Runway Growth Finance Corp.

On August 5, 2026, the Board of Directors elected Michael Rovner, age 56, as the Company’s Co-Chief Executive Officer, effective as of the close of business on August 6, 2026 (the “Effective Time”), to serve alongside R. David Spreng, whose title will change from Chief Executive Officer and President to Co-Chief Executive Officer and President of the Company, as of the Effective Time. In addition, Mr. Rovner will serve as the Co-Chief Executive Officer, the Co-Chief Investment Officer and as a member of the investment committee of Runway Growth Capital LLC, the Company’s investment adviser, effective as of the Effective Time.

Mr. Rovner has more than 30 years of industry experience spanning early and growth stage technology companies, private equity, private credit, and growth-debt lending. Prior to joining the Company, Mr. Rovner served as a managing director at BC Partners and its affiliate Mount Logan Management since 2023. Before that, from 2012 to 2023, he served as the chief executive officer and head of the investment committee of Ovation Partners, a provider of asset backed lending solutions and growth capital for established companies, which he co-founded. From 2009 to 2011, Mr. Rovner served on the Board of Directors of Vida Capital, a vertically integrated manager of insurance-related and longevity contingent assets, which he co-founded in 2009. From 2000 to 2011, he served as a partner and head of the financial services practice of Austin Ventures, a venture capital and growth equity firm focused on early-stage and growth equity investments in the financial services, technology, digital media, and technology-enabled services markets. Mr. Rovner received a B.A. in English from UCLA.

Mr. Rovner does not have any family relationships with any current director, executive officer, or person nominated to become a director or executive officer, of the Company, and there are no transactions or proposed transactions, to which the Company is a party, or intended to be a party, in which Mr. Rovner has, or will have, a material interest subject to Item 404(a) of Regulation S-K.

Third Amended and Restated Bylaws

On August 5, 2026, the Board of Directors of the Company approved the Third Amended and Restated Bylaws of the Company (the “Bylaws”), which became effective as of that date and amended and restated the Company’s Second Amended and Restated Bylaws in its entirety to, among other things:

(i) provide a majority voting standard for the election of directors in contested elections; and

(ii) designate, unless the Company consents in writing to the selection of a different forum and except for any claims made under the U.S. federal securities laws, the Circuit Court for Baltimore City, Maryland, or, if that court does not have jurisdiction, the United States District Court for the District of Maryland, Northern Division, as the sole and exclusive forum for (i) any internal corporate claim, (ii) any derivative action or proceeding brought on behalf of the Company, (iii) any action asserting a claim of breach of any duty owed by any director, officer or employee of the Company to the Company or to the Company’s stockholders, (iv) any action asserting a claim arising pursuant to any provision of the Maryland General Corporation Law or the Company’s Charter or Bylaws, or (v) any other action asserting a claim governed by the internal affairs doctrine.

The foregoing description of the Bylaws is qualified in its entirety by reference to the complete text of the Bylaws, a copy of which is filed as Exhibit 3.3 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.