UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


(Mark One)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 814-01180

Runway Growth Finance Corp.

(Exact name of registrant as specified in its charter)


Maryland	47-5049745
(State of incorporation)	(I.R.S. Employer Identification No.)


205 N. Michigan Ave., Suite 4200
Chicago, IL	60601
(Address of principal executive offices)	(Zip Code)

(312) 698-6902

(Registrant’s telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share 7.50% Notes due 2027	RWAY RWAYL	Nasdaq Global Select Market LLC Nasdaq Global Select Market LLC
8.00% Notes due 2027	RWAYZ	Nasdaq Global Select Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. Refer to the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b‑2 of the Exchange Act.


Large accelerated filer ☐	Accelerated filer ☒
Non-accelerated filer ☐	Smaller reporting company ☐
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes ☐ No ☒

The issuer had 37,347,428 shares of common stock, $0.01 par value per share, outstanding as of May 8, 2025.

Table of Contents

RUNWAY GROWTH FINANCE CORP.

FORM 10‑Q FOR THE QUARTER ENDED March 31, 2025

Table of Contents


	INDEX	PAGE NO.

PART I.	FINANCIAL INFORMATION

Item 1.	Consolidated Financial Statements	1

	Consolidated Statements of Assets and Liabilities as of March 31, 2025 (unaudited) and December 31, 2024	1

	Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024 (unaudited)	2

	Consolidated Statements of Changes in Net Assets for the three months ended March 31, 2025 and 2024 (unaudited)	3

	Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024 (unaudited)	4

	Consolidated Schedule of Investments as of March 31, 2025 (unaudited)	5

	Consolidated Schedule of Investments as of December 31, 2024	13

	Notes to Consolidated Financial Statements (unaudited)	20

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	54

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	65

Item 4.	Controls and Procedures	66

PART II.	OTHER INFORMATION	67

Item 1.	Legal Proceedings	67

Item 1A.	Risk Factors	67

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	67

Item 3.	Defaults Upon Senior Securities	67

Item 4.	Mine Safety Disclosures	67

Item 5.	Other Information	67

Item 6.	Exhibits	68

SIGNATURES		69

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

RUNWAY GROWTH FINANCE CORP.

Consolidated Statements of Assets and Liabilities

(In thousands, except share and per share data)


	March 31, 2025			December 31, 2024
	(Unaudited)
Assets
Investments at fair value:
Non-control/non-affiliate investments at fair value (cost of $1,039,965 and $1,038,135, respectively)	$	997,359		$	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)		6,874			6,940
Total investments at fair value (cost of $1,051,066 and $1,103,883, respectively)		1,004,233			1,076,840
Cash and cash equivalents		18,356			5,751
Interest and fees receivable		8,730			8,141
Other assets		1,577			623
Total assets		1,032,896			1,091,355
Liabilities
Debt:
Credit facility		253,000			311,000
2026 Notes		95,000			95,000
2027 Notes		152,250			152,250
Unamortized deferred financing costs		(8,043	)		(5,918	)
Total debt, less unamortized deferred financing costs		492,207			552,332
Distributions payable		13,445			-
Incentive fees payable		14,045			14,106
Interest payable		7,656			7,743
Accrued expenses and other liabilities		2,253			2,305
Total liabilities		529,606			576,486
Commitments and contingencies (Note 8)
Net assets
Common stock, par value		373			373
Additional paid-in capital		557,992			557,992
Accumulated undistributed (overdistributed) earnings		(55,075	)		(43,496	)
Total net assets	$	503,290		$	514,869

Shares of common stock outstanding ($0.01 par value, 100,000,000 shares authorized)		37,347,428			37,347,428
Net asset value per share	$	13.48		$	13.79

See notes to consolidated financial statements.

Table of Contents

RUNWAY GROWTH FINANCE CORP.

Consolidated Statements of Operations

(Unaudited)

(In thousands, except share and per share data)


	Three Months Ended March 31,
	2025			2024
Investment income
From non-control/non-affiliate investments:
Interest income	$	30,109		$	34,455
Payment-in-kind interest income		3,651			4,207
Dividend income		318			-
Fee income		229			620
From affiliate investments:
Interest income		646			599
Fee income		256			-
Other income		189			128
Total investment income		35,398			40,009
Operating expenses
Management fees		4,009			3,952
Incentive fees		3,929			4,668
Interest and other debt financing expenses		10,287			10,860
Professional fees		454			662
Administration agreement expenses		625			564
Insurance expense		155			208
Tax expense		110			2
Other expenses		230			429
Total operating expenses		19,799			21,345
Net investment income		15,599			18,664
Net realized and net change in unrealized gain (loss) on investments
Net realized gain (loss) on non-control/non-affiliate investments		(2,886	)		-
Net realized gain (loss) on affiliate investments		8,943			-
Net realized gain (loss) on investments		6,057			-
Net change in unrealized gain (loss) on non-control/non-affiliate investments		(9,799	)		(5,065	)
Net change in unrealized gain (loss) on affiliate investments		(9,925	)		(1,552	)
Net change in unrealized gain (loss) on control investments		(66	)		-
Net change in unrealized gain (loss) on investments		(19,790	)		(6,617	)
Net realized and unrealized gain (loss) on investments		(13,733	)		(6,617	)
Net increase (decrease) in net assets resulting from operations	$	1,866		$	12,047
Net investment income per common share (basic and diluted)	$	0.42		$	0.46
Net increase (decrease) in net assets resulting from operations per common share (basic and diluted)	$	0.05		$	0.30
Weighted average shares outstanding (basic and diluted)		37,347,428			40,392,255

See notes to consolidated financial statements.

Table of Contents

RUNWAY GROWTH FINANCE CORP.

Consolidated Statements of Changes in Net Assets

(Unaudited)

(In thousands, except share data)


	Common Stock						Additional		Accumulated Undistributed
For the Three Months Ended March 31, 2025	Outstanding Shares (1)		Par Value		Treasury Stock (2)		Paid-in Capital		(Overdistributed) earnings			Total Net Assets
Balances at December 31, 2024		37,347,428	$	373	$	-	$	557,992	$	(43,496	)	$	514,869
Net investment income		-		-		-		-		15,599			15,599
Net realized gain (loss) on investments		-		-		-		-		6,057			6,057
Net change in unrealized gain (loss) on investments		-		-		-		-		(19,790	)		(19,790	)
Dividends paid to stockholders		-		-		-		-		(13,445	)		(13,445	)
Balances at March 31, 2025		37,347,428	$	373	$	-	$	557,992	$	(55,075	)	$	503,290


	Common Stock								Additional			Accumulated Undistributed
For the Three Months Ended March 31, 2024	Outstanding Shares (1)			Par Value		Treasury Stock (2)			Paid-in Capital			(Overdistributed) earnings			Total Net Assets
Balances at December 31, 2023		40,509,269		$	414	$	(10,816	)	$	605,110		$	(47,637	)	$	547,071
Net investment income		-			-		-			-			18,664			18,664
Net realized gain (loss) on investments		-			-		-			-			-			-
Net change in unrealized gain (loss) on investments		-			-		-			-			(6,617	)		(6,617	)
Acquisition of treasury stock (2)		(887,096	)		-		(10,609	)		-			-			(10,609	)
Dividends paid to stockholders		-			-		-			-			(19,040	)		(19,040	)
Shares retired		(11	)		-		-			-			-			-
Tax reclassification		-			-		-			(2	)		2			-
Balances at March 31, 2024		39,622,162		$	414	$	(21,425	)	$	605,108		$	(54,628	)	$	529,469

(1)

Number of shares is shown net of cumulative share repurchases of 4,033,150 and 1,758,441 shares as of March 31, 2025 and March 31, 2024, respectively.

(2)

Prior to December 31, 2024, the Company reported repurchases of common stock as a separate financial statement line item labeled as "Treasury stock" within "Total net assets" and labeled any related activity as "Acquisition of treasury stock." As of December 31, 2024 and going forward, any shares that were repurchased by the Company are to be returned to unissued common shares and amounts repurchased are presented as a deduction from "Common stock, par value" and "Additional paid-in capital." For more information, refer to "Repurchases of Common Stock" in "Note 2 - Summary of Significant Accounting Policies."

See notes to consolidated financial statements.

Table of Contents

RUNWAY GROWTH FINANCE CORP.

Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)


	For the Three Months Ended March 31,
	2025			2024
Cash flows from operating activities
Net increase in net assets resulting from operations	$	1,866		$	12,047
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by (used in) operating activities:
Purchases of investments		(15,320	)		(24,642	)
Payment-in-kind interest		(3,260	)		(4,176	)
Sales or repayments of investments		78,643			34,862
Sales or maturities of U.S. Treasury Bills		-			42,029
Net realized (gain) loss on investments		(6,057	)		-
Net change in unrealized (gain) loss on investments		19,790			6,617
Amortization of fixed income premiums or accretion of discounts and end-of-term payments		(1,189	)		(4,013	)
Amortization of deferred financing costs		832			840
Changes in operating assets and liabilities:
(Increase) decrease in interest and fees receivable		(589	)		1,423
(Increase) decrease in other assets		(954	)		60
Increase (decrease) in incentive fees payable		(61	)		1,336
Increase (decrease) in interest payable		(87	)		1,171
Increase (decrease) in accrued expenses and other liabilities		(52	)		1,044
Net cash provided by (used in) operating activities		73,562			68,598
Cash flows from financing activities
Payments of deferred financing costs		(2,957	)		(4	)
Borrowings under credit facility		17,000			10,000
Repayments under credit facility		(75,000	)		(45,000	)
Acquisition of treasury shares		-			(10,609	)
Dividends paid to stockholders		-			(19,040	)
Net cash (used in) provided by financing activities		(60,957	)		(64,653	)
Net increase (decrease) in cash and cash equivalents		12,605			3,945
Cash and cash equivalents at beginning of period		5,751			2,970
Cash and cash equivalents at end of period	$	18,356		$	6,915
Supplemental and non-cash financing cash flow information:
Taxes paid	$	390		$	616
Interest paid		8,986			8,008
Dividends declared but not yet paid		13,445			-

See notes to consolidated financial statements.

Table of Contents

RUNWAY GROWTH FINANCE CORP.

Consolidated Schedule of Investments (Unaudited)

March 31, 2025

(In thousands, except share data)


Portfolio Company			Investment Type	Investment Description(1)(2)(4)	Initial Acquisition Date	Maturity Date	Principal ($) / Shares		Cost ($)		Fair Value ($) (3)		Footnotes
Non-Control/Non-Affiliate Investments
	Debt Investments
		Application Software
		Airship Group, Inc.	Senior Secured	SOFR+3.75%, 9.08% floor, 3.00% PIK, 3.25% ETP	6/28/2024	6/15/2028		49,499		49,008		50,003	(10) (11) (12)
		Blueshift Labs, Inc.	Senior Secured	SOFR+6.25%, 11.25% floor, 2.00% PIK, 1.50% ETP	12/19/2023	12/15/2028		26,148		25,906		23,242	(10) (11) (12)
			Senior Secured	SOFR+6.25%, 11.25% floor, 2.00% PIK	12/12/2024	12/15/2028		503		503		938	(10) (12) (22)
		Circadence Corporation	Senior Secured	SOFR+9.50%, 12.26% floor, 7.50% ETP	12/20/2018	12/15/2025		23,752		25,102		20,321	(11)
		FiscalNote, Inc.	Senior Secured	PRIME+5.00%, 9.00% floor, 1.00% PIK, 5.75% ETP	10/19/2020	7/15/2027		25,689		26,129		25,657	(10) (11) (12) (14)
		Piano Software, Inc.	Senior Secured	SOFR+7.25%, 11.25% floor, 1.50% ETP	12/31/2024	12/31/2029		43,000		42,048		42,096	(11) (12)
		Snap! Mobile, Inc.	Senior Secured	SOFR+7.50%, 12.10% floor, 3.83% ETP	9/30/2024	9/30/2028		18,000		17,571		17,717	(11) (12)
		VTX Intermediate Holdings, Inc. (dba VertexOne)	Senior Secured	SOFR+7.00%, 8.00% floor, 1.00% PIK, 3.00% ETP	12/12/2024	9/24/2029		35,092		34,807		34,823	(10) (11) (12)
			Second Lien	FIXED 12.50% PIK, 31.05% ETP	12/12/2024	9/24/2029		6,000		5,746		5,803	(10) (11) (12)
		Total Application Software - 43.83%*								226,820		220,600

		Data Processing & Outsourced Services
		Elevate Services, Inc.	Senior Secured	SOFR+7.50%, 12.78% floor	7/10/2023	7/10/2027		39,000		38,133		39,455	(12)
		Hurricane Cleanco Limited	Senior Secured	FIXED 6.25%, 6.25% PIK	12/31/2024	11/22/2029		27,941		27,124		27,941	(5) (9) (10) (21)
		Interactions Corporation	Senior Secured	SOFR+9.26%, 9.76% floor, 3.9375% ETP	6/24/2022	6/15/2027		40,000		40,452		40,395	(11) (12)
		Vesta Payment Solutions, Inc.	Senior Secured	SOFR+7.00%, 9.00% floor, 6.00% ETP	11/29/2022	11/15/2026		25,000		25,590		22,246	(11) (12)
		Total Data Processing & Outsourced Services - 25.84%*								131,299		130,037

		Electronic Equipment & Instruments
		Brivo, Inc.	Senior Secured	SOFR+7.25%, 11.29% floor, 2.53% ETP	12/27/2024	12/15/2029		40,000		39,755		39,766	(11) (12)
		Total Electronic Equipment & Instruments - 7.90%*								39,755		39,766

		Healthcare Equipment
		Moximed, Inc.	Senior Secured	PRIME+5.25%, 8.75% floor, 3.50% ETP	6/24/2022	7/1/2027		15,000		15,118		15,382	(11) (12)
		Total Healthcare Equipment - 3.06%*								15,118		15,382

See notes to consolidated financial statements.

Table of Contents

RUNWAY GROWTH FINANCE CORP.

Consolidated Schedule of Investments (Unaudited) – (continued)

March 31, 2025

(In thousands, except share data)


Portfolio Company			Investment Type	Investment Description(1)(2)(4)	Initial Acquisition Date	Maturity Date	Principal ($) / Shares		Cost ($)		Fair Value ($) (3)		Footnotes
Non-Control/Non-Affiliate Investments
	Debt Investments
		Healthcare Technology
		EBR Systems, Inc.	Senior Secured	PRIME+4.90%, 8.90% floor, 4.50% ETP	6/30/2022	6/15/2027		40,000		40,188		40,787	(11) (12) (16)
		Mingle Healthcare Solutions, Inc.	Senior Secured	SOFR+9.75%, 12.26% floor, 10.50% ETP	8/15/2018	12/15/2026		4,257		4,887		2,403	(11) (26)
		Nalu Medical, Inc.	Senior Secured	PRIME+2.70%, 6.70% floor, 2.00% PIK, 4.50% ETP	10/12/2022	10/12/2027		21,007		21,212		21,985	(10) (11) (12)
		Onward Medical, N.V.	Senior Secured	SOFR+6.50%, 10.75% floor, 2.50% ETP	6/28/2024	6/15/2028		17,088		16,730		16,994	(8) (9) (11) (12) (17)
		Route 92 Medical, Inc.	Senior Secured	SOFR+7.00%, 9.00% floor, 3.95% ETP	3/31/2025	3/31/2029		35,000		34,095		34,095	(11) (12)
		SetPoint Medical Corporation	Senior Secured	SOFR+5.75%, 9.00% floor, 4.00% ETP	12/29/2022	12/1/2027		25,000		25,293		25,986	(11) (12)
		Total Healthcare Technology - 28.26%*								142,405		142,250

		Human Resource & Employment Services
		JobGet Holdings, Inc. (fka Snagajob.com, Inc.)	Senior Secured	SOFR+8.50% PIK, 9.00% floor, 2.75% ETP	9/29/2021	11/15/2025		3,732		3,774		2,574	(10) (11) (26)
		Total Human Resource & Employment Services - 0.51%*								3,774		2,574

		Internet & Direct Marketing Retail
		Madison Reed, Inc.	Senior Secured	PRIME+4.75%, 11.00% floor, 11.00% cash cap, 3.00% ETP	12/16/2022	12/16/2026		16,289		16,364		16,529	(10) (11) (12)
		Marley Spoon SE	Senior Secured	SOFR+8.75% PIK, 9.51% floor, 0.95% ETP	6/30/2021	6/15/2027		43,067		43,155		33,527	(6) (9) (10) (11) (18)
		Total Internet & Direct Marketing Retail - 9.95%*								59,519		50,056

		Internet Software and Services
		Bombora, Inc.	Senior Secured	SOFR+4.75%, 6.75% floor, 3.25% PIK, 0.96% ETP	12/26/2023	1/15/2028		29,146		29,133		29,337	(10) (11) (12)
		CarNow, Inc.	Senior Secured	SOFR+7.25%, 11.75% floor, 1.60% ETP	3/22/2024	3/22/2029		20,000		17,959		18,204	(11) (12)
		Skillshare, Inc.	Senior Secured	SOFR+6.50%, 10.72% floor, 3.00% ETP	11/8/2022	11/8/2026		24,000		24,399		24,216	(11) (12)
		Synack, Inc.	Senior Secured	SOFR+7.00%, 11.07% floor, 1.00% ETP	12/29/2023	12/29/2028		42,500		42,360		42,605	(11) (12)
		Zinnia Corporate Holdings, LLC	Senior Secured	SOFR+8.00%, 10.00% floor	9/23/2024	9/21/2029		40,000		39,262		39,433	(12)
		Total Internet Software and Services - 30.56%*								153,113		153,795

		Property & Casualty Insurance
		Kin Insurance, Inc.	Senior Secured	PRIME+6.25%, 12.50% floor, 3.30% ETP	9/26/2022	9/15/2026		75,000		76,113		76,871	(11) (12)
		Total Property & Casualty Insurance - 15.27%*								76,113		76,871

See notes to consolidated financial statements.

Table of Contents

RUNWAY GROWTH FINANCE CORP.

Consolidated Schedule of Investments (Unaudited) – (continued)

March 31, 2025

(In thousands, except share data)


Portfolio Company			Investment Type	Investment Description(1)(2)(4)	Initial Acquisition Date	Maturity Date	Principal ($) / Shares		Cost ($)		Fair Value ($) (3)		Footnotes
Non-Control/Non-Affiliate Investments
	Debt Investments
		System Software
		3PL Central LLC (dba Extensiv)	Senior Secured	SOFR+7.00%, 9.00% floor, 5.00% ETP	11/9/2022	9/30/2025		72,290		72,972		69,942	(11) (12)
		Dejero Labs Inc.	Second Lien	SOFR+8.00%, 8.50% floor, 2.00% PIK, 3.00% ETP	12/22/2021	12/22/2025		14,535		14,805		14,513	(7) (9) (10) (11) (12)
		Linxup, LLC	Senior Secured	PRIME+3.25%, 11.75% floor, 2.25% ETP	11/3/2023	11/15/2027		30,000		29,846		30,602	(11) (12)
		Total System Software - 22.86%*								117,623		115,057

	Total Debt Investments - 188.04%*									965,539		946,388

	Equity Investments
		Advertising
		Minute Media Inc.	Equity	Preferred Stock	12/13/2023	N/A		1,039		120		132	(5) (9) (13)
			Equity	Common Stock	12/13/2023	N/A		136		16		16	(5) (9) (13)
		Total Advertising - 0.03%*								136		148

		Application Software
		Aria Systems, Inc.	Equity	Series G Preferred Stock	7/10/2018	N/A		289,419		250		285	(13)
		FiscalNote, Inc.	Equity	Common Stock	10/19/2020	N/A		230,881		438		186	(13) (14) (19)
		VTX Holdings, LLC	Equity	Series C Preferred Units	12/12/2024	N/A		3,015,219		143		146	(13)
		Total Application Software - 0.12%*								831		617

		Healthcare Technology
		CareCloud, Inc.	Equity	8.75% Series A Cumulative Redeemable Perpetual Preferred Stock	1/8/2020	N/A		462,064		12,132		8,978	(19)
		Total Healthcare Technology - 1.78%*								12,132		8,978

		Human Resource & Employment Services
		JobGet Holdings, Inc. (fka Snagajob.com, Inc.)	Equity	Series C-1 Preferred Stock	11/15/2024	N/A		389,048		36,502		26,675	(13) (27)
			Equity	Series C-2 Preferred Stock	11/15/2024	N/A		16,963		-		-	(13) (27)
		Total Human Resource & Employment Services - 5.30%*								36,502		26,675

		Internet & Direct Marketing Retail
		Marley Spoon SE	Equity	Common Stock	7/7/2023	N/A		46,004		410		33	(6) (9) (13) (18) (19) (21)
		Total Internet & Direct Marketing Retail - 0.01%*								410		33

		Technology Hardware, Storage & Peripherals
		zSpace, Inc.	Equity	Common Stock	12/31/2020	N/A		81,046		1,119		601	(13)
		Total Technology Hardware, Storage & Peripherals - 0.12%*								1,119		601

	Total Equity Investments - 7.36%*									51,130		37,052

See notes to consolidated financial statements.

Table of Contents

RUNWAY GROWTH FINANCE CORP.

Consolidated Schedule of Investments (Unaudited) – (continued)

March 31, 2025

(In thousands, except share data)


Portfolio Company			Investment Type	Investment Description(1)(2)(4)	Initial Acquisition Date	Maturity Date	Principal ($) / Shares		Cost ($)		Fair Value ($) (3)		Footnotes
Non-Control/Non-Affiliate Investments
	Warrants
		Application Software
		3DNA Corp. (dba NationBuilder)	Warrants	Series C-1 Preferred Stock	12/28/2018	12/28/2028		273,164		104		-	(13)
		Airship Group, Inc.	Warrants	Series F Preferred Stock	6/28/2024	6/28/2034		519,313		414		433	(13)
		Aria Systems, Inc.	Warrants	Series G Preferred Stock	6/29/2018	6/29/2028		2,387,705		1,048		1,283	(13)
		Blueshift Labs, Inc.	Warrants	Success fee	12/19/2023	N/A	N/A			167		196	(13) (20)
		Circadence Corporation	Warrants	Series A-6 Preferred Stock	12/20/2018	12/20/2028		1,538,462		3,630		12	(13)
			Warrants	Series A-6 Preferred Stock	10/31/2019	10/31/2029		384,615		846		3	(13)
			Warrants	Success fee	12/21/2023	N/A	N/A			304		415	(13) (20)
		FiscalNote, Inc.	Warrants	Earnout	7/29/2022	7/29/2027	N/A			127		3	(13) (14) (20)
		Piano Software, Inc.	Warrants	Series D Preferred Stock	12/31/2024	12/31/2034		119,978		348		348	(13)
		Snap! Mobile, Inc.	Warrants	Series B Preferred Stock	9/30/2024	9/30/2034		19,140		345		387	(13)
		Total Application Software - 0.61%*								7,333		3,080

		Asset Management & Custody Banks
		Betterment Holdings, Inc.	Warrants	Common Stock	10/6/2023	10/6/2033		7,680		35		64	(13)
			Warrants	Common Stock	10/6/2023	10/6/2033		9,818		40		74	(13)
		Total Asset Management & Custody Banks - 0.03%*								75		138

		Biotechnology
		Mustang Bio, Inc.	Warrants	Common Stock	3/4/2022	3/4/2032		997		315		-	(13) (15)
		Total Biotechnology - 0.00%*								315		-

		Data Processing & Outsourced Services
		Elevate Services, Inc.	Warrants	Series C Preferred Stock	7/10/2023	7/10/2033		248,997		447		469	(13)
			Warrants	Series C Preferred Stock	7/17/2024	7/17/2034		236,550		377		445	(13)
		Interactions Corporation	Warrants	Common Stock	6/24/2022	6/24/2032		189,408		219		12	(13)
		Predactiv, Inc. (fka Sharethis, Inc.)	Warrants	Series D-3 Preferred Stock	12/3/2018	12/3/2028		647,615		2,162		73	(13)
		Total Data Processing & Outsourced Services - 0.20%*								3,205		999

See notes to consolidated financial statements.

Table of Contents

RUNWAY GROWTH FINANCE CORP.

