Runway Growth Finance Corp.
A specialty finance company that lends money to late- and growth-stage businesses, mostly in technology, healthcare, and business services, offering senior secured loans as an alternative to giving up equity. It was founded in 2015 by venture capitalist David Spreng, and its name nods to the startup term "runway" — the time a company has before it runs out of cash. The company went public on the Nasdaq in 2021.
Common Stock
10-Q · Quarter ended Jun 30, 2026 · SEC filing ↗
The original filing sections are available below.
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.…
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: •changes in political, economic or industry conditions, trade policies, restrictions and tariffs, the interest rate environment or conditions affecting the financial and capital markets; •an economic downturn or recession, as well as the impairment or failure of financial institutions on both a domestic and global scale, could impair our portfolio companies’ ability to continue to operate, which could lead to the loss of some or all of our investments in such portfolio companies; •such an economic downturn could disproportionately impact the companies that we intend to target for investment, potentially causing us to experience a decrease in investment opportunities and diminished demand for capital from these companies; •a contraction of available credit and/or an inability to access the equity markets that could impair our lending and investment activities; •interest rate volatility that could adversely affect our results, particularly to the extent that we use leverage as part of our investment strategy; •the impact of changes in interest and inflation rates on our business prospects and the prospects of our portfolio companies; •our business prospects and the prospects of our portfolio companies; •our contractual arrangements and relationships with third parties; •the ability of our portfolio companies to achieve their objectives; •competition with other entities and our affiliates for investment opportunities; •the speculative and illiquid nature of our investments; •the use of borrowed money to finance a portion of our investments; •the adequacy of our financing sources and working capital; •the loss of key personnel and members of our management team; •the timing of cash flows, if any, from the operations of our portfolio companies; •the ability of our external investment adviser, Runway Growth Capital LLC, to locate suitable investments for us and to monitor and administer our investments; •the ability of Runway Growth Capital LLC to attract and retain highly talented professionals; •our ability to qualify and maintain our qualification as a RIC under subchapter M of the Code, and as a BDC; •the occurrence of a disaster, such as a cyber-attack against us or against a third-party that has access to our data or networks, a natural catastrophe, an industrial accident, failure of our disaster-recovery systems, or consequential employee error; •the effect of legal, tax, and regulatory changes; •our ability to realize the anticipated benefits of the Mergers; •the effects of disruption on our business from the Mergers; •the combined company’s plans, expectations, objectives and intentions as a result of the Mergers; 63 Table of Contents •the risk that stockholder litigation in connection with the Mergers may result in significant costs of defense and liability; and •the other risks, uncertainties and other factors we identify under "Risk Factors" in Part I, Item 1A of our annual report on Form 10-K, filed with the Securities and Exchange Commission (the "SEC") on March 12, 2026, and in this quarterly report on Form 10-Q. 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, filed with the SEC on March 12, 2026. 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," or "our"), 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. Certain of the loans in which we may invest or obtain exposure to through our investments in structured securities may be deemed "Covenant-Lite Loans," which means the loans contain fewer or no maintenance covenants compared to other loans and do not include terms which allow the lender to declare a default if certain covenants are breached. We are managed by Runway Growth Capital, an experienced provider of growth financing for dynamic, late and growth-stage companies. As of June 30, 2026, we had an investment portfolio of $1.2 billion at fair value, and a net asset value of $502.6 million. 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 the regular corporate rate on any net taxable income for such taxable 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 expect to remain an emerging growth company until December 31, 2026, 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. During the time that we are an emerging growth company under the JOBS Act, we will be subject to reduced public company reporting 64 Table of Contents requirements. When we are no longer an emerging growth company, we will be subject to additional public company reporting requirements, including auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, and we will no longer be able to take advantage of the extended transition periods available to emerging growth companies for complying with new or revised accounting standards. 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. 