Table of Contents
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 June 30, 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
8.00% Notes due 2027
RWAYZ
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 36,216,632 shares of common stock, $0.01 par value per share, outstanding as of August 5, 2025.
RUNWAY GROWTH FINANCE CORP.
FORM 10‑Q FOR THE QUARTER ENDED June 30, 2025
INDEX
PAGENO.
PART I.
FINANCIAL INFORMATION
Item 1.
Consolidated Financial Statements
1
Consolidated Statements of Assets and Liabilities as of June 30, 2025 (unaudited) and December 31, 2024
Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024 (unaudited)
2
Consolidated Statements of Changes in Net Assets for the three and six months ended June 30, 2025 and 2024 (unaudited)
3
Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024 (unaudited)
4
Consolidated Schedule of Investments as of June 30, 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
55
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
66
Item 4.
Controls and Procedures
67
PART II.
OTHER INFORMATION
68
Legal Proceedings
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults Upon Senior Securities
Mine Safety Disclosures
Item 5.
Other Information
Item 6.
Exhibits
69
SIGNATURES
70
Consolidated Statements of Assets and Liabilities
(In thousands, except share and per share data)
June 30, 2025
December 31, 2024
(Unaudited)
Assets
Investments at fair value:
Non-control/non-affiliate investments at fair value (cost of $1,054,963 and $1,038,135, respectively)
$
1,017,952
1,005,328
Affiliate investments at fair value (cost of $4,551 and $59,198, respectively)
-
64,572
Control investments at fair value (cost of $6,550 and $6,550, respectively)
6,999
6,940
Total investments at fair value (cost of $1,066,064 and $1,103,883, respectively)
1,024,951
1,076,840
Cash and cash equivalents
5,960
5,751
Interest and fees receivable
8,873
8,141
Other assets
1,473
623
Total assets
1,041,257
1,091,355
Liabilities
Debt:
Credit facility
259,000
311,000
2026 Notes
25,000
95,000
2027 Notes
132,250
152,250
2028 Notes
107,000
Unamortized deferred financing costs
(7,302
)
(5,918
Total debt, less unamortized deferred financing costs
515,948
552,332
Incentive fees payable
14,491
14,106
Interest payable
8,190
7,743
Foreign currency forward contracts
1,359
Accrued expenses and other liabilities
2,395
2,305
Total liabilities
542,383
576,486
Commitments and contingencies (Note 8)
Net assets
Common stock, par value
365
373
Additional paid-in capital
549,859
557,992
Accumulated undistributed (overdistributed) earnings
(51,350
(43,496
Total net assets
498,874
514,869
Shares of common stock outstanding ($0.01 par value, 100,000,000 shares authorized)
36,532,020
37,347,428
Net asset value per share
13.66
13.79
See notes to consolidated financial statements.
Consolidated Statements of Operations
Three Months Ended June 30,
Six Months Ended June 30,
2025
2024
Investment income
From non-control/non-affiliate investments:
Interest income
30,490
30,935
60,599
65,390
Payment-in-kind interest income
3,987
2,330
7,638
6,537
Dividend income
188
506
Fee income
314
187
543
807
From affiliate investments:
600
646
1,199
256
Other income
168
141
357
269
Total investment income
35,147
34,193
70,545
74,202
Operating expenses
Management fees
3,944
3,946
7,953
7,898
Incentive fees
3,523
3,649
7,452
8,317
Interest and other debt financing expenses
11,764
10,867
22,051
21,727
Professional fees
677
253
1,131
915
Administration agreement expenses
663
472
1,288
1,036
Insurance expense
161
209
316
417
Tax expense
140
250
Other expenses
327
206
557
635
Total operating expenses
21,199
19,602
40,998
40,947
Net investment income
13,948
14,591
29,547
33,255
Net realized and net change in unrealized gain (loss)
Net realized gain (loss):
Non-control/non-affiliate investments
(1,501
(4,387
Affiliate investments
8,943
Net realized gain (loss) on investments
4,556
Net realized gain (loss) on forward contracts and foreign currency transactions
(11
Net realized gain (loss)
(1,512
4,545
Net change in unrealized gain (loss):
5,595
(6,484
(4,204
(11,549
305
(9,925
(1,247
Control investments
125
(121
59
Net change in unrealized gain (loss) on investments
5,720
(6,300
(14,070
(12,917
Net change in unrealized gain (loss) on forward contracts and foreign currency transactions
(1,359
Net change in unrealized gain (loss)
4,361
(15,429
Net realized and unrealized gain (loss)
2,849
(10,884
Net increase (decrease) in net assets resulting from operations
16,797
8,291
18,663
20,338
Net investment income per common share (basic and diluted)
0.38
0.37
0.79
0.84
Net increase (decrease) in net assets resulting from operations per common share (basic and diluted)
0.45
0.21
0.50
0.51
Weighted average shares outstanding (basic and diluted)
37,103,061
39,180,767
37,224,569
39,786,511
Consolidated Statements of Changes in Net Assets
(In thousands, except share data)
Common Stock
Additional
Accumulated Undistributed
For the Three Months Ended June 30, 2025
Outstanding Shares (1)
Par Value
Treasury Stock (2)
Paid-in Capital
(Overdistributed) earnings
Total Net Assets
Balances at March 31, 2025
(55,075
503,290
Repurchase of common stock
(815,408
(8
(8,133
(8,141
Dividends paid to stockholders
(13,072
Shares retired
Tax reclassification
Balances at June 30, 2025
For the Six Months Ended June 30, 2025
Balances at December 31, 2024
(26,517
For the Three Months Ended June 30, 2024
Balances at March 31, 2024
39,622,162
414
(21,425
605,108
(54,628
529,469
Acquisition of treasury stock (2)
(1,074,842
(12,841
(18,535
(25
Balances at June 30, 2024
38,547,295
(34,266
(64,872
506,384
For the Six Months Ended June 30, 2024
Balances at December 31, 2023
40,509,269
(10,816
605,110
(47,637
547,071
(1,961,938
(23,450
(37,575
(36
(2
Consolidated Statements of Cash Flows
(In thousands)
For the Six Months Ended June 30,
Cash flows from operating activities
Net increase in net assets resulting from operations
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by (used in) operating activities:
Purchases of investments
(54,039
(100,025
Payment-in-kind interest
(7,353
(6,863
Sales or repayments of investments
107,873
61,507
Sales or maturities of U.S. Treasury Bills
42,029
Payments for derivative contracts
(462
Proceeds from derivative contracts
449
Net realized (gain) loss on investments
(4,556
Net realized (gain) loss on forward contracts and foreign currency transactions
11
Net change in unrealized (gain) loss on investments
14,070
12,917
Net change in unrealized (gain) loss on forward contracts and foreign currency transactions
Amortization of fixed income premiums or accretion of discounts and end-of-term payments
(4,106
(5,880
Amortization of deferred financing costs
2,016
1,698
Changes in operating assets and liabilities:
(Increase) decrease in interest and fees receivable
(732
2,509
(Increase) decrease in other assets
(850
563
Increase (decrease) in incentive fees payable
385
1,365
Increase (decrease) in interest payable
447
246
Increase (decrease) in accrued expenses and other liabilities
90
(451
Net cash provided by (used in) operating activities
73,265
29,953
Cash flows from financing activities
Payments of deferred financing costs
(3,400
(88
Borrowings under credit facility
103,000
Repayments under credit facility
(155,000
(70,000
Proceeds from 2028 Notes
Repayments of 2026 Notes
Repayments of 2027 Notes
(20,000
Acquisition of treasury shares
Net cash (used in) provided by financing activities
(73,058
(24,113
Effect of foreign currency exchange rates
Net increase (decrease) in cash and cash equivalents
5,840
Cash and cash equivalents at beginning of period
2,970
Cash and cash equivalents at end of period
8,810
Supplemental and non-cash financing cash flow information:
Taxes paid
390
616
Interest paid
18,495
18,114
Consolidated Schedule of Investments (Unaudited)
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
49,879
49,525
50,333
(10) (11) (12)
Blueshift Labs, Inc.
SOFR+8.25% PIK, 11.25% floor, 1.50% ETP
12/19/2023
12/15/2028
26,784
26,576
27,021
SOFR+8.25% PIK, 11.25% floor
12/12/2024
515
954
(10) (12) (22)
CarNow, Inc.
SOFR+7.25%, 11.75% floor, 1.60% ETP
3/22/2024
3/22/2029
20,000
18,019
18,396
(11) (12)
Piano Software, Inc.
SOFR+7.25%, 11.25% floor, 1.50% ETP
12/31/2024
12/31/2029
43,000
42,086
41,723
VTX Intermediate Holdings, Inc. (dba VertexOne)
SOFR+7.00%, 8.00% floor, 1.00% PIK, 3.00% ETP
9/24/2029
35,181
34,949
34,936
Second Lien
FIXED 12.50% PIK, 31.05% ETP
6,229
5,982
6,068
Zinnia Corporate Holdings, LLC
SOFR+8.00%, 10.00% floor
9/23/2024
9/21/2029
40,000
39,293
39,358
(12)
Total Application Software - 43.86%*
216,945
218,789
Commercial & Professional Services
Bombora, Inc.
