Runway Growth Finance Corp.
For the period ended Sep 30, 2025. Filed Nov 6, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 6, 2025
RWAY$6.69+9.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-07.
0000950170-25-104963
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-06.
0001193125-25-269547
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 130 previous paragraphs and 148 current paragraphs.
92 unchanged; 37 reworded; 18 added; 1 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 7 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (18)
Current report
the ability of the parties to consummate the proposed transactions that will result in SWK Holdings Corporation (“SWK”) merging with and into us (the “Mergers”) pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated October 9, 2025, by and among us, RWAY Portfolio Holding Corp., RWAY Portfolio Corp., Runway Growth Capital LLC and SWK Holdings Corporation, on the expected timeline, or at all;
Current report
our ability to realize the anticipated benefits of the Mergers;
Current report
the effects of disruption on our business from the Mergers;
Current report
the combined company’s plans, expectations, objectives and intentions as a result of the Mergers;
Current report
any potential termination of the Merger Agreement;
Current report
the actions of our shareholders or the shareholders of SWK with respect to the proposals submitted for their approval in connection with the Mergers;
Current report
the possibility that competing offers or acquisitions proposals will be made;
Current report
risk that stockholders litigation in connection with Mergers may result in significant costs of defense and liability; and
Current report
Operating expenses for the nine months ended September 30, 2025 and 2024 were $62.0 million and $61.7 million, respectively. Operating expenses increased for the nine months ended September 30, 2025 from the nine months ended September 30, 2024 primarily due to an increase in administration agreement expenses, excise tax expenses, and professional fees, offset by a decrease in incentive fees and interest and other debt financing expenses. Operating expenses per share for the nine months ended September 30, 2025 and 2024 were $1.67 and $1.57, respectively.
Current report
SWK Agreement and Plan of Merger
Current report
On October 9, 2025, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with RWAY Portfolio Holding Corp., a Delaware corporation and our direct wholly-owned subsidiary (“Intermediary Sub”), RWAY Portfolio Corp., a Delaware corporation and a direct wholly-owned subsidiary of Intermediary Sub (“Acquisition Sub”), RGC, a Delaware limited liability company and SWK Holdings Corporation, a Delaware corporation (“SWK”). The Merger Agreement provides that, subject to the conditions set forth in the Merger Agreement, Acquisition Sub will merge with and into SWK, with SWK continuing as the surviving company and as a wholly-owned subsidiary of Intermediary Sub, or, in the alternative, SWK will merge with and into Acquisition Sub, with Acquisition Sub continuing as the surviving company and as a wholly-owned subsidiary of Intermediary Sub (in either case, the “First Merger”). Immediately after the effectiveness of the First Merger, SWK or Acquisition Sub, as applicable, will merge with and into Intermediary Sub (the “Second Merger”), with Intermediary Sub continuing as the surviving company and as our wholly-owned subsidiary. Immediately after the effectiveness of the Second Merger, Intermediary Sub will merge with and into us (the “Third Merger” and together with the First Merger and the Second Merger, the “Mergers”), and we will continue as the surviving corporation. The Board of Directors and the board of directors of SWK have approved, among other things, the Merger Agreement and the transactions contemplated thereby (the “Transactions”).
Current report
Subject to the terms and conditions of the Merger Agreement, at the time a certificate of merger with respect to the First Merger is executed and filed with the Secretary of State of the State of Delaware as provided under the Delaware General Corporation Law (the “Effective Time”), each share of common stock, par value $0.001 per share, of SWK (“SWK Common Stock”) issued and outstanding immediately prior to the Effective Time (other than shares of SWK Common Stock held by a subsidiary of SWK or held, directly or indirectly, by us or any of our consolidated subsidiaries, including Intermediary Sub and Acquisition Sub and all treasury shares (the “Cancelled Shares”)) will be converted, at the election of the respective SWK stockholder, into the right to receive newly issued shares of our common stock ("Common Stock"), par value $0.01 per share, equal to the Exchange Ratio (as defined below) (the “Per Share Stock Consideration”) or an amount of cash equal to the SWK Per Share NAV (as defined below) (the “Per Share Cash Consideration” and, together with the Per Share Stock Consideration, the “Total Per Share Merger Consideration”) and, in either case, an amount of cash, to be provided by RGC, equal to the quotient of (i) $9.0 million divided by (ii) the number of shares of SWK Common Stock issued and outstanding as of the Determination Date (as defined below) (excluding any Cancelled Shares).
