Runway Growth Finance Corp.
For the period ended Mar 31, 2026. Filed May 7, 2026.
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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.
Mar 31, 2026 · Filed May 7, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-07.
0001193125-26-211877
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 148 previous paragraphs and 154 current paragraphs.
86 unchanged; 39 reworded; 28 added; 19 removed; 4 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 (28)
Current report
Management fees for the three months ended March 31, 2026 and 2025 were $3.6 million and $4.0 million, respectively. Management fees decreased for the three months ended March 31, 2026 from the three months ended March 31, 2025 due to decreased average daily gross assets. Management fees per share for the three months ended March 31, 2026 and 2025 were $0.10 and $0.11 per share, respectively. For the three months ended March 31, 2026, RGC earned base management fees at an annual rate of 1.50%. During the quarter ended December 31, 2025, ending gross assets temporarily fell below $1.0 billion, increasing the quarterly rate from 0.375% to 0.40%. With Board approval, RGC voluntarily waived the incremental fee for that period. The waiver was not subject to recoupment and did not amend the Advisory Agreement. Total fees waived for the quarter ended March 31, 2026 were approximately $240.8 thousand. For the three months ended March 31, 2025, RGC earned base management fees at an annual rate of 1.50%.
Current report
On May 5, 2026, our Board of Directors approved a share repurchase program (the "New Repurchase Program"), under which we may repurchase up to $15.0 million of our outstanding shares of common stock. Under the New Repurchase Program, purchases may be made at management’s discretion from time to time in open-market transactions, in accordance with all applicable securities laws and regulations. If not renewed, the New Repurchase Program will terminate upon the earlier of (i) May 7, 2027 or (ii) the repurchase of $15.0 million of our outstanding shares of common stock.
Current report
Cumulative repurchases under all repurchase programs totaled 5,246,541 shares at an aggregate purchase price of $59.3 million.
Current report
Investment Valuation
Current report
The most significant estimate inherent in the preparation of our consolidated financial statements is the valuation of investments and the related amounts of unrealized appreciation and depreciation of investments recorded. We measure the value of its financial instruments at fair value in accordance with ASC Topic 820, Fair Value Measurements and Disclosure ("ASC 820"), issued by the FASB. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Our investment portfolio is reported at fair value on our consolidated statements of assets and liabilities. All assets and liabilities approximate fair value on our consolidated statements of assets and liabilities, with the exception of our borrowings, which are reported at amortized cost. For more information on financial instruments reported at cost, refer to "Note 5 – Fair Value of Financial Instruments" of our consolidated financial statements in Part I, Item 1 of this Form 10-Q.
Current report
ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. ASC 820 also provides guidance regarding a fair value hierarchy, which prioritizes information used to measure fair value and the effect of fair value measurements on earnings and provides for enhanced disclosures determined by the level within the hierarchy of information used in the valuation. In accordance with ASC 820, these inputs are summarized in the three levels listed below:
Current report
Level 1 - Valuations are based on quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date.
Current report
Level 2 - Valuations are based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly and model-based valuation techniques for which all significant inputs are observable.
Current report
Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models incorporating significant unobservable inputs, such as discounted cash flow models and other similar valuations techniques. The valuation of Level 3 assets and liabilities generally requires significant management judgment due to the inability to observe inputs to valuation.
Current report
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, a financial instrument's level within the fair value hierarchy is based on the lowest level of observable or unobservable input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the instrument.
Current report
Under ASC 820, the fair value measurement also assumes that the transaction to sell an asset or liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset, which may be a hypothetical market, and excludes transaction costs. The principal market for any asset or liability is the market with the greatest volume and level of activity for such asset or liability in which the reporting entity would or could sell or transfer the asset or liability. In determining the principal market for an asset or liability under ASC 820, it is assumed that the reporting entity has access to such market as of the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable and willing and able to transact.
Current report
Rule 2a-5 under the 1940 Act established additional requirements for determining the fair value of our investments in good faith for purposes of the 1940 Act. Rule 2a-5 permits boards, in compliance with certain conditions, to designate certain parties to perform fair value determinations, subject to board oversight. Rule 2a-5 also defines when market quotations are "readily available" for purposes of the 1940 Act and the threshold for determining whether a fund must determine the fair value of a security. Rule 31a-4 under the 1940 Act established additional recordkeeping requirements related to fair value determinations. Although we adopted certain revisions to its valuation policies and procedures to comply with Rule 2a-5 and Rule 31a-4, the Board of Directors has not elected to designate a valuation designee. See "Note 2 – Summary of Significant Accounting Policies" for additional information on our valuation process and procedures.
