Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 814-01180 Runway Growth Finance Corp. (Exact name of registrant as specified in its charter) Maryland 47-5049745 (State of incorporation) (I.R.S. Empl ...

[PART I](index=3&type=section&id=PART%20I) [Business](index=3&type=section&id=Item%201.%20Business) Runway Growth Finance Corp. (RWAY) is an externally managed BDC and RIC providing senior secured loans to high-growth companies, aiming for total return through income and capital appreciation - The company is a specialty finance firm providing senior secured loans to late and growth-stage companies in high-growth industries[12](index=12&type=chunk) - As of December 31, 2021, the debt investment portfolio consisted of **39 debt investments** in **25 portfolio companies** with a fair value of **$635.9 million**; **98.0%** of the debt portfolio at fair value consisted of senior term loans[18](index=18&type=chunk)[19](index=19&type=chunk) - The company closed its Initial Public Offering (IPO) on October 25, 2021, issuing **6,850,000 shares** at **$14.60 per share** and receiving net proceeds of approximately **$93 million**; the stock trades on the Nasdaq Global Select Market under the symbol "RWAY"[16](index=16&type=chunk) Portfolio Yield Overview (Year Ended Dec 31) | Metric | 2021 | 2020 | 2019 | | :--- | :--- | :--- | :--- | | **Debt Investments Yield (Fair Value)** | 13.77% | 14.91% | 20.47% | | **Equity Interest Yield (Fair Value)** | 2.68% | 3.59% | —% | | **All Investments Yield (Fair Value)** | 12.74% | 13.88% | 19.31% | [External Management and Strategic Relationships](index=5&type=section&id=External%20Management%20and%20Strategic%20Relationships) The company is externally managed by Runway Growth Capital LLC, which provides investment advisory and administrative services, and maintains a strategic relationship with Oaktree Capital Management - RGC manages day-to-day operations and provides investment advisory services for a base management fee and an incentive fee[25](index=25&type=chunk)[28](index=28&type=chunk) - As of December 31, 2021, OCM, an affiliate of Oaktree, owned **48%** of the company's total issued and outstanding shares; OCM has the right to nominate a member to the Board of Directors and appoint a member to RGC's Investment Committee[41](index=41&type=chunk)[42](index=42&type=chunk)[43](index=43&type=chunk) [Investment Strategy and Market Opportunity](index=13&type=section&id=Investment%20Strategy%20and%20Market%20Opportunity) The company maximizes total return by providing senior secured term loans to late and growth-stage companies in high-growth industries, leveraging a favorable and underserved venture debt market - The primary investment focus is on senior secured term loans, with occasional investments in second lien loans and equity securities (like warrants) acquired in connection with loans[45](index=45&type=chunk) - Investment origination is pursued through two main strategies: Sponsored Growth Lending (targeting companies with at least **$15 million** annual revenue) and Non-Sponsored Growth Lending (targeting companies with at least **$20 million** annual revenue)[47](index=47&type=chunk)[49](index=49&type=chunk)[50](index=50&type=chunk) - The venture debt lending market was estimated at **$29.9 billion** in 2021, representing about **9.1%** of total U.S. venture capital deal value, indicating a large and growing market for the company's services[60](index=60&type=chunk) [Competitive Advantages and Competition](index=18&type=section&id=Competitive%20Advantages%20and%20Competition) The company leverages an experienced team, disciplined process, and Oaktree partnership for competitive advantage, while facing intense competition from larger, less regulated financial entities - Key competitive strengths include an experienced management team, a disciplined credit-first investment process, proprietary risk analytics, and deep relationships within the venture community[63](index=63&type=chunk)[69](index=69&type=chunk)[73](index=73&type=chunk)[75](index=75&type=chunk) - The company's debt portfolio is **98.0%** first lien senior secured; since inception, the cumulative gross loss rate has been **0.98%** of total commitments, with a net loss rate of **0.04%**[71](index=71&type=chunk) - Primary competitors include public and private funds, other BDCs, commercial and investment banks, and venture-oriented commercial banks; many competitors are larger and not subject to the same regulatory restrictions as a BDC[79](index=79&type=chunk) [Regulatory and Tax Structure](index=22&type=section&id=Regulatory%20and%20Tax%20Structure) The company operates as a BDC and RIC, subject to regulations on asset composition, leverage, and income distribution, while benefiting from reduced reporting as an emerging growth company - As a BDC, the company is required to maintain an asset coverage ratio of at least **200%** after each issuance of senior securities, though the Board approved a proposal to reduce this to **150%** effective October 28, 2022, or earlier with stockholder approval[117](index=117&type=chunk)[137](index=137&type=chunk) - To qualify as a RIC, the company must derive at least **90%** of its gross income from specified sources and meet certain asset diversification tests at the end of each quarter[91](index=91&type=chunk)[97](index=97&type=chunk) - The company must distribute at least **90%** of its investment company taxable income to maintain its RIC status and generally avoid corporate-level U.S. federal income tax[95](index=95&type=chunk) - The company is classified as an "emerging growth company," exempting