Current report
Two (2) days (excluding Sundays and holidays) prior to the Effective Time (such date, the “Determination Date”), us and SWK will deliver to the other a calculation of its net asset value as of such date (such calculation with respect to SWK, the “Closing SWK NAV” and such calculation with respect to us, the “Closing RWAY NAV”), in each case calculated in good faith and determined in accordance with the accounting and reporting guidance set forth in the Financial Accounting Standards Board’s Accounting Standards Codification Topic 946, Financial Services - Investment Companies, as modified pursuant to the terms of the Merger Agreement. Based on such calculations, the parties will calculate: (1) the “SWK Per Share NAV,” which will be equal to (i) the Closing SWK NAV divided by (ii) the number of shares of SWK Common Stock issued and outstanding as of the Determination Date (excluding the Cancelled Shares) and (2) the “RWAY Per Share NAV,” which will be equal to (i) the Closing RWAY NAV divided by (ii) the number of shares of our Common Stock issued and outstanding as of the Determination Date. The “Exchange Ratio” will be equal to the quotient (rounded to four decimal places) of (i) the SWK Per Share NAV divided by (ii) the RWAY Per Share NAV.
Current report
We and SWK will update and redeliver the Closing RWAY NAV or the Closing SWK NAV, as applicable, in the event that the closing of the Mergers is subsequently materially delayed or there is a material change to either such calculation between the Determination Date and the closing of the Mergers and as needed to ensure that the calculation is determined within two (2) days (excluding Sundays and holidays) prior to the Effective Time.
Current report
The Merger Agreement contains customary pre-closing covenants, including covenants requiring us and/or SWK, as applicable, to (i) use reasonable best efforts to cause the consummation of the Transactions, (ii) conduct our business in the ordinary course, (iii) cooperate with the other party in the preparation and filing of a registration statement on Form N-14 (the “Registration Statement”), (iv) duly call, give notice of, convene and hold a special meeting of stockholders of SWK, (v) obtain certain regulatory and third party consents and (vi) refrain from taking, or causing their respective subsidiaries to take, certain actions prior to the consummation of the Mergers without, with respect to us, SWK’s consent and, with respect to SWK, our consent (which consent in each case is not to be unreasonably withheld, delayed or conditioned).
Current report
The consummation of the Mergers is subject to the satisfaction or (to the extent permitted by law) waiver of certain customary closing conditions, including effectiveness of the Registration Statement, approval by SWK’s stockholders, absence of a material adverse effect and certain other closing conditions set forth in the Merger Agreement. The obligation of each party to consummate the Mergers is also conditioned upon the other party’s representations and warranties being true and correct (subject to certain materiality exceptions) and the other party having performed in all material respects its obligations under the Merger Agreement. Further, the Merger Agreement provides that SWK will not be obligated to consummate the Mergers should the amount by which a third-party valuation firm values the portfolio assets of SWK as of the Determination Date (as adjusted pursuant to the terms of the Merger Agreement) be more than $5.0 million less than SWK’s good faith determination of the carrying value of the underlying portfolio assets of SWK as of 5:00 p.m. New York City time on the Determination Date (as reflected in the books and records of SWK, determined in accordance with GAAP and in a manner consistent with SWK’s historical calculation of the carrying value of such assets).
Current report
Key Stockholder Agreement
Current report
Concurrently with us entering into the Merger Agreement, we also entered into a key stockholder agreement (the “Key Stockholder Agreement”) with Double Black Diamond Offshore Ltd., a Cayman Islands exempted company (the “Key Stockholder”), and, solely for the purposes of Section 4 thereof, Black Diamond Offshore Ltd., a Cayman Islands exempted company. The Key Stockholder owns 8,493,088 shares of SWK Common Stock, representing in the aggregate approximately 69.9% of the outstanding shares of SWK Common Stock as of October 9, 2025. Pursuant to the Key Stockholder Agreement, the Key Stockholder has agreed to vote such shares of SWK Common Stock in favor of the approval and adoption of the Merger Agreement. Additionally, pursuant to the Key Stockholder Agreement, the Key Stockholder has agreed to refrain from, directly or indirectly, absent our prior written consent: (A)(i) engaging in or becoming a participant in any “solicitation” (as such term is used in the proxy rules of the SEC, but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv) of the Exchange Act), with respect to us, our Common Stock or any of our other voting securities, of proxies or consents; or conducting any non-binding referendum with respect to any matter or proposal to be voted on by holders of our Common Stock or other voting securities, or (ii) making any public statement in support of any third-party solicitation or referendum with respect to us, our Common Stock or any of our other voting securities; (B) seeking or proposing, alone or in concert with others, to have RGC terminated or replaced, to prevent the adoption of the Advisory Agreement, or to have the Advisory Agreement terminated, amended, modified or otherwise replaced or canceled; (C)(i) seeking or proposing, alone or in concert with others, election or appointment to, or representation on, the Board of Directors; or nominating or proposing the nomination of, or recommending the nomination of, any candidate to the Board of Directors, or (ii) seeking or proposing, alone or in concert with others, the removal of any member of the Board of Directors; (D)(i) seeking or proposing, alone or in concert with others, to call a meeting of our stockholders, or (ii) making or being the proponent of any stockholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise) for consideration by our stockholders; or (E) publicly disclosing any intention, plan or arrangement to take any action inconsistent with the provisions of sections (A) through (D) above.