Current report
The Board of Directors makes fair value determinations on a quarterly basis and any other time when a decision regarding the fair value of the portfolio investments is required. There is no single standard for determining the fair value of investments that do not have an active public market. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. A determination of fair value of investments, particularly those of privately held companies, involves subjective judgments and estimates and depends on the facts and circumstances, including at discrete points in time. In some cases, the fair value of such investments is best expressed as a range of values derived utilizing different methodologies from which a fair value may then be determined. Due to the inherent uncertainty of determining the fair value of portfolio investments that do not have a readily available market value, the fair value of the investments may fluctuate from period to period and/or differ, significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. The carrying amounts of our financial instruments, consisting of cash, investments, receivables, payables and other liabilities approximate the fair values of such items due to the short-term nature of these instruments.
Current report
On May 5, 2026, our Board of Directors approved a share repurchase program (the "New Repurchase Program"), under which we may repurchase up to $15.0 million of our outstanding shares of common stock. Under the New Repurchase Program, purchases may be made at management’s discretion from time to time in open-market transactions, in accordance with all applicable securities laws and regulations. If not renewed, the New Repurchase Program will terminate upon the earlier of (i) May 7, 2027 or (ii) the repurchase of $15.0 million of our outstanding shares of common stock.
Current report
Retirement and Appointment of Certain Officers
Current report
The Company
Current report
On May 5, 2026, Thomas B. Raterman notified our Board of Directors that he would retire from his positions as our Chief Operating Officer, Chief Financial Officer, Treasurer and Corporate Secretary effective as of the close of business on June 30, 2026, at which time he will become Vice Chairman of RGC. In that role, he will focus on strategic initiatives that include portfolio optimization, platform-level mergers and acquisitions, capital markets transactions, and capital formation. Mr. Raterman will also continue to serve as a member of the investment committee of RGC.
Current report
On May 5, 2026, our Board of Directors elected Carmela Thomson to serve as our Chief Financial Officer, Treasurer and Corporate Secretary effective as of the close of business on June 30, 2026.
Current report
Please refer to “Part II, Item 5. Other Information” for additional information.
Current report
The Investment Adviser
Current report
Effective as of April 6, 2026, David Spreng, our Chief Executive Officer and President, returned to his role as Chief Investment Officer of RGC in place of Greg Greifeld.
Current report
In connection with the Merger (as defined below), John David Tamas became a managing director of healthcare and life sciences investing at RGC.
Current report
Effective as of April 30, 2026, Avisha Khubani was promoted to Chief Credit Officer at RGC.
Current report
SWK Acquisition
Current report
In accordance with the terms of the Merger Agreement, at the effective time of the First Merger, each outstanding share of common stock, par value $0.001 per share, of SWK ("SWK Common Stock") was converted into the right to receive (i) either (A) 1.7264 shares of common stock, par value $0.01 per share, of ours ("Company Common Stock") or (B) $20.59 in cash (based on the election of the holder thereof in accordance with the terms of the Merger Agreement (and subject to the proration as provided therein)) plus (ii) $0.74 in cash, which represents a pro rata share of the guaranteed cash payment paid by the Adviser. As a result, we issued an aggregate of 6,330,509 shares of our common stock to SWK's former stockholders. No fractional shares were issued in the First Merger and the value of any fractional shares of Company Common Stock that a former holder of SWK Common Stock would otherwise be entitled to receive will be paid in cash.
Current report
Third Supplemental Indenture for the SWK 2027 Notes
Current report
On April 6, 2026, we entered into a third supplemental indenture (the "Third Supplemental Indenture") by and between us and Wilmington Trust, National Association (the "Trustee"), effective as of the closing of the Merger. The Third Supplemental Indenture relates to our assumption of $33.0 million in aggregate principal amount of SWK's 9.00% Senior Notes due 2027 (the "2027 Notes").
