[10-Q] Runway Growth Finance Corp. Quarterly Earnings Report
Corebridge Financial (NYSE: CRBG) filed a Rule 424(b)(7) prospectus for a secondary offering of 30 million shares鈥攁bout 5.6 % of outstanding stock鈥攂eing sold exclusively by American International Group (AIG). The shares are priced at $33.65, implying gross proceeds of $1.01 billion to AIG and no cash to Corebridge. Morgan Stanley is sole underwriter and has a 30-day option to purchase up to 4.5 million additional shares for overallotments. If fully exercised, AIG鈥檚 ownership will fall to 14.74 % from 21.15 %; without the option it drops to 15.58 %. Blackstone and Nippon Life will continue to hold 11.51 % and 22.65 %, respectively.
The filing stresses that Corebridge is not issuing new shares, so there is no dilution. The company reiterates its $0.24 quarterly cash dividend (next payable 30 Sep 2025) and its expanded $5 billion share-repurchase authorization, of which $3.9 billion remains after buying back 4.5 million shares for $159 million in July 鈥� Aug 2025.
Key risk factors include market volatility from the block sale, continuing overhang from AIG鈥檚 remaining stake, and general insurance-industry exposures. Delivery of the shares is expected on 8 Aug 2025.
Corebridge Financial (NYSE: CRBG) ha depositato un prospetto Rule 424(b)(7) per un'offerta secondaria di 30 milioni di azioni鈥攃irca il 5,6% del capitale sociale in circolazione鈥攙endute esclusivamente da American International Group (AIG). Le azioni sono quotate a 33,65 dollari, con un ricavo lordo stimato di 1,01 miliardi di dollari per AIG e nessun incasso per Corebridge. Morgan Stanley 猫 l'unico sottoscrittore e dispone di un'opzione di 30 giorni per acquistare fino a 4,5 milioni di azioni aggiuntive per coprire un eventuale sovraccarico. In caso di esercizio completo, la quota di AIG scender脿 dal 21,15% al 14,74%; senza l'opzione, si ridurr脿 al 15,58%. Blackstone e Nippon Life manterranno rispettivamente l'11,51% e il 22,65% delle azioni.
Il deposito sottolinea che Corebridge non emette nuove azioni, quindi non vi 猫 diluizione. La societ脿 ribadisce il suo dividendo trimestrale in contanti di 0,24 dollari (prossimo pagamento il 30 settembre 2025) e la sua autorizzazione ampliata per il riacquisto di azioni fino a 5 miliardi di dollari, di cui restano 3,9 miliardi dopo aver riacquistato 4,5 milioni di azioni per 159 milioni di dollari tra luglio e agosto 2025.
I principali fattori di rischio includono la volatilit脿 del mercato dovuta alla vendita del blocco, la pressione persistente derivante dalla quota residua di AIG e le esposizioni generali nel settore assicurativo. La consegna delle azioni 猫 prevista per l'8 agosto 2025.
Corebridge Financial (NYSE: CRBG) present贸 un prospecto Rule 424(b)(7) para una oferta secundaria de 30 millones de acciones鈥攁proximadamente el 5,6% del capital en circulaci贸n鈥攙endidas exclusivamente por American International Group (AIG). Las acciones tienen un precio de 33,65 d贸lares, lo que implica ingresos brutos de 1.010 millones de d贸lares para AIG y ning煤n ingreso para Corebridge. Morgan Stanley es el 煤nico suscriptor y tiene una opci贸n de 30 d铆as para comprar hasta 4,5 millones de acciones adicionales para cubrir sobresuscripciones. Si se ejerce completamente, la participaci贸n de AIG caer谩 del 21,15% al 14,74%; sin la opci贸n, baja al 15,58%. Blackstone y Nippon Life continuar谩n manteniendo el 11,51% y el 22,65%, respectivamente.
El documento enfatiza que Corebridge no est谩 emitiendo nuevas acciones, por lo que no hay diluci贸n. La compa帽铆a reitera su dividendo trimestral en efectivo de 0,24 d贸lares (pr贸ximo pago el 30 de septiembre de 2025) y su ampliada autorizaci贸n para recompra de acciones por 5.000 millones de d贸lares, de los cuales quedan 3.900 millones tras recomprar 4,5 millones de acciones por 159 millones entre julio y agosto de 2025.
Los principales factores de riesgo incluyen la volatilidad del mercado por la venta del bloque, la presi贸n continua por la participaci贸n restante de AIG y las exposiciones generales en la industria de seguros. La entrega de las acciones est谩 prevista para el 8 de agosto de 2025.
Corebridge Financial (NYSE: CRBG)電� American International Group (AIG)鞚� 雼弲鞙茧 韺愲Г頃橂姅 3,000毵� 欤�(氚滍枆欤检嫕鞚� 鞎� 5.6%)鞐� 雽�頃� 2彀� 瓿惦毳� 鞙勴暣 Rule 424(b)(7) 靹る獏靹滊ゼ 鞝滌稖頄堨姷雼堧嫟. 欤茧嫻 臧�瓴╈潃 33.65雼煬搿�, AIG鞐� 鞎� 10鞏� 1觳滊 雼煬鞚� 齑濎垬鞚奠潉 鞚橂頃橂┌ Corebridge鞐愲姅 順勱笀 鞙犾瀰鞚� 鞐嗢姷雼堧嫟. Morgan Stanley臧� 雼弲 鞚胳垬鞚胳溂搿滌劀 30鞚缄皠 斓滊寑 450毵� 欤茧ゼ 於旉皜 毵れ瀰頃� 靾� 鞛堧姅 鞓奠厴鞚� 氤挫湢頃橁碃 鞛堨姷雼堧嫟. 鞓奠厴鞚� 鞝勲秬 頄夓偓霅橂┐ AIG鞚� 歆�攵勳湪鞚� 21.15%鞐愳劀 14.74%搿� 頃橂澖頃橂┌, 鞓奠厴鞚� 鞐嗢溂氅� 15.58%搿� 臧愳唽頃╇媹雼�. Blackstone瓿� Nippon Life電� 臧侁皝 11.51%鞕� 22.65%鞚� 歆�攵勳潉 瓿勳啀 氤挫湢頃╇媹雼�.
靹る獏靹滌棎靹滊姅 Corebridge臧� 鞁犼窚 欤检嫕鞚� 氚滍枆頃橃 鞎婌溂氙�搿� 頋劃 須臣臧� 鞐嗢潓鞚� 臧曥“頃╇媹雼�. 須岇偓電� 攵勱赴氤� 順勱笀 氚半嫻旮� 欤茧嫻 0.24雼煬(雼れ潓 歆�旮夓澕: 2025雲� 9鞗� 30鞚�)鞕� 頇曤寑霅� 50鞏� 雼煬 攴滊鞚� 鞛愳偓欤� 毵れ瀰 鞀轨澑鞚� 鞛檿鞚疙枅鞙茧┌, 2025雲� 7鞗攡8鞗旍棎 450毵� 欤茧ゼ 1鞏� 5,900毵� 雼煬鞐� 毵れ瀰頃� 頉� 39鞏� 雼煬臧� 雮晞 鞛堨姷雼堧嫟.
欤检殧 鞙勴棙 鞖旍澑鞙茧電� 雽�霟� 毵る弰鞐� 霐半ジ 鞁滌灔 氤�霃欖劚, AIG鞚� 雮潃 歆�攵勳棎 霐半ジ 歆�靻嶌爜鞚� 攵�雼�, 攴鸽Μ瓿� 氤错棙 靷办梾 鞝勲皹鞐� 瓯胳箿 雲胳稖鞚� 鞛堨姷雼堧嫟. 欤检嫕 鞚鸽弰電� 2025雲� 8鞗� 8鞚茧 鞓堨爼霅橃柎 鞛堨姷雼堧嫟.
Corebridge Financial (NYSE : CRBG) a d茅pos茅 un prospectus Rule 424(b)(7) pour une offre secondaire de 30 millions d鈥檃ctions 鈥� environ 5,6 % du capital en circulation 鈥� vendues exclusivement par American International Group (AIG). Les actions sont fix茅es 脿 33,65 dollars, ce qui implique un produit brut de 1,01 milliard de dollars pour AIG et aucun encaissement pour Corebridge. Morgan Stanley est le seul teneur de livre et dispose d鈥檜ne option de 30 jours pour acheter jusqu鈥櫭� 4,5 millions d鈥檃ctions suppl茅mentaires en cas de surallocation. En cas d鈥檈xercice complet, la participation d鈥橝IG passera de 21,15 % 脿 14,74 % ; sans l鈥檕ption, elle descend 脿 15,58 %. Blackstone et Nippon Life d茅tiendront respectivement 11,51 % et 22,65 %.
Le d茅p么t pr茅cise que Corebridge n鈥櫭﹎et pas de nouvelles actions, il n鈥檡 a donc pas de dilution. La soci茅t茅 r茅affirme son dividende trimestriel en esp猫ces de 0,24 $ (prochain versement le 30 septembre 2025) ainsi que son autorisation 茅largie de rachat d鈥檃ctions 脿 hauteur de 5 milliards de dollars, dont 3,9 milliards restent disponibles apr猫s le rachat de 4,5 millions d鈥檃ctions pour 159 millions de dollars entre juillet et ao没t 2025.
Les principaux facteurs de risque incluent la volatilit茅 du march茅 li茅e 脿 la vente du bloc, la pression persistante li茅e 脿 la participation r茅siduelle d鈥橝IG, ainsi que les expositions g茅n茅rales du secteur de l鈥檃ssurance. La livraison des actions est pr茅vue pour le 8 ao没t 2025.
Corebridge Financial (NYSE: CRBG) hat einen Rule 424(b)(7) Prospekt f眉r ein Sekund盲rangebot von 30 Millionen Aktien 鈥� etwa 5,6 % des ausstehenden Aktienkapitals 鈥� eingereicht, die ausschlie脽lich von American International Group (AIG) verkauft werden. Die Aktien sind zu 33,65 USD bewertet, was Bruttoerl枚se von 1,01 Milliarden USD f眉r AIG bedeutet, Corebridge erh盲lt keinen Erl枚s. Morgan Stanley ist alleiniger Underwriter und hat eine 30-t盲gige Option, bis zu 4,5 Millionen zus盲tzliche Aktien f眉r Mehrzuteilungen zu kaufen. Bei vollst盲ndiger Aus眉bung sinkt AIGs Anteil von 21,15 % auf 14,74 %; ohne die Option f盲llt er auf 15,58 %. Blackstone und Nippon Life halten weiterhin 11,51 % bzw. 22,65 %.
Die Einreichung betont, dass Corebridge keine neuen Aktien ausgibt, daher keine Verw盲sserung stattfindet. Das Unternehmen bekr盲ftigt seine viertelj盲hrliche Bardividende von 0,24 USD (n盲chste Zahlung am 30. Sep. 2025) und die erweiterte 5-惭颈濒濒颈补谤诲别苍-鲍厂顿-础办迟颈别苍谤眉肠办办补耻蹿驳别苍别丑尘颈驳耻苍驳, von der nach dem R眉ckkauf von 4,5 Millionen Aktien f眉r 159 Millionen USD im Juli鈥揂ugust 2025 noch 3,9 Milliarden USD verbleiben.
Wesentliche Risikofaktoren sind die Marktvolatilit盲t durch den Blockverkauf, der anhaltende 脺berhang durch AIGs verbleibenden Anteil und generelle Risiken in der Versicherungsbranche. Die Lieferung der Aktien wird f眉r den 8. August 2025 erwartet.
- No dilution: shares come from AIG, leaving Corebridge鈥檚 EPS and capital ratios unaffected.
- Expanded $5 billion repurchase plan with $3.9 billion still available offers downside support.
- Consistent cash dividend of $0.24 per quarter signals stable cash generation.
- AIG ownership falls, reducing legacy-parent influence and moving toward a cleaner float.
- Technical supply pressure: 30 million shares (+ optional 4.5 million) may weigh on price short-term.
- Overhang persists: AIG will still hold ~15 % (鈮�80 million shares) post-offering.
- No primary proceeds: company gains no additional capital to deploy for growth or debt reduction.
Insights
TL;DR: Pure secondary sale鈥攏o dilution, but supply overhang persists and may pressure near-term price.
The transaction is strictly a liquidity event for AIG, shrinking its stake by ~5.6 pp and widening Corebridge鈥檚 float. Because Corebridge receives no proceeds, capital structure and EPS remain unchanged鈥攆undamentally neutral. However, 30 million shares (~$1 billion) hitting the market can create technical weakness, especially given a 30-day lock-up that is relatively short. Management can offset some pressure via its large remaining $3.9 billion buy-back authority, which equates to roughly 14 % of current market cap at the $34 range. From an ECM standpoint, the filing re-opens the path for eventual full AIG exit, gradually reducing the control discount.
TL;DR: Dividend integrity and buy-back capacity are intact; yield investors see limited impact.
The deal neither affects payout capacity nor leverages the balance sheet. The steady $0.24 quarterly dividend (鈮�2.8 % forward yield) and ongoing buy-backs remain the key return drivers. Reduced sponsor ownership lowers governance risk over time, a positive for long-term holders. Nonetheless, the sizeable free-float increase and residual 15 % AIG position maintain some overhang, warranting cautious sizing until supply is absorbed. Overall, fundamentals unchanged; market impact hinges on depth of demand and management鈥檚 buy-back pace.
Corebridge Financial (NYSE: CRBG) ha depositato un prospetto Rule 424(b)(7) per un'offerta secondaria di 30 milioni di azioni鈥攃irca il 5,6% del capitale sociale in circolazione鈥攙endute esclusivamente da American International Group (AIG). Le azioni sono quotate a 33,65 dollari, con un ricavo lordo stimato di 1,01 miliardi di dollari per AIG e nessun incasso per Corebridge. Morgan Stanley 猫 l'unico sottoscrittore e dispone di un'opzione di 30 giorni per acquistare fino a 4,5 milioni di azioni aggiuntive per coprire un eventuale sovraccarico. In caso di esercizio completo, la quota di AIG scender脿 dal 21,15% al 14,74%; senza l'opzione, si ridurr脿 al 15,58%. Blackstone e Nippon Life manterranno rispettivamente l'11,51% e il 22,65% delle azioni.
Il deposito sottolinea che Corebridge non emette nuove azioni, quindi non vi 猫 diluizione. La societ脿 ribadisce il suo dividendo trimestrale in contanti di 0,24 dollari (prossimo pagamento il 30 settembre 2025) e la sua autorizzazione ampliata per il riacquisto di azioni fino a 5 miliardi di dollari, di cui restano 3,9 miliardi dopo aver riacquistato 4,5 milioni di azioni per 159 milioni di dollari tra luglio e agosto 2025.
I principali fattori di rischio includono la volatilit脿 del mercato dovuta alla vendita del blocco, la pressione persistente derivante dalla quota residua di AIG e le esposizioni generali nel settore assicurativo. La consegna delle azioni 猫 prevista per l'8 agosto 2025.