it from certain reporting requirements, such as the auditor attestation report on internal control over financial reporting required by Section 404(b) of the Sarbanes-Oxley Act[83](index=83&type=chunk) [Risk Factors](index=42&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks including economic uncertainties, business and structural challenges, investment-specific risks, potential conflicts of interest, and common stock volatility [Risks Related to the Economy](index=45&type=section&id=Risks%20Related%20to%20the%20Economy) The company's performance is vulnerable to broad economic conditions, including pandemic impacts, market disruptions, recessions, and rising inflation, which could impair loan repayments - The COVID-19 pandemic has caused severe disruptions in the U.S. economy, creating significant business disruption for portfolio companies and adversely impacting the value and performance of certain investments[169](index=169&type=chunk)[171](index=171&type=chunk) - Economic recessions or downturns could increase non-performing assets, decrease the value of collateral securing loans, and lead to financial losses in the portfolio[184](index=184&type=chunk) - Rising inflation and interest rates could impair portfolio companies' cash flow and operations, potentially leading to increased defaults[184](index=184&type=chunk)[191](index=191&type=chunk) [Risks Related to Our Business and Structure](index=53&type=section&id=Risks%20Related%20to%20Our%20Business%20and%20Structure) The company faces business and structural risks from subjective private investment valuations, intense competition, reliance on its external adviser, regulatory constraints, and interest rate fluctuations - A significant portion of the investment portfolio is recorded at fair value determined in good faith by the Board of Directors, which is inherently subjective and uncertain[192](index=192&type=chunk)[193](index=193&type=chunk) - The company operates in a highly competitive market, which may limit its ability to find attractive investment opportunities and could lead to decreased yields[200](index=200&type=chunk)[202](index=202&type=chunk) - Regulations governing BDCs affect the ability to raise additional capital, particularly the restriction on selling common stock below net asset value without stockholder approval[220](index=220&type=chunk)[225](index=225&type=chunk) - The potential phase-out of LIBOR and transition to alternative reference rates like SOFR could impact the interest rates on both its loans and its borrowings, creating uncertainty for financial results[249](index=249&type=chunk)[250](index=250&type=chunk) [Risks Related to Our Investments](index=73&type=section&id=Risks%20Related%20to%20Our%20Investments) Investments in high-growth, private companies are inherently risky, speculative, and illiquid, with potential for concentration risk and significant impact from industry downturns - Investing in high growth-potential, private companies involves a high degree of risk, as these companies may have limited financial resources, shorter operating histories, and be more vulnerable to competition and economic downturns[256](index=256&type=chunk)[261](index=261&type=chunk)[262](index=262&type=chunk) - The portfolio may be concentrated in a limited number of companies and industries (such as technology and life sciences), subjecting it to significant loss if one or more of these companies default or if a specific industry experiences a downturn[279](index=279&type=chunk)[280](index=280&type=chunk) - The illiquidity of investments in privately held companies may make it difficult to sell them when desired or to realize their recorded value in a quick liquidation[277](index=277&type=chunk) - Prepayments of debt investments by portfolio companies could adversely impact results of operations, as proceeds may need to be reinvested at lower yields[306](index=306&type=chunk) [Risks Related to Our Conflicts of Interest](index=93&type=section&id=Risks%20Related%20to%20Our%20Conflicts%20of%20Interest) External management, the Oaktree strategic relationship, and asset-based fee structures create potential conflicts of interest, particularly concerning risk-taking and valuation - The strategic relationship with Oaktree creates potential conflicts, as OCM is a major shareholder with representation on the Board and RGC's Investment Committee, and Oaktree may engage in similar investment activities[314](index=314&type=chunk)[316](index=316&type=chunk) - The base management fee is based on gross assets, which may incentivize RGC to use leverage; the incentive fee is based on net capital gains, which could induce more speculative investments[210](index=210&type=chunk)[211](index=211&type=chunk) - The participation of RGC's investment team in the valuation process could result in a conflict of interest, as management and incentive fees are based, in part, on the value of the company's assets[323](index=323&type=chunk) [Risks Related to Our Common Stock](index=97&type=section&id=Risks%20Related%20to%20Our%20Common%20Stock) Common stock risks include trading at a discount to NAV, potential price impact from substantial sales, and dilution for non-participating stockholders in dividend reinvestment - Shares of BDCs frequently trade at a discount to their net asset value, and there is no assurance the company's common stock will trade at, above, or below its NAV[326](index=326&type=chunk) - Sales of substantial amounts of common stock in the public market, particularly after lock-up periods expire, could adversely affect the market