Current report
Pursuant to the Third Supplemental Indenture, we expressly assumed the obligations of SWK for the due and punctual payment of the principal of, and premium, if any, and interest on all the 2027 Notes, and the due and punctual performance and observance of all of the covenants and conditions of the indenture, dated October 3, 2023 (the "Base Indenture"), by and between SWK and the Trustee, as amended by the First Supplemental Indenture, dated as of October 3, 2023 and the Second Supplemental Indenture dated as of April 6, 2026.
Removed paragraphs (19)
Previous 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;
Previous report
any potential termination of the Merger Agreement;
Previous 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;
Previous report
the possibility that competing offers or acquisitions proposals will be made;
Previous 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.
Previous report
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 report
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 report
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 report
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 report
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 report
Repurchase Program
Previous report
SWK Agreement and Plan of Merger
Previous 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).
Previous 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.
Previous 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.
Previous 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).
Previous 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).
Previous report
Key Stockholder Agreement
Previous 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.
Reworded paragraphs (39)
Previous wording
the impact of interest and inflation rates on our business prospects and the prospects of our portfolio companies;
Current wording
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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risk that stockholders litigation in connection with Mergers may result in significant costs of defense and liability; and
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the risk that stockholders litigation in connection with Mergers may result in significant costs of defense and liability; and
Previous wording
the other risks, uncertainties and other factors we identify under "Risk Factors" in Part I, Item 1A of our annual report on Form 10-K, as modified by the Company's annual report on Form 10-K/A, for the year ended December 31, 2024, filed with the Securities and Exchange Commission (the "SEC") on March 20, 2025 and March 27, 2025, respectively, and in this quarterly report on Form 10-Q.
Current wording
the other risks, uncertainties and other factors we identify under "Risk Factors" in Part I, Item 1A of our annual report on Form 10-K, filed with the Securities and Exchange Commission (the "SEC") on March 12, 2026, and in this quarterly report on Form 10-Q.
Previous wording
Although we believe the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this quarterly report on Form 10-Q should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in "Risk Factors" in Part I, Item 1A of our annual report on Form 10-K, as modified by the Company's annual report on Form 10-K/A, for the year ended December 31, 2024, filed with the SEC on March 20, 2025 and March 27, 2025, respectively.
Current wording
Although we believe the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this quarterly report on Form 10-Q should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in "Risk Factors" in Part I, Item 1A of our annual report on Form 10-K, filed with the SEC on March 12, 2026.
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 March 31, 2026, we had an investment portfolio of $886.3 million at fair value, and a net asset value of $438.2 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 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 the regular corporate rate on any net taxable income for such taxable year. As a BDC and a RIC, we are required to comply with various regulatory requirements, such as the requirement to invest at least 70% of our assets in "qualifying assets," source-of-income limitations, asset diversification requirements, and the requirement to distribute annually at least 90% of our investment company taxable income and net tax-exempt interest.
Previous wording
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 Jumpstart Our Business Startups Act of 2012 (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, 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.
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.
Previous 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.
Current wording
At March 31, 2026, we had investments in 56 companies, representing 23 companies in which we held a combination of debt and equity investments, nine companies in which we held debt investments only, 23 companies in which we held equity investments only, and one company in which we held equity interests only. At 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.
Previous 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%.
Current wording
For the three months ended March 31, 2026, our debt investment portfolio had a dollar-weighted annualized yield of 14.2%. For thethree months ended March 31, 2025, our debt investment portfolio had a dollar-weighted annualized yield of 15.4%. We calculate the yield on dollar-weighted debt investments for any period measured as (1) total related investment income during the period divided by (2) the daily average of the fair value of debt investments outstanding during the period, including any debt investments on non-accrual status. As of March 31, 2026, our debt investments had a dollar-weighted average term of 53 months at origination and a dollar-weighted average remaining term of 29 months, or approximately 2.4 years. As of March 31, 2026, 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 14.7%.
Previous wording
The following table shows our dollar-weighted annualized yield by investment type for thethree and nine months ended September 30, 2025 and 2024:
Current wording
The following table shows our dollar-weighted annualized yield by investment type for thethree months ended March 31, 2026 and 2025:
Previous wording
The value of our investment portfolio will change over time due to changes in the fair value of our underlying investments, as well as changes in the composition of our portfolio resulting from purchases of new and follow-on investments as well as repayments and sales of existing investments. During the nine months ended September 30, 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.