SOFR+4.75%, 6.75% floor, 3.25% PIK, 0.96% ETP
12/26/2023
1/15/2028
29,389
29,398
29,309
Elevate Services, Inc.
SOFR+7.50%, 12.78% floor
7/10/2023
7/10/2027
39,000
38,176
39,245
FiscalNote, Inc.
PRIME+5.00%, 9.00% floor, 1.00% PIK, 5.75% ETP
10/19/2020
7/15/2027
25,760
26,292
27,140
(10) (11) (12) (14)
Interactions Corporation
SOFR+9.26%, 9.76% floor, 3.9375% ETP
6/24/2022
6/15/2027
40,561
40,323
Swing Education, Inc.
SOFR+7.00%, 10.80% floor, 3.50% ETP
6/27/2025
6/15/2029
8,000
7,862
7,662
Swing Education, Inc. (Revolver)
SOFR+6.65%, 10.45% floor
6/1/2028
N/A
(199
Total Commercial & Professional Services - 28.80%*
142,090
143,679
Consumer Staples Distribution & Retail
Marley Spoon SE
SOFR+ 8.75% PIK, 9.51% floor, 1.00% ETP
6/30/2021
41,982
42,062
32,745
(6) (9) (10) (11) (18)
SOFR+ 8.75% PIK, 9.51% floor
2/28/2025
2,796
2,181
(6) (9) (10) (18)
5/20/2025
9/30/2025
2,836
2,212
Total Consumer Staples Distribution & Retail - 7.44%*
47,694
37,138
Financial Services
Autobooks, Inc.
SOFR+7.50%, 11.77% floor, 2.75% ETP
5/5/2025
2/5/2028
27,000
26,310
26,307
Hurricane Cleanco Limited
FIXED 6.25%, 6.25% PIK
11/22/2029
30,169
27,584
30,035
(5) (9) (10) (21)
Vesta Payment Solutions, Inc.
SOFR+7.00%, 9.00% floor, 6.00% ETP
11/29/2022
11/15/2026
25,716
22,680
Total Financial Services - 15.84%*
79,610
79,022
Consolidated Schedule of Investments (Unaudited) – (continued)
Health Care Equipment & Services
EBR Systems, Inc.
PRIME+4.90%, 8.90% floor, 4.50% ETP
6/30/2022
40,345
40,918
(11) (12) (16)
Mingle Healthcare Solutions, Inc.
SOFR+9.75%, 12.26% floor, 10.50% ETP
8/15/2018
12/15/2026
4,127
4,757
2,399
(11) (26)
Moximed, Inc.
PRIME+5.25%, 8.75% floor, 3.50% ETP
7/1/2027
15,000
15,157
15,423
Nalu Medical, Inc.
PRIME+2.70%, 6.70% floor, 2.00% PIK, 4.50% ETP
10/12/2022
10/12/2027
21,115
21,378
22,332
Onward Medical, N.V.
SOFR+6.50%, 10.75% floor, 2.50% ETP
17,088
16,780
16,975
(8) (9) (11) (12) (17)
Route 92 Medical, Inc.
SOFR+7.00%, 9.00% floor, 3.95% ETP
3/31/2025
3/31/2029
35,000
34,204
34,689
Total Health Care Equipment & Services - 26.61%*
132,621
132,736
Household & Personal Products
Madison Reed, Inc.
PRIME+4.75%, 11.00% floor, 11.00% cash cap, 3.00% ETP
12/16/2022
12/16/2026
16,341
16,459
16,598
Total Household & Personal Products - 3.33%*
Insurance
Kin Insurance, Inc.
PRIME+6.25%, 12.50% floor, 3.30% ETP
9/26/2022
9/15/2026
75,000
76,324
78,195
Total Insurance - 15.67%*
Media & Entertainment
Skillshare, Inc.
SOFR+6.50%, 10.72% floor, 3.00% ETP
11/8/2022
11/8/2026
20,400
20,673
Snap! Mobile, Inc.
SOFR+7.50%, 12.10% floor, 3.83% ETP
9/30/2024
9/30/2028
18,000
17,634
17,530
Total Media & Entertainment - 7.60%*
38,307
37,930
Systems Software
3PL Central LLC (dba Extensiv)
SOFR+7.00%, 9.00% floor, 5.00% ETP
11/9/2022
72,290
74,577
70,254
Circadence Corporation
SOFR+9.50%, 12.26% floor, 7.50% ETP
12/20/2018
12/15/2025
23,252
24,602
20,232
(11)
Synack, Inc.
SOFR+7.00%, 11.07% floor, 1.00% ETP
12/29/2023
12/29/2028
42,500
42,390
42,511
Total Systems Software - 26.66%*
141,569
132,997
Technology Hardware & Equipment
Brivo, Inc.
SOFR+7.25%, 11.29% floor, 2.53% ETP
12/27/2024
12/15/2029
39,804
40,187
Dejero Labs Inc.
SOFR+8.00%, 8.50% floor, 2.00% PIK, 3.00% ETP
12/22/2021
12/22/2025
14,610
14,920
14,710
(7) (9) (10) (11) (12)
Linxup, LLC
PRIME+3.25%, 11.75% floor, 2.25% ETP
11/3/2023
11/15/2027
30,000
29,913
30,502
Total Technology Hardware & Equipment - 17.12%*
84,637
85,399
Total Debt Investments - 192.93%*
976,256
962,483
6
Equity Investments
Aria Systems, Inc.
Equity
Series G Preferred Stock
7/10/2018
289,419
311
(13)
VTX Holdings, LLC
Series C Preferred Units
3,015,219
143
83
Total Application Software - 0.08%*
393
394
230,881
438
124
(13) (14) (19)
JobGet Holdings, Inc. (fka Snagajob, Inc.)
Series C-1 Preferred Stock
11/15/2024
476,564
39,275
29,028
(13) (27)
Series C-2 Preferred Stock
16,963
Convertible Note
6/24/2025
9/22/2025
1,000,000
1,000
(13) (28) (29)
Total Commercial & Professional Services - 6.04%*
40,713
30,152
7/7/2023
46,004
410
14
(6) (9) (13) (18) (19) (21)
Total Consumer Staples Distribution & Retail - 0.00%*
CareCloud, Inc.
8.75% Series A Cumulative Redeemable Perpetual Preferred Stock
1/8/2020
462,064
12,132
9,977
Total Health Care Equipment & Services - 2.00%*
Minute Media Inc.
Preferred Stock
12/13/2023
1,039
120
150
(5) (9) (13)
136
16
18
Total Media & Entertainment - 0.03%*
zSpace, Inc.
12/31/2020
81,046
1,119
264
(13) (15) (19)
Total Technology Hardware & Equipment - 0.05%*
Total Equity Investments - 8.20%*
54,903
40,969
7
Warrants
3DNA Corp. (dba NationBuilder)
12/28/2018
12/28/2028
273,164
104
Series F Preferred Stock
6/28/2034
519,313
6/29/2018
6/29/2028
2,387,705
1,048
1,370
Success fee
167
(13) (20)
3/22/2034
200,000
2,400
2,766
INRIX, Inc.
7/26/2019
7/26/2029
150,804
522
338
JWP Holdco LLC (fka Longtail Ad Solutions, Inc.)
Common Units
12/12/2019
12/12/2029
167,827
47
Series D Preferred Stock
12/31/2034
119,978
348
478
Predactiv, Inc. (fka Sharethis, Inc.)
Series D-3 Preferred Stock
12/3/2018
12/3/2028
647,615
2,162
52
Total Application Software - 1.18%*
7,212
5,900
AllClear ID, Inc.
8/31/2017
8/31/2027
870,514
1,750
3/31/2021
3/31/2031
121,581
174
119
12/26/2033
48,632
43
48
CloudPay, Inc.
Series B Preferred Stock
6/30/2020
6/30/2030
11,273
218
1,224
8/17/2021
8/17/2031
3,502
58
9/26/2032
5,252
176
106
Series C Preferred Stock
7/10/2033
248,997
396
7/17/2024
7/17/2034
236,550
377
376
Earnout
7/29/2022
7/29/2027
127
(13) (14) (20)
6/24/2032
189,408
219
8
Series B-1 Preferred Stock
9/29/2021
9/29/2031
763,269
343
6/27/2035
196,160
19
Total Commercial & Professional Services - 0.47%*
3,945
2,355
Success Fee
489
Betterment Holdings, Inc.
10/6/2023
10/6/2033
7,680
35
65
9,818
40
76
Credit Sesame, Inc.
1/7/2020
1/7/2030
191,601
425
367
Total Financial Services - 0.21%*
989
1,023
Allurion Technologies, Inc.
