Runway Growth Finance Corp美股招股说明书(2026-01-27版)

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. We invest in senior secured term loans and other senior debt obligationsand may on occasion invest in second lien loans. We have and expect to continue to acquire warrants and other equity securities from portfolio companies inconnection with our investments in loans to these companies. Our investment objective is to maximize our total return to our stockholders primarily through currentincome on our loan portfolio, and secondarily through capital gains on our warrants and other equity positions. We are a closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the InvestmentCompany Act of 1940, as amended (the “1940 Act”). We have elected to be treated, and intend to qualify annually, as a regulated investment company (“RIC”) underthe Internal Revenue Code of 1986, as amended (the “Code”) for U.S. federal income tax purposes. As a BDC and a RIC, we are required to comply with certainregulatory requirements. We are offering $in aggregate principal amount of% notes due 2031 (the “Notes”). The Notes will mature on, 2031. We will payinterest on the Notes on,,andof each year, beginning on, 2026. We may redeem the Notes in whole or in part at anytime or from time to time on or after, at our sole option at $25. Holders of the Notes will not have the option to have the Notes repaid prior to the statedmaturity. The Notes will be issued in minimum denominations of $25 and integral multiples of $25 in excess thereof. The Notes will be our direct unsecured obligations and rank equal in right of payment with all outstanding and future unsecured, unsubordinated indebtednessissued by us. Because the Notes will not be secured by any of our assets, they will be effectively subordinated to all of our existing and future secured indebtedness (orany indebtedness that is initially unsecured as to which we subsequently grant a security interest) to the extent of the value of the assets securing such indebtedness.The Notes will be structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries because the Notes will beobligations exclusively of Runway Growth Finance Corp. and not of any of our subsidiaries. We intend to list the Notes on the Nasdaq Global Select Market (“Nasdaq”) and we expect trading in the Notes on Nasdaq to begin within 30days of theoriginal issue date. The Notes are expected to trade “flat,” which means that purchasers will not pay, and sellers will not receive, any accrued and unpaid interest onthe Notes that is not reflected in the trading price. Currently, there is no public market for the Notes. The underwriters may also purchase up to an additional $aggregate principal amount of Notes offered hereby, within 30days of the date of thisprospectus supplement, to cover overallotments. If the underwriters exercise this overallotment option in full, the net proceeds to us, after payment of underwritingcommissions but before deducting other expenses payable by us, will be $. We are an “emerging growth company,” as defined in Section2(a) of the Securities Act of 1933, as amended (the “Securities Act”). As a result, we are subjectto reduced public company reporting requirements and intend to take advantage of the extended transition period provided in Section7(a)(2)(B) of the Securities Act. Investing in our securities is highly speculative and involves a high degree of risk, and you could lose your entire investment if any of the risks occur. Before buyingany Notes, you should read the material risks described in the “Supplementary Risk Factors” section beginning on pageS-14of this prospectus supplement and “RiskFactors” beginning on page18of the accompanying prospectus and in our most recent Annual Report on Form 10-K, our most recent Quarterly Report on Form 10-Q aswell as any of our subsequent SEC filings incorporated by reference herein. The individual securities in which we invest will not be rated by any rating agency. If they were,they would be rated as below investment grade or “junk.” Indebtedness of below investment grade quality has predominantly speculative characteristics with respect to theissuer’s capacity to pay interest and repay principal. This prospectus supplement, the accompanying prospectus, any free writing prospectus, and the documents incorporated by reference in this prospectussupplement and the accompanying prospectus contain important information you should know before investing in the Notes, including information about risks. Pleaseread these documents before you invest and retain them for future reference. Additional information about us, including our annual, quarterly and current reports andproxy statements, has be