Runway Growth Finance Corp. 10-Q

Item 1. Financial Statements RUNWAY GROWTH FINANCE CORP. Statements of Assets and Liabilities ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2021 December 31, 2020 ​ (Unaudited) ​ Assets ​ ​ ​ ​ ​ ​ Investments at fair value: ​ ​ Non-control/non-affiliate investments at fair value (cost of $549,308,847 and $532,676,057, respectively) ​ $ 562,496,579 ​ $ 541,978,736 Control/affiliate investments at fair value (cost of $34,978,846 and $13,911,494, respectively) ​ ​ 23,855,798 ​ ​ 9,845,854 Investment in U.S. Treasury Bills at fair value (cost of $60,000,558 and $70,001,472, respectively) ​ 60,000,660 ​ 70,002,060 Total investments at fair value (cost of $644,288,251 and $616,589,023, respectively) ​ 646,353,037 ​ 621,826,650 Cash and cash equivalents ​ 936,503 ​ 14,886,246 Subscriptions receivable ​ ​ 1,139,528 ​ ​ — Accrued interest receivable ​ 2,031,720 ​ 2,682,405 Other accounts receivable ​ 161,918 ​ 359,000 Deferred offering costs ​ 439,929 ​ — Prepaid and deferred expenses ​ 190,342 ​ 137,096 Total assets ​ 651,252,977 ​ 639,891,397 ​ ​ ​ ​ ​ ​ ​ Liabilities ​ ​ Debt: ​ ​ Credit facilities ​ 80,000,000 ​ 99,000,000 Deferred credit facility fees (net of accumulated amortization of $733,251 and $383,873, respectively) ​ (1,252,978) ​ (1,583,230) Total debt, less unamortized deferred financing costs ​ 78,747,022 ​ 97,416,770 Reverse repurchase agreement ​ 59,699,461 ​ 69,650,000 Accrued incentive fees ​ 5,971,134 ​ 5,007,065 Due to affiliate ​ 227,038 ​ 143,515 Interest payable ​ 811,857 ​ 468,014 Accrued expenses and other liabilities ​ 1,595,480 ​ 962,348 Total liabilities ​ 147,051,992 ​ 173,647,712 ​ ​ ​ ​ ​ ​ ​ Commitments and contingencies (Note 3) ​ ​ ​ ​ ​ ​ ​ ​ ​ Net assets ​ ​ Common stock, $0.01 par value; 100,000,000 shares authorized; 34,530,614 and 31,414,051 shares issued and outstanding, respectively ​ 345,306 ​ 314,140 Additional paid-in capital ​ 513,082,399 ​ 466,872,304 Distributable (losses) earnings ​ (9,226,720) ​ (942,759) Total net assets ​ $ 504,200,985 ​ $ 466,243,685 ​ ​ ​ ​ ​ ​ ​ Net asset value per share ​ $ 14.60 ​ $ 14.84 ​ See notes to financial statements. 1 Table of Contents RUNWAY GROWTH FINANCE CORP. Statements of Operations (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended ​ ​ September 30, 2021 ​ September 30, 2020 ​ September 30, 2021 ​ September 30, 2020 Investment income ​ ​ ​ ​ From non-control/non-affiliate: ​ ​ ​ ​ Interest income ​ $ 17,612,993 ​ $ 12,184,940 ​ $ 49,863,060 ​ $ 36,757,088 Payment in-kind interest income ​ 434,464 ​ 1,568,799 ​ 2,424,022 ​ 2,336,646 Other income ​ 101,266 ​ 117,882 ​ 342,236 ​ 682,725 Interest income from U.S. Treasury Bills ​ 117 ​ 47 ​ 127 ​ 17,143 Dividend income ​ 343,755 ​ 343,755 ​ 1,031,265 ​ 1,010,959 Other income from non-investment sources ​ 131 ​ 300 ​ 390 ​ 33,073 From control/affiliate: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest income ​ ​ 113,554 ​ ​ — ​ ​ 113,554 ​ ​ — Payment in-kind interest income ​ ​ 3,786 ​ ​ — ​ ​ 3,786 ​ ​ — Total investment income ​ 18,610,066 ​ 14,215,723 ​ 53,778,440 ​ 40,837,634 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating expenses ​ ​ ​ ​ Management fees ​ 2,301,656 ​ 1,721,913 ​ 6,647,207 ​ 5,017,590 Incentive fees ​ 2,686,475 ​ 1,650,930 ​ 6,498,482 ​ 4,871,906 Interest expense ​ 812,852 ​ 407,701 ​ 2,302,582 ​ 595,195 Professional fees ​ 505,545 ​ 198,217 ​ 1,151,610 ​ 919,390 Overhead allocation expense ​ 249,141 ​ 161,553 ​ 655,260 ​ 507,536 Administration fee ​ 179,500 ​ 132,715 ​ 420,360 ​ 378,395 Facility fees ​ 738,087 ​ 132,083 ​ 1,447,288 ​ 510,805 Directors’ fees ​ 67,750 ​ 60,250 ​ 201,750 ​ 188,250 Tax expense ​ — ​ — ​ 41 ​ 1,319 Other expenses ​ 327,936 ​ 227,781 ​ 890,530 ​ 807,240 Total operating expenses ​ 7,868,942 ​ 4,693,143 ​ 20,215,110 ​ 13,797,626 Net investment income ​ 10,741,124 ​ 9,522,580 ​ 33,563,330 ​ 27,040,008 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Realized and unrealized gain (loss) on investments ​ ​ ​ ​ Realized gain (loss) on non-control/non-affiliate investments, including U.S. Treasury Bills ​ 718,310 ​ 1,142,706 ​ (4,076,766) ​ (5,370,702) Net change in unrealized appreciation (depreciation) on non-control/non-affiliate investments, including U.S. Treasury Bills ​ ​ (6,857,594) ​ ​ 243,742 ​ ​ (10,979,143) ​ ​ 4,561,255 Net change in unrealized appreciation on control/affiliate investments ​ 5,629,212 ​ — ​ 7,806,302 ​ — Net realized and unrealized gain (loss) on investments ​ (510,072) ​ 1,386,448 ​ (7,249,607) ​ (809,447) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net increase in net assets resulting from operations ​ $ 10,231,052 ​ $ 10,909,028 ​ $ 26,313,723 ​ $ 26,230,561 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net increase in net assets resulting from operations per common share ​ $ 0.31 ​ $ 0.40 ​ $ 0.81 ​ $ 0.99 Net investment income per common share ​ $ 0.32 ​ $ 0.35 ​ $ 1.04 ​ $ 1.02 Weighted-average shares outstanding ​ 33,160,481 ​ 27,271,559 ​ 32,360,107 ​ 26,603,966 ​ See notes to financial statements. ​ 2 Table of Contents RUNWAY GROWTH FINANCE CORP. Statements of Changes in Net Assets (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended ​ ​ September 30, 2021 ​ September 30, 2020 ​ September 30, 2021 ​ September 30, 2020 Net increase in net assets from operations ​ ​ ​ ​ Net investment income ​ $ 10,741,124 ​ $ 9,522,580 ​ $ 33,563,330 ​ $ 27,040,008 Realized gain (loss) on non-control/non-affiliate investments, including U.S. Treasury Bills ​ 718,310 ​ 1,142,706 ​ (4,076,766) ​ (5,370,702) Net change in unrealized appreciation (depreciation) on non-control/non-affiliate investments, including U.S. Treasury Bills ​ ​ (6,857,594) ​ ​ 243,742 ​ ​ (10,979,143) ​ ​ 4,561,255 Net change in unrealized appreciation on control/affiliate investments ​ 5,629,212 ​ — ​ 7,806,302 ​ — Net increase in net assets resulting from operations ​ 10,231,052 ​ 10,909,028 ​ 26,313,723 ​ 26,230,561 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Distributions to stockholders from: ​ ​ ​ ​ Dividends paid to stockholders ​ (11,114,754) ​ (9,697,099) ​ (34,597,684) ​ (29,264,163) Total distributions to stockholders ​ (11,114,754) ​ (9,697,099) ​ (34,597,684) ​ (29,264,163) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Capital share transactions ​ ​ ​ ​ Issuance of shares of common stock ​ 18,976,917 ​ — ​ 19,283,828 ​ 315,308 Issuance of shares of common stock under dividend reinvestment plan ​ 8,401,215 ​ 7,934,712 ​ 26,994,806 ​ 23,858,677 Offering costs ​ (32,542) ​ 1,505 ​ (37,373) ​ (51,400) Net increase in net assets resulting from capital share transactions ​ 27,345,590 ​ 7,936,217 ​ 46,241,261 ​ 24,122,585 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total increase in net assets ​ 26,461,888 ​ 9,148,146 ​ 37,957,300 ​ 21,088,983 Net assets at beginning of period ​ 477,739,097 ​ 388,254,058 ​ 466,243,685 ​ 376,313,221 Net assets at end of period ​ $ 504,200,985 ​ $ 397,402,204 ​ $ 504,200,985 ​ $ 397,402,204 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Capital share activity ​ ​ ​ ​ ​ Shares issued ​ 1,840,160 ​ 550,639 ​ 3,116,563 ​ 1,675,812 Shares outstanding at beginning of period ​ 32,690,454 ​ 26,936,387 ​ 31,414,051 ​ 25,811,214 Shares outstanding at end of period ​ 34,530,614 ​ 27,487,026 ​ 34,530,614 ​ 27,487,026 ​ See notes to financial statements. ​ 3 Table of Contents RUNWAY GROWTH FINANCE CORP. Statements of Cash Flows (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended Nine Months Ended ​ ​ September 30, 2021 ​ September 30, 2020 Cash flows from operating activities ​ ​ Net increase in net assets resulting from operations ​ $ 26,313,723 ​ $ 26,230,561 Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by (used in) operating activities: ​ ​ Purchases of investments ​ (237,031,073) ​ (141,707,494) Purchases of U.S. Treasury Bills ​ (115,000,509) ​ (179,998,299) Payment in-kind interest ​ (2,427,808) ​ (2,336,646) Sales or repayments of investments ​ 203,205,733 ​ 82,934,161 Sales or maturities of U.S. Treasury Bills ​ 124,999,118 ​ 194,985,264 Proceeds from U.S. Treasury Bills sold short ​ ​ — ​ ​ 25,999,624 Realized loss on investments, including U.S. Treasury Bills ​ 4,076,766 ​ 5,370,703 Net change in unrealized appreciation (depreciation) on investments, including U.S. Treasury Bills ​ 3,172,841 ​ (4,561,255) Amortization of fixed income premiums or accretion of discounts ​ (5,539,659) ​ (6,808,065) Amortization of deferred credit facility fees ​ 349,378 ​ 168,313 Changes in operating assets and liabilities: ​ ​ ​ Accrued interest receivable ​ 650,685 ​ (12,913) Other accounts receivable ​ 197,082 ​ (36,060) Prepaid and deferred expenses ​ (53,246) ​ 119,910 Accrued incentive fees ​ 964,069 ​ 161,847 Due to affiliate ​ 83,523 ​ 27,045 Interest payable ​ 343,843 ​ (92,977) Accrued expenses and other liabilities ​ 651,336 ​ (180,461) Net cash provided by operating activities ​ 4,955,802 ​ 263,258 Cash flows from financing activities ​ ​ Deferred offering costs ​ (439,929) ​ — Deferred credit facility fees ​ (19,126) ​ (25,000) Borrowings under credit facilities ​ 100,000,000 ​ 87,000,000 Repayments under credit facilities ​ (119,000,000) ​ (110,500,000) Proceeds from reverse repurchase agreements ​ 104,474,375 ​ 179,099,477 Repayments of reverse repurchase agreements ​ (114,424,914) ​ (195,117,913) Dividends paid to stockholders ​ (7,602,878) ​ (5,405,487) Offering costs ​ (37,373) ​ (51,399) Net cash received from common stock issued ​ 18,144,300 ​ 315,308 Net cash (used in) financing activities ​ (18,905,545) ​ (44,685,014) ​ ​ ​ ​ ​ ​ ​ Net (decrease) in cash ​ (13,949,743) ​ (44,421,756) Cash and cash equivalents at beginning of period ​ 14,886,246 ​ 45,799,672 Cash and cash equivalents at end of period ​ $ 936,503 ​ $ 1,377,916 ​ ​ ​ ​ ​ ​ ​ Supplemental and non-cash financing cash flow information: ​ ​ Taxes paid ​ $ — ​ $ 99,549 Interest paid ​ 1,958,739 ​ 688,172 Non-cash portfolio purchases ​ ​ 2,562,120 ​ ​ 23,959,450 Non-cash dividend reinvestments ​ 26,994,806 ​ 23,858,676 Subscriptions receivable ​ ​ 1,139,528 ​ ​ — ​ See notes to financial statements. ​ ​ 4 Table of Contents RUNWAY GROWTH FINANCE CORP. Schedule of Investments (Unaudited) September 30, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ % of ​ ​ ​ ​ ​ ​ ​ Acquisition ​ Principal/ ​ ​ ​ ​ ​ ​ ​ Net ​ Portfolio Companies Sub-Industry Investment Description (1),(5),(10) Date Shares Cost Fair Value (2),(6) Assets ​ Control/affiliate investments (15) ​ ​ ​ ​ Senior Secured Term Loans (7),(8) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Mojix, Inc. ​ Application Software ​ Tranche I: LIBOR+12.00% PIK, 12.00% floor, 5% ETP, due 10/15/2021 (4) ​ 5/16/2017 ​ $ 6,519,240 ​ $ 6,502,036 ​ $ 7,339,422 ​ 1.46 % ​ ​ ​ ​ Tranche II: LIBOR+12.00% PIK, 12.00% floor, 5% ETP, due 10/15/2021 (4) ​ 8/3/2017 ​ ​ 2,173,080 ​ ​ 2,170,069 ​ ​ 2,446,475 ​ 0.49 ​ ​ ​ ​ ​ Tranche III: LIBOR+12.00% PIK, 12.00% floor, 5% ETP, due 10/15/2021 (4) ​ 7/6/2018 ​ ​ 542,721 ​ ​ 543,783 ​ ​ 611,001 ​ 0.12 ​ ​ ​ ​ ​ Tranche IV: LIBOR+12.00% PIK, 12.00% floor, 5% ETP, due 10/15/2021 (4) ​ 9/5/2018 ​ ​ 541,964 ​ ​ 542,215 ​ ​ 610,148 ​ 0.12 ​ ​ ​ ​ ​ Tranche V: LIBOR+12.00% PIK, 12.00% floor, 5% ETP, due 10/15/2021 (4) ​ 1/28/2019 ​ ​ 1,079,293 ​ ​ 1,073,081 ​ ​ 1,215,056 ​ 0.24 ​ ​ ​ ​ ​ Tranche VI: LIBOR+12.00% PIK, 12.00% floor, 5% ETP, due 10/31/2021 (4) ​ 12/18/2019 ​ ​ 929,143 ​ ​ 929,143 ​ ​ 1,062,907 ​ 0.21 ​ Pivot3 Holdings, Inc. ​ Data Processing & Outsourced Services ​ Tranche I: LIBOR+8.50% PIK, 11.00% floor, 4.00% ETP, due 11/15/2022 (4) 5/13/2019 ​ ​ 18,598,265 ​ ​ 19,172,352 ​ ​ 9,862,794 1.96 ​ Total Senior Secured Term Loans ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 30,932,679 ​ ​ 23,147,803 ​ 4.59 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Preferred Stocks (7) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Mojix, Inc. ​ Application Software ​ Series A-1 Preferred Stock ​ 12/14/2020 ​ ​ 67,114,092 ​ ​ 800,000 ​ ​ 707,995 ​ 0.14 ​ Pivot3 Holdings, Inc. Data Processing & Outsourced Services Series 1 Preferred Stock 1/27/2021 ​ 2,675,585 ​ 2,000,000 ​ ​ — ​ — ​ Total Preferred Stocks ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2,800,000 ​ ​ 707,995 ​ 0.14 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Warrants (7) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Mojix, Inc. ​ Application Software ​ Warrant for Common Stock, exercise price $1.286/share, expires 12/13/2030 ​ 12/14/2020 ​ ​ 2,349 ​ ​ 119,320 ​ ​ — ​ — ​ ​ ​ ​ ​ Warrant for Common Stock, exercise price $2.1286/share, expires 12/13/2030 ​ 12/14/2020 ​ ​ 5,873 ​ ​ 298,325 ​ ​ — ​ — ​ ​ ​ ​ ​ Warrant for Common Stock, exercise price $5.57338/share, expires 12/13/2030 ​ 12/14/2020 ​ ​ 394,733 ​ ​ 828,522 ​ ​ — ​ — ​ Total Warrants ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,246,167 ​ ​ — ​ — ​ Total Control/affiliate investments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 34,978,846 ​ ​ 23,855,798 ​ 4.73 ​ Non-control/non-affiliate investments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Senior Secured Term Loans (8) ​ ​ ​ ​ Allurion Technologies, Inc. ​ Health Care Technology ​ Tranche I: LIBOR+9.00%, 9.50% floor, 3.00% ETP, due 3/30/2025 ​ 3/30/2021 ​ ​ 15,000,000 ​ ​ 14,892,101 ​ ​ 14,892,101 ​ 2.95 ​ ​ ​ ​ ​ Tranche II: LIBOR+9.00%, 9.50% floor, 3.00% ETP, due 3/30/2025 ​ 9/28/2021 ​ ​ 5,000,000 ​ ​ 4,867,350 ​ ​ 4,867,350 ​ 0.97 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Bombora, Inc. ​ Internet Software and Services ​ LIBOR+5.00%, 5.50% floor, 3.75% PIK, 2.00% ETP, due 3/31/2025 (4) ​ 3/31/2021 ​ ​ 20,352,540 ​ ​ 20,081,420 ​ ​ 20,081,420 ​ 3.98 ​ See notes to financial statements. 