3/30/2021
3/30/2031
5,320
282
(13) (14)
6/14/2022
1,851
9/15/2022
9/15/2032
1,850
144
8/2/2023
8/1/2028
6/30/2032
605
604
(13) (16) (20)
Series CC Preferred Stock
8/15/2028
1,770,973
492
214,285
175
Series D-2 Preferred Stock
10/12/2032
91,717
173
9/26/2034
165,338
340
362
(8) (9) (13) (17) (21)
3/31/2035
833
829
SetPoint Medical Corporation
6/29/2021
6/29/2031
400,000
198
12/29/2022
12/29/2032
600,000
74
298
VERO Biotech LLC
12/29/2020
12/29/2025
Total Health Care Equipment & Services - 0.49%*
3,650
2,451
169
Total Household & Personal Products - 0.03%*
62,364
426
Total Insurance - 0.06%*
301
335
9/30/2034
19,140
345
Total Media & Entertainment - 0.14%*
673
Pharmaceuticals, Biotechnology & Life Sciences
Mustang Bio, Inc.
3/4/2022
3/4/2032
997
315
(13) (15)
Total Pharmaceuticals, Biotechnology & Life Sciences - 0.00%*
9
Series A-6 Preferred Stock
12/20/2028
1,538,462
3,630
10/31/2019
10/31/2029
384,615
846
12/21/2023
304
Scale Computing, Inc.
3/29/2019
3/29/2029
9,665,667
346
124,215
158
183
Total Systems Software - 0.13%*
5,284
631
Series A-2 Preferred Stock
10/20/2022
10/20/2032
201,000
98
12/27/2034
32,109
49
5/31/2019
5/31/2029
333,621
192
(7) (9) (13)
11/3/2033
247
RealWear, Inc.
Series A-1 Preferred Stock
10/5/2018
10/5/2028
73,746
89
149
38,705
14,749
30
7,742
6/27/2019
6/27/2029
81,251
64
42,643
131
Total Technology Hardware & Equipment - 0.20%*
1,128
982
Total Warrants - 2.91%*
23,804
14,500
Total Non-Control/Non-Affiliate Investments - 204.04%*
1,054,963
10
Affiliate Investments
(24)
Coginiti Corp
3/9/2020
1,040,160
4,551
Total Application Software - 0.00%*
Total Equity Investments - 0.00%*
3/9/2030
811,770
Total Warrants - 0.00%*
Total Affiliate Investments - 0.00%*
Control Investments
(25)
Pivot3, Inc.
100% Equity Interest
12/31/2023
950
995
(23)
Total Commercial & Professional Services - 0.20%*
Multi-Sector Holdings
Runway-Cadma I LLC
50% Equity Interest
3/6/2024
5,600
6,004
(9)
Total Multi-Sector Holdings - 1.20%*
Total Equity Investments - 1.40%*
6,550
Total Control Investments - 1.40%*
Total Investments - 205.44%*
1,066,064
Foreign Currency Forward Contracts
Foreign Currency
Counterparty
Notional Amount to be Sold (£)
Notional Amount to be Purchased ($)
Unrealized Gain (Loss) ($)
Great British Pound (GBP)
Canadian Imperial Bank of Commerce
9/8/2025
351
462
(20
12/8/2025
384
505
(22
5/14/2026
21,964
28,873
(1,317
Total
(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 June 30, 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 6.33% of net assets.
(6)
Portfolio company is domiciled in Germany. Fair value of German domiciled investments represents 7.45% of net assets.
(7)
Portfolio company is domiciled in Canada. Fair value of Canadian domiciled investments represents 2.98% of net assets.
(8)
Portfolio company is domiciled in the Netherlands. Fair value of Dutch domiciled investments represents 3.48% of net assets.
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 12.88% of total assets as of June 30, 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.
Disclosures of end-of-term payments ("ETP") are one-time payments stated as a percentage of principal amount.
The investment is an eligible loan investment in the collateral under the Credit Facility (as defined in "Note 7 – Borrowings").
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.
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".
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.
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 June 30, 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.
(28)
JobGet Holdings, Inc. (fka Snagajob.com, Inc.) convertible note may not be assigned or transferred, unless it meets the criteria of a permitted transfer.
(29)
Convertible notes represent investments that are redeemable by the Company upon the occurrence of contingent events. There are no principal or interest payments to be made against the notes.
*
Fair value as a percentage of net assets.
12
RUNWAY GROWTH FINANCE CORP
Consolidated Schedule of Investments
49,129
48,508
49,442
SOFR+6.25%, 11.25% floor, 2.00% PIK, 1.50% ETP
26,018
25,743
23,664
(10) (11)
Bridge Loan
500
455
23,752
25,102
20,492
36,908
37,411
36,252
42,008
17,511
34,664
34,244
6,000
5,749
Total Application Software - 44.64%*
237,196
229,817
Data Processing & Outsourced Services
26,000
25,316
26,274
26,643
26,692
(5) (9) (10) (22)
40,347
40,238
25,465
21,747
Total Data Processing & Outsourced Services - 22.32%*
117,820
114,902
Electronic Equipment & Instruments
39,708
Total Electronic Equipment & Instruments - 7.71%*
Healthcare Equipment
15,078
15,358
Total Healthcare Equipment - 2.98%*
Consolidated Schedule of Investments – (continued)
Healthcare Technology
40,037
40,511
4,322
4,952
2,148
(11) (27)
20,902
21,047
21,431
16,682
16,786
SOFR+8.48%, 8.98% floor, 3.95% ETP
7/1/2026
34,983
35,682
SOFR+5.75%, 9.00% floor, 4.00% ETP
12/1/2027
25,236
25,817
Total Healthcare Technology - 27.65%*
142,937
142,375
Human Resource & Employment Services
JobGet Holdings, Inc. (fka Snagajob.com, Inc.)
SOFR+8.50% PIK, 9.00% floor
11/15/2025
3,732
3,774
3,431
(10) (27)
Total Human Resource & Employment Services - 0.67%*
Internet & Direct Marketing Retail
16,234
16,235
16,383
SOFR+8.50% PIK, 9.26% floor, 1.00% ETP
38,809
38,807
34,120
Total Internet & Direct Marketing Retail - 9.81%*
55,042
50,503
Internet Software and Services
28,911
28,876
29,058
17,791
17,658
27,600
27,875
27,555
42,331
42,520
39,244
Total Internet Software and Services - 30.31%*
156,117
156,035
Property & Casualty Insurance
75,912
76,626
Total Property & Casualty Insurance - 14.88%*
System Software
SOFR+4.50%, 6.50% floor, 2.50% PIK, 2.34% ETP
11/9/2027
72,205
72,307
69,262
29,779
30,607
14,463
14,696
14,403
Total System Software - 22.19%*
116,782
114,272
Total Debt Investments - 183.16%*
960,366
943,027
Advertising
Total Advertising - 0.03%*
152
263
Total Application Software - 0.13%*
831
653
11% Series A Cumulative Redeemable Perpetual Preferred Stock
9,181
(15) (19)
Total Healthcare Technology - 1.78%*
389,048
36,502
35,563
(13) (29)
Total Human Resource & Employment Services - 6.91%*
(6) (9) (13) (18) (19) (22)
Total Internet & Direct Marketing Retail - 0.01%*
Technology Hardware, Storage & Peripherals
Quantum Corporation
8/13/2021
22,986
2,607
1,239
(9) (13) (15) (19)
Total Technology Hardware, Storage & Peripherals - 0.49%*
3,726
2,527
Total Equity Investments - 9.35%*
53,737
48,119
499
1,159
(13) (21)
54
(13) (14) (21)
Total Application Software - 0.58%*
7,333
2,961
Asset Management & Custody Banks
Total Asset Management & Custody Banks - 0.03%*
75
138
15
Biotechnology
49,869
TRACON Pharmaceuticals, Inc.
9/2/2022
9/2/2032
7,538
226
Total Biotechnology - 0.00%*
541
Computer & Electronics Retail
Massdrop, Inc.
7/22/2019
7/22/2029
848,093
Total Computer & Electronics Retail - 0.00%*
398
74,700
118
Total Data Processing & Outsourced Services - 0.12%*
2,946
620
Epic IO Technologies, Inc.
12/17/2021
12/17/2028
334
Total Electronic Equipment & Instruments - 0.13%*
24
Total Healthcare Equipment - 0.00%*
132,979
(13) (14) (28)
46,256
(13) (14) (21) (28)
617
(13) (16) (21)
(8) (9) (13) (17) (22)
835
784
223
114
Total Healthcare Technology - 0.50%*
3,477
2,560
1,343
134
Total Human Resource & Employment Services - 0.30%*
789
1,566
Total Internet & Direct Marketing Retail - 0.04%*
135
2,825
Fidelis Cybersecurity, Inc.
3/25/2022
3/25/2032
79
344
186
Total Internet Software and Services - 0.79%*
3,724
4,069
285
Total Property & Casualty Insurance - 0.06%*
Specialized Consumer Services
523,893
1,053
10/17/2018
346,621
697
Total Specialized Consumer Services - 0.07%*
2,175
177
201
Total System Software - 0.07%*
791
378
Series A Preferred Stock
112,451
22,491
25
41
123,894
381
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
17
Gynesonics, Inc.
