Runway Growth Finance Corp.

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

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

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the impact of interest and inflation rates on our business prospects and the prospects of our portfolio companies;

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the impact of changes in interest and inflation rates on our business prospects and the prospects of our portfolio companies;

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the effect of legal, tax, and regulatory changes; and

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the effect of legal, tax, and regulatory changes;

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

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 annual report on Form 10‑K should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in "Risk Factors" in Part I, Item 1A of this Form 10‑K.

Previous wording

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

Current wording

Runway Growth Finance Corp. ("we," "us," or "our,"), a Maryland corporation formed on August 31, 2015, is structured as an externally managed, non-diversified closed-end management investment company. On August 18, 2021, we changed our name to "Runway Growth Finance Corp." from "Runway Growth Credit Fund Inc." We are a specialty finance company focused on providing senior secured loans to high growth-potential companies in technology, healthcare, business services, financial services, select consumer services and products and other high-growth industries. Our goal is to create significant value for our stockholders and the entrepreneurs we support by providing high growth-potential companies with hybrid debt and equity financing that is more flexible than traditional credit and less dilutive than equity. Our investment objective is to maximize our total return to our stockholders primarily through current income on our loan portfolio, and secondarily through capital gains on our warrants and other equity positions. Certain of the loans in which we may invest or obtain exposure to through our investments in structured securities may be deemed "Covenant-Lite Loans," which means the loans contain fewer or no maintenance covenants compared to other loans and do not include terms which allow the lender to declare a default if certain covenants are breached. We are managed by Runway Growth Capital, an experienced provider of growth financing for dynamic, late and growth-stage companies. As of December 31, 2025, we had an investment portfolio of $927.4 million at fair value, and a net asset value of $485.0 million. Our offices are in Chicago, Illinois; Menlo Park, California; and New York, New York.

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 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.

Current wording

We have elected to be regulated as a 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 RIC under subchapter M of 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.

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

We are an "emerging growth company," as defined in the JOBS Act. We expect to remain an emerging growth company until December 31, 2026, 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. During the time that we are an emerging growth company under the JOBS Act, we will be subject to reduced public company reporting requirements. When we are no longer an emerging growth company, we will be subject to additional public company reporting requirements, including auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, and we will no longer be able to take advantage of the extended transition periods available to emerging growth companies for complying with new or revised accounting standards.

Previous wording

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

Current wording

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

Previous wording

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

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. On September 12, 2025, we, RGC and certain Affiliates applied for a new co-investment exemptive order from the SEC. There can be no assurances that the SEC will grant such relief. See "Business – Exemptive Relief" in Part I, Item 1 of this Form 10-K for additional information.

Previous wording

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

Current wording

As of December 31, 2025, we had investments in 56 companies, representing 23 companies in which we held a combination of debt and equity investments, eight companies in which we held debt investments only, 23 companies in which we held equity investments only, and two companies in which we held equity interests only. At December 31, 2024, we had investments in 57 companies, representing 28 companies in which we held debt and equity investments, four companies in which we held debt investments only, 23 companies in which we held equity investments only, and two companies in which we held equity interests only.

Previous wording

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

Current wording

For the years ended December 31, 2025, December 31, 2024, and December 31, 2023, our debt investment portfolio had a dollar-weighted annualized yield of 14.6%, 14.9%, and 15.8%, respectively. We calculate the yield on dollar-weighted debt investments for any period measured as (1) total related investment income during the period divided by (2) the daily average of the fair value of debt investments outstanding during the period, including any debt investments on non-accrual status. As of December 31, 2025, our debt investments had a dollar-weighted average term of 53 months at origination and a dollar-weighted average remaining term of 31 months, or approximately 2.6 years. As of December 31, 2025, substantially all of our debt investments had a committed principal amount of between $2.0 million and $68.5 million and pay cash interest at annual interest rates of between 6.3% and 14.3%.