Removed paragraphs (1)
Previous report
Operating expenses remained relatively unchanged for the six months ended June 30, 2025 and 2024 at $41.0 million and $40.9 million, respectively. Operating expenses per share for the six months ended June 30, 2025 and 2024 were $1.11 and $1.03, respectively.
Reworded paragraphs (37)
Previous wording
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.
Current wording
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.
Previous wording
At June 30, 2025, we had investments in 54 companies, representing 24 companies in which we held debt and warrant investments, 2 companies in which we held debt investments and shares of common stock/units, preferred stock/units, or a combination with warrants, 5 companies in which we held a debt investment only, 14 companies in which we held warrant investments only, and 9 companies in which we held shares of common stock/units, preferred stock/units, equity interests, convertible notes, 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/units, preferred stock/units, 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/units, preferred stock/units, equity interests, or a combination thereof with warrants.
Current wording
At September 30, 2025, we had investments in 54 companies, representing 22 companies in which we held debt and warrant investments, 1 company in which we held debt investments and shares of common stock/units, preferred stock/units, or a combination with warrants, 7 companies in which we held a debt investment only, 15 companies in which we held warrant investments only, and 9 companies in which we held shares of common stock/units, preferred stock/units, 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/units, preferred stock/units, 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/units, preferred stock/units, equity interests, or a combination thereof with warrants.
Previous wording
For the three and six months ended June 30, 2025, our debt investment portfolio had a dollar-weighted annualized yield of 15.4% and 15.1%, respectively. For thethree and six months ended June 30, 2024, our debt investment portfolio had a dollar-weighted annualized yield of 15.1% and 15.9%, 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 June 30, 2025, our debt investments had a dollar-weighted average term of 56 months at origination and a dollar-weighted average remaining term of 31 months, or approximately 2.6 years. As of June 30, 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%.
Current wording
For the three and nine months ended September 30, 2025, our debt investment portfolio had a dollar-weighted annualized yield of 16.8% and 15.3%, respectively. For thethree and nine months ended September 30, 2024, our debt investment portfolio had a dollar-weighted annualized yield of 15.9% and 15.5%, 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, 2025, our debt investments had a dollar-weighted average term of 54 months at origination and a dollar-weighted average remaining term of 33 months, or approximately 2.8 years. As of September 30, 2025, substantially all of our debt investments had a committed principal amount of between $6.0 million and $68.5 million and pay cash interest at annual interest rates of between 6.3% and 13.8%.
Previous wording
The following table shows our dollar-weighted annualized yield by investment type for thethree and six months ended June 30, 2025 and 2024:
Current wording
The following table shows our dollar-weighted annualized yield by investment type for thethree and nine months ended September 30, 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 six months ended June 30, 2025, we funded $34.4 million in two new portfolio companies and $19.6 million in four existing portfolio companies, net of upfront loan origination fees and refinances. We also received $100.0 million in sales and prepayments from four portfolio companies and $7.9 million in scheduled principal repayments from three portfolio company. Of the sales and prepayments, $38.1 million in proceeds was from the termination of warrants, sale of preferred stock/units, sale of equity interest, or sale of common stock/units. During the six months ended June 30, 2024, we funded $94.4 million in three new portfolio companies, $0.7 million in one joint venture, and $5.0 million in one existing portfolio company, net of upfront loan origination fees and refinances. We also received $59.8 million in loan prepayments from three portfolio companies and $1.7 million in scheduled principal payments from one portfolio company. There were no proceeds from the termination of warrants, sale of preferred stock/units, sale of equity interest, or sale of common stock/units during the six months ended June 30, 2024.