Current wording
The value of our investment portfolio will change over time due to changes in the fair value of our underlying investments, as well as changes in the composition of our portfolio resulting from purchases of new and follow-on investments, as well as repayments and sales of existing investments. During the three months ended March 31, 2026, we funded $7.5 million in one new portfolio company and $10.0 million in three existing companies, net of upfront loan origination fees and refinances. We also received $1.9 million in scheduled principal repayments from four portfolio companies, as well as $17.5 million in sales and prepayments, which is comprised of (i) $15.0 million in loan proceeds from one portfolio company and (ii) $2.5 million in proceeds from the sale of equity investments. During the three months ended March 31, 2025, we funded $15.3 million in three existing portfolio companies, net of upfront loan origination fees and refinances. We also received $3.7 million in scheduled principal repayments from one portfolio company, as well as $75.0 million in sales and prepayments, which is comprised of (i) $36.9 million in loan proceeds from two portfolio companies and (ii) $38.1 million in proceeds from the sale of equity investments during the three months ended March 31, 2025.
Previous wording
The following is a reconciliation of our investment portfolio for the nine months ended September 30, 2025 and 2024 (in thousands):
Current wording
The following is a reconciliation of our investment portfolio for the three months ended March 31, 2026 and 2025 (in thousands):
Previous wording
Comparison of the Three and Nine Months Ended September 30, 2025 and 2024
Current wording
Comparison of the Three Months Ended March 31, 2026 and 2025
Previous wording
The following table compares the results of our operations for the three and nine months ended September 30, 2025 and 2024 (in thousands):
Current wording
The following table compares the results of our operations for the three months ended March 31, 2026 and 2025 (in thousands):
Previous 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.
Current wording
The basic per share figures noted above are based on weighted averages of 36,134,037 and 37,347,428 shares outstanding for the three months ended March 31, 2026 and 2025, respectively.
Previous 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.
Current wording
Investment income for the three months ended March 31, 2026 and 2025, at $29.5 million and $35.4 million, respectively, and includes non-recurring income of $1.1 million and $1.9 million, respectively. Non-recurring income includes, but is not limited to, acceleration of unaccreted OID and ETP, prepayment fees, and amendment fees.
Previous 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.
Current wording
Operating expenses for the three months ended March 31, 2026 and 2025 were $18.8 million and $19.8 million, respectively. Operating expenses decreased for the three months ended March 31, 2026 from the three months ended March 31, 2025 primarily due to a decrease in incentive fees and managements fees, partially offset by an increase in other expenses. Operating expenses per share for the three months ended March 31, 2026 and 2025 were $0.52 and $0.53, respectively.
Previous 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.
Current wording
Incentive fees for the three months ended March 31, 2026 and 2025 were $2.6 million and $3.9 million, respectively. Incentive fees decreased for the three months ended March 31, 2026 from the three months ended March 31, 2025 due to a decrease in net investment income in the current quarter. For the three months ended March 31, 2026, $1.4 million of the incentive fees were payable in cash and a net $1.2 million were deferred and accrued. For the three months ended March 31, 2025, $3.0 million of the incentive fees were payable in cash and $0.9 million were deferred and accrued. Incentive fees per share for the three months ended March 31, 2026 and 2025 were $0.07 and $0.10, respectively.
Previous 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.
Current wording
Net investment income for the three months ended March 31, 2026 and 2025 was $10.6 million and $15.6 million, respectively. Net investment income decreased for the three months ended March 31, 2026 from the three months ended March 31, 2025 primarily due to a decrease in investment income resulting from a decrease in the average outstanding principal on interest-earning debt investments, partially offset by decreased performance-based incentive fees and management fees. Net investment income per share for the three months ended March 31, 2026 and 2025 was $0.29 and $0.42, respectively.
Previous 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.
Current wording
The net realized gain on investments of $1.3 million for the three months ended March 31, 2026 was primarily attributable to a realized gain on our equity interest position in Pivot3, Inc. The net realized gain on investments of $6.1 million for the three months ended March 31, 2025 was attributable to a realized gain on our investment in Gynesonics, Inc. offset by a realized loss on our investment in Quantum Corporation.