price[329](index=329&type=chunk)[336](index=336&type=chunk) - Stockholders who do not participate in the dividend reinvestment plan may experience dilution in the NAV of their shares if the company's shares are trading at a discount to NAV[344](index=344&type=chunk) [Risks Related to RIC Tax Treatment](index=106&type=section&id=Risks%20Related%20to%20RIC%20Tax%20Treatment) Maintaining RIC status is crucial to avoid corporate income tax, with failure to meet distribution or income tests leading to substantial reductions in net assets and distributable income - If the company fails to qualify as a RIC, it will be subject to U.S. federal income tax at corporate rates, which could substantially reduce net assets and the amount of income available for distribution[356](index=356&type=chunk)[359](index=359&type=chunk) - The company may recognize taxable income from sources like PIK interest before receiving the corresponding cash; this could create difficulty in meeting the **90%** distribution requirement to maintain RIC status[360](index=360&type=chunk)[361](index=361&type=chunk) [Unresolved Staff Comments](index=116&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the Securities and Exchange Commission - None[394](index=394&type=chunk) [Properties](index=116&type=section&id=Item%202.%20Properties) The company does not own real estate; its corporate headquarters and facilities are provided by its Administrator - The company's corporate headquarters are located at 205 N. Michigan Ave., Suite 4200, Chicago, IL 60601, and are provided by the Administrator; the company does not own any real estate[395](index=395&type=chunk) [Legal Proceedings](index=116&type=section&id=Item%203.%20Legal%20Proceedings) The company and its investment adviser are not currently subject to any material legal proceedings - The company is not currently subject to any material legal proceedings[396](index=396&type=chunk) [Mine Safety Disclosures](index=118&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's business operations - Not applicable[398](index=398&type=chunk) [PART II](index=119&type=section&id=PART%20II) [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=119&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock began trading on Nasdaq in October 2021, with quarterly distributions and an opt-out dividend reinvestment plan - Common stock began trading on Nasdaq Global Select Market on October 21, 2021, under the symbol "RWAY"[401](index=401&type=chunk) Quarterly Distributions Declared per Share | Quarter | Record Date | Payment Date | Per Share | | :--- | :--- | :--- | :--- | | **2022 Q1** | Mar 8, 2022 | Mar 22, 2022 | $0.27 | | **2021 Q4** | Nov 8, 2021 | Nov 22, 2021 | $0.25 | | **2021 Q3** | Jul 20, 2021 | Aug 12, 2021 | $0.34 | | **2021 Q2** | Apr 30, 2021 | May 13, 2021 | $0.37 | | **2021 Q1** | Mar 5, 2021 | Mar 19, 2021 | $0.37 | - The company has an "opt-out" dividend reinvestment plan where cash distributions are automatically reinvested in additional shares unless a stockholder elects to receive cash[409](index=409&type=chunk) - On March 2, 2022, the closing stock price was **$13.34 per share**, representing an **8.9% discount** to the NAV per share of **$14.65** as of December 31, 2021[417](index=417&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=125&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section details the company's financial condition and operational results, including portfolio composition, investment activity, asset quality, and liquidity [Portfolio Composition and Investment Activity](index=131&type=section&id=Portfolio%20Composition%20and%20Investment%20Activity) As of December 31, 2021, the company's $729.5 million portfolio, primarily senior secured term loans, saw significant funding and repayments, with a 13.77% debt portfolio yield Portfolio Composition by Fair Value (as of Dec 31, 2021) | Investment Type | Fair Value | % of Total Portfolio | | :--- | :--- | :--- | | Senior Secured Term Loans | $623,053,646 | 85.4% | | Warrants | $20,087,550 | 2.7% | | Preferred Stock | $17,037,125 | 2.3% | | Second Lien Term Loans | $12,872,588 | 1.8% | | Common Stock | $11,463,865 | 1.6% | | U.S. Treasury Bill | $45,001,500 | 6.2% | | **Total Investments** | **$729,516,274** | **100.0%** | - In 2021, the company funded **$267.7 million** in **12 new portfolio companies** and **$116.7 million** in **10 existing portfolio companies**, while receiving **$293.3 million** in loan repayments from **17 portfolio companies**[448](index=448&type=chunk) [Asset Quality](index=133&type=section&id=Asset%20Quality) The company monitors debt portfolio quality using a five-level rating system, with most assets performing at or above plan, though some are on non-accrual status Debt Investment Ratings by Fair Value | Rating | Definition | % of Total Portfolio (Dec 31, 2021) | % of Total Portfolio (Dec 31, 2020) | | :--- | :--- | :--- | :--- | | 1 | Performing above plan | 12.5% | —% | | 2 | Performing at or near plan | 65.7% | 61.2% | | 3 | Performing below plan | 6.5% | 14.5% | | 4 | Materially below plan | 0.4% | 4.9% | | 5 | Going concern in question | 2.0% | —% | - As of December 31, 2021, loans to two companies, Mojix, Inc. and Pivot3 Holdings, Inc., were on non-accrual status, representing **4.66%** of the company's net assets[454](index=454&type=chunk) [Results of Operations](index=134&type=section&id=Results%20of%20Operations) In 2021, total investment income increased to $71.4 million, while operating expenses also rose, resulting in net investment income of $44.5 million and a net asset increase of $45.6 million Comparison of Results of Operations (Years Ended Dec 31) | Metric | 2021 | 2020 | 2019 | | :--- | :--- | :--- | :--- | | **Total Investment Income** | $71,358,455 | $57,626,303 | $55,139,136 | | **Total Operating Expenses** | $26,866,767 | $19,556,586 | $18,685,305 | | **Net Investment Income** | $44,491,688 | $38,069,717 | $36,453,831 | | **Net Realized (Loss)/Gain** | $4,172,366 | ($5,347,409) | $609,031 | | **Net Change in Unrealized (Depreciation)/Appreciation** | ($3,045,344) | $14,257,592 | ($9,416,462) | | **Net Increase in Net Assets from Operations** | **$45,618,710** | **$46,979,900** | **$27,646,400** | - The increase in investment income in 2021 was driven by capital deployment, increased invested balance, prepayments, and end-of-term payments[461](index=461&type=chunk) - The increase in operating expenses in 2021 was primarily due to higher management and incentive fees paid to RGC, increased interest expense, and debt financing fees[463](index=463&type=chunk) [Financial Condition, Liquidity and Capital Resources](index=141&type=section&id=Financial%20Condition%2C%20Liquidity%20and%20Capital%20Resources) The company maintains strong liquidity and capital resources, with a 582% asset coverage ratio, utilizing credit facilities and senior notes to fund operations and commitments - As of December 31, 2021, the company's asset coverage ratio was **582%**, well above the regulatory requirement[471](index=471&type=chunk) - In December 2021, the company issued **$20 million** of **4.25% Senior Notes** due 2026 in a private placement, with an additional **$50 million** closing in February 2022[479](index=479&type=chunk) - As of December 31, 2021, the company had **$61.0 million** outstanding under its credit facility and **$187.0 million** in unfunded loan commitments to **13 portfolio companies**[476](index=476&type=chunk)[487](index=487&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=158&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces significant market risks, primarily valuation risk for illiquid investments and interest rate risk, while managing the transition from LIBOR - The company's primary market risks are valuation risk for its illiquid portfolio investments and interest rate risk[532](index=532&type=chunk)[533](index=533&type=chunk)[536](index=536&type=chunk) - As of December 31, 2021, **94.5%** of the debt portfolio bore interest at variable rates, primarily based on LIBOR and subject to floors; a hypothetical **200 basis point** increase in rates could increase annual investment income by a maximum of **$9.6 million**, while a decrease would have no impact due to interest rate floors[537](index=537&type=chunk) - The company is actively managing the transition away from LIBOR, which is expected to be discontinued after June 30, 2023, and may need to renegotiate credit agreements with portfolio companies and its own borrowing facilities[539](index=539&type=chunk) [Financial Statements and Supplementary Data](index=163&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the company's audited financial statements for the fiscal year ended December 31, 2021, including key statements and notes Key Financial Data (as of Dec 31, 2021) | Metric | Amount | | :--- | :--- | | Total Investments at Fair Value | $729,516,274 | | Total Assets | $738,347,480 | | Total Liabilities | $132,152,989 | | **Total Net Assets** | **$606,194,491** | | Net Asset Value per Share | $14.65 | Key Operational Data (Year Ended Dec 31, 2021) | Metric | Amount | | :--- | :--- | | Total Investment Income | $71,358,455 | | Net Investment Income | $44,491,688 | | **Net Increase in Net Assets from Operations** | **$45,618,710** | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=239&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants regarding accounting and financial disclosure - None[758](index=758&type=chunk) [Controls and Procedures](index=239&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and internal control over financial reporting were effective as of December 31, 2021 - Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2021[759](index=759&type=chunk) - Management concluded that the company's internal control over financial reporting was effective as of December 31, 2021[763](index=763&type=chunk) [Other Information](index=240&type=section&id=Item%209B.%20Other%20Information) This section provides estimated stockholder transaction and annual expenses, with total annual expenses at 3.42% of net assets Estimated Annual Expenses | Expense Category | % of Net Assets | | :--- | :--- | | Management Fee | 1.48% | | Incentive Fee | 1.52% | | Interest payments on borrowed funds | 0.42% | | Other expenses | -% | | **Total annual expenses** | **3.42%** | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspection](index=242&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspection) This item is not applicable to the company - None[774](index=774&type=chunk) [PART III](index=244&type=section&id=PART%20III) [Directors, Executive Officers and Corporate Governance](index=244&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information for this item is incorporated by reference from the company's definitive 2022 proxy statement - Information is incorporated by reference from the 2022 Proxy Statement[776](index=776&type=chunk) [Executive Compensation](index=244&type=section&id=Item%2011.