Consolidated Schedule of Investments (Unaudited) – (continued)

March 31, 2025

(In thousands, except share data)


Portfolio Company		Investment Type	Investment Description(1)(2)(4)	Initial Acquisition Date	Maturity Date	Principal ($) / Shares		Cost ($)		Fair Value ($) (3)		Footnotes
	Electronic Equipment & Instruments
	Brivo, Inc.	Warrants	Series A-2 Preferred Stock	10/20/2022	10/20/2032		201,000		98		274	(13)
		Warrants	Series A-2 Preferred Stock	12/27/2024	12/27/2034		32,109		43		44	(13)
	Total Electronic Equipment & Instruments - 0.06%*								141		318

	Healthcare Equipment
	Moximed, Inc.	Warrants	Series C Preferred Stock	6/24/2022	6/24/2032		214,285		175		17	(13)
	Total Healthcare Equipment - 0.00%*								175		17

	Healthcare Technology
	Allurion Technologies, Inc.	Warrants	Common Stock	3/30/2021	3/30/2031		5,320		282		-	(13) (14)
		Warrants	Common Stock	6/14/2022	3/30/2031		1,851		141		-	(13) (14)
		Warrants	Common Stock	9/15/2022	9/15/2032		1,850		144		-	(13) (14)
		Warrants	Earnout	8/2/2023	8/1/2028	N/A			-		-	(13) (14) (20)
	EBR Systems, Inc.	Warrants	Success fee	6/30/2022	6/30/2032	N/A			605		762	(13) (16) (20)
	Mingle Healthcare Solutions, Inc.	Warrants	Series CC Preferred Stock	8/15/2018	8/15/2028		1,770,973		492		-	(13)
	Nalu Medical, Inc.	Warrants	Series D-2 Preferred Stock	10/12/2022	10/12/2032		91,717		173		76	(13)
	Onward Medical, N.V.	Warrants	Common Stock	6/28/2024	9/26/2034		165,338		340		329	(8) (9) (13) (17) (21)
	Route 92 Medical, Inc.	Warrants	Success fee	3/31/2025	3/31/2035	N/A			833		833	(13) (20)
	SetPoint Medical Corporation	Warrants	Series B Preferred Stock	6/29/2021	6/29/2031		400,000		14		217	(13)
		Warrants	Series B Preferred Stock	12/29/2022	12/29/2032		600,000		74		325	(13)
	VERO Biotech LLC	Warrants	Success fee	12/29/2020	12/29/2025	N/A			377		106	(13) (20)
	Total Healthcare Technology - 0.53%*								3,475		2,648

	Human Resource & Employment Services
	CloudPay, Inc.	Warrants	Series B Preferred Stock	6/30/2020	6/30/2030		11,273		218		1,275	(5) (9) (13)
		Warrants	Series D Preferred Stock	8/17/2021	8/17/2031		3,502		52		73	(5) (9) (13)
		Warrants	Series D Preferred Stock	9/26/2022	9/26/2032		5,252		176		110	(5) (9) (13)
	JobGet Holdings, Inc. (fka Snagajob.com, Inc.)	Warrants	Series B-1 Preferred Stock	9/29/2021	9/29/2031		763,269		343		-	(13)
	Total Human Resource & Employment Services - 0.29%*								789		1,458

	Internet & Direct Marketing Retail
	Madison Reed, Inc.	Warrants	Success fee	12/16/2022	N/A	N/A			209		195	(13) (20)
	Total Internet & Direct Marketing Retail - 0.04%*								209		195

See notes to consolidated financial statements.

Table of Contents

RUNWAY GROWTH FINANCE CORP.

Consolidated Schedule of Investments (Unaudited) – (continued)

March 31, 2025

(In thousands, except share data)


Portfolio Company			Investment Type	Investment Description(1)(2)(4)	Initial Acquisition Date	Maturity Date	Principal ($) / Shares		Cost ($)		Fair Value ($) (3)		Footnotes
Non-Control/Non-Affiliate Investments
	Warrants
		Internet Software and Services
		Bombora, Inc.	Warrants	Common Stock	3/31/2021	3/31/2031		121,581		174		127	(13)
			Warrants	Common Stock	12/26/2023	12/26/2033		48,632		43		51	(13)
		CarNow, Inc.	Warrants	Common Stock	3/22/2024	3/22/2034		200,000		2,400		2,593	(13)
		INRIX, Inc.	Warrants	Common Stock	7/26/2019	7/26/2029		150,804		522		353	(13)
		JWP Holdco LLC (fka Longtail Ad Solutions, Inc.)	Warrants	Common Units	12/12/2019	12/12/2029		167,827		47		-	(13)
		Skillshare, Inc.	Warrants	Success fee	11/8/2022	N/A	N/A			301		417	(13) (20)
		Synack, Inc.	Warrants	Common Stock	12/29/2023	6/30/2032		124,215		158		194	(13)
		Total Internet Software and Services - 0.74%*								3,645		3,735

		Property & Casualty Insurance
		Kin Insurance, Inc.	Warrants	Series D-3 Preferred Stock	9/26/2022	9/26/2032		62,364		426		301	(13)
		Total Property & Casualty Insurance - 0.06%*								426		301

		Specialized Consumer Services
		AllClear ID, Inc.	Warrants	Common Stock	8/31/2017	8/31/2027		870,514		1,750		-	(13)
		Credit Sesame, Inc.	Warrants	Common Stock	1/7/2020	1/7/2030		191,601		425		367	(13)
		Total Specialized Consumer Services - 0.07%*								2,175		367

		System Software
		Dejero Labs Inc.	Warrants	Common Stock	5/31/2019	5/31/2029		333,621		192		167	(7) (9) (13)
		Linxup, LLC	Warrants	Success fee	11/3/2023	11/3/2033	N/A			253		239	(13) (20)
		Scale Computing, Inc.	Warrants	Common Stock	3/29/2019	3/29/2029		9,665,667		346		-	(13)
		Total System Software - 0.08%*								791		406

		Technology Hardware, Storage & Peripherals
		RealWear, Inc.	Warrants	Series A-1 Preferred Stock	10/5/2018	10/5/2028		73,746		89		145	(13)
			Warrants	Common Stock	10/5/2018	10/5/2028		38,705		47		2	(13)
			Warrants	Series A-1 Preferred Stock	12/28/2018	12/28/2028		14,749		16		29	(13)
			Warrants	Common Stock	12/28/2018	12/28/2028		7,742		9		-	(13)
			Warrants	Series A-1 Preferred Stock	6/27/2019	6/27/2029		81,251		250		78	(13)
			Warrants	Common Stock	6/27/2019	6/27/2029		42,643		131		3	(13)
		Total Technology Hardware, Storage & Peripherals - 0.05%*								542		257

	Total Warrants - 2.76%*									23,296		13,919

Total Non-Control/Non-Affiliate Investments - 198.16%*										1,039,965		997,359

See notes to consolidated financial statements.

Table of Contents

RUNWAY GROWTH FINANCE CORP.

Consolidated Schedule of Investments (Unaudited) – (continued)

March 31, 2025

(In thousands, except share data)


Portfolio Company			Investment Type	Investment Description(1)(2)(4)	Initial Acquisition Date	Maturity Date	Principal ($) / Shares		Cost ($)		Fair Value ($) (3)		Footnotes
Affiliate Investments													(25)
	Equity Investments
		Application Software
		Coginiti Corp	Equity	Common Stock	3/9/2020	N/A		1,040,160		4,551		-	(13)
		Total Application Software - 0.00%*								4,551		-

	Total Equity Investments - 0.00%*									4,551		-

	Warrants
		Application Software
		Coginiti Corp	Warrants	Common Stock	3/9/2020	3/9/2030		811,770		-		-	(13)
		Total Application Software - 0.00%*								-		-

	Total Warrants - 0.00%*									-		-

Total Affiliate Investments - 0.00%*										4,551		-

Control Investments													(26)
	Equity Investments
		Data Processing & Outsourced Services
		Pivot3, Inc.	Equity	100% Equity Interest	12/31/2023	N/A	N/A			950		995	(23)
		Total Data Processing & Outsourced Services - 0.20%*								950		995

		Multi-Sector Holdings
		Runway-Cadma I LLC	Equity	50% Equity Interest	3/6/2024	N/A	N/A			5,600		5,879	(9)
		Total Multi-Sector Holdings - 1.17%*								5,600		5,879

	Total Equity Investments - 1.37%*									6,550		6,874

Total Control Investments - 1.37%*										6,550		6,874

Total Investments - 199.53%*									$	1,051,066	$	1,004,233

See notes to consolidated financial statements.

Table of Contents

RUNWAY GROWTH FINANCE CORP.

Consolidated Schedule of Investments (Unaudited) – (continued)

March 31, 2025


(1)		Disclosures of interest rates on notes include cash interest rates and payment-in-kind ("PIK") interest rates, as applicable. Unless otherwise indicated, all of the Company's variable interest debt instruments bear interest at a rate determined by reference to the U.S. Prime Rate ("PRIME") or the 1-month or 3-month Secured Overnight Financing Rate ("SOFR"). At March 31, 2025, the U.S. Prime Rate was 7.50%, the 1-Month SOFR was 4.32%, and the 3-Month SOFR was 4.29%.
(2)		The Company’s investments are generally acquired in private transactions exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), and, therefore, except as otherwise noted, are subject to limitation on resale, may be deemed to be "restricted securities" under the Securities Act, and were valued at fair value as determined in good faith by the Board of Directors (as defined in "Note 2 – Summary of Significant Accounting Policies").
(3)		Investments are held at Fair Value net of the Fair Value of Unfunded Commitments. Refer to "Note 8 – Commitments and Contingencies" for additional detail.
(4)		All portfolio companies are domiciled in the United States, unless otherwise noted.
(5)		Portfolio company is domiciled in the United Kingdom. Fair value of United-Kingdom domiciled investments represents 5.87% of net assets.
(6)		Portfolio company is domiciled in Germany. Fair value of Germany domiciled investments represents 6.67% of net assets.
(7)		Portfolio company is domiciled in Canada. Fair value of Canadian domiciled investments represents 2.92% of net assets.
(8)		Portfolio company is domiciled in the Netherlands. Fair value of Dutch domiciled investments represents 3.44% of net assets.
(9)		Investment is not a qualifying investment as defined under Section 55(a) of the Investment Company Act of 1940, as amended. The fair value of non-qualifying assets represents 9.78% of total assets as of March 31, 2025. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets. If at any time qualifying assets do not represent at least 70% of the Company's total assets, the Company will be precluded from acquiring any additional non-qualifying assets until such time as it complies with the requirements of Section 55(a).
(10)		Represents a PIK security. PIK interest will be accrued and paid at maturity. For any investments denoting a "cash cap", any interest above such cap will be recorded as PIK interest.
(11)		Disclosures of end-of-term payments ("ETP") are one-time payments stated as a percentage of principal amount.
(12)		The investment is an eligible loan investment in the collateral under the Credit Facility (as defined in "Note 7 – Borrowings").
(13)		Investments are non-income producing.
(14)		Portfolio company is publicly traded and listed on NYSE.
(15)		Portfolio company is publicly traded and listed on NASDAQ.
(16)		Portfolio company is publicly traded and listed on Australian Stock Exchange.
(17)		Portfolio company is publicly traded and listed on Euronext.
(18)		Portfolio company is publicly traded and listed on Deutsche Borse Xetra.
(19)		Investment is not a "restricted security" under the Securities Act.
(20)		Investment is either a cash success fee payable or earnout of shares based on the consummation of certain trigger events.
(21)		Investment is denominated in a foreign currency. At each balance sheet date, portfolio company investments denominated in foreign currencies are translated into U.S. dollars using the spot exchange rate on the last business day of the period. Transactions of foreign portfolio company investments, and income related from such investments, are translated into U.S. dollars using relevant rates of exchange on the respective dates of such transactions.
(22)		Investment represents a security with a tiered fee that increases quarterly, dependent upon the timing of repayment. Such fees are recorded in "Fee income" on the Consolidated Statements of Operations.
(23)		The assets recovered on the senior secured term loan to Pivot3, Inc. were contributed to P3 Holdco LLC by the Company, a wholly owned subsidiary of the Company. For more information, refer to "Note 2 — Summary of Significant Accounting Policies, Principles of Consolidation".
(24)		Affiliate portfolio company as defined under the 1940 Act in which the Company owns between 5% and 25% (inclusive) of the investment's voting securities and does not have rights to maintain greater than 50% representation on the board.
(25)		Control portfolio company, as defined under the 1940 Act, in which the Company owns more than 25% of the investment’s voting securities or has greater than 50% representation on its board.
(26)		Investment is on non-accrual status as of March 31, 2025 and is therefore considered non-income producing.
(27)		JobGet Holdings, Inc. (fka Snagajob.com, Inc.) has the right of first refusal on sale of preferred stock.
*		Fair value as a percentage of net assets.

See notes to consolidated financial statements.

Table of Contents

RUNWAY GROWTH FINANCE CORP

Consolidated Schedule of Investments

December 31, 2024

(In thousands, except share data)


Portfolio Company			Investment Type	Investment Description(1)(2)(4)	Initial Acquisition Date	Maturity Date	Principal ($) / Shares		Cost ($)		Fair Value ($) (3)		Footnotes
Non-Control/Non-Affiliate Investments
	Debt Investments
		Application Software
		Airship Group, Inc.	Senior Secured	SOFR+3.75%, 9.08% floor, 3.00% PIK, 3.25% ETP	6/28/2024	6/15/2028		49,129		48,508		49,442	(10) (11) (12)
		Blueshift Labs, Inc.	Senior Secured	SOFR+6.25%, 11.25% floor, 2.00% PIK, 1.50% ETP	12/19/2023	12/15/2028		26,018		25,743		23,664	(10) (11)
			Senior Secured	Bridge Loan	12/12/2024	12/15/2028		500		500		455	(23)
		Circadence Corporation	Senior Secured	SOFR+9.50%, 12.26% floor, 7.50% ETP	12/20/2018	12/15/2025		23,752		25,102		20,492	(11)
		FiscalNote, Inc.	Senior Secured	PRIME+5.00%, 9.00% floor, 1.00% PIK, 5.75% ETP	10/19/2020	7/15/2027		36,908		37,411		36,252	(10) (11) (12) (14)
		Piano Software, Inc.	Senior Secured	SOFR+7.25%, 11.25% floor, 1.50% ETP	12/31/2024	12/31/2029		43,000		42,008		42,008	(11) (12)
		Snap! Mobile, Inc.	Senior Secured	SOFR+7.50%, 12.10% floor, 3.83% ETP	9/30/2024	9/30/2028		18,000		17,511		17,511	(11) (12)
		VTX Intermediate Holdings, Inc. (dba VertexOne)	Senior Secured	SOFR+7.00%, 8.00% floor, 1.00% PIK, 3.00% ETP	12/12/2024	9/24/2029		35,000		34,664		34,244	(10) (11) (12)
			Second Lien	FIXED 12.50% PIK, 31.05% ETP	12/12/2024	9/24/2029		6,000		5,749		5,749	(10) (11) (12)
		Total Application Software - 44.64%*								237,196		229,817

		Data Processing & Outsourced Services
		Elevate Services, Inc.	Senior Secured	SOFR+7.50%, 12.78% floor	7/10/2023	7/10/2027		26,000		25,316		26,274	(12)
		Hurricane Cleanco Limited	Senior Secured	FIXED 6.25%, 6.25% PIK	12/31/2024	11/22/2029		26,643		26,692		26,643	(5) (9) (10) (22)
		Interactions Corporation	Senior Secured	SOFR+9.26%, 9.76% floor, 3.9375% ETP	6/24/2022	6/15/2027		40,000		40,347		40,238	(11) (12)
		Vesta Payment Solutions, Inc.	Senior Secured	SOFR+7.00%, 9.00% floor, 5.00% ETP	11/29/2022	11/15/2026		25,000		25,465		21,747	(11)
		Total Data Processing & Outsourced Services - 22.32%*								117,820		114,902

		Electronic Equipment & Instruments
		Brivo, Inc.	Senior Secured	SOFR+7.25%, 11.29% floor, 2.53% ETP	12/27/2024	12/15/2029		40,000		39,708		39,708	(11) (12)
		Total Electronic Equipment & Instruments - 7.71%*								39,708		39,708

		Healthcare Equipment
		Moximed, Inc.	Senior Secured	PRIME+5.25%, 8.75% floor, 3.50% ETP	6/24/2022	7/1/2027		15,000		15,078		15,358	(11) (12)
		Total Healthcare Equipment - 2.98%*								15,078		15,358

See notes to consolidated financial statements.

Table of Contents

RUNWAY GROWTH FINANCE CORP.

Consolidated Schedule of Investments – (continued)

December 31, 2024

(In thousands, except share data)


Portfolio Company			Investment Type	Investment Description(1)(2)(4)	Initial Acquisition Date	Maturity Date	Principal ($) / Shares		Cost ($)		Fair Value ($) (3)		Footnotes
Non-Control/Non-Affiliate Investments
	Debt Investments
		Healthcare Technology
		EBR Systems, Inc.	Senior Secured	PRIME+4.90%, 8.90% floor, 4.50% ETP	6/30/2022	6/15/2027		40,000		40,037		40,511	(11) (12) (16)
		Mingle Healthcare Solutions, Inc.	Senior Secured	SOFR+9.75%, 12.26% floor, 10.50% ETP	8/15/2018	12/15/2026		4,322		4,952		2,148	(11) (27)
		Nalu Medical, Inc.	Senior Secured	PRIME+2.70%, 6.70% floor, 2.00% PIK, 4.50% ETP	10/12/2022	10/12/2027		20,902		21,047		21,431	(10) (11) (12)
		Onward Medical, N.V.	Senior Secured	SOFR+6.50%, 10.75% floor, 2.50% ETP	6/28/2024	6/15/2028		17,088		16,682		16,786	(8) (9) (11) (12) (17)
		Route 92 Medical, Inc.	Senior Secured	SOFR+8.48%, 8.98% floor, 3.95% ETP	8/17/2021	7/1/2026		35,000		34,983		35,682	(11) (12)
		SetPoint Medical Corporation	Senior Secured	SOFR+5.75%, 9.00% floor, 4.00% ETP	12/29/2022	12/1/2027		25,000		25,236		25,817	(11) (12)
		Total Healthcare Technology - 27.65%*								142,937		142,375

		Human Resource & Employment Services
		JobGet Holdings, Inc. (fka Snagajob.com, Inc.)	Senior Secured	SOFR+8.50% PIK, 9.00% floor	9/29/2021	11/15/2025		3,732		3,774		3,431	(10) (27)
		Total Human Resource & Employment Services - 0.67%*								3,774		3,431

		Internet & Direct Marketing Retail
		Madison Reed, Inc.	Senior Secured	PRIME+4.75%, 11.00% floor, 11.00% cash cap, 3.00% ETP	12/16/2022	12/16/2026		16,234		16,235		16,383	(10) (11) (12)
		Marley Spoon SE	Senior Secured	SOFR+8.50% PIK, 9.26% floor, 1.00% ETP	6/30/2021	6/15/2027		38,809		38,807		34,120	(6) (9) (10) (11) (18)
		Total Internet & Direct Marketing Retail - 9.81%*								55,042		50,503

		Internet Software and Services
		Bombora, Inc.	Senior Secured	SOFR+4.75%, 6.75% floor, 3.25% PIK, 0.96% ETP	12/26/2023	1/15/2028		28,911		28,876		29,058	(10) (11) (12)
		CarNow, Inc.	Senior Secured	SOFR+7.25%, 11.75% floor, 1.60% ETP	3/22/2024	3/22/2029		20,000		17,791		17,658	(11) (12)
		Skillshare, Inc.	Senior Secured	SOFR+6.50%, 10.72% floor, 3.00% ETP	11/8/2022	11/8/2026		27,600		27,875		27,555	(11) (12)
		Synack, Inc.	Senior Secured	SOFR+7.00%, 11.07% floor, 1.00% ETP	12/29/2023	12/29/2028		42,500		42,331		42,520	(11) (12)
		Zinnia Corporate Holdings, LLC	Senior Secured	SOFR+8.00%, 10.00% floor	9/23/2024	9/21/2029		40,000		39,244		39,244	(12)
		Total Internet Software and Services - 30.31%*								156,117		156,035

		Property & Casualty Insurance
		Kin Insurance, Inc.	Senior Secured	PRIME+6.25%, 12.50% floor, 3.30% ETP	9/26/2022	9/15/2026		75,000		75,912		76,626	(11) (12)
		Total Property & Casualty Insurance - 14.88%*								75,912		76,626

		System Software
		3PL Central LLC (dba Extensiv)	Senior Secured	SOFR+4.50%, 6.50% floor, 2.50% PIK, 2.34% ETP	11/9/2022	11/9/2027		72,205		72,307		69,262	(10) (11) (12)
		Linxup, LLC	Senior Secured	PRIME+3.25%, 11.75% floor, 2.25% ETP	11/3/2023	11/15/2027		30,000		29,779		30,607	(11) (12)
		Dejero Labs Inc.	Second Lien	SOFR+8.00%, 8.50% floor, 2.00% PIK, 3.00% ETP	12/22/2021	12/22/2025		14,463		14,696		14,403	(7) (9) (10) (11) (12)
		Total System Software - 22.19%*								116,782		114,272

	Total Debt Investments - 183.16%*									960,366		943,027

See notes to consolidated financial statements.

Table of Contents

RUNWAY GROWTH FINANCE CORP.

Consolidated Schedule of Investments – (continued)

December 31, 2024

(In thousands, except share data)


Portfolio Company			Investment Type	Investment Description(1)(2)(4)	Initial Acquisition Date	Maturity Date	Principal ($) / Shares		Cost ($)		Fair Value ($) (3)		Footnotes
Non-Control/Non-Affiliate Investments
	Equity Investments
		Advertising
		Minute Media Inc.	Equity	Preferred Stock	12/13/2023	N/A		1,039		120		136	(5) (9) (13)
			Equity	Common Stock	12/13/2023	N/A		136		16		16	(5) (9) (13)
		Total Advertising - 0.03%*								136		152

		Application Software
		Aria Systems, Inc.	Equity	Series G Preferred Stock	7/10/2018	N/A		289,419		250		263	(13)
		FiscalNote, Inc.	Equity	Common Stock	10/19/2020	N/A		230,881		438		247	(13) (14) (19)
		VTX Holdings, LLC	Equity	Series C Preferred Units	12/12/2024	N/A		3,015,219		143		143	(13)
		Total Application Software - 0.13%*								831		653

		Healthcare Technology
		CareCloud, Inc.	Equity	11% Series A Cumulative Redeemable Perpetual Preferred Stock	1/8/2020	N/A		462,064		12,132		9,181	(15) (19)
		Total Healthcare Technology - 1.78%*								12,132		9,181

		Human Resource & Employment Services
		JobGet Holdings, Inc. (fka Snagajob.com, Inc.)	Equity	Series C-1 Preferred Stock	11/15/2024	N/A		389,048		36,502		35,563	(13) (29)
			Equity	Series C-2 Preferred Stock	11/15/2024	N/A		16,963		-		-	(13) (29)
		Total Human Resource & Employment Services - 6.91%*								36,502		35,563

		Internet & Direct Marketing Retail
		Marley Spoon SE	Equity	Common Stock	7/7/2023	N/A		46,004		410		43	(6) (9) (13) (18) (19) (22)
		Total Internet & Direct Marketing Retail - 0.01%*								410		43

		Technology Hardware, Storage & Peripherals
		Quantum Corporation	Equity	Common Stock	8/13/2021	N/A		22,986		2,607		1,239	(9) (13) (15) (19)
		zSpace, Inc.	Equity	Common Stock	12/31/2020	N/A		81,046		1,119		1,288	(13)
		Total Technology Hardware, Storage & Peripherals - 0.49%*								3,726		2,527

	Total Equity Investments - 9.35%*									53,737		48,119

	Warrants
		Application Software
		3DNA Corp. (dba NationBuilder)	Warrants	Series C-1 Preferred Stock	12/28/2018	12/28/2028		273,164		104		-	(13)
		Airship Group, Inc.	Warrants	Series F Preferred Stock	6/28/2024	6/28/2034		519,313		414		499	(13)
		Aria Systems, Inc.	Warrants	Series G Preferred Stock	6/29/2018	6/29/2028		2,387,705		1,048		1,159	(13)
		Blueshift Labs, Inc.	Warrants	Success fee	12/19/2023	N/A	N/A			167		188	(13) (21)
		Circadence Corporation	Warrants	Series A-6 Preferred Stock	12/20/2018	12/20/2028		1,538,462		3,630		298	(13)
			Warrants	Series A-6 Preferred Stock	10/31/2019	10/31/2029		384,615		846		54	(13)
			Warrants	Success fee	12/21/2023	N/A	N/A			304		13	(13) (21)
		FiscalNote, Inc.	Warrants	Earnout	7/29/2022	7/29/2027	N/A			127		8	(13) (14) (21)
		Piano Software, Inc.	Warrants	Series D Preferred Stock	12/31/2024	12/31/2034		119,978		348		348	(13)
		Snap! Mobile, Inc.	Warrants	Series B Preferred Stock	9/30/2024	9/30/2034		19,140		345		394	(13)
		Total Application Software - 0.58%*								7,333		2,961

		Asset Management & Custody Banks
		Betterment Holdings, Inc.	Warrants	Common Stock	10/6/2023	10/6/2033		7,680		35		64	(13)
			Warrants	Common Stock	10/6/2023	10/6/2033		9,818		40		74	(13)
		Total Asset Management & Custody Banks - 0.03%*								75		138

See notes to consolidated financial statements.

Table of Contents

RUNWAY GROWTH FINANCE CORP.

