Form 8-K Runway Growth Finance For: Jul 13

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Runway Growth Finance Corp.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On July 13, 2026, Runway Growth Finance Corp. (the “Company”) entered into the eighth amendment (the “Credit Facility Amendment”) to the amended and restated credit agreement, dated as of April 20, 2022 ( as amended, the “Credit Agreement”), among the Company, as borrower; each guarantor party thereto; the financial institutions party thereto as lenders (the “Lenders”); KeyBank National Association, as administrative agent for the Lenders and a Lender; CIBC Bank USA, as documentation agent; MUFG Bank, Ltd. (as successor in interest to MUFG Union Bank, N.A.), as co-documentation agent; and U.S. Bank Trust Company, National Association, as paying agent and collateral custodian. The Credit Facility Amendment is effective as of June 30, 2026.

The Credit Facility Amendment amended the Credit Agreement to, among other things: (i) decrease the credit facility commitment amount from $550,000,000 to $425,000,000; (ii) permit the future prepayment and termination of a certain lender’s commitments on a non-pro rata basis; (iii) amend certain financial covenants; (iv) updated key person trigger events and (v) amended certain loan eligibility criteria and borrowing base concentration limitations.

Capitalized terms under this Item 1.01, unless otherwise defined herein, have the meaning ascribed to them under the Credit Agreement. The description above is only a summary of the material provisions of the Credit Facility Amendment, and is qualified in its entirety by reference to a copy of the Credit Facility Amendment, which is filed as Exhibit 10.1 to this current report on Form 8-K.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.