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. On September 12, 2025, we, RGC and certain Affiliates applied for a new co-investment exemptive order from the SEC. There can be no assurances that the SEC will grant such relief. On April 6, 2026, we completed our acquisition of SWK Holdings Corporation ("SWK"), a Delaware corporation and a life science focused specialty finance company that provided minimally dilutive financing to small- and mid-sized commercial-stage healthcare companies. As a result of the transaction, our investment portfolio expanded to include SWK's healthcare and life sciences investments. For additional information regarding the transaction, please refer to "Note 13 – Acquisition of SWK Holdings Corporation" of our consolidated financial statements in Part I, Item 1 of this Form 10-Q. 65 Table of Contents Portfolio Composition and Investment Activity Portfolio Composition At June 30, 2026, we had investments in 79 companies, representing 33 companies in which we held a combination of debt and equity investments, 13 companies in which we held debt investments only, 32 companies in which we held equity investments only, and one company in which we held equity interests only. At December 31, 2025, we had investments in 56 companies, representing 23 companies in which we held a combination of debt and equity investments, eight companies in which we held debt investments only, 23 companies in which we held equity investments only, and two companies in which we held equity interests only. The following table shows the fair value of our investments, by asset class, as of June 30, 2026 and December 31, 2025 (in thousands): Cost Fair Value % of Total Portfolio As of June 30, 2026 Senior Secured Loans $ 1,072,526 $ 1,074,494 90.12 % Second Lien Loans 22,296 22,281 1.87 Subordinated Debt 31,373 25,554 2.14 Preferred Stock/Units 53,957 29,297 2.46 Common Stock/Units 6,238 967 0.08 Equity Interest 12,180 13,035 1.09 Warrants & Other Contractual Rights 38,698 26,722 2.24 Total $ 1,237,268 $ 1,192,350 100.00 % As of December 31, 2025 Senior Secured Loans $ 877,707 $ 853,893 92.07 % Second Lien Loans 6,398 6,434 0.69 Preferred Stock/Units 51,920 36,264 3.91 Common Stock/Units 5,415 60 0.01 Equity Interest 13,233 14,746 1.59 Warrants & Other Contractual Rights 24,757 16,005 1.73 Total $ 979,430 $ 927,402 100.00 % For the three and six months ended June 30, 2026, our debt investment portfolio had a dollar-weighted annualized yield of 14.2% and 13.9%, respectively. 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. 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, 2026, our debt investments had a dollar-weighted average term of 49 months at origination and a dollar-weighted average remaining term of 31 months, or approximately 2.6 years. As of June 30, 2026, substantially all of our debt investments had a committed principal amount of between $5.5 million and $81.4 million and pay cash interest at annual interest rates of between 6.3% and 14.7%. The following table shows our dollar-weighted annualized yield by investment type for the three and six months ended June 30, 2026 and 2025: 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, 2026 2025 2026 2025 2026 2025 2026 2025 Investment type: Debt investments 14.15 % 15.40 % 13.91 % 15.13 % 13.85 % 15.08 % 13.58 % 14.84 % Equity interest 2.17 % 1.31 % 3.22 % 1.60 % 1.47 % 0.89 % 2.22 % 1.17 % All investments 13.30 % 14.54 % 13.45 % 14.26 % 12.63 % 13.87 % 12.91 % 13.68 % (1)We calculate the dollar-weighted annualized yield on average investment type for any period as (a) total related investment income during the period divided by (b) the daily average of the fair value of the investment type outstanding during the period, including any investments on non-accrual status. The dollar-weighted annualized yield represents the portfolio yield and will be higher than what investors will realize because it does not reflect our expenses or any sales load paid by investors. (2)We calculate the dollar-weighted annualized yield on average investment type for any period as (a) total related investment income during the period divided by (b) the daily average of the investment type outstanding during the period, at amortized cost, including any investments on non-accrual status. The dollar-weighted annualized yield represents the portfolio yield and will be higher than what investors will realize because it does not reflect our expenses or any sales load paid by investors. 66 Table of Contents 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, 2026, we funded $310.8 million in 24 new portfolio companies and $32.1 million in five existing companies, net of upfront loan origination fees and refinances. We also received $12.4 million in scheduled principal repayments from nine portfolio companies, as well as $43.5 million in sales and prepayments, which is comprised of (i) $30.9 million in loan proceeds from two portfolio companies and (ii) $12.6 million in proceeds from the sale of equity 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 $7.9 million in scheduled principal repayments from three portfolio companies, as well as $100.0 million in sales and prepayments, which is comprised of (i) $61.9 million in loan proceeds from three portfolio companies and (ii) $38.1 million in proceeds from the sale of equity investments during the six months ended June 30, 2025. Portfolio Reconciliation The following is a reconciliation of our investment portfolio for the six months ended June 30, 2026 and 2025 (in thousands): Six Months Ended June 30, 2026 2025 Beginning investment portfolio $ 927,402 $ 1,076,840 Purchases of investments(1) 342,829 54,039 PIK interest 6,754 7,353 Sales and prepayments of investments (43,457 ) (99,978 ) Scheduled repayments of investments (12,403 ) (7,895 ) Amortization of fixed income premiums or accretion of discounts 7,242 4,106 Net realized gain (loss) on investments (43,127 ) 4,556 Net change in unrealized gain (loss) on investments 7,110 (14,070 ) Ending investment portfolio $ 1,192,350 $ 1,024,951 (1)Includes approximately $225.2 million, which represents the cost basis of the investments acquired in connection with the acquisition of SWK. For additional information, refer to "Note 13 – Acquisition of SWK Holdings Corporation." 