5 Table of Contents RUNWAY GROWTH FINANCE CORP. ​ Schedule of Investments (Unaudited) — (continued) September 30, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ % of ​ ​ ​ ​ ​ ​ ​ Acquisition ​ Principal/ ​ ​ ​ ​ ​ ​ ​ Net ​ Portfolio Companies Sub-Industry Investment Description (1),(5),(10) Date Shares Cost Fair Value (2),(6) Assets ​ Non-control/non-affiliate investments (continued) ​ ​ ​ ​ Senior Secured Term Loans (8) (continued) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Brilliant Earth, LLC ​ Internet Retail ​ Tranche I: LIBOR+7.75%, 8.25% floor, 4.50% ETP, due 10/15/2023 ​ 9/30/2019 ​ $ 35,000,000 ​ $ 35,722,168 ​ $ 35,342,860 ​ 7.01 % ​ ​ ​ ​ Tranche II: LIBOR+7.75%, 8.25% floor, 0.75% ETP, due 10/15/2023 ​ 12/17/2020 ​ ​ 30,000,000 ​ ​ 29,914,572 ​ ​ 30,293,880 ​ 6.01 ​ Circadence Corporation ​ Application Software ​ LIBOR+9.50%, 12.00% floor, 7.50% ETP, due 12/15/2022 ​ 12/20/2018 ​ ​ 17,400,000 ​ ​ 17,583,331 ​ ​ 15,693,139 ​ 3.11 ​ CloudPay, Inc. ​ Human Resource & Employment Services ​ LIBOR+8.75%, 9.25% floor, 2.00% ETP, due 8/17/2025 (3)(13) ​ 8/17/2021 ​ ​ 35,000,000 ​ ​ 34,799,368 ​ ​ 34,799,368 ​ 6.90 ​ Credit Sesame, Inc. ​ Specialized Consumer Services ​ Tranche I: LIBOR+8.35%, 10.25% floor, 2.50% ETP, due 12/15/2023 ​ 1/7/2020 ​ ​ 31,500,000 ​ ​ 31,706,682 ​ ​ 31,347,394 ​ 6.22 ​ ​ ​ ​ ​ Tranch II: LIBOR+8.35% , 2.00% PIK on overadvance, 10.25% floor, due 5/15/2023 (4) ​ 1/7/2020 ​ ​ 9,547,728 ​ ​ 9,547,728 ​ ​ 9,501,473 ​ 1.88 ​ CrossRoads Extremity Systems, LLC ​ Health Care Technology ​ LIBOR+8.15%, 1.50% PIK, 8.65% floor, 3.50% ETP, due 7/1/2025 (4) ​ 6/29/2021 ​ ​ 7,524,400 ​ ​ 7,315,855 ​ ​ 7,315,855 ​ 1.45 ​ Dtex Systems, Inc. ​ Application Software ​ LIBOR+9.50%, 10.00% floor, 1.75% ETP, due 6/1/2025 ​ 6/1/2021 ​ ​ 10,000,000 ​ ​ 9,922,994 ​ ​ 9,922,994 ​ 1.97 ​ Echo 360 Holdings, Inc. ​ Education Services ​ LIBOR+10.50%, 11.00% floor, 3.00% ETP, due 12/15/2024 ​ 6/22/2021 ​ ​ 20,000,000 ​ ​ 19,980,318 ​ ​ 19,980,318 ​ 3.96 ​ Fidelis Cybersecurity, Inc. ​ Internet Software and Services ​ LIBOR+11.00%, 12.0% Floor, 2.39% ETP, due 5/13/2024 ​ 5/13/2021 ​ ​ 13,641,254 ​ ​ 13,580,610 ​ ​ 13,482,031 ​ 2.67 ​ FiscalNote, Inc. ​ Application Software ​ Tranche I: LIBOR+9.25%, 9.75% floor, 5.00% ETP, due 8/21/2023 ​ 10/19/2020 ​ ​ 45,000,000 ​ ​ 45,184,586 ​ ​ 45,184,586 ​ 8.96 ​ ​ ​ ​ ​ Tranche II: LIBOR+9.25%, 9.75% floor, 5.00% ETP, due 8/21/2023 ​ 9/30/2021 ​ ​ 10,000,000 ​ ​ 9,900,956 ​ ​ 9,900,956 ​ 1.96 ​ Gynesonics, Inc. ​ Health Care Technology ​ LIBOR+8.75%, 9.25% floor, 3.50% ETP, due 12/1/2025 ​ 12/1/2020 ​ ​ 30,000,000 ​ ​ 29,437,067 ​ ​ 29,437,067 ​ 5.84 ​ INRIX, Inc. ​ Internet Software and Services ​ Tranche I: LIBOR+8.00%, 10.50% floor, 2.50% ETP, due 7/15/2023 ​ 7/26/2019 ​ ​ 20,000,000 ​ ​ 20,123,795 ​ ​ 20,123,795 ​ 3.99 ​ ​ ​ ​ ​ Tranche II: LIBOR+8.00%, 10.50% floor, 2.50% ETP, due 7/15/2023 ​ 7/26/2019 ​ ​ 10,000,000 ​ ​ 9,937,687 ​ ​ 9,937,688 ​ 1.97 ​ Marley Spoon AG ​ Internet Retail ​ LIBOR+8.50%, 1.25% PIK, 9.00% floor, due 6/15/2025 (3),(4),(12) ​ 6/30/2021 ​ ​ 17,596,962 ​ ​ 17,188,116 ​ ​ 17,186,271 ​ 3.41 ​ Mingle Healthcare Solutions, Inc. ​ Health Care Technology ​ LIBOR+9.50%, 11.75% floor, .25% PIK, 10.00% ETP, due 8/15/2022 (4) ​ 8/15/2018 ​ ​ 3,955,983 ​ ​ 4,417,880 ​ ​ 4,352,322 ​ 0.86 ​ Route 92 Medical, Inc. ​ Health Care Technology ​ LIBOR+8.48%, 8.98% floor, 3.95% ETP, due 7/1/2026 ​ 8/17/2021 ​ ​ 13,000,000 ​ ​ 12,639,270 ​ ​ 12,663,627 ​ 2.51 ​ SetPoint Medical Corporation ​ Health Care Technology ​ LIBOR+8.75%, 9.25% floor, 4.00% ETP, due 12/1/2025 ​ 6/29/2021 ​ ​ 10,000,000 ​ ​ 9,916,022 ​ ​ 9,916,022 ​ 1.97 ​ ​ See notes to financial statements. ​ 6 Table of Contents RUNWAY GROWTH FINANCE CORP. ​ Schedule of Investments (Unaudited) — (continued) September 30, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ % of ​ ​ ​ ​ ​ ​ ​ Acquisition ​ Principal/ ​ ​ ​ ​ ​ ​ ​ Net ​ Portfolio Companies Sub-Industry Investment Description (1),(5),(10) Date Shares Cost Fair Value (2),(6) Assets ​ Non-control/non-affiliate investments (continued) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Senior Secured Term Loans (8) (continued) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ShareThis, Inc. ​ Data Processing & Outsourced Services ​ Tranche I: LIBOR+9.25%, 11.60% floor, 3.00% ETP, due 7/15/2023 12/3/2018 ​ $ 19,250,000 ​ $ 19,221,765 ​ $ 19,221,765 3.81 % ​ ​ ​ ​ Tranche II: LIBOR+9.25%, 11.60% floor, 3.00% ETP, due 7/15/2023 1/7/2019 ​ ​ 750,000 ​ ​ 746,480 ​ ​ 746,480 0.15 ​ ​ ​ ​ ​ Tranche III: LIBOR+9.25%, 11.60% floor, 3.00% ETP, due 7/15/2023 7/24/2019 ​ ​ 1,000,000 ​ ​ 989,945 ​ ​ 989,945 0.20 ​ ​ ​ ​ ​ Tranche IV: LIBOR+8.25%, 10.60% floor, 3.00% ETP, due 7/15/2023 9/29/2021 ​ ​ 1,000,000 ​ ​ 1,009,972 ​ ​ 1,009,972 0.20 ​ Snagajob.com, Inc. ​ Human Resource & Employment Services ​ LIBOR+8.50%, 9.00% floor, 2.75% ETP, due 9/1/2025 ​ 9/29/2021 ​ ​ 37,315,385 ​ ​ 36,753,749 ​ ​ 36,753,749 ​ 7.29 ​ The Kairn Corporation ​ Application Software ​ Tranche I: LIBOR+9.50% PIK, 10.81% floor, due 12/15/2022 (4) ​ 3/24/2020 ​ ​ 1,123,365 ​ ​ 1,123,365 ​ ​ 1,123,365 ​ 0.22 ​ ​ ​ ​ ​ Tranche II: Fixed 6.50% PIK, due 3/9/2027 (4) ​ 3/9/2020 ​ ​ 4,399,733 ​ ​ 4,399,733 ​ ​ 2,865,091 ​ 0.57 ​ VERO Biotech LLC ​ Health Care Technology ​ Tranche I: LIBOR+9.05%, 9.55% floor, 3.00% ETP, due 12/1/2024 ​ 12/29/2020 ​ ​ 25,000,000 ​ ​ 24,578,441 ​ ​ 24,578,441 ​ 4.87 ​ ​ ​ ​ ​ Tranche II: LIBOR+9.05%, 9.55% floor, 3.00% ETP, due 12/1/2024 ​ 3/30/2021 ​ ​ 15,000,000 ​ ​ 14,946,596 ​ ​ 14,946,596 ​ 2.96 ​ Total Senior Secured Term Loans ​ ​ ​ ​ ​ 512,429,922 ​ 508,457,921 100.84 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Preferred Stocks ​ ​ ​ ​ ​ Aria Systems, Inc. Application Software Series G Preferred Stock (7) 7/10/2018 ​ 289,419 ​ 250,000 ​ ​ 369,620 ​ 0.07 ​ CareCloud, Inc. Health Care Technology 11% Series A Cumulative Redeemable Perpetual Preferred Stock (16)(19) 1/8/2020 ​ 544,178 ​ 14,287,836 ​ ​ 15,889,998 ​ 3.15 ​ Total Preferred Stocks ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 14,537,836 ​ ​ 16,259,618 ​ 3.22 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common Stocks (7) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Brilliant Earth, LLC ​ Internet Retail ​ Class P Units (18) ​ 9/22/2021 ​ ​ 526,845 ​ ​ 984,036 ​ ​ 5,812,694 ​ 1.15 ​ Ouster, Inc. ​ Technology Hardware, Storage & Peripherals ​ Common Stock (16)(19) ​ 3/12/2021 ​ ​ 1,206,959 ​ ​ 102,780 ​ ​ 8,834,940 ​ 1.75 ​ Quantum Corporation ​ Technology Hardware, Storage & Peripherals ​ Common Stock (16)(19) ​ 8/13/2021 ​ ​ 459,720 ​ ​ 2,606,612 ​ ​ 2,381,350 ​ 0.47 ​ zSpace, Inc. ​ Technology Hardware, Storage & Peripherals ​ Common Stock ​ 12/31/2020 ​ ​ 6,078,499 ​ ​ 1,119,096 ​ ​ — ​ — ​ Total Common Stocks ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4,812,524 ​ ​ 17,028,984 ​ 3.38 ​ ​ See notes to financial statements. ​ 7 Table of Contents RUNWAY GROWTH FINANCE CORP. ​ Schedule of Investments (Unaudited) — (continued) September 30, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ % of ​ ​ ​ ​ ​ ​ ​ Acquisition ​ Principal/ ​ ​ ​ ​ ​ ​ ​ Net ​ Portfolio Companies Sub-Industry Investment Description (1),(5),(10) Date Shares Cost Fair Value (2),(6) Assets ​ Non-control/non-affiliate investments (continued) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Warrants (7) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ AllClear ID, Inc. Specialized Consumer Services Warrant for Common Stock, exercise price $0.01/share, expires 9/1/2027 9/1/2017 ​ 870,514 ​ $ 1,749,733 ​ $ 1,381,506 ​ 0.27 % Allurion Technologies, Inc. Health Care Technology Warrant for Series C Preferred Stock, exercise price $6.58/share, expires 3/30/2031 3/30/2021 ​ 106,383 ​ ​ 154,801 ​ ​ 434,043 ​ 0.09 ​ Aria Systems, Inc. Application Software Warrant for Series G Preferred Stock, exercise price $0.8638/share, expires 6/29/2028 6/29/2018 ​ 2,387,705 ​ ​ 1,047,581 ​ ​ 3,049,362 ​ 0.60 ​ Aspen Group Inc. Education Services Warrant for Common Stock, exercise price $6.87/share, expires 7/25/2022 7/25/2017 ​ 224,174 ​ ​ 583,301 ​ ​ 157,000 ​ 0.03 ​ Bombora, Inc. Internet Software and Services Warrant for Common Stock, exercise price $3.29/share, expires 3/31/2031 3/31/2021 ​ 121,581 ​ ​ 174,500 ​ ​ 255,151 ​ 0.05 ​ CareCloud, Inc. Health Care Technology Warrant for Common Stock, exercise price $7.50/share, expires 1/8/2022 1/8/2020 ​ 1,000,000 ​ ​ 435,000 ​ ​ 687,000 ​ 0.14 ​ ​ ​ Warrant for Common Stock, exercise price $10.00/share, expires 1/8/2023 1/8/2020 ​ 1,000,000 ​ ​ 837,000 ​ ​ 1,056,000 ​ 0.21 ​ Circadence Corporation Application Software Warrant for Series A-6 Preferred Stock, exercise price $1.17/share, expires 12/20/2028 12/20/2018 ​ 1,538,462 ​ ​ 3,630,000 ​ ​ 795,968 ​ 0.16 ​ ​ ​ ​ ​ Warrant for Series A-6 Preferred Stock, exercise price $1.17/share, expires 10/31/2029 ​ 10/31/2019 ​ ​ 384,615 ​ ​ 845,540 ​ ​ 198,992 ​ 0.04 ​ CloudPay, Inc. Human Resource & Employment Services Warrant for Series B Preferred Stock, exercise price $66.53/share, expires 6/30/2030 (3),(13) 6/30/2020 ​ 11,273 ​ ​ 217,500 ​ ​ 578,558 ​ 0.11 ​ ​ ​ ​ ​ Warrant for Series D Preferred Stock, exercise price $171.3182/share, expires 8/17/2031 (3)(13) ​ 8/17/2021 ​ 1,751 ​ ​ 31,035 ​ ​ 31,035 ​ 0.01 ​ Credit Sesame, Inc. Specialized Consumer Services Warrant for Common Stock, exercise price $0.01/share, expires 1/7/2030 1/7/2020 ​ 191,601 ​ ​ 424,800 ​ ​ 1,581,006 ​ 0.31 ​ CrossRoads Extremity Systems, LLC ​ Health Care Technology ​ Warrant for Series C Preferred Stock, exercise price $3.79/share, expires 6/29/2031 ​ 6/29/2021 ​ ​ 69,261 ​ ​ 94,888 ​ ​ 95,044 ​ 0.02 ​ Dejero Labs Inc. System Software Warrant for Common Stock, exercise price $0.01/share, expires 5/31/2029 (3),(11) 5/31/2019 ​ 333,621 ​ ​ 192,499 ​ ​ 545,696 0.11 ​ Dtex Systems, Inc. Application Software Warrant for Series C-Prime Preferred Stock, exercise price $0.6000/share, expires 6/1/2025 6/1/2018 ​ 500,000 ​ ​ 59,000 ​ ​ 328,071 0.07 ​ ​ ​ ​ ​ Warrant for Series C-Prime Preferred Stock, exercise price $0.6000/share, expires 7/11/2026 7/11/2019 ​ 833,333 ​ 114,719 ​ 546,784 0.11 ​ ​ See notes to financial statements. ​ ​ 8 Table of Contents RUNWAY GROWTH FINANCE CORP. ​ Schedule of Investments (Unaudited) — (continued) September 30, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ % of ​ ​ ​ ​ ​ ​ ​ Acquisition ​ Principal/ ​ ​ ​ ​ ​ ​ ​ Net ​ Portfolio Companies Sub-Industry Investment Description (1),(5),(10) Date Shares Cost Fair Value (2),(6) Assets ​ Non-control/non-affiliate investments (continued) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Warrants (7) (continued) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Echo 360 Holdings, Inc. ​ Education Services ​ Warrant for Series E Preferred Stock, exercise price $1.5963/share, expires 5/3/2029 5/3/2019 ​ 1,066,767 ​ $ 299,762 ​ $ 629,630 0.12 % ​ ​ ​ ​ Warrant for Series E Preferred Stock, exercise price $1.5963/share, expires 6/21/2031 6/21/2021 ​ 125,502 ​ 74,046 ​ 74,074 0.01 ​ Fidelis Cybersecurity, Inc. ​ Internet Software and Services ​ Warrant for Common Stock, exercise price $337.50/share, expires 5/13/2031 (17) 5/13/2021 ​ — ​ — ​ — — ​ FiscalNote, Inc. ​ Application Software ​ Warrant for Common Stock, exercise price $0.01/share, expires 10/19/2030 10/19/2020 ​ 194,673 ​ 438,014 ​ 2,339,993 0.46 ​ Gynesonics, Inc. ​ Health Care Technology ​ Success fee, expires 12/1/2027 (14) 12/1/2020 ​ — ​ 498,900 ​ 609,476 0.12 ​ INRIX, Inc. ​ Internet Software and Services ​ Warrant for Common Stock, exercise price $9.29/share, expires 7/26/2029 7/26/2019 ​ 150,804 ​ 522,083 ​ 1,040,093 0.21 ​ Longtail Ad Solutions, Inc. (dba JW Player) ​ Internet Software and Services ​ Warrant for Common Stock, exercise price $1.49/share, expires 12/12/2029 12/12/2019 ​ 387,596 ​ 46,552 ​ 437,985 0.09 ​ Massdrop, Inc. ​ Computer & Electronics Retail ​ Warrant for Series B Preferred Stock, exercise price $1.1938/share, expires 7/22/2029 7/22/2019 ​ 848,093 ​ 183,188 ​ 193,237 0.04 ​ Mingle Healthcare Solutions, Inc. ​ Health Care Technology ​ Warrant for Series AA Preferred Stock, exercise price $0.24/share, expires 8/15/2028 8/15/2018 ​ 1,625,000 ​ 492,375 ​ — — ​ 3DNA Corp. (dba NationBuilder) Application Software Warrant for Series C-1 Preferred Stock, exercise price $1.4643/share, expires 12/28/2028 12/28/2018 ​ 273,164 ​ 104,138 ​ 2,732 0.00 ​ Porch Group, Inc. Application Software Earnout, expires 12/23/2023 (16) 12/23/2020 ​ - ​ — ​ — — ​ RealWear, Inc. ​ Technology Hardware, Storage & Peripherals ​ Warrant for Series A Preferred Stock, exercise price $4.4464/share, expires 10/5/2028 10/5/2018 ​ 112,451 ​ 135,841 ​ — — ​ ​ ​ ​ ​ Warrant for Series A Preferred Stock, exercise price $4.4464/share, expires 12/28/2028 ​ 12/28/2018 ​ ​ 22,491 ​ ​ 25,248 ​ ​ — ​ — ​ ​ ​ ​ ​ Warrant for Series A Preferred Stock, exercise price $6.78/share, expires 6/27/2029 6/27/2019 ​ 123,894 ​ 380,850 ​ — — ​ Route 92 Medical, Inc. Health Care Technology Success fee, expires 8/17/2031 (14) 8/17/2021 ​ — ​ 248,118 ​ 248,118 0.05 ​ Scale Computing, Inc. System Software Warrant for Series F-1 Preferred Stock, exercise price $0.80/share, expires 3/29/2029 3/29/2019 ​ 9,665,667 ​ ​ 345,816 ​ ​ — — ​ SetPoint Medical Corporation ​ Health Care Technology ​ Warrant for Series B' Preferred Stock, exercise price $1.00/share, expires 6/29/2031 ​ 6/29/2021 ​ ​ 400,000 ​ ​ 14,060 ​ ​ 20,051 ​ 0.00 ​ ShareThis, Inc. Data Processing & Outsourced Services Warrant for Series D-3 Preferred Stock, exercise price $2.4320/share, expires 12/3/2028 12/3/2018 ​ 647,615 ​ ​ 2,162,000 ​ ​ 2,162,000 0.43 ​ Snagajob.com, Inc. Human Resource & Employment Services Warrant for Series B-1 Preferred Stock, exercise price $1.30/share, expires 9/29/31 9/29/2021 ​ 763,269 ​ ​ 342,716 ​ ​ 342,716 0.07 ​ See notes to financial statements. 