8-K
Runway Growth Finance Corp. (RWAY)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported): August 07, 2025 (August 07, 2025) |
|---|
Runway Growth Finance Corp.
(Exact name of Registrant as Specified in Its Charter)
| Maryland | 814-01180 | 47-5049745 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (IRS Employer<br>Identification No.) |
| 205 N. Michigan Ave.<br><br>Suite 4200 | ||
| Chicago, Illinois | 60601 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Registrant’s Telephone Number, Including Area Code: (312) 698-6902 | ||
| --- | ||
| Not Applicable | ||
| --- |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | RWAY | Nasdaq Global Select Market |
| 7.50% Notes due 2027 | RWAYL | Nasdaq Global Select Market |
| 8.00% Notes due 2027 | RWAYZ | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On August 7, 2025 Runway Growth Finance Corp. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2025. The text of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information set forth under this Item 2.02, including the information set forth in Exhibit 99.1 hereto, is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise. The information set forth under this Item 2.02, including Exhibit 99.1, shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.
Item 9.01 Financial Statements and Exhibits.
| Exhibit Number | Description |
|---|---|
| 99.1 | Press Release, dated August 7, 2025. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Runway Growth Finance Corp. | |||
|---|---|---|---|
| Date: | August 7, 2025 | By: | /s/ Thomas B. Raterman |
| Chief Operating Officer, Chief Financial Officer, Treasurer, and Secretary |
EX-99.1
Runway Growth Finance Corp. Reports Second Quarter 2025 Financial Results
Delivered Total and Net Investment Income of $35.1 million and $13.9 million, Respectively
Investment Portfolio of $1.0 billion
Conference Call Today, Thursday, August 7, 2025 at 5:00 p.m. ET
MENLO PARK, Calif., August 7, 2025—Runway Growth Finance Corp. (Nasdaq: RWAY) (“Runway Growth” or the “Company”), a leading provider of flexible capital solutions to late- and growth-stage companies seeking an alternative to raising equity, today announced its financial results for the second quarter ended June 30, 2025.
Second Quarter 2025 Highlights
- Total investment income of $35.1 million
- Net investment income of $13.9 million, or $0.38 per share
- Net asset value of $498.9 million, or $13.66 per share
- Dollar-weighted annualized yield on debt investments of 15.40%
- Two investments completed in new portfolio companies and one investment with an existing portfolio company, representing $37.8 million in funded investments
- Aggregate proceeds of $25.0 million in principal prepayments and $4.2 million from scheduled amortization
- Repurchased 815,408 shares during the quarter for an aggregate purchase price of $8.1 million.
Third Quarter 2025 Distributions
- Declared total distributions for the third quarter of $0.36 per share, comprised of:
- A third quarter 2025 regular dividend of $0.33 per share
- A third quarter 2025 supplemental dividend of $0.03 per share
“Runway Growth demonstrated our consistent earnings power, expanded origination channels, and enhanced solutions set in the second quarter,” said David Spreng, Founder and CEO of Runway Growth. “Our investment activity delivers on the strategy we set forth at the beginning of 2025, optimizing Runway Growth’s portfolio through diversification of loan size, expanding the financing solutions we offer through new products for borrowers, and maximizing our existing commitments through diligent risk mitigation. Looking ahead, Runway Growth is positioned to deliver superior risk-adjusted returns for our shareholders and will continue to apply a critical lens to evaluating opportunities that support our strategic imperatives.”
Second Quarter 2025 Operating Results
Total investment income for the quarter ended June 30, 2025 was $35.1 million, compared to $34.2 million for the quarter ended June 30, 2024.
Net investment income for the quarter ended June 30, 2025 was $13.9 million, or $0.38 per share, compared to $14.6 million, or $0.37 per share, for the quarter ended June 30, 2024.
The Company's dollar-weighted annualized yield on average debt investments for the quarter ended June 30, 2025 was 15.4%. The Company calculates 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, including investments on non-accrual status, outstanding during the period.