Corebridge Financial (NYSE: CRBG) present贸 un prospecto Rule 424(b)(7) para una oferta secundaria de 30 millones de acciones鈥攁proximadamente el 5,6% del capital en circulaci贸n鈥攙endidas exclusivamente por American International Group (AIG). Las acciones tienen un precio de 33,65 d贸lares, lo que implica ingresos brutos de 1.010 millones de d贸lares para AIG y ning煤n ingreso para Corebridge. Morgan Stanley es el 煤nico suscriptor y tiene una opci贸n de 30 d铆as para comprar hasta 4,5 millones de acciones adicionales para cubrir sobresuscripciones. Si se ejerce completamente, la participaci贸n de AIG caer谩 del 21,15% al 14,74%; sin la opci贸n, baja al 15,58%. Blackstone y Nippon Life continuar谩n manteniendo el 11,51% y el 22,65%, respectivamente.
El documento enfatiza que Corebridge no est谩 emitiendo nuevas acciones, por lo que no hay diluci贸n. La compa帽铆a reitera su dividendo trimestral en efectivo de 0,24 d贸lares (pr贸ximo pago el 30 de septiembre de 2025) y su ampliada autorizaci贸n para recompra de acciones por 5.000 millones de d贸lares, de los cuales quedan 3.900 millones tras recomprar 4,5 millones de acciones por 159 millones entre julio y agosto de 2025.
Los principales factores de riesgo incluyen la volatilidad del mercado por la venta del bloque, la presi贸n continua por la participaci贸n restante de AIG y las exposiciones generales en la industria de seguros. La entrega de las acciones est谩 prevista para el 8 de agosto de 2025.
Corebridge Financial (NYSE: CRBG)電� American International Group (AIG)鞚� 雼弲鞙茧 韺愲Г頃橂姅 3,000毵� 欤�(氚滍枆欤检嫕鞚� 鞎� 5.6%)鞐� 雽�頃� 2彀� 瓿惦毳� 鞙勴暣 Rule 424(b)(7) 靹る獏靹滊ゼ 鞝滌稖頄堨姷雼堧嫟. 欤茧嫻 臧�瓴╈潃 33.65雼煬搿�, AIG鞐� 鞎� 10鞏� 1觳滊 雼煬鞚� 齑濎垬鞚奠潉 鞚橂頃橂┌ Corebridge鞐愲姅 順勱笀 鞙犾瀰鞚� 鞐嗢姷雼堧嫟. Morgan Stanley臧� 雼弲 鞚胳垬鞚胳溂搿滌劀 30鞚缄皠 斓滊寑 450毵� 欤茧ゼ 於旉皜 毵れ瀰頃� 靾� 鞛堧姅 鞓奠厴鞚� 氤挫湢頃橁碃 鞛堨姷雼堧嫟. 鞓奠厴鞚� 鞝勲秬 頄夓偓霅橂┐ AIG鞚� 歆�攵勳湪鞚� 21.15%鞐愳劀 14.74%搿� 頃橂澖頃橂┌, 鞓奠厴鞚� 鞐嗢溂氅� 15.58%搿� 臧愳唽頃╇媹雼�. Blackstone瓿� Nippon Life電� 臧侁皝 11.51%鞕� 22.65%鞚� 歆�攵勳潉 瓿勳啀 氤挫湢頃╇媹雼�.
靹る獏靹滌棎靹滊姅 Corebridge臧� 鞁犼窚 欤检嫕鞚� 氚滍枆頃橃 鞎婌溂氙�搿� 頋劃 須臣臧� 鞐嗢潓鞚� 臧曥“頃╇媹雼�. 須岇偓電� 攵勱赴氤� 順勱笀 氚半嫻旮� 欤茧嫻 0.24雼煬(雼れ潓 歆�旮夓澕: 2025雲� 9鞗� 30鞚�)鞕� 頇曤寑霅� 50鞏� 雼煬 攴滊鞚� 鞛愳偓欤� 毵れ瀰 鞀轨澑鞚� 鞛檿鞚疙枅鞙茧┌, 2025雲� 7鞗攡8鞗旍棎 450毵� 欤茧ゼ 1鞏� 5,900毵� 雼煬鞐� 毵れ瀰頃� 頉� 39鞏� 雼煬臧� 雮晞 鞛堨姷雼堧嫟.
欤检殧 鞙勴棙 鞖旍澑鞙茧電� 雽�霟� 毵る弰鞐� 霐半ジ 鞁滌灔 氤�霃欖劚, AIG鞚� 雮潃 歆�攵勳棎 霐半ジ 歆�靻嶌爜鞚� 攵�雼�, 攴鸽Μ瓿� 氤错棙 靷办梾 鞝勲皹鞐� 瓯胳箿 雲胳稖鞚� 鞛堨姷雼堧嫟. 欤检嫕 鞚鸽弰電� 2025雲� 8鞗� 8鞚茧 鞓堨爼霅橃柎 鞛堨姷雼堧嫟.
Corebridge Financial (NYSE : CRBG) a d茅pos茅 un prospectus Rule 424(b)(7) pour une offre secondaire de 30 millions d鈥檃ctions 鈥� environ 5,6 % du capital en circulation 鈥� vendues exclusivement par American International Group (AIG). Les actions sont fix茅es 脿 33,65 dollars, ce qui implique un produit brut de 1,01 milliard de dollars pour AIG et aucun encaissement pour Corebridge. Morgan Stanley est le seul teneur de livre et dispose d鈥檜ne option de 30 jours pour acheter jusqu鈥櫭� 4,5 millions d鈥檃ctions suppl茅mentaires en cas de surallocation. En cas d鈥檈xercice complet, la participation d鈥橝IG passera de 21,15 % 脿 14,74 % ; sans l鈥檕ption, elle descend 脿 15,58 %. Blackstone et Nippon Life d茅tiendront respectivement 11,51 % et 22,65 %.
Le d茅p么t pr茅cise que Corebridge n鈥櫭﹎et pas de nouvelles actions, il n鈥檡 a donc pas de dilution. La soci茅t茅 r茅affirme son dividende trimestriel en esp猫ces de 0,24 $ (prochain versement le 30 septembre 2025) ainsi que son autorisation 茅largie de rachat d鈥檃ctions 脿 hauteur de 5 milliards de dollars, dont 3,9 milliards restent disponibles apr猫s le rachat de 4,5 millions d鈥檃ctions pour 159 millions de dollars entre juillet et ao没t 2025.
Les principaux facteurs de risque incluent la volatilit茅 du march茅 li茅e 脿 la vente du bloc, la pression persistante li茅e 脿 la participation r茅siduelle d鈥橝IG, ainsi que les expositions g茅n茅rales du secteur de l鈥檃ssurance. La livraison des actions est pr茅vue pour le 8 ao没t 2025.
Corebridge Financial (NYSE: CRBG) hat einen Rule 424(b)(7) Prospekt f眉r ein Sekund盲rangebot von 30 Millionen Aktien 鈥� etwa 5,6 % des ausstehenden Aktienkapitals 鈥� eingereicht, die ausschlie脽lich von American International Group (AIG) verkauft werden. Die Aktien sind zu 33,65 USD bewertet, was Bruttoerl枚se von 1,01 Milliarden USD f眉r AIG bedeutet, Corebridge erh盲lt keinen Erl枚s. Morgan Stanley ist alleiniger Underwriter und hat eine 30-t盲gige Option, bis zu 4,5 Millionen zus盲tzliche Aktien f眉r Mehrzuteilungen zu kaufen. Bei vollst盲ndiger Aus眉bung sinkt AIGs Anteil von 21,15 % auf 14,74 %; ohne die Option f盲llt er auf 15,58 %. Blackstone und Nippon Life halten weiterhin 11,51 % bzw. 22,65 %.
Die Einreichung betont, dass Corebridge keine neuen Aktien ausgibt, daher keine Verw盲sserung stattfindet. Das Unternehmen bekr盲ftigt seine viertelj盲hrliche Bardividende von 0,24 USD (n盲chste Zahlung am 30. Sep. 2025) und die erweiterte 5-惭颈濒濒颈补谤诲别苍-鲍厂顿-础办迟颈别苍谤眉肠办办补耻蹿驳别苍别丑尘颈驳耻苍驳, von der nach dem R眉ckkauf von 4,5 Millionen Aktien f眉r 159 Millionen USD im Juli鈥揂ugust 2025 noch 3,9 Milliarden USD verbleiben.
Wesentliche Risikofaktoren sind die Marktvolatilit盲t durch den Blockverkauf, der anhaltende 脺berhang durch AIGs verbleibenden Anteil und generelle Risiken in der Versicherungsbranche. Die Lieferung der Aktien wird f眉r den 8. August 2025 erwartet.
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One) |
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number:
(Exact name of registrant as specified in its charter)
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|
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(Address of principal executive offices) |
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(
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Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class |
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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.
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).
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 ☐ |
|
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
Table of Contents
RUNWAY GROWTH FINANCE CORP.
FORM 10‑Q FOR THE QUARTER ENDED June 30, 2025
Table of Contents
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INDEX |
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PAGE |
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PART I. |
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FINANCIAL INFORMATION |
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Item 1. |
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Consolidated Financial Statements |
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1 |
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Consolidated Statements of Assets and Liabilities as of June 30, 2025 (unaudited) and December 31, 2024 |
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1 |
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Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024 (unaudited) |
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2 |
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Consolidated Statements of Changes in Net Assets for the three and six months ended June 30, 2025 and 2024 (unaudited) |
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3 |
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Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024 (unaudited) |
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4 |
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Consolidated Schedule of Investments as of June 30, 2025 (unaudited) |
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5 |
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Consolidated Schedule of Investments as of December 31, 2024 |
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13 |
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Notes to Consolidated Financial Statements (unaudited) |
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20 |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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55 |
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Item 3. |
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Quantitative and Qualitative Disclosures About Market Risk |
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66 |
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Item 4. |
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Controls and Procedures |
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67 |
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PART II. |
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OTHER INFORMATION |
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68 |
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Item 1. |
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Legal Proceedings |
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68 |
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Item 1A. |
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Risk Factors |
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68 |
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Item 2. |
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Unregistered Sales of Equity Securities and Use of Proceeds |
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68 |
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Item 3. |
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Defaults Upon Senior Securities |
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68 |
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Item 4. |
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Mine Safety Disclosures |
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68 |
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Item 5. |
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Other Information |
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68 |
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Item 6. |
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Exhibits |
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69 |
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SIGNATURES |
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70 |
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Table of Contents
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
RUNWAY GROWTH FINANCE CORP.
Consolidated Statements of Assets and Liabilities
(In thousands, except share and per share data)
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June 30, 2025 |
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December 31, 2024 |
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(Unaudited) |
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Assets |
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Investments at fair value: |
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Non-control/non-affiliate investments at fair value (cost of $ |
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$ |
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$ |
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Affiliate investments at fair value (cost of $ |
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- |
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Control investments at fair value (cost of $ |
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Total investments at fair value (cost of $ |
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Cash and cash equivalents |
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Interest and fees receivable |
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Other assets |
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Total assets |
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Liabilities |
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Debt: |
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Credit facility |
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2026 Notes |
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2027 Notes |
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2028 Notes |
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Unamortized deferred financing costs |
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( |
) |
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( |
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Total debt, less unamortized deferred financing costs |
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Incentive fees payable |
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Interest payable |
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Foreign currency forward contracts |
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- |
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Accrued expenses and other liabilities |
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Total liabilities |
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Commitments and contingencies (Note 8) |
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Net assets |
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Common stock, par value |
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Additional paid-in capital |
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Accumulated undistributed (overdistributed) earnings |
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( |
) |
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( |
) |
Total net assets |
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$ |
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$ |
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Shares of common stock outstanding ($ |
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Net asset value per share |
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$ |
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$ |
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See notes to consolidated financial statements.
1
Table of Contents
RUNWAY GROWTH FINANCE CORP.
Consolidated Statements of Operations
(Unaudited)
(In thousands, except share and per share data)
|
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2025 |
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2024 |
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2025 |
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2024 |
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Investment income |
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From non-control/non-affiliate investments: |
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Interest income |
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$ |
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$ |
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$ |
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$ |
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Payment-in-kind interest income |
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Dividend income |
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Fee income |
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From affiliate investments: |
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Interest income |
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Fee income |
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Other income |
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Total investment income |
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Operating expenses |
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Management fees |
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Incentive fees |
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Interest and other debt financing expenses |
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Professional fees |
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Administration agreement expenses |
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Insurance expense |
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Tax expense |
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Other expenses |
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Total operating expenses |
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Net investment income |
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Net realized and net change in unrealized gain (loss) |
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Net realized gain (loss): |
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|
||||
Non-control/non-affiliate investments |
|
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( |
) |
|
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|
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( |
) |
|
|
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||
Affiliate investments |
|
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||||
Net realized gain (loss) on investments |
|
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( |
) |
|
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|||
Net realized gain (loss) on forward contracts and foreign currency transactions |
|
|
|
( |
) |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
||
Net realized gain (loss) |
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net change in unrealized gain (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-control/non-affiliate investments |
|
|
|
|
|
|
|
( |
) |
|
|
|
( |
) |
|
|
|
( |
) |
|
Affiliate investments |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
( |
) |
||
Control investments |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
( |
) |
||
Net change in unrealized gain (loss) on investments |
|
|
|
|
|
|
|
( |
) |
|
|
|
( |
) |
|
|
|
( |
) |
|
Net change in unrealized gain (loss) on forward contracts and foreign currency transactions |
|
|
|
( |
) |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
||
Net change in unrealized gain (loss) |
|
|
|
|
|
|
|
( |
) |
|
|
|
( |
) |
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net realized and unrealized gain (loss) |
|
|
|
|
|
|
|
( |
) |
|
|
|
( |
) |
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net increase (decrease) in net assets resulting from operations |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
||||
Net investment income per common share (basic and diluted) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
||||
Net increase (decrease) in net assets resulting from operations per common share (basic and diluted) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
||||
Weighted average shares outstanding (basic and diluted) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
See notes to consolidated financial statements.
2
Table of Contents
RUNWAY GROWTH FINANCE CORP.