%20Executive%20Compensation) Information for this item is incorporated by reference from the company's definitive 2022 proxy statement - Information is incorporated by reference from the 2022 Proxy Statement[778](index=778&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=244&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information for this item is incorporated by reference from the company's definitive 2022 proxy statement - Information is incorporated by reference from the 2022 Proxy Statement[779](index=779&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=244&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information for this item is incorporated by reference from the company's definitive 2022 proxy statement - Information is incorporated by reference from the 2022 Proxy Statement[780](index=780&type=chunk) [Principal Accounting Fees and Services](index=244&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Information for this item is incorporated by reference from the company's definitive 2022 proxy statement - Information is incorporated by reference from the 2022 Proxy Statement[781](index=781&type=chunk) [PART IV](index=245&type=section&id=PART%20IV) [Exhibits and Financial Statement Schedules](index=245&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists all financial statements and exhibits filed as part of the Annual Report on Form 10-K, including key corporate and contractual documents - This section lists all financial statements and exhibits filed with the Form 10-K, including key agreements like the Second Amended and Restated Investment Advisory Agreement and the Master Note Purchase Agreement[782](index=782&type=chunk)[783](index=783&type=chunk)

PART I. FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The unaudited consolidated financial statements show total assets of $651.3 million and net investment income of $10.7 million for the third quarter [Statements of Assets and Liabilities](index=4&type=section&id=Statements%20of%20Assets%20and%20Liabilities) Total assets grew to $651.3 million and net assets increased to $504.2 million as of September 30, 2021 Consolidated Statements of Assets and Liabilities | Financial Metric | September 30, 2021 (Unaudited) | December 31, 2020 | | :--- | :--- | :--- | | **Total Investments at Fair Value** | $646,353,037 | $621,826,650 | | **Total Assets** | $651,252,977 | $639,891,397 | | **Total Liabilities** | $147,051,992 | $173,647,712 | | **Total Net Assets** | $504,200,985 | $466,243,685 | | **Net Asset Value per Share** | $14.60 | $14.84 | [Statements of Operations](index=6&type=section&id=Statements%20of%20Operations) Total investment income for Q3 2021 rose to $18.6 million, resulting in a net increase in net assets of $10.2 million Consolidated Statements of Operations | Metric | Three Months Ended Sep 30, 2021 | Three Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2020 | | :--- | :--- | :--- | :--- | :--- | | **Total Investment Income** | $18,610,066 | $14,215,723 | $53,778,440 | $40,837,634 | | **Total Operating Expenses** | $7,868,942 | $4,693,143 | $20,215,110 | $13,797,626 | | **Net Investment Income** | $10,741,124 | $9,522,580 | $33,563,330 | $27,040,008 | | **Net Increase in Net Assets** | $10,231,052 | $10,909,028 | $26,313,723 | $26,230,561 | | **Net Investment Income per Share** | $0.32 | $0.35 | $1.04 | $1.02 | | **Net Increase in Net Assets per Share** | $0.31 | $0.40 | $0.81 | $0.99 | [Statements of Changes in Net Assets](index=8&type=section&id=Statements%20of%20Changes%20in%20Net%20Assets) Net assets increased by $38.0 million to $504.2 million during the first nine months of 2021 Consolidated Statements of Changes in Net Assets | Description | Nine Months Ended Sep 30, 2021 | | :--- | :--- | | **Net Assets at Beginning of Period** | $466,243,685 | | Net Increase from Operations | $26,313,723 | | Distributions to Stockholders | ($34,597,684) | | Net Increase from Capital Share Transactions | $46,241,261 | | **Net Assets at End of Period** | $504,200,985 | [Statements of Cash Flows](index=9&type=section&id=Statements%20of%20Cash%20Flows) The company experienced a net cash decrease of $13.9 million for the nine months ended September 30, 2021 Consolidated Statements of Cash Flows | Cash Flow Activity | Nine Months Ended Sep 30, 2021 | | :--- | :--- | | **Net Cash Provided by Operating Activities** | $4,955,802 | | **Net Cash (Used in) Financing Activities** | ($18,905,545) | | **Net (Decrease) in Cash** | ($13,949,743) | | **Cash at Beginning of Period** | $14,886,246 | | **Cash at End of Period** | $936,503 | [Schedule of Investments](index=11&type=section&id=Schedule%20of%20Investments) Total investments reached $646.4 million, with a portfolio concentrated in senior secured term loans and key technology sectors Investment Portfolio Composition | Investment Type | Fair Value | % of Net Assets | | :--- | :--- | :--- | | Senior Secured Term Loans | $531,605,724 | 105.43% | | Warrants | $20,750,056 | 4.12% | | Common Stocks | $17,028,984 | 3.38% | | Preferred Stocks | $16,967,613 | 3.36% | | **Total Portfolio Investments** | **$586,352,377** | **116.29%** | | U.S. Treasury Bill | $60,000,660 | 11.90% | | **Total Investments** | **$646,353,037** | **128.19%** | Industry Concentration | Industry | % of Net Assets | | :--- | :--- | | Healthcare Technology | 28.26% | | Application Software | 21.18% | | Internet Retail | 17.58% | | Human Resource & Employment Services | 14.38% | | Internet Software & Services | 12.96% | [Notes to Financial Statements](index=28&type=section&id=Notes%20to%20Financial%20Statements) Key disclosures cover the company's BDC status, accounting policies, unfunded commitments, and the subsequent IPO in October 2021 - The company is an externally managed, non-diversified, closed-end investment company regulated as a **Business Development Company (BDC)** and a **Regulated