Consolidated Schedule of Investments – (continued)

December 31, 2024

(In thousands, except share data)


Portfolio Company			Investment Type	Investment Description(1)(2)(4)	Initial Acquisition Date	Maturity Date	Principal ($) / Shares		Cost ($)		Fair Value ($) (3)		Footnotes
Non-Control/Non-Affiliate Investments
	Warrants
		Biotechnology
		Mustang Bio, Inc.	Warrants	Common Stock	3/4/2022	3/4/2032		49,869		315		4	(13) (15)
		TRACON Pharmaceuticals, Inc.	Warrants	Common Stock	9/2/2022	9/2/2032		7,538		226		-	(13)
		Total Biotechnology - 0.00%*								541		4

		Computer & Electronics Retail
		Massdrop, Inc.	Warrants	Series B Preferred Stock	7/22/2019	7/22/2029		848,093		183		-	(13)
		Total Computer & Electronics Retail - 0.00%*								183		-

		Data Processing & Outsourced Services
		Elevate Services, Inc.	Warrants	Series C Preferred Stock	7/10/2023	7/10/2033		248,997		447		398	(13)
			Warrants	Series C Preferred Stock	7/17/2024	7/17/2034		74,700		118		119	(13)
		Interactions Corporation	Warrants	Common Stock	6/24/2022	6/24/2032		189,408		219		13	(13)
		Predactiv, Inc. (fka Sharethis, Inc.)	Warrants	Series D-3 Preferred Stock	12/3/2018	12/3/2028		647,615		2,162		90	(13)
		Total Data Processing & Outsourced Services - 0.12%*								2,946		620

		Electronic Equipment & Instruments
		Brivo, Inc.	Warrants	Series A-2 Preferred Stock	10/20/2022	10/20/2032		201,000		98		269	(13)
			Warrants	Series A-2 Preferred Stock	12/27/2024	12/27/2034		32,109		43		43	(13)
		Epic IO Technologies, Inc.	Warrants	Success fee	12/17/2021	12/17/2028	N/A			505		334	(13) (21)
		Total Electronic Equipment & Instruments - 0.13%*								646		646

		Healthcare Equipment
		Moximed, Inc.	Warrants	Series C Preferred Stock	6/24/2022	6/24/2032		214,285		175		24	(13)
		Total Healthcare Equipment - 0.00%*								175		24

		Healthcare Technology
		Allurion Technologies, Inc.	Warrants	Common Stock	3/30/2021	3/30/2031		132,979		282		1	(13) (14) (28)
			Warrants	Common Stock	6/14/2022	3/30/2031		46,256		141		-	(13) (14) (28)
			Warrants	Common Stock	9/15/2022	9/15/2032		46,256		144		-	(13) (14) (28)
			Warrants	Earnout	8/2/2023	8/1/2028	N/A			-		-	(13) (14) (21) (28)
		EBR Systems, Inc.	Warrants	Success fee	6/30/2022	6/30/2032	N/A			605		617	(13) (16) (21)
		Mingle Healthcare Solutions, Inc.	Warrants	Series CC Preferred Stock	8/15/2018	8/15/2028		1,770,973		492		-	(13)
		Nalu Medical, Inc.	Warrants	Series D-2 Preferred Stock	10/12/2022	10/12/2032		91,717		173		70	(13)
		Onward Medical, N.V.	Warrants	Common Stock	6/28/2024	9/26/2034		165,338		340		417	(8) (9) (13) (17) (22)
		Route 92 Medical, Inc.	Warrants	Success fee	8/17/2021	8/17/2031	N/A			835		784	(13) (21)
		SetPoint Medical Corporation	Warrants	Series B Preferred Stock	6/29/2021	6/29/2031		400,000		14		223	(13)
			Warrants	Series B Preferred Stock	12/29/2022	12/29/2032		600,000		74		334	(13)
		VERO Biotech LLC	Warrants	Success fee	12/29/2020	12/29/2025	N/A			377		114	(13) (21)
		Total Healthcare Technology - 0.50%*								3,477		2,560

		Human Resource & Employment Services
		CloudPay, Inc.	Warrants	Series B Preferred Stock	6/30/2020	6/30/2030		11,273		218		1,343	(5) (9) (13)
			Warrants	Series D Preferred Stock	8/17/2021	8/17/2031		3,502		52		89	(5) (9) (13)
			Warrants	Series D Preferred Stock	9/26/2022	9/26/2032		5,252		176		134	(5) (9) (13)
		JobGet Holdings, Inc. (fka Snagajob.com, Inc.)	Warrants	Series B-1 Preferred Stock	9/29/2021	9/29/2031		763,269		343		-	(13)
		Total Human Resource & Employment Services - 0.30%*								789		1,566

See notes to consolidated financial statements.

Table of Contents

RUNWAY GROWTH FINANCE CORP.

Consolidated Schedule of Investments – (continued)

December 31, 2024

(In thousands, except share data)


Portfolio Company			Investment Type	Investment Description(1)(2)(4)	Initial Acquisition Date	Maturity Date	Principal ($) / Shares		Cost ($)		Fair Value ($) (3)		Footnotes
Non-Control/Non-Affiliate Investments
	Warrants
		Internet & Direct Marketing Retail
		Madison Reed, Inc.	Warrants	Success fee	12/16/2022	N/A	N/A			209		183	(13) (21)
		Total Internet & Direct Marketing Retail - 0.04%*								209		183

		Internet Software and Services
		Bombora, Inc.	Warrants	Common Stock	3/31/2021	3/31/2031		121,581		174		135	(13)
			Warrants	Common Stock	12/26/2023	12/26/2033		48,632		43		54	(13)
		CarNow, Inc.	Warrants	Common Stock	3/22/2024	3/22/2034		200,000		2,400		2,825	(13)
		Fidelis Cybersecurity, Inc.	Warrants	Common Stock	3/25/2022	3/25/2032	N/A			79		-	(13) (20)
		INRIX, Inc.	Warrants	Common Stock	7/26/2019	7/26/2029		150,804		522		344	(13)
		JWP Holdco LLC (fka Longtail Ad Solutions, Inc.)	Warrants	Common Units	12/12/2019	12/12/2029		167,827		47		158	(13)
		Skillshare, Inc.	Warrants	Success fee	11/8/2022	N/A	N/A			301		367	(13) (21)
		Synack, Inc.	Warrants	Common Stock	12/29/2023	6/30/2032		124,215		158		186	(13)
		Total Internet Software and Services - 0.79%*								3,724		4,069

		Property & Casualty Insurance
		Kin Insurance, Inc.	Warrants	Series D-3 Preferred Stock	9/26/2022	9/26/2032		62,364		426		285	(13)
		Total Property & Casualty Insurance - 0.06%*								426		285

		Specialized Consumer Services
		AllClear ID, Inc.	Warrants	Common Stock	8/31/2017	8/31/2027		523,893		1,053		-	(13)
			Warrants	Common Stock	10/17/2018	8/31/2027		346,621		697		-	(13)
		Credit Sesame, Inc.	Warrants	Common Stock	1/7/2020	1/7/2030		191,601		425		365	(13)
		Total Specialized Consumer Services - 0.07%*								2,175		365

		System Software
		Dejero Labs Inc.	Warrants	Common Stock	5/31/2019	5/31/2029		333,621		192		177	(7) (9) (13)
		Linxup, LLC	Warrants	Success fee	11/3/2023	11/3/2033	N/A			253		201	(13) (21)
		Scale Computing, Inc.	Warrants	Common Stock	3/29/2019	3/29/2029		9,665,667		346		-	(13)
		Total System Software - 0.07%*								791		378

		Technology Hardware, Storage & Peripherals
		RealWear, Inc.	Warrants	Series A Preferred Stock	10/5/2018	10/5/2028		112,451		136		206	(13)
			Warrants	Series A Preferred Stock	12/28/2018	12/28/2028		22,491		25		41	(13)
			Warrants	Series A Preferred Stock	6/27/2019	6/27/2029		123,894		381		136	(13)
		Total Technology Hardware, Storage & Peripherals - 0.07%*								542		383

	Total Warrants - 2.76%*									24,032		14,182

Total Non-Control/Non-Affiliate Investments - 195.27%*										1,038,135		1,005,328

See notes to consolidated financial statements.

Table of Contents

RUNWAY GROWTH FINANCE CORP.

Consolidated Schedule of Investments – (continued)

December 31, 2024

(In thousands, except share data)


Portfolio Company			Investment Type	Investment Description(1)(2)(4)	Initial Acquisition Date	Maturity Date	Principal ($) / Shares		Cost ($)		Fair Value ($) (3)		Footnotes
Affiliate Investments													(25)
	Debt Investments
		Healthcare Technology
		Gynesonics, Inc.	Senior Secured	SOFR+8.75%, 8.00% ceiling, 5.00% ETP	3/1/2023	11/30/2026		25,595		26,234		27,217	(11) (12)
		Total Healthcare Technology - 5.29%*								26,234		27,217

	Total Debt Investments - 5.29%*									26,234		27,217

	Equity Investments
		Application Software
		Coginiti Corp	Equity	Common Stock	3/9/2020	N/A		1,040,160		4,551		-	(13)
		Total Application Software - 0.00%*								4,551		-

		Healthcare Technology
		Gynesonics, Inc.	Equity	Series A-2 Preferred Stock	3/1/2023	N/A		3,266,668		25,000		25,000	(13) (30)
			Equity	Series A-1 Preferred Stock	10/24/2023	N/A		3,100,000		3,100		12,355	(13) (30)
		Total Healthcare Technology - 7.26%*								28,100		37,355

	Total Equity Investments - 7.26%*									32,651		37,355

	Warrants
		Application Software
		Coginiti Corp	Warrants	Common Stock	3/9/2020	3/9/2030		811,770		-		-	(13)
		Total Application Software - 0.00%*								-		-

		Healthcare Technology
		Gynesonics, Inc.	Warrants	Success fee	3/1/2023	3/1/2030	N/A			313		-	(13) (21)
		Total Healthcare Technology - 0.00%*								313		-

	Total Warrants - 0.00%*									313		-

Total Affiliate Investments - 12.55%*										59,198		64,572

Control Investments													(26)
	Equity Investments
		Data Processing & Outsourced Services
		Pivot3, Inc.	Equity	100% Equity Interest	12/31/2023	N/A	N/A			950		1,198	(24)
		Total Data Processing & Outsourced Services - 0.23%*								950		1,198

		Multi-Sector Holdings
		Runway-Cadma I LLC	Equity	50% Equity Interest	3/6/2024	N/A	N/A			5,600		5,742	(9)
		Total Multi-Sector Holdings - 1.12%*								5,600		5,742

	Total Equity Investments - 1.35%*									6,550		6,940

Total Control Investments - 1.35%*										6,550		6,940

Total Investments - 209.17%*									$	1,103,883	$	1,076,840

See notes to consolidated financial statements.

Table of Contents

RUNWAY GROWTH FINANCE CORP.

Consolidated Schedule of Investments – (continued)

December 31, 2024


(1)		Disclosures of interest rates on notes include cash interest rates and payment-in-kind ("PIK") interest rates, as applicable. Unless otherwise indicated, all of the Company's variable interest debt instruments bear interest at a rate determined by reference to the U.S. Prime Rate ("PRIME") or the 1-month or 3-month Secured Overnight Financing Rate ("SOFR"). At December 31, 2024, the U.S. Prime Rate was 7.50%, the 1-Month SOFR was 4.33%, and the 3-Month SOFR was 4.31%.
(2)		The Company’s investments are generally acquired in private transactions exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), and, therefore, except as otherwise noted, are subject to limitation on resale, may be deemed to be "restricted securities" under the Securities Act, and were valued at fair value as determined in good faith by the Board of Directors (as defined in "Note 2 – Summary of Significant Accounting Policies").
(3)		Investments are held at Fair Value net of the Fair Value of Unfunded Commitments. Refer to "Note 8 – Commitments and Contingencies" for additional detail.
(4)		All portfolio companies are domiciled in the United States, unless otherwise noted.
(5)		Portfolio company is domiciled in the United Kingdom. Fair value of United-Kingdom domiciled investments represents 5.51% of net assets.
(6)		Portfolio company is domiciled in Germany. Fair value of Germany domiciled investments represents 6.64% of net assets.
(7)		Portfolio company is domiciled in Canada. Fair value of Canadian domiciled investments represents 2.83% of net assets.
(8)		Portfolio company is domiciled in the Netherlands. Fair value of Dutch domiciled investments represents 3.34% of net assets.
(9)		Investment is not a qualifying investment as defined under Section 55(a) of the Investment Company Act of 1940, as amended. The fair value of non-qualifying assets represents 9.28% of total assets as of December 31, 2024. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets. If at any time qualifying assets do not represent at least 70% of the Company's total assets, the Company will be precluded from acquiring any additional non-qualifying assets until such time as it complies with the requirements of Section 55(a).
(10)		Represents a PIK security. PIK interest will be accrued and paid at maturity. For any investments denoting a "cash cap", any interest above such cap will be recorded as PIK interest.
(11)		Disclosures of end-of-term payments ("ETP") are one-time payments stated as a percentage of principal amount.
(12)		The investment is an eligible loan investment in the collateral under the Credit Facility (as defined in "Note 7 – Borrowings").
(13)		Investments are non-income producing.
(14)		Portfolio company is publicly traded and listed on NYSE.
(15)		Portfolio company is publicly traded and listed on NASDAQ.
(16)		Portfolio company is publicly traded and listed on Australian Stock Exchange.
(17)		Portfolio company is publicly traded and listed on Euronext.
(18)		Portfolio company is publicly traded and listed on Deutsche Borse Xetra.
(19)		Investment is not a "restricted security" under the Securities Act.
(20)		The warrant count is based upon a percentage of ownership of Fidelis Cybersecurity, Inc.
(21)		Investment is either a cash success fee payable or earnout of shares based on the consummation of certain trigger events.
(22)		Investment is denominated in a foreign currency. At each balance sheet date, portfolio company investments denominated in foreign currencies are translated into U.S. dollars using the spot exchange rate on the last business day of the period. Transactions of foreign portfolio company investments, and income related from such investments, are translated into U.S. dollars using relevant rates of exchange on the respective dates of such transactions.
(23)		Investment represents a security with a tiered fee that increases quarterly, dependent upon the timing of repayment. Such fees are recorded in "Fee income" on the Consolidated Statements of Operations.
(24)		The assets recovered on the senior secured term loan to Pivot3, Inc. were contributed to P3 Holdco LLC by the Company, a wholly owned subsidiary of the Company. For more information, refer to "Note 2 — Summary of Significant Accounting Policies, Principles of Consolidation".
(25)		Affiliate portfolio company as defined under the 1940 Act in which the Company owns between 5% and 25% (inclusive) of the investment's voting securities and does not have rights to maintain greater than 50% representation on the board.
(26)		Control portfolio company, as defined under the 1940 Act, in which the Company owns more than 25% of the investment’s voting securities or has greater than 50% representation on its board.
(27)		Investment was on non-accrual status as of December 31, 2024 and was therefore considered non-income producing.
(28)		Sale of equity security was subject to a lock-up period until January 22, 2025.
(29)		JobGet Holdings, Inc. (fka Snagajob.com, Inc.) has the right of first refusal on sale of preferred stock.
(30)		Gynesonics, Inc. had the right of first refusal on sale of preferred stock.
*		Fair value as a percentage of net assets.

See notes to consolidated financial statements.

Table of Contents

RUNWAY GROWTH FINANCE CORP.

Notes to Consolidated Financial Statements

(Unaudited)

Note 1 – Organization

Runway Growth Finance Corp. (the "Company"), is a Maryland corporation that was formed on August 31, 2015. On August 18, 2021, the Company changed its name to “Runway Growth Finance Corp." from "Runway Growth Credit Fund Inc." The Company is an externally managed, non-diversified, closed-end investment company that has elected to be regulated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act"). In addition, the Company has elected to be treated, currently qualifies, and intends to continue to qualify annually as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code").

The Company was formed primarily to lend to, and selectively invest in, high growth-potential companies in technology, healthcare, business services, financial services, and select consumer services and products in other high growth industries. The Company’s investment objective is to maximize its total return to its stockholders primarily through current income on its loan portfolio, and secondarily through capital gain on its warrants and other equity positions. The Company’s investment activities are managed by its external investment adviser, Runway Growth Capital LLC ("RGC"). The Company’s administrator, Runway Administrator Services LLC (the "Administrator"), is a wholly owned subsidiary of RGC and provides administrative services necessary for the Company to operate. On January 30, 2025, a private investment fund advised by BC Partners Advisors L.P. ("BC Partners") acquired the majority equity interest of RGC, and Mount Logan Capital Inc., an affiliate of BC Partners, acquired the remaining minority equity interest, together acquiring the entirety of the outstanding equity interest of RGC (the "BCP Transaction").

On October 25, 2021, the Company closed its initial public offering ("IPO"), issuing 6,850,000 shares of its common stock at a public offering price of $14.60 per share. Net of underwriting fees and offering costs, the Company received net proceeds of $93.0 million. The Company's common stock began trading on the Nasdaq Global Select Market LLC ("NASDAQ") on October 21, 2021, under the symbol "RWAY".

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying interim unaudited consolidated financial statements of the Company are prepared on the accrual basis of accounting in conformity with U.S. Generally Accepted Accounting Principles ("U.S. GAAP") and pursuant to the requirements for reporting on Form 10‑Q and in compliance with Regulation S-X under the Securities Exchange Act of 1934, as amended. The Company is an investment company following the specialized accounting and reporting guidance specified in the Financial Accounting Standards Board’s ("FASB") Accounting Standards Codification ("ASC") Topic 946, Financial Services — Investment Companies ("ASC 946").

In the opinion of management, all adjustments, all of which were of a normal recurring nature, considered necessary for the fair presentation of financial statements for the interim period have been included. The results of operations for the current interim period are not necessarily indicative of results that ultimately may be achieved for any other interim period or for the year ending December 31, 2025. The interim unaudited consolidated financial statements and notes hereto should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s annual report on Form 10-K, as modified by the annual report on Form 10-K/A, for the year ended December 31, 2024, filed with the Securities and Exchange Commission (the "SEC") on March 20, 2025 and March 27, 2025, respectively.

Table of Contents

Principles of Consolidation

Under ASC 946, the Company is precluded from consolidating portfolio company investments, including those in which it has a controlling interest, unless the portfolio company is another investment company that is substantially wholly owned by it. An exception to this general principle occurs if the Company holds a controlling interest in an operating company that provides all or substantially all of its services directly to the Company or to its portfolio companies. None of the portfolio investments made by the Company qualify for this exception. Therefore, the Company’s investment portfolio is carried on the Consolidated Statements of Assets and Liabilities at fair value, as discussed further in "Note 4 — Investments," with any adjustments to fair value recognized as "Net change in unrealized gain (loss) on investments" on the Consolidated Statements of Operations.

The Company’s consolidated operations include the activities of its wholly owned subsidiary, P3 Holdco LLC ("P3 Holdco"). P3 Holdco serves to facilitate the Company’s investment in Pivot3, Inc. ("Pivot3"). As a result, the Company consolidates the financial results of P3 Holdco in its consolidated financial statements in accordance with ASC 946 and treats its indirect investment in Pivot3 as a portfolio investment held at fair value. All intercompany balances and transactions have been eliminated. The Company has determined that Runway-Cadma I LLC (the "JV") is an investment company under ASC Topic 946. However, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in the JV as it is not a substantially wholly owned investment company subsidiary of the Company. In addition, the JV is not an operating company and the Company does not control the JV due to the allocation of voting rights among the JV members. As a result, the JV is accounted for as a portfolio investment of the Company held at fair value and not included as a consolidated subsidiary in the Company's financial statements. Refer to the Consolidated Schedule of Investments for the Company’s equity interest in Pivot3 and the JV as of March 31, 2025 and December 31, 2024.

Transfers of Financial Assets

The Company follows the guidance in ASC Topic 860, Transfers and Servicing, when accounting for transferred financial assets such as debt and equity assignments. Such guidance requires an assignment to meet the definition of a "participating interest", as defined in the guidance, and the following conditions to be met in order for sale treatment to be allowed:

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assigned investments have been isolated from the Company and put presumptively beyond the reach of the Company and its creditors, even in bankruptcy or other receivership;

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each participant has the right to pledge or exchange the assigned investments it received, and no condition both constrains the participant from taking advantage of its right to pledge or exchange and provides more than a trivial benefit to the Company; and

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the Company, its consolidated affiliates or its agents do not maintain effective control over the assigned investments through either: (i) an agreement that entitles and/or obligates the Company to repurchase or redeem the assets before maturity, or (ii) the ability to unilaterally cause the holder to return the specific assets, other than through a cleanup call.

Assignments and other partial debt or equity sales that do not meet the definition of a participating interest or the above conditions, should remain on the Company's Consolidated Statements of Assets and Liabilities and the proceeds recorded as a secured borrowing until the definition is met.

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Runway-Cadma I LLC

The Company entered into a joint venture agreement, effective as of March 6, 2024, with Cadma Capital Partners LLC ("Cadma") to create and co-manage the JV. The JV may invest in secured loans to growth-stage companies that have been originated by the Company. The Company and Cadma have equal ownership of the JV and each committed to provide $35.0 million of the total $70.0 million in equity capital. All portfolio decisions and generally all other actions with respect to the JV must be approved by the board of managers of the JV, consisting of an equal number of representatives of the Company and Cadma. Capital contributions are called from the Company and Cadma on a pro-rata basis based on their total capital commitments. For more information, refer to "Note 3 – Related Parties."

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of income and expense during the reporting period. Changes in the economic and regulatory environment, financial markets, the credit worthiness of the Company's portfolio companies, and any other parameters used in determining these estimates and assumptions could cause actual results to differ from these estimates and assumptions.

Cash and Cash Equivalents

Cash consists solely of funds deposited with financial institutions, while cash equivalents consist of short-term liquid investments in money market funds. Cash and cash equivalents are carried at cost, which approximates fair value. As of March 31, 2025 and December 31, 2024, $3.5 million and $4.0 million was invested in money market funds, respectively. Dividends earned from money market funds are recorded in "Other income" on the Consolidated Statements of Operations. The Company may hold foreign cash from time to time as a result of transactions related to investments denominated in foreign currencies. Foreign cash includes the value of foreign currencies held and translated using the prevailing foreign exchange rates on the reporting date.

Investments Denominated in Foreign Currency

At each balance sheet date, portfolio company investments denominated in foreign currencies and any related receivables are translated into U.S. dollars using the spot exchange rate on the last business day of the period. Purchases and sales of foreign portfolio company investments, and any income from such investments, are translated into U.S. dollars using the rates of exchange prevailing on the respective dates of such transactions. As of March 31, 2025, the Company held two investments denominated in British pound sterling, and one investment denominated in Euros. As of December 31, 2024, the Company held two investments denominated in British pound sterling, and one investment denominated in Euros. Refer to the Consolidated Schedule of Investments and respective footnotes to the Consolidated Schedule of Investments for more details on the portfolio company investments held in foreign currencies as of March 31, 2025 and December 31, 2024.

Although the fair values of foreign portfolio company investments and the fluctuation in such fair values are translated into U.S. dollars using the applicable foreign exchange rates described above, the Company does not distinguish the portion of the change in fair value resulting from foreign currency exchange rate fluctuations from the change in fair value of the underlying investment. All fluctuations in fair value are included in "Net change in unrealized gain (loss) on non-control/non-affiliate investments" on the Consolidated Statements of Operations.

Debt and Deferred Financing Costs

The debt of the Company is carried at amortized cost on the Consolidated Statements of Assets and Liabilities, which is comprised of the principal amount borrowed, net of unamortized debt financing costs. Debt financing costs ("DFC") are fees and other direct incremental costs incurred by the Company in relation to debt financing and are amortized over the life of the related debt instrument or the life of the cost respective service, if shorter, using the straight-line method, which closely approximates the effective yield method. Amortization of such debt financing costs and interest expense on the outstanding principal balance are recorded in "Interest and other debt financing expenses" on the Consolidated Statements of Operations. Debt financing costs that have not yet been amortized are recorded as "Unamortized deferred financing costs" on the Consolidated Statements of Assets and Liabilities. To the extent there are no outstanding borrowings, the deferred financing costs are presented as an asset on the Consolidated Statements of Assets and Liabilities. Accrued but unpaid interest is included within "Interest payable" on the Consolidated Statements of Assets and Liabilities. For more information, refer to "Note 7 – Borrowings."

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Investment Transactions and Related Investment Income

The Company’s investment portfolio generates interest, fee, and dividend income. The Company records interest income on an accrual basis, recognizing income as earned in accordance with the contractual terms of the loan agreement, to the extent that such amounts are expected to be collected. The cost of each debt investment is adjusted for any discounts, premiums, upfront fees, and carve-outs representing the value of detachable equity, warrants, or another asset obtained in conjunction with the acquisition of debt investments (collectively "OID"), as well as any contractual end-of-term payments ("ETP"). The OID and ETP are capitalized into the adjusted cost basis and recorded as interest income over the term of the loan as a yield enhancement following the effective interest method. Upon prepayment of a debt investment, any unamortized OID and ETP is recorded as interest income and any prepayment penalties are recorded as fee income. Upon amending terms of an existing investment, any amendment fees charged are recorded as fee income. Fee income may also include income from bridge loans.

The Company currently holds, and expects to hold in the future, some investments in its portfolio with payment-in-kind ("PIK") interest provisions. PIK interest is computed at the contractual rate specified in each loan agreement and is added to the principal balance of the loan, rather than being paid to the Company in cash, and is recorded as interest income. The actual collection of PIK interest may be deferred until the time of debt principal repayment. PIK interest, which is a non-cash source of income, is included in the Company’s taxable income and therefore affects the amount of income the Company is required to distribute to stockholders to maintain its qualification as a RIC for U.S. federal income tax purposes. For the three months ended March 31, 2025, 10.3% of the Company’s total investment income was attributable to non-cash PIK interest. For the three months ended March 31, 2024, 10.5% of the Company’s total investment income was attributable to non-cash PIK interest.

Dividend income is recorded on an accrual basis to the extent that such amounts are payable and expected to be collected. Dividend income is recorded on the record date for private portfolio companies and on the ex-dividend date for publicly traded portfolio companies. Interest income, if any, adjusted for amortization of market premium and accretion of OID and ETP, is recorded on an accrual basis to the extent that the Company expects to collect such amounts.

Security transactions, if any, are recorded on a trade-date basis. Realized gains or losses from the repayment or sale of investments are measured using the specific identification method. The Company reports changes in fair value of investments from the prior period as a component of "Net change in unrealized gain (loss) on investments" on the Consolidated Statements of Operations.