Consolidated Statements of Changes in Net Assets
(Unaudited)
(In thousands, except share data)
|
|
|
Common Stock |
|
|
Additional |
|
|
Accumulated Undistributed |
|
|
|
|
|
||||||||||||||||
For the Three Months |
|
Outstanding Shares (1) |
|
|
Par Value |
|
|
Treasury Stock (2) |
|
|
Paid-in Capital |
|
|
(Overdistributed) earnings |
|
|
Total Net Assets |
|
||||||||||||
Balances at March 31, 2025 |
|
|
|
|
$ |
|
|
|
$ |
|
- |
|
|
$ |
|
|
|
$ |
|
( |
) |
|
$ |
|
|
|||||
Net investment income |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|||
Net realized gain (loss) |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
( |
) |
|
|
|
( |
) |
|
Net change in unrealized gain (loss) |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|||
Repurchase of common stock |
|
|
( |
) |
|
|
|
( |
) |
|
|
|
- |
|
|
|
|
( |
) |
|
|
|
- |
|
|
|
|
( |
) |
|
Dividends paid to stockholders |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
( |
) |
|
|
|
( |
) |
|
Shares retired |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
Tax reclassification |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
Balances at June 30, 2025 |
|
|
|
|
$ |
|
|
|
$ |
|
- |
|
|
$ |
|
|
|
$ |
|
( |
) |
|
$ |
|
|
|||||
|
|
|
Common Stock |
|
|
Additional |
|
|
Accumulated Undistributed |
|
|
|
|
|
||||||||||||||||
For the Six Months Ended June 30, 2025 |
|
Outstanding Shares (1) |
|
|
Par Value |
|
|
Treasury Stock (2) |
|
|
Paid-in Capital |
|
|
(Overdistributed) earnings |
|
|
Total Net Assets |
|
||||||||||||
Balances at December 31, 2024 |
|
|
|
|
$ |
|
|
|
$ |
|
- |
|
|
$ |
|
|
|
$ |
|
( |
) |
|
$ |
|
|
|||||
Net investment income |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|||
Net realized gain (loss) |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|||
Net change in unrealized gain (loss) |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
( |
) |
|
|
|
( |
) |
|
Repurchase of common stock |
|
|
( |
) |
|
|
|
( |
) |
|
|
|
- |
|
|
|
|
( |
) |
|
|
|
- |
|
|
|
|
( |
) |
|
Dividends paid to stockholders |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
( |
) |
|
|
|
( |
) |
|
Balances at June 30, 2025 |
|
|
|
|
$ |
|
|
|
$ |
|
- |
|
|
$ |
|
|
|
$ |
|
( |
) |
|
$ |
|
|
|||||
|
|
|
Common Stock |
|
|
Additional |
|
|
Accumulated Undistributed |
|
|
|
|
|
||||||||||||||||
For the Three Months |
|
Outstanding Shares (1) |
|
|
Par Value |
|
|
Treasury Stock (2) |
|
|
Paid-in Capital |
|
|
(Overdistributed) earnings |
|
|
Total Net Assets |
|
||||||||||||
Balances at March 31, 2024 |
|
|
|
|
$ |
|
|
|
$ |
|
( |
) |
|
$ |
|
|
|
$ |
|
( |
) |
|
$ |
|
|
|||||
Net investment income |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|||
Net realized gain (loss) |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
Net change in unrealized gain (loss) |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
( |
) |
|
|
|
( |
) |
|
Acquisition of treasury stock (2) |
|
|
( |
) |
|
|
|
- |
|
|
|
|
( |
) |
|
|
|
- |
|
|
|
|
- |
|
|
|
|
( |
) |
|
Dividends paid to stockholders |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
( |
) |
|
|
|
( |
) |
|
Shares retired |
|
|
( |
) |
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
Balances at June 30, 2024 |
|
|
|
|
$ |
|
|
|
$ |
|
( |
) |
|
$ |
|
|
|
$ |
|
( |
) |
|
$ |
|
|
|||||
|
|
|
Common Stock |
|
|
Additional |
|
|
Accumulated Undistributed |
|
|
|
|
|
||||||||||||||||
For the Six Months Ended June 30, 2024 |
|
Outstanding Shares (1) |
|
|
Par Value |
|
|
Treasury Stock (2) |
|
|
Paid-in Capital |
|
|
(Overdistributed) earnings |
|
|
Total Net Assets |
|
||||||||||||
Balances at December 31, 2023 |
|
|
|
|
$ |
|
|
|
$ |
|
( |
) |
|
$ |
|
|
|
$ |
|
( |
) |
|
$ |
|
|
|||||
Net investment income |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|||
Net realized gain (loss) |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
Net change in unrealized gain (loss) |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
( |
) |
|
|
|
( |
) |
|
Acquisition of treasury stock (2) |
|
|
( |
) |
|
|
|
- |
|
|
|
|
( |
) |
|
|
|
- |
|
|
|
|
- |
|
|
|
|
( |
) |
|
Dividends paid to stockholders |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
( |
) |
|
|
|
( |
) |
|
Shares retired |
|
|
( |
) |
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
Tax reclassification |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
- |
|
||
Balances at June 30, 2024 |
|
|
|
|
$ |
|
|
|
$ |
|
( |
) |
|
$ |
|
|
|
$ |
|
( |
) |
|
$ |
|
|
|||||
See notes to consolidated financial statements.
3
Table of Contents
RUNWAY GROWTH FINANCE CORP.
Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
|
|
For the Six Months Ended June 30, |
|
|||||||
|
|
2025 |
|
|
2024 |
|
||||
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 |
|
|
|
( |
) |
|
|
|
( |
) |
Payment-in-kind interest |
|
|
|
( |
) |
|
|
|
( |
) |
Sales or repayments of investments |
|
|
|
|
|
|
|
|
||
Sales or maturities of U.S. Treasury Bills |
|
|
|
|
|
|
|
|
||
Payments for derivative contracts |
|
|
|
( |
) |
|
|
|
- |
|
Proceeds from derivative contracts |
|
|
|
|
|
|
|
- |
|
|
Net realized (gain) loss on investments |
|
|
|
( |
) |
|
|
|
- |
|
Net realized (gain) loss on forward contracts and foreign currency transactions |
|
|
|
|
|
|
|
- |
|
|
Net change in unrealized (gain) loss on investments |
|
|
|
|
|
|
|
|
||
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 |
|
|
|
( |
) |
|
|
|
( |
) |
Amortization of deferred financing costs |
|
|
|
|
|
|
|
|
||
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
||
(Increase) decrease in interest and fees receivable |
|
|
|
( |
) |
|
|
|
|
|
(Increase) decrease in other assets |
|
|
|
( |
) |
|
|
|
|
|
Increase (decrease) in incentive fees payable |
|
|
|
|
|
|
|
|
||
Increase (decrease) in interest payable |
|
|
|
|
|
|
|
|
||
Increase (decrease) in accrued expenses and other liabilities |
|
|
|
|
|
|
|
( |
) |
|
Net cash provided by (used in) operating activities |
|
|
|
|
|
|
|
|
||
Cash flows from financing activities |
|
|
|
|
|
|
|
|
||
Payments of deferred financing costs |
|
|
|
( |
) |
|
|
|
( |
) |
Borrowings under credit facility |
|
|
|
|
|
|
|
|
||
Repayments under credit facility |
|
|
|
( |
) |
|
|
|
( |
) |
Proceeds from 2028 Notes |
|
|
|
|
|
|
|
- |
|
|
Repayments of 2026 Notes |
|
|
|
( |
) |
|
|
|
- |
|
Repayments of 2027 Notes |
|
|
|
( |
) |
|
|
|
- |
|
Acquisition of treasury shares |
|
|
|
- |
|
|
|
|
( |
) |
Repurchase of common stock |
|
|
|
( |
) |
|
|
|
- |
|
Dividends paid to stockholders |
|
|
|
( |
) |
|
|
|
( |
) |
Net cash (used in) provided by financing activities |
|
|
|
( |
) |
|
|
|
( |
) |
Effect of foreign currency exchange rates |
|
|
|
|
|
|
|
- |
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
|
|
|
|
|
|
||
Cash and cash equivalents at beginning of period |
|
|
|
|
|
|
|
|
||
Cash and cash equivalents at end of period |
|
$ |
|
|
|
$ |
|
|
||
Supplemental and non-cash financing cash flow information: |
|
|
|
|
|
|
|
|
||
Taxes paid |
|
$ |
|
|
|
$ |
|
|
||
Interest paid |
|
|
|
|
|
|
|
|
||
See notes to consolidated financial statements.
4
Table of Contents
RUNWAY GROWTH FINANCE CORP.
Consolidated Schedule of Investments (Unaudited)
June 30, 2025
(In thousands, except share data)
Portfolio Company |
|
Investment Type |
|
Investment |
|
Initial Acquisition Date |
|
Maturity Date |
|
Principal ($) / |
|
|
Cost ($) |
|
|
Fair |
|
|
Footnotes |
|||||||
Non-Control/Non-Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Debt Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Application Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Airship Group, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10) (11) (12) |
|||||
|
|
Blueshift Labs, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10) (11) (12) |
|||||
|
|
Blueshift Labs, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10) (12) (22) |
|||||
|
|
CarNow, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (12) |
|||||
|
|
Piano Software, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (12) |
|||||
|
|
VTX Intermediate Holdings, Inc. (dba VertexOne) |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10) (11) (12) |
|||||
|
|
VTX Intermediate Holdings, Inc. (dba VertexOne) |
|
Second Lien |
|
FIXED |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10) (11) (12) |
|||||
|
|
Zinnia Corporate Holdings, LLC |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12) |
|||||
|
|
Total Application Software - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Commercial & Professional Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Bombora, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10) (11) (12) |
|||||
|
|
Elevate Services, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12) |
|||||
|
|
FiscalNote, Inc. |
|
Senior Secured |
|
PRIME+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10) (11) (12) (14) |
|||||
|
|
Interactions Corporation |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (12) |
|||||
|
|
Swing Education, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (12) |
|||||
|
|
Swing Education, Inc. (Revolver) |
|
Senior Secured |
|
SOFR+ |
|
|
|
N/A |
|
|
|
|
( |
) |
|
|
|
- |
|
|
(12) |
|||
|
|
Total Commercial & Professional Services - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Consumer Staples Distribution & Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Marley Spoon SE |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6) (9) (10) (11) (18) |
|||||
|
|
Marley Spoon SE |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6) (9) (10) (18) |
|||||
|
|
Marley Spoon SE |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6) (9) (10) (18) |
|||||
|
|
Total Consumer Staples Distribution & Retail - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Financial Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Autobooks, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (12) |
|||||
|
|
Hurricane Cleanco Limited |
|
Senior Secured |
|
FIXED |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5) (9) (10) (21) |
|||||
|
|
Vesta Payment Solutions, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (12) |
|||||
|
|
Total Financial Services - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
See notes to consolidated financial statements.
5
Table of Contents
RUNWAY GROWTH FINANCE CORP.
Consolidated Schedule of Investments (Unaudited) – (continued)
June 30, 2025
(In thousands, except share data)
Portfolio Company |
|
Investment Type |
|
Investment |
|
Initial Acquisition Date |
|
Maturity Date |
|
Principal ($) / |
|
|
Cost ($) |
|
|
Fair |
|
|
Footnotes |
|||||||
Non-Control/Non-Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Debt Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Health Care Equipment & Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
EBR Systems, Inc. |
|
Senior Secured |
|
PRIME+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (12) (16) |
|||||
|
|
Mingle Healthcare Solutions, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (26) |
|||||
|
|
Moximed, Inc. |
|
Senior Secured |
|
PRIME+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (12) |
|||||
|
|
Nalu Medical, Inc. |
|
Senior Secured |
|
PRIME+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10) (11) (12) |
|||||
|
|
Onward Medical, N.V. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8) (9) (11) (12) (17) |
|||||
|
|
Route 92 Medical, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (12) |
|||||
|
|
Total Health Care Equipment & Services - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Household & Personal Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Madison Reed, Inc. |
|
Senior Secured |
|
PRIME+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10) (11) (12) |
|||||
|
|
Total Household & Personal Products - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Kin Insurance, Inc. |
|
Senior Secured |
|
PRIME+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (12) |
|||||
|
|
Total Insurance - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Media & Entertainment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Skillshare, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (12) |
|||||
|
|
Snap! Mobile, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (12) |
|||||
|
|
Total Media & Entertainment - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Systems Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
3PL Central LLC (dba Extensiv) |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (12) |
|||||
|
|
Circadence Corporation |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) |
|||||
|
|
Synack, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (12) |
|||||
|
|
Total Systems Software - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Technology Hardware & Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Brivo, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (12) |
|||||
|
|
Dejero Labs Inc. |
|
Second Lien |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7) (9) (10) (11) (12) |
|||||
|
|
Linxup, LLC |
|
Senior Secured |
|
PRIME+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (12) |
|||||
|
|
Total Technology Hardware & Equipment - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Total Debt Investments - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
See notes to consolidated financial statements.
6
Table of Contents
RUNWAY GROWTH FINANCE CORP.
Consolidated Schedule of Investments (Unaudited) – (continued)
June 30, 2025
(In thousands, except share data)
Portfolio Company |
|
Investment Type |
|
Investment |
|
Initial Acquisition Date |
|
Maturity Date |
|
Principal ($) / |
|
|
Cost ($) |
|
|
Fair |
|
|
Footnotes |
|||||||
Non-Control/Non-Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Application Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Aria Systems, Inc. |
|
Equity |
|
Series G Preferred Stock |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
||||
|
|
VTX Holdings, LLC |
|
Equity |
|
Series C Preferred Units |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
||||
|
|
Total Application Software - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Commercial & Professional Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
FiscalNote, Inc. |
|
Equity |
|
Common Stock |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
(13) (14) (19) |
||||
|
|
JobGet Holdings, Inc. (fka Snagajob, Inc.) |
|
Equity |
|
Series C-1 Preferred Stock |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
(13) (27) |
||||
|
|
JobGet Holdings, Inc. (fka Snagajob, Inc.) |
|
Equity |
|
Series C-2 Preferred Stock |
|
|
N/A |
|
|
|
|
|
|
- |
|
|
|
|
- |
|
|
(13) (27) |
||
|
|
JobGet Holdings, Inc. (fka Snagajob, Inc.) |
|
Equity |
|
Convertible Note |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) (28) (29) |
|||||
|
|
Total Commercial & Professional Services - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Consumer Staples Distribution & Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Marley Spoon SE |
|
Equity |
|
Common Stock |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
(6) (9) (13) (18) (19) (21) |
||||
|
|
Total Consumer Staples Distribution & Retail - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Health Care Equipment & Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
CareCloud, Inc. |
|
Equity |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
Total Health Care Equipment & Services - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Media & Entertainment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Minute Media Inc. |
|
Equity |
|
Preferred Stock |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
(5) (9) (13) |
||||
|
|
Minute Media Inc. |
|
Equity |
|
Common Stock |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
(5) (9) (13) |
||||
|
|
Total Media & Entertainment - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Technology Hardware & Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
zSpace, Inc. |
|
Equity |
|
Common Stock |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
(13) (15) (19) |
||||
|
|
Total Technology Hardware & Equipment - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Total Equity Investments - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
See notes to consolidated financial statements.
7
Table of Contents
RUNWAY GROWTH FINANCE CORP.