Operating expenses for the quarter ended June 30, 2025 were $21.2 million, compared to $19.6 million for the quarter ended June 30, 2024.
Net realized loss on investments was $1.5 million for the quarter ended June 30, 2025, compared to no net realized gains or losses for the quarter ended June 30, 2024.
For the quarter ended June 30, 2025, net change in unrealized gain on investments was $4.4 million, compared to a net change in unrealized loss on investments of $6.3 million for the quarter ended June 30, 2024.
Portfolio and Investment Activity
As of June 30, 2025, Runway Growth’s investment portfolio had an aggregate fair value of $1.0 billion in 54 companies, comprising $962.5 million in loans, 97.8% of which are senior secured loans, and $62.5 million in warrants and other equity-related investments.
During the second quarter of 2025, Runway Growth funded two investments in new portfolio companies and one investment in an existing portfolio company, representing $38.7 million in funded loans, net of upfront loan origination fees.
Total portfolio investment activity for the three months ended June 30, 2025 and 2024 was as follows:
| Three Months Ended June 30, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Beginning investment portfolio | $ | 1,004,233 | $ | 1,016,332 | ||
| Purchases of investments | 38,719 | 75,383 | ||||
| PIK interest | 4,093 | 2,687 | ||||
| Sales and prepayments of investments | (25,000 | ) | (25,312 | ) | ||
| Scheduled repayments of investments | (4,230 | ) | (1,333 | ) | ||
| Amortization of fixed income premiums or accretion of discounts | 2,917 | 1,867 | ||||
| Net realized gain (loss) on investments | (1,501 | ) | - | |||
| Net change in unrealized gain (loss) on investments | 5,720 | (6,300 | ) | |||
| Ending investment portfolio | $ | 1,024,951 | $ | 1,063,324 |
Net Asset Value
As of June 30, 2025, net asset value per share was $13.66, up 1% from $13.48 as of March 31, 2025. Total net assets at the end of the second quarter of 2025 were $498.9 million.
For the quarter ended June 30, 2025, our net increase in net assets resulting from operations was $16.8 million, or $0.45 per share, compared to a net increase in net assets resulting from operations of $1.9 million, or $0.05 per share, for the quarter ended March 31, 2025.
Liquidity and Capital Resources
As of June 30, 2025, the Company had approximately $297.0 million in available liquidity, including unrestricted cash and cash equivalents of $6.0 million and $291.0 million in available borrowing capacity under the Company’s credit facility, subject to existing terms, advance rates and regulatory and covenant requirements.
The Company ended the quarter with a core leverage ratio of approximately 105%, compared to 99% for the quarter ended March 31, 2025.
Distributions
On August 6, 2025, the Company’s board of directors (the "Board of Directors") declared total distributions of $0.36 per share, comprised of a regular quarterly distribution of $0.33 per share and a supplemental distribution of $0.03 per share, for stockholders of record as of August 18, 2025. Distributions are payable on September 2, 2025.
Recent Developments
The Company evaluated events subsequent to June 30, 2025 through August 7, 2025, the date the consolidated financial statements were issued. There have been no subsequent events that occurred during such period that would require recognition or disclosure, except as disclosed below.
From July 1, 2025 through August 7, 2025, the Company completed $20.0 million of additional debt commitments, of which $16.8 million was funded upon closing. In addition, the Company funded $0.3 million in unfunded commitments on existing investments. The Company also received $22.4 million in debt prepayments and $0.2 million in proceeds from the sale of equity positions.
Conference Call
Runway Growth will hold a conference call to discuss its second quarter ended June 30, 2025 financial results at 2:00 p.m. PT (5:00 p.m. ET) on Thursday, August 7, 2025. To participate in the conference call or webcast, participants should register online at the Runway Investor Relations website. The earnings call can also be accessed through the following links:
- Conference Call
- Webcast
A live webcast will be available in the investor section of the Company’s website, and will be archived for 90 days following the call.