SOFR+8.75%, 8.00% ceiling, 5.00% ETP
3/1/2023
11/30/2026
25,595
26,234
27,217
Total Healthcare Technology - 5.29%*
Total Debt Investments - 5.29%*
3,266,668
(13) (30)
10/24/2023
3,100,000
3,100
12,355
Total Healthcare Technology - 7.26%*
28,100
37,355
Total Equity Investments - 7.26%*
32,651
3/1/2030
313
Total Healthcare Technology - 0.00%*
Total Affiliate Investments - 12.55%*
59,198
1,198
Total Data Processing & Outsourced Services - 0.23%*
5,742
Total Multi-Sector Holdings - 1.12%*
Total Equity Investments - 1.35%*
Total Control Investments - 1.35%*
Total Investments - 209.17%*
1,103,883
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%.
Portfolio company is domiciled in the United Kingdom. Fair value of United Kingdom domiciled investments represents 5.51% of net assets.
Portfolio company is domiciled in Germany. Fair value of German domiciled investments represents 6.64% of net assets.
Portfolio company is domiciled in Canada. Fair value of Canadian domiciled investments represents 2.83% of net assets.
Portfolio company is domiciled in the Netherlands. Fair value of Dutch domiciled investments represents 3.34% of net assets.
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).
The warrant count is based upon a percentage of ownership of Fidelis Cybersecurity, Inc.
Investment was on non-accrual status as of December 31, 2024 and was therefore considered non-income producing.
Sale of equity security was subject to a lock-up period until January 22, 2025.
(30)
Gynesonics, Inc. had the right of first refusal on sale of preferred stock.
Notes to Consolidated Financial Statements
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".
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 Company's 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.
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 June 30, 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:
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.
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."
21
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 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 June 30, 2025 and December 31, 2024, $5.5 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. Temporary fluctuations in any foreign currency held on the balance sheet date are recorded in "Net change in unrealized gain (loss) on forward contracts and foreign currency transactions" on the Consolidated Statements of Operations. Any realized gains or losses recognized upon foreign currency translated into local currency are recorded in "Net realized gain (loss) on forward contracts and foreign currency transactions" on the Consolidated Statements of Operations.
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 June 30, 2025 and 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 June 30, 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. Any realized gains or losses upon settlement of investments and related receivables denominated in foreign currency are recorded in "Net realized gain (loss) on forward contracts and foreign currency transactions" on the Consolidated Statements of Operations.
The Company may also enter into foreign currency forward contracts to mitigate its exposure to foreign currency fluctuations associated with certain investments denominated in foreign currencies. These contracts are recognized as derivative instruments and measured at fair value in accordance with ASC Topic 815, Derivatives and Hedging ("ASC 815"), and are recorded as "Foreign currency forward contracts" on the Consolidated Statements of Assets and Liabilities. Changes in fair value are recorded in "Net change in unrealized gain (loss) on forward contracts and foreign currency transactions" on the Consolidated Statements of Operations. The payments and proceeds from derivative contracts are included in "Payments for derivative contracts" and "Proceeds from derivative contracts", respectively, on the Consolidated Statements of Cash Flows. The net cash flows realized on settlement of derivatives are included in "Net realized (gain) loss on forward contracts and foreign currency transactions" on the Consolidated Statements of Operations and Consolidated Statements of Cash Flows. Refer to "Note 4 – Investments" for more information regarding the foreign currency forward contracts.
22
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 and six months ended June 30, 2025, 11.3% and 10.8%, respectively, of the Company’s total investment income was attributable to non-cash PIK interest. For the three and six months ended June 30, 2024, 6.8% and 8.8%, respectively, 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.
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."
23
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 June 30, 2025 and December 31, 2024 (in thousands):
Date of Non-Accrual
Forgone Interest Income
Forgone Accretion of OID and ETP
Total Forgone Income
Cost Basis
Fair Value
Fair Value as a % of Total Portfolio
As of June 30, 2025
Investment
1/1/2024
1,013
0.23
%
As of December 31, 2024
3/31/2024
4,243
283
4,526
0.32
687
0.20
4,930
5,213
8,726
5,579
0.52
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:
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.
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:
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.
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.
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:
26
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 reflect the warrants’ fair value, such as the Current Value Method and other techniques as determined to be appropriate. This may an expected settlement of a warrant in the near term, a model that incorporates a put feature associated with the warrant, the price paid or realized in a recently completed transaction or binding offer received in an arms-length transaction, a waterfall approach, or a model based on the redemption value of a warrant. The Current Value Method estimates the value of the warrant based on the current redemption value or 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.
In accordance with ASC 820, the Company measures these derivatives at fair value on a recurring basis using a market approach. The valuation technique relies on observable market inputs, including spot and forward exchange rates. The fair values are obtained through model-based pricing using inputs that are corroborated by market data and are classified as Level 2 within the fair value hierarchy.
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.
Under certain circumstances, the Company may use an alternative technique to value equity investments that better reflect the security’s fair value, such as the Current Value Method and other techniques as determined to be appropriate. This may include an expected settlement of a security in the near term, a model that incorporates a put feature associated with the security, the price paid or realized in a recently completed transaction or binding offer received in an arms-length transaction, a waterfall approach, or a model based on the redemption value of a security. The Current Value Method concludes the value of the security based on the current redemption value or 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.
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.
27
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."
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 and six months ended June 30, 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.
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 and six months ended June 30, 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.
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."
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.
28
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.
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:
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.
29
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 and six months ended June 30, 2025, RGC earned base management fees at a rate of 1.50% per annum, amounting to $3.9 million and $8.0 million, respectively. For the three and six months ended June 30, 2024, RGC earned base management fees at a rate of 1.50% per annum, amounting to $3.9 million and $7.9 million, respectively. As the Company pays management fees at the beginning of each quarter, there were no management fees payable as of June 30, 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/units, 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
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 and six months ended June 30, 2025, RGC earned incentive fees of $3.5 million and $7.5 million, respectively; of which $2.3 million and $5.4 million were payable in cash, respectively, and $1.2 million and $2.1 million was accrued and generated from deferred interest, respectively. For the three and six months ended June 30, 2024, RGC earned incentive fees of $3.6 million and $8.3 million, respectively, of which $2.9 million and $6.5 million was payable in cash, respectively, and $0.7 million and $1.8 million was accrued and generated from deferred interest, respectively. 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 and six months ended June 30, 2025 and 2024 are net of such recategorizations during the respective period.
As of June 30, 2025, $2.3 million were payable in cash, and $12.2 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 June 30, 2025 and December 31, 2024, there was no capital gains incentive fee accrued, earned or payable to RGC under the Advisory 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 June 30, 2025, the Company incurred $0.7 million of Administration Agreement expenses, of which $0.2 million was payable to a third-party administrator and $0.5 million was overhead allocation expense. For the three months ended June 30, 2024, the Company incurred $0.5 million of Administration Agreement expenses, of which $0.2 million was payable to a third-party administrator and $0.3 million was overhead allocation expense. All Administration Agreement expenses are recorded as "Administration Agreement expenses" on the Consolidated Statements of Operations for the three months ended June 30, 2025 and 2024.
For the six months ended June 30, 2025, the Company incurred $1.3 million of Administration Agreement expenses, of which $0.4 million was payable to a third-party administrator and $0.9 million was overhead allocation expense. For the six months ended June 30, 2024, the Company incurred $1.0 million of Administration Agreement expenses, of which $0.4 million was payable to a third-party administrator and $0.6 million was overhead allocation expense. All Administration Agreement expenses are recorded as "Administration Agreement expenses" on the Consolidated Statements of Operations for the six months ended June 30, 2025 and 2024.
As of June 30, 2025, the Company had accrued a net payable to the Administrator of $0.7 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.
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.
31
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 June 30, 2025, the JV has not drawn on the available commitment in the Apollo Credit Facility.
During the three and six months ended June 30, 2025, there were no additional contributions of equity capital to the JV by the Company or Cadma. As of June 30, 2025, the Company's unfunded commitment to the JV was $29.4 million, and the Company had $6.1 thousand in receivables from the JV related to shared expenses as of June 30, 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 June 30, 2025 and December 31, 2024, the fair value of the Company's equity interest in the JV was $6.0 million and $5.7 million, respectively. As of June 30, 2025 and December 31, 2024, the JV had the following contributed capital and unfunded commitments from its members (in thousands):
Total contributed capital by Runway Growth Finance Corp.
Total contributed capital by all members
11,200
Total unfunded commitments by Runway Growth Finance Corp.
29,400
Total unfunded commitments by all members
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 June 30, 2025, the JV had one debt investment with a fair value of $10.4 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.
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 June 30, 2025, OCM Growth owned 9,779,668 shares of the Company's common stock, or 26.8% of the Company's outstanding shares.
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).
