Runway Growth Finance Corp.
For the period ended Sep 30, 2026. Filed Nov 5, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 5, 2026
RWAY$6.69+9.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-06.
0001193125-26-337968
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-05.
0001193125-26-449773
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 156 previous paragraphs and 158 current paragraphs.
93 unchanged; 53 reworded; 10 added; 9 removed; 1 previous and 2 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 (10)
Current report
For the three and nine months ended September 30, 2026, 4.9% and 7.6%, respectively, of our total investment income was attributable to non-cash PIK interest, compared to 11.5% and 11.1% for the three and nine months ended September 30, 2025.
Current report
Net investment income for the nine months ended September 30, 2026 and 2025 was $44.7 million and $45.3 million, respectively. Net investment income remained relatively unchanged for the nine months ended September 30, 2026 from the nine months ended September 30, 2025. Net investment income per share for the nine months ended September 30, 2026 and 2025 was $1.12 and $1.23, respectively.
Current report
The net realized gain of $10.0 thousand for the three months ended September 30, 2026 was driven by a realized gain related to proceeds received on our Insite Vision, Inc. royalty, partially offset by a realized FX loss on currency dispositions. The net realized loss of $1.3 million for the three months ended September 30, 2025 was attributable to realized losses on our investments in zSpace, Inc. common stock, Madison Reed, Inc. success fee, and Interactions Corporation warrant.
Current report
October 2031 Notes
Current report
On October 1, 2026, we issued and sold approximately $46.3 million in aggregate principal amount of 7.75% interest-bearing unsecured Notes due October 1, 2031 (the "October 2031 Notes") under our shelf Registration Statement on Form N-2. The October 2031 Notes were issued pursuant to the Base Indenture and Fifth Supplemental Indenture, dated October 1, 2026, between us and U.S. Bank Trust Company, National Association, as trustee.
Current report
Interest on the October 2031 Notes is payable quarterly in arrears on March 1, June 1, September 1, and December 1 of each year. The October 2031 Notes may be redeemed in whole or in part at any time or from time to time at our option on or after October 1, 2028, at a redemption price of $25 per note plus accrued and unpaid interest thereon to, but excluding, the date fixed for redemption. The October 2031 Notes are general unsecured obligations that rank pari passu with our existing and future unsecured, unsubordinated indebtedness.
Current report
Redemption of SWK 2027 Notes
Current report
On November 3, 2026, we redeemed in full approximately $33.0 million in outstanding aggregate principal amount of our 9.00% Senior Notes due January 31, 2027, in accordance with the terms of the governing indenture, at a redemption price equal to 100% of the aggregate principal amount thereof plus accrued and unpaid interest thereon.
Current report
Share Repurchase Program
Current report
On November 4, 2026, our Board of Directors approved an expansion and extension of the Fifth Repurchase Program, which authorizes us to repurchase up to $30.0 million of our outstanding shares of common stock until September 30, 2027, at management's discretion and in accordance with applicable securities laws and regulations. If not renewed, the Fifth Repurchase Program will terminate upon the earlier of (i) the repurchase of $30.0 million of our outstanding shares of common stock or (ii) September 30, 2027.
Removed paragraphs (9)
Previous report
Net investment income for the six months ended June 30, 2026 and 2025 was $28.8 million and $29.5 million, respectively. Net investment income decreased for the six months ended June 30, 2026 from the six months ended June 30, 2025 primarily due to a decrease in investment income resulting from a decrease in the weighted average cash yields on interest-earning debt investments and a decrease in PIK income, partially offset by decreased performance-based incentive fees and management fees. Net investment income per share for the six months ended June 30, 2026 and 2025 was $0.74 and $0.79, respectively.
Previous report
On July 13, 2026, we entered into the Eighth Amendment to our amended and restated credit agreement (the “Credit Facility Amendment”). The Credit Facility Amendment, effective as of June 30, 2026, (i) reduced the total commitments under the Credit Facility from $550.0 million to $425.0 million; (ii) permitted the future prepayment and termination of a certain lender’s commitments on a non-pro-rata basis; (iii) amended certain financial covenants; (iv) updated certain key-person trigger events; and (v) amended certain loan eligibility criteria and borrowing-base concentration limitations.
