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
Date of Report (Date of earliest event reported):
November 18, 2024 (November 15, 2024)
RUNWAY GROWTH FINANCE CORP.
(Exact name of registrant as specified in its charter)
| Maryland | | 000-55544 | | 47-5049745 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification
No.) |
205 N. Michigan Ave., Suite 4200
Chicago, Illinois 60601
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (312) 281-6270
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which
registered |
| Common Stock, par value $0.01 per share | | RWAY | | Nasdaq Global Select Market LLC |
| 7.50% Notes due 2027 | | RWAYL | | Nasdaq Global Select Market LLC |
| 8.00% Notes due 2027 | | RWAYZ | | Nasdaq Global Select Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company x
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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 15, 2024, Gregory M. Share informed the Board of Directors (the “Board”) of Runway Growth Finance Corp., a Maryland corporation (the “Company”), of his intent to resign as a director of the Company. In connection with the Stockholder Agreement between the Company and OCM Growth Holdings, LLC (“OCM”), dated December 15, 2016, OCM intends to submit a replacement nominee or nominees for consideration by the Board, and anticipates that any such nominee would not be an “interested person” (as such term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended) of the Company, its investment adviser, or OCM. Mr. Share’s decision was not due to any disagreements with the Company relating to the Company’s operations, policies or practices.
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.
| Date: November 18, 2024 | RUNWAY GROWTH FINANCE CORP. |
| | | |
| | By: | /s/ Thomas B. Raterman |
| | | Thomas B. Raterman |
| | | Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary |
