Runway Growth Finance (RWAY) Prices 3.75M Share Secondary Offering at $11.50/sh

Runway Growth Finance Corp. (Nasdaq: RWAY) today announced the pricing of the previously announced underwritten secondary offering of 3,750,000 shares of its common stock by OCM Growth Holdings LLC (the “Selling Stockholder”), pursuant to a registration statement filed with the Securities and Exchange Commission (the “SEC”), at a public offering price of $11.50 per share. In connection with the offering, the Selling Stockholder has granted the underwriters a 30-day option to purchase up to 562,500 additional shares of the common stock offered by the Selling Stockholder. Subject to customary closing conditions, the offering is expected to settle and close on or about May 14, 2024. Runway Growth is not selling any shares of its common stock in the offering and will not receive any proceeds from the offering.

Wells Fargo Securities, Morgan Stanley, BofA Securities, and UBS Investment Bank are acting as joint lead book-running managers of, and as representatives of the underwriters for, the offering. Additionally, Keefe, Bruyette & Woods, a Stifel Company, RBC Capital Markets, and B. Riley Securities are acting as joint book-running managers and Compass Point and Oppenheimer & Co. are acting as co-managers for the offering.

A registration statement relating to these securities has been filed with the SEC on Form N-2 (File No. 333-274351) that was declared effective by the SEC on October 31, 2023. A preliminary prospectus supplement and accompanying prospectus relating to and describing the terms of the offering is available on the SEC’s website located at www.sec.gov. A copy of the preliminary prospectus supplement and accompanying prospectus relating to the offering may be obtained for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, Runway, any underwriter, or any dealer participating in the offering will arrange to send these documents if contacted at: Wells Fargo Securities, 90 South 7th Street, 5th Floor, Minneapolis, MN 55402, at 800-645-3751 (option #5) or email a request to [email protected]; Morgan Stanley & Co. LLC, 180 Varick Street, 2nd Floor, New York, NY 10014, Attn: Prospectus Department; BofA Securities, NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255, Attn: Prospectus Department, email: [email protected]; and UBS Securities LLC, 1285 Avenue of the Americas, New York, NY 10019, Attn: ECM Syndicate; or Runway Growth at 205 N. Michigan Ave., Suite 4200, Chicago, IL 60601 or email a request to [email protected].

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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