Non-Accrual Investments

Debt investments are placed on non-accrual status when principal, interest, and other obligations become materially past due or when it is probable that principal, interest, or other obligations will not be collected in full. At the point of non-accrual, the Company will cease recognizing interest income on the debt investment until all principal and interest due have been paid or the Company believes the borrower has demonstrated the ability to repay its current and future contractual obligations. Additionally, any OID and ETP associated with the debt investment is no longer accreted to interest income as of the date the loan is placed on non-accrual status. Any payments received on non-accrual loans are first applied to principal prior to recovery of any foregone interest or ETP. Non-accrual loans are restored to accrual status when past due principal or interest are paid, and, in management’s judgment are likely to remain current. The Company may make exceptions to this policy if the investment has sufficient collateral value and is in the process of collection such that the Company will be made whole on the investment, inclusive of interest and ETP.

The following table summarizes the cost, fair value, and types of income not recorded in "Interest income" on the Consolidated Statements of Operations related to senior secured term loans on non-accrual status as of March 31, 2025 and December 31, 2024:


	Date of Non-Accrual	Forgone Interest Income(1)		Forgone Accretion of OID and ETP		Total Forgone Income (1)		Cost Basis		Fair Value		Fair Value as a % of Total Portfolio
As of March 31, 2025
Investment
JobGet Holdings, Inc. (fka Snagajob.com, Inc.)	3/31/2024	$	4,368	$	283	$	4,651	$	3,774	$	2,574		0.26	%
Mingle Healthcare Solutions, Inc.	1/1/2024		858		-		858		4,887		2,403		0.24
Total		$	5,227	$	283	$	5,510	$	8,661	$	4,976		0.50	%

As of December 31, 2024
Investment
JobGet Holdings, Inc. (fka Snagajob.com, Inc.)	3/31/2024	$	4,243	$	283	$	4,526	$	3,774	$	3,431		0.32	%
Mingle Healthcare Solutions, Inc.	1/1/2024		687		-		687		4,952		2,148		0.20
Total		$	4,929	$	283	$	5,213	$	8,726	$	5,580		0.52	%

(1)

Forgone interest income includes $0.3 million of accrued interest income that was reversed upon placement on non-accrual status.

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Fair Value Measurements

The Company measures the value of its financial instruments at fair value in accordance with ASC Topic 820, Fair Value Measurements and Disclosure ("ASC 820"), issued by the FASB. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company's investment portfolio is reported at fair value on the Consolidated Statements of Assets and Liabilities. All assets and liabilities approximate fair value on the Consolidated Statements of Assets and Liabilities, with the exception of the Company’s borrowings, which are reported at amortized cost. For more information on financial instruments reported at cost, refer to "Note 5 – Fair Value of Financial Instruments."

ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. ASC 820 also provides guidance regarding a fair value hierarchy, which prioritizes information used to measure fair value and the effect of fair value measurements on earnings and provides for enhanced disclosures determined by the level within the hierarchy of information used in the valuation. In accordance with ASC 820, these inputs are summarized in the three levels listed below:

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Level 1—Valuations are based on quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date.

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Level 2—Valuations are based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly and model-based valuation techniques for which all significant inputs are observable.

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Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models incorporating significant unobservable inputs, such as discounted cash flow models and other similar valuations techniques. The valuation of Level 3 assets and liabilities generally requires significant management judgment due to the inability to observe inputs to valuation.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, a financial instrument’s level within the fair value hierarchy is based on the lowest level of observable or unobservable input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the instrument.

Under ASC 820, the fair value measurement also assumes that the transaction to sell an asset or liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset, which may be a hypothetical market, and excludes transaction costs. The principal market for any asset or liability is the market with the greatest volume and level of activity for such asset or liability in which the reporting entity would or could sell or transfer the asset or liability. In determining the principal market for an asset or liability under ASC 820, it is assumed that the reporting entity has access to such market as of the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable and willing and able to transact.

Rule 2a-5 under the 1940 Act established additional requirements for determining the fair value of a BDC's investments in good faith for purposes of the 1940 Act. Rule 2a-5 permits boards, in compliance with certain conditions, to designate certain parties to perform fair value determinations, subject to board oversight. Rule 2a-5 also defines when market quotations are "readily available" for purposes of the 1940 Act and the threshold for determining whether a fund must determine the fair value of a security. Rule 31a-4 under the 1940 Act established additional recordkeeping requirements related to fair value determinations. Although the Company adopted certain revisions to its valuation policies and procedures to comply with Rule 2a-5 and Rule 31a-4, the Company's board of directors (the "Board of Directors") has not elected to designate a valuation designee.

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Investment Valuation Techniques

With respect to investments for which market quotations are not readily available, the Company undertakes a multi-step valuation process each quarter, as described below:

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The quarterly valuation process begins with each portfolio company investment being initially valued by RGC’s investment professionals that are responsible for the portfolio investment;

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Preliminary valuation conclusions are then documented and discussed with RGC’s valuation committee;

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At least once annually, the valuation for each portfolio investment is reviewed by an independent valuation firm. Certain investments, however, may not be evaluated annually by an independent valuation firm if the net asset value and other aspects of such investments in the aggregate do not exceed certain thresholds;

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The Audit Committee of the Board of Directors (the "Audit Committee") then reviews these preliminary valuations from RGC and the independent valuation firm, if any, and makes a recommendation to the Board of Directors regarding such valuations; and

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The Board of Directors reviews the recommended preliminary valuations and determines the fair value of each investment in the Company’s portfolio, in good faith, based on the input of RGC, the independent valuation firm(s) and the Audit Committee.

The Company’s investments are primarily loans made to and equity and warrants of small companies with potential for fast growth focused in technology, healthcare, business services, and other high-growth industries. These investments are considered Level 3 assets under ASC 820 because there are no known or accessible market or market indices for these types of debt and equity instruments and, thus, the Board of Directors must determine the fair value of these investment securities based on models utilizing unobservable inputs.

The Audit Committee assists the Board of Directors in reviewing the fair value of investments that are not publicly traded or for which current market values are not readily available. Investments for which market quotations are readily available are valued using market quotations, which are generally obtained from independent pricing services, broker-dealers or market makers. With respect to portfolio investments for which market quotations are not readily available, the Board of Directors, with the assistance of the Audit Committee, RGC and its valuation committee and independent valuation agents, is responsible for determining, in good faith, the fair value in accordance with the valuation policy approved by the Board of Directors. If more than one valuation method is used to measure fair value, the results are evaluated and weighted, as appropriate, considering the reasonableness of the range indicated by those results. The Company considers a range of fair values based upon the valuation techniques utilized and selects the value within that range that was most representative of fair value based on current market conditions as well as other factors RGC’s valuation committee considers relevant.

The Board of Directors makes this fair value determination on a quarterly basis and any other time when a decision regarding the fair value of the portfolio investments is required. There is no single standard for determining the fair value of investments that do not have an active public market. A determination of fair value of investments, particularly those of privately held companies, involves subjective judgments and estimates and depends on the facts and circumstances. In some cases, the fair value of such investments is best expressed as a range of values derived utilizing different methodologies from which a fair value may then be determined. Due to the inherent uncertainty of determining the fair value of portfolio investments that do not have a readily available market value, the fair value of the investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.

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Debt Investments

To determine the fair value of the Company’s debt investments, the Company compares the cost basis of the debt investment, which includes OID and ETP, to the resulting fair value determined using a discounted cash flow model, unless another model is more appropriate based on the circumstances at the measurement date. The discounted cash flow approach entails analyzing the interest rate spreads for recently completed financing transactions that are similar in nature to the Company’s investments, in order to determine a comparable range of effective market interest rates for its investments. The range of interest rate spreads utilized is based on borrowers with similar credit profiles. All remaining expected cash flows of the investment are discounted using this range of interest rates to determine a range of fair values for the debt investment.

This valuation process includes, among other things, evaluating the underlying investment performance, the portfolio company’s financial condition, enterprise value and existing capital structure, as well as the ability to raise additional capital, and macro-economic events that may impact valuations. These events include, but are not limited to, current market yields and interest rate spreads of similar securities as of the measurement date. Significant increases (decreases) in these unobservable inputs could result in significantly higher (lower) fair value measurements.

Under certain circumstances, the Company may use an alternative technique to value the debt investments that better reflects the fair value of the investment, such as the price paid or realized in a recently completed transaction or a binding offer received in an arms-length transaction, the use of multiple probability-weighted cash flow models when the expected future cash flows contain elements of variability or estimates of proceeds that would be received in a liquidation scenario.

Warrants

Fair value of warrants is primarily determined using a Black Scholes option-pricing model. Privately held warrants and equity-related securities are valued based on an analysis of various factors including, but not limited to, the following:

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Underlying enterprise value of the issuer is estimated based on information available, including any information regarding the most recent rounds of issuer funding. Valuation techniques to determine enterprise value include market multiple approaches, income approaches or approaches that utilize recent rounds of financing and the portfolio company’s capital structure to determine enterprise value. Valuation techniques are also utilized to allocate the enterprise fair value of a portfolio company to the specific class of common or preferred stock exercisable in the warrant. Such techniques take into account the rights and preferences of the portfolio company’s securities, expected exit scenarios, and volatility associated with such outcomes to allocate the fair value to the specific class of stock held in the portfolio. Such techniques include Option Pricing Models, or "OPM," including back-solve techniques, Probability Weighted Expected Return Models, or "PWERM," and other techniques as determined to be appropriate.

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Volatility, or the amount of uncertainty or risk about the size of the changes in the warrant price, is based on comparable publicly traded companies within indices similar in nature to the underlying company issuing the warrant. Significant increases (decreases) in this unobservable input could result in a significantly lower (higher) fair value, but a significantly higher or lower fair value measurement of any of the Company’s portfolio investments may occur regardless of whether there is a significant increase or decrease in this unobservable input.

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The risk-free interest rates are derived from the U.S. Treasury yield curve. The risk-free interest rates are calculated based on a weighted average of the risk-free interest rates that correspond closest to the expected remaining life of the warrant. Significant increases (decreases) in this unobservable input could result in a significantly higher (lower) fair value, but a significantly higher or lower fair value measurement of any of the Company’s portfolio investments may occur regardless of whether there is a significant increase (decrease) in this unobservable input.

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Other adjustments, including a marketability discount on private company warrants, are estimated based on judgment about the general industry environment. Significant increases (decreases) in this unobservable input could result in a significantly lower (higher) fair value, but a significantly higher or lower fair value measurement of any of the Company’s portfolio investments may occur regardless of whether there is a significant increase (decrease) in this unobservable input.

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Historical portfolio experience on cancellations and exercises of warrants are utilized as the basis for determining the estimated life of the warrants in each financial reporting period. Warrants may be exercised in the event of acquisitions, mergers or initial public offerings, and cancelled due to events such as bankruptcies, restructuring activities or additional financings. These events cause the expected remaining life assumption to be shorter than the contractual term of the warrants. Significant increases (decreases) in this unobservable input could result in a significantly higher (lower) fair value, but a significantly higher or lower fair value measurement of any of the Company’s portfolio investments may occur regardless of whether there is a significant increase (decrease) in this unobservable input.

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Success fees are valued utilizing a scenario analysis. Fair value is determined based on the potential success fee proceeds under varied timing of liquidity events during the life of the success fee agreement. At each potential exit scenario, a probability is ascribed based on the current expectations of an exit event for the portfolio company. The probability weighted value at each respective exit date is discounted to a present value and summed together to arrive at the fair value.

Under certain circumstances, the Company may use an alternative technique to value warrants that better reflects the warrants’ fair values, such as an expected settlement of a warrant in the near term, a model that incorporates a put feature associated with the warrant, or the price paid or realized in a recently completed transaction or binding offer received in an arms-length transaction. The fair value may be determined based on the expected proceeds to be received from such settlement or based on the net present value of the expected proceeds from the put option. Additionally, a waterfall approach, also known as the current value method, concludes the value of the security based on the current liquidation value, taking into account the concluded enterprise value and the rights and preferences of all the debt and equity securities that make up a company’s capitalization.

Equity Investments

The fair value of an equity investment in a privately held company is initially the face value of the amount invested. The Company adjusts the fair value of equity investments in private companies upon the completion of a new third-party round of equity financing subsequent to the Company’s investment. The Company may make adjustments to fair value, absent a new equity financing event, based upon positive or negative changes in a portfolio company’s financial or operational performance. The Company may also reference comparable transactions and/or secondary market transactions in connection with its determination of fair value. The fair value of an equity investment in a publicly traded company is based upon the closing public share price on the date of measurement. These assets are recorded at fair value on a recurring basis. Money market funds are valued based on the published net asset value per share on the day of valuation and are included in "Cash and cash equivalents" on the Consolidated Statements of Assets and Liabilities.

Investment Classification

The Company classifies its investments by level of affiliation and control. As defined in the 1940 Act, investee companies are deemed as affiliated investments when a company or individual possesses, or has the right to acquire within 60 days or less, beneficial ownership of 5.0% or more of the outstanding voting securities of an investee company. Control investments are those where the investor has the ability or power to exercise a controlling influence over the management or policies of an investee company. Control is generally deemed to exist when a company or individual possesses, or has the right to acquire within 60 days or less, beneficial ownership of more than 25.0% of the outstanding voting securities of an investee company, or maintains greater than 50% representation on the investee company's board of directors.

Investments are recognized when the Company assumes an obligation to acquire a financial instrument and assumes the risks for gains or losses related to that instrument. Investments are derecognized when the Company assumes an obligation to sell a financial instrument and foregoes the risks for gains or losses related to that instrument. Specifically, the Company records all security transactions on a trade date basis. Investments in other, non-security financial instruments, such as limited partnerships or private companies, are recorded on the basis of subscription date or redemption date, as applicable. Amounts for investments recognized or derecognized but not yet settled will be reported as receivables for investments sold and payables for investments acquired, respectively, on the Consolidated Statements of Assets and Liabilities.

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Income Taxes

The Company elected to be treated as a RIC under Subchapter M of the Code beginning with its taxable year ended December 31, 2016, currently qualifies as a RIC, and intends to qualify annually for the tax treatment applicable to RICs. A RIC generally is not subject to U.S. federal income taxes on distributed income and gains so long as it meets certain source-of-income and asset diversification requirements and it distributes at least 90% of its net ordinary income and net short-term capital gains in excess of its net long-term capital losses, if any, to its stockholders. So long as the Company maintains its status as a RIC, it generally will not be subject to U.S. federal income tax on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends. Rather, any tax liability related to income earned by the Company represents obligations of the Company’s investors and will not be reflected in the consolidated financial statements of the Company. The Company intends to make sufficient distributions to maintain its RIC status each year and it does not anticipate paying any material U.S. federal income taxes in the future.

Depending on the level of taxable income earned in a tax year, the Company may choose to carry forward such taxable income in excess of current year dividend distributions from such current year taxable income into the next tax year and pay a 4% excise tax on such income, as required. If the Company determines that the estimated current year taxable income will exceed the estimated dividend distributions for the current year from such income, the Company accrues excise tax on estimated excess taxable income as such taxable income is earned. Differences between taxable income and net increase in net assets resulting from operations either can be temporary, meaning they will reverse in the future, or permanent. In accordance with Section 946-205-45-3 of the ASC, permanent tax differences are reclassified from accumulated undistributed earnings to paid-in-capital at the end of each year and have no impact on total net assets. For more information, refer to "Note 10 – Income Taxes."

Per Share Information

Basic and diluted earnings (loss) per common share is calculated using the weighted-average number of common shares outstanding for the period presented. For the three months ended March 31, 2025 and 2024, basic and diluted earnings (loss) per share of common stock were the same because there were no potentially dilutive securities outstanding. Per share data is based on the weighted-average shares outstanding.

Comprehensive Income

The Company reports all changes in comprehensive income in the Consolidated Statements of Operations. The Company did not have any other comprehensive income during the three months ended March 31, 2025 and 2024. The Company’s comprehensive income is equal to its "Net increase (decrease) in net assets resulting from operations" on the Consolidated Statements of Operations.

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Distributions

Distributions to common stockholders are recorded on the applicable record date. The amount, if any, to be distributed to common stockholders is determined by the Board of Directors each quarter and is generally based upon the Company's earnings estimated by management. Net realized capital gains, if any, are generally distributed at least annually. For more information, refer to "Note 9 – Net Assets."

Repurchases of Common Stock

Prior to December 31, 2024, the Company reported repurchases of common stock as a separate financial statement line item labeled as "Treasury stock" within "Total net assets" on the Consolidated Statements of Assets and Liabilities and Consolidated Statements of Changes in Net Assets, and labeled any related activity as "Acquisition of treasury stock" on the Consolidated Statements of Changes in Net Assets and Consolidated Statements of Cash Flows. As of and for the year ended December 31, 2024, as required under Maryland law, any shares repurchased by the Company are to be returned to unissued common shares and amounts repurchased are presented as a deduction from "Common stock, par value" and "Additional paid-in capital". The prior period activity has been reclassified during the year ended December 31, 2024 as a "Reclassification of share repurchases" within the Statement of Changes in Net Assets.

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). This change is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses, allowing financial statement users to better understand the components of a segment's profit or loss and assess potential future cash flows for each reportable segment and the entity as a whole. The amendments expand a public entity's segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker, clarifying when an entity may report one or more additional measures to assess segment performance, requiring enhanced interim disclosures and providing new disclosure requirements for entities with a single reportable segment, among other new disclosure requirements. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and early adoption is permitted. The Company adopted the provisions of ASU 2023-07, and the disclosures required by the ASU have been included in the footnotes to the consolidated financial statements. For more information, refer to "Note 11 – Segment Reporting."

Recently Issued Accounting Pronouncements

On November 26, 2024, the FASB issued ASU 2024-04, Debt - Debt with Conversion and Other Options (Subtopic 470-20)- Induced Conversions of Convertible Debt Instruments ("ASU 2024-04"), related to induced conversions of convertible debt instruments. The amendments in this update clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions rather than as debt extinguishments. This update is effective for annual periods beginning after December 15, 2025, including interim periods within those fiscal years, though early adoption is permitted. The Company plans to adopt the pronouncement for our fiscal year beginning January 1, 2026 and is currently evaluating the potential effect that the standard will have on our financial statement disclosures.

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Note 3 – Related Party Agreements and Transactions

Advisory Agreement

On November 29, 2016, the Board of Directors approved an investment advisory agreement between RGC and the Company, under which RGC, subject to the overall supervision of the Board of Directors, manages the day-to-day operations of and provides investment advisory services to the Company (together with a subsequent amendment thereto, the "Prior Advisory Agreement"). On August 3, 2017, the Board of Directors approved certain amendments to the Prior Advisory Agreement (the "First Amended and Restated Advisory Agreement") and recommended that the Company’s stockholders approve the First Amended and Restated Advisory Agreement. The First Amended and Restated Advisory Agreement became effective on September 12, 2017 upon approval by the stockholders at a special meeting of stockholders of the Company. On April 7, 2021, the Board of Directors approved certain additional amendments to the First Amended and Restated Advisory Agreement (the "Second Amended and Restated Advisory Agreement") at a virtual meeting and recommended that the Company’s stockholders approve the Second Amended and Restated Advisory Agreement. The amendments included certain revisions to the management and incentive fee calculation mechanisms and clarified language relating to liquidity events. In reliance upon certain exemptive relief granted by the SEC in connection with the global COVID-19 pandemic, the Board of Directors undertook to ratify the Second Amended and Restated Advisory Agreement at its next in-person meeting which was held in July 2021. The Second Amended and Restated Advisory Agreement became effective on May 27, 2021 upon approval by the stockholders at a special meeting of stockholders of the Company. On April 30, 2024, the Board of Directors renewed the Second Amended and Restated Advisory Agreement for a period of twelve months commencing May 27, 2024.

On October 29, 2024, the Board of Directors, including the independent directors, approved the Third Amended and Restated Advisory Agreement (the "Advisory Agreement") and recommended that the Company's stockholders approve the Advisory Agreement. On January 23, 2025, the Company's stockholders approved the Advisory Agreement at a special meeting of stockholders of the Company, and the Advisory Agreement became effective on January 30, 2025 upon the closing of the BCP Transaction. Although the ownership of RGC changed in connection with the completion of the BCP Transaction, the management of RGC did not change, nor did the terms of the Advisory Agreement compared to the Second Amended and Restated Advisory Agreement.

Under the terms of the Advisory Agreement, RGC:

•

determines the composition of the Company’s portfolio, the nature and timing of the changes to the portfolio and the manner of implementing such changes;

•

identifies, evaluates and negotiates the structure of the investments the Company makes;

•

executes, closes and monitors the investments the Company makes;

•

determines the securities and other assets that the Company will purchase, retain or sell;

•

performs due diligence on prospective investments; and

•

provides the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds.

Pursuant to the Advisory Agreement, the Company pays RGC a fee for its investment advisory and management services consisting of two components – a base management fee and an incentive fee. The cost of both the base management fee and incentive fee are ultimately borne by the Company’s stockholders.

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Base Management Fee

The base management fee is payable on the first day of each calendar quarter and is calculated on the Company's "Gross Assets" which, for purposes of the Advisory Agreement, is defined as the Company’s daily average gross assets, including assets purchased with borrowed funds or other forms of leverage, as of the end of the most recently completed fiscal quarter. The base management fee will be an amount equal to 0.375% (1.50% annualized) of the Company’s daily average Gross Assets during the most recently completed calendar quarter, so long as the aggregate amount of the Company’s Gross Assets as of the end of the most recently completed calendar quarter is equal to or greater than $1.0 billion. If the aggregate amount of the Company’s Gross Assets as of the end of the most recently completed calendar quarter is less than $1.0 billion but equal to or greater than $500.0 million, the base management fee will be an amount equal to 0.40% (1.60% annualized) of the Company’s daily average Gross Assets during the most recently completed calendar quarter. If the aggregate amount of the Company’s Gross Assets as of the end of the most recently completed calendar quarter is less than $500.0 million, the base management fee will be an amount equal to 0.4375% (1.75% annualized) of the Company’s average daily Gross Assets during the most recently completed calendar quarter.

For the three months ended March 31, 2025, RGC earned base management fees at a rate of 1.50% per annum, amounting to $4.0 million. For the three months ended March 31, 2024, RGC earned base management fees at a rate of 1.50% per annum, amounting to $4.0 million. As the Company pays management fees at the beginning of each quarter, there were no management fees payable as of March 31, 2025 and December 31, 2024.

Incentive Fee

The incentive fee, which provides RGC with a share of the income that RGC generates for the Company, consists of an investment-income component and a capital-gains component, which are largely independent of each other, with the result that one component may be payable even if the other is not.

Under the investment-income component (the "Income Incentive Fee"), the Company pays RGC each quarter an incentive fee with respect to the Company’s pre-incentive fee net investment income ("Pre-Incentive Fee NII"). The Income Incentive Fee is calculated and payable quarterly in arrears based on the Pre-Incentive Fee NII for the immediately preceding fiscal quarter. Payments based on Pre-Incentive Fee NII will be based on the Pre-Incentive Fee NII earned for the quarter. For this purpose, Pre-Incentive Fee NII means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence, managerial and consulting fees or other fees that the Company receives from portfolio companies) accrued by the Company during the fiscal quarter, minus the Company’s operating expenses for the quarter (including the base management fee, expenses payable under the amended and restated administration agreement with the Administrator, and any dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee). Pre-Incentive Fee NII includes, in the case of investments with a deferred interest feature (such as OID and ETP accretion, debt instruments with PIK interest and zero coupon securities), accrued income the Company has not yet received in cash; provided, however, that the portion of the Income Incentive Fee attributable to deferred interest features will be paid, only if and to the extent received in cash, and any accrual thereof will be reversed if and to the extent such interest is reversed in connection with any write off or similar treatment of the investment giving rise to any deferred interest accrual, applied in each case in the order such interest was accrued. Such subsequent payments in respect of previously accrued income will not reduce the amounts payable for any quarter pursuant to the calculation of the Income Incentive Fee described above. Pre-Incentive Fee NII does not include any realized or unrealized capital gains (losses).

Pre-Incentive Fee NII, expressed as a rate of return on the value of the Company’s net assets (defined as total assets less liabilities) at the end of the immediately preceding fiscal quarter, will be compared to a "hurdle rate" of 2.0% per quarter (8.0% annualized). The Company pays RGC an Income Incentive Fee with respect to the Company’s Pre-Incentive Fee NII in each calendar quarter as follows: (1) no Income Incentive Fee in any calendar quarter in which the Company’s Pre-Incentive Fee NII does not exceed the hurdle rate of 2.0%; (2) 80% of the Company’s Pre-Incentive Fee NII with respect to that portion of such Pre-Incentive Fee NII, if any, that exceeds the hurdle rate but is less than 2.667% in any calendar quarter (10.668% annualized) (the portion of the Company’s Pre-Incentive Fee NII that exceeds the hurdle but is less than 2.667% is referred to as the "catch-up"; the "catch-up" is meant to provide RGC with 20.0% of the Company’s Pre-Incentive Fee NII as if a hurdle did not apply if the Company’s Pre-Incentive Fee NII exceeds 2.667% in any calendar quarter (10.668% annualized)); and (3) 20.0% of the amount of the Company’s Pre-Incentive Fee NII, if any, that exceeds 2.667% in any calendar quarter (10.668% annualized) payable to RGC (once the hurdle is reached and the catch-up is achieved, 20.0% of all Pre-Incentive Fee NII thereafter is allocated to RGC).

Under the capital gains component of the incentive fee (the "Capital Gains Fee"), the Company will pay RGC, as of the end of each calendar year, 20.0% of the Company’s aggregate cumulative realized capital gains, if any, from the date of the Company’s election to be regulated as a BDC through the end of that calendar year, computed net of the Company’s aggregate cumulative realized capital losses and aggregate cumulative unrealized capital losses through the end of such year, less the aggregate amount of any previously paid

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Capital Gains Fee. For the foregoing purpose, the Company’s "aggregate cumulative realized capital gains" will not include any unrealized gains. If such amount is negative, then no Capital Gains Fee will be payable for such year.