Previous report
Appointment of Co-Chief Executive Officer
Previous report
On August 5, 2026, the Board of Directors elected Michael Rovner, age 56, as our 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, 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 RGC, effective as of the Effective Time.
Previous report
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 us, 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.
Previous report
Investment Committee
Previous report
Effective as of the close of business on August 6, 2026, RGC’s Investment Committee will consist of R. David Spreng, Michael
Previous report
Rovner, Thomas B. Raterman and Patrick Schafer.
Previous report
Please refer to "Part II, Item 5. Other Information" for additional information.
Reworded paragraphs (53)
Previous wording
our ability to realize the anticipated benefits of the Mergers;
Current wording
our ability to realize the anticipated benefits of the SWK Acquisition;
Previous wording
the effects of disruption on our business from the Mergers;
Current wording
the effects of disruption on our business from the SWK Acquisition;
Previous wording
the combined company’s plans, expectations, objectives and intentions as a result of the Mergers;
Current wording
the combined company's plans, expectations, objectives and intentions as a result of the SWK Acquisition;
Previous wording
the risk that stockholder litigation in connection with the Mergers may result in significant costs of defense and liability; and
Current wording
the risk that stockholder litigation in connection with the SWK Acquisition may result in significant costs of defense and liability; and
Previous 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 June 30, 2026, we had an investment portfolio of $1.2 billion at fair value, and a net asset value of $502.6 million. 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 September 30, 2026, we had an investment portfolio of $1.1 billion at fair value, and a net asset value of $494.7 million. Our offices are in Chicago, Illinois; Menlo Park, California; and New York, New York.
Previous 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.
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.
Previous wording
At June 30, 2026, we had investments in 79 companies, representing 33 companies in which we held a combination of debt and equity investments, 13 companies in which we held debt investments only, 32 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.
Current wording
As of September 30, 2026, we had investments in 77 companies, representing 31 companies in which we held a combination of debt and equity investments, 11 companies in which we held debt investments only, 34 companies in which we held equity investments only, and one joint venture, Runway-Cadma I LLC, in which we held a 50% equity interest. 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.
Previous wording
For the three and six months ended June 30, 2026, our debt investment portfolio had a dollar-weighted annualized yield of 14.2% and 13.9%, respectively. For the three and six months ended June 30, 2025, our debt investment portfolio had a dollar-weighted annualized yield of 15.4% and 15.1%, respectively. We calculate the yield on dollar-weighted debt investments for any period measured as (1) total related investment income during the period divided by (2) the daily average of the fair value of debt investments outstanding during the period, including any debt investments on non-accrual status. As of June 30, 2026, our debt investments had a dollar-weighted average term of 49 months at origination and a dollar-weighted average remaining term of 31 months, or approximately 2.6 years. As of June 30, 2026, substantially all of our debt investments had a committed principal amount of between $5.5 million and $81.4 million and pay cash interest at annual interest rates of between 6.3% and 14.7%.
Current wording
For the three and nine months ended September 30, 2026, our debt investment portfolio had a dollar-weighted annualized yield of 15.8% and 14.2%, respectively. 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. We calculate the yield on dollar-weighted debt investments for any period measured as (1) total investment-related 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, 2026, our debt investments had a dollar-weighted average term of 49 months at origination and a dollar-weighted average remaining term of 29 months, or approximately 2.5 years. As of September 30, 2026, substantially all of our debt investments had a committed principal amount of between $5.5 million and $87.0 million and pay cash interest at annual interest rates of between 6.3% and 14.9%.
Previous wording
The following table shows our dollar-weighted annualized yield by investment type for the three and six months ended June 30, 2026 and 2025:
Current wording
The following table shows our dollar-weighted annualized yield by investment type for the three and nine months ended September 30, 2026 and 2025:
Previous wording
We calculate the dollar-weighted annualized yield on average investment type for any period as (a) total related investment income during the period divided by (b) the daily average of the fair value of the investment type outstanding during the period, including any investments on non-accrual status. The dollar-weighted annualized yield represents the portfolio yield and will be higher than what investors will realize because it does not reflect our expenses or any sales load paid by investors.