Previous 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.
Current wording
Net change in unrealized loss on investments of $46.7 million for the three months ended March 31, 2026 was primarily due to a decrease in fair value on our loan investments in Blueshift Labs, Inc. and Marley Spoon as a result of being placed on non-accrual status within the quarter, accompanied by a decrease in fair value of our preferred stock investment in JobGet Holdings, Inc. (fka Snagajob.com, Inc.). Net change in unrealized loss on investments of $19.8 million for the three months ended March 31, 2025 was primarily due to a release of prior unrealized gain on our investment in Gynesonics, Inc. and a decrease in the fair value of our investments in JobGet Holdings, Inc. (fka Snagajob.com, Inc.), Marley Spoon SE, and zSpace, Inc. The decrease in fair value was partially offset by a release of prior unrealized loss on our investment in Quantum Corporation.
Previous 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.
Current wording
We had a net decrease in net assets resulting from operations of $34.8 million for the three months ended March 31, 2026, as compared to a net increase in net assets resulting from operations of $1.9 million for the three months ended March 31, 2025.
Previous 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.
Current wording
During the three months ended March 31, 2026 and 2025, 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) net borrowings under our Credit Facility and (iv) net proceeds from the issuance of our February 2031 Notes which replaced our April 2026 Notes, December 2027 Notes, and a portion of our July 2027 Notes.
Previous 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.
Current wording
During the three months ended March 31, 2026, our operating activities provided $5.9 million of cash and cash equivalents, compared to $73.6 million in cash and cash equivalents provided by operating activities during the three months ended March 31, 2025. The $67.6 million decrease in cash and cash equivalents provided by operating activities was primarily due to a decrease in sales and repayments of investments.
Previous 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.
Current wording
During the three months ended March 31, 2026, our financing activities used $21.8 million of cash and cash equivalents, compared to $61.0 million of cash and cash equivalents used in financing activities during the three months ended March 31, 2025. The $39.2 million decrease in cash and cash equivalents used in financing activities was primarily due to decreased net borrowing activity of $51.3 million, partially offset by an increase in dividends paid to stockholders.
Previous 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.
Current wording
As of March 31, 2026, our net assets totaled $438.2 million, with a net asset value per share of $12.13. We intend to continue to operate in order to generate cash flows from operations, including income earned from investments in our portfolio companies. Our primary use of funds will be investments in portfolio companies and cash distributions to holders of our common stock.
Previous wording
As of September 30, 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.
Current wording
As of March 31, 2026, we had $372.3 million in available liquidity, including $2.3 million in cash and cash equivalents, and $370.0 million available under our Credit Facility, subject to borrowing base capacity. As of March 31, 2026, we had $180.0 million of secured debt outstanding under our Credit Facility, which is a floating interest rate obligation and $250.5 million of unsecured debt outstanding under the July 2027 Notes, April 2028 Notes and February 2031 Notes, which are all fixed interest rate debt obligations. Refer to "Note 7 – Borrowings" of 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 September 30, 2025 and December 31, 2024, our asset coverage ratio was 209% 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 March 31, 2026 and December 31, 2025, our asset coverage ratio was 202% and 211%, respectively.
Previous 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.
Current wording
Our significant contractual payment obligations relate to our borrowings and deferred incentive fees. As of March 31, 2026, we had $430.5 million in debt outstanding, none of which is due within the next year, $327.3 million is due within one to three years, and $103.3 million is due beyond three years. As of March 31, 2026, we had $13.4 million of deferred incentive fees, $4.4 million of which is due within the next year, $6.3 million is due within one to three years, and $2.8 million is due beyond three years.
Previous 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.
Current wording
Our unfunded commitments may be significant from time to time. As of March 31, 2026, we had a total of $179.2 million in unfunded commitments, which was comprised of $156.3 million to provide debt financing to our portfolio companies and $22.8 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 March 31, 2026, we had $23.3 million of available unfunded commitments to portfolio companies that are eligible to be drawn based on achieved milestones and $22.8 million in unfunded capital commitments to Runway-Cadma I LLC. Refer to "Note 8 – Commitments and Contingencies" of our consolidated financial statements in Part I, Item 1 of this Form 10-Q for a summary of unfunded commitments by portfolio company as of March 31, 2026.