For the three months ended March 31, 2025, RGC earned incentive fees of $3.9 million; of which $3.0 million was payable in cash and $0.9 million was accrued and generated from deferred interest. For the three months ended March 31, 2024, RGC earned incentive fees of $4.7 million, of which $3.6 million was payable in cash and $1.1 million was accrued and generated from deferred interest. All incentive fees accrued and generated from deferred interest (i.e., PIK and certain ETP accretion) are not payable until receipt of associated cash by the Company, at which time the incentive fees are recategorized from deferred incentive fees payable to cash incentive fees payable. All figures presented for the three months ended March 31, 2025 and 2024 are net of such recategorizations during the respective period.

As of March 31, 2025, $3.1 million were payable in cash, and $11.0 million were deferred incentive fees payable, both of which are included in "Incentive fees payable" on the Statements of Assets and Liabilities. As of December 31, 2024, $4.0 million of incentive fees payable were payable in cash, and $10.1 million were deferred incentive fees payable, both of which are included in "Incentive fees payable" on the Consolidated Statements of Assets and Liabilities.

The capital gains incentive fee consists of fees related to realized gains and losses and unrealized capital losses. As of each of March 31, 2025 and December 31, 2024, there was no capital gains incentive fee accrued, earned or payable to RGC under the Advisory Agreement.

Administration Agreement

The Company reimburses the Administrator for the allocable portion of overhead expenses incurred by the Administrator in performing its obligations under the amended and restated administration agreement with the Administrator (the "Administration Agreement,") including furnishing the Company with office facilities, equipment and clerical, bookkeeping and recordkeeping services at such facilities, as well as providing other administrative services. In addition, the Company reimburses the Administrator for the fees and expenses associated with performing compliance functions, and the Company’s allocable portion of the compensation of the Company’s Chief Financial Officer, Chief Compliance Officer and their respective support staff, as well as any expenses paid by the Administrator on the Company's behalf.

For the three months ended March 31, 2025, the Company incurred $0.6 million of Administration Agreement expenses, of which $0.2 million was payable to a third-party administrator and $0.4 million was overhead allocation expense. For the three months ended March 31, 2024, the Company incurred $0.6 million of Administration Agreement expenses, of which $0.2 million was payable to a third-party administrator and $0.4 million was overhead allocation expense. All Administration Agreement expenses are recorded as "Administration Agreement expenses" on the Consolidated Statements of Operations.

As of March 31, 2025, the Company had accrued a net payable to the Administrator of $0.5 million and a payable to the third-party administrator of $0.3 million As of December 31, 2024, the Company had accrued a net payable to the Administrator of $0.3 million and a payable to the third-party administrator of $0.2 million. All payables related to the Administration Agreement are recorded within "Accrued expenses and other liabilities" on the Consolidated Statements of Assets and Liabilities.

License Agreement

The Company has entered into a license agreement with RGC (the "License Agreement") pursuant to which RGC has granted the Company a personal, non-exclusive, royalty-free right and license to use the name "Runway Growth Finance." Under the License Agreement, the Company has the right to use the "Runway Growth Finance" name, so long as RGC or one of its affiliates remains the Company’s investment adviser. Other than with respect to this limited license, the Company has no legal right to the "Runway Growth Finance" name.

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Runway-Cadma I LLC

In March 2024, the Company entered into a joint venture agreement with Cadma to create and co-manage Runway-Cadma I LLC, also referred to as the JV. The JV entered into a senior secured revolving credit facility with Apollo Capital Management, L.P ("Apollo Credit Facility"), which provided the JV with a $40.0 million commitment, subject to borrowing base requirements. The Apollo Credit Facility is non-recourse to the Company and bears interest at three-month SOFR plus 4.15%. As of March 31, 2025, the JV has not drawn on the available commitment in the Apollo Credit Facility.

During the three months ended March 31, 2025, there were no additional contributions of equity capital to the JV by the Company or Cadma. As of March 31, 2025, the Company's unfunded commitment to the JV was $29.4 million, and the Company had $5.9 thousand in receivables from the JV related to shared expenses as of March 31, 2025. As of December 31, 2024, the Company's unfunded commitment to the JV was $29.4 million, and there were no receivables or payables between the Company and the JV as of December 31, 2024.

As of March 31, 2025 and December 31, 2024, the fair value of the Company's equity interest in the JV was $5.9 million and $5.7 million, respectively. As of March 31, 2025 and December 31, 2024, the JV had the following contributed capital and unfunded commitments from its members (in thousands):


	As of March 31, 2025		As of December 31, 2024
Total contributed capital by Runway Growth Finance Corp.	$	5,600	$	5,600
Total contributed capital by all members		11,200		11,200
Total unfunded commitments by Runway Growth Finance Corp.		29,400		29,400
Total unfunded commitments by all members		58,800		58,800

On August 14, 2024, the Company assigned: (i) $10.0 million of its debt investment in Airship Group, Inc. and (ii) 107,296 warrants for shares of its Series F Preferred Stock of Airship Group, Inc., to the JV, for an aggregate purchase price of $9.9 million, net of upfront fees. In accordance with ACS 860, this transaction met the criteria for a sale. As of March 31, 2025, the JV had one debt investment with a fair value of $10.3 million and one equity investment with a fair value of $0.1 million. As of December 31, 2024, the JV had one debt investment with a fair value of $10.2 million and one equity investment with a fair value of $0.1 million.

Relationship with Oaktree Capital Management and OCM Growth Holdings

In December 2016, the Company and RGC entered into a strategic relationship with Oaktree Capital Management, L.P ("Oaktree"). In connection with the relationship, OCM Growth Holdings ("OCM Growth"), an affiliate of Oaktree, purchased an aggregate of 14,571,334 shares of the Company's common stock for an aggregate purchase price of $219.3 million in the Company's initial private offering and second private offering. As of March 31, 2025, OCM Growth owned 10,779,668 shares of our common stock, or 28.9% of the Company's outstanding shares. Pursuant to an irrevocable proxy, certain shares held by OCM Growth must be voted in the same proportion that the Company's other stockholders vote their shares. Of the 10,779,668 shares of the Company’s common stock owned by OCM Growth, 10,294,926 shares, or 27.6% of the Company’s outstanding shares, are subject to this proxy voting arrangement.

In connection with OCM Growth’s commitment, the Company entered into a stockholder agreement, dated December 15, 2016, with OCM Growth, pursuant to which OCM Growth has a right to nominate a member of the Board of Directors for election for so long as OCM Growth holds shares of the Company’s common stock in an amount equal to, in the aggregate, at least one-third (33%) of OCM Growth’s initial $125.0 million capital commitment. Catherine Frey serves on the Company's Board of Directors as OCM Growth’s director nominee and is considered an independent director. Further, to the extent OCM Growth’s share ownership falls below one-third of its initial $125.0 million capital commitment under any circumstances, OCM Growth will no longer have the right to appoint a director nominee and will use reasonable efforts to cause such nominee to resign immediately (subject to his or her existing fiduciary duties).

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Note 4 – Investments

Control and Affiliate Investments

The Company classifies its investment portfolio by level of affiliation and control in accordance with the requirements of the 1940 Act. As defined in the 1940 Act, investee companies are deemed as affiliated investments when a company or individual possesses, or has the right to acquire within 60 days or less, beneficial ownership of 5.0% or more of the outstanding voting securities of an investee company. Control investments are those where the investor has the ability or power to exercise a controlling influence over the management or policies of an investee company. Control is generally deemed to exist when a company or individual possesses, or has the right to acquire within 60 days or less, beneficial ownership of more than 25.0% of the outstanding voting securities of an investee company, or maintains greater than 50.0% representation on the investee company's board of directors.

The Company’s affiliate and control investments as of March 31, 2025, along with the transactions during the three months ended March 31, 2025, are as follows (in thousands):


			For the Three Months Ended March 31, 2025
Portfolio Company		Investment Description	Investment Income Earned 2025		Fair Value as of December 31, 2024		Gross Additions(1)			Gross Reductions(2)			Net Realized Gain (Loss)			Net Change in Unrealized Gain (Loss)			Fair Value as of March 31, 2025(3)
Affiliate Investments
	Debt Investments
	Gynesonics, Inc. - Senior Secured	SOFR+8.75%, 8.00% ceiling, 5.00% ETP, due 11/30/2026	$	902	$	27,217	$	(640	)	$	(25,595	)	$	-		$	(982	)	$	-
	Total Debt Investments			902		27,217		(640	)		(25,595	)		-			(982	)		-

	Equity Investments
	Coginiti Corp	Common Stock		-		-		-			-			-			-			-
	Gynesonics, Inc.	Series A-2 Preferred Stock		-		25,000		-			(25,000	)		-			-			-
		Series A-1 Preferred Stock		-		12,355		-			(12,355	)		9,255			(9,255	)		-
	Total Equity Investments			-		37,355		-			(37,355	)		9,255			(9,255	)		-

	Warrants
	Coginiti Corp	Common Stock		-		-		-			-			-			-			-
	Gynesonics, Inc.	Success fee		-		-		-			-			(312	)		312			-
	Total Warrants			-		-		-			-			(312	)		312			-
Total Affiliate Investments			$	902	$	64,572	$	(640	)	$	(62,950	)	$	8,943		$	(9,925	)	$	-

Control Investments
	Equity Investments
	Pivot3, Inc.	100% Equity Interest		-		1,198		-			-			-			(203	)		995
	Runway-Cadma I LLC	50% Equity Interest		-		5,742		-			-			-			137			5,879
	Total Equity Investments			-		6,940		-			-			-			(66	)		6,874
Total Control Investments			$	-	$	6,940	$	-		$	-		$	-		$	(66	)	$	6,874

(1)

Gross additions include increases in the cost basis of investments resulting from fundings, PIK interest, accretion of OID and ETP, the exchange of one or more existing investments for one or more new investments and the movement of an investment between categories.

(2)

Gross reductions include decreases in the basis of investments resulting from principal collections related to investment repayments or sales, the exchange of one or more existing investments for one or more new investments and the movement of an investment between categories.

(3)

All affiliate and control investments, which as of March 31, 2025, represented 1.37% of the Company’s net assets, may be deemed to be restricted securities under the Securities Act, and were valued at fair value as determined in good faith by the Company’s Board of Directors.

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The Company’s affiliate and control investments as of December 31, 2024, along with the transactions during the year ended December 31, 2024, are as follows (in thousands):


			For the Year Ended December 31, 2024
Portfolio Company		Investment Description	Investment Income Earned 2024		Fair Value as of December 31, 2023		Gross Additions(1)		Gross Reductions(2)		Net Realized Gain (Loss)		Net Change in Unrealized Gain (Loss)			Fair Value as of December 31, 2024(3)
Affiliate Investments
	Debt Investments
	Gynesonics, Inc. - Senior Secured	SOFR+8.75%, 8.00% ceiling, 5.00% ETP, due 11/30/2026	$	2,419	$	23,586	$	337	$	-	$	-	$	3,294		$	27,217
	Total Debt Investments			2,419		23,586		337		-		-		3,294			27,217

	Equity Investments
	Coginiti Corp	Common Stock		-		856		-		-		-		(856	)		-
	Gynesonics, Inc.	Series A-2 Preferred Stock		-		21,461		-		-		-		3,539			25,000
		Series A-1 Preferred Stock		-		4,577		-		-		-		7,778			12,355
	Total Equity Investments			-		26,894		-		-		-		10,461			37,355

	Warrants
	Coginiti Corp	Common Stock		-		663		-		-		-		(663	)		-
	Gynesonics, Inc.	Success fee		-		313		-		-		-		(313	)		-
	Total Warrants			-		976		-		-		-		(976	)		-
Total Affiliate Investments			$	2,419	$	51,456	$	337	$	-	$	-	$	12,779		$	64,572

Control Investments
	Equity Investments
	Pivot3, Inc.	100% Equity Interest		-		950		-		-		-		248			1,198
	Runway-Cadma I LLC	50% Equity Interest		-		-		5,600		-		-		142			5,742
	Total Equity Investments			-		950		5,600		-		-		390			6,940
Total Control Investments			$	-	$	950	$	5,600	$	-	$	-	$	390		$	6,940

(1)

(2)

Gross reductions include decreases in the basis of investments resulting from principal collections related to investment repayments or sales, the exchange of one or more existing Investments for one or more new investments and the movement of investment between categories.

(3)

All affiliate and control investments, which as of December 31, 2024, represented 13.90% of the Company’s net assets, may be deemed to be restricted securities under the Securities Act, and were valued at fair value as determined in good faith by the Company’s Board of Directors.

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Portfolio Composition

The following table shows the fair value of the Company's portfolio of investments by geographic region as of March 31, 2025 and December 31, 2024:


	March 31, 2025					December 31, 2024
Geographic Region	Investments at Fair Value		Percentage of Net Assets			Investments at Fair Value		Percentage of Net Assets
United States
Western United States	$	379,536		75.41	%	$	431,567		83.83	%
Northeastern United States		241,296		47.94			264,780		51.43
Midwestern United States		147,446		29.30			146,963		28.54
South Central United States		40,771		8.10			40,136		7.80
Northwestern United States		73,293		14.56			72,414		14.06
Southeastern United States		20,903		4.15			20,932		4.07
Runway-Cadma I LLC(1)		5,879		1.17			5,742		1.12
Total United States		909,124		180.63			982,534		190.85

United Kingdom		29,546		5.87			28,360		5.51
Germany		33,560		6.67			34,163		6.64
Netherlands		17,323		3.44			17,203		3.34
Canada		14,680		2.92			14,580		2.83
Total	$	1,004,233		199.53	%	$	1,076,840		209.17	%

(1)

Runway-Cadma I LLC is a joint venture between the Company and Cadma. This entity invests in secured loans to growth-stage companies that have been originated by the Company. See "Note 2 – Summary of Significant Accounting Policies" for further discussion.

The following table shows the fair value of the Company's portfolio of investments by industry as of March 31, 2025 and December 31, 2024:


	March 31, 2025					December 31, 2024
Industry	Investments at Fair Value		Percentage of Net Assets			Investments at Fair Value		Percentage of Net Assets
Application Software	$	224,297		44.56	%	$	233,431		45.35	%
Internet Software and Services		157,530		31.30			160,104		31.10
Healthcare Technology		153,876		30.57			218,688		42.48
Data Processing & Outsourced Services		132,031		26.24			116,720		22.67
System Software		115,463		22.94			114,650		22.26
Property & Casualty Insurance		77,172		15.33			76,911		14.94
Internet & Direct Marketing Retail		50,284		10.00			50,729		9.86
Electronic Equipment & Instruments		40,084		7.96			40,354		7.84
Human Resource & Employment Services		30,707		6.10			40,560		7.88
Healthcare Equipment		15,399		3.06			15,382		2.98
Multi-Sector Holdings(1)		5,879		1.17			5,742		1.12
Technology Hardware, Storage & Peripherals		858		0.17			2,910		0.56
Specialized Consumer Services		367		0.07			365		0.07
Advertising		148		0.03			152		0.03
Asset Management & Custody Banks		138		0.03			138		0.03
Biotechnology		-		-			4		-
Total	$	1,004,233		199.53	%	$	1,076,840		209.17	%

(1)

Multi-Sector Holdings consists of the Company's investment in Runway-Cadma I LLC, a joint venture between the Company and Cadma. This entity invests in secured loans to growth-stage companies that have been originated by the Company. See "Note 2 – Summary of Significant Accounting Policies" for further discussion.

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Derivative Financial Instruments

In the normal course of business, the Company may utilize derivative contracts in connection with its investment activities. Investments in derivative contracts are subject to additional risks that can result in a loss of all or part of an investment. The derivative activities and exposure to derivative contracts primarily involve equity price risks. In addition to the primary underlying risk, additional counterparty risk exists due to the potential inability of counterparties to meet the terms of their contracts.

Warrants provide exposure and potential gains upon increases in the portfolio company’s equity value. A warrant has a limited life and expires on a certain date. As a warrant’s expiration date approaches, the time value of the warrant will decline. In addition, if the stock underlying the warrant declines in price, the intrinsic value of an "in the money" warrant will decline. Further, if the price of the stock underlying the warrant does not exceed the strike price of the warrant on the expiration date, the warrant will expire worthless. As a result, there is the potential for the entire value of an investment in a warrant to be lost. The Company’s volume of warrant investment activity is closely correlated to its primary senior secured loans to portfolio companies. Counterparty risk exists from the potential failure of an issuer of warrants to settle its exercised warrants. The maximum risk of loss from counterparty risk is the fair value of the contracts and the purchase price of the warrants. The Board of Directors considers the effects of counterparty risk when determining the fair value of its investments in warrants.

For the three months ended March 31, 2025, the Company had a realized loss of $1.3 million and a net change in unrealized gain of $0.8 million from its investments in warrants. For the three months ended March 31, 2024, the Company had no realized gains or losses and a net change in unrealized loss of $0.3 million from its investments in warrants. Realized gains and losses from warrants are included in the respective control, affiliate, or non-control/non-affiliate "Net realized gain (loss) on investments" on the Consolidated Statements of Operations. Unrealized gains and losses from investments in warrants are included in the respective control, affiliate, or non-control/non-affiliate "Net change in unrealized gain (loss) on investments" on the Consolidated Statements of Operations.

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Note 5 – Fair Value of Financial Instruments

The Company’s assets recorded at fair value have been categorized based upon a fair value hierarchy in accordance with ASC 820. Refer to "Note 2 – Summary of Significant Accounting Policies" for a discussion of the Company’s policies.

Investments measured at fair value on a recurring basis are categorized in the tables below based upon the lowest level of significant input to the valuations as of March 31, 2025 and December 31, 2024 (in thousands):


	Level 1		Level 2		Level 3		Measured at Net Asset Value(1)		Total
As of March 31, 2025
Portfolio Investments
Senior Secured Term Loans	$	-	$	-	$	926,072	$	-	$	926,072
Second Lien Term Loans		-		-		20,316		-		20,316
Preferred Stock		-		8,978		27,238		-		36,216
Common Stock		820		-		16		-		836
Equity Interest		-		-		995		5,879		6,874
Warrants		-		332		13,587		-		13,919
Total Portfolio Investments		820		9,310		988,224		5,879		1,004,233
Cash equivalents		3,500		-		-		-		3,500
Total	$	4,320	$	9,310	$	988,224	$	5,879	$	1,007,733

As of December 31, 2024
Portfolio Investments
Senior Secured Term Loans	$	-	$	-	$	950,092	$	-	$	950,092
Second Lien Term Loans		-		-		20,152		-		20,152
Preferred Stock		9,181		-		73,460		-		82,641
Common Stock		2,817		-		16		-		2,833
Equity Interest		-		-		1,198		5,742		6,940
Warrants		-		430		13,752		-		14,182
Total Portfolio Investments		11,998		430		1,058,670		5,742		1,076,840
Cash equivalents		4,026		-		-		-		4,026
Total	$	16,024	$	430	$	1,058,670	$	5,742	$	1,080,866

(1)

In accordance with ASC 820, the Company's equity investment in Runway-Cadma I LLC is measured using the net asset value as a practical expedient for fair value, and thus has not been classified in the fair value hierarchy.

The Company transfers investments in and out of Levels 1, 2 and 3 as of the beginning balance sheet date, based on changes in the use of observable and unobservable inputs utilized to perform the valuation for the period.

Table of Contents

The following table presents a rollforward of Level 3 assets measured at fair value as of March 31, 2025 (in thousands):


		Senior Secured Term Loans				Second Lien Term Loans			Convertible Notes			Preferred Stock				Common Stock			Equity Interest				Warrants			Total
Fair value at December 31, 2024	$		950,092		$		20,152	$		-	$		73,460		$		16	$		1,198		$		13,752		$	1,058,670
Transfers in (out) of Level 3			-				-			-			-				-			-				-			-
Purchases of investments(1)			15,061				-			-			-				-			-				259			15,320
PIK interest			3,188				72			-			-				-			-				-			3,260
Sales or prepayments of investments(1)			(36,906	)			-			-			(37,355	)			-			-				-			(74,261	)
Scheduled principal repayments of investments			(3,665	)			-			-			-				-			-				-			(3,665	)
Amortization of fixed income premiums or accretion of discounts and ETP			1,155				34			-			-				-			-				-			1,189
Net realized gain (loss)			-				-			-			9,255				-			-				(1,083	)		8,172
Net change in unrealized gain (loss)			(2,853	)			58			-			(18,122	)			-			(203	)			659			(20,461	)
Fair value at March 31, 2025	$		926,072		$		20,316	$		-	$		27,238		$		16	$		995		$		13,587		$	988,224
Net change in unrealized gain (loss) on Level 3 investments still held as of March 31, 2025	$		(2,332	)	$		58	$		-	$		(8,866	)	$		-	$		(203	)	$		(247	)	$	(11,590	)

(1)

Net of reorganization and restructuring of investments.

The following table presents a rollforward of Level 3 assets measured at fair value as of March 31, 2024 (in thousands):


		Senior Secured Term Loans				Second Lien Term Loans				Convertible Notes				Preferred Stock				Common Stock				Equity Interest			Warrants			Total
Fair value at December 31, 2023	$		964,099		$		14,399		$		1,357		$		26,285		$		872		$		950	$		12,838		$	1,020,800
Transfers in (out) of Level 3			-				-				-				-				-				-			-			-
Purchases of investments(1)			22,175				-				-				-				-				-			2,467			24,642
PIK interest			4,104				72				-				-				-				-			-			4,176
Sales or prepayments of investments			(34,449	)			-				-				-				-				-			-			(34,449	)
Scheduled repayments of investments			(413	)			-				-				-				-				-			-			(413	)
Amortization of fixed income premiums or accretion of discounts and ETP			3,968				30				-				-				-				-			-			3,998
Net realized gain (loss)			-				-				-				-				-				-			-			-
Net change in unrealized gain (loss)			(4,307	)			(113	)			(334	)			(251	)			(733	)			-			(242	)		(5,980	)
Fair Value at March 31, 2024	$		955,177		$		14,388		$		1,023		$		26,034		$		139		$		950	$		15,063		$	1,012,774
Net change in unrealized gain (loss) on Level 3 investments still held as of March 31, 2024	$		(4,306	)	$		(113	)	$		(334	)	$		(251	)	$		(733	)	$		-	$		(242	)	$	(5,979	)

(1)

Net of reorganization and restructuring of investments.

Table of Contents

The following table provides quantitative information regarding Level 3 fair value measurements as of March 31, 2025 (in thousands):


Description	Fair Value		Valuation Technique	Unobservable Inputs	Range (Weighted Average)
Senior Secured Term Loans(1)	$	878,789	Discounted Cash Flow Analysis	Discount rate	9.8% - 25.6% (15.4%)
				Origination yield	11.1% - 19.1% (13.6%)
				Revenue multiples	0.23x - 116.24x (5.89x)
		44,709	PWERM	Discount rate	12.6% - 45.7% (29.1%)
				Origination yield	13.7% - 29.9% (21.3%)
				Revenue multiples	1.20x - 5.82x (3.56x)
		2,574	Waterfall Approach (5)	Risk-free interest rate	4.0% - 4.0% (4.0%)
				Average industry volatility	52.5% - 52.5% (52.5%)
				Estimated time to exit	3.0 - 3.0 (3.0 years)
				Revenue multiples	3.68x - 3.68x (3.68x)
Second Lien Term Loans(1)		20,316	Discounted Cash Flow Analysis	Discount rate	19.5% - 20.1% (19.9%)
				Origination yield	13.0% - 18.4% (14.5%)
				Revenue Multiples	2.86x - 3.18x (2.95x)
Preferred Stock		26,675	Waterfall Approach (5)	Risk-free interest rate	4.0% - 4.0% (4.0%)
				Average industry volatility	52.5% - 52.5% (52.5%)
				Estimated time to exit	3.0 - 3.0 (3.0 years)
				Revenue multiples	3.68x - 3.68x (3.68x)
		563	Option Pricing Model (6)	Risk-free interest rate	4.0% - 4.0% (4.0%)
				Average industry volatility	32.5% - 50.0% (44.2%)
				Estimated time to exit	3.0 - 4.5 (3.5 years)
				Revenue multiples	2.87x - 3.18x (2.97x)
Common Stock		16	Option Pricing Model	Risk-free interest rate	4.0% - 4.0% (4.0%)
				Average industry volatility	50.0% - 50.0% (50.0%)
				Estimated time to exit	3.0 - 3.0 (3.0 years)
Equity Interest		995	PWERM (4)	N/A	N/A
Warrants(2)		10,351	Option Pricing Model	Risk-free interest rate	4.0% - 4.1% (4.0%)
				Average industry volatility	25.0% - 107.5% (48.1%)
				Estimated time to exit	1.0 - 3.5 (2.9 years)
				Revenue multiples	1.39x - 116.24x (3.63x)
		3,163	PWERM (3)	N/A	N/A
		73	Waterfall Approach	Risk-free interest rate	4.0% - 4.0% (4.0%)
				Average industry volatility	67.5% - 67.5% (67.5%)
				Estimated time to exit	3.7 - 3.7 (3.7 years)
				Revenue multiples	1.88x - 1.88x (1.88x)

Total Level 3 Investments	$	988,224

(1)

The significant unobservable inputs used in the fair value measurement of the Company’s debt securities are origination yields and discount rates. The origination yield is defined as the initial market price of an investment in a hypothetical market to hypothetical market participants where buyers and sellers are willing participants. The discount rate is related to company-specific characteristics such as underlying investment performance, projected cash flows, and other characteristics of the investment. Significant increases or decreases in the inputs in isolation may result in a significantly higher or lower fair value measurement, depending on the materiality of the investment. However, a significantly higher or lower fair value measurement of any of the Company’s portfolio investments may occur regardless of whether there is a significant increase or decrease in the unobservable inputs.