Current wording
We calculate the dollar-weighted annualized yield on average investment type for any period as (a) total investment-related income during the period divided by (b) the daily average of the fair value of the investment type outstanding during the period, including any investments on non-accrual status. The dollar-weighted annualized yield represents the portfolio yield and will be higher than what investors will realize because it does not reflect our expenses or any sales load paid by investors.
Previous wording
We calculate the dollar-weighted annualized yield on average investment type for any period as (a) total related investment income during the period divided by (b) the daily average of the investment type outstanding during the period, at amortized cost, including any investments on non-accrual status. The dollar-weighted annualized yield represents the portfolio yield and will be higher than what investors will realize because it does not reflect our expenses or any sales load paid by investors.
Current wording
We calculate the dollar-weighted annualized yield on average investment type for any period as (a) total investment-related income during the period divided by (b) the daily average of the investment type outstanding during the period, at amortized cost, including any investments on non-accrual status. The dollar-weighted annualized yield represents the portfolio yield and will be higher than what investors will realize because it does not reflect our expenses or any sales load paid by investors.
Previous wording
The value of our investment portfolio will change over time due to changes in the fair value of our underlying investments, as well as changes in the composition of our portfolio resulting from purchases of new and follow-on investments, as well as repayments and sales of existing investments. During the six months ended June 30, 2026, we funded $310.8 million in 24 new portfolio companies and $32.1 million in five existing companies, net of upfront loan origination fees and refinances. We also received $12.4 million in scheduled principal repayments from nine portfolio companies, as well as $43.5 million in sales and prepayments, which is comprised of (i) $30.9 million in loan proceeds from two portfolio companies and (ii) $12.6 million in proceeds from the sale of equity investments. During the six months ended June 30, 2025, we funded $34.4 million in two new portfolio companies and $19.6 million in four existing portfolio companies, net of upfront loan origination fees and refinances. We also received $7.9 million in scheduled principal repayments from three portfolio companies, as well as $100.0 million in sales and prepayments, which is comprised of (i) $61.9 million in loan proceeds from three portfolio companies and (ii) $38.1 million in proceeds from the sale of equity investments during the six months ended June 30, 2025.
Current wording
The value of our investment portfolio will change over time due to changes in the fair value of our underlying investments, as well as changes in the composition of our portfolio resulting from purchases of new and follow-on investments, as well as repayments and sales of existing investments. During the nine months ended September 30, 2026, we funded $311.7 million in 24 new portfolio companies and $39.6 million in six existing companies, net of upfront loan origination fees and refinances. We also received $22.1 million in scheduled principal repayments from 11 portfolio companies, as well as $173.7 million in sales and prepayments, which consisted of (i) $160.6 million in loan proceeds from six portfolio companies and (ii) $13.1 million in proceeds from the sale of equity 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 $9.4 million in scheduled principal repayments from three portfolio companies, as well as $226.1 million in sales and prepayments, which consisted of (i) $187.8 million in loan proceeds from seven portfolio companies and (ii) $38.3 million in proceeds from the sale of equity investments during the nine months ended September 30, 2025.
Previous wording
The following is a reconciliation of our investment portfolio for the six months ended June 30, 2026 and 2025 (in thousands):
Current wording
The following is a reconciliation of our investment portfolio for the nine months ended September 30, 2026 and 2025 (in thousands):
Previous wording
Includes approximately $225.2 million, which represents the cost basis of the investments acquired in connection with the acquisition of SWK. For additional information, refer to "Note 13–Acquisition of SWK Holdings Corporation."
Current wording
Includes approximately $225.2 million representing the cost basis of investments acquired in the SWK Acquisition. For additional information, refer to "Note 13–Acquisition of SWK Holdings Corporation."
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 a restructuring has occurred such that the interest income is deemed collectible.
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 income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or a restructuring has occurred such that the interest income is deemed collectible.
Previous wording
Comparison of the Three and Six Months Ended June 30, 2026 and 2025
Current wording
Comparison of the Three and Nine Months Ended September 30, 2026 and 2025
Previous wording
The following table compares the results of our operations for the three and six months ended June 30, 2026 and 2025 (in thousands):
Current wording
The following table compares the results of our operations for the three and nine months ended September 30, 2026 and 2025 (in thousands):
Previous wording
The basic per share figures noted above are based on weighted averages of 42,074,771 and 37,103,061 shares outstanding for the three months ended June 30, 2026 and 2025, respectively, and 39,120,815 and 37,224,569 shares outstanding for the six months ended June 30, 2026 and 2025, respectively.
