Runway Growth Finance Corp. 8-K

What Happened

• Runway Growth Finance Corp. announced the issuance and sale of $50,000,000 aggregate principal amount of its 7.00% Notes due December 1, 2029. The underwriting agreement (dated May 27, 2026) names Oppenheimer & Co. Inc. as representative of the underwriters and Runway Growth Capital LLC as a party. The offering closed on May 29, 2026, and the Fourth Supplemental Indenture to the Company’s base Indenture was entered into with U.S. Bank Trust Company, National Association as trustee.
• Interest on the Notes is 7.00% per year, paid semi‑annually on June 1 and December 1, beginning December 1, 2026. The Notes are unsecured, mature Dec. 1, 2029, and were sold under the Company’s Form N-2 registration (supplemented May 27, 2026).

Key Details

• Amount: $50,000,000 principal; Coupon: 7.00% annually; Maturity: December 1, 2029; Closing: May 29, 2026.
• Redemption: Callable prior to June 1, 2029 at the greater of a discounted present‑value price or 100% of principal (plus accrued interest); on/after June 1, 2029 at 100% of principal. Holders have a 100% repurchase right on a defined change‑of‑control repurchase event.
• Ranking: Direct unsecured obligations that rank pari passu with the Company’s other unsecured, unsubordinated debt, senior to any future preferred stock, effectively subordinated to secured debt (including borrowings under the Credit Facility), and structurally subordinated to obligations of subsidiaries.
• Use of proceeds: To repay outstanding borrowings under the Company’s Credit Facility and for other general corporate purposes.
• Covenants: The Indenture includes covenants requiring compliance with specified provisions of the Investment Company Act (as modified) and obligations to provide financial information to holders/Trustee if the Company ceases Exchange Act reporting.

Why It Matters

• This transaction increases Runway’s unsecured debt by $50M at a 7.00% coupon, which will raise interest expense and affect leverage and liquidity metrics. The stated primary use—repaying the Credit Facility—may reduce secured borrowings but shift obligations to unsecured debt.
• The Notes’ ranking and call/repurchase features matter to investors: they rank equally with other unsecured creditors (not secured lenders), are senior to any future preferred shares, and include investor protections on change‑of‑control repurchases. The covenants and reporting commitments provide some disclosure protections if reporting status changes.