(2)

The significant unobservable inputs used in the fair value measurement of the Company’s warrant and equity-related securities are inputs used in the OPM, which include industry volatility, risk free interest rate and estimated time to exit. The Equity Allocation model and the Black Scholes model were the main OPMs used during the period ended March 31, 2025. Probability Weighted Expected Return Models ("PWERM") and other techniques were used as determined appropriate. Significant increases (decreases) in the inputs in isolation would result in a significantly higher (lower) fair value measurement, depending on the materiality of the investment. However, a significantly higher or lower fair value measurement of any of the Company’s portfolio investments may occur regardless of whether there is a significant increase (decrease) in the unobservable inputs. For some investments, additional consideration may be given to data from the last round of financing or merger/acquisition events near the measurement date.

(3)

Warrant investments using a PWERM valuation technique contain success fees, in which case the inputs are not applicable because the nature of a success fee is a fixed payout dependent on certain liquidation events.

(4)

Investment valued using a PWERM valuation technique and includes inputs that are based on scenario analysis specific to the asset recovery of such investment.

(5)

Investment valued using a Waterfall valuation technique. The inputs utilized in the valuation are based on an option pricing model that was utilized to value the shares that JobGet Holdings, Inc. owns in JobGet, Inc.

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The following table provides quantitative information regarding Level 3 fair value measurements as of December 31, 2024 (in thousands):


Description	Fair Value		Valuation Technique	Unobservable Inputs	Range (Weighted Average)
Senior Secured Term Loans(1)	$	944,513	Discounted Cash Flow Analysis (6)	Discount rate	10.2% - 45.7% (15.6%)
				Origination yield	11.1% - 29.9% (13.9%)
				Revenue multiples	0.28x - 15.25x (4.22x)
		2,148	PWERM	Discount rate	40.0% - 40.0% (40.0%)
				Origination yield	18.6% - 18.6% (18.6%)
				Revenue multiples	1.25x - 1.25x (1.25x)
		3,431	Waterfall Approach (5)	Risk-free interest rate	4.1% - 4.1% (4.1%)
				Average industry volatility	52.5% - 52.5% (52.5%)
				Estimated time to exit	3.0 - 3.0 (3.0 years)
				Revenue multiples	3.75x - 3.75x (3.75x)
Second Lien Term Loans(1)		20,152	Discounted Cash Flow Analysis	Discount rate	18.6% - 19.2% (19.1%)
				Origination yield	13.0% - 18.4% (14.5%)
				Revenue Multiples	1.90x - 2.85x (2.17x)
Preferred Stock		35,563	Waterfall Approach (5)	Risk-free interest rate	4.1% - 4.1% (4.1%)
				Average industry volatility	52.5% - 52.5% (52.5%)
				Estimated time to exit	3.0 - 3.0 (3.0 years)
				Revenue multiples	3.75x - 3.75x (3.75x)
		37,897	Option Pricing Model (6)	Risk-free interest rate	4.1% - 4.1% (4.1%)
				Average industry volatility	45.0% - 62.5% (45.1%)
				Estimated time to exit	3.0 - 4.7 (3.0 years)
				Revenue multiples	2.82x - 12.87x (12.76x)
Common Stock		16	Option Pricing Model	Risk-free interest rate	4.1% - 4.1% (4.1%)
				Average industry volatility	62.5% - 62.5% (62.5%)
				Estimated time to exit	3.0 - 3.0 (3.0 years)
Equity Interest		1,198	PWERM (4)	N/A	N/A
Warrants(2)		10,860	Option Pricing Model	Risk-free interest rate	4.1% - 4.3% (4.1%)
				Average industry volatility	22.5% - 110.0% (47.7%)
				Estimated time to exit	1.0 - 3.8 (2.9 years)
				Revenue multiples	1.27x - 8.89x (3.41x)
		2,802	PWERM (3)	N/A	N/A
		90	Waterfall Approach	Revenue multiples	1.93x - 1.93x (1.93x)

Total Level 3 Investments	$	1,058,670

(1)

(2)

The significant unobservable inputs used in the fair value measurement of the Company’s warrant and equity-related securities are inputs used in the OPM, which include industry volatility, risk free interest rate and estimated time to exit. The Equity Allocation model and the Black Scholes model were the main OPMs used during the year ended December 31, 2024. Probability Weighted Expected Return Models ("PWERM") and other techniques were used as determined appropriate. Significant increases (decreases) in the inputs in isolation would result in a significantly higher (lower) fair value measurement, depending on the materiality of the investment. However, a significantly higher or lower fair value measurement of any of the Company’s portfolio investments may occur regardless of whether there is a significant increase (decrease) in the unobservable inputs. For some investments, additional consideration may be given to data from the last round of financing or merger/acquisition events near the measurement date.

(3)

(4)

Investment valued using a PWERM valuation technique and includes inputs that are based on scenario analysis specific to the asset recovery of such investment.

(5)

(6)

Includes Gynesonics, Inc., which was sold on January 2, 2025. As of December 31, 2024, the Company valued its investments in Gynesonics, Inc. at the expected sales proceeds from the acquisition.

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Fair Value of Financial Instruments Reported at Cost

The Company records its debt at amortized cost on the Consolidated Statements of Assets and Liabilities. The fair value of the Company’s Credit Facility, April 2026 Notes, December 2026 Notes, and August 2027 Notes (each defined in "Note 7 – Borrowings") are estimated using Level 3 inputs, which involves discounting the remaining payments based on comparable market rates or market quotes for similar instruments as of the measurement date. The July 2027 Notes and December 2027 Notes are publicly traded on NASDAQ and are valued using Level 1 inputs, reflecting the most recent market prices of $25.09 and $25.25 per share as of March 31, 2025, respectively. As of December 31, 2024, the market prices were $24.88 and $25.10 per share, respectively.

The following table provides additional information about the approximate fair value and level in the fair value hierarchy of the Company’s outstanding borrowings as of March 31, 2025 and December 31, 2024 (in thousands):


			Fair Value Hierarchy
	Carrying Value		Level 1		Level 2		Level 3		Total
As of March 31, 2025
Credit Facility	$	247,955	$	-	$	-	$	270,622	$	270,622
April 2026 Notes		24,875		-		-		26,179		26,179
December 2026 Notes		69,689		-		-		67,058		67,058
July 2027 Notes		79,261		80,790		-		-		80,790
August 2027 Notes		19,663		-		-		19,846		19,846
December 2027 Notes		50,764		52,268		-		-		52,268
Total	$	492,207	$	133,058	$	-	$	383,705	$	516,763

As of December 31, 2024
Credit Facility	$	308,449	$	-	$	-	$	321,785	$	321,785
April 2026 Notes		24,839		-		-		25,616		25,616
December 2026 Notes		69,630		-		-		65,512		65,512
July 2027 Notes		79,116		80,114		-		-		80,114
August 2027 Notes		19,628		-		-		20,054		20,054
December 2027 Notes		50,670		51,957		-		-		51,957
Total	$	552,332	$	132,071	$	-	$	432,967	$	565,038

Note 6 – Concentration of Credit Risk

In the normal course of business, the Company maintains its cash balances at large, high credit-quality financial institutions, which at times may exceed federally insured limits. The Company is subject to credit risk to the extent that any financial institution with which it conducts business is unable to fulfill contractual obligations on its behalf. The Company monitors the financial condition of those financial institutions and believes that risk of loss associated with any uninsured balance is remote.

In the event that a portfolio company completely fails to perform according to the terms of their loan agreement, the amount of loss due to credit risk from the Company's investments would equal the sum of the Company’s recorded investments in the portfolio company and the portion of unfunded commitments currently eligible to be drawn. Refer to "Note 8 – Commitments and Contingencies" for a summary of the aggregate balance of unfunded commitments as of March 31, 2025. The Company predominantly collateralizes its investments by obtaining a first priority security interest in a portfolio company’s assets, which may include its intellectual property.

As of March 31, 2025 and December 31, 2024, the Company’s five largest debt investments in portfolio companies represented 29.7% and 28.8%, respectively, of the total fair value of the Company’s debt investments in portfolio companies. As of March 31, 2025 and December 31, 2024, the Company had debt investments in 18 and 20 portfolio companies, respectively, that represented 5% or more of the Company’s net assets.

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Note 7 – Borrowings

The following table shows the Company's borrowings as of March 31, 2025 and December 31, 2024 (in thousands):


	Total Commitment		Face Value		Unamortized DFC			Carrying Value
As of March 31, 2025
Credit Facility	$	550,000	$	253,000	$	(5,045	)	$	247,955
April 2026 Notes		25,000		25,000		(125	)		24,875
December 2026 Notes		70,000		70,000		(311	)		69,689
July 2027 Notes		80,500		80,500		(1,239	)		79,261
August 2027 Notes		20,000		20,000		(337	)		19,663
December 2027 Notes		51,750		51,750		(986	)		50,764
Total	$	797,250	$	500,250	$	(8,043	)	$	492,207

As of December 31, 2024
Credit Facility	$	550,000	$	311,000	$	(2,551	)	$	308,449
April 2026 Notes		25,000		25,000		(161	)		24,839
December 2026 Notes		70,000		70,000		(370	)		69,630
July 2027 Notes		80,500		80,500		(1,384	)		79,116
August 2027 Notes		20,000		20,000		(372	)		19,628
December 2027 Notes		51,750		51,750		(1,080	)		50,670
Total	$	797,250	$	558,250	$	(5,918	)	$	552,332

For the three months ended March 31, 2025 and 2024, the components of interest expense, amortization of deferred financing costs, unused fees on the Credit Facility (as defined below), and any other costs associated with the Company's borrowings were as follows (dollars in thousands):


	Interest Expense		Amortization of DFC		Unused Facility and Other Fees (1)		Total Interest and Other Debt Financing Expenses		Weighted Average Cost of Debt
Three Months Ended March 31, 2025
Credit Facility	$	4,727	$	456	$	556	$	5,739		9.00	%
April 2026 Notes		534		36		-		570		9.11
December 2026 Notes		744		59		-		803		4.59
July 2027 Notes		1,509		145		-		1,654		8.22
August 2027 Notes		350		35		-		385		7.70
December 2027 Notes		1,035		101		-		1,136		8.78
Total	$	8,899	$	832	$	556	$	10,287		8.19	%

Three Months Ended March 31, 2024
Credit Facility	$	5,007	$	480	$	841	$	6,328		10.77	%
April 2026 Notes		534		30		-		564		9.03
December 2026 Notes		744		55		-		799		4.56
July 2027 Notes		1,509		144		-		1,653		8.22
August 2027 Notes		350		35		-		385		7.70
December 2027 Notes		1,035		96		-		1,131		8.74
Total	$	9,179	$	840	$	841	$	10,860		9.01	%

(1)

Unused facility and other fees for the three months ended March 31, 2024 include supplemental fees of $0.2 million, which were nonrecurring in nature.

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Credit Facility

On April 20, 2022, the Company entered into an amended and restated credit agreement with KeyBank National Association, acting as administrative agent, CIBC Bank USA and MUFG Union Bank, N.A. as co-documentation agents, the guarantors party thereto and syndication agent and the other lenders party thereto, which initially provided the Company with a $225.0 million commitment, subject to borrowing base requirements (as amended, supplemented or otherwise modified from time to time, the "Credit Facility"). On March 18, 2025, the Company entered into a Sixth Amendment to the Credit Facility, which amendment, among other things, (i) extended the maturity date and revolving period; (ii) permits future financing subsidiaries, and (iii) amended certain other terms of the Credit Facility, including without limitation loan eligibility criteria, the borrowing base calculation, and excess concentration measures.

As of March 31, 2025, the Company had $550.0 million in total commitments available under the Credit Facility, subject to an accordion feature that allows the Company to increase the total commitments under the Credit Facility up to $600.0 million. The availability period under the Credit Facility expires on March 18, 2028 and is followed by a one-year amortization period. The stated maturity date under the Credit Facility is March 18, 2029, unless extended.

Borrowings under the Credit Facility bear interest on a per annum rate equal to Adjusted Term SOFR plus an applicable margin rate that ranges from 2.95% to 3.35% per annum depending on the Company’s leverage ratio and number of eligible loans in the collateral pool. The Credit Facility provides for a variable advance rate of up to 65% on eligible term loans. The Company also pays an unused commitment fee that ranges from 0.25% to 1.00% per annum based on the total unused lender commitments under the Credit Facility.

The Credit Facility is collateralized by all eligible investment assets held by the Company. The Credit Facility contains representations, warranties, and affirmative and negative covenants customary for secured financings of this type, including certain financial covenants such as a consolidated tangible net worth requirement and a required asset coverage ratio. For all periods presented, the Company was in compliance with all such covenants.

For the three months ended March 31, 2025, the weighted average outstanding principal balance was $255.2 million and the weighted average effective interest rate was 7.51%. For the three months ended March 31, 2024, the weighted average outstanding principal balance was $234.9 million and the weighted average effective interest rate was 8.55%.

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2026 Notes

On December 10, 2021, the Company entered into a master note purchase agreement, completing a private debt offering of $70.0 million in aggregate principal amount of 4.25% interest-bearing unsecured Series 2021A Senior Notes due 2026 (the "December 2026 Notes") to institutional accredited investors (as defined in Regulation D under the Securities Act of 1933, as amended (the "Securities Act")). The December 2026 Notes were issued in two closings: the initial issuance of $20.0 million closed on December 10, 2021 and the second issuance of $50.0 million closed on February 10, 2022. On April 13, 2023, the Company completed the first supplement to the master note purchase agreement, resulting in an additional private debt offering of $25.0 million in aggregate principal amount of 8.54% interest-bearing unsecured Series 2023A Senior Notes due 2026 (the "April 2026 Notes") to institutional accredited investors (as defined in the Securities Act). The December 2026 Notes and the April 2026 Notes (collectively the "2026 Notes") are subject to a 1.00% increase in the respective interest rates in the event that, subject to certain exceptions, the 2026 Notes cease to have an investment grade rating or receive an investment grade rating below the Investment Grade (as defined in the master note purchase agreement). The 2026 Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.

December 2026 Notes

The December 2026 Notes bear an interest rate of 4.25% per year and are due on December 10, 2026, unless redeemed, purchased or prepaid prior to such date by the Company or its affiliates in accordance with their terms. Interest on the December 2026 Notes will be due semiannually in arrears on June 10 and December 10 of each year.

Aggregate costs in connection with the December 2026 Notes issuance were $1.0 million, and were capitalized and deferred. As of March 31, 2025 and December 31, 2024, unamortized deferred financing costs related to the December 2026 Notes were $0.3 million and $0.4 million, respectively.

April 2026 Notes

The April 2026 Notes bear an interest rate of 8.54% per year and are due on April 13, 2026, unless redeemed, purchased or prepaid prior to such date by the Company or its affiliates in accordance with their terms. Interest on the April 2026 Notes will be due semiannually in arrears on April 13 and October 13 of each year.

Aggregate costs in connection with the April 2026 Notes issuance were $0.4 million, and were capitalized and deferred. As of March 31, 2025 and December 31, 2024, unamortized deferred financing costs related to the April 2026 Notes were $0.1 million and $0.2 million, respectively.

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2027 Notes

July 2027 Notes

On July 28, 2022, the Company issued and sold $80.5 million in aggregate principal amount of 7.50% interest-bearing unsecured Notes due 2027 (the "July 2027 Notes") under its shelf Registration Statement on Form N-2. The July 2027 Notes were issued pursuant to the Base Indenture dated July 28, 2022 (the "Base Indenture") and First Supplemental Indenture, dated July 28, 2022 (together with the Base Indenture, the "Indenture"), between the Company and the Trustee, U.S. Bank Trust Company, National Association.

The July 2027 Notes bear an interest rate of 7.50% per year and are due on July 28, 2027. Interest on the 2027 Notes will be due quarterly in arrears on March 1, June 1, September 1 and December 1 of each year. The July 2027 Notes may be redeemed in whole or in part at any time or from time to time at the Company’s option on or after July 28, 2024, at a redemption price of $25 per July 2027 Note plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to the date fixed for redemption. The July 2027 Notes are general unsecured obligations of the Company that rank pari passu with the Company's existing and future unsecured, unsubordinated indebtedness.

Aggregate costs in connection with the July 2027 Notes issuance, including the underwriter’s discount and commissions, were $2.7 million, and were capitalized and deferred. As of March 31, 2025 and December 31, 2024, unamortized deferred financing costs related to the July 2027 Notes were $1.2 million and $1.4 million, respectively.

August 2027 Notes

On August 31, 2022, the Company issued and sold a private debt offering of $20.0 million in aggregate principal amount of 7.00% interest-bearing unsecured Series 2022A Senior Notes due 2027 (the "August 2027 Notes") to an institutional accredited investor (as defined in Regulation D under the Securities Act).

The August 2027 Notes bear an interest rate of 7.00% per year and are due on August 31, 2027, unless redeemed, purchased or prepaid prior to such date by the Company or its affiliates in accordance with their terms. Interest on the August 2027 Notes will be due semiannually in arrears on February 15 and August 15 of each year. The August 2027 Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.

Aggregate costs in connection with the August 2027 Notes issuance were $0.7 million, and were capitalized and deferred. As of March 31, 2025 and December 31, 2024, unamortized deferred financing costs related to the August 2027 Notes were $0.3 million and $0.4 million, respectively.

December 2027 Notes

On December 7, 2022, the Company issued and sold $51.75 million in aggregate principal amount of 8.00% interest-bearing unsecured Notes due 2027 (the "December 2027 Notes") under its shelf Registration Statement on Form N-2. The December 2027 Notes were issued pursuant to the Base Indenture and Second Supplemental Indenture, dated December 7, 2022, between the Company and the Trustee, U.S. Bank Trust Company, National Association.

The December 2027 Notes bear an interest rate of 8.0% per year and are due on December 28, 2027. Interest on the December 2027 Notes will be due quarterly in arrears on March 1, June 1, September 1, and December 1 of each year. The December 2027 Notes may be redeemed in whole or in part at any time or from time to time at the Company's option on or after December 31, 2024, at a redemption price of $25 per December 2027 Note plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to the date fixed for redemption. The December 2027 Notes are general unsecured obligations of the Company that rank pari passu with the Company's existing and future unsecured, unsubordinated indebtedness.

Aggregate costs in connection with the December 2027 Notes issuance, including the underwriter's discount and commissions, were $1.9 million, and were capitalized and deferred. As of March 31, 2025 and December 31, 2024, unamortized deferred financing costs related to the December 2027 Notes were $1.0 million and $1.1 million, respectively.

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Note 8 – Commitments, Contingencies, and Off-balance Sheet Arrangements

Commitments

The following table provides the Company’s contractual obligations as of March 31, 2025 and December 31, 2024 (in thousands):


	Payments Due by Period (1)
	Less than 1 Year			1-3 years			3-5 years		More than 5 Years		Total
As of March 31, 2025
Borrowings (2)
Credit Facility	$	-	$		-	$		253,000	$	-	$	253,000
2026 Notes		-			95,000			-		-		95,000
2027 Notes		-			152,250			-		-		152,250
Total Borrowings		-			247,250			253,000		-		500,250
Deferred Incentive Fees		3,582			4,920			2,381		84		10,967
Total	$	3,582	$		252,170	$		255,381	$	84	$	511,217

As of December 31, 2024
Borrowings (2)
Credit Facility	$	-	$		311,000	$		-	$	-	$	311,000
2026 Notes		-			95,000			-		-		95,000
2027 Notes		-			152,250			-		-		152,250
Total Borrowings		-			558,250			-		-		558,250
Deferred Incentive Fees		2,584			4,886			2,562		84		10,116
Total	$	2,584	$		563,136	$		2,562	$	84	$	568,366

(1)

Excludes interest payable on borrowings, accrued expenses, and commitments to extend credit to the Company’s portfolio companies.

(2)

Amounts represent future principal repayments and not the carrying value of each liability (refer to "Note 7 – Borrowings").

Contingencies

The Company and RGC are not currently subject to any material legal proceedings, nor, to the Company's knowledge, is any material legal proceeding threatened against the Company or RGC. From time to time, the Company or RGC may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of their rights under contracts with its portfolio companies. The Company's business is also subject to extensive regulation, which may result in regulatory proceedings against it. While the outcome of any such legal proceedings cannot be predicted with certainty, the Company does not expect that any such proceedings will have a material effect upon its financial condition or results of operations.

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Off-balance Sheet Arrangements

In the normal course of business, the Company may enter into investment agreements under which it commits to make an investment in a portfolio company at some future date or over a specified period of time. These unfunded contractual commitments to provide funds to portfolio companies are not reflected on the Consolidated Statements of Assets and Liabilities. With the exception of the JV, the availability of such unfunded commitments is subject to the specific terms and conditions of each contract, which may include, among other things, portfolio company performance requirements and time-based cancellation provisions. As a result, only a portion of unfunded commitments is currently eligible to be drawn.

The Company's unfunded commitments to provide debt and equity financing to its portfolio companies and Runway-Cadma I LLC amounted to $162.2 million and $176.7 million as of March 31, 2025 and December 31, 2024, respectively, shown in the table below (in thousands):


Portfolio Company	Investment Type	March 31, 2025		December 31, 2024
Bombora, Inc.	Senior Secured Term Loan		2,000		2,000
CarNow, Inc.	Senior Secured Term Loan		8,000		12,000
Elevate Services, Inc.	Senior Secured Term Loan		1,000		14,000
Interactions Corporation	Senior Secured Term Loan		10,000		10,000
Linxup, LLC	Senior Secured Term Loan		-		7,500
Onward Medical, N.V.	Senior Secured Term Loan		38,982		38,982
Route 92 Medical, Inc.	Senior Secured Term Loan		20,000		10,000
Runway-Cadma I LLC	Joint Venture		29,400		29,400
SetPoint Medical Corporation	Senior Secured Term Loan		20,000		20,000
Snap! Mobile, Inc.	Senior Secured Term Loan		5,000		5,000
Synack, Inc.	Senior Secured Term Loan		22,500		22,500
Zinnia Corporate Holdings, LLC	Senior Secured Term Loan		5,333		5,333
Total unused commitments to extend financing		$	162,215	$	176,715

Note 9 – Net Assets

The Company has the authority to issue 100,000,000 shares of common stock, par value $0.01 per share. In October 2015, in connection with the Company's formation, the Company issued and sold 1,667 shares of common stock to R. David Spreng, the President and Chief Executive Officer of the Company, for an aggregate purchase price of $25 thousand.

Private Common Stock Offerings

On December 1, 2017, the Company completed its initial private offering ("Initial Private Offering"), in which the Company issued 18,241,157 shares of its common stock to stockholders for a total purchase price of $275.0 million in reliance on exemptions from the registration requirements of the Securities Act, and other applicable securities laws.

Beginning October 15, 2019 and ending September 29, 2021, the Company completed multiple closings under its second private offering (the "Second Private Offering") and accepted aggregate capital commitments of $181.7 million. In connection with the Second Private Offering the Company issued 9,617,379 shares of its common stock for a total purchase price of $144.3 million. Concurrent with the IPO, all undrawn commitments under the Second Private Offering were cancelled.

On March 31, 2020 and March 24, 2021, the Company issued in aggregate 22,564 shares as an additional direct investment by Runway Growth Holdings LLC, an affiliate of RGC, at a per share price of $15.00 for total proceeds of $0.3 million in a private offering pursuant to an exemption from registration under Regulation D of the Securities Act.

Initial Public Offering

On October 25, 2021, the Company closed its IPO, issuing 6,850,000 shares of its common stock at a public offering price of $14.60 per share. Net of underwriting fees and offering costs, the Company received net cash proceeds of $93.0 million. The Company’s common stock began trading on NASDAQ on October 21, 2021 under the symbol "RWAY".

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Repurchase Program

On February 24, 2022, the Board of Directors approved a share repurchase program (the "First Repurchase Program") under which the Company was authorized to repurchase up to $25.0 million of its outstanding common stock, at management’s discretion from time to time in open-market transactions and in accordance with all applicable securities laws and regulations. The Company repurchased 871,345 shares in connection with the First Repurchase Program for an aggregate purchase price of $10.8 million. The First Repurchase Program expired on February 24, 2023.

On November 2, 2023, the Board of Directors approved a share repurchase program (the "Second Repurchase Program"), under which the Company was authorized to repurchase up to $25.0 million of its outstanding shares of common stock, at management’s discretion from time to time in open-market transactions and in accordance with all applicable securities laws and regulations. The Company repurchased 1,961,938 shares in connection with the Second Repurchase Program for an aggregate purchase price of $23.5 million. The Second Repurchase Program expired on November 2, 2024.

On July 30, 2024, the Board of Directors approved a share repurchase program (the "Third Repurchase Program") under which the Company may repurchase up to $15.0 million of its outstanding shares of common stock, at management's discretion from time to time in open-market transactions and in accordance with all applicable securities laws and regulations. If not renewed, the Third Repurchase Program will terminate upon the earlier of (i) July 30, 2025 or (ii) the repurchase of $15.0 million of the Company's shares of common stock. From the inception of the Third Repurchase Program through March 31, 2025, the Company repurchased 1,199,867 shares for an aggregate purchase price of $12.5 million.