Current wording
The basic per share figures noted above are based on weighted averages of 41,886,707 and 36,225,742 shares outstanding for the three months ended September 30, 2026 and 2025, respectively, and 40,052,910 and 36,887,968 shares outstanding for the nine months ended September 30, 2026 and 2025, respectively.
Previous wording
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. 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 between $10-$150 million, with our allocation being in the range of $20-$45 million.
Current wording
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. 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 loan originations across our platform, including BC Partners, will generally range between $10 million and $150 million, with our allocation generally ranging between $20 million and $45 million.
Previous wording
Investment income for the three months ended June 30, 2026 and 2025, at $37.0 million and $35.1 million, respectively, and includes non-recurring income of $1.3 million and $1.3 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 September 30, 2026 and 2025 was $40.6 million and $36.7 million, respectively, and includes non-recurring income of $4.0 million and $4.9 million, respectively. Non-recurring income includes, but is not limited to, acceleration of unaccreted OID and ETP, prepayment fees, and amendment fees.
Previous wording
Investment income for the six months ended June 30, 2026 and 2025, at $66.5 million and $70.5 million respectively, and includes non-recurring income of $2.0 million and $3.2 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 nine months ended September 30, 2026 and 2025 was $107.0 million and $107.3 million, respectively, and includes non-recurring income of $6.1 million and $8.1 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 June 30, 2026 and 2025 were $18.8 million and $21.2 million, respectively. Operating expenses decreased for the three months ended June 30, 2026 from the three months ended June 30, 2025 primarily due to a decrease in incentive fees and management fees, partially offset by an increase in interest and other debt financing expenses and other expenses. Operating expenses per share for the three months ended June 30, 2026 and 2025 were $0.45 and $0.57, respectively.
Current wording
Operating expenses for the three months ended September 30, 2026 and 2025 were $24.7 million and $21.0 million, respectively. Operating expenses increased for the three months ended September 30, 2026 from the three months ended September 30, 2025 primarily due to an increase in interest and other debt financing expenses and management fees. Operating expenses per share for the three months ended September 30, 2026 and 2025 were $0.59 and $0.58, respectively.
Previous wording
Operating expenses for the six months ended June 30, 2026 and 2025 were $37.7 million and $41.0 million, respectively. Operating expenses decreased for the six months ended June 30, 2026 from the six months ended June 30, 2025 primarily due to a decrease in incentive fees and management fees, partially offset by an increase in interest and other debt financing expenses and other expenses. Operating expenses per share for the six months ended June 30, 2026 and 2025 were $0.96 and $1.11, respectively.
Current wording
Operating expenses for the nine months ended September 30, 2026 and 2025 were $62.3 million and $62.0 million, respectively. Operating expenses increased for the nine months ended September 30, 2026 from the nine months ended September 30, 2025 primarily due to an increase in interest and other debt financing expenses, partially offset by a decrease in incentive fees. Operating expenses per share for the nine months ended September 30, 2026 and 2025 were $1.56 and $1.67, respectively.
Previous wording
Management fees for the three months ended June 30, 2026 and 2025 were $3.5 million and $3.9 million, respectively. Management fees decreased for the three months ended June 30, 2026 from the three months ended June 30, 2025 due to decreased average daily gross assets. Management fees per share for the three months ended June 30, 2026 and 2025 were $0.08 and $0.11, respectively. For the quarter ended March 31, 2026, 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, resulting in RGC earning a base management fee at an annual rate of 1.50%. The total base management fees waived for the three months ended June 30, 2026 were approximately $231.9 thousand. For the three months ended June 30, 2025, RGC earned base management fees at an annual rate of 1.50%. There were no management fees waived for the three months ended June 30, 2025.
Current wording
Management fees for the three months ended September 30, 2026 and 2025 were $4.6 million and $4.0 million, respectively. Management fees increased for the three months ended September 30, 2026 from the three months ended September 30, 2025 due to increased average daily gross assets. Management fees per share for the three months ended September 30, 2026 and 2025 were $0.11 and $0.11, respectively. For the three months ended September 30, 2026 and 2025, RGC earned base management fees at an annual rate of 1.50%.
