment Plan,(17)
10.8		Form of Indemnification Agreement(5)
10.9		Trademark License Agreement by and between Runway Growth Capital LLC and the Runway Growth Finance Corp.(16)
10.10		Transfer Agent Agreement by and between American Stock Transfer & Trust Company, LLC and the Registrant(7)
10.11		Credit Agreement, dated as of May 31, 2019, by and among the Company, as borrower, KeyBank National Association, as administrative agent and syndication agent, CIBC Bank USA, as documentation agent, U.S. Bank National Association, as paying agent, the guarantors from time to time party thereto, and the lenders from time to time party thereto.(8)
10.12		First Amendment to Credit Agreement, dated as of November 10, 2020, among the Company, as borrower; the financial institutions party thereto as lenders; KeyBank National Association, as administrative agent and lender; CIBC Bank USA, as documentation agent and lender; and U.S. Bank National Association, as paying agent.(10)
10.13		Second Amendment to Credit Agreement, dated as of December 2, 2020, among the Company, as borrower; the financial institutions party thereto as lenders; KeyBank National Association, as administrative agent and lender; CIBC Bank USA, as documentation agent and lender; MUFG Union Bank, N.A., as co-documentation agent and lender; and U.S. Bank National Association, as paying agent.(11)
10.14		Third Amendment to Credit Agreement, dated as of June 1, 2021, among the Company, as borrower; the financial institutions party thereto as lenders; KeyBank National Association, as administrative agent and lender; CIBC Bank

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		USA, as documentation agent and lender; MUFG Union Bank, N.A., as co-documentation agent and lender; and U.S. Bank National Association, as paying agent(14)
10.15		Fourth Amendment to Credit Agreement, dated as of August 3, 2021, among Runway Growth Credit Fund Inc., as borrower; the financial institutions party thereto as lenders; KeyBank National Association, as administrative agent and lender; CIBC Bank USA, as documentation agent and lender; MUFG Union Bank, N.A. as co-documentation agent and lender; and U.S. Bank National Association, as paying agent(12)
10.16		Master Note Purchase Agreement, dated December 10, 2021, by and among Runway Growth Finance Corp. and the Purchasers signatory thereto(15)
10.17		First Supplement to Note Purchase Agreement, dated April 13, 2023, by and between Runway Growth Finance Corp. and the Purchasers party thereto(22)
10.18		Fifth Amendment to Credit Agreement, dated as of October 19, 2021, among Runway Growth Finance Corp., as borrower; the financial institutions party thereto as lenders; KeyBank National Association, as administrative agent and lender; CIBC Bank USA, as documentation agent and lender; MUFG Union Bank, N.A. as co-documentation agent and lender; and U.S. Bank National Association, as paying agent(17)
10.19		Amended and Restated Credit Agreement, dated as of April 20, 2022, among Runway Growth Finance Corp., as borrower; the financial institutions party thereto as lenders; KeyBank National Association, as administrative agent and lender; CIBC Bank USA, as documentation agent and lender; MUFG Union Bank, N.A. as co-documentation agent and lender; and U.S. Bank National Association, as paying agent(18)
10.20		Second Amendment to the Amended and Restated Credit Agreement, dated as of January 4, 2023, among Runway Growth Finance Corp., as borrower; the financial institutions parties thereto as lenders; and KeyBank National Association, as administrative agent and lender; CIBC Bank USA, as documentation agent; MUFG Union Bank, Ltd (as successor-in-interest to MUFG Union Bank, N.A.), as documentation agent; and U.S. Bank Trust Company, National Association, as paying agent(21)
10.21		Third Amendment to the Amended and Restated Credit Agreement, dated as of March 24, 2023, among Runway Growth Finance Corp., as borrower, the financial institutions party thereto as lenders, KeyBank National Association, as administrative and lender, CIBC Bank USA, as documentation, MUFG Bank, Ltd. (as successor in interest to MUFG Bank, N.A.), as co-documentation agent, and U.S. Bank Trust Company, National Association, as paying agent(28)
10.22		Fourth Amendment to the Amended and Restated Credit Agreement, dated as of December 4, 2023, among Runway Growth Finance Corp., as borrower, the financial institutions party thereto as lenders, KeyBank National Association, as administrative agent and lender, CIBC Bank USA, as documentation agent, MUFG Bank, Ltd. (as successor in interest to MUFG Union Bank, N.A.), as co-documentation agent, and U.S. Bank Trust Company, National Association, as paying agent(24)
10.23		Joinder Agreement and Facility Amount Increase, dated as of December 4, 2023, among Runway Growth Finance Corp., as borrower, the financial institutions party thereto as lenders, and KeyBank National Association, as administrative agent(24)
10.24		Fifth Amendment to the Amended and Restated Credit Agreement, dated as of November 22, 2024, among Runway Growth Finance Corp., as borrower, the financial institutions party thereto as lenders, KeyBank National Association, as administrative agent and lender, CIBC Bank USA, as documentation agent, MUFG Bank, Ltd. (as successor in interest to MUFG Union Bank, N.A.), as co-documentation agent, and U.S. Bank Trust Company, National Association, as paying agent(28)
10.25		Sixth Amendment to the Amended and Restated Credit Agreement, dated as of March 18, 2025, among Runway Growth Finance Corp., as borrower, the financial institutions party thereto as lenders, KeyBank National Association, as administrative agent and lender, CIBC Bank USA, as documentation agent, MUFG Bank, Ltd. (as successor in interest to MUFG Union Bank, N.A.), as co-documentation agent, and U.S. Bank Trust Company, National Association, as paying agent*
11.1		Computation of Per Share Earnings (Included in the notes to the consolidated financial statements contained in this report)
14.1		Joint Code of Ethics(25)
19.1		Insider Trading Policy and Procedures*
21.1		List of Subsidiaries: P3 Holdco LLC - Delaware
23.1		Consent of RSM US LLP*

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31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended*
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended*
32.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
97.1		Policy Relating to Recovery of Erroneously Awarded Compensation*
101.INS		Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
101.SCH		Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104		Cover page formatted as Inline XBRL and contained in Exhibit 101

 

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* Filed herewith.

Item 16. Form 10-K Summary

Not applicable.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

RUNWAY GROWTH FINANCE CORP.

 

Date: March 20, 2025
	By:
		/s/ R. David Spreng
		R. David Spreng
		President, Chief Executive Officer and Chairman of the Board of Directors
		(Principal Executive Officer)

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Date: March 20, 2025	By:
		/s/ R. David Spreng
		R. David Spreng
		President, Chief Executive Officer and Chairman of the Board of Directors
		(Principal Executive Officer)
Date: March 20, 2025	By:
		/s/ Thomas B. Raterman
		Thomas B. Raterman
		Chief Financial Officer, Chief Operating Officer, Treasurer and Secretary
		(Principal Financial and Accounting Officer)
Date: March 20, 2025	By:
		/s/ Gary Kovacs
		Gary Kovacs
		Director
Date: March 20, 2025	By:
		/s/ Catherine Frey
		Catherine Frey
		Director
Date: March 20, 2025	By:
		/s/ Julie Persily
		Julie Persily
		Director
Date: March 20, 2025	By:
		/s/ John F. Engel
		John F. Engel
		Director

 

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