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Distributions and Dividend Reinvestment Plan

The Company intends to pay quarterly distributions to its stockholders out of assets legally available for distribution. All distributions will be paid at the discretion of the Board of Directors and will depend on the Company's earnings, financial condition, maintenance of RIC status for income tax purposes, compliance with applicable BDC regulations and such other factors as the Board of Directors may deem relevant from time to time.

The Company maintains a dividend reinvestment plan for common stockholders (the "Dividend Reinvestment Plan"). The Dividend Reinvestment Plan is administered by its transfer agent on behalf of the Company's record holders and participating brokerage firms. Brokerage firms and other financial intermediaries may decide not to participate in the Dividend Reinvestment Plan but may provide a similar distribution reinvestment plan for their clients. The share requirements of the Dividend Reinvestment Plan may be satisfied through the issuance of new common shares or through open market purchases of common shares by the Company.

For the three months ended March 31, 2025, the Company declared dividends in the amount of $13.4 million, of which $13.2 million was payable in cash, with the remainder to be distributed in the form of shares of common stock to stockholders pursuant to the Dividend Reinvestment Plan. During the three months ended March 31, 2025, the Company did not purchase any shares of common stock in the open market under the Dividend Reinvestment Plan. The dividends declared during the period had a payment date subsequent to March 31, 2025, and are therefore included in "Distributions payable" on the Consolidated Statements of Assets and Liabilities. For the three months ended March 31, 2024, the Company declared and paid dividends in the amount of $19.0 million, of which $18.8 million was distributed in cash, with the remainder distributed in the form of 20,531 shares of common stock to stockholders pursuant to the Dividend Reinvestment Plan.

The following table summarizes the distributions declared and paid since inception through March 31, 2025:


Declaration Date	Type	Record Date	Payment Date	Amount per Share
May 3, 2018	Quarterly	May 15, 2018	May 31, 2018	$	0.15
July 26, 2018	Quarterly	August 15, 2018	August 31, 2018		0.25
November 1, 2018	Quarterly	October 31, 2018	November 15, 2018		0.35
March 22, 2019	Quarterly	March 22, 2019	March 26, 2019		0.40
May 2, 2019	Quarterly	May 7, 2019	May 21, 2019		0.45
May 2, 2019	Supplemental	May 31, 2019	July 16, 2019		0.46
July 30, 2019	Quarterly	August 5, 2019	August 26, 2019		0.45
September 27, 2019	Supplemental	September 30, 2019	November 12, 2019		0.04
December 9, 2019	Quarterly	December 10, 2019	December 23, 2019		0.40
March 5, 2020	Quarterly	March 6, 2020	March 20, 2020		0.40
May 7, 2020	Quarterly	May 8, 2020	May 21, 2020		0.35
August 5, 2020	Quarterly	August 6, 2020	August 20, 2020		0.36
October 1, 2020	Quarterly	October 1, 2020	November 12, 2020		0.38
March 4, 2021	Quarterly	March 5, 2021	March 19, 2021		0.37
April 29, 2021	Quarterly	April 30, 2021	May 13, 2021		0.37
July 19, 2021	Quarterly	July 20, 2021	August 12, 2021		0.34
October 28, 2021	Quarterly	November 8, 2021	November 22, 2021		0.25
February 24, 2022	Quarterly	March 8, 2022	March 22, 2022		0.27
April 28, 2022	Quarterly	May 10, 2022	May 24, 2022		0.30
July 28, 2022	Quarterly	August 9, 2022	August 23, 2022		0.33
October 27, 2022	Quarterly	November 8, 2022	November 22, 2022		0.36
February 23, 2023	Quarterly	March 7, 2023	March 21, 2023		0.40
February 23, 2023	Supplemental	March 7, 2023	March 21, 2023		0.05
May 2, 2023	Quarterly	May 15, 2023	May 31, 2023		0.40
May 2, 2023	Supplemental	May 15, 2023	May 31, 2023		0.05
August 1, 2023	Quarterly	August 15, 2023	August 31, 2023		0.40
August 1, 2023	Supplemental	August 15, 2023	August 31, 2023		0.05
November 1, 2023	Quarterly	November 13, 2023	November 28, 2023		0.40
November 1, 2023	Supplemental	November 13, 2023	November 28, 2023		0.06
February 1, 2024	Quarterly	February 12, 2024	February 28, 2024		0.40
February 1, 2024	Supplemental	February 12, 2024	February 28, 2024		0.07
April 30, 2024	Quarterly	May 10, 2024	May 24, 2024		0.40
April 30, 2024	Supplemental	May 10, 2024	May 24, 2024		0.07
July 30, 2024	Quarterly	August 12, 2024	August 26, 2024		0.40
July 30, 2024	Supplemental	August 12, 2024	August 26, 2024		0.05
November 5, 2024	Quarterly	November 18, 2024	December 2, 2024		0.40
March 20, 2025	Quarterly	March 31, 2025	April 14, 2025		0.33
March 20, 2025	Supplemental	March 31, 2025	April 14, 2025		0.03
			Total	$	10.99

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Note 10 – Income Taxes

The Company elected to be treated as a RIC under Subchapter M of the Code starting with its taxable year ended December 31, 2016. The Company currently qualifies and intends to qualify annually for the tax treatment applicable to RICs. A RIC generally is not subject to U.S. federal income taxes on distributed income and gains so long as it meets certain source-of-income and asset diversification requirements and it distributes at least 90% of its net ordinary income and net short-term capital gains in excess of its net long-term capital losses, if any, to its stockholders. So long as the Company maintains its status as a RIC, it generally will not be subject to U.S. federal income tax on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends. Rather, any tax liability related to income earned by the Company represents obligations of the Company’s investors and will not be reflected in the consolidated financial statements of the Company. The Company intends to make sufficient distributions to maintain its RIC status each year and it does not anticipate paying any material United States federal income taxes in the future.

Federal income tax regulations differ from U.S. GAAP, therefore distributions in accordance with tax regulations may differ from net investment income and realized gains recognized for financial reporting purposes. Differences may be permanent or temporary in nature. Permanent differences are reclassified among capital accounts in the consolidated financial statements to reflect their appropriate tax character. Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future.

The following table sets forth the tax cost basis and the estimated aggregate gross unrealized gain (loss) on investments for federal income tax purposes as of and for the period ended March 31, 2025 and the year ended December 31, 2024 (in thousands):


	March 31, 2025			December 31, 2024
Tax cost on investments	$	1,063,097		$	1,100,345
Change in unrealized gain on a tax basis	$	18,606		$	23,787
Change in unrealized loss on a tax basis		(77,469	)		(47,292	)
Net unrealized gain (loss) on a tax basis	$	(58,863	)	$	(23,505	)

The Company accounts for income taxes in conformity with ASC Topic 740, Income Taxes ("ASC 740"). ASC 740 provides guidelines for how uncertain tax positions should be recognized, measured, presented and disclosed in the consolidated financial statements. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company's tax returns to determine whether the tax positions are "more-likely-than-not" of being sustained by the applicable tax authority. Tax positions deemed to meet a "more-likely-than-not" threshold would be recorded as a tax benefit or expense in the current period. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits as "Tax expense" on the Consolidated Statements of Operations. There were no material uncertain income tax positions at March 31, 2025 or December 31, 2024. Although the Company files federal and state tax returns, the Company's major tax jurisdiction is federal. The previous three tax year-ends and the interim tax period since then remain subject to examination by the Internal Revenue Service.

If the Company does not distribute (or is not deemed to have distributed) each calendar year the sum of (1) 98% of its net ordinary income for each calendar year, (2) 98.2% of its capital gain net income for the one-year period ending October 31 in that calendar year and (3) any income recognized, but not distributed, in preceding years on which the Company paid no U.S. federal income tax (the "Minimum Distribution Amount"), the Company will generally be required to pay a U.S. federal excise tax equal to 4% of the amount by which the Minimum Distribution Amount exceeds the distributions for the year. To the extent that the Company determines that its estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such taxable income, the Company accrues excise taxes, if any, on estimated excess taxable income as taxable income is earned using an annual effective excise tax rate. The annual effective U.S. federal excise tax rate is determined by dividing the estimated annual excise tax by the estimated annual taxable income.

If the Company does not qualify to be treated as a RIC for any taxable year, the Company will be taxed as a regular corporation (a "C corporation") under subchapter C of the Code for such taxable year. If the Company has previously qualified as a RIC but is subsequently unable to qualify, and certain amelioration provisions are not applicable, the Company would be subject to U.S. federal income tax on all of its taxable income (including its net capital gains) at regular corporate rates. The Company would not be able to deduct distributions to stockholders, nor would it be required to make distributions. In order to requalify as a RIC, in addition to the other requirements discussed above, the Company would be required to distribute all of its previously undistributed earnings attributable to the period it failed to qualify as a RIC by the end of the first year that it intends to requalify. If the Company fails to requalify for a period greater than two taxable years, it may be subject to U.S. federal income tax at corporate tax rates on any net built-in gains with respect to certain of its assets (i.e., the excess of the aggregate gains, including items of income, over aggregate losses that would have been realized with respect to such assets if the Company had been liquidated) that it elects to recognize on requalification or when recognized over the next five years.

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Note 11 — Segment Reporting

The Company operates through a single operating and reporting segment with an investment objective to generate returns to stockholders primarily through current income on loans, and secondarily through capital gains on warrants and other equity positions. The Company's Chief Executive Officer is the Company’s Chief Operating Decision Maker ("CODM"). While the Company lends to and separately evaluates the performance of each of its portfolio companies across various industries, including technology, healthcare, business services, financial services, select consumer services and products, the CODM evaluates and monitors performance of the Company's business on an aggregated basis. Further, each investment is evaluated and managed using similar processes and shared operational support functions, such as deal origination, underwriting, monitoring, and compliance, in addition to administrative functions, such as human resources, legal, finance and information technology.

The CODM uses the Company's "Net investment income" and "Net increase (decrease) in net assets resulting from operations" as reported in the Consolidated Statements of Operations to assess the Company’s performance and when allocating resources. "Net investment income" is comprised of consolidated total investment income (segment revenues) and consolidated total operating expenses (significant segment expenses), which are considered the key segment measures of profit or loss reviewed by the CODM. The information and operating expense categories included in the Company’s Consolidated Statements of Operations are fully reflective of the significant expense categories and amounts that are regularly provided to the CODM. All applicable segment disclosures are included in or can be derived from the Company’s consolidated financial statements.

Note 12 – Financial Highlights

The following table sets forth the financial highlights for the three months ended March 31, 2025 and 2024 (in thousands, except for per share data and ratios):


	Three Months Ended March 31,
	2025				2024
Per Share Data(1):
Net asset value at beginning of period	$	13.79			$		13.50
Net investment income		0.42					0.46
Net realized gain (loss)		0.16					-
Net change in unrealized gain (loss)		(0.53	)				(0.16	)
Total from investment operations		0.05					0.30

Distributions		(0.36	)				(0.47	)
Accretion (dilution), net (2)		-					0.03
Net asset value at end of period	$	13.48			$		13.36

Ratio/Supplemental Data:
Total return based on net asset value(3)		0.36		%			2.44		%
Total return based on market value(4)		(2.28	)	%			(0.24	)	%
Ratio of net investment income to average net assets(5)(6)		12.08		%			13.83		%
Ratio of total operating expenses to average net assets(5)(6)		15.34		%			15.81		%
Ratio of total operating expenses, excluding incentive fees, to average net assets(5)		12.29		%			12.36		%
Ratio of net increase (decrease) in net assets resulting from operations to average net assets(5)(6)		1.45		%			8.93		%
Portfolio turnover rate(7)		1.48		%			2.41		%

Net assets at beginning of period	$	514,869			$		547,071
Net assets at end of period	$	503,290			$		529,469
Weighted average net assets	$	523,497			$		542,836
Weighted average shares outstanding for the period, basic	37,347,428					40,392,255

(1)

All per share activity, excluding dividends, is calculated based on the weighted-average shares outstanding for the relevant period.

(2)

Net accretion (dilution) represents the effect of issuance and repurchase of common stock.

(3)

Total return based on net asset value is calculated as the change in net asset value per share during the period, plus dividends per share, divided by the beginning net asset value per share. The total returns are not annualized.

(4)

Total return based on market value is calculated as the change in market value per share during the period, plus dividends per share, divided by the beginning market value per share. The total returns are not annualized.

(5)

The ratios are calculated based on weighted average net assets for the relevant period and are annualized.

(6)

The ratio includes annualized incentive fees and as incentive fees are performance driven, the amount expensed in future periods may vary significantly and is dependent on overall investment performance, early terminations, scheduled prepayments and other liquidity events.

(7)

The portfolio turnover rate for the period is calculated by taking the lesser of investment portfolio purchases or sales during the period, divided by the average investment portfolio value during the period. As such, portfolio turnover is not annualized.

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Note 13 - Subsequent Events

The Company evaluated events subsequent to March 31, 2025 through May 12, 2025. There have been no subsequent events that occurred during such period that would require recognition or disclosure, except as disclosed below.

Borrowings

On April 7, 2025, the Company entered into the Master Note Purchase Agreement, dated April 7, 2025 (the “Note Purchase Agreement”), governing the issuance of 7.51% Series 2025A Senior Notes due April 7, 2028 (the “Series 2025A Notes”), in aggregate principal amount of $107.0 million, to institutional investors in a private placement.

The Series 2025A Notes have a fixed interest rate of 7.51% per year. The Company used the net proceeds from the offering of the Series 2025A Notes to repay outstanding indebtedness, make investments in accordance with the Company’s investment objective and investment strategy, and for other general corporate purposes of the Company.

The Series 2025A Notes will mature on April 7, 2028 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the Note Purchase Agreement. Interest on the Series 2025A Notes will be due semiannually on April 7 and October 7 of each year, beginning on October 7, 2025. In addition, the Company is obligated to offer to repay the Series 2025A Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the Note Purchase Agreement, so long as no Default or Event of Default (each as defined in the Note Purchase Agreement) shall then exist, at any time on or after October 7, 2027, the Company may, at its option, prepay all or any part of the 2025A Notes at 100% of the principal amount so prepaid, together with, in each case, accrued interest to the prepayment date.

The Note Purchase Agreement contains customary terms and conditions for senior notes issued in a private placement, including, without limitation, affirmative and negative covenants related to information reporting, maintenance of the Company’s status as a business development company within the meaning of the Investment Company Act of 1940, as amended, and a regulated investment company under the Internal Revenue Code of 1986, as amended, minimum shareholders’ equity, minimum asset coverage ratio and maximum secured debt ratio. The Note Purchase Agreement also contains customary events of default with customary cure and notice periods.

Distributions

On May 7, 2025, the Board of Directors declared a regular distribution of $0.33 per share and a supplemental distribution of $0.02 per share for stockholders of record as of May 19, 2025, each payable on or before June 3, 2025.

Recent Portfolio Activity

From April 1, 2025 through May 12, 2025, the Company completed $40 million of additional debt commitments, of which $27 million was funded upon closing.

Share Repurchase Program

On May 7, 2025, the Board of Directors approved a repurchase program (the “New Repurchase Program”) under which the Company may repurchase up to $25.0 million of its outstanding common stock. Under the New Repurchase Program, purchases may be made at management’s discretion from time to time in open-market transactions, in accordance with all applicable securities laws and regulations. If not renewed, the New Repurchase Program will terminate upon the earlier of (i) May 7, 2026 or (ii) the repurchase of $25.0 million of the Company's outstanding shares of common stock.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

This quarterly report on Form 10‑Q contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors, and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments, our industry, our beliefs and opinions, and our assumptions. Words such as "anticipates," "expects," "intends," "plans," "will," "may," "continue," "believes," "seeks," "estimates," "would," "could," "should," "targets," "projects," "outlook," "potential," "predicts" and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:

•

changes in political, economic or industry conditions, trade policies, restrictions and tariffs, the interest rate environment or conditions affecting the financial and capital markets;

•

an economic downturn or recession, as well as the impairment or failure of financial institutions on both a domestic and global scale, could impair our portfolio companies’ ability to continue to operate, which could lead to the loss of some or all of our investments in such portfolio companies;

•

such an economic downturn could disproportionately impact the companies that we intend to target for investment, potentially causing us to experience a decrease in investment opportunities and diminished demand for capital from these companies;

•

a contraction of available credit and/or an inability to access the equity markets that could impair our lending and investment activities;

•

interest rate volatility that could adversely affect our results, particularly to the extent that we use leverage as part of our investment strategy;

•

the impact of interest and inflation rates on our business prospects and the prospects of our portfolio companies;

•

our business prospects and the prospects of our portfolio companies;

•

our contractual arrangements and relationships with third parties;

•

the ability of our portfolio companies to achieve their objectives;

•

competition with other entities and our affiliates for investment opportunities;

•

the speculative and illiquid nature of our investments;

•

the use of borrowed money to finance a portion of our investments;

•

the adequacy of our financing sources and working capital;

•

the loss of key personnel and members of our management team;

•

the timing of cash flows, if any, from the operations of our portfolio companies;

•

the ability of our external investment adviser, Runway Growth Capital LLC, to locate suitable investments for us and to monitor and administer our investments;

•

the ability of Runway Growth Capital LLC to attract and retain highly talented professionals;

•

our ability to qualify and maintain our qualification as a RIC under Subchapter M of the Code, and as a BDC;

•

the occurrence of a disaster, such as a cyber-attack against us or against a third-party that has access to our data or networks, a natural catastrophe, an industrial accident, failure of our disaster-recovery systems, or consequential employee error;

•

the effect of legal, tax, and regulatory changes; and

•

the other risks, uncertainties and other factors we identify under "Risk Factors" in Part I, Item 1A of our annual report on Form 10-K, as modified by the annual report on Form 10-K/A, for the year ended December 31, 2024, filed with the Securities and Exchange Commission (the "SEC") on March 20, 2025 and March 27, 2025, respectively, and in this quarterly report on Form 10-Q.

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Although we believe the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this quarterly report on Form 10-Q should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in "Risk Factors" in Part I, Item 1A of our annual report on Form 10-K, as modified by the annual report on Form 10-K/A, for the year ended December 31, 2024, filed with the SEC on March 20, 2025 and March 27, 2025, respectively.

We have based the forward-looking statements included in this quarterly report on Form 10‑Q on information available to us on the date of this quarterly report on Form 10‑Q, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the SEC, including our annual reports on Form 10‑K, quarterly reports on Form 10‑Q and current reports on Form 8‑K.

The following analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes thereto contained elsewhere in this quarterly report on Form 10‑Q.

Overview

Runway Growth Finance Corp. ("we," "us," "our," or the "Company"), 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. Our offices are in Chicago, Illinois; Menlo Park, California; and New York, New York.

We have elected to be regulated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the "1940 Act"). We have also elected to be treated as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). While we currently qualify and intend to qualify annually to be treated as a RIC, no assurance can be provided that we will be able to maintain our tax treatment as a RIC. If we fail to qualify for tax treatment as a RIC for any taxable year, we will be subject to U.S. federal income tax at corporate rates on any net taxable income for such year. As a BDC and a RIC, we are required to comply with various regulatory requirements, such as the requirement to invest at least 70% of our assets in "qualifying assets," source-of-income limitations, asset diversification requirements, and the requirement to distribute annually at least 90% of our investment company taxable income and net tax-exempt interest.

We are an "emerging growth company," as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). We will remain an emerging growth company until 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. For so long as we remain an emerging growth company under the JOBS Act, we will be subject to reduced public company reporting requirements.

We are externally managed by Runway Growth Capital LLC ("RGC"), an investment adviser that has registered with the SEC under the Investment Advisers Act of 1940, as amended. Runway Administrator Services LLC (the "Administrator"), a wholly-owned subsidiary of RGC, provides all the administrative services necessary for us to operate.

We, RGC, and certain other funds and accounts sponsored or managed by RGC and/or its affiliates, including BC Partners Advisors L.P. (collectively our "Affiliates"), rely on an order (the "Order") granted by the SEC that permits us greater flexibility than the 1940 Act permits to negotiate the terms of co-investments if our Board of Directors determines that it would be advantageous for us to co-invest with other accounts sponsored or managed by RGC and/or its Affiliates in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. We believe that the ability to co-invest with similar investment structures and accounts sponsored or managed by RGC or its Affiliates provides additional

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investment opportunities and the ability to achieve greater diversification. Under the terms of the Order, a majority of our independent directors are required to make certain determinations in connection with a co-investment transaction, including that (1) the terms of the proposed transaction are reasonable and fair to us and our stockholders and do not involve overreaching in respect of us or our stockholders on the part of any person concerned and (2) the transaction is consistent with the interests of our stockholders and is consistent with our investment strategies and policies.

Portfolio Composition and Investment Activity

Portfolio Composition

At March 31, 2025, we had investments in 52 companies, representing 23 companies in which we held debt and warrant investments, 3 companies in which we held debt investments and shares of common stock, preferred stock, or a combination with warrants, 5 companies in which we held a debt investment only, 13 companies in which we held warrant investments only, and 8 companies in which we held shares of common stock, preferred stock, equity interests, or a combination thereof with warrants. At December 31, 2024, we had investments in 57 companies, representing 23 companies in which we held debt and warrant investments, 5 companies in which we held debt investments and shares of common stock, preferred stock, or a combination with warrants, 4 companies in which we held a debt investment only, 17 companies in which we held warrant investments only, and 8 companies in which we held shares of common stock, preferred stock, equity interests, or a combination thereof with warrants.

The following table shows the fair value of our investments, by asset class, as of March 31, 2025 and December 31, 2024 (in thousands):


	Cost		Fair Value		% of Total Portfolio
As of March 31, 2025
Portfolio Investments
Senior Secured Term Loans	$	944,988	$	926,072		92.22	%
Second Lien Term Loans		20,551		20,316		2.02
Preferred Stocks		49,147		36,216		3.61
Common Stocks		6,534		836		0.08
Equity Interest		6,550		6,874		0.68
Warrants		23,296		13,919		1.39
Total Portfolio Investments	$	1,051,066	$	1,004,233		100.00	%

As of December 31, 2024
Portfolio Investments
Senior Secured Term Loans	$	966,155	$	950,092		88.24	%
Second Lien Term Loans		20,445		20,152		1.87
Preferred Stocks		77,247		82,641		7.67
Common Stocks		9,141		2,833		0.26
Equity Interest		6,550		6,940		0.64
Warrants		24,345		14,182		1.32
Total Portfolio Investments	$	1,103,883	$	1,076,840		100.00	%

For the three months ended March 31, 2025, our debt investment portfolio had a dollar-weighted annualized yield of 15.4%. For the three months ended March 31, 2024, our debt investment portfolio had a dollar-weighted annualized yield of 17.4%. 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 March 31, 2025, our debt investments had a dollar-weighted average term of 56 months at origination and a dollar-weighted average remaining term of 34 months, or approximately 2.8 years. As of March 31, 2025, substantially all of our debt investments had a committed principal amount of between $6.0 million and $75.0 million and pay cash interest at annual interest rates of between 6.3% and 14.1%.

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The following table shows our dollar-weighted annualized yield by investment type for the three months ended March 31, 2025 and 2024:


	Fair Value(1)						Cost(2)
	Three Months Ended March 31,						Three Months Ended March 31,
	2025			2024			2025			2024
Investment type:
Debt investments		15.44	%		17.39	%		15.15	%		17.13	%
Equity interest		1.85	%		1.16	%		1.46	%		0.73	%
All investments		14.48	%		16.63	%		13.97	%		15.95	%

(1)

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.

(2)

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.

Investment Activity

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 three months ended March 31, 2025, we funded $15.3 million in three existing portfolio companies, net of upfront loan origination fees and refinances. We also received $75.0 million in sales and prepayments from four portfolio companies and $3.7 million in scheduled principal repayments from one portfolio company. Of the sales and prepayments, $38.1 million in proceeds was from the termination of warrants, sale of preferred stock, sale of equity interest, or sale of common stock. During the three months ended March 31, 2024, we funded $19.7 million in one new portfolio company, and $5.0 million in one existing portfolio company, net of upfront loan origination fees and refinances. We also received $34.4 million in loan prepayments from two portfolio companies and $0.4 million in scheduled principal payments from one portfolio company. There were no proceeds from the termination of warrants, sale of preferred stock, sale of equity interest, or sale of common stock during the three months ended March 31, 2024.

Portfolio Reconciliation

The following is a reconciliation of our investment portfolio for the three months ended March 31, 2025 and 2024 (in thousands):


		Three Months Ended March 31,
	2025				2024
Beginning investment portfolio	$		1,076,840		$	1,067,009
Purchases of investments			15,320			24,642
PIK interest			3,260			4,176
Sales and prepayments of investments			(74,978	)		(34,449	)
Scheduled repayments of investments			(3,665	)		(413	)
Sales and maturities of U.S. Treasury Bills			-			(42,029	)
Amortization of fixed income premiums or accretion of discounts			1,189			4,013
Net realized gain (loss) on investments			6,057			-
Net change in unrealized gain (loss) on investments			(19,790	)		(6,617	)
Ending investment portfolio	$		1,004,233		$	1,016,332

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Asset Quality

In addition to various risk management and monitoring tools, RGC uses an investment rating system to characterize and monitor the quality of our debt investment portfolio. Equity securities and Treasury Bills are not graded. This debt investment rating system uses a five-level numeric scale. The following is a description of the conditions associated with each investment rating:


Investment Rating		Rating Definition

1		Performing above plan and/or strong enterprise profile, value, financial performance/coverage. Maintaining full covenant and payment compliance as agreed.
2		Performing at or reasonably close to plan. Acceptable business prospects, enterprise value, and financial coverage. Maintaining key covenant and payment compliance as agreed. Generally, all new loans are initially graded Category 2.
3		Performing below plan of record. Potential elements of concern over performance, trends and business outlook. Loan-to-value remains adequate. Potential key covenant non-compliance. Full payment compliance.
4		Performing materially below plan. Non-compliant with material financial covenants. Payment default/deferral could result without corrective action. Requires close monitoring. Business prospects, enterprise value and collateral coverage declining. These investments may be in workout, and there is a possibility of loss of return but no loss of principal is expected.
5		Going concern nature in question. Substantial decline in enterprise value and all coverages. Covenant and payment default imminent if not currently present. Investments are nearly always in workout. May experience partial and/or full loss.