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. Only debt investments are graded under the investment rating system; equity investments, warrants, and other contractual rights 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 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. 67 Table of Contents The following table shows the investment ratings of our debt investments at fair value as of June 30, 2026 and December 31, 2025 (in thousands): June 30, 2026 December 31, 2025 Investment Rating Fair Value % of Total Portfolio Number of Portfolio Companies Fair Value % of Total Portfolio Number of Portfolio Companies 1 $ 123,400 10.35 % 5 $ 6,565 0.71 % 1 2 735,026 61.64 30 581,691 62.72 20 3 197,648 16.58 8 195,691 21.10 7 4 21,221 1.78 1 74,019 7.98 2 5 45,034 3.78 2 2,361 0.25 1 $ 1,122,329 94.13 % 46 $ 860,327 92.76 % 31 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 a restructuring has occurred such that the interest income is deemed collectible. The following table summarizes the cost, fair value, and types of income not recorded in "Interest income" or "Payment-in-kind interest income" on the Consolidated Statements of Operations related to loans on non-accrual status from their respective date of non-accrual through June 30, 2026 and December 31, 2025 (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, 2026 Investment Marley Spoon SE 3/31/2026 $ 2,560 $ 44 $ 2,604 $ 48,956 $ 43,137 3.62 % Mingle Healthcare Solutions, Inc. 1/1/2024 1,603 - 1,603 4,757 1,897 0.16 Total $ 4,163 $ 44 $ 4,207 $ 53,713 $ 45,034 3.78 % As of December 31, 2025 Investment Mingle Healthcare Solutions, Inc. 1/1/2024 1,306 - 1,306 4,757 2,361 0.25 Total $ 1,306 $ - $ 1,306 $ 4,757 $ 2,361 0.25 % 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)" and "Net change in unrealized gain (loss)." "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)" is the difference between the proceeds received from dispositions and the amortized cost of portfolio investments, as well as any realized gain (loss) on forward contracts and foreign currency transactions. "Net change in unrealized gain (loss)" is the net change in the fair value of our investment portfolio and the effect of fluctuations in foreign currency exchange rates on forward contracts and foreign cash held. 68 Table of Contents Comparison of the Three and Six Months Ended June 30, 2026 and 2025 The following table compares the results of our operations for the three and six months ended June 30, 2026 and 2025 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Total Per Share(1) Total Per Share(1) Total Per Share(1) Total Per Share(1) Investment income Interest, fee and dividend income $ 36,920 $ 0.88 $ 34,979 $ 0.94 $ 66,308 $ 1.69 $ 70,188 $ 1.89 Other income 106 - 168 0.01 168 0.01 357 0.01 Total investment income 37,026 0.88 35,147 0.95 66,476 1.70 70,545 1.90 Operating expenses Management fees 3,478 0.08 3,944 0.11 7,091 0.18 7,953 0.21 Incentive fees (199 ) - 3,523 0.09 2,402 0.06 7,452 0.20 Interest and other debt financing expenses 13,001 0.31 11,764 0.32 23,487 0.60 22,051 0.59 Professional fees 1,046 0.02 677 0.02 1,650 0.04 1,131 0.03 Administration agreement expenses 625 0.02 663 0.02 1,273 0.03 1,288 0.04 Insurance expense 199 - 161 - 359 0.01 316 0.01 Tax expense 311 0.01 140 - 581 0.02 250 0.01 Other expenses 374 0.01 327 0.01 818 0.02 557 0.02 Total operating expenses 18,835 0.45 21,199 0.57 37,661 0.96 40,998 1.11 Net investment income 18,191 0.43 13,948 0.38 28,815 0.74 29,547 0.79 Realized gain (loss) (45,257 ) (1.07 ) (1,512 ) (0.04 ) (44,005 ) (1.12 ) 4,545 0.12 Net change in unrealized gain (loss) 54,259 1.29 4,361 0.11 7,566 0.19 (15,429 ) (0.41 ) Net increase (decrease) in net assets resulting from operations $ 27,193 $ 0.65 $ 16,797 $ 0.45 $ (7,624 ) $ (0.19 ) $ 18,663 $ 0.50 (1)The basic per share figures noted above are based on weighted averages of 42,074,771 and 37,103,061 shares outstanding for the three months ended June 30, 2026 and 2025, respectively, and 39,120,815 and 37,224,569 shares outstanding for the six months ended June 30, 2026 and 2025, respectively. Investment Income 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. 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 between $10-$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, 2026 and 2025, at $37.0 million and $35.1 million, respectively, and includes non-recurring income of $1.3 million and $1.3 million, respectively. Non-recurring income includes, but is not limited to, acceleration of unaccreted OID and ETP, prepayment fees, and amendment fees. Investment income for the six months ended June 30, 2026 and 2025, at $66.5 million and $70.5 million respectively, and includes non-recurring income of $2.0 million and $3.2 million, respectively. Non-recurring income includes, but is not limited to, acceleration of unaccreted OID and ETP, prepayment fees, and amendment fees. Operating Expenses 69 Table of Contents 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: •our pro-rata portion of fees and expenses related to an initial public offering in connection with a Spin-Off transaction, meaning either a transaction whereby (a) we offer our stockholders the option to elect to either (i) retain their ownership of shares of our common stock, or (ii) exchange their shares of our common stock for shares of common stock in a newly formed entity that will elect to be regulated as a BDC under the 1940 Act and treated as a RIC under subchapter M of the Code; or (b) we complete a listing of our securities on any securities exchange; •fees and expenses related to public and private offerings, sales and repurchases of our securities; •calculating our net asset value (including the cost and expenses of any independent valuation firm); •fees and expenses payable to third parties, including agents, consultants or other advisers, in connection with monitoring financial and