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 nine months ended September 30, 2025, we funded $52.5 million in four new portfolio companies and $55.2 million in nine existing companies, net of upfront loan origination fees and refinances. We also received $226.1 million in sales and prepayments from ten portfolio companies and $9.4 million in scheduled principal repayments from three portfolio companies. Of the sales and prepayments, $38.3 million in proceeds was from the termination of warrants, sale of preferred stock/units, sale of equity interest, or sale of common stock/units. 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.
Previous wording
The following is a reconciliation of our investment portfolio for the six months ended June 30, 2025 and 2024 (in thousands):
Current wording
The following is a reconciliation of our investment portfolio for the nine months ended September 30, 2025 and 2024 (in thousands):
Previous wording
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," "Net realized gain (loss) on investments" and "Net change in unrealized gain (loss) on investments." "Net investment income" 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.
Current wording
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," "Net realized gain (loss)" and "Net change in unrealized gain (loss)." "Net investment income" 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)" is the difference between the proceeds received from dispositions and the amortized cost of portfolio investments and U.S. Treasury Bills, as well as any realized gain (loss) on forward contracts and foreign currency transactions. "Net change in unrealized gain (loss)" is the net change in the fair value of our investment portfolio and the effect of fluctuations in foreign currency exchange rates on forward contracts and foreign cash held.
Previous wording
Comparison of the Three and Six Months Ended June 30, 2025 and 2024
Current wording
Comparison of the Three and Nine Months Ended September 30, 2025 and 2024
Previous wording
The following table compares the results of our operations for the three and six months ended June 30, 2025 and 2024 (in thousands):
Current wording
The following table compares the results of our operations for the three and nine months ended September 30, 2025 and 2024 (in thousands):
Previous wording
The basic per share figures noted above are based on weighted averages of 37,103,061 and 39,180,767 shares outstanding for the three months ended June 30, 2025 and 2024, respectively, and 37,224,569 and 39,786,511 shares outstanding for the six months ended June 30, 2025 and 2024, respectively.
Current wording
The basic per share figures noted above are based on weighted averages of 36,225,742 and 38,390,854 shares outstanding for the three months ended September 30, 2025 and 2024, respectively, and 36,887,968 and 39,317,890 shares outstanding for the nine months ended September 30, 2025 and 2024, respectively.
Previous wording
Investment income for the three months ended June 30, 2025 and 2024 was $35.1 million and $34.2 million, respectively, and includes non-recurring income of $1.3 million and $0.4 million, respectively. Non-recurring income includes, but is not limited to, acceleration of unaccreted OID and ETP, prepayment fees, and amendment fees. The increase in investment income for the three months ended June 30, 2025 compared to the three months ended June 30, 2024 was primarily due to an increase in PIK income and dividend income, offset by a slight decrease in cash interest income due to falling interest rates.
Current wording
Investment income remained relatively unchanged for the three months ended September 30, 2025 and 2024, at $36.7 million and $36.7 million, respectively, and includes non-recurring income of $4.9 million and $2.0 million, respectively. Non-recurring income includes, but is not limited to, acceleration of unaccreted OID and ETP, prepayment fees, and amendment fees.
Previous wording
Investment income for the six months ended June 30, 2025 and 2024 was $70.5 million and $74.2 million, respectively, and includes non-recurring income of $3.2 million and $4.2 million, respectively. Non-recurring income includes, but is not limited to, acceleration of unaccreted OID and ETP, prepayment fees, and amendment fees. The decrease in investment income for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 was primarily due to a decrease in interest income due to falling interest rates.
Current wording
Investment income for the nine months ended September 30, 2025 and 2024 was $107.3 million and $110.9 million, respectively, and includes non-recurring income of $8.1 million and $6.2 million, respectively. Non-recurring income includes, but is not limited to, acceleration of unaccreted OID and ETP, prepayment fees, and amendment fees. The decrease in investment income for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 was primarily due to decreased interest income from falling interest rates.
Previous wording
Operating expenses for the three months ended June 30, 2025 and 2024 were $21.2 million and $19.6 million, respectively. Operating expenses increased for the three months ended June 30, 2025 from the three months ended June 30, 2024 primarily due to an increase in interest and other debt financing expenses, excise tax expenses, and professional fees. Operating expenses per share for the three months ended June 30, 2025 and 2024 were $0.57 and $0.50, respectively.