Previous wording
Management fees for the six months ended June 30, 2026 and 2025 were $7.1 million and $8.0 million, respectively. Management fees decreased for the six months ended June 30, 2026 from the six months ended June 30, 2025 due to decreased average daily gross assets. Management fees per share for the six months ended June 30, 2026 and 2025 were $0.18 and $0.21, respectively. For the quarters ended March 31, 2026 and December 31, 2025, ending gross assets temporarily fell below $1.0 billion, increasing both quarterly rates from 0.375% to 0.40% for the quarters ended March 31, 2026 and June 30, 2026. With Board approval, RGC voluntarily waived the incremental fee for those periods, resulting in RGC earning a base management fee at an annual rate of 1.50%. The waiver was not subject to recoupment and did not amend the Advisory Agreement. The total base management fees waived for the six months ended June 30, 2026 were approximately $472.7 thousand. For the six months ended June 30, 2025, RGC earned base management fees at an annual rate of 1.50%. There were no management fees waived for the six months ended June 30, 2025.
Current wording
Management fees for the nine months ended September 30, 2026 and 2025 were $11.7 million and $11.9 million, respectively. Management fees decreased for the nine months ended September 30, 2026 from the nine months ended September 30, 2025 due to slightly decreased average daily gross assets. Management fees per share for the nine months ended September 30, 2026 and 2025 were $0.29 and $0.32, respectively. For the quarters ended March 31, 2026 and December 31, 2025, ending gross assets temporarily fell below $1.0 billion, increasing both quarterly rates from 0.375% to 0.40% for the quarters ended March 31, 2026 and June 30, 2026. With Board approval, RGC voluntarily waived the incremental fee for those periods, resulting in RGC earning a base management fee at a quarterly rate of 0.375%. The waiver was not subject to recoupment and did not amend the Advisory Agreement. The total base management fees waived for the nine months ended September 30, 2026 were approximately $479.3 thousand. For the nine months ended September 30, 2025, RGC earned base management fees at an annual rate of 1.50%.
Previous wording
Incentive fees for the three months ended June 30, 2026 and 2025 were ($0.2) million and $3.5 million, respectively. Incentive fees decreased for the three months ended June 30, 2026 from the three months ended June 30, 2025 primarily due to a permanent reversal of previously accrued deferred incentive fees in the amount of $3.8 million related to our loan investments in Blueshift Labs, Inc. and Marley Spoon SE. For the three months ended June 30, 2026, $2.5 million of the incentive fees were payable in cash. With current-period deferred incentive fee accruals of $1.1 million and the reversal of the $3.8 million in incentive fees from prior periods, the net change in deferred incentive fees for the period was a decrease of $2.7 million. For the three months ended June 30, 2025, $2.3 million of the incentive fees were payable in cash and $1.2 million was deferred and accrued. Incentive fees per share for the three months ended June 30, 2026 and 2025 were $0.00 and $0.09, respectively.
Current wording
Incentive fees for the three months ended September 30, 2026 and 2025 were $4.3 million and $4.1 million, respectively. Incentive fees increased for the three months ended September 30, 2026 from the three months ended September 30, 2025 primarily due to an increase in pre-incentive fee net investment income in the current period. For the three months ended September 30, 2026, $4.7 million of the incentive fees were payable in cash and a net $(0.4) million was accrued and generated from deferred interest. 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 was accrued and generated from deferred interest. Incentive fees per share for the three months ended September 30, 2026 and 2025 were $0.10 and $0.11, respectively.
Previous wording
Incentive fees for the six months ended June 30, 2026 and 2025 were $2.4 million and $7.5 million, respectively. Incentive fees decreased for the six months ended June 30, 2026 from the six months ended June 30, 2025 due to a permanent reversal of previously accrued deferred incentive fees in the amount of $3.8 million related to our loan investments in Blueshift Labs, Inc. and Marley Spoon SE, in addition to a decrease in pre-incentive fee net investment income in the current period. For the six months ended June 30, 2026, $3.9 million of the incentive fees were payable in cash. With current-period deferred incentive fee accruals of $2.3 million and the reversal of the $3.8 million in incentive fees from prior periods, the net change in deferred incentive fees for the period was a decrease of $1.5 million. For the six months ended June 30, 2025, $5.4 million of the incentive fees were payable in cash and $2.1 million was deferred and accrued. Incentive fees per share for the six months ended June 30, 2026 and 2025 were $0.06 and $0.20, respectively.
