Key Highlights

● Runway Growth Finance priced a $45.0 million add-on offering of 7.75% Notes due 2031 on September 24, 2026.

● Underwriters hold a 30-day option to purchase up to $6.8 million of additional notes.

● The offering is expected to close October 1, 2026 under Runway's existing Form N-2 shelf registration.

● The filing does not disclose leverage ratios, Credit ratings or the specific use of proceeds from the raise.

Runway Growth Finance Corp. (NASDAQ:RWAY) entered into an Underwriting agreement on September 24, 2026 with Oppenheimer & Co. Inc., acting as representative of the underwriters, for a public offering of $45.0 million in aggregate principal amount of 7.75% Notes due 2031, according to an 8-K filed the same week. The company, a Business Development Company that provides growth-stage lending, also granted underwriters a 30-day option to purchase up to an additional $6.8 million of notes.

Deal Structure And Timing

The offering was made under Runway Growth Finance's effective shelf registration on Form N-2 (File No. 333-284781), with a preliminary prospectus supplement dated September 23, 2026 and a final prospectus supplement dated September 24, 2026, the same day the underwriting agreement was signed. The 8-K states the offering is expected to close on October 1, 2026, subject to customary closing conditions, meaning the deal had not yet settled as of the filing date.

The Notes Themselves

The notes carry a 7.75% coupon and mature in 2031. Runway Growth Capital LLC, an affiliated entity, is named alongside the Parent Company as a party to the underwriting agreement. The base offering size of $45.0 million could grow to roughly $51.8 million in total if underwriters fully exercise their over-allotment option within the 30-day window. The filing does not specify a fixed Maturity date beyond the year 2031, nor does it disclose an intended use of proceeds.

Why A BDC Issues Notes

Runway Growth Finance Corp. operates as a business development company, a structure that typically lends to and invests in growth-stage and venture-backed businesses that may not have access to traditional bank financing. BDCs like Runway routinely raise Debt capital, including through note offerings such as this one, to fund the loans they extend to portfolio companies, since BDC regulations require them to distribute most of their Taxable Income rather than retain it as a capital cushion. A $45 million notes add-on is a relatively modest capital raise for this purpose compared with larger BDC bond deals, consistent with a bolt-on issuance under an existing shelf rather than a first-time debt offering.

What The Filing Leaves Unanswered

The 8-K does not disclose Runway Growth Finance's current leverage ratios, the specific use of proceeds from this note sale, or the credit rating, if any, assigned to the new notes. It also does not name additional underwriters beyond Oppenheimer & Co. as representative, though a syndicate may be involved in the actual distribution.

Context For A Growth-Lending BDC

Runway Growth Finance Corp. targets loans to growth-stage, often venture-backed companies that need capital to scale but may prefer Debt Financing over additional Equity dilution. Because BDCs are required under federal law to distribute at least 90% of their taxable income to shareholders to maintain their tax status, they typically rely on a mix of equity and debt issuance, rather than retained earnings, to fund new lending. A $45 million note add-on, callable up to roughly $51.8 million with the over-allotment, is a routine-sized transaction for replenishing lending capacity rather than a signal of any unusual capital need, though the filing itself does not characterize the purpose of the raise beyond the standard mechanics of the offering.

Tracking The Closing And Note Capacity Ahead

The offering is expected to close October 1, 2026, subject to customary closing conditions; confirmation of a completed closing would typically follow in a subsequent filing. The 30-day over-allotment option, if exercised in full, would add up to $6.8 million to the $45.0 million base offering. No specific use of proceeds is disclosed in the 8-K; investors should watch subsequent filings for that detail. The notes were issued under Runway's existing Form N-2 shelf, meaning further note issuances under the same registration remain possible.