Runway Growth Finance Corp.

Previous wording

changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets;

Current wording

changes in political, economic or industry conditions, trade policies, restrictions and tariffs, the interest rate environment or conditions affecting the financial and capital markets;

Previous wording

the other risks, uncertainties and other factors we identify under “Risk Factors” in Part I, Item 1A of our annual report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (the "SEC") on March 7, 2024 and in this quarterly report on Form 10-Q.

Current wording

the other risks, uncertainties and other factors we identify under "Risk Factors" in Part I, Item 1A of our annual report on Form 10-K, as modified by the annual report on Form 10-K/A, for the year ended December 31, 2024, filed with the Securities and Exchange Commission (the "SEC") on March 20, 2025 and March 27, 2025, respectively, and in this quarterly report on Form 10-Q.

Previous wording

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 quarterly report on Form 10-Q 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 Part I, Item 1A of our annual report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 7, 2024.

Current wording

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 quarterly report on Form 10-Q 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 Part I, Item 1A of our annual report on Form 10-K, as modified by the annual report on Form 10-K/A, for the year ended December 31, 2024, filed with the SEC on March 20, 2025 and March 27, 2025, respectively.

Previous wording

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 aregulated 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.

Current wording

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.

Previous wording

On August 10, 2020, we, RGC, and certain other funds and accounts sponsored or managed by RGC and/or its affiliates were granted an order (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 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.

Current wording

We, RGC, and certain other funds and accounts sponsored or managed by RGC and/or its affiliates, including BC Partners Advisors L.P. (collectively our "Affiliates"), rely on an order (the "Order") granted by the SEC 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 and/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.

Previous wording

At September 30, 2024, we had investments in 57 portfolio companies, representing 25 companies in which we held debt and warrant investments, three companies in which we held debt investments and shares of common stock, preferred stock, or a combination with warrants, four companies in which we held a debt investment only, 17 companies in which we held warrant investments only, and eight companies in which we held shares of common stock, preferred stock, or equity interests only, or a combination with warrants. At December 31, 2023, we had investments in 52 portfolio companies, representing 22 companies in which we held debt and warrant investments, three companies in which we held debt investments and shares of common, preferred stock, or a combination with warrants, four companies in which we held a debt investment only, 16 companies in which we held warrant investments only, and seven companies in which we held shares of common stock, preferred stock, or equity interests only, or a combination with warrants.

Current wording

At March 31, 2025, we had investments in 52 companies, representing 23 companies in which we held debt and warrant investments, 3 companies in which we held debt investments and shares of common stock, preferred stock, or a combination with warrants, 5 companies in which we held a debt investment only, 13 companies in which we held warrant investments only, and 8 companies in which we held shares of common stock, preferred stock, equity interests, or a combination thereof with warrants. At December 31, 2024, we had investments in 57 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, or a combination thereof with warrants.

Previous wording

For the three and nine months ended September 30, 2024, our debt investment portfolio had a dollar-weighted annualized yield of 15.9% and 15.5%, respectively. For thethree and nine months ended September 30, 2023, our debt investment portfolio had a dollar-weighted annualized yield of 18.3% and 16.0%, 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 September 30, 2024, our debt investments had a dollar-weighted average term of 58 months at origination and a dollar-weighted average remaining term of 33 months, or approximately 2.8 years. As of September 30, 2024, substantially all of our debt investments had a committed principal amount of between $6.0 million and $85.0 million and pay cash interest at annual interest rates of between 8.0% and 14.8%.

Current wording

For the three months ended March 31, 2025, our debt investment portfolio had a dollar-weighted annualized yield of 15.4%. For thethree months ended March 31, 2024, our debt investment portfolio had a dollar-weighted annualized yield of 17.4%. 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 March 31, 2025, our debt investments had a dollar-weighted average term of 56 months at origination and a dollar-weighted average remaining term of 34 months, or approximately 2.8 years. As of March 31, 2025, 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 14.1%.

Previous wording

The following table shows our dollar-weighted annualized yield by investment type for thethree and nine months ended September 30, 2024 and 2023:

Current wording

The following table shows our dollar-weighted annualized yield by investment type for thethree months ended March 31, 2025 and 2024:

Previous wording

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. During the nine months ended September 30, 2024, we funded $151.4 million in five new portfolio companies, $5.6 million in one joint venture, and $17.0 million in four existing portfolio companies, net of upfront loan origination fees and refinances. We also received $144.7 million in sales and prepayments from five portfolio companies and $2.4 million in scheduled principal repayments from one portfolio company. There was $0.1 million in proceeds from the termination of warrants, sale of preferred stock, sale of equity interest, or sale of common stock during the nine months ended September 30, 2024. During the nine months ended September 30, 2023, we funded $19.8 million in one new portfolio company, and $85.7 million in 11 existing portfolio companies, net of upfront loan origination fees and refinances. We also received $225.7 million in loan sales and prepayments from 10 portfolio companies and $7.0 million in scheduled principal payments from two portfolio companies. There were no proceeds from the termination of warrants, sale of preferred stock, sale of equity interest, or sale of common stock during the nine months ended September 30, 2023.

Current wording

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. During the three months ended March 31, 2025, we funded $15.3 million in three existing portfolio companies, net of upfront loan origination fees and refinances. We also received $75.0 million in sales and prepayments from four portfolio companies and $3.7 million in scheduled principal repayments from one portfolio company. Of the sales and prepayments, $38.1 million in proceeds was from the termination of warrants, sale of preferred stock, sale of equity interest, or sale of common stock. During the three months ended March 31, 2024, we funded $19.7 million in one new portfolio company, and $5.0 million in one existing portfolio company, net of upfront loan origination fees and refinances. We also received $34.4 million in loan prepayments from two portfolio companies and $0.4 million in scheduled principal payments from one portfolio company. There were no proceeds from the termination of warrants, sale of preferred stock, sale of equity interest, or sale of common stock during the three months ended March 31, 2024.

Previous wording

The following is a reconciliation of our investment portfolio, including U.S. Treasury Bills, for the nine months ended September 30, 2024 and 2023 (in thousands):

Current wording

The following is a reconciliation of our investment portfolio for the three months ended March 31, 2025 and 2024 (in thousands):

Previous wording

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 U.S. 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:

Current wording

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:

Previous wording

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 due to a restructuring such that the interest income is deemed to be collectible. As of September 30, 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 $2.6 million, and one loan to Snagajob, Inc., with a cost basis of $42.7 million and a fair value of $37.3 million which represent 3.7% our total investment portfolio. From being placed on non-accrual status through September 30, 2024, cumulative interest of $0.5 million would be receivable from Mingle Healthcare Solutions, Inc. and not recorded in "Interest income" on the Consolidated Statements of Operations. From being placed on non-accrual status through September 30, 2024, cumulative interest of $3.4 million would be receivable from Snagajob, Inc. and $0.2 million OID would be accreted into the cost basis, for a total of $3.6 million not recorded in "Interest income" on the Consolidated Statements of Operations. As of December 31, 2023, we had no loans on non-accrual status. As of September 30, 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 not reversed any accrued and uncollected interest income related to the senior secured term loans on non-accrual status.

Current wording

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 due to a restructuring such that the interest income is deemed to be collectible.

Previous wording

Comparison of the Three and Nine Months Ended September 30, 2024 and 2023

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Comparison of the Three Months Ended March 31, 2025 and 2024

Previous wording

The following table is a comparison of the results of our operations for the three and nine months ended September 30, 2024 and 2023 (dollars in thousands):

Current wording

The following table compares the results of our operations for the three months ended March 31, 2025 and 2024 (in thousands):

Previous wording

The basic per share figures noted above are based on weighted averages of 38,390,854 and 40,509,269 shares outstanding for the three months ended September 30, 2024 and 2023, respectively, and 39,317,890 and 40,509,269 shares outstanding for the nine months ended September 30, 2024 and 2023, respectively.