Current wording
Incentive fees for the nine months ended September 30, 2026 and 2025 were $6.7 million and $11.5 million, respectively. Incentive fees decreased for the nine months ended September 30, 2026 from the nine months ended September 30, 2025 primarily due to a permanent reversal of previously accrued deferred incentive fees in the amount of $3.8 million related to our loan investments in Blueshift Labs, Inc. and Marley Spoon SE, in addition to a decrease in pre-incentive fee net investment income in the current period. For the nine months ended September 30, 2026, $8.6 million of the incentive fees were payable in cash and a net $(1.9) million was accrued and generated from deferred interest. With current-period deferred incentive fees of $1.9 million and the reversal of the $3.8 million from prior periods, the net change in deferred incentive fees for the period was a decrease of $1.9 million. For the nine months ended September 30, 2025, $10.1 million of the incentive fees were payable in cash and $1.4 million was accrued and generated from deferred interest. Incentive fees per share for the nine months ended September 30, 2026 and 2025 were $0.17 and $0.31, respectively.
Previous wording
Net investment income for the three months ended June 30, 2026 and 2025 was $18.2 million and $13.9 million, respectively. Net investment income increased for the three months ended June 30, 2026 from the three months ended June 30, 2025 primarily due to an increase in investment income resulting from an increase in the average outstanding principal on interest-earning debt investments, accompanied by decreased performance-based incentive fees and management fees. Net investment income per share for the three months ended June 30, 2026 and 2025 was $0.43 and $0.38, respectively.
Current wording
Net investment income for the three months ended September 30, 2026 and 2025 was $15.9 million and $15.7 million, respectively. Net investment income remained relatively unchanged for the three months ended September 30, 2026 from the three months ended September 30, 2025. Net investment income per share for the three months ended September 30, 2026 and 2025 was $0.38 and $0.43, respectively.
Previous wording
The net realized loss of $44.0 million for the six months ended June 30, 2026 was primarily attributable to a realized loss on our loan investments in Blueshift Labs, Inc. and Marley Spoon SE upon restructuring. These losses were partially offset by realized gains upon the sale of our investments in Eton Pharmaceuticals, Inc. and Pivot3, Inc. The net realized gain of $4.5 million for the six months ended June 30, 2025 was attributable to a realized gain on our investment in Gynesonics, Inc. partially offset by realized losses on our investments in Quantum Corporation and JobGet Holdings, Inc. (fka Snagajob.com, Inc.).
Current wording
The net realized loss of $44.0 million for the nine months ended September 30, 2026 was primarily attributable to realized losses on our loan investments in Blueshift Labs, Inc. and Marley Spoon SE upon restructuring. These losses were partially offset by realized gains upon the sale of our warrant investment in Eton Pharmaceuticals, Inc. and our equity interest position in Pivot3, Inc. The net realized gain 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.
Previous wording
Net change in unrealized gain of $54.3 million for the three months ended June 30, 2026 was driven primarily by releases of prior-period unrealized losses in connection with restructurings of our loan investments in Marley Spoon SE and Blueshift Labs, Inc. These releases of prior unrealized losses were partially offset by unrealized losses on the post-restructuring Marley Spoon SE investments and were accompanied by increases in the fair value of our loan investments in 3PL Central LLC and Circadence Corporation and the impact of the purchase discount recorded on various investments acquired in connection with the Mergers. Net change in unrealized gain of $4.4 million for the three months ended June 30, 2025 was primarily due to an increase in fair value of our investments in Blueshift Labs, Inc., Hurricane Cleanco Limited, FiscalNote, Inc., and Kin Insurance, Inc. The increase in fair value was partially offset by a decrease in the fair value of our investments in 3PL Central LLC and Marley Spoon SE.
Current wording
Net change in unrealized loss of $5.2 million for the three months ended September 30, 2026 was driven primarily by unrealized losses on our investment in Marley Spoon SE, partially offset by the release of prior-period unrealized losses upon the full repayment of our loan investment in 3PL Central LLC (dba Extensiv). Net change in unrealized loss 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.