Consolidated Schedule of Investments (Unaudited) – (continued)
June 30, 2025
(In thousands, except share data)
Portfolio Company |
|
Investment Type |
|
Investment |
|
Initial Acquisition Date |
|
Maturity Date |
|
Principal ($) / |
|
|
Cost ($) |
|
|
Fair |
|
|
Footnotes |
|||||||
Non-Control/Non-Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Application Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
3DNA Corp. (dba NationBuilder) |
|
Warrants |
|
Series C-1 Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
(13) |
||||
|
|
Airship Group, Inc. |
|
Warrants |
|
Series F Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Aria Systems, Inc. |
|
Warrants |
|
Series G Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Blueshift Labs, Inc. |
|
Warrants |
|
Success fee |
|
|
N/A |
|
N/A |
|
|
|
|
|
|
|
|
|
|
(13) (20) |
||||
|
|
CarNow, Inc. |
|
Warrants |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
INRIX, Inc. |
|
Warrants |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
JWP Holdco LLC (fka Longtail Ad Solutions, Inc.) |
|
Warrants |
|
Common Units |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
(13) |
||||
|
|
Piano Software, Inc. |
|
Warrants |
|
Series D Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Predactiv, Inc. (fka Sharethis, Inc.) |
|
Warrants |
|
Series D-3 Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Total Application Software - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Commercial & Professional Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
AllClear ID, Inc. |
|
Warrants |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
(13) |
||||
|
|
Bombora, Inc. |
|
Warrants |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Bombora, Inc. |
|
Warrants |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
CloudPay, Inc. |
|
Warrants |
|
Series B Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5) (9) (13) |
|||||
|
|
CloudPay, Inc. |
|
Warrants |
|
Series D Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5) (9) (13) |
|||||
|
|
CloudPay, Inc. |
|
Warrants |
|
Series D Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5) (9) (13) |
|||||
|
|
Elevate Services, Inc. |
|
Warrants |
|
Series C Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Elevate Services, Inc. |
|
Warrants |
|
Series C Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
FiscalNote, Inc. |
|
Warrants |
|
Earnout |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
(13) (14) (20) |
|||||
|
|
Interactions Corporation |
|
Warrants |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
JobGet Holdings, Inc. (fka Snagajob, Inc.) |
|
Warrants |
|
Series B-1 Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
(13) |
||||
|
|
Swing Education, Inc. |
|
Warrants |
|
Series C Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Total Commercial & Professional Services - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Financial Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Autobooks, Inc. |
|
Warrants |
|
Success Fee |
|
|
N/A |
|
N/A |
|
|
|
|
|
|
|
|
|
|
(13) (20) |
||||
|
|
Betterment Holdings, Inc. |
|
Warrants |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Betterment Holdings, Inc. |
|
Warrants |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Credit Sesame, Inc. |
|
Warrants |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Total Financial Services - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
See notes to consolidated financial statements.
8
Table of Contents
RUNWAY GROWTH FINANCE CORP.
Consolidated Schedule of Investments (Unaudited) – (continued)
June 30, 2025
(In thousands, except share data)
Portfolio Company |
|
Investment Type |
|
Investment |
|
Initial Acquisition Date |
|
Maturity Date |
|
Principal ($) / |
|
|
Cost ($) |
|
|
Fair |
|
|
Footnotes |
|||||||
|
|
Health Care Equipment & Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Allurion Technologies, Inc. |
|
Warrants |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
(13) (14) |
||||
|
|
Allurion Technologies, Inc. |
|
Warrants |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
(13) (14) |
||||
|
|
Allurion Technologies, Inc. |
|
Warrants |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
(13) (14) |
||||
|
|
Allurion Technologies, Inc. |
|
Warrants |
|
Earnout |
|
|
|
N/A |
|
|
|
|
- |
|
|
|
|
- |
|
|
(13) (14) (20) |
|||
|
|
EBR Systems, Inc. |
|
Warrants |
|
Success fee |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
(13) (16) (20) |
|||||
|
|
Mingle Healthcare Solutions, Inc. |
|
Warrants |
|
Series CC Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
(13) |
||||
|
|
Moximed, Inc. |
|
Warrants |
|
Series C Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Nalu Medical, Inc. |
|
Warrants |
|
Series D-2 Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Onward Medical, N.V. |
|
Warrants |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8) (9) (13) (17) (21) |
|||||
|
|
Route 92 Medical, Inc. |
|
Warrants |
|
Success fee |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
(13) (20) |
|||||
|
|
SetPoint Medical Corporation |
|
Warrants |
|
Series B Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
SetPoint Medical Corporation |
|
Warrants |
|
Series B Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
VERO Biotech LLC |
|
Warrants |
|
Success fee |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
(13) (20) |
|||||
|
|
Total Health Care Equipment & Services - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Household & Personal Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Madison Reed, Inc. |
|
Warrants |
|
Success fee |
|
|
N/A |
|
N/A |
|
|
|
|
|
|
|
|
|
|
(13) (20) |
||||
|
|
Total Household & Personal Products - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Kin Insurance, Inc. |
|
Warrants |
|
Series D-3 Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Total Insurance - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Media & Entertainment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Skillshare, Inc. |
|
Warrants |
|
Success fee |
|
|
N/A |
|
N/A |
|
|
|
|
|
|
|
|
|
|
(13) (20) |
||||
|
|
Snap! Mobile, Inc. |
|
Warrants |
|
Series B Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Total Media & Entertainment - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Pharmaceuticals, Biotechnology & Life Sciences |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Mustang Bio, Inc. |
|
Warrants |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
(13) (15) |
||||
|
|
Total Pharmaceuticals, Biotechnology & Life Sciences - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
||||||
See notes to consolidated financial statements.
9
Table of Contents
RUNWAY GROWTH FINANCE CORP.
Consolidated Schedule of Investments (Unaudited) – (continued)
June 30, 2025
(In thousands, except share data)
Portfolio Company |
|
Investment Type |
|
Investment |
|
Initial Acquisition Date |
|
Maturity Date |
|
Principal ($) / |
|
|
Cost ($) |
|
|
Fair |
|
|
Footnotes |
|||||||
Non-Control/Non-Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Systems Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Circadence Corporation |
|
Warrants |
|
Series A-6 Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Circadence Corporation |
|
Warrants |
|
Series A-6 Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
(13) |
||||
|
|
Circadence Corporation |
|
Warrants |
|
Success fee |
|
|
N/A |
|
N/A |
|
|
|
|
|
|
|
|
|
|
(13) (20) |
||||
|
|
Scale Computing, Inc. |
|
Warrants |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
(13) |
||||
|
|
Synack, Inc. |
|
Warrants |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Total Systems Software - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Technology Hardware & Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Brivo, Inc. |
|
Warrants |
|
Series A-2 Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Brivo, Inc. |
|
Warrants |
|
Series A-2 Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Dejero Labs Inc. |
|
Warrants |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7) (9) (13) |
|||||
|
|
Linxup, LLC |
|
Warrants |
|
Success fee |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
(13) (20) |
|||||
|
|
AG真人官方Wear, Inc. |
|
Warrants |
|
Series A-1 Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
AG真人官方Wear, Inc. |
|
Warrants |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
AG真人官方Wear, Inc. |
|
Warrants |
|
Series A-1 Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
AG真人官方Wear, Inc. |
|
Warrants |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
(13) |
||||
|
|
AG真人官方Wear, Inc. |
|
Warrants |
|
Series A-1 Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
AG真人官方Wear, Inc. |
|
Warrants |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Total Technology Hardware & Equipment - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Total Warrants - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total Non-Control/Non-Affiliate Investments - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
See notes to consolidated financial statements.
10
Table of Contents
RUNWAY GROWTH FINANCE CORP.
Consolidated Schedule of Investments (Unaudited) – (continued)
June 30, 2025
(In thousands, except share data)
Portfolio Company |
|
Investment Type |
|
Investment |
|
Initial Acquisition Date |
|
Maturity Date |
|
Principal ($) / |
|
|
Cost ($) |
|
|
Fair |
|
|
Footnotes |
|||||||
Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(24) |
|||||||||
|
Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Application Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Coginiti Corp |
|
Equity |
|
Common Stock |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
- |
|
|
(13) |
|||
|
|
Total Application Software - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Total Equity Investments - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Application Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Coginiti Corp |
|
Warrants |
|
Common Stock |
|
|
|
|
|
|
|
|
- |
|
|
|
|
- |
|
|
(13) |
|||
|
|
Total Application Software - |
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Total Warrants - |
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
- |
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total Affiliate Investments - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Control Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(25) |
|||||||||
|
Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Commercial & Professional Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Pivot3, Inc. |
|
Equity |
|
|
|
N/A |
|
N/A |
|
|
|
|
|
|
|
|
|
|
(23) |
|||||
|
|
Total Commercial & Professional Services - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Multi-Sector Holdings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Runway-Cadma I LLC |
|
Equity |
|
|
|
N/A |
|
N/A |
|
|
|
|
|
|
|
|
|
|
(9) |
|||||
|
|
Total Multi-Sector Holdings - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Total Equity Investments - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total Control Investments - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total Investments - |
|
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|||||||||
Foreign Currency Forward Contracts
Foreign Currency |
|
Counterparty |
|
Maturity Date |
|
Notional Amount to be Sold (£) |
|
|
Notional Amount to be Purchased ($) |
|
|
Unrealized Gain |
|
|||
Great British Pound (GBP) |
|
Canadian Imperial Bank of Commerce |
|
|
|
|
|
|
|
|
|
( |
) |
|||
Great British Pound (GBP) |
|
Canadian Imperial Bank of Commerce |
|
|
|
|
|
|
|
|
|
( |
) |
|||
Great British Pound (GBP) |
|
Canadian Imperial Bank of Commerce |
|
|
|
|
|
|
|
|
|
( |
) |
|||
Total |
|
|
|
|
|
|
|
|
|
|
$ |
|
( |
) |
||
See notes to consolidated financial statements.
11
Table of Contents
RUNWAY GROWTH FINANCE CORP.
Consolidated Schedule of Investments (Unaudited) – (continued)
June 30, 2025
(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 |
(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) |
|
Portfolio company is domiciled in Germany. Fair value of German domiciled investments represents |
(7) |
|
Portfolio company is domiciled in Canada. Fair value of Canadian domiciled investments represents |
(8) |
|
Portfolio company is domiciled in the Netherlands. Fair value of Dutch domiciled investments represents |
(9) |
|
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 |
(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. |
(11) |
|
Disclosures of end-of-term payments ("ETP") are one-time payments stated as a percentage of principal amount. |
(12) |
|
The investment is an eligible loan investment in the collateral under the Credit Facility (as defined in "Note 7 – Borrowings"). |
(13) |
|
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. |
(23) |
|
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". |
(24) |
|
Affiliate portfolio company as defined under the 1940 Act in which the Company owns between |
(25) |
|
Control portfolio company, as defined under the 1940 Act, in which the Company owns more than |
(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. |
See notes to consolidated financial statements.
12
Table of Contents
RUNWAY GROWTH FINANCE CORP
Consolidated Schedule of Investments
December 31, 2024
(In thousands, except share data)
Portfolio Company |
|
Investment Type |
|
Investment |
|
Initial Acquisition Date |
|
Maturity Date |
|
Principal ($) / |
|
|
Cost ($) |
|
|
Fair |
|
|
Footnotes |
|||||||
Non-Control/Non-Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Debt Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Application Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Airship Group, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10) (11) (12) |
|||||
|
|
Blueshift Labs, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10) (11) |
|||||
|
|
|
|
Senior Secured |
|
Bridge Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(23) |
|||||
|
|
Circadence Corporation |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) |
|||||
|
|
FiscalNote, Inc. |
|
Senior Secured |
|
PRIME+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10) (11) (12) (14) |
|||||
|
|
Piano Software, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (12) |
|||||
|
|
Snap! Mobile, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (12) |
|||||
|
|
VTX Intermediate Holdings, Inc. (dba VertexOne) |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10) (11) (12) |
|||||
|
|
|
|
Second Lien |
|
FIXED |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10) (11) (12) |
|||||
|
|
Total Application Software - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Data Processing & Outsourced Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Elevate Services, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12) |
|||||
|
|
Hurricane Cleanco Limited |
|
Senior Secured |
|
FIXED |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5) (9) (10) (22) |
|||||
|
|
Interactions Corporation |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (12) |
|||||
|
|
Vesta Payment Solutions, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) |
|||||
|
|
Total Data Processing & Outsourced Services - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Electronic Equipment & Instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Brivo, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (12) |
|||||
|
|
Total Electronic Equipment & Instruments - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Healthcare Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Moximed, Inc. |
|
Senior Secured |
|
PRIME+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (12) |
|||||
|
|
Total Healthcare Equipment - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
See notes to consolidated financial statements.
13
Table of Contents
RUNWAY GROWTH FINANCE CORP.
Consolidated Schedule of Investments – (continued)
December 31, 2024
(In thousands, except share data)
Portfolio Company |
|
Investment Type |
|
Investment |
|
Initial Acquisition Date |
|
Maturity Date |
|
Principal ($) / |
|
|
Cost ($) |
|
|
Fair |
|
|
Footnotes |
|||||||
Non-Control/Non-Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Debt Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Healthcare Technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
EBR Systems, Inc. |
|
Senior Secured |
|
PRIME+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (12) (16) |
|||||
|
|
Mingle Healthcare Solutions, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (27) |
|||||
|
|
Nalu Medical, Inc. |
|
Senior Secured |
|
PRIME+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10) (11) (12) |
|||||
|
|
Onward Medical, N.V. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8) (9) (11) (12) (17) |
|||||
|
|
Route 92 Medical, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (12) |
|||||
|
|
SetPoint Medical Corporation |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (12) |
|||||
|
|
Total Healthcare Technology - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Human Resource & Employment Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
JobGet Holdings, Inc. (fka Snagajob.com, Inc.) |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10) (27) |
|||||
|
|
Total Human Resource & Employment Services - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Internet & Direct Marketing Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Madison Reed, Inc. |
|
Senior Secured |
|
PRIME+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10) (11) (12) |
|||||
|
|
Marley Spoon SE |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6) (9) (10) (11) (18) |
|||||
|
|
Total Internet & Direct Marketing Retail - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Internet Software and Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Bombora, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10) (11) (12) |
|||||
|
|
CarNow, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (12) |
|||||
|
|
Skillshare, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (12) |
|||||
|
|
Synack, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (12) |
|||||
|
|
Zinnia Corporate Holdings, LLC |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12) |
|||||
|
|
Total Internet Software and Services - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Property & Casualty Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Kin Insurance, Inc. |
|
Senior Secured |
|
PRIME+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (12) |
|||||
|
|
Total Property & Casualty Insurance - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
System Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
3PL Central LLC (dba Extensiv) |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10) (11) (12) |
|||||
|
|
Linxup, LLC |
|
Senior Secured |
|
PRIME+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (12) |
|||||
|
|
Dejero Labs Inc. |
|
Second Lien |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7) (9) (10) (11) (12) |
|||||
|
|
Total System Software - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Total Debt Investments - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
See notes to consolidated financial statements.
14
Table of Contents
RUNWAY GROWTH FINANCE CORP.