Current wording
Operating expenses for the three months ended September 30, 2025 and 2024 were $21.0 million and $20.8 million, respectively. Operating expenses increased for the three months ended September 30, 2025 from the three months ended September 30, 2024 primarily due to an increase in administration agreement expenses and excise tax expenses, offset by a decrease in interest and other debt financing expenses. Operating expenses per share for the three months ended September 30, 2025 and 2024 were $0.58 and $0.54, respectively.
Previous wording
Management fees remained relatively unchanged for the three months ended June 30, 2025 and 2024 at $3.9 million and $3.9 million, respectively. Management fees per share for the three months ended June 30, 2025 and 2024 were $0.11 and $0.10 per share, respectively.
Current wording
Management fees remained relatively unchanged for the three months ended September 30, 2025 and 2024 at $4.0 million and $3.9 million, respectively. Management fees per share for the three months ended September 30, 2025 and 2024 were $0.11 and $0.10 per share, respectively.
Previous wording
Management fees remained relatively unchanged for the six months ended June 30, 2025 and 2024 at $8.0 million and $7.9 million, respectively. Management fees per share for the six months ended June 30, 2025 and 2024 were $0.21 and $0.20 per share, respectively.
Current wording
Management fees remained relatively unchanged for the nine months ended September 30, 2025 and 2024 at $11.9 million and $11.8 million, respectively. Management fees per share for the nine months ended September 30, 2025 and 2024 were $0.32 and $0.30 per share, respectively.
Previous wording
Incentive fees for the three months ended June 30, 2025 and 2024 were $3.5 million and $3.6 million, respectively. Incentive fees remained relatively unchanged for the three months ended June 30, 2025 from the three months ended June 30, 2024. For the three months ended June 30, 2025, $2.3 million of the incentive fees were payable in cash and $1.2 million were deferred and accrued. For the three months ended June 30, 2025, $2.9 million of the incentive fees were payable in cash and $0.7 million were deferred and accrued. Incentive fees per share for the three months ended June 30, 2025 and 2024 were $0.09 and $0.09, respectively.
Current wording
Incentive fees remained relatively unchanged for the three months ended September 30, 2025 and 2024 at $4.1 million and $4.0 million, respectively. For the three months ended September 30, 2025, $4.8 million of the incentive fees were payable in cash and a net ($0.7) million were deferred and accrued. For the three months ended September 30, 2024, $3.1 million of the incentive fees were payable in cash and $0.9 million were deferred and accrued. Incentive fees per share for the three months ended September 30, 2025 and 2024 were $0.11 and $0.10, respectively.
Previous wording
Incentive fees for the six months ended June 30, 2025 and 2024 were $7.5 million and $8.3 million, respectively. Incentive fees decreased for the six months ended June 30, 2025 from the six months ended June 30, 2024 due to a decrease in net investment income. For the six months ended June 30, 2025, $5.4 million of the incentive fees were payable in cash and $2.1 million were deferred and accrued. For the six months ended June 30, 2024, $6.5 million of the incentive fees were payable in cash and $1.8 million were deferred and accrued. Incentive fees per share for the six months ended June 30, 2025 and 2024 were $0.20 and $0.20, respectively.
Current wording
Incentive fees for the nine months ended September 30, 2025 and 2024 were $11.5 million and $12.3 million, respectively. Incentive fees decreased for the nine months ended September 30, 2025 from the nine months ended September 30, 2024 due to a decrease in net investment income. For the nine months ended September 30, 2025, $10.1 million of the incentive fees were payable in cash and $1.4 million were deferred and accrued. 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. Incentive fees per share for the nine months ended September 30, 2025 and 2024 were $0.31 and $0.31, respectively.
Previous wording
Net investment income for the three months ended June 30, 2025 and 2024 was $13.9 million and $14.6 million, respectively. Net investment income decreased for the three months ended June 30, 2025 from the three months ended June 30, 2024 primarily due to an increase in total operating expenses, offset by an increase in investment income. Net investment income per share for the three months ended June 30, 2025 and 2024 was $0.38 and $0.37, respectively.
Current wording
Net investment income for the three months ended September 30, 2025 and 2024 was $15.7 million and $15.9 million, respectively. Net investment income decreased for the three months ended September 30, 2025 from the three months ended September 30, 2024 primarily due to an increase in total operating expenses, offset by an increase in investment income. Net investment income per share for the three months ended September 30, 2025 and 2024 was $0.43 and $0.41, respectively.