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. For the year ended December 31, 2024, we funded $220.4 million in 8 new portfolio companies, $5.6 million in one joint venture, and $28.1 million in 6 existing portfolio companies, net of upfront loan origination fees and refinances. We also received $224.4 million in sales and prepayments from 9 portfolio companies and $4.8 million in scheduled principal payments from two portfolio companies. There was $2.0 million in proceeds from the termination of warrants, sale of preferred stock, sale of equity interest, or sale of common stock during the year ended December 31, 2024. For the year ended December 31, 2023 we funded $82.7 million in four new portfolio companies, and $117.8 million in 14 existing portfolio companies, net of upfront loan origination fees and refinances. We also received $289.0 million in loan sales and prepayments from 12 portfolio companies and $7.3 million in scheduled principal payments from three portfolio companies. There was $44.0 thousand in proceeds from the termination of warrants, sale of preferred stock, sale of equity interest, or sale of common stock during the year ended December 31, 2023.

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. For the year ended December 31, 2025, we funded $85.2 million in seven new portfolio companies and $65.1 million in nine existing companies, including one joint venture, net of upfront loan origination fees and refinances. We also received $11.6 million in scheduled principal repayments from five portfolio companies as well as $287.0 million in sales and prepayments, which is comprised of (i) $248.4 million in loan proceeds from 13 portfolio companies and (ii) $38.6 million in proceeds from the sale of equity investments during the year ended December 31, 2025. For the year ended December 31, 2024, we funded $220.4 million in eight new portfolio companies, $5.6 million in one joint venture, and $28.1 million in six existing portfolio companies, net of upfront loan origination fees and refinances. We also received $4.8 million in scheduled principal repayments from two portfolio companies as well as $226.4 million in sales and prepayments, which is comprised of (i) $224.4 million in loan proceeds from nine portfolio companies and (ii) $2.0 million in proceeds from the sale of equity investments during the year ended December 31, 2024.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

The following table shows the investment ratings of our debt investments at fair value as of December 31, 2025 and December 31, 2024 (in thousands):

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 upon restructuring such that the interest income is deemed to be collectible. As of December 31, 2024, we had two senior secured term loans on non-accrual status; one loan to Mingle Healthcare Solutions, Inc. with a cost basis of $5.0 million and a fair value of $2.1 million, and one loan to JobGet Holdings, Inc. (fka Snagajob, Inc.), with a cost basis of $3.8 million and a fair value of $3.4 million, which together represent 0.5% our total investment portfolio. From being placed on non-accrual status through December 31, 2024, cumulative interest of $0.7 million would be receivable from Mingle Healthcare Solutions, Inc. and was not recorded in Interest income on the Consolidated Statements of Operations. From being placed on non-accrual status through December 31, 2024, cumulative interest of $4.2 million would be receivable from JobGet Holdings, Inc. (fka Snagajob, Inc.) and $0.3 million OID would be accreted into the cost basis, for a total of $4.5 million that was not recorded in Interest income on the Consolidated Statements of Operations. As of December 31, 2024, we had reversed interest income of $0.3 million related to the senior secured term loans on non-accrual status. As of December 31, 2023, we had no loans on non-accrual status and had not written off any accrued and uncollected interest income.

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

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

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

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

Current wording

The following table compares the results of our operations for the years ended December 31, 2025, 2024, and 2023 (in thousands):

Previous wording

The basic per share figures noted above are based on weighted averages of 38,852,271, 40,509,269, and 40,971,242 shares outstanding for the years ended December 31, 2024, 2023, and 2022, respectively.

Current wording

The basic per share figures noted above are based on weighted averages of 36,697,936, 38,852,271, and 40,509,269 shares outstanding for the years ended December 31, 2025, 2024, and 2023, 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 global loan originations will generally range from between $30-$150 million, with the Company's allocation being in the range of $20-$45 million.