Previous wording
Net change in unrealized gain of $7.6 million for the six months ended June 30, 2026 was driven primarily by releases of prior-period unrealized losses in connection with restructurings of our loan investments in Marley Spoon SE and Blueshift Labs, Inc. These releases of prior unrealized losses were partially offset by unrealized losses on the post-restructuring Marley Spoon investments and our preferred stock investment in JobGet Holdings, Inc. (fka Snagajob.com, Inc.), and were accompanied by increases in the fair value of our loan investments in Circadence Corporation and the impact of the purchase discount recorded on various investments acquired in connection with the Mergers. Net change in unrealized loss of $15.4 million for the six months ended June 30, 2025 was primarily due to a release of prior unrealized gain on our investment in Gynesonics, Inc. and a decrease in the fair value of our investments in JobGet Holdings, Inc. (fka Snagajob.com, Inc.), Marley Spoon SE, and zSpace, Inc. The decrease in fair value was partially offset by a release of prior unrealized loss on our investment in Quantum Corporation, accompanied by an increase in fair value of our investments in Blueshift Labs, Inc., Hurricane Cleanco Limited, FiscalNote, Inc., and Kin Insurance, Inc.
Current wording
Net change in unrealized gain of $2.4 million for the nine months ended September 30, 2026 was driven primarily by releases of previously recognized unrealized losses in connection with restructurings of our loan investments in Marley Spoon SE and Blueshift Labs, Inc. and the full repayment of our loan investment in 3PL Central LLC (dba Extensiv), as well as net unrealized gains on investments acquired in connection with the SWK Acquisition, primarily reflecting the purchase discount recorded at acquisition. These increases were largely offset by unrealized losses on our investments in Marley Spoon SE and BlueConic Holding, Inc. (fka Blueshift Labs, Inc.) and our preferred stock investment in JobGet Holdings, Inc. (fka Snagajob.com, Inc.). Net change in unrealized loss 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.
Previous wording
We had a net increase in net assets resulting from operations of $27.2 million for the three months ended June 30, 2026, as compared to a net increase in net assets resulting from operations of $16.8 million for the three months ended June 30, 2025.
Current wording
We had a net increase in net assets resulting from operations of $10.7 million for the three months ended September 30, 2026, as compared to a net increase in net assets resulting from operations of $8.0 million for the three months ended September 30, 2025.
Previous wording
We had a net decrease in net assets resulting from operations of $7.6 million for the six months ended June 30, 2026, as compared to a net increase in net assets resulting from operations of $18.7 million for the six months ended June 30, 2025.
Current wording
We had a net increase in net assets resulting from operations of $3.1 million for the nine months ended September 30, 2026, as compared to a net increase in net assets resulting from operations of $26.7 million for the nine months ended September 30, 2025.
Previous wording
During the six months ended June 30, 2026, 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 December 2029 Notes and our February 2031 Notes, which replaced our April 2026 Notes, December 2027 Notes, and a portion of our July 2027 Notes.
Current wording
During the nine months ended September 30, 2026, 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, (iii) net borrowings under our Credit Facility, and (iv) net proceeds from the issuance of our December 2029 Notes and 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 six months ended June 30, 2026, our operating activities used $188.4 million of cash and cash equivalents, compared to $73.3 million in cash and cash equivalents provided by operating activities during the six months ended June 30, 2025. The $261.7 million increase in cash used in operating activities was primarily attributable to $143.4 million of net cash consideration for the SWK Acquisition which includes acquisition-related transaction costs, as well as higher net portfolio investment activity.
Current wording
During the nine months ended September 30, 2026, our operating activities used $38.2 million of cash and cash equivalents, compared to $165.7 million in cash and cash equivalents provided by operating activities during the nine months ended September 30, 2025. The $203.9 million increase in cash used in operating activities was primarily attributable to $143.4 million of net cash consideration for the SWK Acquisition, which includes acquisition-related transaction costs, as well as lower proceeds from sales and repayments of investments and higher net portfolio investment activity.
Previous wording
During the six months ended June 30, 2026, our financing activities provided $181.1 million of cash and cash equivalents, compared to $73.1 million of cash and cash equivalents used in financing activities during the six months ended June 30, 2025. The $254.1 million increase in cash and cash equivalents provided by financing activities was primarily due to increased net borrowing activity of $247.7 million.
