Runway Growth Finance Corp美股招股说明书(2026-05-28版)

Runway Growth Finance Corp. 7.00% Notes due 2029 We are a specialty finance company focused on providing senior secured loans to high growth-potential companies in technology, healthcare, businessservices, financial services, select consumer services and products and other high-growth industries. We invest in senior secured first lien loans and other seniordebt obligations and may on occasion invest in senior secured second lien loans. We have and expect to continue to acquire warrants and other equity securitiesfrom portfolio companies in connection with our investments in loans to these companies. Our investment objective is to maximize our total return to ourstockholders primarily through current income 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 “1940Act”). We have elected to be treated, and intend to qualify annually, as a regulated investment company (“RIC”)under the 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 withcertain regulatory requirements. We are offering $50,000,000 in aggregate principal amount of 7.00% notes due 2029 (the “Notes”). The Notes will mature on December1, 2029. We willpay interest on the Notes semi-annually on June1 and December1 of each year, beginning on December1, 2026. We may redeem the Notes in whole or in partat any time or from time to time, at the redemption price set forth under the section titled “Description of the Notes — Optional Redemption” in this prospectussupplement. In addition, holders of the Notes can require us to repurchase some or all of the Notes at a purchase price equal to 100% of their principal amount,plus accrued and unpaid interest to, but not including, the repurchase date, upon the occurrence of a Change of Control Repurchase Event (as defined herein).The Notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Notes will be our direct unsecured obligations and rank equal in right of payment with all outstanding and future unsecured, unsubordinatedindebtedness issued 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 futuresecured indebtedness (or any indebtedness that is initially unsecured as to which we subsequently grant a security interest) to the extent of the value of the assetssecuring such indebtedness. The Notes will be structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiariesbecause the Notes will be obligations exclusively of Runway Growth Finance Corp. and not of any of our subsidiaries. We do not intend to list the Notes on any securities exchange or automated dealer quotation system. 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 aresubject to reduced public company reporting requirements and intend to take advantage of the extended transition period provided in Section7(a)(2)(B) of theSecurities 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. Beforebuying any Notes, you should read the material risks described in the “Supplementary Risk Factors” section beginning on pageS-14of this prospectus supplementand “Risk Factors” beginning on page18of the accompanying prospectus and in our most recent Annual Report on Form10-K, our most recent Quarterly Report onForm 10-Q as well as any of our subsequent SEC filings incorporated by reference herein. The individual securities in which we invest will not be rated by any ratingagency. If they were, they would be rated as below investment grade or “junk.” Indebtedness of below investment grade quality has predominantly speculativecharacteristics with respect to the issuer’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.Please read these documents before you invest and retain them for future reference. Additional information about us, including our annual, quarterly and currentreports and proxy statements, has been filed with the Securities and Exchange Commission (the “SEC”), and can be accessed free of charge at its website atwww.sec.gov. We maintain a website athttps://investors.runwaygrowth.comand make all of the foregoing information available, free of charge,