Current wording

The basic per share figures noted above are based on weighted averages of 37,347,428 and 40,392,255 shares outstanding for the three months ended March 31, 2025 and 2024, respectively.

Previous wording

Our investment objective is to maximize total return to our stockholders primarily through current income on our loan portfolio, and secondarily through capital gain on our warrants and other equity positions. We intend to achieve our investment objective by investing in high growth-potential, private companies. We typically invest in senior secured loans that generally fall into two strategies: Sponsored Growth Lending and Non-Sponsored Growth Lending. We generally receive warrants and/or other equity from our investments. We expect our investments in loans will generally range from between $10.0 million to $100.0 million, and the upper end of this range may increase as we raise additional capital.

Current wording

Our investment objective is to maximize total return to our stockholders primarily through current income on our loan portfolio, and secondarily through capital gain on our warrants and other equity positions. We intend to achieve our investment objective by investing in high growth-potential, private companies. We typically invest in senior secured loans that generally fall into two strategies: Sponsored Growth Lending and Non-Sponsored Growth Lending. We generally receive warrants and/or other equity from our investments. We expect our global loan originations will generally range from between $30-$150 million, with our allocation being in the range of $20-$45 million.

Previous wording

Investment income for the three months ended September 30, 2024 and 2023 was $36.7 million and $43.8 million, respectively, and includes non-recurring income of $2.0 million and $5.6 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 three months ended September 30, 2024 compared to the three months ended September 30, 2023 was primarily due to falling interest rates and decrease in the average outstanding principal on interest-earning debt investments as a result of loan repayments and our loans to Snagajob, Inc. and Mingle Healthcare Solutions, Inc. moving to non-accrual status.

Current wording

Investment income for the three months ended March 31, 2025 and 2024 was $35.4 million and $40.0 million, respectively, and includes non-recurring income of $1.9 million and $3.8 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 three months ended March 31, 2025 compared to the three months ended March 31, 2024 was primarily due to falling interest rates and decrease in the average outstanding principal on interest-earning debt investments as a result of loan repayments and our loan to JobGet Holdings, Inc. moving to non-accrual status.

Previous wording

Operating expenses for the three months ended September 30, 2024 and 2023 were $20.8 million and $21.7 million, respectively. Operating expenses decreased for the three months ended September 30, 2024 from the three months ended September 30, 2023 primarily due to a decrease in performance-based incentive fees and management fees, offset by an increase in interest and other debt financing expenses. Operating expenses per share for the three months ended September 30, 2024 and 2023 were $0.54 and $0.54, respectively.

Current wording

Operating expenses for the three months ended March 31, 2025 and 2024 were $19.8 million and $21.3 million, respectively. Operating expenses decreased for the three months ended March 31, 2025 from the three months ended March 31, 2024 primarily due to a decrease in performance-based incentive fees and interest and other debt financing expenses. Operating expenses per share for the three months ended March 31, 2025 and 2024 were $0.53 and $0.53, respectively.

Previous wording

Management fees for the three months ended September 30, 2024 and 2023 were $3.9 million and $4.3 million, respectively. Management fees decreased for the three months ended September 30, 2024 from the three months ended September 30, 2023 due to decreased daily average gross assets.

Current wording

Management fees for the three months ended March 31, 2025 and 2024 were $4.0 million and $4.0 million, respectively. Management fees remained relatively unchanged for the three months ended March 31, 2025 when compared to the three months ended March 31, 2024.

Previous wording

Incentive fees for the nine months ended September 30, 2024 and 2023 were $12.3 million and $15.0 million, respectively. Incentive fees decreased for the nine months ended September 30, 2024 from the nine months ended September 30, 2023 primarily due to a decrease in net investment income. For the nine months ended September 30, 2024, $9.6 million of the incentive fees were payable in cash and $2.6 million were deferred and accrued. For the nine months ended September 30, 2023, $11.6 million of the incentive fees were payable in cash and $3.4 million were deferred and accrued. Incentive fees per share for the nine months ended September 30, 2024 and 2023 were $0.31 and $0.37, respectively.