Consolidated Schedule of Investments – (continued)
December 31, 2024
(In thousands, except share data)
Portfolio Company |
|
Investment Type |
|
Investment |
|
Initial Acquisition Date |
|
Maturity Date |
|
Principal ($) / |
|
|
Cost ($) |
|
|
Fair |
|
|
Footnotes |
|||||||
Non-Control/Non-Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Advertising |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Minute Media Inc. |
|
Equity |
|
Preferred Stock |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
(5) (9) (13) |
||||
|
|
|
|
Equity |
|
Common Stock |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
(5) (9) (13) |
||||
|
|
Total Advertising - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Application Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Aria Systems, Inc. |
|
Equity |
|
Series G Preferred Stock |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
||||
|
|
FiscalNote, Inc. |
|
Equity |
|
Common Stock |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
(13) (14) (19) |
||||
|
|
VTX Holdings, LLC |
|
Equity |
|
Series C Preferred Units |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
||||
|
|
Total Application Software - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Healthcare Technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
CareCloud, Inc. |
|
Equity |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
(15) (19) |
|||||
|
|
Total Healthcare Technology - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Human Resource & Employment Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
JobGet Holdings, Inc. (fka Snagajob.com, Inc.) |
|
Equity |
|
Series C-1 Preferred Stock |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
(13) (29) |
||||
|
|
|
|
Equity |
|
Series C-2 Preferred Stock |
|
|
N/A |
|
|
|
|
|
|
- |
|
|
|
|
- |
|
|
(13) (29) |
||
|
|
Total Human Resource & Employment Services - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Internet & Direct Marketing Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Marley Spoon SE |
|
Equity |
|
Common Stock |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
(6) (9) (13) (18) (19) (22) |
||||
|
|
Total Internet & Direct Marketing Retail - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Technology Hardware, Storage & Peripherals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Quantum Corporation |
|
Equity |
|
Common Stock |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
(9) (13) (15) (19) |
||||
|
|
zSpace, Inc. |
|
Equity |
|
Common Stock |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
||||
|
|
Total Technology Hardware, Storage & Peripherals - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Total Equity Investments - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Application Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
3DNA Corp. (dba NationBuilder) |
|
Warrants |
|
Series C-1 Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
(13) |
||||
|
|
Airship Group, Inc. |
|
Warrants |
|
Series F Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Aria Systems, Inc. |
|
Warrants |
|
Series G Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Blueshift Labs, Inc. |
|
Warrants |
|
Success fee |
|
|
N/A |
|
N/A |
|
|
|
|
|
|
|
|
|
|
(13) (21) |
||||
|
|
Circadence Corporation |
|
Warrants |
|
Series A-6 Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
|
|
Warrants |
|
Series A-6 Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
|
|
Warrants |
|
Success fee |
|
|
N/A |
|
N/A |
|
|
|
|
|
|
|
|
|
|
(13) (21) |
||||
|
|
FiscalNote, Inc. |
|
Warrants |
|
Earnout |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
(13) (14) (21) |
|||||
|
|
Piano Software, Inc. |
|
Warrants |
|
Series D Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Snap! Mobile, Inc. |
|
Warrants |
|
Series B Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Total Application Software - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Asset Management & Custody Banks |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Betterment Holdings, Inc. |
|
Warrants |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
|
|
Warrants |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Total Asset Management & Custody Banks - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
See notes to consolidated financial statements.
15
Table of Contents
RUNWAY GROWTH FINANCE CORP.
Consolidated Schedule of Investments – (continued)
December 31, 2024
(In thousands, except share data)
Portfolio Company |
|
Investment Type |
|
Investment |
|
Initial Acquisition Date |
|
Maturity Date |
|
Principal ($) / |
|
|
Cost ($) |
|
|
Fair |
|
|
Footnotes |
|||||||
Non-Control/Non-Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Biotechnology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Mustang Bio, Inc. |
|
Warrants |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) (15) |
|||||
|
|
TRACON Pharmaceuticals, Inc. |
|
Warrants |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
(13) |
||||
|
|
Total Biotechnology - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Computer & Electronics Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Massdrop, Inc. |
|
Warrants |
|
Series B Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
(13) |
||||
|
|
Total Computer & Electronics Retail - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Data Processing & Outsourced Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Elevate Services, Inc. |
|
Warrants |
|
Series C Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
|
|
Warrants |
|
Series C Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Interactions Corporation |
|
Warrants |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Predactiv, Inc. (fka Sharethis, Inc.) |
|
Warrants |
|
Series D-3 Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Total Data Processing & Outsourced Services - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Electronic Equipment & Instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Brivo, Inc. |
|
Warrants |
|
Series A-2 Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
|
|
Warrants |
|
Series A-2 Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Epic IO Technologies, Inc. |
|
Warrants |
|
Success fee |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
(13) (21) |
|||||
|
|
Total Electronic Equipment & Instruments - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Healthcare Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Moximed, Inc. |
|
Warrants |
|
Series C Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Total Healthcare Equipment - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Healthcare Technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Allurion Technologies, Inc. |
|
Warrants |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) (14) (28) |
|||||
|
|
|
|
Warrants |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
(13) (14) (28) |
||||
|
|
|
|
Warrants |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
(13) (14) (28) |
||||
|
|
|
|
Warrants |
|
Earnout |
|
|
|
N/A |
|
|
|
|
- |
|
|
|
|
|
|
(13) (14) (21) (28) |
||||
|
|
EBR Systems, Inc. |
|
Warrants |
|
Success fee |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
(13) (16) (21) |
|||||
|
|
Mingle Healthcare Solutions, Inc. |
|
Warrants |
|
Series CC Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
(13) |
||||
|
|
Nalu Medical, Inc. |
|
Warrants |
|
Series D-2 Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Onward Medical, N.V. |
|
Warrants |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8) (9) (13) (17) (22) |
|||||
|
|
Route 92 Medical, Inc. |
|
Warrants |
|
Success fee |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
(13) (21) |
|||||
|
|
SetPoint Medical Corporation |
|
Warrants |
|
Series B Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
|
|
Warrants |
|
Series B Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
VERO Biotech LLC |
|
Warrants |
|
Success fee |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
(13) (21) |
|||||
|
|
Total Healthcare Technology - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Human Resource & Employment Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
CloudPay, Inc. |
|
Warrants |
|
Series B Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5) (9) (13) |
|||||
|
|
|
|
Warrants |
|
Series D Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5) (9) (13) |
|||||
|
|
|
|
Warrants |
|
Series D Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5) (9) (13) |
|||||
|
|
JobGet Holdings, Inc. (fka Snagajob.com, Inc.) |
|
Warrants |
|
Series B-1 Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
(13) |
||||
|
|
Total Human Resource & Employment Services - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
See notes to consolidated financial statements.
16
Table of Contents
RUNWAY GROWTH FINANCE CORP.
Consolidated Schedule of Investments – (continued)
December 31, 2024
(In thousands, except share data)
Portfolio Company |
|
Investment Type |
|
Investment |
|
Initial Acquisition Date |
|
Maturity Date |
|
Principal ($) / |
|
|
Cost ($) |
|
|
Fair |
|
|
Footnotes |
|||||||
Non-Control/Non-Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Internet & Direct Marketing Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Madison Reed, Inc. |
|
Warrants |
|
Success fee |
|
|
N/A |
|
N/A |
|
|
|
|
|
|
|
|
|
|
(13) (21) |
||||
|
|
Total Internet & Direct Marketing Retail - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Internet Software and Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Bombora, Inc. |
|
Warrants |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
|
|
Warrants |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
CarNow, Inc. |
|
Warrants |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Fidelis Cybersecurity, Inc. |
|
Warrants |
|
Common Stock |
|
|
|
N/A |
|
|
|
|
|
|
|
|
- |
|
|
(13) (20) |
||||
|
|
INRIX, Inc. |
|
Warrants |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
JWP Holdco LLC (fka Longtail Ad Solutions, Inc.) |
|
Warrants |
|
Common Units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Skillshare, Inc. |
|
Warrants |
|
Success fee |
|
|
N/A |
|
N/A |
|
|
|
|
|
|
|
|
|
|
(13) (21) |
||||
|
|
Synack, Inc. |
|
Warrants |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Total Internet Software and Services - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Property & Casualty Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Kin Insurance, Inc. |
|
Warrants |
|
Series D-3 Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Total Property & Casualty Insurance - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Specialized Consumer Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
AllClear ID, Inc. |
|
Warrants |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
(13) |
||||
|
|
|
|
Warrants |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
(13) |
||||
|
|
Credit Sesame, Inc. |
|
Warrants |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Total Specialized Consumer Services - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
System Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Dejero Labs Inc. |
|
Warrants |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7) (9) (13) |
|||||
|
|
Linxup, LLC |
|
Warrants |
|
Success fee |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
(13) (21) |
|||||
|
|
Scale Computing, Inc. |
|
Warrants |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
(13) |
||||
|
|
Total System Software - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Technology Hardware, Storage & Peripherals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
AG真人官方Wear, Inc. |
|
Warrants |
|
Series A Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
|
|
Warrants |
|
Series A Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
|
|
Warrants |
|
Series A Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
|||||
|
|
Total Technology Hardware, Storage & Peripherals - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Total Warrants - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total Non-Control/Non-Affiliate Investments - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
See notes to consolidated financial statements.
17
Table of Contents
RUNWAY GROWTH FINANCE CORP.
Consolidated Schedule of Investments – (continued)
December 31, 2024
(In thousands, except share data)
Portfolio Company |
|
Investment Type |
|
Investment |
|
Initial Acquisition Date |
|
Maturity Date |
|
Principal ($) / |
|
|
Cost ($) |
|
|
Fair |
|
|
Footnotes |
|||||||
Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(25) |
|||||||||
|
Debt Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Healthcare Technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Gynesonics, Inc. |
|
Senior Secured |
|
SOFR+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) (12) |
|||||
|
|
Total Healthcare Technology - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Total Debt Investments - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Application Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Coginiti Corp |
|
Equity |
|
Common Stock |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
- |
|
|
(13) |
|||
|
|
Total Application Software - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Healthcare Technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Gynesonics, Inc. |
|
Equity |
|
Series A-2 Preferred Stock |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
(13) (30) |
||||
|
|
|
|
Equity |
|
Series A-1 Preferred Stock |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
(13) (30) |
||||
|
|
Total Healthcare Technology - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Total Equity Investments - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Application Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Coginiti Corp |
|
Warrants |
|
Common Stock |
|
|
|
|
|
|
|
|
- |
|
|
|
|
- |
|
|
(13) |
|||
|
|
Total Application Software - |
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Healthcare Technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Gynesonics, Inc. |
|
Warrants |
|
Success fee |
|
|
|
N/A |
|
|
|
|
|
|
|
|
- |
|
|
(13) (21) |
||||
|
|
Total Healthcare Technology - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Total Warrants - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total Affiliate Investments - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Control Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(26) |
|||||||||
|
Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Data Processing & Outsourced Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Pivot3, Inc. |
|
Equity |
|
|
|
N/A |
|
N/A |
|
|
|
|
|
|
|
|
|
|
(24) |
|||||
|
|
Total Data Processing & Outsourced Services - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Multi-Sector Holdings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Runway-Cadma I LLC |
|
Equity |
|
|
|
N/A |
|
N/A |
|
|
|
|
|
|
|
|
|
|
(9) |
|||||
|
|
Total Multi-Sector Holdings - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Total Equity Investments - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total Control Investments - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total Investments - |
|
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|||||||||
See notes to consolidated financial statements.
18
Table of Contents
RUNWAY GROWTH FINANCE CORP.
Consolidated Schedule of Investments – (continued)
December 31, 2024
(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 December 31, 2024, the U.S. PRIME Rate was |
(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) |
|
Portfolio company is domiciled in Germany. Fair value of German domiciled investments represents |
(7) |
|
Portfolio company is domiciled in Canada. Fair value of Canadian domiciled investments represents |
(8) |
|
Portfolio company is domiciled in the Netherlands. Fair value of Dutch domiciled investments represents |
(9) |
|
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 |
(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. |
(11) |
|
Disclosures of end-of-term payments ("ETP") are one-time payments stated as a percentage of principal amount. |
(12) |
|
The investment is an eligible loan investment in the collateral under the Credit Facility (as defined in "Note 7 – Borrowings"). |
(13) |
|
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) |
|
The warrant count is based upon a percentage of ownership of Fidelis Cybersecurity, Inc. |
(21) |
|
Investment is either a cash success fee payable or earnout of shares based on the consummation of certain trigger events. |
(22) |
|
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. |
(23) |
|
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. |
(24) |
|
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". |
(25) |
|
Affiliate portfolio company as defined under the 1940 Act in which the Company owns between |
(26) |
|
Control portfolio company, as defined under the 1940 Act, in which the Company owns more than |
(27) |
|
Investment was on non-accrual status as of December 31, 2024 and was therefore considered non-income producing. |
(28) |
|
Sale of equity security was subject to a lock-up period until January 22, 2025. |
(29) |
|
JobGet Holdings, Inc. (fka Snagajob.com, Inc.) has the right of first refusal on sale of preferred stock. |
(30) |
|
Gynesonics, Inc. had the right of first refusal on sale of preferred stock. |
* |
|
Fair value as a percentage of net assets. |
See notes to consolidated financial statements.
19
Table of Contents
RUNWAY GROWTH FINANCE CORP.
Notes to Consolidated Financial Statements
(Unaudited)
Note 1 – Organization
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
Note 2 – Summary of Significant Accounting Policies
Basis of Presentation
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.
20
Table of Contents
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.
Runway-Cadma I LLC
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 $
21
Table of Contents
Use of Estimates
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 and Cash Equivalents
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, $
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
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.
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Investment Transactions and Related Investment Income
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,
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. AG真人官方ized 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.
Debt and Deferred Financing Costs
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."
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Non-Accrual Investments
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):
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Date of Non-Accrual |
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Forgone Interest Income |
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Forgone Accretion of OID and ETP |
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Total Forgone Income |
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Cost Basis |
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Fair Value |
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Fair Value as a % of Total Portfolio |
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As of June 30, 2025 |
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Investment |
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Mingle Healthcare Solutions, Inc. |
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$ |
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$ |
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- |
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$ |
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$ |
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$ |
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% |
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Total |
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$ |
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$ |
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$ |
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$ |
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$ |
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As of December 31, 2024 |
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Investment |
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JobGet Holdings, Inc. (fka Snagajob.com, Inc.) |
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$ |
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$ |
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$ |
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$ |
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$ |
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% |
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Mingle Healthcare Solutions, Inc. |
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- |
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Total |
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$ |
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$ |
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$ |
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$ |
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$ |
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Fair Value Measurements
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.
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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.
Investment Valuation Techniques
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.
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Debt Investments
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.
Warrants
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:
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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.
Foreign Currency Forward Contracts
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.
Equity Investments
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.
Investment Classification
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
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.
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Income Taxes
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
Per Share Information
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
Comprehensive Income
The Company reports all changes in comprehensive income in the Consolidated Statements of Operations. The Company did
Distributions
Repurchases of Common Stock
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.