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

Wegenerate revenue in the form of interest on the debt securities that we hold and distributions and capital gains on other interests that we acquire in our portfolio companies. We expect that the debt we invest in will generally have stated terms of 36 to 60 months. Interest on debt securities is generally payable monthly, primarily based on a floating rate index, and subject to certain floors determined by market rates at the time the investment is made. In some cases, some of our investments may provide for deferred interest payments or PIK interest. The principal amount of the debt securities and any accrued but unpaid interest will become due at the maturity date. Any original issue discount ("OID") or market discount or premium will be capitalized, and we will accrete or amortize such amounts as interest income. We record prepayment fees on debt investments as fee income. Dividend income, if any, will be recognized on an accrual basis to the extent that we expect to collect such amounts.

Current wording

We generate revenue in the form of interest on the debt securities that we hold and distributions and capital gains on other interests that we acquire in our portfolio companies. We expect that the debt we invest in will generally have stated terms of 36 to 60 months. Interest on debt securities is generally payable monthly, primarily based on a floating rate index, and subject to certain floors determined by market rates at the time the investment is made. In some cases, some of our investments may provide for deferred interest payments or PIK interest. The principal amount of the debt securities and any accrued but unpaid interest will become due at the maturity date. Any original issue discount ("OID") or market discount or premium will be capitalized, and we will accrete or amortize such amounts as interest income. We record prepayment fees on debt investments as fee income. Dividend income, if any, will be recognized on an accrual basis to the extent that we expect to collect such amounts.

Previous wording

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

Current wording

Investment income for the year ended December 31, 2025, 2024 and 2023 was $137.3 million, $144.6 million, and $164.2 million, respectively, and includes non-recurring income of $8.4 million, $6.2 million, and $11.4 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 year ended December 31, 2025 compared to the year ended December 31, 2024 was primarily due to decreased interest income from falling interest rates and a decrease in the average outstanding principal on interest-earning debt investments. The decrease in investment income for the year ended December 31, 2024 compared to the year ended December 31, 2023 was primarily due to decreased interest income and payment-in-kind interest income.

Previous wording

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

Current wording

Operating expenses for the years ended December 31, 2025, 2024 and 2023 were $80.4 million, $80.9 million, and $85.9 million, respectively. Operating expenses decreased for the year ended December 31, 2025 from the year ended December 31, 2024, primarily due to a decrease in interest and other debt financing expenses partially offset by an increase in administration agreement expenses, excise tax expenses, and directors fees. Operating expenses decreased for the year ended December 31, 2024 from the year ended December 31, 2023, primarily due to a decrease in performance-based incentive fees and management fees. Operating expenses per share for the years ended December 31, 2025, 2024 and 2023 were $2.20 per share, $2.08 per share and $2.12 per share, respectively.

Previous wording

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

Current wording

Incentive fees for the years ended December 31, 2025, 2024, and 2023 were $14.5 million, $14.6 million and $19.0 million, respectively. Incentive fees remained relatively unchanged for the year ended December 31, 2025 as compared to the year ended December 31, 2024. Incentive fees decreased for the year ended December 31, 2024 from the year ended December 31, 2023 due to a decrease in net investment income. For the year ended December 31, 2025, $12.4 million of the incentive fees were payable in cash and $2.1 million were deferred and accrued. For the year ended December 31, 2024, $13.6 million of the incentive fees were payable in cash and $1.0 million were deferred and accrued. For the year ended December 31, 2023, $14.9 million of the incentive fees were payable in cash and $4.1 million were deferred and accrued. Incentive fees per share for the years ended December 31, 2025, 2024, and 2023 were $0.39 per share, $0.38 per share, and $0.47 per share, respectively.

