NASDAQ: RWAY Runway Growth Finance Corp. 8-K

Runway Growth adviser commits to buy up to 10% of shares at 60% premium to market

Filed July 14, 2026 · Period ending July 14, 2026 · ~1 min read

Key Changes

high

Investment adviser and affiliates commit to purchase up to 10% of outstanding shares over 24 months while trading below 70% of NAV ($8.49/share), representing a 60% premium to July 13 closing price.

Exhibit 99.1 view on EDGAR →
high

SWK acquisition expected to deliver ~14% quarterly NII per share accretion (~$0.05/share), expanding industry diversification and reducing average position size from $28.3M to $25.2M.

Exhibit 99.2 view on EDGAR →
high

Q2 2026 originations totaled $85.8M (excluding SWK), including $15M to Bumble and $40M to Rho ($20M funded at close). SWK acquisition added $239.6M in funded investments.

Exhibit 99.1 view on EDGAR →
high

Management expects full-year 2026 base dividend of $1.32/share to be fully covered (>100% coverage) by net investment income, yielding ~25% on current market price.

Exhibit 99.2 view on EDGAR →
medium

Q2 liquidity events totaled $36.5M, including $10.1M from Eton warrant sale (realizing $3.4M gain) and $15.9M from Dossier investment assignment.

Exhibit 99.1 view on EDGAR →

Summary

Runway Growth's investment adviser and affiliates are committing to purchase up to 10% of the company's outstanding shares over the next two years whenever shares trade below 70% of NAV—a threshold that implies $8.49 per share based on March 31, 2026 NAV and represents a 60% premium to the July 13 closing price.

This insider buying commitment runs alongside a $15 million board-authorized repurchase program, together signaling management's conviction that shares are significantly undervalued. The adviser's willingness to deploy capital at these levels is a strong vote of confidence in the portfolio's quality and the company's earnings power.

The recently completed SWK acquisition is delivering on its accretion promise, with management now expecting approximately 14% quarterly NII per share accretion (roughly $0.05 per share). The deal expanded the debt portfolio from 32 to 44 companies, reduced average position size, and has already generated a $3.4 million realized gain from monetizing an Eton warrant. Q2 originations of $85.8 million (excluding SWK fundings) demonstrate continued deal flow, with new loans to Bumble and Rho adding exposure to consumer tech and fintech. Management expects the full-year 2026 base dividend of $1.32 per share to be fully covered by NII, supporting the current ~25% yield on market price. Over 90% of the portfolio carries risk ratings of 1-3, with Category 3 loans representing enhanced monitoring situations where borrowers remain in full payment compliance.

Section-by-Section Diff

Event · Exhibit 99.1

~1,900 words View exhibit on EDGAR ↗

Runway Growth announces Q2 2026 portfolio update, $85.8M in new fundings, and adviser commitment to purchase up to 10% of common stock.

4 Added

Added Adviser stock purchase commitment high

Added in current filing · view on EDGAR →

Our investment adviser, Runway Growth Capital LLC, and its affiliates, along with the Board and management, intend to acquire up to 10% of the Company’s outstanding common stock over the next 24 months to the extent the Company’s shares continue to trade below 70% of NAV, which implies a share price of $8.49 based on Runway Growth’s March 31, 2026 NAV per share, or a 60% premium to the Company’s July 13, 2026 closing market price.

The company's investment adviser and affiliates commit to purchasing up to 10% of outstanding shares over 24 months while shares trade below 70% of NAV ($8.49 per share based on March 31, 2026 NAV). This represents a 60% premium to the July 13, 2026 closing price, signaling management's belief that shares are significantly undervalued. The commitment runs alongside an existing $15 million stock repurchase program authorized through May 7, 2027.

Added SWK Holdings acquisition fundings high

Added in current filing · view on EDGAR →

In addition, following the Company's acquisition of SWK Holdings on April 6, 2026, Runway Growth funded approximately $239.6 million of investments acquired in such transaction, including $216.2 million across 13 acquired loan positions and $23.4 million in acquired equity positions.

Following the April 6, 2026 acquisition of SWK Holdings, the company funded approximately $239.6 million of acquired investments, comprising $216.2 million across 13 loan positions and $23.4 million in equity positions. This represents the deployment of capital from the previously announced acquisition.