Investment Company (RIC)**[56](index=56&type=chunk) - As of September 30, 2021, the company had **$165.3 million in unfunded loan commitments** to its portfolio companies[115](index=115&type=chunk) - On October 25, 2021, the company closed its initial public offering (IPO), issuing 6,850,000 shares and receiving **net cash proceeds of $92.0 million**[60](index=60&type=chunk)[187](index=187&type=chunk) - The company is actively managing the transition from LIBOR to alternative reference rates, which is expected to be completed by 2023 and may require renegotiation of existing loan agreements[114](index=114&type=chunk)[303](index=303&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=44&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q3 2021 performance, including investment income growth, portfolio yield, and the impact of its recent IPO Q3 2021 Financial Performance | Metric | Three Months Ended Sep 30, 2021 | Three Months Ended Sep 30, 2020 | | :--- | :--- | :--- | | **Total Investment Income** | $18,610,066 | $14,215,723 | | **Total Operating Expenses** | $7,868,942 | $4,693,143 | | **Net Investment Income** | $10,741,124 | $9,522,580 | | **Net Increase in Net Assets** | $10,231,052 | $10,909,028 | - The dollar-weighted annualized yield on the debt investment portfolio was **15.34% for Q3 2021**, compared to 14.81% for Q3 2020[207](index=207&type=chunk) - As of September 30, 2021, loans to Mojix, Inc and Pivot3 Holdings, Inc were on **non-accrual status**, representing **4.59% of the Company's net assets**[215](index=215&type=chunk) - During the nine months ended September 30, 2021, the company funded **$140.1 million in nine new portfolio companies** and **$97.0 million in ten existing portfolio companies**, while receiving **$196.4 million in loan repayments**[210](index=210&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=64&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risks include valuation of private investments and interest rate fluctuations, particularly the LIBOR transition - The company's main market risks are **valuation risk** for illiquid investments and **interest rate risk**[299](index=299&type=chunk)[300](index=300&type=chunk) - As of September 30, 2021, **93.5% of the company's debt portfolio** bore interest at variable rates, primarily based on LIBOR or the U.S. Prime Rate, and included interest rate floors[301](index=301&type=chunk) - The company is managing the transition away from LIBOR, which will be discontinued for most settings after December 31, 2021, and for key USD settings after June 30, 2023, which could impact financial results[303](index=303&type=chunk)[306](index=306&type=chunk) [Item 4. Controls and Procedures](index=66&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective, with no material changes in internal controls - Management, including the CEO and CFO, concluded that the company's **disclosure controls and procedures were effective** as of September 30, 2021[310](index=310&type=chunk) - **No material changes** to internal control over financial reporting occurred during the quarter[311](index=311&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=67&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently subject to any material legal proceedings - The company is **not currently a party to any material legal proceedings**[313](index=313&type=chunk) [Item 1A. Risk Factors](index=67&type=section&id=Item%201A.%20Risk%20Factors) Key risks include the LIBOR transition, ESG scrutiny, new tax legislation, and potential stock price volatility post-IPO - The **transition from LIBOR**, with key USD settings ceasing after June 2023, poses a significant risk that may require renegotiating credit agreements and could impact financial results[316](index=316&type=chunk)[317](index=317&type=chunk)[318](index=318&type=chunk) - The company faces increasing public and regulatory scrutiny related to **Environmental, Social, and Governance (ESG) activities**, which could damage its brand and reputation[324](index=324&type=chunk) - Following the IPO, sales of substantial amounts of common stock after **lock-up periods expire** could adversely affect the market price of the stock[326](index=326&type=chunk)[334](index=334&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=71&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities were conducted during the period, except as previously disclosed - **No unregistered sales of equity securities** occurred during the quarter, except as previously reported or through the dividend reinvestment plan[340](index=340&type=chunk) [Item 3. Defaults Upon Senior Securities](index=71&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon its senior securities during the period - **None**[341](index=341&type=chunk) [Item 4. Mine Safety Disclosures](index=71&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company's operations - **Not applicable**[342](index=342&type=chunk) [Item 5. Other Information](index=71&type=section&id=Item%205.%20Other%20Information) No other material information is reported for this period - **Not applicable**[343](index=343&type=chunk) [Item 6. Exhibits](index=72&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the report, including required Sarbanes-Oxley certifications - The report includes required **CEO and CFO certifications** under Rules 13a-14 and Section 906 of the Sarbanes-Oxley Act[346](index=346&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 814-01180 Runway Growth Credit Fund Inc. (Exact name of registrant as specified in its charter) Maryland 47-5049745 (State of incorporation) (I.R.S. Em ...