legal affairs for us and in providing administrative services, monitoring our investments and performing due diligence on our prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investments; •interest payable on debt incurred to finance our investments; •sales and purchases of our common stock and other securities; •management fees and incentive fees; •administration fees payable under the Administration Agreement; •transfer agent and custodial fees; •federal and state registration fees; •all costs of registration and listing our securities on any securities exchange; •U.S. federal, state and local taxes; •independent directors’ fees and expenses; •costs of preparing and filing reports or other documents required by the SEC, the Financial Industry Regulatory Authority or other regulators; •costs of any reports, proxy statements or other notices to stockholders, including printing costs; •our allocable portion of any fidelity bond, directors’ and officers’ errors and omissions liability insurance, and any other insurance premiums; •direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and •all other expenses incurred by us, our Administrator or RGC in connection with administering our business, including payments under the Administration Agreement based on our allocable portion of our Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of our Chief Compliance Officer and Chief Financial Officer and their respective staffs. 70 Table of Contents Operating expenses for the three months ended June 30, 2026 and 2025 were $18.8 million and $21.2 million, respectively. Operating expenses decreased for the three months ended June 30, 2026 from the three months ended June 30, 2025 primarily due to a decrease in incentive fees and management fees, partially offset by an increase in interest and other debt financing expenses and other expenses. Operating expenses per share for the three months ended June 30, 2026 and 2025 were $0.45 and $0.57, respectively. Operating expenses for the six months ended June 30, 2026 and 2025 were $37.7 million and $41.0 million, respectively. Operating expenses decreased for the six months ended June 30, 2026 from the six months ended June 30, 2025 primarily due to a decrease in incentive fees and management fees, partially offset by an increase in interest and other debt financing expenses and other expenses. Operating expenses per share for the six months ended June 30, 2026 and 2025 were $0.96 and $1.11, respectively. Management fees for the three months ended June 30, 2026 and 2025 were $3.5 million and $3.9 million, respectively. Management fees decreased for the three months ended June 30, 2026 from the three months ended June 30, 2025 due to decreased average daily gross assets. Management fees per share for the three months ended June 30, 2026 and 2025 were $0.08 and $0.11, respectively. For the quarter ended March 31, 2026, ending gross assets temporarily fell below $1.0 billion, increasing the quarterly rate from 0.375% to 0.40%. With Board approval, RGC voluntarily waived the incremental fee for that period. The waiver was not subject to recoupment and did not amend the Advisory Agreement, resulting in RGC earning a base management fee at an annual rate of 1.50%. The total base management fees waived for the three months ended June 30, 2026 were approximately $231.9 thousand. For the three months ended June 30, 2025, RGC earned base management fees at an annual rate of 1.50%. There were no management fees waived for the three months ended June 30, 2025. Management fees for the six months ended June 30, 2026 and 2025 were $7.1 million and $8.0 million, respectively. Management fees decreased for the six months ended June 30, 2026 from the six months ended June 30, 2025 due to decreased average daily gross assets. Management fees per share for the six months ended June 30, 2026 and 2025 were $0.18 and $0.21, respectively. For the quarters ended March 31, 2026 and December 31, 2025, ending gross assets temporarily fell below $1.0 billion, increasing both quarterly rates from 0.375% to 0.40% for the quarters ended March 31, 2026 and June 30, 2026. With Board approval, RGC voluntarily waived the incremental fee for those periods, resulting in RGC earning a base management fee at an annual rate of 1.50%. The waiver was not subject to recoupment and did not amend the Advisory Agreement. The total base management fees waived for the six months ended June 30, 2026 were approximately $472.7 thousand. For the six months ended June 30, 2025, RGC earned base management fees at an annual rate of 1.50%. There were no management fees waived for the six months ended June 30, 2025. Incentive fees for the three months ended June 30, 2026 and 2025 were ($0.2) million and $3.5 million, respectively. Incentive fees decreased for the three months ended June 30, 2026 from the three months ended June 30, 2025 primarily due to a permanent reversal of previously accrued deferred incentive fees in the amount of $3.8 million related to our loan investments in Blueshift Labs, Inc. and Marley Spoon SE. For the three months ended June 30, 2026, $2.5 million of the incentive fees were payable in cash. With current-period deferred incentive fee accruals of $1.1 million and the reversal of the $3.8 million in incentive fees from prior periods, the net change in deferred incentive fees for the period was a decrease of $2.7 million. For the three months ended June 30, 2025, $2.3 million of the incentive fees were payable in cash and $1.2 million was deferred and accrued. Incentive fees per share for the three months ended June 30, 2026 and 2025 were $0.00 and $0.09, respectively. Incentive fees for the six months ended June 30, 2026 and 2025 were $2.4 million and $7.5 million, respectively. Incentive fees decreased for the six months ended June 30, 2026 from the six months ended June 30, 2025 