About Runway Growth Finance Corp.
Runway Growth is a growing specialty finance company focused on providing flexible capital solutions to late- and growth-stage companies seeking an alternative to raising equity. Runway Growth is a closed-end investment fund that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. Runway Growth is externally managed by Runway Growth Capital LLC, an established registered investment advisor that was formed in 2015 and led by industry veteran David Spreng. For more information, please visit www.runwaygrowth.com.
Forward-Looking Statements
Statements included herein may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included in this press release may constitute forward-looking statements and are not guarantees of future performance, condition or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in Runway Growth’s filings with the Securities and Exchange Commission. Runway Growth undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this press release.
Important Disclosures
Strategies described involve special risks that should be evaluated carefully before a decision is made to invest. Not all of the risks and other significant aspects of these strategies are discussed herein. Please see a more detailed discussion of these risk factors and other related risks in the Company’s most recent annual report on Form 10-K in the section entitled “Risk Factors”, and in the Company's quarterly report on Form 10-Q for the quarter ended June 30, 2025, which may be obtained on the Company’s website, www.runwaygrowth.com, or the SEC’s website, www.sec.gov.
IR Contacts:
Taylor Donahue, Prosek Partners, rway@prosek.com
Thomas B. Raterman, Chief Financial Officer and Chief Operating Officer, tr@runwaygrowth.com
RUNWAY GROWTH FINANCE CORP.
Consolidated Statements of Assets and Liabilities
(In thousands, except share and per share data)
| December 31, 2024 | |||||
|---|---|---|---|---|---|
| Assets | |||||
| Investments at fair value: | |||||
| Non-control/non-affiliate investments at fair value (cost of 1,054,963 and 1,038,135, respectively) | 1,017,952 | $ | 1,005,328 | ||
| Affiliate investments at fair value (cost of 4,551 and 59,198, respectively) | - | 64,572 | |||
| Control investments at fair value (cost of 6,550 and 6,550, respectively) | 6,999 | 6,940 | |||
| Total investments at fair value (cost of 1,066,064 and 1,103,883, respectively) | 1,024,951 | 1,076,840 | |||
| Cash and cash equivalents | 5,960 | 5,751 | |||
| Interest and fees receivable | 8,873 | 8,141 | |||
| Other assets | 1,473 | 623 | |||
| Total assets | 1,041,257 | 1,091,355 | |||
| Liabilities | |||||
| Debt: | |||||
| Credit facility | 259,000 | 311,000 | |||
| 2026 Notes | 25,000 | 95,000 | |||
| 2027 Notes | 132,250 | 152,250 | |||
| 2028 Notes | 107,000 | - | |||
| Unamortized deferred financing costs | (7,302 | ) | (5,918 | ) | |
| Total debt, less unamortized deferred financing costs | 515,948 | 552,332 | |||
| Incentive fees payable | 14,491 | 14,106 | |||
| Interest payable | 8,190 | 7,743 | |||
| Foreign currency forward contracts | 1,359 | - | |||
| Accrued expenses and other liabilities | 2,395 | 2,305 | |||
| Total liabilities | 542,383 | 576,486 | |||
| Net assets | |||||
| Common stock, par value | 365 | 373 | |||
| Additional paid-in capital | 549,859 | 557,992 | |||
| Accumulated undistributed (overdistributed) earnings | (51,350 | ) | (43,496 | ) | |
| Total net assets | 498,874 | $ | 514,869 | ||
| Shares of common stock outstanding (0.01 par value, 100,000,000 shares authorized) | 36,532,020 | 37,347,428 | |||
| Net asset value per share | 13.66 | $ | 13.79 |
All values are in US Dollars.
RUNWAY GROWTH FINANCE CORP.