Current wording

Incentive fees for the three months ended March 31, 2025 and 2024 were $3.9 million and $4.7 million, respectively. Incentive fees decreased for the three months ended March 31, 2025 from the three months ended March 31, 2024 primarily due to a decrease in net investment income. For the three months ended March 31, 2025, $3.0 million of the incentive fees were payable in cash and $0.9 million were deferred and accrued. For the three months ended March 31, 2024, $3.6 million of the incentive fees were payable in cash and $1.1 million were deferred and accrued. Incentive fees per share for the three months ended March 31, 2025 and 2024 were $0.10 and $0.12, respectively.

Previous wording

Net investment income for the three months ended September 30, 2024 and 2023 was $15.9 million and $22.0 million, respectively. Net investment income decreased for the three months ended September 30, 2024 from the three months ended September 30, 2023 primarily due to a decrease in investment income related to the decrease in the average outstanding principal on interest-earning debt investments, falling interest rates, and our loans to Snagajob, Inc., and Mingle Healthcare Solutions, Inc. moving to non-accrual status. Net investment income per share for the three months ended September 30, 2024 and 2023 was $0.41 and $0.54, respectively.

Current wording

Net investment income for the three months ended March 31, 2025 and 2024 was $15.6 million and $18.7 million, respectively. Net investment income decreased for the three months ended March 31, 2025 from the three months ended March 31, 2024 primarily due to a decrease in investment income related to falling interest rates and a decrease in average outstanding principal on debt investments. Net investment income per share for the three months ended March 31, 2025 and 2024 was $0.42 and $0.46, respectively.

Previous wording

There were no net realized gain (loss) on investments for the nine months ended September 30, 2024. The net realized loss on investments of $1.2 million for the nine months ended September 30, 2023 was attributable to our investments in CareCloud, Inc. and Gynesonics, Inc. warrants.

Current wording

The net realized gain on investments of $6.1 million for the three months ended March 31, 2025 was attributable to a realized gain on our investment in Gynesonics, Inc. offset by a realized loss on our investment in Quantum Corporation. There were no net realized gains or losses on investments for the three months ended March 31, 2024.

Previous wording

Net change in unrealized loss on investments of $3.7 million for the nine months ended September 30, 2024 was primarily due to a decrease in the fair value of our senior secured loans to Snagajob.com, Inc.,Vesta Payment Solutions, Inc., VTX Intermediate Holdings, Inc., Blueshift Labs, Inc., FiscalNote, Inc., 3PL Central LLC, and our common stock investment and warrants in Coginiti Corp. The decrease in fair value was partially offset by an increase in fair value of our senior secured loans to Gynesonics, Inc. and our preferred stock investments in Gynesonics, Inc. and CareCloud, Inc. The net change in unrealized loss on investments of $9.7 million for the nine months ended September 30, 2023 was primarily due to decreases in the fair value of our preferred stock investment in Gynesonics, Inc. and senior secured loans to Gynesonics, Inc. and Snagajob.com, Inc.

Current wording

Net change in unrealized loss on investments of $19.8 million for the three months ended March 31, 2025 was primarily due to a release of prior unrealized gain on our investment in Gynesonics, Inc. and a decrease in the fair value of our investments in JobGet Holdings, Inc. (fka Snagajob.com, Inc.), Marley Spoon SE, and zSpace, Inc. The decrease in fair value was partially offset by a release of prior unrealized loss on our investment in Quantum Corporation. The net change in unrealized loss on investments of $6.6 million for the three months ended March 31, 2024 was primarily due to a decrease in the fair value of our investments in CareCloud, Inc., JobGet Holdings, Inc. (fka Snagajob.com, Inc.), Mingle Healthcare Solutions, Inc., FiscalNote, Inc., and Coginiti Corp.

Previous wording

We had a net increase in net assets resulting from operations of $25.0 million for the three months ended September 30, 2024, as compared to a net increase in net assets resulting from operations of $14.8 million for the three months ended September 30, 2023.