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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.
Note 3 – Related Party Agreements and Transactions
Advisory Agreement
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
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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
For the three and six months ended June 30, 2025, RGC earned base management fees at a rate of
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
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,
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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
For the three and six months ended June 30, 2025, RGC earned incentive fees of $
As of June 30, 2025, $
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
Administration 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 $
For the six months ended June 30, 2025, the Company incurred $
As of June 30, 2025, the Company had accrued a net payable to the Administrator of $
License Agreement
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.
Runway-Cadma I LLC
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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 $
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 $
As of June 30, 2025 and December 31, 2024, the fair value of the Company's equity interest in the JV was $
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As of June 30, 2025 |
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As of December 31, 2024 |
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Total contributed capital by Runway Growth Finance Corp. |
$ |
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$ |
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Total contributed capital by all members |
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Total unfunded commitments by Runway Growth Finance Corp. |
|
|
|
|
|
|
|
||
Total unfunded commitments by all members |
|
|
|
|
|
|
|
||
On August 14, 2024, the Company assigned: (i) $
Relationship with Oaktree Capital Management and OCM Growth Holdings
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
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 (
32
Table of Contents
Note 4 – Investments
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
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):
|
|
|
|
|
|
For the Six Months Ended June 30, 2025 |
|
||||||||||||||||||||||||||||||||
Portfolio Company |
|
Investment |
|
Investment Income Earned 2025 |
|
|
Fair Value as of December |
|
|
Gross |
|
|
Gross |
|
|
Net AG真人官方ized Gain (Loss) |
|
|
Net Change in Unrealized Gain (Loss) |
|
|
Fair Value as of June 30, 2025(3) |
|
||||||||||||||||
Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Debt Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Gynesonics, Inc. - |
|
SOFR+ |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
- |
|
|
$ |
|
( |
) |
|
$ |
|
- |
|
|
$ |
|
( |
) |
|
$ |
|
- |
|
|||
|
Total Debt Investments |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
( |
) |
|
|
|
- |
|
|
|
|
( |
) |
|
|
|
- |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Coginiti Corp |
|
Common Stock |
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
Gynesonics, Inc. |
|
Series A-2 Preferred Stock |
|
|
|
- |
|
|
|
|
|
|
|
|
- |
|
|
|
|
( |
) |
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
||
|
|
|
Series A-1 Preferred Stock |
|
|
|
- |
|
|
|
|
|
|
|
|
- |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
( |
) |
|
|
|
- |
|
|||
|
Total Equity Investments |
|
|
|
- |
|
|
|
|
|
|
|
|
- |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
( |
) |
|
|
|
- |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Coginiti Corp |
|
Common Stock |
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
Gynesonics, Inc. |
|
Success fee |
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
- |
|
||
|
Total Warrants |
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
- |
|
||||
Total Affiliate Investments |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
- |
|
|
$ |
|
( |
) |
|
$ |
|
|
|
$ |
|
( |
) |
|
$ |
|
- |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Control Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Pivot3, Inc. |
|
|
|
|
- |
|
|
|
|
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
( |
) |
|
|
|
|
||||
|
Runway-Cadma I LLC |
|
|
|
|
- |
|
|
|
|
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|||||
|
Total Equity Investments |
|
|
|
- |
|
|
|
|
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
||||||
Total Control Investments |
|
$ |
|
- |
|
|
$ |
|
|
|
$ |
|
- |
|
|
$ |
|
- |
|
|
$ |
|
- |
|
|
$ |
|
|
|
$ |
|
|
|||||||
33
Table of Contents
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 |
|
||||||||||||||||||||||||||||||||
Portfolio Company |
|
Investment |
|
Investment Income Earned 2024 |
|
|
Fair Value as of December |
|
|
Gross |
|
|
Gross |
|
|
Net AG真人官方ized Gain (Loss) |
|
|
Net Change in Unrealized Gain (Loss) |
|
|
Fair Value as of December 31, 2024(3) |
|
||||||||||||||||
Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Debt Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Gynesonics, Inc. - |
|
SOFR+ |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
- |
|
|
$ |
|
- |
|
|
$ |
|
|
|
$ |
|
|
||||||
|
Total Debt Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Coginiti Corp |
|
Common Stock |
|
|
|
- |
|
|
|
|
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
( |
) |
|
|
|
- |
|
||
|
Gynesonics, Inc. |
|
Series A-2 Preferred Stock |
|
|
|
- |
|
|
|
|
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
||||
|
|
|
Series A-1 Preferred Stock |
|
|
|
- |
|
|
|
|
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
||||
|
Total Equity Investments |
|
|
|
- |
|
|
|
|
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Coginiti Corp |
|
Common Stock |
|
|
|
- |
|
|
|
|
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
( |
) |
|
|
|
- |
|
||
|
Gynesonics, Inc. |
|
Success fee |
|
|
|
- |
|
|
|
|
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
( |
) |
|
|
|
- |
|
||
|
Total Warrants |
|
|
|
- |
|
|
|
|
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
( |
) |
|
|
|
- |
|
||||
Total Affiliate Investments |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
- |
|
|
$ |
|
- |
|
|
$ |
|
|
|
$ |
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Control Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Pivot3, Inc. |
|
|
|
|
- |
|
|
|
|
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|||||
|
Runway-Cadma I LLC |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|||||
|
Total Equity Investments |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|||||||
Total Control Investments |
|
$ |
|
- |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
- |
|
|
$ |
|
- |
|
|
$ |
|
|
|
$ |
|
|
||||||||
34
Table of Contents
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):
|
|
June 30, 2025 |
|
December 31, 2024 |
||||||||||||||||
Geographic Region |
|
Investments at Fair Value |
|
|
Percentage of Net Assets |
|
Investments at Fair Value |
|
|
Percentage of Net Assets |
||||||||||
United States |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Western United States |
|
$ |
|
|
|
|
|
% |
|
$ |
|
|
|
|
|
% |
||||
Northeastern United States |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Midwestern United States |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Northwestern United States |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
South Central United States |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Southeastern United States |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Runway-Cadma I LLC(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total United States |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Germany |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
United Kingdom |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Netherlands |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Canada |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
|
|
|
% |
|
$ |
|
|
|
|
|
% |
||||
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):
|
|
June 30, 2025 |
||||||||
Industry |
|
Investments at Fair Value |
|
|
Percentage of Net Assets |
|||||
Application Software |
|
$ |
|
|
|
|
|
% |
||
Commercial & Professional Services |
|
|
|
|
|
|
|
|
||
Health Care Equipment & Services |
|
|
|
|
|
|
|
|
||
Systems Software |
|
|
|
|
|
|
|
|
||
Technology Hardware & Equipment |
|
|
|
|
|
|
|
|
||
Financial Services |
|
|
|
|
|
|
|
|
||
Insurance |
|
|
|
|
|
|
|
|
||
Media & Entertainment |
|
|
|
|
|
|
|
|
||
Consumer Staples Distribution & Retail |
|
|
|
|
|
|
|
|
||
Household & Personal Products |
|
|
|
|
|
|
|
|
||
Multi-Sector Holdings(1) |
|
|
|
|
|
|
|
|
||
Total |
|
$ |
|
|
|
|
|
% |
||
35
Table of Contents
The following table shows the fair value of the Company's portfolio of investments by industry as of December 31, 2024 (in thousands):
|
|
December 31, 2024 |
||||||||
Industry |
|
Investments at Fair Value |
|
|
Percentage of Net Assets |
|||||
Application Software |
|
$ |
|
|
|
|
|
% |
||
Healthcare Technology |
|
|
|
|
|
|
|
|
||
Internet Software and Services |
|
|
|
|
|
|
|
|
||
Data Processing & Outsourced Services |
|
|
|
|
|
|
|
|
||
System Software |
|
|
|
|
|
|
|
|
||
Property & Casualty Insurance |
|
|
|
|
|
|
|
|
||
Internet & Direct Marketing Retail |
|
|
|
|
|
|
|
|
||
Human Resource & Employment Services |
|
|
|
|
|
|
|
|
||
Electronic Equipment & Instruments |
|
|
|
|
|
|
|
|
||
Healthcare Equipment |
|
|
|
|
|
|
|
|
||
Multi-Sector Holdings(1) |
|
|
|
|
|
|
|
|
||
Technology Hardware, Storage & Peripherals |
|
|
|
|
|
|
|
|
||
Specialized Consumer Services |
|
|
|
|
|
|
|
|
||
Advertising |
|
|
|
|
|
|
|
|
||
Asset Management & Custody Banks |
|
|
|
|
|
|
|
|
||
Biotechnology |
|
|
|
|
|
|
- |
|
|
|
Total |
|
$ |
|
|
|
|
|
% |
||
Derivative Financial Instruments
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
36
Table of Contents
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. AG真人官方ized 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):
Foreign Currency |
|
Counterparty |
|
Maturity Date |
|
Notional Amount to be Sold (£) |
|
|
Notional Amount to be Purchased ($) |
|
|
Unrealized Gain |
|
|||
Great British Pound (GBP) |
|
Canadian Imperial Bank of Commerce |
|
|
|
|
|
|
|
|
|
( |
) |
|||
Great British Pound (GBP) |
|
Canadian Imperial Bank of Commerce |
|
|
|
|
|
|
|
|
|
( |
) |
|||
Great British Pound (GBP) |
|
Canadian Imperial Bank of Commerce |
|
|
|
|
|
|
|
|
|
( |
) |
|||
Total |
|
|
|
|
|
|
|
|
|
|
$ |
|
( |
) |
||
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:
Counterparty |
|
Derivative Liabilities Subject to Master Netting Agreement |
|
|
Derivatives Available |
|
|
Non-cash |
|
|
Cash Collateral Pledged |
|
|
Net Amount of Derivative Liabilities (1) |
|
||||||||||
Canadian Imperial Bank of Commerce |
|
$ |
|
( |
) |
|
$ |
|
- |
|
|
$ |
|
- |
|
|
$ |
|
- |
|
|
$ |
|
( |
) |
Total |
|
$ |
|
( |
) |
|
$ |
|
- |
|
|
$ |
|
- |
|
|
$ |
|
- |
|
|
$ |
|
( |
) |
There were
37
Table of Contents
Note 5 – Fair Value of Financial Instruments
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) |
|
|
Total |
|
||||||||||
As of June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Portfolio Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Senior Secured Loans |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|||||
Second Lien Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Convertible Notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Preferred Stock/Units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Common Stock/Units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Equity Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total Portfolio Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Foreign Currency Forward Contract |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Total |
|
$ |
|
|
|
$ |
|
( |
) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
As of December 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Portfolio Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Senior Secured Loans |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|||||
Second Lien Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Preferred Stock/Units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Common Stock/Units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Equity Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total Portfolio Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|||||
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 $
38
Table of Contents
The following table presents a rollforward of Level 3 assets measured at fair value as of June 30, 2025 (in thousands):
|
|
Senior Secured Loans |
|
|
|
Second Lien |
|
|
|
Convertible Notes |
|
|
|
Preferred |
|
|
|
Common |
|
|
|
Equity Interest |
|
|
|
Warrants |
|
|
Total |
|
|||||||||
Fair value at December 31, 2024 |
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
||||||||
Transfers in (out) of Level 3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Purchases of investments(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
PIK interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sales or prepayments of investments(1) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Scheduled principal repayments of investments |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||
Amortization of fixed income premiums or accretion of discounts and ETP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net realized gain (loss) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
||||||
Net change in unrealized gain (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
( |
) |
|||||
Fair value at June 30, 2025 |
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
||||||||
Net change in unrealized gain (loss) on Level 3 investments still held as of June 30, 2025 |
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
( |
) |
|
$ |
|
|
|
$ |
|
( |
) |
|
$ |
|
( |
) |
|
$ |
|
( |
) |
||||
The following table presents a rollforward of Level 3 assets measured at fair value as of June 30, 2024 (in thousands):
|
|
Senior Secured Loans |
|
|
|
Second Lien |
|
|
|
Convertible Notes |
|
|
|
Preferred |
|
|
|
Common |
|
|
|
Equity Interest |
|
|
|
Warrants |
|
|
Total |
|
|||||||||
Fair value at December 31, 2023 |
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
||||||||
Transfers in (out) of Level 3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
( |
) |
||||||
Purchases of investments(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
PIK interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sales or prepayments of investments |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||
Scheduled repayments of investments |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||
Amortization of fixed income premiums or accretion of discounts and ETP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net realized gain (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net change in unrealized gain (loss) |
|
|
( |
) |
|
|
|
( |
) |
|
|
|
( |
) |
|
|
|
( |
) |
|
|
|
( |
) |
|
|
|
|
|
|
|
( |
) |
|
|
|
( |
) |
|
Fair Value at June 30, 2024 |
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
||||||||
Net change in unrealized gain (loss) on Level 3 investments still held as of June 30, 2024 |
$ |
|
( |
) |
|
$ |
|
( |
) |
|
$ |
|
( |
) |
|
$ |
|
( |
) |
|
$ |
|
( |
) |
|
$ |
|
|
|
$ |
|
( |
) |
|
$ |
|
( |
) |
|
39
Table of Contents
The following table provides quantitative information regarding Level 3 fair value measurements as of June 30, 2025 (in thousands):
Description |
|
Fair Value |
|
|
Valuation Technique |
|
Unobservable Inputs |
|
Range (Weighted Average) |
||
Senior Secured Loans(1) |
|
$ |
|
|
|
Discounted Cash Flow Analysis |
|
Discount rate |
|
||
|
|
|
|
|
|
|
|
Origination yield |
|
||
|
|
|
|
|
|
|
|
Revenue multiples |
|
||
|
|
|
|
|
|
PWERM |
|
Discount rate |
|
||
|
|
|
|
|
|
|
|
Origination yield |
|
||
|
|
|
|
|
|
|
|
Revenue multiples |
|
||
Second Lien Loans(1) |
|
|
|
|
|
Discounted Cash Flow Analysis |
|
Discount rate |
|
||
|
|
|
|
|
|
|
|
Origination yield |
|
||
|
|
|
|
|
|
|
|
Revenue Multiples |
|
||
Convertible Notes |
|
|
|
|
|
Discounted Cash Flow Analysis (6) |
|
N/A |
|
N/A |
|
Preferred Stock/Units |
|
|
|
|
|
Current Value Method (5) |
|
Risk-free interest rate |
|
||
|
|
|
|
|
|
|
|
Average industry volatility |
|
||
|
|
|
|
|
|
|
|
Estimated time to exit |
|
||
|
|
|
|
|
|
Option Pricing Model |
|
Risk-free interest rate |
|
||
|
|
|
|
|
|
|
|
Average industry volatility |
|
||
|
|
|
|
|
|
|
|
Estimated time to exit |
|
||
|
|
|
|
|
|
|
|
Revenue multiples |
|
||
Common Stock/Units |
|
|
|
|
|
Option Pricing Model |
|
Risk-free interest rate |
|
||
|
|
|
|
|
|
|
|
Average industry volatility |
|
||
|
|
|
|
|
|
|
|
Estimated time to exit |
|
||
Equity Interest |
|
|
|
|
|
PWERM (4) |
|
N/A |
|
N/A |
|
Warrants(2) |
|
|
|
|
|
Option Pricing Model |
|
Risk-free interest rate |
|
||
|
|
|
|
|
|
|
|
Average industry volatility |
|
||
|
|
|
|
|
|
|
|
Estimated time to exit |
|
||
|
|
|
|
|
|
|
|
Revenue multiples |
|
||
|
|
|
|
|
|
PWERM (3) |
|
N/A |
|
N/A |
|
|
|
|
|
|
|
Current Value Method |
|
Estimated time to exit |
|
||
|
|