32
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 June 30, 2025, along with the transactions during the six months ended June 30, 2025, are as follows (in thousands):
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 June 30, 2025(3)
Gynesonics, Inc. -Senior Secured
SOFR+8.75%, 8.00% ceiling, 5.00% ETP, due 11/30/2026
902
(26,235
(982
Total Debt Investments
(25,000
(12,355
9,255
(9,255
Total Equity Investments
(37,355
(312
312
Total Warrants
Total Affiliate Investments
(63,590
(203
262
Total Control Investments
33
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
Investment Income Earned 2024
Fair Value as of December 31, 2023
Fair Value as of December 31, 2024(3)
2,419
23,586
337
3,294
856
(856
21,461
3,539
4,577
7,778
26,894
10,461
(663
(313
976
(976
51,456
12,779
248
142
34
Portfolio Composition
The following table shows the fair value of the Company's portfolio of investments by geographic region as of June 30, 2025 and December 31, 2024 (in thousands):
Geographic Region
Investments at Fair Value
Percentage of Net Assets
United States
Western United States
365,521
73.26
431,567
83.83
Northeastern United States
240,694
48.24
264,780
51.43
Midwestern United States
175,440
35.16
146,963
28.54
Northwestern United States
74,043
14.84
72,414
14.06
South Central United States
41,087
8.24
40,136
7.80
Southeastern United States
21,236
4.26
20,932
4.07
Runway-Cadma I LLC(1)
1.20
1.12
Total United States
924,025
185.20
982,534
190.85
Germany
37,152
7.45
34,163
6.64
United Kingdom
31,592
6.33
28,360
5.51
Netherlands
17,337
3.48
17,203
3.34
Canada
14,845
2.98
14,580
2.83
205.44
209.17
Effective June 30, 2025, the Company transitioned from an internal industry classification system to the Global Industry Classification Standard ("GICS"). The following table shows the fair value of the Company's portfolio of investments by GICS industry as of June 30, 2025 (in thousands):
Industry
225,083
45.12
177,181
35.51
145,164
29.10
133,628
26.79
86,645
17.37
80,045
16.05
78,511
15.73
38,771
7.77
7.44
16,767
3.36
Multi-Sector Holdings(1)
The following table shows the fair value of the Company's portfolio of investments by industry as of December 31, 2024 (in thousands):
233,431
45.35
218,688
42.48
160,104
31.10
116,720
22.67
114,650
22.26
76,911
14.94
50,729
9.86
40,560
7.88
40,354
7.84
15,382
2,910
0.56
0.07
0.03
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 June 30, 2025, the Company had no realized gains or losses from its investments in warrants. For the six months ended June 30, 2025, the company had a net realized loss of $1.3 million from its investments in warrants. For the three and six months ended June 30, 2025, the Company had a net change in unrealized gain of $0.1 million and $0.9 million, respectively, from its investments in warrants. For the three and six months ended June 30, 2024, the Company had no realized gains or losses and a net change in unrealized loss of $0.5 million and $0.8 million, respectively, 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 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 the Consolidated Statements of Operations.
36
The Company enters into foreign currency forward contracts from time to time to help mitigate the impact that an adverse change in foreign exchange rates would have on the value of the Company's investments denominated in foreign currencies and related interest income. Derivative contracts entered into by the Company are not designated as hedging instruments. Unrealized gain (loss) from the Company's foreign currency forward contracts are recorded within "Net change in unrealized gain (loss) on forward contracts and foreign currency transactions" on the Consolidated Statements of Operations. Realized gain (loss) from the Company's foreign currency forward contracts are recorded within "Net realized gain (loss) on forward contracts and foreign currency transactions" on the Consolidated Statements of Operations.
The following table shows the Company's outstanding foreign currency forward contracts as of June 30, 2025 (in thousands):
There were no foreign currency forward contracts as of December 31, 2024.
Offsetting of Derivative Instruments
The Company has derivative instruments that are subject to master netting agreements. These agreements include provisions to offset positions with the same counterparty in the event of default by either party. The Company’s unrealized loss on derivative instruments is reported as "Foreign currency forward contracts" on the Consolidated Statements of Assets and Liabilities. The following table presents the Company’s liabilities related to derivatives by counterparty, net of amounts available for offset under a master netting arrangement and net of any collateral received or pledged by the Company for such assets and liabilities as of June 30, 2025:
Derivative Liabilities Subject to Master Netting Agreement
Derivatives Available for Offset
Non-cash Collateral Pledged
Cash Collateral Pledged
Net Amount of Derivative Liabilities (1)
There were no liabilities related to derivatives available for offset as of December 31, 2024.
37
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 June 30, 2025 and December 31, 2024 (in thousands):
Level 1
Level 2
Level 3
Measured at Net Asset Value(1)
Portfolio Investments
Senior Secured Loans
941,705
Second Lien Loans
20,778
Convertible Notes
Preferred Stock/Units
39,549
Common Stock/Units
402
420
Equity Interest
363
14,137
Total Portfolio Investments
1,018,182
Cash equivalents
5,542
Foreign Currency Forward Contract
5,944
(996
1,029,134
950,092
20,152
73,460
82,641
2,817
2,833
430
13,752
11,998
1,058,670
4,026
16,024
1,080,866
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. During the six months ended June 30, 2025, the Company's preferred stock investment in CareCloud, Inc., valued at $9.2 million at the beginning of the reporting period, was reclassified from Level 2 to Level 3 due to delisting from the NASDAQ stock exchange. During the six months ended June 30, 2024, the Company had warrant investments in portfolio companies that went public, resulting in asset transfers out of Level 3 and into Level 2 at the fair value of approximately $50 thousand.
38
The following table presents a rollforward of Level 3 assets measured at fair value as of June 30, 2025 (in thousands):
Fair value at December 31, 2024
Transfers in (out) of Level 3
Purchases of investments(1)
49,499
2,773
767
54,039
PIK interest
6,977
7,353
Sales or prepayments of investments(1)
(61,906
(99,261
Scheduled principal repayments of investments
(7,895
Amortization of fixed income premiums or accretion of discounts and ETP
80
4,106
(1,083
6,671
2,413
170
(17,765
701
(14,682
Fair value at June 30, 2025
Net change in unrealized gain (loss) on Level 3 investments still held as of June 30, 2025
3,171
(8,510
(5,574
The following table presents a rollforward of Level 3 assets measured at fair value as of June 30, 2024 (in thousands):
Fair value at December 31, 2023
964,099
14,399
1,357
26,285
872
12,838
1,020,800
(51
96,069
2,966
99,035
6,718
145
6,863
Sales or prepayments of investments
(59,761
Scheduled repayments of investments
(1,746
5,803
62
5,865
(10,520
(137
(800
(33
(743
(703
(12,926
Fair Value at June 30, 2024
1,000,662
14,469
26,252
129
960
15,050
1,058,079
Net change in unrealized gain (loss) on Level 3 investments still held as of June 30, 2024
(10,426
(32
(745
(12,833
39
The following table provides quantitative information regarding Level 3 fair value measurements as of June 30, 2025 (in thousands):
Description
Valuation Technique
Unobservable Inputs
Range (Weighted Average)
Senior Secured Loans(1)
726,294
Discounted Cash Flow Analysis
Discount rate
12.4% - 24.7% (15.3%)
Origination yield
11.9% - 19.1% (13.5%)
Revenue multiples
1.01x - 139.64x (6.85x)
215,411
PWERM
12.7% - 46.6% (19.9%)
13.3% - 29.9% (16.3%)
0.25x - 5.11x (3.09x)
Second Lien Loans(1)
19.5% - 20.7% (20.3%)
13.0% - 18.4% (14.6%)
Revenue Multiples
2.51x - 3.20x (2.71x)
Discounted Cash Flow Analysis (6)
39,004
Current Value Method (5)
Risk-free interest rate
3.9% - 3.9% (3.9%)
Average industry volatility
50.0% - 80.0% (57.7%)
Estimated time to exit
2.0 - 3.0 (2.7 years)
545
Option Pricing Model
3.9% - 4.0% (3.9%)
30.0% - 50.0% (47.0%)
3.0 - 4.2 (3.2 years)
3.05x - 3.20x (3.08x)
50.0% - 50.0% (50.0%)
3.0 - 3.0 (3.0 years)
PWERM (4)
Warrants(2)
10,417
3.9% - 4.1% (3.9%)
22.5% - 107.5% (49.0%)
1.0 - 3.3 (2.9 years)
1.35x - 139.64x (3.69x)
3,668
PWERM (3)
Current Value Method
3.4 - 3.4 (3.4 years)
1.84x - 1.84x (1.84x)
Total Level 3 Investments
The following table provides quantitative information regarding Level 3 fair value measurements as of December 31, 2024 (in thousands):
944,513
10.2% - 45.7% (15.6%)
11.1% - 29.9% (13.9%)
0.28x - 15.25x (4.22x)
40.0% - 40.0% (40.0%)
18.6% - 18.6% (18.6%)
1.25x - 1.25x (1.25x)
Waterfall Approach (5)
4.1% - 4.1% (4.1%)
52.5% - 52.5% (52.5%)
3.75x - 3.75x (3.75x)
18.6% - 19.2% (19.1%)
13.0% - 18.4% (14.5%)
1.90x - 2.85x (2.17x)
37,897
Option Pricing Model (6)
45.0% - 62.5% (45.1%)
3.0 - 4.7 (3.0 years)
2.82x - 12.87x (12.76x)
62.5% - 62.5% (62.5%)
10,860
4.1% - 4.3% (4.1%)
22.5% - 110.0% (47.7%)
1.0 - 3.8 (2.9 years)
1.27x - 8.89x (3.41x)
2,802
Waterfall Approach
1.93x - 1.93x (1.93x)
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, August 2027 Notes, and April 2028 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 $25.10 and $25.20 per share as of June 30, 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 June 30, 2025 and December 31, 2024 (in thousands):
Fair Value Hierarchy
Carrying Value
Credit Facility
254,164
278,969
April 2026 Notes
24,895
25,621
July 2027 Notes
79,366
80,822
December 2027 Notes
50,834
52,164
April 2028 Notes
106,689
90,193
132,986
394,783
527,769
308,449
321,785
24,839
25,616
December 2026 Notes
69,630
65,512
79,116
80,114
August 2027 Notes
19,628
20,054
50,670
51,957
132,071
432,967
565,038
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 June 30, 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 June 30, 2025 and December 31, 2024, the Company’s five largest debt investments in portfolio companies represented 29.4% and 28.8%, respectively, of the total fair value of the Company’s debt investments in portfolio companies. As of June 30, 2025 and December 31, 2024, the Company had debt investments in 19 and 20 portfolio companies, respectively, that represented 5% or more of the Company’s net assets.