9 Table of Contents RUNWAY GROWTH FINANCE CORP. ​ Schedule of Investments (Unaudited) — (continued) September 30, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ % of ​ ​ ​ ​ ​ ​ ​ Acquisition ​ Principal/ ​ ​ ​ ​ ​ ​ ​ Net ​ Portfolio Companies Sub-Industry Investment Description (1),(5),(10) Date Shares Cost Fair Value (2),(6) Assets ​ Non-control/non-affiliate investments (continued) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Warrants (7) (continued) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ STN Video Inc. Advertising Warrant for Class B Non-Voting Stock, exercise price $0.67/share, expires 6/30/2027 (3),(11) 6/30/2017 ​ 191,500 ​ $ 246,461 ​ $ 10,000 0.00 % The Kairn Corporation ​ Application Software ​ Warrant for Common Stock, exercise price $0.01/share, expires 3/9/2030 ​ 3/9/2020 ​ ​ 81,177 ​ ​ — ​ ​ 457,635 ​ 0.09 ​ VERO Biotech LLC ​ Health Care Technology ​ Success fee, expires 12/29/2025 (14) ​ 12/29/2020 ​ ​ — ​ ​ 376,500 ​ ​ 461,100 ​ 0.09 ​ Total Warrants ​ ​ ​ ​ ​ 17,528,565 ​ 20,750,056 4.12 ​ Total non-control/non-affiliate investments ​ ​ ​ ​ ​ 549,308,847 ​ 562,496,579 111.56 ​ U.S. Treasury ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. Treasury Bill, 0.033%, due 10/12/2021 (9) 9/30/2021 ​ 60,000,000 ​ 60,000,558 ​ 60,000,660 11.90 ​ Total Investments ​ ​ ​ ​ ​ ​ $ 644,288,251 ​ $ 646,353,037 128.19 % (1) Disclosures of interest rates on notes include cash interest rates and payment-in-kind (“PIK”) interest rates, as applicable. Unless otherwise indicated, all of the Company’s variable rate debt investments bear interest at a rate that is determined by reference to the 3-Month London Interbank Offered Rate (“LIBOR”) or the U.S. Prime Rate. At September 30, 2021, the 3-Month LIBOR was 0.13% and the U.S. Prime Rate was 3.25%. (2) The Company’s investments are generally acquired in private transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) and, therefore, except as otherwise noted, are subject to limitation on resale, may be deemed to be “restricted securities” under the Securities Act, and were valued at fair value as determined in good faith by the Company’s Board of Directors. (3) Investment is not a qualifying asset as defined under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). Non-qualifying assets at fair value represent 21.61% of total assets as of September 30, 2021. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets. If at any time qualifying assets do not represent at least 70% of the Company’s total assets, the Company will be precluded from acquiring any additional non-qualifying assets until such time as it complies with the requirements of Section 55(a) of the 1940 Act. (4) Represents a PIK security. PIK interest is accrued and will be paid at maturity. (5) Disclosures of end-of-term-payments (“ETP”) are one-time payments stated as a percentage of original principal amount. (6) Investments are held at Fair Value net of the Fair Value of Unfunded Commitments. See Note 3 for additional detail. (7) Investments are non-income producing. (8) The Credit Agreement (as defined in Note 10) is secured by a perfected first priority security interest in each of the Company’s senior secured term loan investments, except for the Marley Spoon AG, Mojix, Inc., Pivot3 Holdings, Inc., and The Kairn Corporation senior secured term loans. (9) Treasury bill with $60,000,000 par value was purchased pursuant to a 0.25% reverse repurchase agreement with Goldman Sachs dated September 30, 2021, due October 7, 2021, with a repurchase price of $59,699,461 collateralized by a 0.033% U.S. Treasury Bill due October 10, 2021 with a par value of $60,000,000 and fair value of $60,000,660. (10) All investments are domiciled in the United States, unless otherwise noted. (11) Investment is domiciled in Canada. (12) Investment is domiciled in Germany. (13) Investment is domiciled in the United Kingdom. (14) Investment is either a cash success fee payable or earnout of shares based on the consummation of certain trigger events. (15) Control investment, as defined under the 1940 Act, in which the Company owns at least 25% of the investment’s voting securities or has greater than 50% representation on its board. (16) Investment is publicly traded and listed on NASDAQ. (17) The warrant count is based upon a percentage of ownership of Fidelis Cybersecurity, Inc. (18) As a result of Brilliant Earth Group Inc.'s (the Public Company) IPO through an Up-C structure, the Company received a share of Class B common stock in Brilliant Earth Group, Inc. for every Class P unit it held in Brilliant Earth, LLC. On a one-to-one basis, both the Class B common stock and Class P unit can be surrendered for Class A common stock in the Public Company. (19) Investment is not a “restricted security” under the Securities Act. See notes to financial statements. 10 Table of Contents RUNWAY GROWTH FINANCE CORP. ​ Schedule of Investments (Unaudited) — (continued) September 30, 2021 The following table shows the fair value of the portfolio company investments in which we are deemed to exercise a controlling influence over the management or policies of the portfolio company, as defined in the 1940 Act, due to beneficially owning, either directly or through one or more controlled companies, more than 25% of the outstanding voting securities of the portfolio company as of September 30, 2021, along with the transactions during the nine months ended September 30, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the nine months ended September 30, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Change in ​ ​ ​ ​ ​ ​ ​ Fair Value ​ ​ ​ ​ ​ ​ ​ Net Realized ​ Unrealized ​ Fair Value ​ ​ ​ ​ as of ​ Gross ​ Gross ​ Gains ​ Appreciation ​ as of Portfolio Company (4) Investment Description December 31, 2020 Additions (1) Reductions (2) (Losses) (Depreciation) September 30, 2021 (3) Senior Secured Term Loans ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Mojix, Inc. ​ Tranche I: LIBOR+12.00% PIK, 12.00% floor, 5% ETP, due 10/15/2021 ​ $ 4,913,150 ​ $ — ​ $ — ​ $ — ​ $ 2,426,272 ​ $ 7,339,422 ​ ​ Tranche II: LIBOR+12.00% PIK, 12.00% floor, 5% ETP, due 10/15/2021 ​ ​ 1,637,717 ​ ​ — ​ ​ — ​ ​ — ​ ​ 808,758 ​ ​ 2,446,475 ​ ​ Tranche III: LIBOR+12.00% PIK, 12.00% floor, 5% ETP, due 10/15/2021 ​ ​ 409,016 ​ ​ — ​ ​ — ​ ​ — ​ ​ 201,985 ​ ​ 611,001 ​ ​ Tranche IV: LIBOR+12.00% PIK, 12.00% floor, 5% ETP, due 10/15/2021 ​ ​ 408,445 ​ ​ — ​ ​ — ​ ​ — ​ ​ 201,703 ​ ​ 610,148 ​ ​ Tranche V: LIBOR+12.00% PIK, 12.00% floor, 5% ETP, due 10/15/2021 ​ ​ 813,382 ​ ​ — ​ ​ — ​ ​ — ​ ​ 401,674 ​ ​ 1,215,056 ​ ​ Tranche VI: LIBOR+12.00% PIK, 12.00% floor, 5% ETP, due 10/31/2021 ​ ​ 779,370 ​ ​ — ​ ​ (105,000) ​ ​ — ​ ​ 388,537 ​ ​ 1,062,907 ​ ​ Tranche VII: LIBOR+12.00% PIK, 12.00% floor, 5% ETP, due 4/30/2021 ​ ​ — ​ ​ 500,000 ​ ​ (500,000) ​ ​ — ​ ​ — ​ ​ — Pivot3 Holdings, Inc. ​ Tranche I: LIBOR+8.50% PIK, 11.00% floor, 4.00% ETP, due 11/15/2022 ​ ​ — ​ ​ 11,898,196 ​ ​ (3,877,249) ​ ​ — ​ ​ 1,841,847 ​ ​ 9,862,794 ​ ​ Tranche II: LIBOR+8.50% PIK, 11.00% floor, due 11/15/2022 ​ ​ — ​ ​ 569,181 ​ ​ (1,080,984) ​ ​ — ​ ​ 511,803 ​ ​ — ​ ​ Tranche III: LIBOR+8.50% PIK, 11.00% floor, 4.00% ETP, due 11/15/2022 ​ ​ — ​ ​ 1,330,538 ​ ​ (2,531,040) ​ ​ — ​ ​ 1,200,502 ​ ​ — Total Senior Secured Term Loans ​ ​ ​ ​ 8,961,080 ​ ​ 14,297,915 ​ ​ (8,094,273) ​ ​ — ​ ​ 7,983,081 ​ ​ 23,147,803 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Preferred Stocks ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Mojix, Inc. ​ Series A-1 Preferred Stock ​ ​ 884,774 ​ ​ — ​ ​ — ​ ​ — ​ ​ (176,779) ​ ​ 707,995 Pivot3 Holdings, Inc. ​ Series 1 Preferred Stock ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Total Preferred Stocks ​ ​ ​ ​ 884,774 ​ ​ — ​ ​ — ​ ​ — ​ ​ (176,779) ​ ​ 707,995 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Warrants ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Mojix, Inc. ​ Warrant for Common Stock, exercise price $1.286/share, expires 12/13/2030 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ Warrant for Common Stock, exercise price $2.1286/share, expires 12/13/2030 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ Warrant for Common Stock, exercise price $5.57338/share, expires 12/13/2030 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Total Warrants ​ ​ ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Total Control/affiliate investments ​ ​ ​ $ 9,845,854 ​ $ 14,297,915 ​ $ (8,094,273) ​ $ — ​ $ 7,806,302 ​ $ 23,855,798 ​ (1) Gross additions includes increases in the basis of investments resulting from new portfolio investments, PIK interest, accretion of original issue discount (“OID”), the exchange of one or more existing investments for one or more new investments and the movement of an existing portfolio company into this category from a different category. (2) Gross reductions include decreases in the basis of investments resulting from principal collections related to investment repayments or sales, the exchange of one or more existing investments for one or more new investments and the movement of an existing portfolio company out of this category into a different category. (3) All investments in the portfolio companies, which as of September 30, 2021 represented 4.73% of the Company’s net assets, are restricted as to resale and were valued at fair value as determined in good faith by the Company’s Board of Directors. (4) The Company earned no investment income from control investments, except for $117,340 from Pivot3 Holdings, Inc. See notes to financial statements. 11 Table of Contents RUNWAY GROWTH FINANCE CORP. ​ Schedule of Investments (Unaudited) — (continued) September 30, 2021 ​ The following tables show the fair value of our portfolio of investments (excluding any U.S. Treasury Bills held) by geographic region and industry as of September 30, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2021 ​ Investments at Percentage of Geographic Region ​ Fair Value ​ Net Assets Western United States ​ $ 266,032,231 ​ 52.76 % Northeastern United States ​ ​ 187,289,100 ​ 37.15 ​ Southeastern United States ​ 47,397,036 ​ 9.40 ​ United Kingdom ​ ​ 35,408,961 ​ 7.02 ​ Northwestern United States ​ 31,101,576 ​ 6.17 ​ Germany ​ ​ 17,186,271 ​ 3.41 ​ South Central United States ​ 1,381,506 ​ 0.27 ​ Canada ​ 555,696 ​ 0.11 ​ Total ​ $ 586,352,377 ​ 116.29 % ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2021 ​ ​ Investments at ​ Percentage of Industry Fair Value Net Assets Healthcare Technology ​ $ 142,470,211 28.26 % Application Software ​ ​ 106,772,293 21.18 ​ Internet Retail ​ 88,635,705 17.58 ​ Human Resource & Employment Services ​ 72,505,426 14.38 ​ Internet Software & Services ​ ​ 65,358,162 12.96 ​ Specialized Consumer Services ​ 43,811,379 8.69 ​ Data Processing & Outsourced Services ​ 33,992,956 6.74 ​ Education Services ​ 20,841,022 4.13 ​ Technology Hardware, Storage & Peripherals ​ 11,216,290 2.22 ​ System Software ​ 545,696 0.11 ​ Computer & Electronics Retail ​ 193,237 ​ 0.04 ​ Advertising ​ 10,000 ​ 0.00 ​ Total ​ $ 586,352,377 116.29 % See notes to financial statements. ​ ​ 12 Table of Contents RUNWAY GROWTH FINANCE CORP.  Schedule of Investments December 31, 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ % of ​ ​ ​ ​ ​ ​ ​ Acquisition ​ Principal/ ​ ​ ​ ​ ​ ​ ​ Net ​ Portfolio Companies Sub-Industry Investment Description (1),(5),(10) Date Shares Cost Fair Value (2),(8) Assets ​ Control/affiliate investments (14) ​ ​ ​ ​ Senior Secured Term Loans (13) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Mojix, Inc. ​ Application Software ​ Tranche I: LIBOR+12.00% PIK, 12.00% floor, 5% ETP, due 5/15/2021 (4) ​ 5/16/2017 ​ $ 6,519,240 ​ $ 6,502,036 ​ $ 4,913,150 ​ 1.05 % ​ ​ ​ ​ Tranche II: LIBOR+12.00% PIK, 12.00% floor, 5% ETP, due 5/15/2021 (4) ​ 8/3/2017 ​ ​ 2,173,080 ​ ​ 2,170,069 ​ ​ 1,637,717 ​ 0.35 ​ ​ ​ ​ ​ Tranche III: LIBOR+12.00% PIK, 12.00% floor, 5% ETP, due 5/15/2021 (4) ​ 7/6/2018 ​ ​ 542,721 ​ ​ 543,783 ​ ​ 409,016 ​ 0.09 ​ ​ ​ ​ ​ Tranche IV: LIBOR+12.00% PIK, 12.00% floor, 5% ETP, due 5/15/2021 (4) ​ 9/5/2018 ​ ​ 541,964 ​ ​ 542,215 ​ ​ 408,445 ​ 0.09 ​ ​ ​ ​ ​ Tranche V: LIBOR+12.00% PIK, 12.00% floor, 5% ETP, due 5/15/2021 (4) ​ 1/28/2019 ​ ​ 1,079,293 ​ ​ 1,073,081 ​ ​ 813,382 ​ 0.17 ​ ​ ​ ​ ​ Tranche VI: LIBOR+12.00% PIK, 12.00% floor, 5% ETP, due 4/30/2021 (4) ​ 12/18/2019 ​ ​ 1,034,143 ​ ​ 1,034,143 ​ ​ 779,370 ​ 0.17 ​ Total Senior Secured Term Loans ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 11,865,327 ​ ​ 8,961,080 ​ 1.92 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Preferred Stocks ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Mojix, Inc. ​ Application Software ​ Series A-1 Preferred Stock (7) ​ 12/14/2020 ​ ​ 67,114,092 ​ ​ 800,000 ​ ​ 884,774 ​ 0.19 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Warrants (8) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Mojix, Inc. ​ Application Software ​ Warrant for Common Stock, exercise price $1.286/share, expires 12/13/2030 ​ 12/14/2020 ​ ​ 2,349 ​ ​ 119,320 ​ ​ — ​ — ​ ​ ​ ​ ​ Warrant for Common Stock, exercise price $2.1286/share, expires 12/13/2030 ​ 12/14/2020 ​ ​ 5,873 ​ ​ 298,325 ​ ​ — ​ — ​ ​ ​ ​ ​ Warrant for Common Stock, exercise price $5.57338/share, expires 12/13/2030 ​ 12/14/2020 ​ ​ 394,733 ​ ​ 828,522 ​ ​ — ​ — ​ Total Warrants ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,246,167 ​ ​ — ​ — ​ Total Control/affiliate investments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 13,911,494 ​ ​ 9,845,854 ​ 2.11 ​ Non-control/non-affiliate investments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Corporate Bond ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ TriplePoint Venture Growth BDC Corp. ​ Specialty Finance ​ Bonds, 5.75% Interest rate, due 7/15/2022 (3) ​ 3/23/2020 ​ ​ 13,227 ​ ​ 253,095 ​ ​ 333,453 ​ 0.07 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Senior Secured Term Loans (13) ​ ​ ​ ​ Aria Systems, Inc. Application Software Tranche I: LIBOR+9.00%, 11.35% floor, 4.50% ETP, due 12/15/2021 6/29/2018 ​ ​ 25,000,000 ​ ​ 25,573,394 ​ ​ 26,487,949 5.68 ​ ​ ​ ​ ​ Tranche II: LIBOR+9.00%, 11.35% floor, 4.50% ETP, due 12/15/2021 ​ 3/31/2020 ​ ​ 2,500,000 ​ ​ 2,546,484 ​ ​ 2,648,795 ​ 0.57 ​ ​ See notes to financial statements. 13 Table of Contents RUNWAY GROWTH FINANCE CORP.  