Previous wording
Net investment income for the six months ended June 30, 2025 and 2024 was $29.5 million and $33.3 million, respectively. Net investment income decreased for the six months ended June 30, 2025 from the six months ended June 30, 2024 primarily due to a decrease in investment income. Net investment income per share for the six months ended June 30, 2025 and 2024 was $0.79 and $0.84, respectively.
Current wording
Net investment income for the nine months ended September 30, 2025 and 2024 was $45.3 million and $49.1 million, respectively. Net investment income decreased for the nine months ended September 30, 2025 from the nine months ended September 30, 2024 primarily due to a decrease in investment income. Net investment income per share for the nine months ended September 30, 2025 and 2024 was $1.23 and $1.25, respectively.
Previous wording
The net realized loss on investments of $1.5 million for the three months ended June 30, 2025 was attributable to a realized loss on our senior secured term loan investment in JobGet Holdings, Inc. (fka Snagajob.com, Inc.) upon conversion to equity. There were no net realized gains or losses on investments for the three months ended June 30, 2024.
Current wording
The net realized loss on investments of $1.3 million for the three months ended September 30, 2025 was attributable to a realized losses on our investments in zSpace, Inc. common stock, Madison Reed, Inc. success fee, and Interactions Corporation warrant. There were no net realized gains or losses on investments for the three months ended September 30, 2024.
Previous wording
The net realized loss on investments of $4.5 million for the six months ended June 30, 2025 was attributable to a realized gain on our investment in Gynesonics, Inc. partially offset by realized losses on our investments in Quantum Corporation and JobGet Holdings, Inc. (fka Snagajob.com, Inc.). There were no net realized gains or losses on investments for the six months ended June 30, 2024.
Current wording
The net realized gain on investments of $3.2 million for the nine months ended September 30, 2025 was attributable to a realized gain on our investment in Gynesonics, Inc. partially offset by realized losses on our investments in Quantum Corporation common stock, JobGet Holdings, Inc. (fka Snagajob.com, Inc.), and zSpace, Inc. common stock. There were no net realized gains or losses on investments for the nine months ended September 30, 2024.
Previous wording
Net change in unrealized gain on investments of $4.4 million for the three months ended June 30, 2025 was primarily due to an increase in fair value of our investments in Blueshift Labs, Inc, Hurricane Cleanco Limited, FiscalNote Inc., and Kin Insurance, Inc. The increase in fair value was partially offset by a decrease in the fair value of our investments in 3PL Central LLC and Marley Spoon SE. Net change in unrealized loss on investments of $6.3 million for the three months ended June 30, 2024 was primarily due to a decrease in the fair value of our convertible note investment in Snagajob.com, Inc., our senior secured loans to Snagajob.com, Inc., Vesta Payment Solutions, Inc., and FiscalNote, Inc., offset by increases in our preferred stock investment in Carecloud, Inc., and our senior secured loan to Cloudpay, Inc.
Current wording
Net change in unrealized loss on investments of $6.4 million for the three months ended September 30, 2025 was primarily due to a decrease in fair value on our investments in Blueshift Labs, Inc., Kin Insurance, Inc., and JobGet Holdings, Inc. (fka Snagajob.com, Inc.), partially offset by an increase in the fair value of our investments in Piano Software, Inc. In addition, we had releases of prior unrealized gains and losses on our investments in zSpace,Inc., Nalu Medical Inc., Interactions Corporation, and FiscalNote, Inc. Net change in unrealized gain on investments of $9.2 million for the three months ended September 30, 2024 was primarily due to an increase in the fair value of our senior secured loans to Gynesonics, Inc. and Snagajob.com, Inc., our preferred stock investments in Gynesonics, Inc., and CareCloud, Inc., offset by decreases in fair value of our senior secured loans to Vesta Payment Solutions, Inc., VTX Intermediate Holdings, Inc., 3PL Central LLC, and Blueshift Labs, Inc., as well as a release of prior unrealized gain on the senior secured loan to CloudPay, Inc.
Previous wording
Net change in unrealized loss on investments of $15.4 million for the six months ended June 30, 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, accompanied by an increase in fair value of our investments in Blueshift Labs, Inc., Hurricane Cleanco Limited, FiscalNote Inc., and Kin Insurance, Inc. The net change in unrealized loss on investments of $12.9 million for the six months ended June 30, 2024 was primarily due to a decrease in the fair value of our convertible note and senior secured loan to Snagajob.com, Inc., our senior secured loans to FiscalNote, Inc., and Vesta Payment Solutions, Inc., and our common stock investment in Coginiti Corp.