42
The following table shows the Company's borrowings as of June 30, 2025 and December 31, 2024 (in thousands):
Total Commitment
Face Value
Unamortized DFC
550,000
(4,836
(105
80,500
(1,134
51,750
(916
(311
814,250
523,250
(2,551
(161
70,000
(370
(1,384
(372
(1,080
797,250
558,250
For the three months ended June 30, 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 (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 June 30, 2025
5,004
326
537
5,867
8.77
534
567
9.08
214
272
20.20
1,510
1,659
364
94.69
1,035
99
1,134
8.76
1,875
1,901
7.61
10,043
1,184
8.85
Three Months Ended June 30, 2024
5,008
481
828
6,317
10.71
568
744
56
800
4.57
1,660
350
7.70
102
1,137
8.79
858
9.02
For the six months ended June 30, 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 (in thousands):
Six Months Ended June 30, 2025
9,731
782
1,093
11,606
8.88
1,068
—
9.09
802
273
1,075
5.73
3,019
294
3,313
8.23
372
749
13.98
2,070
200
2,270
7.57
18,942
8.53
Six Months Ended June 30, 2024
10,015
961
1,669
12,645
10.74
1,132
9.05
1,488
111
1,599
700
770
2,268
18,360
9.00
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, 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 June 30, 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 and six months ended June 30, 2025, the weighted average outstanding principal balance was $267.6 million and $261.4 million, respectively, and the weighted average effective interest rate was 7.50% and 7.51%, respectively. For the three and six months ended June 30, 2024, the weighted average outstanding principal balance was $236.0 million and $235.5 million, respectively, the weighted average effective interest rate was 8.51% and 8.53%, respectively.
44
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 repaid in full by the Company on April 7, 2025 and are no longer outstanding. 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 April 2026 Notes are subject to a 1.00% increase in the interest rate in the event that, subject to certain exceptions, the April 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 April 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.
The December 2026 Notes bore an interest rate of 4.25% per year and were 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. The December 2026 Notes were repaid in full by the Company on April 7, 2025 and are no longer outstanding. Interest on the December 2026 Notes was 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 December 31, 2024, unamortized deferred financing costs related to the December 2026 Notes were $0.4 million, of which $0.3 million were expensed during the six months ended June 30, 2025 and $0.1 million were transferred to deferred financing costs of the April 2028 Notes, as defined below.
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 is 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 June 30, 2025 and December 31, 2024, unamortized deferred financing costs related to the April 2026 Notes were $0.1 million and $0.2 million, respectively.
On July 28, 2022, the Company issued and sold $80.5 million in aggregate principal amount of 7.50% interest-bearing unsecured Notes due July 28, 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.
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 June 30, 2025 and December 31, 2024, unamortized deferred financing costs related to the July 2027 Notes were $1.1 million and $1.4 million, respectively.
45
On August 31, 2022, the Company completed 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 were 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. The August 2027 Notes were repaid in full by the Company on April 7, 2025 and are no longer outstanding.
Interest on the August 2027 Notes was due semiannually in arrears on February 15 and August 15 of each year. The August 2027 Notes were general unsecured obligations of the Company that ranked 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 December 31, 2024, unamortized deferred financing costs related to the August 2027 Notes were $0.4 million, which were fully expensed upon repayment of the 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 December 28, 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.
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 June 30, 2025 and December 31, 2024, unamortized deferred financing costs related to the December 2027 Notes were $0.9 million and $1.1 million, respectively.
On April 7, 2025, the Company completed a private debt offering of $107.0 million in aggregate principal amount of 7.51% interest-bearing unsecured Series 2025A Senior Notes due 2028 (the "April 2028 Notes") to institutional accredited investors (as defined in Regulation D under the Securities Act). The April 2028 Notes are due on April 7, 2028, unless redeemed, purchased or prepaid prior to such date by the Company or its affiliates in accordance with their terms.
Interest on the April 2028 Notes will be due semiannually in arrears on April 7 and October 7 of each year. The April 2028 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 April 2028 Notes issuance were $0.3 million, and were capitalized and deferred. As of June 30, 2025, unamortized deferred financing costs related to the April 2028 Notes were $0.3 million.
46
Commitments
The following table provides the Company’s contractual obligations as of June 30, 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
Borrowings (2)
Total Borrowings
239,250
Deferred Incentive Fees
3,875
5,831
2,429
84
12,219
27,516
245,081
261,429
534,110
2,584
4,886
2,562
10,116
563,136
568,366
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.
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 $164.9 million and $176.7 million as of June 30, 2025 and December 31, 2024, respectively, shown in the table below (in thousands):
Senior Secured Term Loan
13,000
2,000
12,000
14,000
10,000
7,500
1,667
38,982
Joint Venture
5,000
Senior Secured Revolver
22,500
1,321
5,333
Total unused commitments to extend financing
164,870
176,715
The Company may also enter into foreign currency forward contracts to mitigate its exposure to foreign currency fluctuations associated with certain investments denominated in foreign currencies. While these contracts are recognized on the Consolidated Statements of Assets and Liabilities at fair value in accordance with ASC 815, they are also considered off-balance sheet arrangements because they may result in future cash payments or receipts that are not fully reflected in the financial statements as of June 30, 2025. As of June 30, 2025, the Company had outstanding forward currency contracts with a total notional amount of $29.8 million to purchase foreign currencies. For more information on the contracts and related maturities, refer to "Note 4 - Investments." There were no foreign currency forward contracts as of December 31, 2024.
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".
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 was authorized to 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. The Company repurchased 1,199,867 shares in connection with the Third Repurchase Program for an aggregate purchase price of $12.5 million, exhausting the full approved amount of repurchases under the program.
On May 7, 2025, the Board of Directors approved a share repurchase program (the "Fourth Repurchase Program"), under which the Company may 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. If not renewed, the Fourth Repurchase Program will terminate upon the earlier of (i) May 7, 2026 or (ii) the repurchase of $25.0 million of the Company's shares of common stock. From the inception of the Fourth Repurchase Program through June 30, 2025, the Company repurchased 815,408 shares for an aggregate purchase price of $8.1 million.
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 and six months ended June 30, 2025, the Company declared dividends in the amount of $13.1 million and $26.5 million, respectively, of which $12.8 million and $26.0 million, respectively, were distributed in cash, with the remainder distributed in the form of 60,716 and 60,716 shares, respectively, of the Company's common stock purchased by the Company in the open market and distributed to stockholders pursuant to the Dividend Reinvestment Plan. For the three and six months ended June 30, 2024, the Company declared and paid dividends in the amount of $18.5 million and $37.6 million, respectively, of which $18.2 million and $37.0 million, respectively, were distributed in cash, with the remainder distributed in the form of 24,066 and 44,597 shares, respectively, of the Company's common stock purchased by the Company in the open market and distributed to stockholders pursuant to the Dividend Reinvestment Plan.
The following table summarizes the distributions declared and paid since inception through June 30, 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
August 15, 2018
August 31, 2018
0.25
November 1, 2018
October 31, 2018
November 15, 2018
0.35
March 22, 2019
March 26, 2019
0.40
May 2, 2019
May 7, 2019
May 21, 2019
Supplemental
May 31, 2019
July 16, 2019
0.46
July 30, 2019
August 5, 2019
August 26, 2019
September 27, 2019
September 30, 2019
November 12, 2019
0.04
December 9, 2019
December 10, 2019
December 23, 2019
March 5, 2020
March 6, 2020
March 20, 2020
May 7, 2020
May 8, 2020
May 21, 2020
August 5, 2020
August 6, 2020
August 20, 2020
0.36
October 1, 2020
November 12, 2020
March 4, 2021
March 5, 2021
March 19, 2021
April 29, 2021
April 30, 2021
May 13, 2021
July 19, 2021
July 20, 2021
August 12, 2021
0.34
October 28, 2021
November 8, 2021
November 22, 2021
February 24, 2022
March 8, 2022
March 22, 2022
0.27
April 28, 2022
May 10, 2022
May 24, 2022
0.30
July 28, 2022
August 9, 2022
August 23, 2022
0.33
October 27, 2022
November 8, 2022
November 22, 2022
February 23, 2023
March 7, 2023
March 21, 2023
0.05
May 2, 2023
May 15, 2023
May 31, 2023
August 1, 2023
August 15, 2023
August 31, 2023
November 1, 2023
November 13, 2023
November 28, 2023
0.06
February 1, 2024
February 12, 2024
February 28, 2024
April 30, 2024
May 10, 2024
May 24, 2024
July 30, 2024
August 12, 2024
August 26, 2024
November 5, 2024
November 18, 2024
December 2, 2024
March 20, 2025
March 31, 2025
April 14, 2025
May 7, 2025
May 19, 2025
June 3, 2025
0.02
11.34
50
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 June 30, 2025 and the year ended December 31, 2024 (in thousands):
Tax cost on investments
1,065,060
1,100,345
Change in unrealized gain on a tax basis
35,878
23,787
Change in unrealized loss on a tax basis
(75,987
(47,292
Net unrealized gain (loss) on a tax basis
(40,109
(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 June 30, 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.