Previous wording

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

Current wording

Net investment income for the years ended December 31, 2025, 2024 and 2023 was $56.9 million, $63.8 million, and $78.3 million, respectively. Net investment income decreased for the year ended December 31, 2025 from the year ended December 31, 2024 primarily due to a decrease in investment income resulting from declining interest rates and a decrease in the average outstanding principal on interest-earning debt investments. Net investment income decreased for the year ended December 31, 2024 from the year ended December 31, 2023 primarily due to a decrease in investment income resulting from a decrease in the average outstanding principal on interest-earning debt investments and declining interest rates, partially offset by decreased performance-based incentive fees and management fees. Net investment income per share for the years ended December 31, 2025, 2024 and 2023 was $1.55 per share, $1.64 per share and $1.93 per share, respectively.

Previous wording

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

Current wording

The net realized gain on investments of $2.8 million for the year ended December 31, 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.) term loan, zSpace, Inc. common stock, and Epic IO and Vero Biotech success fees. The net realized loss on investments of $2.9 million for the year ended December 31, 2024 was attributable to losses in our senior secured term loan and convertible note to Jobget Holdings, Inc (fka Snagajob, Inc.), offset by a gain on the exercise of Dtex, Inc. warrants into preferred stock and subsequent sale. The net realized loss on investments of $18.4 million for the year ended December 31, 2023 was attributable to losses in our loan to Pivot3, Inc. that was previously on non-accrual status, as well as our warrant investments in CareCloud, Inc. and Gynesonics, Inc.

Previous wording

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

Current wording

Net change in unrealized loss on investments of $25.7 million for the year ended December 31, 2025 was primarily due to a release of prior unrealized gain on our preferred stock investment in Gynesonics, Inc. and a decrease in the fair value of our preferred stock investment in JobGet Holdings, Inc. (fka Snagajob.com, Inc.) and a decrease in fair value of our senior secured loans to 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 senior secured loans to Piano Software, Inc., Autobooks, Inc., FiscalNote, Inc., and Brivo, Inc. and a release of prior unrealized loss on our common stock investment in Quantum Corporation. Net change in unrealized gain on investments of $12.8 million for the year ended December 31, 2024 was primarily due to an increase in the fair value of our senior secured loans to Gynesonics, Inc., our preferred stock investments in Gynesonics, Inc. and CareCloud, Inc., as well as a release of prior unrealized loss on the senior secured loan to Jobget Holdings, Inc. (fka Snagajob, Inc.), offset by decreases in fair value of our senior secured loans to Vesta Payment Solutions, Inc., Mingle Healthcare Solutions, Inc., 3PL Central LLC (dba Extensiv), Marleyspoon SE, and Blueshift Labs, Inc. Net change in unrealized loss on investments of $15.5 million for the year ended December 31, 2023 was primarily attributable to decreases in the fair value of CareCloud, Inc. and Gynesonics Inc. preferred stock, a decrease in the fair value of FiscalNote, Inc. common stock, decreases in the fair value of Aria Systems, Inc., INRIX, Inc., and ShareThis, Inc. warrants, and decreases in the fair value of our senior secured term loans to Gynesonics, Inc., FiscalNote, Inc., and Snagajob.com Inc., offset by an increase in fair value of Route 92 Medical, Inc. senior secured term loan and a release in prior unrealized loss in our loan to Pivot 3, Inc.

Previous wording

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

Current wording

We had a net increase in net assets resulting from operations of $34.0 million for the year ended December 31, 2025, when compared to a net increase in net assets resulting from operations of $73.6 million and $44.3 million for the years ended December 31, 2024 and December 31, 2023, respectively.

Previous wording

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

Current wording

During the year ended December 31, 2025, 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, (iii) net borrowings under our Credit Facility and (iv) net proceeds from our April 2028 Notes which replaced our December 2026 Notes and our August 2027 Notes.