|
|
|
|
|
|
Revenue multiples |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
Total Level 3 Investments |
|
$ |
|
|
|
|
|
|
|
|
|
40
Table of Contents
The following table provides quantitative information regarding Level 3 fair value measurements as of December 31, 2024 (in thousands):
Description |
|
Fair Value |
|
|
Valuation Technique |
|
Unobservable Inputs |
|
Range (Weighted Average) |
||
Senior Secured Loans(1) |
|
$ |
|
|
|
Discounted Cash Flow Analysis (6) |
|
Discount rate |
|
||
|
|
|
|
|
|
|
|
Origination yield |
|
||
|
|
|
|
|
|
|
|
Revenue multiples |
|
||
|
|
|
|
|
|
PWERM |
|
Discount rate |
|
||
|
|
|
|
|
|
|
|
Origination yield |
|
||
|
|
|
|
|
|
|
|
Revenue multiples |
|
||
|
|
|
|
|
|
Waterfall Approach (5) |
|
Risk-free interest rate |
|
||
|
|
|
|
|
|
|
|
Average industry volatility |
|
||
|
|
|
|
|
|
|
|
Estimated time to exit |
|
||
|
|
|
|
|
|
|
|
Revenue multiples |
|
||
Second Lien Loans(1) |
|
|
|
|
|
Discounted Cash Flow Analysis |
|
Discount rate |
|
||
|
|
|
|
|
|
|
|
Origination yield |
|
||
|
|
|
|
|
|
|
|
Revenue Multiples |
|
||
Preferred Stock/Units |
|
|
|
|
|
Waterfall Approach (5) |
|
Risk-free interest rate |
|
||
|
|
|
|
|
|
|
|
Average industry volatility |
|
||
|
|
|
|
|
|
|
|
Estimated time to exit |
|
||
|
|
|
|
|
|
|
|
Revenue multiples |
|
||
|
|
|
|
|
|
Option Pricing Model (6) |
|
Risk-free interest rate |
|
||
|
|
|
|
|
|
|
|
Average industry volatility |
|
||
|
|
|
|
|
|
|
|
Estimated time to exit |
|
||
|
|
|
|
|
|
|
|
Revenue multiples |
|
||
Common Stock/Units |
|
|
|
|
|
Option Pricing Model |
|
Risk-free interest rate |
|
||
|
|
|
|
|
|
|
|
Average industry volatility |
|
||
|
|
|
|
|
|
|
|
Estimated time to exit |
|
||
Equity Interest |
|
|
|
|
|
PWERM (4) |
|
N/A |
|
N/A |
|
Warrants(2) |
|
|
|
|
|
Option Pricing Model |
|
Risk-free interest rate |
|
||
|
|
|
|
|
|
|
|
Average industry volatility |
|
||
|
|
|
|
|
|
|
|
Estimated time to exit |
|
||
|
|
|
|
|
|
|
|
Revenue multiples |
|
||
|
|
|
|
|
|
PWERM (3) |
|
N/A |
|
N/A |
|
|
|
|
|
|
|
Waterfall Approach |
|
Revenue multiples |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
Total Level 3 Investments |
|
$ |
|
|
|
|
|
|
|
|
|
41
Table of Contents
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 $
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 |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||||||||
As of June 30, 2025 |
|
||||||||||||||||||||||||
Credit Facility |
$ |
|
|
|
$ |
|
|
|
$ |
|
- |
|
|
$ |
|
|
|
$ |
|
|
|||||
April 2026 Notes |
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|||||
July 2027 Notes |
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|||||
December 2027 Notes |
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|||||
April 2028 Notes |
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|||||
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
As of December 31, 2024 |
|
||||||||||||||||||||||||
Credit Facility |
$ |
|
|
|
$ |
|
|
|
$ |
|
- |
|
|
$ |
|
|
|
$ |
|
|
|||||
April 2026 Notes |
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|||||
December 2026 Notes |
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|||||
July 2027 Notes |
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|||||
August 2027 Notes |
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|||||
December 2027 Notes |
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|||||
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|||||
Note 6 – Concentration of Credit Risk
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
42
Table of Contents
Note 7 – Borrowings
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 |
|
|
Carrying Value |
|
||||||||
As of June 30, 2025 |
|
|||||||||||||||||||
Credit Facility |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
( |
) |
|
$ |
|
|
|||
April 2026 Notes |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|||
July 2027 Notes |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|||
December 2027 Notes |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|||
April 2028 Notes |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|||
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
( |
) |
|
$ |
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
As of December 31, 2024 |
|
|||||||||||||||||||
Credit Facility |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
( |
) |
|
$ |
|
|
|||
April 2026 Notes |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|||
December 2026 Notes |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|||
July 2027 Notes |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|||
August 2027 Notes |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|||
December 2027 Notes |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|||
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
( |
) |
|
$ |
|
|
|||
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 |
|
|
Unused Facility and |
|
|
Total Interest and Other Debt Financing Expenses |
|
|
Weighted Average |
|||||||||||
Three Months Ended June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Credit Facility |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
% |
|||||
April 2026 Notes |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
||||
December 2026 Notes |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
||||
July 2027 Notes |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
||||
August 2027 Notes |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
||||
December 2027 Notes |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
||||
April 2028 Notes |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
% |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Three Months Ended June 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Credit Facility |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
% |
|||||
April 2026 Notes |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
||||
December 2026 Notes |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
||||
July 2027 Notes |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
||||
August 2027 Notes |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
||||
December 2027 Notes |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
% |
|||||
43
Table of Contents
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):
|
|
Interest Expense |
|
|
Amortization of |
|
|
Unused Facility and |
|
|
Total Interest and Other Debt Financing Expenses |
|
|
Weighted Average |
|||||||||||
Six Months Ended June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Credit Facility |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
% |
|||||
April 2026 Notes |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
||||
December 2026 Notes |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
||||
July 2027 Notes |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
||||
August 2027 Notes |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
||||
December 2027 Notes |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
||||
April 2028 Notes |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
% |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Six Months Ended June 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Credit Facility |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
% |
|||||
April 2026 Notes |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
||||
December 2026 Notes |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
||||
July 2027 Notes |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
||||
August 2027 Notes |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
||||
December 2027 Notes |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
% |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Credit Facility
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 $
As of June 30, 2025, the Company had $
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
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 $
44
Table of Contents
2026 Notes
On December 10, 2021, the Company entered into a master note purchase agreement, completing a private debt offering of $
December 2026 Notes
The December 2026 Notes bore an interest rate of
Aggregate costs in connection with the December 2026 Notes issuance were $
April 2026 Notes
The April 2026 Notes bear an interest rate of
Aggregate costs in connection with the April 2026 Notes issuance were $
2027 Notes
July 2027 Notes
On July 28, 2022, the Company issued and sold $
Aggregate costs in connection with the July 2027 Notes issuance, including the underwriter’s discount and commissions, were $
45
Table of Contents
August 2027 Notes
On August 31, 2022, the Company completed a private debt offering of $
Aggregate costs in connection with the August 2027 Notes issuance were $
December 2027 Notes
On December 7, 2022, the Company issued and sold $
Aggregate costs in connection with the December 2027 Notes issuance, including the underwriter's discount and commissions, were $
2028 Notes
April 2028 Notes
On April 7, 2025, the Company completed a private debt offering of $
Aggregate costs in connection with the April 2028 Notes issuance were $
46
Table of Contents
Note 8 – Commitments, Contingencies, and Off-balance Sheet Arrangements
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 |
|
|
Total |
|
||||||||
As of June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Borrowings (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Credit Facility |
|
$ |
|
- |
|
|
$ |
|
- |
|
|
$ |
|
|
|
$ |
|
- |
|
|
$ |
|
|
||
2026 Notes |
|
|
|
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
|
||
2027 Notes |
|
|
|
- |
|
|
|
|
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
|
||
2028 Notes |
|
|
|
- |
|
|
|
|
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
|
||
Total Borrowings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
||||
Deferred Incentive Fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Foreign Currency Forward Contracts |
|
|
|
( |
) |
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
( |
) |
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
As of December 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Borrowings (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Credit Facility |
|
$ |
|
- |
|
|
$ |
|
|
|
$ |
|
- |
|
|
$ |
|
- |
|
|
$ |
|
|
||
2026 Notes |
|
|
|
- |
|
|
|
|
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
|
||
2027 Notes |
|
|
|
- |
|
|
|
|
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
|
||
Total Borrowings |
|
|
|
- |
|
|
|
|
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
|
||
Deferred Incentive Fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|||||
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.
47
Table of Contents
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 $
Portfolio Company |
|
Investment Type |
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||||
Autobooks, Inc. |
|
Senior Secured Term Loan |
|
$ |
|
|
|
$ |
|
- |
|
|
Bombora, Inc. |
|
Senior Secured Term Loan |
|
|
|
|
|
|
|
|
||
CarNow, Inc. |
|
Senior Secured Term Loan |
|
|
|
|
|
|
|
|
||
Elevate Services, Inc. |
|
Senior Secured Term Loan |
|
|
|
|
|
|
|
|
||
Interactions Corporation |
|
Senior Secured Term Loan |
|
|
|
|
|
|
|
|
||
Linxup, LLC |
|
Senior Secured Term Loan |
|
|
|
|
|
|
|
|
||
Marley Spoon SE |
|
Senior Secured Term Loan |
|
|
|
|
|
|
|
|
||
Onward Medical, N.V. |
|
Senior Secured Term Loan |
|
|
|
|
|
|
|
|
||
Route 92 Medical, Inc. |
|
Senior Secured Term Loan |
|
|
|
|
|
|
|
|
||
Runway-Cadma I LLC |
|
Joint Venture |
|
|
|
|
|
|
|
|
||
SetPoint Medical Corporation |
|
Senior Secured Term Loan |
|
|
|
|
|
|
|
|
||
Snap! Mobile, Inc. |
|
Senior Secured Term Loan |
|
|
|
|
|
|
|
|
||
Swing Education, Inc. |
|
Senior Secured Term Loan |
|
|
|
|
|
|
|
|
||
Swing Education, Inc. |
|
Senior Secured Revolver |
|
|
|
|
|
|
|
|
||
Synack, Inc. |
|
Senior Secured Term Loan |
|
|
|
|
|
|
|
|
||
Zinnia Corporate Holdings, LLC |
|
Senior Secured Term Loan |
|
|
|
|
|
|
|
|
||
Total unused commitments to extend financing |
|
|
|
$ |
|
|
|
$ |
|
|
||
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 $
48
Table of Contents
Note 9 – Net Assets
The Company has the authority to issue
Private Common Stock Offerings
On December 1, 2017, the Company completed its initial private offering ("Initial Private Offering"), in which the Company issued
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 $
On March 31, 2020 and March 24, 2021, the Company issued in aggregate
Initial Public Offering
On October 25, 2021, the Company closed its IPO, issuing
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 $
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 $
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 $
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 $
49
Table of Contents
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 $
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 |
|
||
|
|
|
|
$ |
|
|
|||||
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|||||
|
|
|
|
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|
|||||
|
|
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|
|||||
|
|
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|
|||||
|
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|||||
|
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|||||
|
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|||||
|
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|||||
|
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|||||
|
|
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|
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|
|||||
|
|
|
|
|
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|
|||||
|
|
|
|
|
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|||||
|
|
|
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|||||
|
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|
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|
|||||
|
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|||||
|
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|||||
|
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|||||
|
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|||||
|
|
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|||||
|
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|||||
|
|
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|||||
|
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|||||
|
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|||||
|
|
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|||||
|
|
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|||||
|
|
|
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|
|||||
|
|
|
|
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|
|||||
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
Total |
|
$ |
|
|
|
50
Table of Contents
Note 10 – Income Taxes
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
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):
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||||
Tax cost on investments |
|
$ |
|
|
|
$ |
|
|
||
Change in unrealized gain on a tax basis |
|
$ |
|
|
|
$ |
|
|
||
Change in unrealized loss on a tax basis |
|
|
|
( |
) |
|
|
|
( |
) |
Net unrealized gain (loss) on a tax basis |
|
$ |
|
( |
) |
|
$ |
|
( |
) |
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)
51
Table of Contents
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.
Note 11 — Segment Reporting
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.
52
Table of Contents
Note 12 – Financial Highlights
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):
|
|
Six Months Ended June 30, |
||||||||||
|
|
2025 |
|
2024 |
||||||||
Per Share Data(1): |
|
|
||||||||||
Net asset value at beginning of period |
|
$ |
|
|
|
|
$ |
|
|
|
||
Net investment income |
|
|
|
|
|
|
|
|
|
|
||
Net realized gain (loss) |
|
|
|
|
|
|
|
|
- |
|
|
|
Net change in unrealized gain (loss) |
|
|
|
( |
) |
|
|
|
|
( |
) |
|
Total from investment operations |
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
Distributions |
|
|
|
( |
) |
|
|
|
|
( |
) |
|
Accretion (dilution), net (2) |
|
|
|
|
|
|
|
|
|
|
||
Net asset value at end of period |
|
$ |
|
|
|
|
$ |
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
Ratio/Supplemental Data: |
|
|
||||||||||
Total return based on net asset value(3) |
|
|
|
|
% |
|
|
|
% |
|||
Total return based on market value(4) |
|
|
|
|
% |
|
|
|
% |
|||
Ratio of net investment income to average net assets(5)(6) |
|
|
|
|
% |
|
|
|
% |
|||
Ratio of total operating expenses to average net assets(5)(6) |
|
|
|
|
% |
|
|
|
% |
|||
Ratio of total operating expenses, excluding incentive fees, to average net assets(5) |
|
|
|
|
% |
|
|
|
% |
|||
Ratio of net increase (decrease) in net assets resulting from operations to average net assets(5)(6) |
|
|
|
|
% |
|
|
|
% |
|||
Portfolio turnover rate(7) |
|
|
|
|
% |
|
|
|
% |
|||
|
|
|
|
|
|
|
|
|
|
|
||
Net assets at beginning of period |
|
$ |
|
|
|
|
$ |
|
|
|
||
Net assets at end of period |
|
$ |
|
|
|
|
$ |
|
|
|
||
Weighted average net assets |
|
$ |
|
|
|
|
$ |
|
|
|
||
Weighted average shares outstanding for the period, basic |
|
|
|
|
|
|
|
|||||
53
Table of Contents
Note 13 - Subsequent Events
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.