Schedule of Investments — (continued) December 31, 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ % of ​ ​ ​ ​ ​ ​ Acquisition ​ Principal/ ​ ​ ​ ​ ​ ​ ​ Net ​ Portfolio Companies Sub-Industry Investment Description (1),(5),(10) Date Shares Cost Fair Value (2),(8) Assets ​ Non-control/non-affiliate investments (continued) ​ ​ ​ ​ Senior Secured Term Loans (13) (continued) ​ ​ ​ ​ Brilliant Earth, LLC Internet Retail Tranche I: LIBOR+8.25%, 9.25% floor, 4.50% ETP, due 10/15/2023 9/30/2019 ​ $ 35,000,000 ​ $ 34,722,601 ​ $ 34,722,601 ​ 7.45 % ​ ​ ​ ​ Tranche II: LIBOR+8.25%, 9.25% floor, 0.75% ETP, due 10/15/2023 12/17/2020 ​ 30,000,000 ​ 29,733,181 ​ 29,758,229 ​ 6.38 ​ Circadence Corporation Application Software LIBOR+9.50%, 12.00% floor, 7.50% ETP, due 12/15/2022 12/20/2018 ​ 17,400,000 ​ 16,348,200 ​ 15,598,546 3.35 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ CloudPassage, Inc. Data Processing & Outsourced Services LIBOR+7.50%, 1.00% PIK, 10.00% floor, 2.75% ETP, due 6/13/2023 (4) 6/13/2019 ​ ​ 7,615,625 ​ ​ 7,540,959 ​ ​ 7,447,536 1.60 ​ CloudPay Solutions Ltd. Human Resource & Employment Services LIBOR+9.50%, 1.25% PIK, 11.25% floor, 3.00% ETP, due 12/15/2023 (3),(4),(11) 6/30/2020 ​ 25,146,185 ​ 24,772,553 ​ 24,772,553 5.31 ​ Credit Sesame, Inc. Specialized Consumer Services Tranche I: LIBOR+8.35%, 10.25% floor, 2.50% ETP, due 12/15/2023 1/7/2020 ​ 35,000,000 ​ 34,693,762 ​ 34,531,361 7.41 ​ ​ ​ Tranche II: LIBOR+8.35% , 2.00% PIK on overadvance, 10.25% floor, due 5/15/2023 (4) 1/7/2020 ​ 9,489,736 ​ 9,489,736 ​ 9,362,671 2.01 ​ Dtex Systems, Inc. Application Software LIBOR+9.15%, 11.50% floor, 5.13% ETP, due 11/15/2021 6/1/2018 ​ 5,872,257 ​ 6,177,307 ​ 6,180,487 1.33 ​ Echo 360 Holdings, Inc. Education Services Tranche I: LIBOR+9.25%, 12.05% floor, 4.00% ETP, due 5/3/2023 5/3/2019 ​ 14,000,000 ​ 14,078,320 ​ 14,324,161 3.07 ​ ​ ​ ​ Tranche II: LIBOR+9.25%, 12.05% floor, 4.00% ETP, due 5/3/2023 5/3/2019 ​ 3,000,000 ​ 3,029,295 ​ 3,069,463 0.66 ​ FiscalNote, Inc. ​ Application Software ​ LIBOR+9.25%, 9.75% floor, 5.00% ETP, due 8/21/2023 10/19/2020 ​ 45,000,000 ​ 44,330,193 ​ 44,330,193 9.51 ​ Gynesonics, Inc. ​ Health Care Technology ​ LIBOR+8.75%, 9.25% floor, 3.50% ETP, due 12/1/2025 12/1/2020 ​ 30,000,000 ​ 29,156,536 ​ 29,156,536 6.25 ​ INRIX, Inc. ​ Internet Software and Services Tranche I: LIBOR+8.00%, 10.50% floor, 2.50% ETP, due 7/15/2023 7/26/2019 ​ 20,000,000 ​ 19,899,836 ​ 19,817,189 4.25 ​ ​ ​ Tranche II: LIBOR+8.00%, 10.50% floor, 2.50% ETP, due 7/15/2023 7/26/2019 ​ 10,000,000 ​ 9,825,946 ​ 9,908,594 2.13 ​ Longtail Ad Solutions, Inc. (dba JW Player) ​ Internet Software and Services LIBOR+8.75%, 10.75% floor, 3.00% ETP, due 6/15/2023 12/12/2019 ​ 30,000,000 ​ 30,054,163 ​ 30,270,499 6.49 ​ Massdrop, Inc. ​ Computer & Electronics Retail LIBOR+8.25%, 10.65% floor, 4.00% ETP, due 1/15/2023 7/22/2019 ​ 18,474,451 ​ 18,597,407 ​ 18,405,948 3.95 ​ Mingle Healthcare Solutions, Inc. ​ Health Care Technology LIBOR+9.50%, 11.75% floor, 10.00% ETP, due 8/15/2022 8/15/2018 ​ 4,416,667 ​ 4,683,180 ​ 4,646,930 1.00 ​ ​ See notes to financial statements. ​ 14 Table of Contents RUNWAY GROWTH FINANCE CORP.  Schedule of Investments — (continued) December 31, 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ % of ​ ​ ​ ​ ​ ​ Acquisition ​ Principal/ ​ ​ ​ ​ ​ ​ ​ Net ​ Portfolio Companies Sub-Industry Investment Description (1),(5),(10) Date Shares Cost Fair Value (2),(8) Assets ​ Non-control/non-affiliate investments (continued) ​ ​ ​ ​ Senior Secured Term Loans (13) (continued) ​ ​ ​ ​ 3DNA Corp. (dba NationBuilder) ​ Application Software Tranche I: LIBOR+9.00%, 11.50% floor, 5.50% ETP, due 4/15/2023 12/28/2018 ​ $ 7,000,000 ​ $ 7,160,591 ​ $ 7,079,561 1.52 % ​ ​ Tranche II: LIBOR+9.00%, 11.50% floor, 5.50% ETP, due 4/15/2023 6/12/2019 ​ 500,000 ​ 512,117 ​ 505,683 0.11 ​ Ouster, Inc. ​ Technology Hardware, Storage & Peripherals LIBOR+8.50%, 10.75% floor, 5% ETP, due 11/15/2021 11/27/2018 ​ 7,000,000 ​ 7,134,750 ​ 7,234,515 1.55 ​ Pivot3, Inc. ​ Data Processing & Outsourced Services Tranche I: LIBOR+8.50% PIK, 11.00% floor, 4.00% ETP, due 11/15/2022 (4) 5/13/2019 ​ ​ 21,345,001 ​ ​ 21,609,825 ​ ​ 19,864,282 4.26 ​ ​ ​ ​ ​ Tranche II: LIBOR+8.50% PIK, 11.00% floor, due 11/15/2022 (4) 10/2/2020 ​ 1,022,772 ​ 1,022,772 ​ 951,822 0.20 ​ ​ ​ ​ ​ Tranche III: LIBOR+8.50% PIK, 11.00% floor, due 11/15/2022 (4) 10/2/2020 ​ 1,000,000 ​ 1,000,000 ​ 930,629 0.20 ​ Porch Group, Inc. ​ Application Software LIBOR+8.50%, 2.00% PIK, 9.05% floor, 3.50% ETP, due 7/22/2024 (4) 7/22/2020 ​ 40,327,734 ​ 40,206,479 ​ 40,206,479 8.62 ​ ShareThis, Inc. ​ Data Processing & Outsourced Services ​ Tranche I: LIBOR+9.25%, 11.60% floor, 3.00% ETP, due 12/31/2022 12/3/2018 ​ ​ 19,250,000 ​ ​ 18,850,776 ​ ​ 18,850,776 4.04 ​ ​ ​ ​ Tranche II: LIBOR+9.25%, 11.60% floor, 3.00% ETP, due 12/31/2022 1/7/2019 ​ 750,000 ​ 730,458 ​ 730,457 0.16 ​ ​ ​ Tranche III: LIBOR+9.25%, 11.60% floor, 3.00% ETP, due 12/31/2022 7/24/2019 ​ 1,000,000 ​ 965,131 ​ 965,131 0.21 ​ ​ ​ ​ ​ Tranche IV: LIBOR+8.25%, 10.60% floor, 3.00% ETP, due 12/31/2022 8/18/2020 ​ 1,000,000 ​ 997,975 ​ 997,975 0.21 ​ The Kairn Corporation ​ Application Software ​ Tranche I: LIBOR+9.50% PIK, 10.81% floor, due 12/15/2022 (4) 3/24/2020 ​ 788,143 ​ 788,143 ​ 788,143 0.17 ​ ​ ​ ​ ​ Tranche II: Fixed 6.50% PIK, due 3/9/2027 (4) 3/9/2020 ​ 4,187,932 ​ 4,187,932 ​ 4,187,933 0.90 ​ VERO Biotech LLC ​ Health Care Technology ​ LIBOR+9.05%, 9.55% floor, 3.00% ETP, due 12/1/2024 12/29/2020 ​ 25,000,000 ​ 24,269,950 ​ 24,269,950 5.21 ​ Total Senior Secured Term Loans ​ ​ ​ ​ ​ 494,689,952 ​ 493,003,577 105.74 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Preferred Stocks ​ ​ ​ ​ ​ Aria Systems, Inc. Application Software Series G Preferred Stock (7) 7/10/2018 ​ 289,419 ​ 250,000 ​ ​ 451,494 ​ 0.10 ​ MTBC, Inc. Health Care Technology 11% Series A Cumulative Redeemable Perpetual Preferred Stock (15),(16) 1/8/2020 ​ 760,000 ​ 18,687,450 ​ ​ 14,659,600 ​ 3.14 ​ Total Preferred Stocks ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 18,937,450 ​ ​ 15,111,094 ​ 3.24 ​ ​ See notes to financial statements. ​ 15 Table of Contents RUNWAY GROWTH FINANCE CORP.  Schedule of Investments — (continued) December 31, 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ % of ​ ​ ​ ​ ​ ​ Acquisition ​ Principal/ ​ ​ ​ ​ ​ ​ ​ Net ​ Portfolio Companies Sub-Industry Investment Description (1),(5),(10) Date Shares Cost Fair Value (2),(8) Assets ​ Non-control/non-affiliate investments (continued) ​ ​ ​ ​ Common Stocks (7) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Porch Group, Inc. ​ Application Software ​ Common Stock (15) ​ 12/23/2020 ​ ​ 38,079 ​ $ 118,100 ​ $ 521,940 ​ 0.11 % zSpace, Inc. ​ Technology Hardware, Storage & Peripherals ​ Common Stock ​ 12/31/2020 ​ ​ 6,811,430 ​ ​ 1,119,096 ​ ​ — ​ — ​ Total Common Stocks ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,237,196 ​ ​ 521,940 ​ 0.11 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Warrants (7) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ AllClear ID, Inc. Specialized Consumer Services Warrant for Common Stock, exercise price $0.01/share, expires 9/1/2027 9/1/2017 ​ 870,514 ​ ​ 1,749,733 ​ ​ 980,199 ​ 0.21 ​ Aria Systems, Inc. Application Software Warrant for Series G Preferred Stock, exercise price $0.8638/share, expires 6/29/2028 6/29/2018 ​ 2,170,641 ​ ​ 770,578 ​ ​ 2,772,147 ​ 0.59 ​ Aspen Group Inc. Education Services Warrant for Common Stock, exercise price $6.87/share, expires 7/25/2022 7/25/2017 ​ 224,174 ​ ​ 583,301 ​ ​ 1,217,000 ​ 0.26 ​ Brilliant Earth, LLC Internet Retail Warrant for Class P Units, exercise price $5.25/share, expires 9/30/2029 9/30/2019 ​ 333,333 ​ ​ 973,000 ​ ​ 1,380,000 ​ 0.30 ​ ​ ​ ​ ​ Warrant for Class P Units, exercise price $10.00/share, expires 12/17/2030 12/17/2020 ​ 25,000 ​ ​ 25,500 ​ ​ 25,500 ​ 0.01 ​ Circadence Corporation Application Software Warrant for Series A-6 Preferred Stock, exercise price $1.17/share, expires 12/20/2028 12/20/2018 ​ 1,538,462 ​ ​ 3,630,000 ​ ​ 3,083,703 0.66 ​ ​ ​ ​ Warrant for Series A-6 Preferred Stock, exercise price $1.17/share, expires 10/31/2029 10/31/2019 ​ 384,615 ​ 845,540 ​ 770,926 0.17 ​ CloudPassage, Inc. Data Processing & Outsourced Services Warrant for Series D-1 Preferred Stock, exercise price $1.60/share, expires 6/13/2029 6/13/2019 ​ 210,938 ​ 273,798 ​ 116,135 0.02 ​ CloudPay Solutions Ltd. Human Resource & Employment Services Warrant for Series B Preferred Stock, exercise price $66.53/share, expires 6/30/2030 (3),(11) 6/30/2020 ​ 11,273 ​ 217,500 ​ 298,697 0.06 ​ Credit Sesame, Inc. Specialized Consumer Services Warrant for Common Stock, exercise price $0.01/share, expires 1/7/2030 1/7/2020 ​ 191,601 ​ 424,800 ​ 596,167 0.13 ​ Dejero Labs Inc. System Software Warrant for Common Stock, exercise price $0.01/share, expires 5/31/2029 (3),(6) 5/31/2019 ​ 333,621 ​ 192,499 ​ 264,160 0.06 ​ Dtex Systems, Inc. Application Software Warrant for Series C-Prime Preferred Stock, exercise price $0.6000/share, expires 6/1/2025 6/1/2018 ​ 500,000 ​ 59,000 ​ 297,136 0.06 ​ ​ ​ ​ Warrant for Series C-Prime Preferred Stock, exercise price $0.6000/share, expires 7/11/2026 7/11/2019 ​ 833,333 ​ 114,719 ​ 495,226 0.11 ​ Echo 360 Holdings, Inc. Education Services Warrant for Series E Preferred Stock, exercise price $1.5963/share, expires 5/3/2029 5/3/2019 ​ 1,066,767 ​ 299,762 ​ 629,630 0.14 ​ ​ See notes to financial statements. ​ 16 Table of Contents RUNWAY GROWTH FINANCE CORP.  Schedule of Investments — (continued) December 31, 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ % of ​ ​ ​ ​ ​ ​ Acquisition ​ Principal/ ​ ​ ​ ​ ​ ​ ​ Net ​ Portfolio Companies Sub-Industry Investment Description (1),(5),(10) Date Shares Cost Fair Value (2),(8) Assets ​ Non-control/non-affiliate investments (continued) ​ ​ ​ ​ Warrants (7) (continued) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ FiscalNote, Inc. Application Software Warrant for Common Stock, exercise price $0.01/share, expires 10/19/2030 10/19/2020 ​ 194,673 ​ $ 438,014 ​ $ 409,996 0.09 % Gynesonics, Inc. Health Care Technology Success fee, expires 12/1/2027 (12) 12/1/2020 ​ — ​ 498,900 ​ 506,293 0.11 ​ INRIX, Inc. Internet Software and Services Warrant for Common Stock, exercise price $9.29/share, expires 7/26/2029 7/26/2019 ​ 150,804 ​ 522,083 ​ 504,439 0.11 ​ Longtail Ad Solutions, Inc. (dba JW Player) Internet Software and Services Warrant for Common Stock, exercise price $1.49/share, expires 12/12/2029 12/12/2019 ​ 322,997 ​ 38,800 ​ 304,264 0.07 ​ Massdrop, Inc. Computer & Electronics Retail Warrant for Series B Preferred Stock, exercise price $1.1938/share, expires 7/22/2029 7/22/2019 ​ 848,093 ​ 183,188 ​ 276,478 0.06 ​ Mingle Healthcare Solutions, Inc. Health Care Technology Warrant for Series AA Preferred Stock, exercise price $0.24/share, expires 8/15/2028 8/15/2018 ​ 1,625,000 ​ 492,375 ​ — — ​ MTBC, Inc. Health Care Technology Warrant for Common Stock, exercise price $7.50/share, expires 1/8/2022 1/8/2020 ​ 1,000,000 ​ 435,000 ​ 3,195,000 0.69 ​ ​ ​ ​ ​ Warrant for Common Stock, exercise price $10.00/share, expires 1/8/2023 1/8/2020 ​ 1,000,000 ​ 837,000 ​ 2,492,000 0.53 ​ 3DNA Corp. (dba NationBuilder) Application Software Warrant for Series C-1 Preferred Stock, exercise price $1.4643/share, expires 12/28/2028 12/28/2018 ​ 273,164 ​ ​ 104,138 ​ ​ 66,341 0.01 ​ Ouster, Inc. Technology Hardware, Storage & Peripherals Warrant for Series B Preferred Stock, exercise price $0.3323/share, expires 11/27/2028 11/27/2018 ​ 1,805,597 ​ 103,010 ​ 9,901,935 2.12 ​ Pivot3, Inc. Data Processing & Outsourced Services Warrant for Series D Preferred Stock, exercise price $0.59/share, expires 5/13/2029 5/13/2019 ​ 2,033,898 ​ 216,610 ​ — — ​ Porch Group, Inc. Application Software Earnout, expires 12/23/2023 (12) 12/23/2020 ​ — ​ ​ — ​ ​ — — ​ RealWear, Inc. Technology Hardware, Storage & Peripherals Warrant for Series A Preferred Stock, exercise price $4.4464/share, expires 10/5/2028 10/5/2018 ​ 112,451 ​ 135,841 ​ — — ​ ​ ​ ​ ​ Warrant for Series A Preferred Stock, exercise price $4.4464/share, expires 12/28/2028 12/28/2018 ​ 22,491 ​ 25,248 ​ — — ​ ​ ​ ​ ​ Warrant for Series A Preferred Stock, exercise price $6.78/share, expires 6/27/2029 6/27/2019 ​ 123,894 ​ 380,850 ​ — — ​ Scale Computing, Inc. System Software Warrant for Common Stock, exercise price $0.8031/share, expires 3/29/2029 3/29/2019 ​ 9,665,667 ​ 345,816 ​ — — ​ SendtoNews Video, Inc. Advertising Warrant for Class B Non-Voting Stock, exercise price $0.67/share, expires 6/30/2027 (3),(6) 6/30/2017 ​ 191,500 ​ 246,461 ​ 30,000 0.01 ​ ​ See notes to financial statements. ​ 17 Table of Contents RUNWAY GROWTH FINANCE CORP.  Schedule of Investments — (continued) December 31, 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ % of ​ ​ ​ ​ ​ ​ Acquisition ​ Principal/ ​ ​ ​ ​ ​ ​ ​ Net Portfolio Companies Sub-Industry Investment Description (1),(5),(10) Date Shares Cost Fair Value (2),(8) Assets Non-control/non-affiliate investments (continued) ​ ​ ​ ​ Warrants (7) (continued) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ShareThis, Inc. Data Processing & Outsourced Services Warrant for Series D-3 Preferred Stock, exercise price $2.4320/share, expires 12/3/2028 12/3/2018 ​ 647,615 ​ $ 2,162,000 ​ $ 2,162,000 0.46 % The Kairn Corporation ​ Application Software ​ Warrant for Common Stock, exercise price $0.01/share, expires 3/9/2030 ​ 3/9/2020 ​ ​ 81,177 ​ ​ — ​ ​ — ​ — ​ VERO Biotech LLC ​ Health Care Technology ​ Success fee, expires 12/29/2025 (12) ​ 12/29/2020 ​ ​ — ​ ​ 233,300 ​ ​ 233,300 0.05 ​ Total Warrants ​ ​ ​ ​ ​ 17,558,364 ​ 33,008,672 7.09 ​ Total non-control/non-affiliate investments ​ ​ ​ ​ ​ 532,676,057 ​ 541,978,736 116.24 ​ U.S. Treasury ​ U.S. Treasury Bill, 0.40%, due 01/12/2021 (9) 12/30/2020 ​ 70,000,000 ​ 70,001,472 ​ 70,002,060 15.01 ​ Total Investments ​ ​ ​ ​ ​ ​ $ 616,589,023 ​ $ 621,826,650 133.37 % (1) Disclosures of interest rates on notes include cash interest rates and payment-in-kind (“PIK”) interest rates, as applicable. Unless otherwise indicated, all of the Company’s variable rate debt investments bear interest at a rate that is determined by reference to the 3-Month London Interbank Offered Rate (“LIBOR”) or the U.S. Prime Rate. At December 31, 2020, the 3-Month LIBOR was 0.24% and the U.S. Prime Rate was 3.25%. (2) All investments in portfolio companies, which as of December 31, 2020 represented 118.36% of the Company’s net assets, are restricted as to resale and were valued at fair value as determined in good faith by the Company’s Board of Directors. (3) Investment is not a qualifying asset as defined under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). Non-qualifying assets represent 10.68% of total investments at fair value as of December 31, 2020. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets. If at any time qualifying assets do not represent at least 70% of the Company’s total assets, the Company will be precluded from acquiring any additional non-qualifying assets until such time as it complies with the requirements of Section 55(a) of the 1940 Act. (4) Represents a PIK security. PIK interest is accrued and will be paid at maturity. (5) All investments are domiciled in the United States, unless otherwise noted. (6) Investment is domiciled in Canada. (7) Investments are non-income producing. (8) Investments are held at Fair Value net of the Fair Value of Unfunded Commitments. See Note 3 for additional detail. (9) Treasury bills with $70,000,000 in aggregate of par value were purchased pursuant to a 0.40% reverse repurchase agreement with Goldman Sachs dated December 30, 2020 and due to the Company on January 12 2021, with a repurchase price to the Company of $69,650,000, collateralized by a 0.40% U.S. Treasury Bill due January 12 2021 with an aggregate par value of $70,000,000 and fair value of $70,002,060. (10) Disclosures of end-of-term-payments (“ETP”) are one-time payments stated as a percentage of original principal amount. (11) Investment is domiciled in the United Kingdom. (12) Investment is either a cash success fee payable or earnout of shares based on the consummation of certain trigger events. (13) The Credit Agreement (as defined in Note 10) is secured by a perfected first priority security interest in each of the Company’s senior secured term loan investments, except for the Mojix, Inc., Pivot3, Inc., and The Kairn Corporation senior secured term loans. (14) Control investment, as defined under the 1940 Act, in which the Company owns at least 25% of the investment’s voting securities or has greater than 50% representation on its board. (15) Investment is publicly traded and listed on NASDAQ. (16) 260,000 shares of MTBC, Inc. preferred stock with a fair value of $1,429,600 have restrictions on the sale of the shares due to escrow claims, and such fair value is considered a Level 2 fair value measurement under the fair value hierarchy. See notes to financial statements. ​ 18 Table of Contents RUNWAY GROWTH FINANCE CORP.  Schedule of Investments — (continued) December 31, 2020 ​ The following table shows the fair value of the portfolio company investments in which we are deemed to exercise a controlling influence over the management or policies of the portfolio company, as defined in the 1940 Act, due to beneficially owning, either directly or through one or more controlled companies, more than 25% of the outstanding voting securities of the portfolio company as of December 31, 2020, along with the transactions during the year ended December 31, 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Change in ​ ​ ​ ​ ​ ​ ​ Fair Value ​ ​ ​ ​ ​ ​ ​ Net Realized ​ Unrealized ​ Fair Value ​ ​ ​ ​ as of ​ Gross ​ Gross ​ Gains ​ Appreciation ​ as of Portfolio Company (4) Investment Description December 31, 2019 Additions (1) Reductions (2) (Losses) (Depreciation) December 31, 2020 (3) Senior Secured Term Loans ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Mojix, Inc. ​ Tranche I: LIBOR+12.00% PIK, 12.00% floor, 5% ETP, due 7/15/2021 ​ $ — ​ $ 4,860,763 ​ $ — ​ $ — ​ $ 52,387 ​ $ 4,913,150 ​ ​ Tranche II: LIBOR+12.00% PIK, 12.00% floor, 5% ETP, due 7/15/2021 ​ ​ — ​ ​ 1,620,255 ​ ​ — ​ ​ — ​ ​ 17,462 ​ ​ 1,637,717 ​ ​ Tranche III: LIBOR+12.00% PIK, 12.00% floor, 5% ETP, due 7/15/2021 ​ ​ — ​ ​ 404,654 ​ ​ — ​ ​ — ​ ​ 4,362 ​ ​ 409,016 ​ ​ Tranche IV: LIBOR+12.00% PIK, 12.00% floor, 5% ETP, due 7/15/2021 ​ ​ — ​ ​ 404,090 ​ ​ — ​ ​ — ​ ​ 4,355 ​ ​ 408,445 ​ ​ Tranche V: LIBOR+12.00% PIK, 12.00% floor, 5% ETP, due 7/15/2021 ​ ​ — ​ ​ 804,709 ​ ​ — ​ ​ — ​ ​ 8,673 ​ ​ 813,382 ​ ​ Tranche VI: LIBOR+12.00% PIK, 12.00% floor, 5% ETP, due 7/31/2021 ​ ​ — ​ ​ 771,060 ​ ​ — ​ ​ — ​ ​ 8,310 ​ ​ 779,370 Total Senior Secured Term Loans ​ ​ ​ ​ — ​ ​ 8,865,531 ​ ​ — ​ ​ — ​ ​ 95,549 ​ ​ 8,961,080 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Preferred Stocks ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Mojix, Inc. ​ Series A-1 Preferred Stock ​ ​ — ​ ​ 800,000 ​ ​ — ​ ​ — ​ ​ 84,774 ​ ​ 884,774 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Warrants ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Mojix, Inc. ​ Warrant for Common Stock, exercise price $1.286/share, expires 12/13/2030 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ Warrant for Common Stock, exercise price $2.1286/share, expires 12/13/2030 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ Warrant for Common Stock, exercise price $5.57338/share, expires 12/13/2030 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Total Warrants ​ ​ ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Total Control/affiliate investments ​ ​ ​ $ — ​ $ 9,665,531 ​ $ — ​ $ — ​ $ 180,323 ​ $ 9,845,854 (1) Gross additions includes increases in the basis of investments resulting from new portfolio investments, PIK interest, accretion of OID, the exchange of one or more existing investments for one or more new investments and the movement of an existing portfolio company into this category from a different category. (2) Gross reductions include decreases in the basis of investments resulting from principal collections related to investment repayments or sales, the exchange of one or more existing Investments for one or more new investments and the movement of an existing portfolio company out of this category into a different category. (3) All investments in the portfolio company, which as of December 31, 2020 represented 2.11% of the Company’s net assets, are restricted as to resale and were valued at fair value as determined in good faith by the Company’s Board of Directors. (4) The Company earned no investment income from control investments. See notes to financial statements. ​ 19 Table of Contents RUNWAY GROWTH FINANCE CORP.  Schedule of Investments — (continued) December 31, 2020 ​ The following tables show the fair value of our portfolio of investments (excluding any U.S. Treasury Bills held) by geographic region and industry as of December 31, 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2020 ​ ​ Investments at ​ Percentage of ​ Geographic Region ​ Fair Value Net Assets Western United States ​ $ 294,585,551 ​ 63.18 % Northeastern United States ​ ​ 113,684,806 ​ 24.38 ​ Northwestern United States ​ 70,958,641 ​ 15.22 ​ United Kingdom ​ ​ 25,071,250 ​ 5.38 ​ Southeastern United States ​ 24,503,250 ​ 5.26 ​ South Central United States ​ 22,726,932 ​ 4.87 ​ Canada ​ 294,160 ​ 0.06 ​ Total ​ $ 551,824,590 ​ 118.36 % ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2020 ​ ​ Investments at ​ Percentage of ​ Industry ​ Fair Value Net Assets ​ Application Software ​ $ 166,728,532 35.76 % Healthcare Technology ​ 79,159,609 16.98 ​ Internet Retail ​ 65,886,330 14.13 ​ Internet Software & Services ​ ​ 60,804,985 ​ 13.04 ​ Data Processing & Outsourced Services ​ 53,016,743 11.37 ​ Specialized Consumer Services ​ 45,470,398 9.75 ​ Human Resource & Employment Services ​ 25,071,250 5.38 ​ Education Services ​ 19,240,254 4.13 ​ Computer & Electronics Retail ​ 18,682,426 4.01 ​ Technology Hardware, Storage & Peripherals ​ 17,136,450 3.68 ​ Specialty Finance ​ 333,453 0.07 ​ System Software ​ 264,160 0.06 ​ Advertising ​ 30,000 0.01 ​ Total ​ $ 551,824,590 118.36 % ​ See notes to financial statements. ​ ​ 20 Table of Contents ​ RUNWAY GROWTH FINANCE CORP. Notes to Financial Statements Note 1 – Organization Runway Growth Finance Corp. (formerly known as Runway Growth Credit Fund Inc.) (the “Company”), is a Maryland corporation that was formed on August 31, 2015. On August 18, 2021, the Company changed its name to “Runway Growth Finance Corp.” from “Runway Growth Credit Fund Inc.” The Company is an externally managed, non-diversified, closed-end investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, the Company has elected to be treated, has qualified, and intends to continue to qualify annually as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Company was formed primarily to lend to, and selectively invest in, high growth-potential companies in technology, life sciences, healthcare information and services, business services, select consumer services and products in other high-growth industries in the United States. The Company’s investment objective is to maximize its total return to its stockholders primarily through current income on its loan portfolio, and secondarily through capital appreciation on its warrants and other equity positions. The Company’s investment activities are managed by its external investment adviser, Runway Growth Capital LLC (“RGC”). The Company’s administrator, Runway Administrator Services LLC (the “Administrator”), is a wholly owned subsidiary of RGC and provides administrative services necessary for the Company to operate. In October 2015, in connection with the Company’s formation, the Company issued and sold 1,667 shares of common stock to R. David Spreng, the President and Chief Executive Officer of the Company and Chairman of the Company’s Board of Directors, for an aggregate purchase price of $25,000. The sale of shares of common stock was approved by the unanimous consent of the Company’s sole director at the time. Between December 2016 and December 2017, the Company completed its first private offering of shares of common stock to investors (the “Initial Private Offering”) in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and other applicable securities laws. As of September 30, 2021, in connection with the Initial Private Offering, the Company had issued 18,241,157 shares of its common stock for a total purchase price of $275,000,000. As of September 30, 2021, the Company has completed multiple closings under its second private offering (the “Second Private Offering”) and had accepted aggregate capital commitments of $181,673,500. As of September 30, 2021, the Company has issued 9,617,379 shares of its common stock for a total purchase price of $144,260,683 in connection with the Second Private Offering and $37,412,817 of capital commitments remain undrawn. As of September 30, 2021, the Company has issued 22,564 shares as an additional direct investment by Runway Growth Holdings LLC, an affiliate of RGC, at a per-share price of $15.00 for total proceeds of $338,453. As of September 30, 2021, the Company has issued an additional 6,647,847 shares as part of the dividend reinvestment program. Refer to Note 6 for further detail. ​ On October 25, 2021, the Company closed its initial public offering ("IPO"), issuing 6,850,000 shares of its common stock at a public offering price of $14.60 per share. Net of underwriting fees and offering costs, the Company received net cash proceeds of $92.0 million. The Company has granted the underwriters an option to purchase up to an additional 1,027,500 shares of common stock at the public offering price, less the sales load payable by the Company, on or before November 19, 2021. The Company’s common stock began trading on the Nasdaq Global Select Market under the symbol “RWAY” on October 21, 2021. ​ ​ Note 2 – Summary of Significant Accounting Policies Basis of Presentation The accompanying interim unaudited financial statements of the Company are prepared on the accrual basis of accounting in conformity with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) and pursuant to the requirements for reporting on Form 10-Q and Regulation S-X under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company is an investment company following the specialized accounting and reporting guidance specified in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services — Investment Companies. 21 Table of Contents In the opinion of management, all adjustments, all of which were of a normal recurring nature, considered necessary for the fair presentation of financial statements for the interim period have been included. The results of operations for the current interim period are not necessarily indicative of results that ultimately may be achieved for any other interim period or for the year ending December 31, 2021, including the impact of the coronavirus (“COVID-19”) pandemic thereon. The interim unaudited financial statements and notes hereto should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s annual report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 11, 2021. Certain items in the September 30, 2020 financial statements have been reclassified to conform to the September 30, 2021 presentation with no net effect on the net increase in net assets resulting from operations. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents Cash represents deposits held at financial institutions, while cash equivalents are highly liquid investments held at financial institutions with an original maturity of three months or less at the date of acquisition. From time to time, the Company’s cash and cash equivalents exceed federally insured limits, subjecting the Company to risks related to the uninsured balance. Cash and cash equivalents are held at large, established, high credit-quality financial institutions, and management believes that risk of loss associated with any uninsured balance is remote. Subscriptions receivable Subscriptions receivable represents amounts due from investors when capital is called under subscription agreements and not yet received; and dividend amounts to be reinvested into the Company under the Company’s dividend reinvestment plan and not yet paid. As of September 30, 2021, $1,139,528 represented shares to be issued to investors for called capital. There were no subscriptions receivable as of December 31, 2020. As of November 4, 2021, there were no subscriptions receivable outstanding. Deferred Credit Facility Fees The fees and expenses associated with opening the KeyBank loan facilities or Credit Agreement (as defined below) are being deferred and amortized as part of interest expense using the effective interest method over the term of the Credit Agreement and the Credit Facilities in accordance with ASC 470, Debt . Debt issuance costs associated with the Credit Agreement and the Credit Facilities are classified as a direct reduction of the carrying amount of borrowings with the Credit Agreement and the Credit Facilities, unless there are no outstanding borrowings, in which case the debt issuance costs are presented as an asset. Reverse Repurchase Agreement The Company has, and may in the future, enter into reverse repurchase agreements, under the terms of a Master Repurchase Agreement (the “Master Repurchase Agreement”), with selected commercial banks and broker-dealers, under which the Company acquires securities as collateral (debt obligation) subject to an obligation of the counterparty to repurchase and the Company to resell the securities (obligation) at an agreed upon time and price. The Company, through the custodian or a sub-custodian, receives delivery of the underlying securities collateralizing reverse repurchase agreements. The Company requires the custodian to take possession, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian’s vault, all securities held as collateral for reverse repurchase agreements. The Company and the counterparties are permitted to sell, re-pledge, or use the collateral associated with the transaction. It is the Company’s policy that the market value of the collateral be at least equal to 100 percent of the repurchase price in the case of a reverse repurchase agreement of one-day duration and 102 percent of the repurchase price in the case of all other reverse repurchase agreements. Upon an event of default under the terms of the Master Repurchase Agreement, both parties have the right to set-off. If the seller defaults or enters an insolvency proceeding, realization of the collateral by the Company may be delayed, limited or wholly denied. 22 Table of Contents Pursuant to a reverse repurchase agreement with Goldman Sachs, which expired on October 7, 2021, the Company purchased a U.S. Treasury Bill, due October 12, 2021. The fair value of the related collateral that the Company received for this agreement was $60,000,660 at September 30, 2021. Pursuant to a reverse repurchase agreement with Goldman Sachs which expired on January 6, 2021, the Company purchased a U.S. Treasury Bill, due January 12, 2021. The value of the related collateral that the Company received for this agreement was $70,002,060 at December 31, 2020. At September 30, 2021 and December 31, 2020, the repurchase liability was $59,699,461 and $69,650,000, respectively, which is reflected as “Reverse repurchase agreement” on the Statement of Assets and Liabilities. Investment Transactions and Related Investment Income Security transactions, if any, are recorded on a trade-date basis. Realized gains or losses from the repayment or sale of investments are measured using the specific identification method. The amortized cost basis of investments represents the original cost adjusted for the accretion/amortization of discounts and premiums and upfront loan origination fees. The Company reports changes from the prior period in fair value of investments that are measured at fair value as a component of net change in unrealized appreciation (depreciation) on investments on the Statements of Operations. Dividends are recorded on the applicable ex-dividend date. Interest income, if any, adjusted for amortization of market premium and accretion of market discount, is recorded on an accrual basis to the extent that the Company expects to collect such amounts. Original issue discount (“OID”), principally representing the estimated fair value of detachable equity, warrants or contractual success fees obtained in conjunction with the Company’s debt investments, loan origination fees, end of term payments, and market discount or premium are capitalized and accreted or amortized into interest income over the life of the respective security using the effective interest method. Loan origination fees received in connection with the closing of investments are reported as unearned income, which is included as amortized cost of the investment; the unearned income from such fees is accreted into interest income over the contractual life of the loan based on the effective interest method. Upon prepayment of a loan or debt security, any prepayment penalties, unamortized loan origination fees, end-of-term payments, and unamortized market discounts are recorded as interest income. The Company currently holds, and expects to hold in the future, some investments in its portfolio that contain payment-in-kind (“PIK”) interest provisions. PIK interest is computed at the contractual rate specified in each loan agreement and is added to the principal balance of the loan, rather than being paid to the Company in cash, and is recorded as interest income. Thus, the actual collection of PIK interest may be deferred until the time of debt principal repayment. PIK interest, which is a non-cash source of income, is included in the Company’s taxable income and therefore affects the amount of income the Company is required to distribute to stockholders to maintain its qualification as a RIC for U.S. federal income tax purposes, even though the Company has not yet collected the cash. Generally, when current cash interest and/or principal payments on a loan become past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the investment on non-accrual status and will generally cease recognizing PIK interest and dividend income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or through a restructuring such that the interest and dividend income is deemed to be collectible. As of September 30, 2021, and December 31, 2020, the Company has not written off any accrued and uncollected PIK interest and dividends. As of September 30, 2021, the Company had six loans to Mojix, Inc. and one loan to Pivot3 Holdings, Inc., representing an aggregate principal funded of $30,383,707 at a fair value of $23,147,803, on non-accrual status, which represents 4.59% of the Company’s net assets. The non-accrual loans as of September 30, 2021 had total interest of $3,683,193 that would have been accrued into income. Had the loans not been on non-accrual status, $3,070,280 would be payable, and $612,913 would be OID. As of December 31, 2020, the Company had six loans to Mojix, Inc. representing an aggregate principal funded of $11,865,327 at a fair value of $8,961,080, on non-accrual status, which represented 1.92% of the Company's net assets. The non-accrual status loans as of December 31, 2020 had total interest of $1,627,725 that would have been accrued into income. Had the loan not been on non-accrual status, $1,213,861 would be payable, and $413,864 would be original issue discount. For the three and nine months ended September 30, 2021, approximately 2.4% and 4.5%, respectively, of the Company’s total investment income was attributable to non-cash PIK interest and dividend income. For the three and nine months ended September 30, 2020, approximately 11.0% and 5.7%, respectively, of the Company’s total investment income was attributable to non-cash PIK interest and dividend income. Valuation of Investments The Company measures the value of its investments at fair value in accordance with ASC Topic 820, Fair Value Measurements and Disclosure (“ASC Topic 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. 23 Table of Contents The audit committee of the Company’s Board of Directors (the “Audit Committee”) assists the Board of Directors in valuing investments that are not publicly traded or for which current market values are not readily available. Investments for which market quotations are readily available are valued using market quotations, which are generally obtained from independent pricing services, broker-dealers or market makers. With respect to portfolio investments for which market quotations are not readily available, the Company’s Board of Directors, with the assistance of the Audit Committee, RGC and its senior investment team and independent valuation agents, is responsible for determining, in good faith, the fair value of such investments in accordance with the valuation policy approved by the Board of Directors. If more than one valuation method is used to measure fair value, the results are evaluated and weighted, as appropriate, considering the reasonableness of the range indicated by those results. The Company considers a range of fair values based upon the valuation techniques utilized and selects the value within that range that was most representative of fair value based on current market conditions as well as other factors RGC’s senior investment team considers relevant. The Company’s Board of Directors makes this fair value determination on a quarterly basis and any other time when a decision regarding the fair value of the portfolio investments is required. A determination of fair value involves subjective judgments and estimates and depends on the facts and circumstances. 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 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. ASC Topic 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. ASC Topic 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 Topic 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 valuations 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, an investment’s level within the fair value hierarchy is based on the lowest level of observable 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 investment. Under ASC Topic 820, the fair value measurement also assumes that the transaction to sell an asset occurs in the principal market for the asset 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 is the market with the greatest volume and level of activity for such asset in which the reporting entity would or could sell or transfer the asset. In determining the principal market for an asset or liability under ASC Topic 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. With respect to investments for which market quotations are not readily available, the Company undertakes a multi-step valuation process each quarter, as described below: ● The quarterly valuation process begins with each portfolio company investment being initially valued by RGC’s investment professionals that are responsible for the portfolio investment; ● Preliminary valuation conclusions are then documented and discussed with RGC’s senior investment team; 24 Table of Contents ● At least once annually, the valuation for each portfolio investment, is reviewed by one or more independent valuation firms. Certain investments, however, may not be evaluated by the applicable independent valuation firm if the net asset value and other aspects of such investments in the aggregate do not exceed certain thresholds; ● The Audit Committee then reviews these preliminary valuations from RGC and the applicable independent valuation firm, if any, and makes a recommendation to the Company’s Board of Directors regarding such valuations; and ● The Company’s Board of Directors reviews the recommended preliminary valuations and determines the fair value of each investment in the Company’s portfolio, in good faith, based on the input of RGC, the independent valuation firm and the Audit Committee. ​ The Company’s investments are primarily loans made to and equity and warrants of high growth-potential companies focused in technology, life sciences, healthcare information and services, business services, select consumer services and products and other high-growth industries. These investments are considered Level 3 assets under ASC Topic 820 because there is no known or accessible market or market indices for these types of debt instruments and, thus, RGC’s senior investment team must estimate the fair value of these investment securities based on models utilizing unobservable inputs. ​ Rule 2a-5 under the 1940 Act was adopted by the SEC in December 2020 and establishes requirements for determining fair value in good faith for purposes of the 1940 Act. The Company is evaluating the impact of adopting Rule 2a-5 on the financial statements and intends to comply with the new rule’s requirements on or before the compliance date in September 2022. ​ Investment Valuation Techniques Debt Investments: To determine the fair value of the Company’s debt investments, the Company compares the cost basis of the debt investment, which includes original issue discount, if any, to the resulting fair value determined using a discounted cash flow model, unless another model is more appropriate based on the circumstances at the measurement date. The discounted cash flow approach entails analyzing the interest rate spreads for recently completed financing transactions that are similar in nature to the Company’s investments, in order to determine a comparable range of effective market interest rates for its investments. The range of interest rate spreads utilized is based on borrowers with similar credit profiles. All remaining expected cash flows of the investment are discounted using this range of interest rates to determine a range of fair values for the debt investment. This valuation process includes, among other things, evaluating the underlying investment performance, the portfolio company’s current financial condition and ability to raise additional capital, as well as macro-economic events that may impact valuations. These events include, but are not limited to, current market yields and interest rate spreads of similar securities as of the measurement date. Significant increases or decreases in these unobservable inputs could result in a significantly higher or lower fair value measurement; however, a significantly higher or lower fair value measurement of any of the Company’s portfolio investments may occur regardless of whether there is a signficiant increase or decrease in these unobservable inputs. Under certain circumstances, the Company may use an alternative technique to value the debt investments to be acquired by the Company that better reflects the fair value of the investment, such as the price paid or realized in a recently completed transaction or a binding offer received in an arms-length transaction, the use of multiple probability-weighted