Current wording
During the nine months ended September 30, 2026, our financing activities provided $23.6 million of cash and cash equivalents, compared to $163.5 million of cash and cash equivalents used in financing activities during the nine months ended September 30, 2025. The $187.1 million increase in cash and cash equivalents provided by financing activities was primarily due to increased net borrowing activity of $182.7 million.
Previous wording
As of June 30, 2026, our net assets totaled $502.6 million, with a net asset value per share of $11.91. We intend to continue to operate in order to generate cash flows from operations, including income earned from investments in our portfolio companies. Our primary use of funds will be investments in portfolio companies and cash distributions to holders of our common stock.
Current wording
As of September 30, 2026, our net assets totaled $494.7 million, with a net asset value per share of $11.94. We intend to continue to operate in order to generate cash flows from operations, including income earned from investments in our portfolio companies. Our primary use of funds will be investments in portfolio companies and cash distributions to holders of our common stock.
Previous wording
As of June 30, 2026, we had $210.8 million in available liquidity, including $10.8 million in cash and cash equivalents, and $200.0 million available under our Credit Facility, subject to borrowing base capacity. As of June 30, 2026, we had $350.0 million of secured debt outstanding under our Credit Facility, which is a floating interest rate obligation and $333.5 million of unsecured debt outstanding under the July 2027 Notes, SWK 2027 Notes, April 2028 Notes, December 2029 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 and "Recent Developments - Credit Facility" below for additional discussion of our debt obligations.
Current wording
As of September 30, 2026, we had $216.6 million in available liquidity, including $3.6 million in cash and cash equivalents, and $213.0 million available under our Credit Facility, subject to borrowing base capacity. As of September 30, 2026, we had $212.0 million of secured debt outstanding under our Credit Facility, which is a floating interest rate obligation, and $333.5 million of unsecured debt outstanding under the July 2027 Notes, SWK 2027 Notes, April 2028 Notes, December 2029 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 and "Recent Developments" below for additional discussion of our debt obligations.
Previous wording
Pursuant to the 1940 Act, we are permitted to incur borrowings, issue debt securities, or issue preferred stock if, immediately after the borrowings or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock is at least 150%. As of June 30, 2026 and December 31, 2025, our asset coverage ratio was 174% and 211%, respectively.
Current wording
Pursuant to the 1940 Act, we are permitted to incur borrowings, issue debt securities, or issue preferred stock if, immediately after the borrowings or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock is at least 150%. As of September 30, 2026 and December 31, 2025, our asset coverage ratio was 191% and 211%, respectively.
Previous wording
Our significant contractual payment obligations relate to our borrowings and deferred incentive fees. As of June 30, 2026, we had $683.5 million in debt outstanding, of which $33.0 million is due within the next year, $497.3 million is due within one to three years, and $153.3 million is due beyond three years. As of June 30, 2026, we had $10.8 million of deferred incentive fees, $4.7 million of which is due within the next year, $3.2 million is due within one to three years, and $2.8 million is due beyond three years.
Current wording
Our significant contractual payment obligations relate to our borrowings and deferred incentive fees. As of September 30, 2026, we had $545.5 million in debt outstanding, of which $73.2 million is due within the next year, $319.0 million is due within one to three years, and $153.3 million is due beyond three years. As of September 30, 2026, we had $10.4 million of deferred incentive fees, $3.7 million of which is due within the next year, $5.3 million is due within one to three years, and $1.4 million is due beyond three years.
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Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
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.
Current report — wording carried from elsewhere
10-Q for a summary of the distributions declared and paid during the nine months ended September 30, 2026 and year ended December 31, 2025.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
The net realized loss of $45.3 million for the three months ended June 30, 2026 was primarily attributable to a realized loss on our loan investments in Blueshift Labs, Inc. and Marley Spoon SE upon restructuring. These losses were partially offset by a realized gain on the sale of our equity position in Eton Pharmaceuticals, Inc. The net realized loss of $1.5 million for the three months ended June 30, 2025 was attributable to a realized loss on our senior secured term loan investment in JobGet Holdings, Inc. (fka Snagajob.com, Inc.) upon conversion to equity.