51
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.
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.
The following table sets forth the financial highlights for the six months ended June 30, 2025 and 2024 (in thousands, except for per share data and ratios):
Per Share Data(1):
Net asset value at beginning of period
13.50
0.12
(0.41
(0.33
Total from investment operations
Distributions
(0.71
(0.94
Accretion (dilution), net (2)
0.08
Net asset value at end of period
13.14
Ratio/Supplemental Data:
Total return based on net asset value(3)
4.21
4.30
Total return based on market value(4)
4.38
0.63
Ratio of net investment income to average net assets(5)(6)
11.64
12.56
Ratio of total operating expenses to average net assets(5)(6)
16.15
15.46
Ratio of total operating expenses, excluding incentive fees, to average net assets(5)
13.21
12.32
Ratio of net increase (decrease) in net assets resulting from operations to average net assets(5)(6)
7.35
7.68
Portfolio turnover rate(7)
5.27
5.86
Net assets at beginning of period
Net assets at end of period
Weighted average net assets
512,080
532,513
Weighted average shares outstanding for the period, basic
53
The Company evaluated events subsequent to June 30, 2025 through August 7, 2025. There have been no subsequent events that occurred during such period that would require recognition or disclosure, except as disclosed below.
On August 6, 2025, the Board of Directors declared a regular distribution of $0.33 per share and a supplemental distribution of $0.03 per share for stockholders of record as of August 18, 2025, each payable on or before September 2, 2025.
Recent Portfolio Activity
From July 1, 2025 through August 7, 2025, the Company completed $20.0 million of additional debt commitments, of which $16.8 million was funded upon closing. In addition, the Company funded $0.3 million in unfunded commitments on existing investments. The Company also received $22.4 million in debt prepayments and $0.2 million in proceeds from the sale of equity positions.
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:
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 Company's 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 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
At June 30, 2025, we had investments in 54 companies, representing 24 companies in which we held debt and warrant investments, 2 companies in which we held debt investments and shares of common stock/units, preferred stock/units, or a combination with warrants, 5 companies in which we held a debt investment only, 14 companies in which we held warrant investments only, and 9 companies in which we held shares of common stock/units, preferred stock/units, equity interests, convertible notes, 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/units, preferred stock/units, 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/units, preferred stock/units, equity interests, or a combination thereof with warrants.
The following table shows the fair value of our investments, by asset class, as of June 30, 2025 and December 31, 2024 (in thousands):
Cost
% of Total Portfolio
955,354
91.88
2.03
0.10
51,920
3.86
6,534
0.68
1.41
100.00
966,155
88.24
20,445
1.87
77,247
7.67
9,141
0.26
0.64
24,345
1.32
For the three and six months ended June 30, 2025, our debt investment portfolio had a dollar-weighted annualized yield of 15.4% and 15.1%, respectively. For the three and six months ended June 30, 2024, our debt investment portfolio had a dollar-weighted annualized yield of 15.1% and 15.9%, respectively. 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 June 30, 2025, our debt investments had a dollar-weighted average term of 56 months at origination and a dollar-weighted average remaining term of 31 months, or approximately 2.6 years. As of June 30, 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%.
57
The following table shows our dollar-weighted annualized yield by investment type for the three and six months ended June 30, 2025 and 2024:
Fair Value(1)
Cost(2)
Investment type:
Debt investments
15.40
15.05
15.13
15.91
15.08
14.75
15.64
Equity interest
1.31
1.60
0.11
0.89
1.17
All investments
14.54
14.30
14.26
15.15
13.87
13.64
13.68
14.51
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 six months ended June 30, 2025, we funded $34.4 million in two new portfolio companies and $19.6 million in four existing portfolio companies, net of upfront loan origination fees and refinances. We also received $100.0 million in sales and prepayments from four portfolio companies and $7.9 million in scheduled principal repayments from three portfolio company. Of the sales and prepayments, $38.1 million in proceeds was from the termination of warrants, sale of preferred stock/units, sale of equity interest, or sale of common stock/units. During the six months ended June 30, 2024, we funded $94.4 million in three new portfolio companies, $0.7 million in one joint venture, and $5.0 million in one existing portfolio company, net of upfront loan origination fees and refinances. We also received $59.8 million in loan prepayments from three portfolio companies and $1.7 million in scheduled principal payments from one portfolio company. There were no proceeds from the termination of warrants, sale of preferred stock/units, sale of equity interest, or sale of common stock/units during the six months ended June 30, 2024.
Portfolio Reconciliation
The following is a reconciliation of our investment portfolio for the six months ended June 30, 2025 and 2024 (in thousands):
Beginning investment portfolio
1,067,009
100,025
Sales and prepayments of investments
(99,978
Sales and maturities of U.S. Treasury Bills
(42,029
Amortization of fixed income premiums or accretion of discounts
5,880
Ending investment portfolio
1,063,324
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:
InvestmentRating
Rating Definition
Performing above plan and/or strong enterprise profile, value, financial performance/coverage. Maintaining full covenant and payment compliance as agreed.
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.
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.
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.
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 June 30, 2025 and December 31, 2024 (in thousands):
Investment Rating
Number of Portfolio Companies
2.18
2.53
676,831
66.05
671,839
62.39
223,783
21.83
231,488
21.50
3.62
3.17
5,580
93.91
970,244
90.11
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.
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," "Net realized gain (loss) on investments" and "Net change in unrealized gain (loss) on investments." "Net investment income" 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 and Six Months Ended June 30, 2025 and 2024
The following table compares the results of our operations for the three and six months ended June 30, 2025 and 2024 (in thousands):
Per Share(1)
Interest, fee and dividend income
34,979
0.94
34,052
0.87
70,188
1.89
73,933
1.86
0.01
0.95
1.90
0.09
0.28
0.59
0.55
0.57
1.11
1.03
Realized gain (loss)
(0.04
(0.16
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 June 30, 2025 and 2024 was $35.1 million and $34.2 million, respectively, and includes non-recurring income of $1.3 million and $0.4 million, respectively. Non-recurring income includes, but is not limited to, acceleration of unaccreted OID and ETP, prepayment fees, and amendment fees. The increase in investment income for the three
60
months ended June 30, 2025 compared to the three months ended June 30, 2024 was primarily due to an increase in PIK income and dividend income, offset by a slight decrease in cash interest income due to falling interest rates.
Investment income for the six months ended June 30, 2025 and 2024 was $70.5 million and $74.2 million, respectively, and includes non-recurring income of $3.2 million and $4.2 million, respectively. Non-recurring income includes, but is not limited to, acceleration of unaccreted OID and ETP, prepayment fees, and amendment fees. The decrease in investment income for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 was primarily due to a decrease in interest income due to falling interest rates.
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:
61
Operating expenses for the three months ended June 30, 2025 and 2024 were $21.2 million and $19.6 million, respectively. Operating expenses increased for the three months ended June 30, 2025 from the three months ended June 30, 2024 primarily due to an increase in interest and other debt financing expenses, excise tax expenses, and professional fees. Operating expenses per share for the three months ended June 30, 2025 and 2024 were $0.57 and $0.50, respectively.
Operating expenses remained relatively unchanged for the six months ended June 30, 2025 and 2024 at $41.0 million and $40.9 million, respectively. Operating expenses per share for the six months ended June 30, 2025 and 2024 were $1.11 and $1.03, respectively.
Management fees remained relatively unchanged for the three months ended June 30, 2025 and 2024 at $3.9 million and $3.9 million, respectively. Management fees per share for the three months ended June 30, 2025 and 2024 were $0.11 and $0.10 per share, respectively.
Management fees remained relatively unchanged for the six months ended June 30, 2025 and 2024 at $8.0 million and $7.9 million, respectively. Management fees per share for the six months ended June 30, 2025 and 2024 were $0.21 and $0.20 per share, respectively.
Incentive fees for the three months ended June 30, 2025 and 2024 were $3.5 million and $3.6 million, respectively. Incentive fees remained relatively unchanged for the three months ended June 30, 2025 from the three months ended June 30, 2024. For the three months ended June 30, 2025, $2.3 million of the incentive fees were payable in cash and $1.2 million were deferred and accrued. For the three months ended June 30, 2025, $2.9 million of the incentive fees were payable in cash and $0.7 million were deferred and accrued. Incentive fees per share for the three months ended June 30, 2025 and 2024 were $0.09 and $0.09, respectively.