cash flow models when the expected future cash flows contain elements of variability or estimates of proceeds that would be received in a liquidation scenario. Warrants: Fair value of warrants is primarily determined using a Black Scholes option-pricing model. Privately held warrants and equity-related securities are valued based on an analysis of various factors including, but not limited to, the following: ● Underlying enterprise value of the issuer is estimated based on information available, including any information regarding the most recent rounds of issuer funding. Valuation techniques to determine enterprise value include market multiple approaches, income approaches or approaches that utilize recent rounds of financing and the portfolio company’s capital structure to determine enterprise value. Valuation techniques are also utilized to allocate the enterprise fair value of a portfolio company to the specific class of common or preferred stock exercisable in the warrant. Such techniques take into account the rights and preferences of the portfolio company’s securities, expected exit scenarios, and volatility associated with such outcomes to allocate the fair value to the specific class of stock held in the portfolio. Such techniques include Option Pricing Models, or 25 Table of Contents “OPM,” including back-solve techniques, Probability Weighted Expected Return Models, or “PWERM,” and other techniques as determined to be appropriate. ● Volatility, or the amount of uncertainty or risk about the size of the changes in the warrant price, is based on comparable publicly traded companies within indices similar in nature to the underlying company issuing the warrant. Significant increases (decreases) in this unobservable input could result in a significantly lower (higher) fair value, but a significantly higher or lower fair value measurement of any of the Company’s portfolio investments may occur regardless of whether there is a significant increase or decrease in this unobservable input. ● The risk-free interest rates are derived from the U.S. Treasury yield curve. The risk-free interest rates are calculated based on a weighted average of the risk-free interest rates that correspond closest to the expected remaining life of the warrant. Significant increases (decreases) in this unobservable input could result in a significantly higher (lower) fair value, but a significantly higher or lower fair value measurement of any of the Company’s portfolio investments may occur regardless of whether there is a significant increase or decrease in this unobservable input. ● Other adjustments, including a marketability discount on private company warrants, are estimated based on judgment about the general industry environment. Significant increases (decreases) in this unobservable input could result in a significantly lower (higher) fair value, but a significantly higher or lower fair value measurement of any of the Company’s portfolio investments may occur regardless of whether there is a significant increase or decrease in this unobservable input. ● Historical portfolio experience on cancellations and exercises of warrants are utilized as the basis for determining the estimated life of the warrants in each financial reporting period. Warrants may be exercised in the event of acquisitions, mergers or initial public offerings, and cancelled due to events such as bankruptcies, restructuring activities or additional financings. These events cause the expected remaining life assumption to be shorter than the contractual term of the warrants. Significant increases (decreases) in this unobservable input could result in a significantly higher (lower) fair value, but a significantly higher or lower fair value measurement of any of the Company’s portfolio investments may occur regardless of whether there is a significant increase or decrease in this unobservable input. ​ Under certain circumstances, the Company may use an alternative technique to value warrants that better reflects the warrants’ fair values, such as an expected settlement of a warrant in the near term, a model that incorporates a put feature associated with the warrant, or the price paid or realized in a recently completed transaction or binding offer received in an arms-length transaction. The fair value may be determined based on the expected proceeds to be received from such settlement or based on the net present value of the expected proceeds from the put option. These valuation methodologies involve a significant degree of judgment. There is no single standard for determining the fair value of investments that do not have an active public market. Valuations of privately held investments are inherently uncertain, as they are based on estimates, and their values may fluctuate over time. The determination of fair value may differ materially from the values that would have been used if an active market for these investments existed. 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. Equity Investments. The fair value of an equity investment in a privately held company is initially the face value of the amount invested. The Company adjusts the fair value of equity investments in private companies upon the completion of a new third-party round of equity financing subsequent to the Company’s investment. The Company may make adjustments to fair value, absent a new equity financing event, based upon positive or negative changes in a portfolio company’s financial or operational performance. The Company may also reference comparable transactions and/or secondary market transactions in connection with its determination of fair value. The fair value of an equity investment in a publicly traded company is based upon the closing public share price on the date of measurement. These assets are recorded at fair value on a recurring basis. These valuation methodologies involve a significant degree of judgment. There is no single standard for determining the fair value of investments that do not have an active public market. Valuation of privately held investments are inherently uncertain, as they are based on estimates, and their values may fluctuate over time. The determination of fair value may differ materially from the values that would have been used if an active market for these investments existed. 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. 26 Table of Contents Fair Value of Financial Instruments The carrying amounts of the Company’s financial instruments, including cash and accrued liabilities, approximate fair value due to their short-term nature. Investment Classification The Company is a non-diversified company within the meaning of the 1940 Act. The Company classifies its investments by level of control. As defined in the 1940 Act, control investments are those where the investor has the ability or power to exercise a controlling influence over the management or policies of a company. Control is generally deemed to exist when a company or individual possesses, or has the right to acquire within 60 days or less, beneficial ownership of more than 25.0% of the voting securities of a company. Affiliated investments and affiliated companies are defined by a lesser degree of influence and are deemed to exist through the possession outright, or via the right to acquire within 60 days or less, beneficial ownership of 5.0% or more of the outstanding voting securities of a company. Investments are recognized when the Company assumes an obligation to acquire a financial instrument and assumes the risks for gains or losses related to that instrument. Investments are derecognized when the Company assumes an obligation to sell a financial instrument and foregoes the risks for gains or losses related to that instrument. Specifically, the Company records all security transactions on a trade date basis. Investments in other, non-security financial instruments, such as limited partnerships or private companies, are recorded on the basis of subscription date or redemption date, as applicable. Amounts for investments recognized or derecognized but not yet settled will be reported as receivables for investments sold and payables for investments acquired, respectively, on the Statements of Assets and Liabilities. Income Taxes The Company elected to be treated as a RIC under Subchapter M of the Code beginning with its taxable year ended December 31, 2016, and has qualified and intends to continue to qualify for the tax treatment applicable to RICs. Generally, a RIC is not subject to U.S. federal income taxes on distributed income and gains so long as it meets certain source-of-income and asset diversification requirements and it distributes at least 90% of its net ordinary income and net short-term capital gains in excess of its net long-term capital losses, if any, to its stockholders. So long as the Company obtains and maintains its status as a RIC, it generally will not pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends. Rather, any tax liability related to income earned by the Company represents obligations of the Company’s investors and will not be reflected in the financial statements of the Company. The Company intends to make sufficient distributions to maintain its RIC status each year and it does not anticipate paying any material U.S. federal income taxes in the future. The Company accounts for income taxes in conformity with ASC Topic 740, Income Taxes ("ASC 740"). ASC 740 provides guidelines for how uncertain tax positions should be recognized, measured, presented and disclosed in Consolidated Financial Statements. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company's tax returns to determine whether the tax positions are "more-likely-than-not" of being sustained by the applicable tax authority. Tax positions deemed to meet a "more-likely-than-not" threshold would be recorded as a tax benefit or expense in the current period. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statements of Operations. There were no material uncertain income tax positions at September 30, 2021 or December 31, 2020. Although we file federal and state tax returns, our major tax jurisdiction is federal. The previous three tax year-ends and the interim tax period since then remain subject to examination by the Internal Revenue Service. If the Company does not timely distribute (or is not deemed to have distributed) each calendar year the sum of (1) at least 98% of its net ordinary income (not taking into account any capital gains or losses) for each calendar year, (2) at least 98.2% of the amount by which the Company’s capital gains exceed its capital losses (adjusted for certain ordinary losses) for a one-year period generally ending on October 31 in that calendar year (unless the Company makes an election to use its taxable year) and (3) any net ordinary income and net capital gain recognized in preceding years on which the Company paid no U.S. federal income tax (the “Minimum Distribution Amount”), the Company will generally be required to pay a nondeductible U.S. federal excise tax equal to 4% of the amount by which the Minimum Distribution Amount exceeds the distributions for the year. To the extent that the Company determines that its estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such taxable income, the Company accrues excise taxes, if any, on estimated excess taxable income as taxable income is earned using an annual 27 Table of Contents effective excise tax rate. The annual effective U.S. federal excise tax rate is determined by dividing the estimated annual excise tax by the estimated annual taxable income. If the Company does not qualify to be treated as a RIC for any taxable year, the Company will be taxed as a regular corporation (a “C corporation”) under subchapter C of the Code for such taxable year. If the Company has previously qualified to be treated as a RIC but is subsequently unable to qualify for treatment as a RIC, and certain amelioration provisions are not applicable, the Company would be subject to U.S. federal income tax on all of its taxable income (including its net capital gains) at regular corporate rates. The Company would not be able to deduct distributions to stockholders, nor would it be required to make distributions. In order to requalify as a RIC, in addition to the other requirements discussed above, the Company would be required to distribute all of its previously undistributed earnings attributable to the period it failed to qualify as a RIC by the end of the first year that it intends to requalify as a RIC. If the Company fails to requalify as a RIC for a period greater than two taxable years, it may be subject to regular corporate-level U.S. federal income tax on any net built-in gains with respect to certain of its assets (i.e., the excess of the aggregate gains, including items of income, over aggregate losses that would have been realized with respect to such assets if the Company had been liquidated) that it elects to recognize on requalification or when recognized over the next five years. Per Share Information Basic and diluted earnings per common share is calculated using the weighted-average number of common shares outstanding for the period presented. For the three and nine months ended September 30, 2021 and 2020, basic and diluted earnings per share of common stock were the same because there were no potentially dilutive securities outstanding. Per share data is based on the weighted-average shares outstanding. Distributions The Company generally intends to distribute, out of assets legally available for distribution, substantially all of its available earnings, on a quarterly basis, subject to the discretion of the Board of Directors. For the three and nine months ended September 30, 2021, the Company declared and paid dividends in the amount of $11,114,754 and $34,597,684, respectively, of which $2,713,539 and $7,602,878, respectively, was distributed in cash and the remainder distributed in shares to stockholders pursuant to the Company’s dividend reinvestment plan. For the three and nine months ended September 30, 2020, the Company declared dividends in the amount