Current wording

We had a net increase in net assets resulting from operations of $1.9 million for the three months ended March 31, 2025, as compared to a net increase in net assets resulting from operations of $12.0 million for the three months ended March 31, 2024.

Previous wording

During the nine months ended September 30, 2024, we principally funded our operations from (i) cash receipts from interest, dividend, and fee income from our investment portfolio and (ii) cash proceeds from the realization of portfolio investments through the repayments of debt investments and the sale of debt and equity investments.

Current wording

During the three months ended March 31, 2025 and 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) borrowings under our Credit Facility.

Previous wording

During the nine months ended September 30, 2024, our operating activities provided $55.9 million of cash and cash equivalents, compared to $174.1 million provided during the nine months ended September 30, 2023. The $118.2 million decrease in cash provided by operating activities was primarily due to a $33.5 million increase in purchases of investments and U.S. Treasury Bills and a $78.6 million decrease in sales and repayments of investments and U.S. Treasury Bills.

Current wording

During the three months ended March 31, 2025, our operating activities provided $73.6 million of cash and cash equivalents, compared to $68.6 million provided by operating activities during the three months ended March 31, 2024. The $5.0 million increase in cash provided by operating activities was primarily due to a decrease in purchases of investments.

Previous wording

During the nine months ended September 30, 2024, our financing activities used $55.2 million of cash, compared to $164.9 million used by financing activities during the nine months ended September 30, 2023. The $109.7 million decrease in cash used in financing activities was primarily due to decreased net borrowing activity of $139.0 million, partially offset by increased share repurchases of $30.2 million.

Current wording

During the three months ended March 31, 2025, our financing activities used $61.0 million of cash, compared to $64.7 million used in financing activities during the three months ended March 31, 2024. The $3.7 million decrease in cash used in financing activities was primarily due to the timing of our dividend payment and decreased share repurchases of $10.6 million, offset by decreased net borrowing activity of $23.0 million.

Previous wording

As of September 30, 2024, our net assets totaled $507.4 million, with a net asset value per share of $13.39. We intend to continue to operate in order to generate cash flows from operations, including income earned from investments in our portfolio companies. Our primary use of funds will be investments in portfolio companies and cash distributions to holders of our common stock.

Current wording

As of March 31, 2025, our net assets totaled $503.3 million, with a net asset value per share of $13.48. We intend to continue to operate in order to generate cash flows from operations, including income earned from investments in our portfolio companies. Our primary use of funds will be investments in portfolio companies and cash distributions to holders of our common stock.

Previous wording

As of September 30, 2024, we had $251.6 million in available liquidity, including $3.6 million in cash and cash equivalents, and approximately $248.0 million available under our Credit Facility, subject to borrowing base capacity. As of September 30, 2024, we had $302.0 million of secured debt outstanding under our Credit Facility, which are floating interest rate obligations and $247.3 million of unsecured debt outstanding under the 2026 and 2027 Notes, which are all fixed interest rate debt obligations. Refer to "Note 7 – Borrowings" to our consolidated financial statements in Part I, Item 1 of this Form 10-Q for additional discussion of our debt obligations.

Current wording

As of March 31, 2025, we had $315.4 million in available liquidity, including $18.4 million in cash and cash equivalents, and $297.0 million available under our Credit Facility, subject to borrowing base capacity. As of March 31, 2025, we had $253.0 million of secured debt outstanding under our Credit Facility, which are floating interest rate obligations and $247.3 million of unsecured debt outstanding under the 2026 and 2027 Notes, which are all fixed interest rate debt obligations. Refer to "Note 7 – Borrowings" to our consolidated financial statements in Part I, Item 1 of this Form 10-Q for additional discussion of our debt obligations.

Previous wording

Pursuant to the 1940 Act, we are permitted to incur borrowings, issue debt securities, or issue preferred stock if, 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 September 30, 2024 and December 31, 2023, our asset coverage ratio was 192% and 205%, respectively.