due to a permanent reversal of previously accrued deferred incentive fees in the amount of $3.8 million related to our loan investments in Blueshift Labs, Inc. and Marley Spoon SE, in addition to a decrease in pre-incentive fee net investment income in the current period. For the six months ended June 30, 2026, $3.9 million of the incentive fees were payable in cash. With current-period deferred incentive fee accruals of $2.3 million and the reversal of the $3.8 million in incentive fees from prior periods, the net change in deferred incentive fees for the period was a decrease of $1.5 million. For the six months ended June 30, 2025, $5.4 million of the incentive fees were payable in cash and $2.1 million was deferred and accrued. Incentive fees per share for the six months ended June 30, 2026 and 2025 were $0.06 and $0.20, respectively. Net Investment Income Net investment income for the three months ended June 30, 2026 and 2025 was $18.2 million and $13.9 million, respectively. Net investment income increased for the three months ended June 30, 2026 from the three months ended June 30, 2025 primarily due to an increase in investment income resulting from an increase in the average outstanding principal on interest-earning debt investments, accompanied by decreased performance-based incentive fees and management fees. Net investment income per share for the three months ended June 30, 2026 and 2025 was $0.43 and $0.38, respectively. Net investment income for the six months ended June 30, 2026 and 2025 was $28.8 million and $29.5 million, respectively. Net investment income decreased for the six months ended June 30, 2026 from the six months ended June 30, 2025 primarily due to a 71 Table of Contents decrease in investment income resulting from a decrease in the weighted average cash yields on interest-earning debt investments and a decrease in PIK income, partially offset by decreased performance-based incentive fees and management fees. Net investment income per share for the six months ended June 30, 2026 and 2025 was $0.74 and $0.79, respectively. Net Realized Gain (Loss) The net realized loss of $45.3 million for the three months ended June 30, 2026 was primarily attributable to a realized loss on our loan investments in Blueshift Labs, Inc. and Marley Spoon SE upon restructuring. These losses were partially offset by a realized gain on the sale of our equity position in Eton Pharmaceuticals, Inc. The net realized loss 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. The net realized loss of $44.0 million for the six months ended June 30, 2026 was primarily attributable to a realized loss on our loan investments in Blueshift Labs, Inc. and Marley Spoon SE upon restructuring. These losses were partially offset by realized gains upon the sale of our investments in Eton Pharmaceuticals, Inc. and Pivot3, Inc. The net realized gain 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.). Net Change in Unrealized Gain (Loss) Net change in unrealized gain of $54.3 million for the three months ended June 30, 2026 was driven primarily by releases of prior-period unrealized losses in connection with restructurings of our loan investments in Marley Spoon SE and Blueshift Labs, Inc. These releases of prior unrealized losses were partially offset by unrealized losses on the post-restructuring Marley Spoon SE investments and were accompanied by increases in the fair value of our loan investments in 3PL Central LLC and Circadence Corporation and the impact of the purchase discount recorded on various investments acquired in connection with the Mergers. Net change in unrealized gain 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 gain of $7.6 million for the six months ended June 30, 2026 was driven primarily by releases of prior-period unrealized losses in connection with restructurings of our loan investments in Marley Spoon SE and Blueshift Labs, Inc. These releases of prior unrealized losses were partially offset by unrealized losses on the post-restructuring Marley Spoon investments and our preferred stock investment in JobGet Holdings, Inc. (fka Snagajob.com, Inc.), and were accompanied by increases in the fair value of our loan investments in Circadence Corporation and the impact of the purchase discount recorded on various investments acquired in connection with the Mergers. Net change in unrealized loss 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. Net Increase (Decrease) in Net Assets Resulting from Operations We had a net increase in net assets resulting from operations of $27.2 million for the three months ended June 30, 2026, as compared to a net increase in net assets resulting from operations of $16.8 million for the three months ended June 30, 2025. We had a net decrease in net assets resulting from operations of $7.6 million for the six months ended June 30, 2026, as compared to a net increase in net assets resulting from operations of $18.7 million for the six months ended June 30, 2025. 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. 72 Table of Contents During the six months ended June 30, 2026, 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) net borrowings under our Credit Facility, and (iv) net proceeds from the issuance of our December 2029 Notes and our February 2031 Notes, which replaced our April 2026 Notes, December 2027 Notes, and a portion of our July 2027 Notes. During the six months ended June 30, 2026, our operating activities used $188.4 million of cash and cash equivalents, compared to $73.3 million in cash and cash equivalents provided by operating activities during the six months ended June 30, 2025. The $261.7 million increase in cash used in operating activities was primarily attributable to $143.4 million of net cash consideration for the SWK Acquisition which includes acquisition-related transaction costs, as well as higher net portfolio investment activity. During the six months ended June 30, 2026, our financing activities provided $181.1 million of cash and cash equivalents, compared to $73.1 million of cash and cash equivalents used in financing activities during the six months ended June 30, 2025. The $254.1 million increase in cash and cash equivalents provided by financing activities was primarily due to increased net borrowing activity of $247.7 million. As of June 30, 2026, our net assets totaled $502.6 million, with a net asset value per share of $11.91. 