Incentive fees for the six months ended June 30, 2025 and 2024 were $7.5 million and $8.3 million, respectively. Incentive fees decreased for the six months ended June 30, 2025 from the six months ended June 30, 2024 due to a decrease in net investment income. For the six months ended June 30, 2025, $5.4 million of the incentive fees were payable in cash and $2.1 million were deferred and accrued. For the six months ended June 30, 2024, $6.5 million of the incentive fees were payable in cash and $1.8 million were deferred and accrued. Incentive fees per share for the six months ended June 30, 2025 and 2024 were $0.20 and $0.20, respectively.
Net Investment Income
Net investment income for the three months ended June 30, 2025 and 2024 was $13.9 million and $14.6 million, respectively. Net investment income decreased for the three months ended June 30, 2025 from the three months ended June 30, 2024 primarily due to an increase in total operating expenses, offset by an increase in investment income. Net investment income per share for the three months ended June 30, 2025 and 2024 was $0.38 and $0.37, respectively.
Net investment income for the six months ended June 30, 2025 and 2024 was $29.5 million and $33.3 million, respectively. Net investment income decreased for the six months ended June 30, 2025 from the six months ended June 30, 2024 primarily due to a decrease in investment income. Net investment income per share for the six months ended June 30, 2025 and 2024 was $0.79 and $0.84, respectively.
Net Realized Gain (Loss) on Investments
The net realized loss on investments of $1.5 million for the three months ended June 30, 2025 was attributable to a realized loss on our senior secured term loan investment in JobGet Holdings, Inc. (fka Snagajob.com, Inc.) upon conversion to equity. There were no net realized gains or losses on investments for the three months ended June 30, 2024.
The net realized loss on investments of $4.5 million for the six months ended June 30, 2025 was attributable to a realized gain on our investment in Gynesonics, Inc. partially offset by realized losses on our investments in Quantum Corporation and JobGet Holdings, Inc. (fka Snagajob.com, Inc.). There were no net realized gains or losses on investments for the six months ended June 30, 2024.
Net Change in Unrealized Gain (Loss) on Investments
Net change in unrealized gain on investments of $4.4 million for the three months ended June 30, 2025 was primarily due to an increase in fair value of our investments in Blueshift Labs, Inc, Hurricane Cleanco Limited, FiscalNote Inc., and Kin Insurance, Inc. The increase in fair value was partially offset by a decrease in the fair value of our investments in 3PL Central LLC and Marley Spoon SE. Net change in unrealized loss on investments of $6.3 million for the three months ended June 30, 2024 was primarily due to a decrease in the fair value of our convertible note investment in Snagajob.com, Inc., our senior secured loans to Snagajob.com, Inc., Vesta Payment Solutions, Inc., and FiscalNote, Inc., offset by increases in our preferred stock investment in Carecloud, Inc., and our senior secured loan to Cloudpay, Inc.
Net change in unrealized loss on investments of $15.4 million for the six months ended June 30, 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, accompanied by an increase in fair value of our investments in Blueshift Labs, Inc., Hurricane Cleanco Limited, FiscalNote Inc., and Kin Insurance, Inc. The net change in unrealized loss on investments of $12.9 million for the six months ended June 30, 2024 was primarily due to a decrease in the fair value of our convertible note and senior secured loan to Snagajob.com, Inc., our senior secured loans to FiscalNote, Inc., and Vesta Payment Solutions, Inc., and our common stock investment in Coginiti Corp.
Net Increase (Decrease) in Net Assets Resulting from Operations
We had a net increase in net assets resulting from operations of $16.8 million for the three months ended June 30, 2025 when compared to a net increase in net assets resulting from operations of $8.3 million for the three months ended June 30, 2024.
We had a net decrease in net assets resulting from operations of $18.7 million for the six months ended June 30, 2025 when compared to a net increase in net assets resulting from operations of $20.3 million for the six months ended June 30, 2024.
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 and six months ended June 30, 2025 and 2024, we primarily 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 six months ended June 30, 2025, our operating activities provided $73.3 million of cash and cash equivalents, compared to $30.0 million in cash and cash equivalents provided by operating activities during the six months ended June 30, 2024. The $43.3 million increase in cash and cash equivalents provided by operating activities was primarily due to a decrease in purchases of investments.
During the six months ended June 30, 2025, our financing activities used $73.1 million of cash and cash equivalents, compared to $24.1 million of cash and cash equivalents used in financing activities during the six months ended June 30, 2024. The $48.9 million increase in cash and cash equivalents used in financing activities was primarily due to decreased net borrowing activity of $72.0 million offset by an increase in share repurchases of $23.5 million.
As of June 30, 2025, our net assets totaled $498.9 million, with a net asset value per share of $13.66. 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.
63
Available Liquidity and Capital Resources
As of June 30, 2025, we had $297.0 million in available liquidity, including $6.0 million in cash and cash equivalents, and $291.0 million available under our Credit Facility, subject to borrowing base capacity. As of June 30, 2025, we had $259.0 million of secured debt outstanding under our Credit Facility, which is a floating interest rate obligation and $264.3 million of unsecured debt outstanding under the 2026, 2027, and 2028 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 June 30, 2025 and December 31, 2024, our asset coverage ratio was 195% 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.
Commitments and Obligations
Our significant contractual payment obligations relate to our borrowings and deferred incentive fees. As of June 30, 2025, we had $523.3 million in debt outstanding, $25.0 million of which was due within the next year, $239.3 million within 1 to 3 years, and $259.0 million beyond 3 years. As of June 30, 2025, we had $12.2 million of deferred incentive fees, $3.9 million of which was due within the next year, $5.8 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 June 30, 2025, we had a total of $164.9 million in unfunded commitments which was comprised of $135.5 million to provide debt financing to our portfolio companies and $29.4 million in unfunded commitments to provide equity financing to 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 June 30, 2025, we had $35.7 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 June 30, 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.
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 were authorized to 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. We repurchased 1,199,867 shares
in connection with the Third Repurchase Program for an aggregate purchase price of $12.5 million, exhausting the full approved amount of repurchases under the program.
On May 7, 2025, our Board of Directors approved a share repurchase program (the "Fourth Repurchase Program"), under which we may 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. If not renewed, the Fourth Repurchase Program will terminate upon the earlier of (i) May 7, 2026 or (ii) the repurchase of $25.0 million of our shares of common stock. From the inception of the Fourth Repurchase Program through June 30, 2025, we repurchased 815,408 shares for an aggregate purchase price of $8.1 million.
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 and six months ended June 30, 2025, we declared dividends in the amount of $13.1 million and $26.5 million, respectively, of which $12.8 million and $26.0 million, respectively, were distributed in cash with the remainder distributed in the form of 60,716 and 60,716 shares, respectively, of the our common stock purchased by us in the open market and distributed to stockholders pursuant to the Dividend Reinvestment Plan. For the three and six months ended June 30, 2024, we declared and paid dividends in the amount of $18.5 million and $37.6 million, respectively, of which $18.2 million and $37.0 million, respectively, were distributed in cash with the remainder distributed in the form of 24,066 and 44,597 shares, respectively, of the our common stock purchased by us in the open market and distributed to stockholders pursuant to the 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.
Recent Developments
We evaluated events subsequent to June 30, 2025 through August 7, 2025. There have been no subsequent events that occurred during such period that would require recognition or disclosure, except as disclosed below.
On August 6, 2025, our Board of Directors declared a regular distribution of $0.33 per share and a supplemental distribution of $0.03 per share for our stockholders of record as of August 18, 2025, each payable on or before September 2, 2025.
From July 1, 2025 through August 7, 2025, we completed $20.0 million of additional debt commitments, of which $16.8 million was funded upon closing. In addition, we funded $0.3 million in unfunded commitments on existing investments. We also received $22.4 million in debt prepayments and $0.2 million in proceeds from the sale of equity positions.
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.
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.
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 June 30, 2025, 96.7% 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 $17.3 million and decrease our investment income by a maximum of $10.9 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 foreign currency 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 limit our ability to participate in benefits of lower interest rates with respect to our portfolio of investments with fixed interest rates. As of June 30, 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.
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.
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.
PART II. OTHER INFORMATION
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.
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 June 30, 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 Company's 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.
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 Fourth Repurchase Program, we have maintained repurchase plans in accordance with Rule 10b5-1 (the "Rule 10b5-1 Plan") promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). During the three and six months ended June 30, 2025, we repurchased 815,408 shares under the Fourth Repurchase Program. Future repurchases may be made as open market or privately negotiated transactions as described above. We have no obligation to repurchase stock under the Fourth Repurchase Program and may suspend or terminate the Fourth Repurchase Program at any time. As of June 30, 2025, the approximate dollar value of shares that may yet be repurchased under the Fourth Repurchase Program was $16.9 million.
None.
Not applicable.
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.
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)
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 *
The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 has been formatted in Inline XBRL.*
* Filed herewith.
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.
Date: August 7, 2025
By:
/s/ R. David Spreng
R. David Spreng
President, Chief Executive Officer
(Principal Executive Officer)
/s/ Thomas B. Raterman
Thomas B. Raterman
Chief Financial Officer, Treasurer and Secretary
(Principal Financial and Accounting Officer)