The following table shows the investment ratings of our debt investments at fair value as of March 31, 2025 and December 31, 2024 (dollars in thousands):


	March 31, 2025					December 31, 2024
Investment Rating	Fair Value		% of Total Portfolio		Number of Portfolio Companies	Fair Value		% of Total Portfolio		Number of Portfolio Companies
1	$	-	-	%	-	$	27,217	2.53	%	1
2		706,810	70.38		21		671,839	62.39		20
3		201,075	20.02		7		231,488	21.50		8
4		33,527	3.34		1		34,120	3.17		1
5		4,976	0.50		2		5,580	0.52		2
	$	946,388	94.24	%	31	$	970,244	90.11	%	32

Non-Accrual Status

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 due to a restructuring such that the interest income is deemed to be collectible.


	Date of Non-Accrual	Forgone Interest Income(1)		Forgone Accretion of OID and ETP		Total Forgone Income (1)		Cost Basis		Fair Value		Fair Value as a % of Total Portfolio
As of March 31, 2025
Investment
JobGet Holdings, Inc. (fka Snagajob.com, Inc.)	3/31/2024	$	4,368	$	283	$	4,651	$	3,774	$	2,574		0.26	%
Mingle Healthcare Solutions, Inc.	1/1/2024		858		-		858		4,887		2,403		0.24
Total		$	5,227	$	283	$	5,510	$	8,661	$	4,976		0.50	%

As of December 31, 2024
Investment
JobGet Holdings, Inc. (fka Snagajob.com, Inc.)	3/31/2024	$	4,243	$	283	$	4,526	$	3,774	$	3,431		0.32	%
Mingle Healthcare Solutions, Inc.	1/1/2024		687		-		687		4,952		2,148		0.20
Total		$	4,929	$	283	$	5,213	$	8,726	$	5,580		0.52	%

(1)

Forgone interest income includes $0.3 million of accrued interest income that was reversed upon placement on non-accrual status.

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Results of Operations

An important measure of our financial performance is "Net increase (decrease) in net assets resulting from operations" on the Consolidated Statements of Operations, which includes "Net investment income (loss)", "Net realized gain (loss) on investments" and "Net change in unrealized gain (loss) on investments". "Net investment income (loss)" is the difference between our income from interest, dividends, fees and other income and our operating expenses, including interest on borrowed funds. "Net realized gain (loss) on investments" is the difference between the proceeds received from dispositions of portfolio investments and U.S. Treasury Bills and their amortized cost. "Net change in unrealized gain (loss) on investments" is the net change in the fair value of our investment portfolio.

Comparison of the Three Months Ended March 31, 2025 and 2024

The following table compares the results of our operations for the three months ended March 31, 2025 and 2024 (in thousands):


	Three Months Ended March 31,
	2025						2024
	Total			Per Share(1)			Total			Per Share(1)
Investment income
Interest, fee and dividend income	$	35,209		$	0.94		$	39,881		$	0.99
Other income		189			0.01			128			—
Total investment income		35,398			0.95			40,009			0.99
Operating expenses
Management fees		4,009			0.11			3,952			0.10
Incentive fees		3,929			0.10			4,668			0.12
Interest and other debt financing expenses		10,287			0.28			10,860			0.27
Professional fees		454			0.01			662			0.02
Administration agreement expenses		625			0.02			564			0.01
Insurance expense		155			—			208			0.01
Tax expense		110			—			2			—
Other expenses		230			0.01			429			—
Total operating expenses		19,799			0.53			21,345			0.53
Net investment income		15,599			0.42			18,664			0.46
Realized gain (loss) on investments		6,057			0.16			—			—
Net change in unrealized gain (loss) on investments		(19,790	)		(0.53	)		(6,617	)		(0.16	)
Net increase (decrease) in net assets resulting from operations	$	1,866		$	0.05		$	12,047		$	0.30

(1)

The basic per share figures noted above are based on weighted averages of 37,347,428 and 40,392,255 shares outstanding for the three months ended March 31, 2025 and 2024, respectively.

Investment Income

Our investment objective is to maximize total return to our stockholders primarily through current income on our loan portfolio, and secondarily through capital gain 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 from between $30-$150 million, with our allocation being in the range of $20-$45 million.

We generate revenue in the form of interest on the debt securities that we hold and distributions and capital gains on other interests that we acquire in our portfolio companies. We expect that the debt we invest in will generally have stated terms of 36 to 60 months. Interest on debt securities is generally payable monthly, primarily based on a floating rate index, and subject to certain floors determined by market rates at the time the investment is made. In some cases, some of our investments may provide for deferred interest payments or PIK interest. The principal amount of the debt securities and any accrued but unpaid interest will become due at the maturity date. Any original issue discount ("OID") or market discount or premium will be capitalized, and we will accrete or amortize such amounts as interest income. We record prepayment fees on debt investments as fee income. Dividend income, if any, will be recognized on an accrual basis to the extent that we expect to collect such amounts.

Investment income for the three months ended March 31, 2025 and 2024 was $35.4 million and $40.0 million, respectively, and includes non-recurring income of $1.9 million and $3.8 million, respectively. Non-recurring income includes, but is not limited to, acceleration of unaccreted OID, prepayment fees, and amendment fees. The decrease in investment income for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 was primarily due to falling interest rates and decrease in the average outstanding principal on interest-earning debt investments as a result of loan repayments and our loan to JobGet Holdings, Inc. moving to non-accrual status.

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Operating Expenses

Our primary operating expenses include the payment of fees to RGC under the Advisory Agreement, our allocable portion of overhead expenses under the Administration Agreement, professional fees, and other operating costs described below. We bear all other out-of-pocket costs and expenses of our operations and transactions, including those relating to:

•

our pro-rata portion of fees and expenses related to an initial public offering in connection with a Spin-Off transaction, meaning either a transaction whereby (a) we offer our stockholders the option to elect to either (i) retain their ownership of shares of our common stock, or (ii) exchange their shares of our common stock for shares of common stock in a newly formed entity that will elect to be regulated as a BDC under the 1940 Act and treated as a RIC under Subchapter M of the Code; or (b) we complete a listing of our securities on any securities exchange;

•

fees and expenses related to public and private offerings, sales and repurchases of our securities;

•

calculating our net asset value (including the cost and expenses of any independent valuation firm);

•

fees and expenses payable to third parties, including agents, consultants or other advisers, in connection with monitoring financial and legal affairs for us and in providing administrative services, monitoring our investments and performing due diligence on our prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investments;

•

interest payable on debt incurred to finance our investments;

•

sales and purchases of our common stock and other securities;

•

management fees and incentive fees;

•

administration fees payable under the Administration Agreement;

•

transfer agent and custodial fees;

•

federal and state registration fees;

•

all costs of registration and listing our securities on any securities exchange;

•

U.S. federal, state and local taxes;

•

independent directors’ fees and expenses;

•

costs of preparing and filing reports or other documents required by the SEC, the Financial Industry Regulatory Authority or other regulators;

•

costs of any reports, proxy statements or other notices to stockholders, including printing costs;

•

our allocable portion of any fidelity bond, directors’ and officers’ errors and omissions liability insurance, and any other insurance premiums;

•

direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and

•

all other expenses incurred by us, our Administrator or RGC in connection with administering our business, including payments under the Administration Agreement based on our allocable portion of our Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of our Chief Compliance Officer and Chief Financial Officer and their respective staffs.

Operating expenses for the three months ended March 31, 2025 and 2024 were $19.8 million and $21.3 million, respectively. Operating expenses decreased for the three months ended March 31, 2025 from the three months ended March 31, 2024 primarily due to a decrease in performance-based incentive fees and interest and other debt financing expenses. Operating expenses per share for the three months ended March 31, 2025 and 2024 were $0.53 and $0.53, respectively.

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Management fees for the three months ended March 31, 2025 and 2024 were $4.0 million and $4.0 million, respectively. Management fees remained relatively unchanged for the three months ended March 31, 2025 when compared to the three months ended March 31, 2024.

Incentive fees for the three months ended March 31, 2025 and 2024 were $3.9 million and $4.7 million, respectively. Incentive fees decreased for the three months ended March 31, 2025 from the three months ended March 31, 2024 primarily due to a decrease in net investment income. For the three months ended March 31, 2025, $3.0 million of the incentive fees were payable in cash and $0.9 million were deferred and accrued. For the three months ended March 31, 2024, $3.6 million of the incentive fees were payable in cash and $1.1 million were deferred and accrued. Incentive fees per share for the three months ended March 31, 2025 and 2024 were $0.10 and $0.12, respectively.

Net Investment Income

Net investment income for the three months ended March 31, 2025 and 2024 was $15.6 million and $18.7 million, respectively. Net investment income decreased for the three months ended March 31, 2025 from the three months ended March 31, 2024 primarily due to a decrease in investment income related to falling interest rates and a decrease in average outstanding principal on debt investments. Net investment income per share for the three months ended March 31, 2025 and 2024 was $0.42 and $0.46, respectively.

Net Realized Gain (Loss) on Investments

The net realized gain on investments of $6.1 million for the three months ended March 31, 2025 was attributable to a realized gain on our investment in Gynesonics, Inc. offset by a realized loss on our investment in Quantum Corporation. There were no net realized gains or losses on investments for the three months ended March 31, 2024.

Net Change in Unrealized Gain (Loss) on Investments

Net change in unrealized loss on investments of $19.8 million for the three months ended March 31, 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. The net change in unrealized loss on investments of $6.6 million for the three months ended March 31, 2024 was primarily due to a decrease in the fair value of our investments in CareCloud, Inc., JobGet Holdings, Inc. (fka Snagajob.com, Inc.), Mingle Healthcare Solutions, Inc., FiscalNote, Inc., and Coginiti Corp.

Net Increase (Decrease) in Net Assets Resulting from Operations

We had a net increase in net assets resulting from operations of $1.9 million for the three months ended March 31, 2025, as compared to a net increase in net assets resulting from operations of $12.0 million for the three months ended March 31, 2024.

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Financial Condition, Liquidity, Capital Resources and Obligations

Our liquidity and capital resources are derived from net proceeds from the offering of our securities, debt borrowings and cash flows from operations, including investment sales and repayments, and income earned. We have used, and expect to continue to use, our debt and the proceeds from the turnover of our portfolio and from public and private offerings of securities to finance our investment objectives. We expect that we may also generate cash from any financing arrangements we may enter into in the future and any future offerings of our equity or debt securities. Financing arrangements may come in the form of borrowings from banks or issuances of senior securities, which may be secured or unsecured, through registered offerings or private placements. Our primary use of funds is to make investments in eligible portfolio companies, pay our operating expenses and make distributions to holders of our common stock.

During the three months ended March 31, 2025 and 2024, we principally 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) borrowings under our Credit Facility.

During the three months ended March 31, 2025, our operating activities provided $73.6 million of cash and cash equivalents, compared to $68.6 million provided by operating activities during the three months ended March 31, 2024. The $5.0 million increase in cash provided by operating activities was primarily due to a decrease in purchases of investments.

During the three months ended March 31, 2025, our financing activities used $61.0 million of cash, compared to $64.7 million used in financing activities during the three months ended March 31, 2024. The $3.7 million decrease in cash used in financing activities was primarily due to the timing of our dividend payment and decreased share repurchases of $10.6 million, offset by decreased net borrowing activity of $23.0 million.

As of March 31, 2025, our net assets totaled $503.3 million, with a net asset value per share of $13.48. 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.

Available Liquidity and Capital Resources

As of March 31, 2025, we had $315.4 million in available liquidity, including $18.4 million in cash and cash equivalents, and $297.0 million available under our Credit Facility, subject to borrowing base capacity. As of March 31, 2025, we had $253.0 million of secured debt outstanding under our Credit Facility, which are floating interest rate obligations and $247.3 million of unsecured debt outstanding under the 2026 and 2027 Notes, which are all fixed interest rate debt obligations. Refer to "Note 7 – Borrowings" to our consolidated financial statements in Part I, Item 1 of this Form 10-Q for additional discussion of our debt obligations.

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 March 31, 2025 and December 31, 2024, our asset coverage ratio was 201% and 192%, respectively.

As detailed above, our diverse and well-structured balance sheet is designed to provide a long-term focused and sustainable investment platform. Currently, we believe we have sufficient liquidity to support our near-term capital requirements.

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Commitments and Obligations

Our significant contractual payment obligations relate to our borrowings and deferred incentive fees. As of March 31, 2025, we had $500.3 million in debt outstanding, none of which was due within the next year, $247.3 million within 1 to 3 years, and $253.0 million beyond 3 years. As of March 31, 2025, we had $11.0 million of deferred incentive fees, $3.6 million of which was due within the next year, $4.9 million within 1 to 3 years, and $2.5 million beyond 3 years.

In addition to our on-balance sheet contractual obligations, in the normal course of business, we have future cash requirements related to our financial instruments with off-balance sheet risk. These consist of unfunded commitments to extend credit, in the form of loans, to our portfolio companies. Unfunded commitments to provide funds to portfolio companies are not reflected on our balance sheet.

Our unfunded commitments may be significant from time to time. As of March 31, 2025, we had a total of $162.2 million in unfunded commitments which was comprised of $132.8 million to provide debt financing to our portfolio companies and $29.4 million in unfunded commitments to provide equity financing to the Runway-Cadma I LLC. Unfunded contractual commitments depend upon a portfolio company reaching certain milestones before the debt commitment is available to the portfolio company, which is expected to affect our funding levels. These commitments are subject to the same underwriting and ongoing portfolio maintenance as the on-balance sheet financial instruments that we hold. From time to time, unfunded contractual commitments may expire without being drawn and thus do not represent future cash requirements. We maintain sufficient liquidity (through cash on hand and available borrowings under the Credit Facility) to fund such unfunded commitments should the need arise. As of March 31, 2025, we had $24.8 million of available unfunded commitments to portfolio companies that are eligible to be drawn based on achieved milestones and $29.4 million in unfunded capital commitments to Runway-Cadma I LLC. Refer to "Note 8 – Commitments and Contingencies" to our consolidated financial statements in Part I, Item 1 of this Form 10-Q for a summary of unfunded commitments by portfolio company as of March 31, 2025.

The fair value of our unfunded commitments is considered to be immaterial as the yield determined at the time of underwriting is expected to be materially consistent with the yield upon funding, given that interest rates are generally pegged to market indices and given the existence of milestones, conditions and/or obligations embedded in the borrowing agreements.

Repurchase Program

On February 24, 2022, our Board of Directors approved a share repurchase program (the "First Repurchase Program") under which we were authorized to repurchase up to $25.0 million of our outstanding common stock, at management’s discretion from time to time in open-market transactions and in accordance with all applicable securities laws and regulations. We repurchased 871,345 shares in connection with the First Repurchase Program for an aggregate purchase price of $10.8 million. The First Repurchase Program expired on February 24, 2023.

On November 2, 2023, our Board of Directors approved a share repurchase program (the "Second Repurchase Program"), under which we were authorized to repurchase up to $25.0 million of our outstanding shares of common stock, at management’s discretion from time to time in open-market transactions and in accordance with all applicable securities laws and regulations. We repurchased 1,961,938 shares in connection with the Second Repurchase Program for an aggregate purchase price of $23.5 million. The Second Repurchase Program expired on November 2, 2024.

On July 30, 2024, our Board of Directors approved a share repurchase program (the "Third Repurchase Program") under which we may repurchase up to $15.0 million of our outstanding shares of common stock, at management's discretion from time to time in open-market transactions and in accordance with all applicable securities laws and regulations. If not renewed, the Third Repurchase Program will terminate upon the earlier of (i) July 30, 2025 or (ii) the repurchase of $15.0 million of our shares of common stock. From the inception of the Third Repurchase Program through March 31, 2025, we repurchased 1,199,867 shares for an aggregate purchase price of $12.5 million.

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Distributions

To the extent that we have funds available, we intend to make quarterly distributions to our stockholders. Our stockholder distributions, if any, will be determined by our Board of Directors. Any distribution to our stockholders will be declared out of assets legally available for distribution. We anticipate that distributions will be paid from income primarily generated by interest and dividend income earned on investments made by us.

During the three months ended March 31, 2025, we declared dividends in the amount of $13.4 million of which $13.2 million were payable in cash and the remainder to be distributed in shares to stockholders pursuant to our Dividend Reinvestment Plan. For the three months ended March 31, 2024, we declared dividends in the amount of $19.0 million of which $18.8 million were distributed in cash and the remainder distributed in shares to stockholders pursuant to our Dividend Reinvestment Plan.

The timing and amount of our distributions, if any, will be determined by our Board of Directors and will be declared out of assets legally available for distribution. Refer to "Note 9 – Net Assets" of our consolidated financial statements in Part I, Item 1 of this Form 10-Q for a summary of the distributions declared and paid since inception.

Critical Accounting Estimates

The preparation of the consolidated financial statements and related disclosures in conformity with U.S. GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and revenues and expenses during the period reports. Actual results could materially differ from those estimates. For a description of our critical accounting policies, including those related to the valuation of investments and our election to be treated, and intent to qualify annually, as a RIC refer to "Note 2 – Summary of Significant Accounting Policies" to our consolidated financial statements in Part I, Item 1 of this Form 10-Q. We consider the most significant accounting policies to be those related to our Fair Value Measurements and Income Taxes.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are subject to financial market risk, including changes in the valuations of our investment portfolio. Market risk includes risks that arise from changes in interest rates, commodity prices, equity prices and other market changes that affect market sensitive instruments. The prices of securities held by us may decline in response to certain events, including those directly involving the companies we invest in, conditions affecting the general economy, overall market changes, legislative reform, local, regional, national or global political, social or economic instability, and interest rate fluctuations. Uncertainty with respect to the economic effects of rising interest rates and inflation, as well as uncertainty with respect to trade policies, restrictions and tariffs, has introduced significant volatility in the financial markets, and the effects of this volatility could materially impact our market risks. For additional information concerning the market risks we face and their potential impact on our business and our operating results, see Part II, Item 1A. Risk Factors.

Valuation Risk

Our investments may not have a readily available market price, and we value these investments at fair value as determined in good faith by our Board of Directors in accordance with our valuation policy. There is no single standard for determining fair value in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may fluctuate from period to period. Because of the inherent uncertainty of valuation, these estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and it is possible that the difference could be material.

Interest Rate Risk

We are subject to financial market risks, including changes in interest rates. Interest rate risk is defined as the sensitivity of our current and future earnings to interest rate volatility, variability of spread relationships, the difference in re-pricing intervals between our assets and liabilities and the effect that interest rates may have on our cash flows. Changes in interest rates may affect both our cost of funding and our interest income from portfolio investments, and cash and cash equivalents. Changes in interest rates can also affect our ability to acquire and originate loans and securities and the value of our investment portfolio. Our net investment income is affected by fluctuations in various interest rates, including SOFR and Prime rates. Increasing interest rates could have the effect of increasing our total investment income once interest rates increase above contractual interest rates floors to which our portfolio companies are subject. Conversely, we would expect the cost of our floating rate Credit Facility and unsecured notes to increase as well, offsetting the positive effect on our net interest income.

As of March 31, 2025, 96.3% of our performing debt portfolio investments bore interest at variable rates, of which 76.0% were based on SOFR and 24.0% were based on Prime. As a policy, any interest in excess of the cash cap, if applicable, as determined on an individual loan basis will accrue to principal and be treated as PIK interest. A hypothetical 200 basis point increase or decrease in the interest rates on our variable-rate debt investments could increase our investment income by a maximum of $17.0 million and decrease our investment income by a maximum of $11.0 million, due to certain floors, on an annual basis.

Our debt borrowings under the Credit Facility bear interest at a floating rate, all other outstanding debt borrowings bear interest at a fixed rate. Borrowings under the Credit Facility bear interest on a per annum basis equal to the SOFR plus an applicable margin rate that ranges from 2.95% to 3.35% per annum depending on the Company's leverage ratio and number of eligible loans in the collateral pool. For additional information regarding the interest rate associated with each of our debt borrowings, refer to "Note 7 – Borrowings" to our consolidated financial statements in Part I, Item 1 of this Form 10-Q.

Because we currently borrow, and plan to borrow in the future, to originate loans and securities, our net investment income is dependent upon the difference between the rate at which we borrow funds and the rate at which we invest the funds borrowed. Accordingly, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. In periods of rising interest rates, our cost of funds would increase, which could reduce our net investment income if there is not a corresponding increase in interest income generated by our investment portfolio.

We regularly measure exposure to interest rate risk. We assess interest rate risk and manage interest rate exposure on an ongoing basis by comparing our interest rate sensitive assets to our interest rate sensitive liabilities. We may hedge against interest rate and currency exchange rate fluctuations by using standard hedging instruments such as futures, options, SWAP contracts and forward contracts subject to the requirements of the 1940 Act. While hedging activities may insulate us against adverse changes in interest rates, they may also

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limit our ability to participate in benefits of lower interest rates with respect to our portfolio of investments with fixed interest rates. As of March 31, 2025, we did not have any hedging instruments.

In addition, any investments we make that are denominated in a foreign currency will be subject to risks associated with changes in currency exchange rates. These risks include the possibility of significant fluctuations in the foreign currency markets, the imposition or modification of foreign exchange controls and potential illiquidity in the secondary market. These risks will vary depending upon the currency or currencies involved, and may be exacerbated by current economic conditions and any associated impact on foreign financial markets.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a‑15(e) and Rule 15d-15(e) under the Exchange Act). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our current disclosure controls and procedures are effective in timely alerting them to material information relating to us that is required to be disclosed by us in the reports we file or submit under the Exchange Act.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We and RGC are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. From time to time, we or RGC may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. Our business is also subject to extensive regulation, which may result in regulatory proceedings against us. While the outcome of any such legal proceedings cannot be predicted with certainty, we do not expect that any such proceedings would have a material effect upon our financial condition or results of operations.

Item 1A. Risk Factors.

You should carefully consider the risks contained in this quarterly report on Form 10-Q, including our interim consolidated financial statements and the related notes thereto, before making a decision to purchase our securities.

There have been no material changes known to us during the period ended March 31, 2025 to the risk factors discussed in "Risk Factors" in Part I, Item 1A of our annual report on Form 10-K, as modified by the annual report on Form 10-K/A, for the fiscal year ended December 31, 2024, filed with the SEC on March 20, 2025 and March 27, 2025, respectively.

The risks and uncertainties described in our annual report on Form 10-K are not the only ones we may face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. If any of the risks listed in our annual report on Form 10-K actually occur, our business, financial condition or results of operations could be materially adversely affected. If that happens, you may lose all or part of your investment.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Other than pursuant to our Dividend Reinvestment Plan, and except as previously reported by us on our current reports on Form 8‑K, we did not sell any securities during the period covered by this quarterly report on Form 10‑Q that were not registered under the Securities Act.

As part of our Second Repurchase Program and Third Repurchase Program, we have maintained repurchase plans in accordance with Rule 10b5-1 (collectively the "Rule 10b5-1 Plan") promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). During the three months ended March 31, 2025, there were no shares repurchased under the Third Repurchase Program. Future repurchases may be made as open market or privately negotiated transactions as described above. The Second Repurchase Program expired on November 2, 2024. We have no obligation to repurchase stock under the Third Repurchase Program and may suspend or terminate the Third Repurchase Program at any time.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

(a) None.

(b) None.

(c) Rule 10b5-1 Disclosure

For the period covered by this Quarterly Report on Form 10-Q, no director or officer of the Company has entered into any (i) contract, instruction or written plan for the purchase or sale of securities of the registrant intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or (ii) any non-Rule 10b5-1 trading arrangement.

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Item 6. Exhibits

The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:


3.1	Articles of Amendment and Restatement (1)

3.2	Articles of Amendment (2)

3.3	Second Amended and Restated Bylaws (2)

4.1	Master Note Purchase Agreement dated April 7, 2025 for 7.51% Series 2025A Senior Notes due April 7, 2028(3)

31.1	Certification of Chief Executive Officer pursuant to Rule 13a‑14 of the Securities Exchange Act of 1934, as amended*

31.2	Certification of Chief Financial Officer pursuant to Rule 13a‑14 of the Securities Exchange Act of 1934, as amended*

32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.*

101.SCH	Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents *

104	The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 has been formatted in Inline XBRL.*

* Filed herewith.

(1)

Previously filed as an exhibit to the Registrant’s Current Report on Form 8‑K filed with the SEC on December 19, 2016.

(2)

Previously filed as an exhibit to the Registrant’s Current Report on Form 8‑K filed with the SEC on August 19, 2021.

(3)

Previously filed as an exhibit to the Registrant's Current Report on Form 8-K filed with the SEC on April 7, 2025.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	RUNWAY GROWTH FINANCE CORP.
Date: May 12, 2025
	By:	/s/ R. David Spreng
		R. David Spreng
		President, Chief Executive Officer
		(Principal Executive Officer)

Date: May 12, 2025	By:	/s/ Thomas B. Raterman
		Thomas B. Raterman
		Chief Financial Officer, Treasurer and Secretary
		(Principal Financial and Accounting Officer)