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. Available Liquidity and Capital Resources As of June 30, 2026, we had $210.8 million in available liquidity, including $10.8 million in cash and cash equivalents, and $200.0 million available under our Credit Facility, subject to borrowing base capacity. As of June 30, 2026, we had $350.0 million of secured debt outstanding under our Credit Facility, which is a floating interest rate obligation and $333.5 million of unsecured debt outstanding under the July 2027 Notes, SWK 2027 Notes, April 2028 Notes, December 2029 Notes and February 2031 Notes, which are all fixed interest rate debt obligations. Refer to "Note 7 – Borrowings" of our consolidated financial statements in Part I, Item 1 of this Form 10-Q and "Recent Developments - Credit Facility" below 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, 2026 and December 31, 2025, our asset coverage ratio was 174% and 211%, 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, 2026, we had $683.5 million in debt outstanding, of which $33.0 million is due within the next year, $497.3 million is due within one to three years, and $153.3 million is due beyond three years. As of June 30, 2026, we had $10.8 million of deferred incentive fees, $4.7 million of which is due within the next year, $3.2 million is due within one to three years, and $2.8 million is due beyond three 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, 2026, we had a total of $146.7 million in unfunded commitments, which was comprised of $123.9 million to provide debt financing to our portfolio companies and $22.8 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, 2026, we had $6.3 million of available unfunded commitments to portfolio companies that are eligible to be drawn based on achieved milestones and $22.8 million in unfunded capital commitments to Runway-Cadma I LLC. Refer to "Note 8 – Commitments and Contingencies" of 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, 2026. 73 Table of Contents 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 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 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 in connection with the Third Repurchase Program for an aggregate purchase price of $12.5 million. The Third Repurchase Program expired on July 30, 2025. On May 7, 2025, our Board of Directors approved a share repurchase program (the "Fourth 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 1,213,391 shares for an aggregate purchase price of $12.5 million. The Fourth Repurchase Program expired on May 7, 2026. On May 5, 2026, our Board of Directors approved a share repurchase program (the "Fifth Repurchase Program"), under which we may repurchase up to $15.0 million of our outstanding shares of common stock. Under the Fifth Repurchase Program, purchases may be made at management’s discretion from time to time in open-market transactions, in accordance with all applicable securities laws and regulations. If not renewed, the Fifth Repurchase Program will terminate upon the earlier of (i) May 7, 2027 or (ii) the repurchase of $15.0 million of our outstanding shares of common stock. From the inception of the Fifth Repurchase Program through June 30, 2026, we repurchased 249,169 shares for an aggregate purchase price of $1.4 million. Cumulative repurchases under all repurchase programs totaled 5,495,710 shares at an aggregate purchase price of $60.7 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, 2026, we declared and paid dividends in the amount of $14.0 million and $25.9 million, respectively, of which $13.8 million and $25.5 million, respectively, were distributed in cash, with the remainder distributed in the form of 33,072 and 64,314 shares, respectively, of our common stock purchased by us in the open market and distributed to stockholders pursuant to our dividend reinvestment plan (the "Dividend Reinvestment Plan"). 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 our common stock purchased by us in the open market and distributed to stockholders pursuant to our 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. 74 Table of Contents 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. On an ongoing basis, our management evaluates its estimates and assumptions, which are based on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could materially differ from those estimates, including as a result of changes in the economic environment, financial markets, and any other parameters used in determining such estimates. Changes in our estimates and assumptions could materially impact our results of operations and financial condition. Our critical accounting estimates, including those relating to valuations of our investment portfolio, are described below. The critical accounting estimates should be read in conjunction with our risk factors as disclosed in "Risk Factors" in Part I, Item 1A of our annual report on Form 10-K, filed with the SEC on March 12, 2026. Refer to "Note 2 – Summary of Significant Accounting Policies" of our consolidated financial statements in Part I, Item 1 of this Form 10-Q for a discussion of our significant accounting policies. We consider the most significant critical accounting estimates and significant accounting policies to be those related to the valuation of our investment portfolio (Fair Value Measurements). Investment Valuation The most significant estimate inherent in the preparation of our consolidated financial statements is the valuation of investments and the related amounts of unrealized appreciation and depreciation of investments recorded. We measure 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. Our investment portfolio is reported at fair value on our consolidated statements of assets and liabilities. All assets and liabilities approximate fair value on our consolidated statements of assets and liabilities, with the exception of our 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" of our consolidated financial statements in Part I, Item 1 of this Form 10-Q. 