Added Q2 2026 liquidity events medium

Added in current filing · view on EDGAR →

During the second quarter of 2026, Runway Growth experienced the following liquidity events totaling $36.5 million in its investment portfolio: • Partial principal repayment of the Company's senior secured term loan to Shepherd Intermediate, LLC (dba Federal Hearings and Appeals Services) of $0.9 million; • Partial principal repayment of the Company's senior secured term loan to Eton Pharmaceuticals, Inc. of $3.0 million; • Partial principal repayment of the Company's senior secured term loan to ImpediMed LTC of $3.5 million; • Assignment of $15.9 million of the Company's investment in 13 Scents Inc. (dba "Dossier"); • Other scheduled loan principal amortization payments of $3.1 million; and • Proceeds of $10.1 million from the sale of equity in Eton Pharmaceuticals, Inc.

The company received $36.5 million in liquidity events during Q2 2026, including partial loan repayments totaling $10.5 million, $15.9 million from assignment of the Dossier investment, $3.1 million in scheduled amortization, and $10.1 million from selling equity in Eton Pharmaceuticals. These events provide capital for redeployment or share repurchases.

Added Portfolio composition as of June 30, 2026 medium

Added in current filing · view on EDGAR →

As of June 30, 2026, the Runway Growth portfolio included 59 debt investments to 46 portfolio companies and 102 equity investments in 67 portfolio companies, including 33 portfolio companies where Runway Growth holds both a debt and equity investment.

As of June 30, 2026, the portfolio consisted of 59 debt investments across 46 companies and 102 equity investments across 67 companies, with 33 companies holding both debt and equity positions. The portfolio focuses on late- and growth-stage businesses in technology, healthcare, and select consumer services and products industries.

Event · Exhibit 99.2

~2,500 words View exhibit on EDGAR ↗

Runway Growth Finance announces $15M share repurchase, insider buying plan up to 10% of shares, and completed SWK acquisition with ~14% NII accretion.

3 Added

Added Share repurchase program and insider buying high

Added in current filing · view on EDGAR → · paraphrased

$15 Million Company Sponsored Share Repurchase Plan APPROVAL Approved by Board of Directors and announced on May 7, 2026 EXECUTION Executed via 10b5-1 program ... Board, Management, Adviser and Affiliates Stock Purchases to Further Align Interests with Shareholders ... PLAN TO ACQUIRE up to 10% of outstanding shares over the next two years as long as shares trade at or below 70% of NAV ... The program will begin when the blackout period ends following the Company's second quarter 2026 earnings release on August 6, 2026

The Board approved a $15 million share repurchase program on May 7, 2026, executed via a 10b5-1 plan. Additionally, the company's board, management, adviser and affiliates plan to purchase up to 10% of outstanding shares over the next two years when shares trade at or below 70% of NAV. The insider buying program begins after the Q2 2026 earnings release on August 6, 2026.

Added Dividend coverage and outlook high

Added in current filing · view on EDGAR → · paraphrased

$0.66 Dividend/share paid year-to date $1.32 Expected full-year base dividend ~25% Dividend yield on market price ~11% Dividend yield to 3/31/26 NAV ... 2026 dividend expected to remain fully covered ... Anticipate greater than 100% coverage on annual base dividend

The company paid $0.66 per share in dividends year-to-date and expects a full-year 2026 base dividend of $1.32 per share, which management anticipates will be fully covered (greater than 100% coverage) by net investment income. The dividend represents approximately $0.66 a 25% yield on the current market price and an 11% yield relative to the March 31, 2026 NAV.

Added Portfolio risk profile and monitoring medium

Added in current filing · view on EDGAR → · paraphrased

91% of the portfolio has a weighted average risk rating of 3 or better ... Over 90% of investments are performing and risk rated 1-3 Category 3 loans represent performing credits with proactive monitoring ... 8 Category 3 loans 3 cash flow positive borrowers >12 mo. average runway for remaining 5 ... Category 3 = enhanced monitoring, not impaired credit ... Borrower remains in full payment compliance No expected loss of principal or returns

Over 90% of the portfolio is performing with risk ratings of 1-3 on a 5-point scale (lower numbers indicate higher credit quality). The 8 loans in Category 3 represent enhanced monitoring situations, not impaired credits — all borrowers remain in full payment compliance with no expected loss of principal or returns. Three of the Category 3 borrowers are cash flow positive, and the remaining five have more than 12 months of average runway.