PART I. FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited financial statements for Runway Growth Credit Fund Inc. as of March 31, 2021, covering key financial statements and accompanying notes [Statements of Assets and Liabilities](index=4&type=section&id=Statements%20of%20Assets%20and%20Liabilities) As of March 31, 2021, total assets were **$619.7 million**, liabilities **$146.2 million**, and net assets **$473.5 million**, with net asset value per share at **$14.77** Statements of Assets and Liabilities (in thousands) | Metric | March 31, 2021 (Unaudited) | December 31, 2020 | | :--- | :--- | :--- | | Total investments at fair value | $615,148 | $621,827 | | Total assets | $619,723 | $639,891 | | Total debt, less unamortized costs | $115,533 | $97,417 | | Total liabilities | $146,246 | $173,648 | | Total net assets | $473,477 | $466,244 | | Net asset value per share | $14.77 | $14.84 | [Statements of Operations](index=6&type=section&id=Statements%20of%20Operations) For Q1 2021, total investment income was **$16.4 million**, net investment income **$11.5 million**, and net increase in net assets from operations **$9.4 million** Statements of Operations (in thousands) | Metric | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :--- | :--- | :--- | | Total investment income | $16,423 | $14,821 | | Total operating expenses | $4,941 | $5,177 | | Net investment income | $11,482 | $9,644 | | Net realized and unrealized (loss) on investments | ($2,110) | ($7,896) | | Net increase in net assets from operations | $9,371 | $1,747 | | Net investment income per common share | $0.36 | $0.37 | | Net increase in net assets from operations per common share | $0.30 | $0.07 | [Statements of Changes in Net Assets](index=7&type=section&id=Statements%20of%20Changes%20in%20Net%20Assets) Net assets increased by **$7.2 million** during Q1 2021, reaching **$473.5 million**, driven by operations and capital share transactions, offset by distributions - Net assets increased from **$466.2 million** at the beginning of the period to **$473.5 million** at the end of the period[13](index=13&type=chunk) - Key changes included a **$9.4 million** increase from operations, a **$9.5 million** increase from capital share transactions (including **$9.2 million** from the dividend reinvestment plan), and an **$11.6 million** decrease from dividends paid to stockholders[13](index=13&type=chunk) [Statements of Cash Flows](index=8&type=section&id=Statements%20of%20Cash%20Flows) Net cash provided by operating activities was **$15.8 million**, while financing activities used **$28.9 million**, resulting in a **$13.1 million** net decrease in cash Cash Flow Summary (in thousands) | Activity | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :--- | :--- | :--- | | Net cash provided by operating activities | $15,807 | $58,509 | | Net cash (used in) financing activities | ($28,913) | ($87,494) | | Net (decrease) in cash | ($13,105) | ($28,985) | | Cash and cash equivalents at end of period | $1,781 | $16,814 | [Schedule of Investments](index=9&type=section&id=Schedule%20of%20Investments) Total investments reached **$615.1 million**, primarily in senior secured term loans (**87.7%**), with concentrations in Western US and Application Software Portfolio Composition by Investment Type (as of March 31, 2021, in USD) | Investment Type | Fair Value | Percentage of Total Portfolio | | :--- | :--- | :--- | | Senior Secured Term Loans | $539,329,013 | 87.7% | | Warrants | $21,582,839 | 3.5% | | Preferred Stocks | $18,734,776 | 3.0% | | Common Stocks | $10,166,343 | 1.7% | | Corporate Bonds | $334,650 | 0.1% | | **Total Portfolio Investments** | **$590,147,621** | **95.9%** | | U.S. Treasury Bill | $24,999,969 | 4.1% | | **Total Investments** | **$615,147,590** | **100.0%** | Top 3 Portfolio Industries by Fair Value (as of March 31, 2021, in USD) | Industry | Fair Value | Percentage of Net Assets | | :--- | :--- | :--- | | Application Software | $159,883,829 | 33.77% | | Healthcare Technology | $108,421,355 | 22.90% | | Internet Software & Services | $80,989,076 | 17.11% | - The company holds investments in **33 portfolio companies**. One portfolio company, Mojix, Inc., had loans on non-accrual status, representing **2.14%** of net assets[198](index=198&type=chunk)[203](index=203&type=chunk) [Notes to Financial Statements](index=23&type=section&id=Notes%20to%20Financial%20Statements) Notes detail organization, accounting policies, commitments, and debt facilities, highlighting BDC/RIC status and Level 3 investment valuation - The Company is an externally managed, non-diversified, closed-end investment company regulated as a Business Development Company (BDC) and has elected to be treated as a Regulated Investment Company (RIC) for tax purposes[50](index=50&type=chunk) - The company's investment objective is to maximize total return through current income from its loan portfolio and capital appreciation from warrants and equity positions[51](index=51&type=chunk) - As of March 31, 2021, the company had unfunded loan commitments of **$58.1 million** to eight portfolio companies[110](index=110&type=chunk) - The company has a Credit Agreement providing for borrowings up to **$215 million**, with an accordion feature to increase it to **$300 million**; **$117 million** was outstanding as of March 31, 2021[168](index=168&type=chunk)[174](index=174&type=chunk) - Subsequent to the quarter end, the company funded new investments, received loan prepayments totaling over **$50 million**, and declared a dividend of **$0.37 per share**[178](index=178&type=chunk)[179](index=179&type=chunk)[180](index=180&type=chunk)[181](index=181&type=chunk)[182](index=182&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=42&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition and results of operations, comparing Q1 2021 to Q1 2020, highlighting increased net investment income despite falling market interest rates [Results of Operations](index=46&type=section&id=Results%20of%20Operations) Q1 2021 net investment income rose to **$11.5 million** from **$9.6 million** in Q1 2020, with net assets from operations increasing to **$9.4 million** Comparison of Operations (in thousands) | Metric | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :--- | :--- | :--- | | Total investment income | $16,423 | $14,821 | | Total operating expenses | $4,941 | $5,177 | | Net investment income | $11,482 | $9,644 | | Realized (loss) on investments | ($199) | ($6,717) | | Net change in unrealized (depreciation) | ($1,911) | ($1,179) | | **Net increase in net assets from operations** | **$9,371** | **$1,747** | - The increase in investment income was driven by capital deployment and a larger invested balance, partially offset by falling market interest rates[212](index=212&type=chunk) - Operating expenses decreased primarily due to lower incentive fees (**$1.0 million** in Q1'21 vs **$2.3 million** in Q1'20), partially offset by higher management fees[215](index=215&type=chunk)[216](index=216&type=chunk) [Portfolio and Asset Quality](index=44&type=section&id=Portfolio%20and%20Asset%20Quality) The **$615.1 million** investment portfolio is 87.7% senior secured term loans, with **82.5%** of debt rated performing, though Mojix, Inc. loans remain non-accrual - During Q1 2021, the Company funded **$34.7 million** in two new portfolio companies and **$19.3 million** in five existing ones, while receiving **$16.6 million** in loan repayments[200](index=200&type=chunk) Debt Investment Rating (as of March 31, 2021, in USD) | Rating | Fair Value | % of Total Portfolio | | :--- | :--- | :--- | | 1 | $0 | 0.0% | | 2 | $414,547,269 | 67.4% | | 3 | $93,099,198 | 15.1% | | 4 | $31,682,546 | 5.2% | | 5 | $0 | 0.0% | | **Total** | **$539,329,013** | **87.7%** | - As of March 31, 2021, loans to Mojix, Inc. with a fair value of **$10.1 million** were on non-accrual status, representing **2.14%** of net assets[203](index=203&type=chunk) [Liquidity and Capital Resources](index=50&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity is from operations, offerings, and borrowings; cash was **$1.8 million**, with **$117 million** outstanding on the credit facility and **$58.1 million** in unfunded commitments - Primary sources of cash are net proceeds from security offerings and cash flows from operations; primary uses are investments, operating expenses, and distributions[224](index=224&type=chunk) - As of March 31, 2021, the company had **$117 million** outstanding under its credit facility and **$58.1 million** in unfunded loan commitments[229](index=229&type=chunk)[235](index=235&type=chunk) - During Q1 2021, the company declared dividends of **$11.6 million** (**$0.37 per share**), of which **$9.2 million** was reinvested through the dividend reinvestment plan[239](index=239&type=chunk)[241](index=241&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=58&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces significant market risks, primarily valuation risk from Level 3 assets and interest rate risk from floating-rate instruments, with the upcoming LIBOR transition being a key concern - Valuation risk is significant due to the portfolio's concentration in Level 3 assets, whose fair value is determined in good faith by the Board and involves subjective judgment[279](index=279&type=chunk) - As of March 31, 2021, **96.9%** of the debt portfolio bore interest at variable rates, primarily LIBOR-based with floors; a hypothetical **200 basis point** increase could raise annual investment income by up to **$4.0 million**[281](index=281&type=chunk) - The company faces risk from the planned cessation of LIBOR after 2021/2023, requiring renegotiation of credit agreements and potentially impacting net interest income[283](index=283&type=chunk)[285](index=285&type=chunk) [Item 4. Controls and Procedures](index=60&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of the period end, with no material changes to internal control over financial reporting during the quarter - The CEO and CFO concluded that the company's disclosure controls and procedures are effective in timely alerting them to material information required for SEC reporting[289](index=289&type=chunk) - There were no changes in internal control over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, internal controls[290](index=290&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=60&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently subject to any material legal proceedings, nor is it aware of any material proceedings being threatened against it - The company is not currently a party to any material legal proceedings[292](index=292&type=chunk) [Item 1A. Risk Factors](index=61&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors, except for an updated discussion on the LIBOR transition, which could impact credit agreements and the company's financial condition and results of operations - The primary updated risk factor relates to the planned cessation of LIBOR after December 31, 2021 for most settings and June 30, 2023 for key USD settings[296](index=296&type=chunk)[297](index=297&type=chunk) - The elimination of LIBOR could require renegotiation of credit agreements with portfolio companies and the company's own financing facilities, potentially resulting in lower interest income or higher borrowing costs[298](index=298&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=62&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) On March 24, 2021, the company issued **20,461** common shares to an affiliate of its investment adviser for **$306,911** in an unregistered transaction - On March 24, 2021, the company sold **20,461** shares of common stock at **$15.00 per share** to an affiliate of RGC for total proceeds of **$306,911** in an unregistered transaction[303](index=303&type=chunk) [Item 3. Defaults Upon Senior Securities](index=62&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) None - None[304](index=304&type=chunk) [Item 4. Mine Safety Disclosures](index=62&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Not applicable - Not applicable[305](index=305&type=chunk) [Item 5. Other Information](index=62&type=section&id=Item%205.%20Other%20Information) Not applicable - Not applicable[306](index=306&type=chunk) [Item 6. Exhibits](index=63&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the report, including CEO and CFO certifications pursuant to the Sarbanes-Oxley Act of 2002 - Exhibits filed include CEO and CFO certifications under Rule 13a-14 and Section 906 of the Sarbanes-Oxley Act[308](index=308&type=chunk)

Runway Growth Credit Fund Inc. (Exact name of registrant as specified in its charter) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED December 31, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 814-01180 Maryland (State of incorporation) 205 N. Michigan Ave., Sui ...