Previous wording
On February 24, 2022, our Board of Directors approved a share repurchase program (the "First Repurchase Program") under which we were authorized to repurchase up to $25.0 million of our outstanding common stock, at management’s discretion from time to time in open-market transactions and in accordance with all applicable securities laws and regulations. We repurchased 871,345 shares in connection with the First Repurchase Program for an aggregate purchase price of $10.8 million. The First Repurchase Program expired on February 24, 2023.
Current wording
On February 24, 2022, our Board of Directors approved a share repurchase program (the "First Repurchase Program") under which we were authorized to repurchase up to $25.0 million of our outstanding shares of common stock, at management’s discretion from time to time in open-market transactions and in accordance with all applicable securities laws and regulations. We repurchased 871,345 shares in connection with the First Repurchase Program for an aggregate purchase price of $10.8 million. The First Repurchase Program expired on February 24, 2023.
Previous wording
On July 30, 2024, our Board of Directors approved a share repurchase program (the "Third Repurchase Program"), under which we were authorized to 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. We repurchased 1,199,867 shares in connection with the Third Repurchase Program for an aggregate purchase price of $12.5 million, exhausting the full approved amount of repurchases under the program.
Current wording
On July 30, 2024, our Board of Directors approved a share repurchase program (the "Third Repurchase Program"), under which we were authorized to 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. We repurchased 1,199,867 shares in connection with the Third Repurchase Program for an aggregate purchase price of $12.5 million. The Third Repurchase Program expired on July 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 September 30, 2025, we repurchased 1,213,391 shares 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 were authorized to repurchase up to $25.0 million of our outstanding shares of common stock, at management's discretion from time to time in open-market transactions and in accordance with all applicable securities laws and regulations. The Fourth Repurchase Program was scheduled to terminate upon the earlier of (i) May 7, 2026 or (ii) the repurchase of $25.0 million of our shares of common stock and expired in accordance with its terms on May 7, 2026. From the inception of the Fourth Repurchase Program through March 31, 2026, we repurchased 1,213,391 shares for an aggregate purchase price of $12.5 million.
Previous 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.
Current wording
During the three months ended March 31, 2026, we declared and paid dividends in the amount of $11.9 million, of which $11.7 million was distributed in cash, with the remainder distributed in the form of 31,242 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"). During the three months ended March 31, 2025, we declared dividends in the amount of $13.4 million, of which $13.2 million was payable in cash, with the remainder to be distributed in the form of 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 I, Item 1 of this Form 10-Q. 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 "Risk Factors" in Part I, Item 1A of our annual report on Form 10-K, filed with the SEC on March 12, 2026. Refer to "Note 2 – Summary of Significant Accounting Policies" of our consolidated financial statements in Part I, Item 1 of this Form 10-Q 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).
Previous 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.
Current wording
From March 31, 2026 through May 7, 2026, we funded $44.4 million in unfunded commitments on existing investments.
Previous wording
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 wording
On April 6, 2026, we completed our previously announced acquisition of SWK Holdings Corporation, a Delaware corporation ("SWK"), pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 9, 2025, by and among us, SWK, RWAY Portfolio Holding Corp., a Delaware corporation and a direct wholly-owned subsidiary of ours ("Intermediary Sub"), RWAY Portfolio Corp., a Delaware corporation and a wholly-owned subsidiary of Intermediary Sub ("Acquisition Sub") and Runway Growth Capital LLC, a Delaware limited liability company (the "Adviser"). Pursuant to the Merger Agreement, SWK first merged with and into
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Acquisition Sub, with Acquisition Sub as the surviving company (the "First Merger"). Following the effectiveness of the First Merger, Acquisition Sub merged with and into Intermediary Sub, with Intermediary Sub as the surviving company (the "Second Merger"). Following the effectiveness of the Second Merger, Intermediary Sub merged with and into us, with us as the surviving company (the "Third Merger" and, together with the First Merger and the Second Merger, the "Mergers").
Rearranged previous paragraphs (4)
Previous report — wording carried 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
Previous report — wording carried elsewhere
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 report — wording carried elsewhere
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 report — wording carried elsewhere
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.