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: •Level 1 - Valuations are based on quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date. •Level 2 - Valuations are based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly and model-based valuation techniques for which all significant inputs are observable. •Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models incorporating significant unobservable inputs, such as discounted cash flow models and other similar valuation techniques. The valuation of Level 3 assets and liabilities generally requires significant management judgment due to the inability to observe inputs to valuation. 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. 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 our 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 75 Table of Contents 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 we adopted certain revisions to our valuation policies and procedures to comply with Rule 2a-5 and Rule 31a-4, the Board of Directors has not elected to designate a valuation designee. See "Note 2 – Summary of Significant Accounting Policies" for additional information on our valuation process and procedures. The Board of Directors makes fair value determinations 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. 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. 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, including at discrete points in time. 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 fluctuate from period to period and/or 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. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Our investments and secured borrowings are measured at fair value. The carrying amounts of cash, receivables, payables and certain other short-term financial instruments approximate fair value because of their short-term maturities. Our remaining borrowings are carried at amortized cost. Recent Developments We evaluated events subsequent to June 30, 2026 through August 6, 2026. There have been no subsequent events that occurred during such period that would require recognition or disclosure, except as disclosed below. Distributions On August 5, 2026, our Board of Directors declared a quarterly distribution of $0.33 per share for our stockholders of record as of August 17, 2026, payable on or before August 31, 2026. Credit Facility On July 13, 2026, we entered into the Eighth Amendment to our amended and restated credit agreement (the “Credit Facility Amendment”). The Credit Facility Amendment, effective as of June 30, 2026, (i) reduced the total commitments under the Credit Facility from $550.0 million to $425.0 million; (ii) permitted the future prepayment and termination of a certain lender’s commitments on a non-pro-rata basis; (iii) amended certain financial covenants; (iv) updated certain key-person trigger events; and (v) amended certain loan eligibility criteria and borrowing-base concentration limitations. Recent Portfolio Activity From July 1, 2026 through August 6, 2026, we funded $1.9 million in unfunded commitments on existing investments. We also received $17.1 million in debt prepayments. Appointment of Co-Chief Executive Officer On August 5, 2026, the Board of Directors elected Michael Rovner, age 56, as our Co-Chief Executive Officer, effective as of the close of business on August 6, 2026 (the “Effective Time”), to serve alongside R. David Spreng, whose title will change from Chief Executive Officer and President to Co-Chief Executive Officer and President, as of the Effective Time. In addition, Mr. Rovner will serve as the Co-Chief Executive Officer, the Co-Chief Investment Officer and as a member of the investment committee of RGC, effective as of the Effective Time. Mr. Rovner has more than 30 years of industry experience spanning early and growth stage technology companies, private equity, private credit, and growth-debt lending. Prior to joining us, Mr. Rovner served as a managing director at BC Partners and its affiliate Mount Logan Management since 2023. Before that, from 2012 to 2023, he served as the chief executive officer and head of the investment 76 Table of Contents committee of Ovation Partners, a provider of asset backed lending solutions and growth capital for established companies, which he co-founded. From 2009 to 2011, Mr. Rovner served on the Board of Directors of Vida Capital, a vertically integrated manager of insurance-related and longevity contingent assets, which he co-founded in 2009. From 2000 to 2011, he served as a partner and head of the financial services practice of Austin Ventures, a venture capital and growth equity firm focused on early-stage and growth equity investments in the financial services, technology, digital media, and technology-enabled services markets. Mr. Rovner received a B.A. in English from UCLA. Investment Committee Effective as of the close of business on August 6, 2026, RGC’s Investment Committee will consist of R. David Spreng, Michael Rovner, Thomas B. Raterman and Patrick Schafer. Please refer to "Part II, Item 5. Other Information" for additional information.