Consolidated Statements of Operations
(Unaudited)
(In thousands, except share and per share data)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Investment income | ||||||||||||
| From non-control/non-affiliate investments: | ||||||||||||
| Interest income | $ | 30,490 | $ | 30,935 | $ | 60,599 | $ | 65,390 | ||||
| Payment-in-kind interest income | 3,987 | 2,330 | 7,638 | 6,537 | ||||||||
| Dividend income | 188 | - | 506 | - | ||||||||
| Fee income | 314 | 187 | 543 | 807 | ||||||||
| From affiliate investments: | ||||||||||||
| Interest income | - | 600 | 646 | 1,199 | ||||||||
| Fee income | - | - | 256 | - | ||||||||
| Other income | 168 | 141 | 357 | 269 | ||||||||
| Total investment income | 35,147 | 34,193 | 70,545 | 74,202 | ||||||||
| Operating expenses | ||||||||||||
| Management fees | 3,944 | 3,946 | 7,953 | 7,898 | ||||||||
| Incentive fees | 3,523 | 3,649 | 7,452 | 8,317 | ||||||||
| Interest and other debt financing expenses | 11,764 | 10,867 | 22,051 | 21,727 | ||||||||
| Professional fees | 677 | 253 | 1,131 | 915 | ||||||||
| Administration agreement expenses | 663 | 472 | 1,288 | 1,036 | ||||||||
| Insurance expense | 161 | 209 | 316 | 417 | ||||||||
| Tax expense | 140 | - | 250 | 2 | ||||||||
| Other expenses | 327 | 206 | 557 | 635 | ||||||||
| Total operating expenses | 21,199 | 19,602 | 40,998 | 40,947 | ||||||||
| Net investment income | 13,948 | 14,591 | 29,547 | 33,255 | ||||||||
| Net realized and net change in unrealized gain (loss) | ||||||||||||
| Net realized gain (loss): | ||||||||||||
| Non-control/non-affiliate investments | (1,501 | ) | - | (4,387 | ) | - | ||||||
| Affiliate investments | - | - | 8,943 | - | ||||||||
| Net realized gain (loss) on investments | (1,501 | ) | - | 4,556 | - | |||||||
| Net realized gain (loss) on forward contracts and foreign currency transactions | (11 | ) | - | (11 | ) | - | ||||||
| Net realized gain (loss) | (1,512 | ) | - | 4,545 | - | |||||||
| Net change in unrealized gain (loss): | ||||||||||||
| Non-control/non-affiliate investments | 5,595 | (6,484 | ) | (4,204 | ) | (11,549 | ) | |||||
| Affiliate investments | - | 305 | (9,925 | ) | (1,247 | ) | ||||||
| Control investments | 125 | (121 | ) | 59 | (121 | ) | ||||||
| Net change in unrealized gain (loss) on investments | 5,720 | (6,300 | ) | (14,070 | ) | (12,917 | ) | |||||
| Net change in unrealized gain (loss) on forward contracts and foreign currency transactions | (1,359 | ) | - | (1,359 | ) | - | ||||||
| Net change in unrealized gain (loss) | 4,361 | (6,300 | ) | (15,429 | ) | (12,917 | ) | |||||
| Net realized and unrealized gain (loss) | 2,849 | (6,300 | ) | (10,884 | ) | (12,917 | ) | |||||
| Net increase (decrease) in net assets resulting from operations | $ | 16,797 | $ | 8,291 | $ | 18,663 | $ | 20,338 | ||||
| Net investment income per common share (basic and diluted) | $ | 0.38 | $ | 0.37 | $ | 0.79 | $ | 0.84 | ||||
| Net increase (decrease) in net assets resulting from operations per common share (basic and diluted) | $ | 0.45 | $ | 0.21 | $ | 0.50 | $ | 0.51 | ||||
| Weighted average shares outstanding (basic and diluted) | 37,103,061 | 39,180,767 | 37,224,569 | 39,786,511 |