Runway Growth Finance Corp美股招股说明书(2026-03-24版)

This supplement contains information that amends, supplements or modifies certain information contained in the prospectus ofRunway Growth Finance Corp. (“RWAY”), dated March 3, 2026 (the “Prospectus”), and the definitive proxy statement of SWKHoldings Corporation (“SWK”), dated March 3, 2026 (the “Proxy Statement” and, together with the Prospectus, the “ProxyStatement/Prospectus”). This supplement is part of, and should be read in conjunction with, the Proxy Statement/Prospectus. TheProxy Statement/Prospectus has been filed with the U.S. Securities and Exchange Commission (the “SEC”), and is available free ofchargeat www.sec.gov or on RWAY’s website at https://investors.runwaygrowth.com/or on SWK’s website athttps://www.swkholds.com/. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in theProxy Statement/Prospectus. RWAY and SWK make the disclosures below to supplement those contained in the ProxyStatement/Prospectus. In doing so, RWAY and SWK do not admit the legal necessity or materiality under applicable laws of any ofthe disclosures set forth herein. COMPARATIVE FEES AND EXPENSES The following table is intended to assist SWK Stockholders in understanding the costs and expenses that an investor in shares ofRWAY Common Stock or SWK Common Stock bears directly or indirectly and, based on the assumptions set forth below, the proforma costs and expenses estimated to be incurred by the Combined Company in the first year following completion of theMergers.We caution you that some of the percentages indicated in the table below are estimates and may vary.Except wherethe context suggests otherwise, whenever this document contains a reference to fees or expenses paid or to be paid by “you,”“RWAY” or “SWK,” stockholders will indirectly bear such fees or expenses as investors in RWAY or SWK, as applicable. Thetable below is based on information as of December 31, 2025 for each party (except as noted below), annualized for a full year, andincludes expenses of the applicable consolidated subsidiaries. These percentages are expressed as a percentage of net assets attributable to common stock. As a result, the ratios will appear higher for a highlyleveraged entity. Therefore, we are also providing each percentage expressed as a percentage of gross assets as of December 31, 2025 in the respectivefootnote. Total annual expenses expressed as a percentage of gross assets are 7.61% for RWAY, 9.83% for SWK, and 7.62% for the Combined Companyon a pro forma basis. (1)In the event that any shares of RWAY Common Stock or SWK Common Stock are sold to or through underwriters, a relatedparty prospectus supplement will disclose the applicable sales load. (2)The prospectus supplement corresponding to each offering will disclose the applicable estimated amount of offering expenses,the offering price and estimated amount of offering expenses borne by RWAY and SWK, respectively, as a percentage of theoffering price. (3)For RWAY, any estimated expenses associated with the respective dividend reinvestment plans are included in “Other expenses.”SWK does not have a dividend reinvestment plan. (4)For RWAY, the base management fee is calculated at an annual rate of 1.50% on RWAY's gross assets, which, for purposes ofthe RWAY Investment Advisory Agreement, is defined as RWAY’s average daily gross assets, including assets purchased withborrower funds or other forms of leverage (“Gross Assets”). The base management fee referenced in the “Actual” column isbased on the Gross Assets as of December 31, 2025. This same ratio is 1.52% when expressed as a percentage of RWAY's grossassets as of December 31, 2025. The pro forma base management fee is calculated at an annual rate of 1.50% of the gross assets of the Combined Company,assumed to be a combined amount of RWAY’s actual gross assets as of December 31, 2025 and the resulting additional SWKgross assets to be integrated into RWAY as a result of the Mergers. SWK’s Gross Assets included a fair value adjustment toSWK’s investment as of December 31, 2025 to align to Accounting Standards Certification Topic 946 – Financial Services –Investment Companies (“ASC 946”). The fair value adjustment is based on a preliminary valuation estimate prepared byindependent third party valuation specialists as of December 31, 2025. This same ratio is 1.52% when expressed as a percentageof the Combined Company's gross assets as of December 31, 2025. (5)The incentive fee, which provides the Adviser with a share of the income that Adviser generates for RWAY, consists of twocomponents: (i) an Income Incentive Fee and (ii) a Capital Gains Fee. Under the Income Incentive Fee, RWAY pays the Adviser an incentive fee with respect to RWAY’s NII prior to calculating theincentive fee (“Pre-Incentive Fee NII”). Pre-Incentive Fee NII, expressed as a rate of return on the value of RWAY’s net assets atthe end of the immediately preceding fiscal quarter, will be compared to a “hurdl