Runway Growth Finance Corp. 8-K

What Happened

• Runway Growth Finance Corp. announced it entered into a Third Supplemental Indenture and issued $103,250,000 aggregate principal amount of 7.25% Notes due February 3, 2031. The offering closed on February 3, 2026. Interest on the Notes is 7.25% per year, payable quarterly beginning March 1, 2026.
• The company filed the related 8‑K on February 3, 2026 and said it will use net proceeds to repay outstanding indebtedness, including redeeming all outstanding 8.00% Notes and redeeming all or a portion of its 7.50% Notes, and for general corporate purposes.

Key Details

• Amount & terms: $103,250,000 of 7.25% Notes due Feb 3, 2031; interest paid quarterly (Mar 1, Jun 1, Sep 1, Dec 1), first payment Mar 1, 2026.
• Ranking & security: Notes are direct unsecured obligations, pari passu with Runway’s other unsecured, unsubordinated debt and effectively subordinated to any secured debt (including borrowings under its Credit Facility).
• Redemption plans: On Feb 3, 2026 Runway notified trustees it will redeem $40,250,000 of its 7.50% Notes due 2027 and all $51,750,000 of its 8.00% Notes due 2027, expected redemption date March 5, 2026. Redemption price: $25 per note plus accrued and unpaid interest to the redemption date.
• Covenants: The Indenture includes covenants tied to compliance with modified Section 18 of the Investment Company Act of 1940 and limits on dividends/repurchases absent compliance with that Act; exhibits include the Third Supplemental Indenture and form of global note.

Why It Matters

• The company raised $103.25M at a 7.25% coupon and intends to use most proceeds to retire higher-coupon 2027 notes, which will alter its near-term debt mix and scheduled obligations. Investors should note the timing of the planned redemptions (expected March 5, 2026) and that the new notes are unsecured and subordinated to any secured borrowings.
• The Indenture’s covenants could affect Runway’s ability to pay dividends or repurchase stock and impose reporting and compliance requirements if reporting status changes—items material to shareholders and bond investors.