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…
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, to the extent our debt investments include variable interest rates. As of June 30, 2026, $1.0 billion of par, or 87.5% of our debt portfolio investments bore interest at variable rates, of which approximately 82.0% were based on SOFR and 18.0% were based on Prime. A hypothetical 200 basis point increase or decrease in the interest rates on our variable-rate debt investments could increase our interest income by a maximum of $16.4 million and decrease our investment income by a maximum of $8.0 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 our 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" of our consolidated financial statements in Part I, Item 1 of this Form 10-Q. For additional information regarding the subsequent reduction in 77 Table of Contents total commitments under the Credit Facility, refer to “Recent Developments – Credit Facility” above and “Note 14 – Subsequent Events” of 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. 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. Based on our Consolidated Statements of Assets and Liabilities as of June 30, 2026, the following table shows the approximate annualized increase (decrease) in components of net assets resulting from operations of hypothetical base rate changes in interest rates, assuming no changes to our investments or borrowing structure. (In thousands except per share data): Basis Point Change Interest Income Interest Expense Net Income NII/Share (200) $ (7,955 ) $ (7,000 ) $ (955 ) $ (0.02 ) (150) (6,387 ) (5,250 ) (1,137 ) (0.03 ) (100) (4,449 ) (3,500 ) (949 ) (0.02 ) (75) (3,398 ) (2,625 ) (773 ) (0.02 ) (50) (2,322 ) (1,750 ) (572 ) (0.01 ) (25) (1,198 ) (875 ) (323 ) (0.01 ) 25 1,483 875 608 0.01 50 3,191 1,750 1,441 0.03 75 5,064 2,625 2,439 0.06 100 7,167 3,500 3,667 0.09 150 11,529 5,250 6,279 0.15 200 16,371 7,000 9,371 0.22 Although we believe that the foregoing analysis is indicative of our sensitivity to interest rate changes, it does not adjust for potential changes in the credit market, credit quality, size and composition of the assets in our portfolio. It also does not adjust for other business developments, including our debt borrowings and use of our Credit Facility that could affect the net increase in net assets resulting from operations, or net income. It also does not assume any repayments from our portfolio companies. Accordingly, no assurances can be given that actual results would not differ materially from the statement above. 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. See "Risk Factors – Risks Related to Our Business and Structure" in Part I, Item 1A of our annual report on Form 10-K, filed with the SEC on March 12, 2026. Hedging From time-to time, we may hedge against interest rate and currency exchange rate fluctuations by using standard hedging instruments such as futures, options, swap contracts and forward contracts subject to the requirements of the 1940 Act. While hedging activities may insulate us against adverse changes in interest rates, 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, 2026, we did not have any hedging instruments. 78 Table of Contents
Read original filing text →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 proceedin…
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.
Read original filing text →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. In addition to the other information set forth in…
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. In addition to the other information set forth in this report, you should carefully consider the risk factors discussed in "Risk Factors" in Part I, Item 1A of our annual report on Form 10-K, filed with the SEC on March 12, 2026. The risks and uncertainties described in this report and 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 this report and 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. Risks Related to Our Business and Structure We are dependent upon RGC's senior management personnel for our future success. We depend on the experience, diligence, skill and investment acumen of RGC's senior officers and other investment professionals, including members of its investment committee, that it currently retains or may subsequently retain that identify, evaluate, negotiate, structure, close, monitor and manage our investments. Our future success will depend to a significant extent on the continued service of RGC’s senior management. We cannot assure you that unforeseen business, medical, personal or other circumstances would not lead any such individual to terminate his or her relationship with us. The departure of any of the members of RGC’s senior management could have a material adverse effect on our ability to achieve our investment objective, as well as on our financial condition, business and results of operations. In addition, we can offer no assurance that RGC will continue indefinitely as our investment adviser. The members of RGC’s senior management are and may in the future become affiliated with entities engaged in business activities similar to those intended to be conducted by us and may have conflicts of interest in allocating their time. RGC may also manage and sub-advise private investment funds and accounts, and may manage other such funds and accounts in the future, which have investment mandates that are similar, in whole or in part, with ours. Accordingly, RGC’s senior management may have obligations to investors in those entities, the fulfillment of which might not be in the best interests of us or our stockholders. For example, RGC’s senior management may face conflicts of interest in the allocation of investment opportunities to us and such other existing and future funds and accounts.
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