Current wording

Pursuant to the 1940 Act, we are permitted to incur borrowings, issue debt securities, or issue preferred stock if, 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%. As of March 31, 2025 and December 31, 2024, our asset coverage ratio was 201% and 192%, respectively.

Previous wording

Our significant contractual payment obligations relate to our borrowings and deferred incentive fees. As of September 30, 2024, we had $549.3 million in debt outstanding, none of which was due within the next year, $497.5 million within 1 to 3 years, and $51.8 million beyond 3 years. As of September 30, 2024, we had $11.8 million of deferred incentive fees, $1.7 million of which was due within the next year, $7.6 million within 1 to 3 years, and $2.6 million beyond 3 years.

Current wording

Our significant contractual payment obligations relate to our borrowings and deferred incentive fees. As of March 31, 2025, we had $500.3 million in debt outstanding, none of which was due within the next year, $247.3 million within 1 to 3 years, and $253.0 million beyond 3 years. As of March 31, 2025, we had $11.0 million of deferred incentive fees, $3.6 million of which was due within the next year, $4.9 million within 1 to 3 years, and $2.5 million beyond 3 years.

Previous wording

Our unfunded commitments may be significant from time to time. As of September 30, 2024, we had a total of $260.4 million in unfunded commitments which was comprised of $231.0 million to provide debt financing to our portfolio companies and $29.4 million in unfunded commitments to provide equity financing to the 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 September 30, 2024, we had approximately $67.3 million of available unfunded commitments to portfolio companies that are eligible to be drawn based on achieved milestones and $29.4 million in unfunded capital commitments to Runway-Cadma I LLC. Refer to “Note 8 – Commitments and Contingencies” to our consolidated financial statements in Part I, Item 1 of this Form 10-Q for a summary of unfunded commitments by portfolio company as of September 30, 2024.

Current wording

Our unfunded commitments may be significant from time to time. As of March 31, 2025, we had a total of $162.2 million in unfunded commitments which was comprised of $132.8 million to provide debt financing to our portfolio companies and $29.4 million in unfunded commitments to provide equity financing to the 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 March 31, 2025, we had $24.8 million of available unfunded commitments to portfolio companies that are eligible to be drawn based on achieved milestones and $29.4 million in unfunded capital commitments to Runway-Cadma I LLC. Refer to "Note 8 – Commitments and Contingencies" to our consolidated financial statements in Part I, Item 1 of this Form 10-Q for a summary of unfunded commitments by portfolio company as of March 31, 2025.

Previous wording

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 of our common stock under the First Repurchase Program for an aggregate purchase price of $10.8 million. The First Repurchase Program expired on February 24, 2023.

Current wording

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.

Previous wording

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 September 30, 2024, we had repurchased 644,763 shares in connection with the Third Repurchase Program for an aggregate purchase price of $6.7 million.

Current wording

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. From the inception of the Third Repurchase Program through March 31, 2025, we repurchased 1,199,867 shares for an aggregate purchase price of $12.5 million.

Previous wording

During the three and nine months ended September 30, 2024, we declared and paid dividends in the amount of $17.3 million and $54.9 million, respectively, of which $17.1 million and $54.1 million, respectively, were distributed in cash and the remainder distributed in shares to stockholders pursuant to our Dividend Reinvestment Plan. For the three and nine months ended September 30, 2023, we declared dividends in the amount of $18.2 million and $54.7 million, respectively, of which $17.5 million and $52.4 million, respectively, were distributed in cash and the remainder distributed in shares to stockholders pursuant to our Dividend Reinvestment Plan.

Current wording

During the three months ended March 31, 2025, we declared dividends in the amount of $13.4 million of which $13.2 million were payable in cash and the remainder to be distributed in shares to stockholders pursuant to our Dividend Reinvestment Plan. For the three months ended March 31, 2024, we declared dividends in the amount of $19.0 million of which $18.8 million were distributed in cash and the remainder distributed in shares to stockholders pursuant to our Dividend Reinvestment Plan.