Current wording
Net change in unrealized loss on investments of $21.8 million for the nine months ended September 30, 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, 3PL Central, LLC., and Blueshift Labs, Inc. The decrease in fair value was partially offset by an increase in fair value of our investments in Hurricane Cleanco Limited and Brivo, Inc and a release of prior unrealized loss on our investments in Quantum Corporation and FiscalNote Inc. The 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.
Previous wording
We had a net increase in net assets resulting from operations of $16.8 million for the three months ended June 30, 2025 when compared to a net increase in net assets resulting from operations of $8.3 million for the three months ended June 30, 2024.
Current wording
We had a net increase in net assets resulting from operations of $8.0 million for the three months ended September 30, 2025 when compared to a net increase in net assets resulting from operations of $25.0 million for the three months ended September 30, 2024.
Previous wording
We had a net decrease in net assets resulting from operations of $18.7 million for the six months ended June 30, 2025 when compared to a net increase in net assets resulting from operations of $20.3 million for the six months ended June 30, 2024.
Current wording
We had a net decrease in net assets resulting from operations of $26.7 million for the nine months ended September 30, 2025 when compared to a net increase in net assets resulting from operations of $45.4 million for the nine months ended September 30, 2024.
Previous wording
During the three and six months ended June 30, 2025 and 2024, we primarily 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.
Current wording
During the three and nine months ended September 30, 2025 and 2024, we primarily 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 six months ended June 30, 2025, our operating activities provided $73.3 million of cash and cash equivalents, compared to $30.0 million in cash and cash equivalents provided by operating activities during the six months ended June 30, 2024. The $43.3 million increase in cash and cash equivalents provided by operating activities was primarily due to a decrease in purchases of investments.
Current wording
During the nine months ended September 30, 2025, our operating activities provided $165.7 million of cash and cash equivalents, compared to $55.9 million in cash and cash equivalents provided by operating activities during the nine months ended September 30, 2024. The $109.8 million increase in cash and cash equivalents provided by operating activities was primarily due to a decrease in purchases of investments and an increase in sales and repayments of investments.
Previous wording
During the six months ended June 30, 2025, our financing activities used $73.1 million of cash and cash equivalents, compared to $24.1 million of cash and cash equivalents used in financing activities during the six months ended June 30, 2024. The $48.9 million increase in cash and cash equivalents used in financing activities was primarily due to decreased net borrowing activity of $72.0 million offset by an increase in share repurchases of $23.5 million.
Current wording
During the nine months ended September 30, 2025, our financing activities used $163.5 million of cash and cash equivalents, compared to $55.2 million of cash and cash equivalents used in financing activities during the nine months ended September 30, 2024. The $108.3 million increase in cash and cash equivalents used in financing activities was primarily due to decreased net borrowing activity of $138.0 million offset by an increase in share repurchases and a decrease in dividends paid to stockholders.
Previous wording
As of June 30, 2025, our net assets totaled $498.9 million, with a net asset value per share of $13.66. 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 September 30, 2025, our net assets totaled $489.5 million, with a net asset value per share of $13.55. 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 June 30, 2025, we had $297.0 million in available liquidity, including $6.0 million in cash and cash equivalents, and $291.0 million available under our Credit Facility, subject to borrowing base capacity. As of June 30, 2025, we had $259.0 million of secured debt outstanding under our Credit Facility, which is a floating interest rate obligation and $264.3 million of unsecured debt outstanding under the 2026, 2027, and 2028 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 September 30, 2025, we had $371.9 million in available liquidity, including $7.9 million in cash and cash equivalents, and $364.0 million available under our Credit Facility, subject to borrowing base capacity. As of September 30, 2025, we had $186.0 million of secured debt outstanding under our Credit Facility, which is a floating interest rate obligation and $264.3 million of unsecured debt outstanding under the 2026, 2027, and 2028 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%. As of June 30, 2025 and December 31, 2024, our asset coverage ratio was 195% and 192%, 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 September 30, 2025 and December 31, 2024, our asset coverage ratio was 209% and 192%, respectively.
Previous wording
Our significant contractual payment obligations relate to our borrowings and deferred incentive fees. As of June 30, 2025, we had $523.3 million in debt outstanding, $25.0 million of which was due within the next year, $239.3 million within 1 to 3 years, and $259.0 million beyond 3 years. As of June 30, 2025, we had $12.2 million of deferred incentive fees, $3.9 million of which was due within the next year, $5.8 million within 1 to 3 years, and $2.5 million beyond 3 years.