Previous wording

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

Current wording

During the year ended December 31, 2025, our operating activities provided $186.3 million of cash and cash equivalents, compared to $69.8 million in cash and cash equivalents provided operating activities during the year ended December 31, 2024. The $116.6 million increase in cash and cash equivalents provided by operating activities from December 31, 2024 to December 31, 2025 was primarily due to a $103.8 million decrease in purchases of investments and a $25.4 million increase in sales and repayments of investments and U.S. Treasury Bills.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

As of December 31, 2025, we had $395.2 million in available liquidity, including $18.2 million in cash and cash equivalents, and $377.0 million available under our Credit Facility, subject to borrowing base capacity. As of December 31, 2025, we had $173.0 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" of our consolidated financial statements in Part II, Item 8 of this Form 10-K 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 unless, immediately after the borrowings or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock is at least 150% (at least 200% prior to June 17, 2022). As of December 31, 2024 and December 31, 2023, our asset coverage ratio was 192% and 205%, respectively.

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 December 31, 2025 and December 31, 2024, our asset coverage ratio was 211% and 192%, respectively.

Previous wording

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

Current wording

Our significant contractual payment obligations relate to our borrowings and deferred incentive fees. As of December 31, 2025, we had $437.3 million in debt outstanding, $25.0 million of which is due within the next year, $239.3 million is due within one to three years, and $173.0 million is due beyond three years. As of December 31, 2025, we had $12.2 million of deferred incentive fees, $4.2 million of which is due within the next year, $5.3 million is due within one to three years, and $2.7 million is due beyond three years. Refer to "Note 13 – Subsequent Events" of our consolidated financial statements in Part II, Item 8 of this Form 10-K for more information.

Previous wording

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

Current wording

Our unfunded commitments may be significant from time to time. As of December 31, 2025, we had a total of $145.5 million in unfunded commitments which was comprised of $122.8 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 December 31, 2025, we had $32.4 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, Contingencies, and Off-Balance Sheet Arrangements" of our consolidated financial statements in Part II, Item 8 of this Form 10-K for a summary of unfunded commitments by portfolio company as of December 31, 2025.

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 December 31, 2024, we had repurchased 1,199,867 shares in connection with the Third Repurchase Program for an aggregate purchase price of $12.5 million.

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 December 31, 2025, we repurchased 1,213,391 shares for an aggregate purchase price of $12.5 million.

Previous wording

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

Current wording

For the year ended December 31, 2025, we declared and paid dividends in the amount of $51.4 million, of which $50.4 million was distributed in cash, with the remainder distributed in the form of 104,804 shares of our common stock purchased by us in the open market and distributed to stockholders pursuant to our dividend reinvestment plan (the "Dividend Reinvestment Plan"). For the year ended December 31, 2024, we declared and paid dividends in the amount of $69.9 million, of which $68.7 million was distributed in cash, with the remainder distributed in the form of 96,092 shares of our common stock purchased by us in the open market and distributed to stockholders pursuant to our Dividend Reinvestment Plan. For the year ended December 31, 2023, we declared and paid dividends in the amount of $73.3 million, of which $70.8 million was distributed in cash, with the remainder distributed in the form of 204,658 shares of our common stock purchased by us in the open market and distributed to stockholders pursuant to our Dividend Reinvestment Plan.

Previous wording

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

Current wording

The preparation of the consolidated financial statements and related disclosures in conformity with U.S. GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and revenues and expenses during the period reports. On an ongoing basis, our management evaluates its estimates and assumptions, which are based on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could materially differ from those estimates, including as a result of changes in the economic environment, financial markets, and any other parameters used in determining such estimates. Changes in our estimates and assumptions could materially impact our results of operations and financial condition. Our critical accounting estimates, including those relating to valuations of our investment portfolio, are described below. The critical accounting estimates should be read in conjunction with our risk factors as disclosed in "Item 1A. Risk Factors." Please refer to "Note 2– Summary of Significant Accounting Policies" to our consolidated financial statements in Part II, Item 8 of this Form 10-K for a discussion of our significant accounting policies. We consider the most significant critical accounting estimates and significant accounting policies to be those related to the valuation of our investment portfolio (Fair Value Measurements).