Distributions
On
Recent Portfolio Activity
From July 1, 2025 through August 7, 2025, the Company completed $
54
Table of Contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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:
55
Table of Contents
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.
56
Table of Contents
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
Portfolio Composition
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 |
|
|
Fair Value |
|
|
% of Total Portfolio |
||||||||
As of June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Portfolio Investments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Senior Secured Loans |
$ |
|
955,354 |
|
|
$ |
|
941,705 |
|
|
|
|
91.88 |
|
% |
|
Second Lien Loans |
|
|
20,902 |
|
|
|
|
20,778 |
|
|
|
|
2.03 |
|
|
|
Convertible Notes |
|
|
1,000 |
|
|
|
|
1,000 |
|
|
|
|
0.10 |
|
|
|
Preferred Stock/Units |
|
|
51,920 |
|
|
|
|
39,549 |
|
|
|
|
3.86 |
|
|
|
Common Stock/Units |
|
|
6,534 |
|
|
|
|
420 |
|
|
|
|
0.04 |
|
|
|
Equity Interest |
|
|
6,550 |
|
|
|
|
6,999 |
|
|
|
|
0.68 |
|
|
|
Warrants |
|
|
23,804 |
|
|
|
|
14,500 |
|
|
|
|
1.41 |
|
|
|
Total Portfolio Investments |
$ |
|
1,066,064 |
|
|
$ |
|
1,024,951 |
|
|
|
|
100.00 |
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
As of December 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Portfolio Investments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Senior Secured Loans |
$ |
|
966,155 |
|
|
$ |
|
950,092 |
|
|
|
|
88.24 |
|
% |
|
Second Lien Loans |
|
|
20,445 |
|
|
|
|
20,152 |
|
|
|
|
1.87 |
|
|
|
Preferred Stock/Units |
|
|
77,247 |
|
|
|
|
82,641 |
|
|
|
|
7.67 |
|
|
|
Common Stock/Units |
|
|
9,141 |
|
|
|
|
2,833 |
|
|
|
|
0.26 |
|
|
|
Equity Interest |
|
|
6,550 |
|
|
|
|
6,940 |
|
|
|
|
0.64 |
|
|
|
Warrants |
|
|
24,345 |
|
|
|
|
14,182 |
|
|
|
|
1.32 |
|
|
|
Total Portfolio Investments |
$ |
|
1,103,883 |
|
|
$ |
|
1,076,840 |
|
|
|
|
100.00 |
|
% |
|
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
Table of Contents
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) |
||||||||||||||||||||||||||||||||||||||
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
||||||||||||||||||||||||||||||||||
|
|
2025 |
|
2024 |
|
2025 |
|
|
2024 |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
||||||||||||||||||||||||
Investment type: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Debt investments |
|
|
15.40 |
|
% |
|
|
15.05 |
|
% |
|
|
15.13 |
|
% |
|
|
|
15.91 |
|
% |
|
|
15.08 |
|
% |
|
|
14.75 |
|
% |
|
|
14.84 |
|
% |
|
|
15.64 |
|
% |
|
Equity interest |
|
|
1.31 |
|
% |
|
|
— |
|
% |
|
|
1.60 |
|
% |
|
|
|
0.11 |
|
% |
|
|
0.89 |
|
% |
|
|
— |
|
% |
|
|
1.17 |
|
% |
|
|
0.07 |
|
% |
|
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):
|
|
|
Six Months Ended June 30, |
|
||||||
|
|
2025 |
|
|
2024 |
|
||||
Beginning investment portfolio |
$ |
|
1,076,840 |
|
|
$ |
|
1,067,009 |
|
|
Purchases of investments |
|
|
54,039 |
|
|
|
|
100,025 |
|
|
PIK interest |
|
|
7,353 |
|
|
|
|
6,863 |
|
|
Sales and prepayments of investments |
|
|
(99,978 |
) |
|
|
|
(59,761 |
) |
|
Scheduled repayments of investments |
|
|
(7,895 |
) |
|
|
|
(1,746 |
) |
|
Sales and maturities of U.S. Treasury Bills |
|
|
- |
|
|
|
|
(42,029 |
) |
|
Amortization of fixed income premiums or accretion of discounts |
|
|
4,106 |
|
|
|
|
5,880 |
|
|
Net realized gain (loss) on investments |
|
|
4,556 |
|
|
|
|
- |
|
|
Net change in unrealized gain (loss) on investments |
|
|
(14,070 |
) |
|
|
|
(12,917 |
) |
|
Ending investment portfolio |
$ |
|
1,024,951 |
|
|
$ |
|
1,063,324 |
|
|
58
Table of Contents
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:
Investment |
|
Rating Definition |
|
|
|
1 |
|
Performing above plan and/or strong enterprise profile, value, financial performance/coverage. Maintaining full covenant and payment compliance as agreed. |
2 |
|
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. |
3 |
|
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. |
4 |
|
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. |
5 |
|
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):
|
June 30, 2025 |
|
|
December 31, 2024 |
||||||||||||||
Investment Rating |
Fair Value |
|
|
% of Total Portfolio |
|
Number of Portfolio Companies |
|
|
Fair Value |
|
|
% of Total Portfolio |
|
Number of Portfolio Companies |
||||
1 |
$ |
22,332 |
|
|
2.18 |
% |
|
1 |
|
|
$ |
27,217 |
|
|
2.53 |
% |
|
1 |
2 |
|
676,831 |
|
|
66.05 |
|
|
20 |
|
|
|
671,839 |
|
|
62.39 |
|
|
20 |
3 |
|
223,783 |
|
|
21.83 |
|
|
8 |
|
|
|
231,488 |
|
|
21.50 |
|
|
8 |
4 |
|
37,138 |
|
|
3.62 |
|
|
1 |
|
|
|
34,120 |
|
|
3.17 |
|
|
1 |
5 |
|
2,399 |
|
|
0.23 |
|
|
1 |
|
|
|
5,580 |
|
|
0.52 |
|
|
2 |
|
$ |
962,483 |
|
|
93.91 |
% |
|
31 |
|
|
$ |
970,244 |
|
|
90.11 |
% |
|
32 |
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.
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Mingle Healthcare Solutions, Inc. |
|
1/1/2024 |
|
$ |
|
1,013 |
|
|
$ |
|
- |
|
|
$ |
|
1,013 |
|
|
$ |
|
4,757 |
|
|
$ |
|
2,399 |
|
|
|
0.23 |
|
% |
Total |
|
|
|
$ |
|
1,013 |
|
|
$ |
|
- |
|
|
$ |
|
1,013 |
|
|
$ |
|
4,757 |
|
|
$ |
|
2,399 |
|
|
|
0.23 |
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
As of December 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Investment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
JobGet Holdings, Inc. (fka Snagajob.com, Inc.) |
|
3/31/2024 |
|
$ |
|
4,243 |
|
|
$ |
|
283 |
|
|
$ |
|
4,526 |
|
|
$ |
|
3,774 |
|
|
$ |
|
3,431 |
|
|
|
0.32 |
|
% |
Mingle Healthcare Solutions, Inc. |
|
1/1/2024 |
|
|
|
687 |
|
|
|
|
- |
|
|
|
|
687 |
|
|
|
|
4,952 |
|
|
|
|
2,148 |
|
|
|
0.20 |
|
|
Total |
|
|
|
$ |
|
4,930 |
|
|
$ |
|
283 |
|
|
$ |
|
5,213 |
|
|
$ |
|
8,726 |
|
|
$ |
|
5,579 |
|
|
|
0.52 |
|
% |
59
Table of Contents
Results of Operations
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):
|
|
Three Months Ended June 30, |
|
|
|
Six Months Ended June 30, |
|
||||||||||||||||||||||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
|
2025 |
|
|
2024 |
|
||||||||||||||||||||||||||||
|
|
Total |
|
|
Per Share(1) |
|
|
Total |
|
|
Per Share(1) |
|
|
|
Total |
|
|
Per Share(1) |
|
|
Total |
|
|
Per Share(1) |
|
||||||||||||||||
Investment income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest, fee and dividend income |
|
$ |
|
34,979 |
|
|
$ |
|
0.94 |
|
|
$ |
|
34,052 |
|
|
$ |
|
0.87 |
|
|
|
$ |
|
70,188 |
|
|
$ |
|
1.89 |
|
|
$ |
|
73,933 |
|
|
$ |
|
1.86 |
|
Other income |
|
|
|
168 |
|
|
|
|
0.01 |
|
|
|
|
141 |
|
|
|
|
- |
|
|
|
|
|
357 |
|
|
|
|
0.01 |
|
|
|
|
269 |
|
|
|
|
0.01 |
|
Total investment income |
|
|
|
35,147 |
|
|
|
|
0.95 |
|
|
|
|
34,193 |
|
|
|
|
0.87 |
|
|
|
|
|
70,545 |
|
|
|
|
1.90 |
|
|
|
|
74,202 |
|
|
|
|
1.87 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Management fees |
|
|
|
3,944 |
|
|
|
|
0.11 |
|
|
|
|
3,946 |
|
|
|
|
0.10 |
|
|
|
|
|
7,953 |
|
|
|
|
0.21 |
|
|
|
|
7,898 |
|
|
|
|
0.20 |
|
Incentive fees |
|
|
|
3,523 |
|
|
|
|
0.09 |
|
|
|
|
3,649 |
|
|
|
|
0.09 |
|
|
|
|
|
7,452 |
|
|
|
|
0.20 |
|
|
|
|
8,317 |
|
|
|
|
0.20 |
|
Interest and other debt financing expenses |
|
|
|
11,764 |
|
|
|
|
0.32 |
|
|
|
|
10,867 |
|
|
|
|
0.28 |
|
|
|
|
|
22,051 |
|
|
|
|
0.59 |
|
|
|
|
21,727 |
|
|
|
|
0.55 |
|
Professional fees |
|
|
|
677 |
|
|
|
|
0.02 |
|
|
|
|
253 |
|
|
|
|
0.01 |
|
|
|
|
|
1,131 |
|
|
|
|
0.03 |
|
|
|
|
915 |
|
|
|
|
0.02 |
|
Administration agreement expenses |
|
|
|
663 |
|
|
|
|
0.02 |
|
|
|
|
472 |
|
|
|
|
0.01 |
|
|
|
|
|
1,288 |
|
|
|
|
0.04 |
|
|
|
|
1,036 |
|
|
|
|
0.03 |
|
Insurance expense |
|
|
|
161 |
|
|
|
|
- |
|
|
|
|
209 |
|
|
|
|
0.01 |
|
|
|
|
|
316 |
|
|
|
|
0.01 |
|
|
|
|
417 |
|
|
|
|
0.01 |
|
Tax expense |
|
|
|
140 |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
|
250 |
|
|
|
|
0.01 |
|
|
|
|
2 |
|
|
|
|
- |
|
Other expenses |
|
|
|
327 |
|
|
|
|
0.01 |
|
|
|
|
206 |
|
|
|
|
- |
|
|
|
|
|
557 |
|
|
|
|
0.02 |
|
|
|
|
635 |
|
|
|
|
0.02 |
|
Total operating expenses |
|
|
|
21,199 |
|
|
|
|
0.57 |
|
|
|
|
19,602 |
|
|
|
|
0.50 |
|
|
|
|
|
40,998 |
|
|
|
|
1.11 |
|
|
|
|
40,947 |
|
|
|
|
1.03 |
|
Net investment income |
|
|
|
13,948 |
|
|
|
|
0.38 |
|
|
|
|
14,591 |
|
|
|
|
0.37 |
|
|
|
|
|
29,547 |
|
|
|
|
0.79 |
|
|
|
|
33,255 |
|
|
|
|
0.84 |
|
AG真人官方ized gain (loss) |
|
|
|
(1,512 |
) |
|
|
|
(0.04 |
) |
|
|
|
- |
|
|
|
|
- |
|
|
|
|
|
4,545 |
|
|
|
|
0.12 |
|
|
|
|
- |
|
|
|
|
- |
|
Net change in unrealized gain (loss) |
|
|
|
4,361 |
|
|
|
|
0.11 |
|
|
|
|
(6,300 |
) |
|
|
|
(0.16 |
) |
|
|
|
|
(15,429 |
) |
|
|
|
(0.41 |
) |
|
|
|
(12,917 |
) |
|
|
|
(0.33 |
) |
Net increase (decrease) in net assets resulting from operations |
|
$ |
|
16,797 |
|
|
$ |
|
0.45 |
|
|
$ |
|
8,291 |
|
|
$ |
|
0.21 |
|
|
|
$ |
|
18,663 |
|
|
$ |
|
0.50 |
|
|
$ |
|
20,338 |
|
|
$ |
|
0.51 |
|
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
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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:
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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 AG真人官方ized 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.
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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.
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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.
Repurchase Program
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
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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.
Distributions and Dividend Reinvestment Plan
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.
Distributions
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.
Recent Portfolio Activity
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.
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Item 3. Quantitative and Qualitative Disclosures about Market Risk
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.
Valuation Risk
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.
Interest Rate Risk
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,
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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.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
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.
Changes in Internal Control over Financial Reporting
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.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
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.
Item 1A. Risk Factors.
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.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
(a) None.
(b) None.
(c) Rule 10b5-1 Disclosure
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
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Item 6. Exhibits
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) |
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3.2 |
Articles of Amendment (2) |
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3.3 |
Second Amended and Restated Bylaws (2) |
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31.1 |
Certification of Chief Executive Officer pursuant to Rule 13a‑14 of the Securities Exchange Act of 1934, as amended* |
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31.2 |
Certification of Chief Financial Officer pursuant to Rule 13a‑14 of the Securities Exchange Act of 1934, as amended* |
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32.1 |
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* |
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32.2 |
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* |
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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.* |
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101.SCH |
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents * |
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104 |
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.* |
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* Filed herewith.
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SIGNATURES
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.
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RUNWAY GROWTH FINANCE CORP. |
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Date: August 7, 2025 |
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By: |
/s/ R. David Spreng |
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R. David Spreng |
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President, Chief Executive Officer |
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(Principal Executive Officer) |
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Date: August 7, 2025 |
By: |
/s/ Thomas B. Raterman |
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Thomas B. Raterman |
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Chief Financial Officer, Treasurer and Secretary |
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(Principal Financial and Accounting Officer) |
70
Source:
FAQ
How many Corebridge (CRBG) shares are being sold in this offering?
Does Corebridge receive any proceeds from the sale?
Will existing shareholders be diluted?
What will AIG鈥檚 ownership be after the transaction?
What is Corebridge鈥檚 current dividend policy?
How much capacity remains under the share-repurchase program?