Current wording
Our significant contractual payment obligations relate to our borrowings and deferred incentive fees. As of September 30, 2025, we had $450.3 million in debt outstanding, $25.0 million of which was due within the next year, $239.3 million within 1 to 3 years, and $186.0 million beyond 3 years. As of September 30, 2025, we had $11.5 million of deferred incentive fees, $4.1 million of which was due within the next year, $4.4 million within 1 to 3 years, and $3.1 million beyond 3 years.
Previous wording
Our unfunded commitments may be significant from time to time. As of June 30, 2025, we had a total of $164.9 million in unfunded commitments which was comprised of $135.5 million to provide debt financing to our 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 June 30, 2025, we had $35.7 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 June 30, 2025.
Current wording
Our unfunded commitments may be significant from time to time. As of September 30, 2025, we had a total of $143.7 million in unfunded commitments which was comprised of $120.9 million to provide debt financing to our portfolio companies and $22.7 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 September 30, 2025, we had $30.3 million of available unfunded commitments to portfolio companies that are eligible to be drawn based on achieved milestones and $22.7 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, 2025.
Previous wording
On May 7, 2025, our Board of Directors approved a share repurchase program (the "Fourth Repurchase Program"), under which we may 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. If not renewed, the Fourth Repurchase Program will terminate upon the earlier of (i) May 7, 2026 or (ii) the repurchase of $25.0 million of our shares of common stock. From the inception of the Fourth Repurchase Program through June 30, 2025, we repurchased 815,408 shares for an aggregate purchase price of $8.1 million.
Current wording
On May 7, 2025, our Board of Directors approved a share repurchase program (the "Fourth Repurchase Program"), under which we may 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. If not renewed, the Fourth Repurchase Program will terminate upon the earlier of (i) May 7, 2026 or (ii) the repurchase of $25.0 million of our shares of common stock. From the inception of the Fourth Repurchase Program through September 30, 2025, we repurchased 1,213,391 shares for an aggregate purchase price of $12.5 million.
Previous wording
During the three and six months ended June 30, 2025, we declared dividends in the amount of $13.1 million and $26.5 million, respectively, of which $12.8 million and $26.0 million, respectively, were distributed in cash with the remainder distributed in the form of 60,716 and 60,716 shares, respectively, of the our common stock purchased by us in the open market and distributed to stockholders pursuant to the Dividend Reinvestment Plan. For the three and six months ended June 30, 2024, we declared and paid dividends in the amount of $18.5 million and $37.6 million, respectively, of which $18.2 million and $37.0 million, respectively, were distributed in cash with the remainder distributed in the form of 24,066 and 44,597 shares, respectively, of the our common stock purchased by us in the open market and distributed to stockholders pursuant to the Dividend Reinvestment Plan.
Current wording
During the three and nine months ended September 30, 2025, we declared dividends and paid in the amount of $13.0 million and $39.5 million, respectively, of which $12.8 million and $38.7 million, respectively, were distributed in cash with the remainder distributed in the form of 20,887 and 81,603 shares, respectively, of our common stock purchased by us in the open market and distributed to stockholders pursuant to our Dividend Reinvestment Plan. 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 with the remainder distributed in the form of 26,565 and 71,162 shares, respectively, of our common stock purchased by us in the open market and distributed to stockholders pursuant to our Dividend Reinvestment Plan.
Previous wording
On August 6, 2025, our Board of Directors declared a regular distribution of $0.33 per share and a supplemental distribution of $0.03 per share for our stockholders of record as of August 18, 2025, each payable on or before September 2, 2025.
Current wording
On November 5, 2025, our Board of Directors declared a quarterly distribution of $0.33 per share for our stockholders of record as of November 17, 2025, payable on or before December 3, 2025.
Previous wording
From July 1, 2025 through August 7, 2025, we completed $20.0 million of additional debt commitments, of which $16.8 million was funded upon closing. In addition, we funded $0.3 million in unfunded commitments on existing investments. We also received $22.4 million in debt prepayments and $0.2 million in proceeds from the sale of equity positions.
Current wording
From October 1, 2025 through November 6, 2025,we completed $12.0 million of additional debt commitments. In addition, we funded $1.2 million in unfunded commitments on existing investments. We also received $0.9 million in debt prepayments.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
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