Issuer:

Runway Growth Finance Corp. (the “Company”)

Title of the Securities:

7.75% Notes due 2031

Rating:*

BBB (low) (Morningstar DBRS) (expected)

Initial Aggregate Principal Amount Being Offered:

$45,000,000

Over-Allotment Option:

Up to $6,750,000 aggregate principal amount of Notes within 30 days of the date of the Preliminary Prospectus solely to cover over-allotments, if any.

Issue Price:

$25.00 (par)

Principal Payable at Maturity:

100% of the aggregate principal amount. The outstanding principal amount of the Notes will be payable on the stated maturity date at the office of the trustee, paying agent and security registrar for the Notes or at such other office as the Company may designate.

Type of Note:

Fixed-rate note

Listing:

The Company intends to list the Notes on the Nasdaq Global Select Market within 30 days of the original issue date under the trading symbol “RWAYM.”

Stated Maturity Date:

October 1, 2031

Interest Rate:

7.75% per year

Underwriting Discount:

3.00% (or $1,350,000 total, assuming the over-allotment option is not exercised)

Net Proceeds to the Issuer, before Expenses:

97.00% (or $43,650,000 total, assuming the over-allotment option is not exercised)

Day Count Basis:

360-day year of twelve 30-day months

Trade Date:

September 25, 2026

Settlement Date:

October 1, 2026 (T+4)**

Date Interest Starts Accruing:

October 1, 2026

Interest Payment Dates:

Each March 1, June 1, September 1, and December 1, commencing December 1, 2026. If an interest payment date falls on a non-business day, the applicable interest payment will be made on the next business day and no additional interest will accrue as a result of such delayed payment.

Interest Periods:

The initial interest period will be the period from and including, October 1, 2026, to, but excluding, the initial interest payment date, and the subsequent interest periods will be the periods from and including an interest payment date to, but excluding, the next interest payment date or the stated maturity date, as the case may be.

Specified Currency:

U.S. Dollars

Denominations:

The Company will issue the Notes in denominations of $25 and integral multiples of $25 in excess thereof.

Business Day:

Each Monday, Tuesday, Wednesday, Thursday, and Friday that is not a day on which banking institutions in New York City, Chicago or the place of payment are authorized or required by law or executive order to close.

Optional Redemption:

The Notes may be redeemed in whole or in part at any time or from time to time at the Company's option on or after October 1, 2028 upon not less than 30 days' nor more than 60 days' written notice by mail prior to the date fixed for redemption thereof, at a redemption price of 100% of the outstanding principal amount of the Notes to be redeemed plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to, but not including, the date fixed for redemption.

CUSIP / ISIN:

78163D 506 / US78163D5068

Use of Proceeds:

The Company intends to use the net proceeds from this offering to repay outstanding indebtedness, including under its Credit Facility with KeyBank National Association and to redeem all of its outstanding 9.00% Senior Notes due 2027, and for general corporate purposes.

Joint Book-Running Managers:

Oppenheimer & Co. Inc.

B. Riley Securities, Inc.

Lucid Capital Markets, LLC

MUFG Securities Americas Inc.

Co-Managers:

Clear Street LLC

Compass Point Research & Trading, LLC

InspereX LLC

Ladenburg Thalmann & Co. Inc.

William Blair & Company L.L.C.

BC Partners Securities, LLC

Trustee, Paying Agent, and Security Registrar:

U.S. Bank Trust Company, National Association

*

A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

**

Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on any date prior to the first business day before delivery thereof will be required, by virtue of the fact that the Notes initially will settle T+4, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes prior to their date of delivery hereunder should consult their own advisors.