of $9,697,099 and $29,264,163, respectively, of which $1,762,387 and $5,405,487, respectively, was distributable in cash and the remainder distributable in shares to stockholders pursuant to the Company’s dividend reinvestment plan. Organization and Offering Costs Organization costs include, among other things, the cost of organizing as a Maryland corporation, including the cost of legal services and other fees pertaining to the Company’s organization, all of which are expensed as incurred. Offering costs include, among other things, legal fees and other costs pertaining to the preparation of the Company’s public and private offering materials as well as travel-related expenses related to the Company’s public and private offerings. Pursuant to the investment advisory agreement in place between the Company and RGC at the time of the Initial Private Offering, the Company and RGC agreed that organization and offering costs incurred in connection with the Initial Private Offering would be borne by the Company up to a maximum amount of $1,000,000, provided that the amount of such costs in excess of $1,000,000 would be paid by RGC. As of December 31, 2016, the Company had already incurred the maximum amount of $1,000,000 in organization and offering costs incurred in connection with the Initial Private Offering. As a result, for the three and nine months ended September 30, 2021 and 2020, the Company did not incur any organization or offering expenses in connection with the Initial Private Offering. Offering costs related to new or follow-on offerings, including the Second Private Offering, were accumulated and charged to additional paid in capital at the time of closing beginning in 2019. These offering costs related to the Second Private Offering are subject to a cap of $600,000, excluding placement agent fees which have no cap, of which the Company will bear the cost. As of September 30, 2021 and December 31, 2020, respectively, the Company had accumulated and recorded $646,362 and $608,989 of offering costs related to the Second Private Offering. As of each of September 30, 2021 and December 31, 2020, respectively, $186,198 and $123,009 in placement agent fees had been incurred. Under the terms of the Second Private Offering, offering costs in excess of $600,000, excluding placement agent fees, will be reimbursed by RGC. 28 Table of Contents As of September 30, 2021 and December 31, 2020, respectively, we had accumulated and recorded $439,929 and $0 of deferred offering costs related to the Company’s initial public offering. Recent Accounting Pronouncements In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848),” which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. In January 2021, the FASB issued ASU No. 2021-01, “Reference Rate Reform (Topic 848),” which expanded the scope of Topic 848 to include derivative instruments impacted by discounting transition. ASU 2020-04 and ASU 2021-01 are effective for all entities through December 31, 2022. ASU No. 2021-01 provides increased clarity as the Company continues to evaluate the transition of reference rates and is currently evaluating the impact of adopting ASU No. 2020-04 and 2021-01 on the consolidated financial statements. ​ Note 3 – Commitments and Contingencies In the normal course of business, the Company may enter into investment agreements under which it commits to make an investment in a portfolio company at some future date or over a specified period of time. At September 30, 2021, the Company had $165,345,185 in unfunded loan commitments to provide debt financing to its portfolio companies. The balance of unfunded commitments to extend financing as of September 30, 2021 was as follows: ​ ​ ​ ​ ​ ​ ​ Portfolio Company Investment Type September 30, 2021 Allurion Technologies, Inc. Senior Secured Term Loan ​ $ 5,000,000 CloudPay, Inc. Senior Secured Term Loan ​ ​ 10,000,000 Credit Sesame, Inc. ​ Revolving Line ​ ​ 585,570 CrossRoads Extremity Systems, LLC ​ Senior Secured Term Loan ​ ​ 7,500,000 Dtex Systems, Inc. ​ Senior Secured Term Loan ​ ​ 15,000,000 Gynesonics, Inc. Senior Secured Term Loan ​ 20,000,000 Marley Spoon AG ​ Senior Secured Term Loan ​ ​ 20,475,000 Route 92 Medical, Inc. Senior Secured Term Loan ​ ​ 42,000,000 SetPoint Medical Corporation ​ Senior Secured Term Loan ​ ​ 25,000,000 ShareThis, Inc. ​ Senior Secured Term Loan ​ ​ 3,000,000 Snagajob.com, Inc. ​ Senior Secured Term Loan ​ ​ 6,784,615 VERO Biotech LLC ​ Senior Secured Term Loan ​ ​ 10,000,000 Total unused commitments to extend financing ​ ​ ​ $ 165,345,185 ​ At December 31, 2020, the Company had $49,085,569 in unfunded loan commitments to provide debt financing to its portfolio companies. The balance of unfunded commitments to extend financing as of December 31, 2020 was as follows: ​ ​ ​ ​ ​ ​ Portfolio Company Investment Type December 31, 2020 CloudPassage, Inc. Senior Secured Term Loan ​ $ 2,500,000 Credit Sesame, Inc. ​ Revolving Line ​ 585,569 Gynesonics, Inc. Senior Secured Term Loan ​ 20,000,000 ShareThis, Inc. Senior Secured Term Loan ​ 1,000,000 VERO Biotech LLC Senior Secured Term Loan ​ 25,000,000 Total unused commitments to extend financing ​ ​ ​ $ 49,085,569 ​ The Company’s management believes that its available cash balances, availability under the Credit Agreement and/or ability to drawdown capital from investors provides sufficient funds to cover its unfunded commitments as of September 30, 2021. The Company has evaluated the expected net future cash flows related to unfunded commitments and determined the fair value to be zero as of September 30, 2021 and December 31, 2020. 29 Table of Contents The Company is currently not subject to any material legal proceedings, nor, to its knowledge, is any material proceeding threatened against the Company. From time to time, the Company may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of its rights under contracts with its portfolio companies. While the outcome of any such legal proceedings cannot be predicted with certainty, the Company does not expect that any such proceedings will have a material effect upon its business, financial condition or results of operations. ​ Note 4 – Concentration of Credit Risk In the normal course of business, the Company maintains its cash balances in financial institutions, which at times may exceed federally insured limits. The Company is subject to credit risk to the extent that any financial institution with which it conducts business is unable to fulfill contractual obligations on its behalf. The Company’s management monitors the financial condition of those financial institutions and does not currently anticipate any losses from these counterparties. ​ Note 5 – Net Increase in Net Assets Resulting from Operations per Common Share The following information sets forth the computation of basic income per common share for the three and nine months ended September 30, 2021 and 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Three Months Ended Nine Months Ended Nine Months Ended ​ ​ September 30, ​ September 30, ​ September 30, ​ September 30, ​ ​ ​ 2021 2020 ​ 2021 2020 ​ Net increase in net assets resulting from operations ​ $ 10,231,052 ​ $ 10,909,028 ​ $ 26,313,723 ​ $ 26,230,561 ​ Weighted-average shares outstanding for the period ​ ​ ​ ​ Basic ​ 33,160,481 ​ 27,271,559 ​ 32,360,107 ​ 26,603,966 Diluted ​ 33,160,481 ​ 27,271,559 ​ 32,360,107 ​ 26,603,966 Per Share Data (1) : ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted income per common share ​ ​ ​ ​ ​ ​ Basic ​ $ 0.31 ​ $ 0.40 ​ $ 0.81 ​ $ 0.99 ​ Diluted ​ $ 0.31 ​ $ 0.40 ​ $ 0.81 ​ $ 0.99 ​ (1) Per share data is based on average weighted shares outstanding. ​ Note 6 – Net Assets The Company has the authority to issue 100,000,000 shares of common stock, $0.01 par value per share. ​ During the three months ended September 30, 2021, the Company issued 575,032 shares for $8,401,215 in connection with the reinvestment of dividends. The following table summarizes capital activity during the three months ended September 30, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common Stock ​ Additional ​ Distributable Total ​ ​ ​ ​ Paid-in ​ (Losses) ​ Net ​ ​ Shares Amount Capital Earnings Assets Balance, beginning of period ​ 32,690,454 ​ $ 326,904 ​ $ 485,755,211 ​ $ (8,343,018) ​ $ 477,739,097 Issuance of common stock 1,265,128 ​ 12,651 ​ 18,964,266 ​ — ​ 18,976,917 Reinvestment of dividends 575,032 ​ 5,751 ​ 8,395,464 ​ — ​ 8,401,215 Offering costs — ​ — ​ (32,542) ​ — ​ (32,542) Net investment income ​ — ​ ​ — ​ ​ — ​ ​ 10,741,124 ​ ​ 10,741,124 Net realized gain (loss) on investments ​ — ​ ​ — ​ ​ — ​ ​ 718,310 ​ ​ 718,310 Net change in unrealized appreciation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (depreciation) on investments ​ — ​ ​ — ​ ​ — ​ ​ (1,228,382) ​ ​ (1,228,382) Dividends declared ​ — ​ ​ — ​ ​ — ​ ​ (11,114,754) ​ ​ (11,114,754) Tax reconciliation of stockholders' ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ equity in accordance with U.S. GAAP — ​ — ​ — ​ — ​ — Balance, end of period 34,530,614 ​ $ 345,306 ​ $ 513,082,399 ​ $ (9,226,720) ​ $ 504,200,985 ​ 30 Table of Contents During the nine months ended September 30, 2021, the Company issued 1,830,974 shares for $26,994,806 in connection with the reinvestment of dividends. The following table summarizes capital activity during the nine months ended September 30, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common Stock ​ Additional ​ Distributable Total ​ ​ ​ ​ Paid-in ​ (Losses) ​ Net ​ ​ Shares Amount Capital Earnings Assets Balance, beginning of period ​ 31,414,051 ​ $ 314,140 ​ $ 466,872,304 ​ $ (942,759) ​ $ 466,243,685 Issuance of common stock 1,285,589 ​ 12,856 ​ 19,270,972 ​ — ​ 19,283,828 Reinvestment of dividends 1,830,974 ​ 18,310 ​ 26,976,496 ​ — ​ 26,994,806 Offering costs — ​ — ​ (37,373) ​ — ​ (37,373) Net investment income ​ — ​ ​ — ​ ​ — ​ ​ 33,563,330 ​ ​ 33,563,330 Net realized gain (loss) on investments ​ — ​ ​ — ​ ​ — ​ ​ (4,076,766) ​ ​ (4,076,766) Net change in unrealized appreciation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (depreciation) on investments ​ — ​ ​ — ​ ​ — ​ ​ (3,172,841) ​ ​ (3,172,841) Dividends declared ​ — ​ ​ — ​ ​ — ​ ​ (34,597,684) ​ ​ (34,597,684) Tax reconciliation of stockholders' ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ equity in accordance with U.S. GAAP — ​ — ​ — ​ — ​ — Balance, end of period 34,530,614 ​ $ 345,306 ​ $ 513,082,399 ​ $ (9,226,720) ​ $ 504,200,985 During the three months ended September 30, 2020, the Company issued 550,639 shares for $7,934,712 in connection with the reinvestment of dividends. The following table summarizes capital activity during the three months ended September 30, 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common Stock ​ Additional ​ Distributable ​ Total ​ ​ ​ ​ Paid-in ​ (Losses) ​ Net ​ ​ Shares Amount Capital Earnings Assets Balance, beginning of period ​ 26,936,387 ​ $ 269,364 ​ $ 400,544,970 ​ $ (12,560,276) ​ $ 388,254,058 Issuance of common stock — ​ — ​ — ​ — ​ — Reinvestment of dividends 550,639 ​ 5,506 ​ 7,929,206 ​ — ​ 7,934,712 Offering costs — ​ — ​ 1,505 ​ — ​ 1,505 Net investment income ​ — ​ ​ — ​ ​ — ​ ​ 9,522,580 ​ ​ 9,522,580 Net realized gain (loss) on investments ​ — ​ ​ — ​ ​ — ​ ​ 1,142,706 ​ ​ 1,142,706 Net change in unrealized appreciation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (depreciation) on investments ​ — ​ ​ — ​ ​ — ​ ​ 243,742 ​ ​ 243,742 Dividends declared ​ — ​ ​ — ​ ​ — ​ ​ (9,697,099) ​ ​ (9,697,099) Tax reconciliation of stockholders' ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ equity in accordance with U.S. GAAP — ​ — ​ — ​ — ​ — Balance, end of period 27,487,026 ​ $ 274,870 ​ $ 408,475,681 ​ $ (11,348,347) ​ $ 397,402,204 During the nine months ended September 30, 2020, the Company issued 1,654,791 shares for $23,858,677 in connection with the reinvestment of dividends. The following table summarizes capital activity during the nine months ended September 30, 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common Stock ​ Additional ​ Distributable ​ Total ​ ​ ​ ​ Paid-in ​ (Losses) ​ Net ​ ​ Shares Amount Capital Earnings Assets Balance, beginning of period ​ 25,811,214 ​ $ 258,112 ​ $ 384,369,854 ​ $ (8,314,745) ​ $ 376,313,221 Issuance of common stock 21,021 ​ 210 ​ 315,098 ​ — ​ 315,308 Reinvestment of dividends 1,654,791 ​ 16,548 ​ 23,842,129 ​ — ​ 23,858,677 Offering costs — ​ — ​ (51,400) ​ — ​ (51,400) Net investment income ​ — ​ ​ — ​ ​ — ​ ​ 27,040,008 ​ ​ 27,040,008 Net realized gain (loss) on investments ​ — ​ ​ — ​ ​ — ​ ​ (5,370,702) ​ ​ (5,370,702) Net change in unrealized appreciation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (depreciation) on investments ​ — ​ ​ — ​ ​ — ​ ​ 4,561,255 ​ ​ 4,561,255 Dividends declared ​ — ​ ​ — ​ ​ — ​ ​ (29,264,163) ​ ​ (29,264,163) Tax reconciliation of stockholders' ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ equity in accordance with U.S. GAAP — ​ — ​ — ​ — ​ — Balance, end of period 27,487,026 ​ $ 274,870 ​ $ 408,475,681 ​ $ (11,348,347) ​ $ 397,402,204 31 Table of Contents The shares of common stock issued, the price per share and the proceeds raised, from inception through September 30, 2021, are detailed in the following table: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares Price Per ​ ​ Issuance Date ​ Issued Share Gross Proceeds October 8, 2015 ​ 1,667 ​ $ 15.00 ​ $ 25,000 December 22, 2016 333,333 ​ 15.00 ​ 5,000,000 April 19, 2017 1,000,000 ​ 15.00 ​ 15,000,000 June 26, 2017 1,666,667 ​ 15.00 ​ 25,000,000 September 12, 2017 2,666,667 ​ 15.00 ​ 40,000,000 December 22, 2017 3,000,000 ​ 15.00 ​ 45,000,000 May 31, 2018 (1) 70,563 ​ 14.82 ​ 1,045,570 August 31, 2018 (1) 117,582 ​ 14.92 ​ 1,754,244 September 27, 2018 1,997,337 ​ 15.02 ​ 30,000,000 November 15, 2018 (1) 202,779 ​ 15.07 ​ 3,055,498 January 14, 2019 4,344,964 ​ 15.19 ​ 66,000,000 March 26, 2019 (1) 326,431 ​ 15.14 ​ 4,942,168 May 21, 2019 (1) 374,783 ​ 15.13 ​ 5,670,467 May 24, 2019 3,232,189 ​ 15.16 ​ 49,000,000 July 16, 2019 (1) 464,986 ​ 15.13 ​ 7,035,236 August 26, 2019 (1) 480,121 ​ 14.76 ​ 7,088,143 October 15, 2019 1,666,667 ​ 15.00 ​ 25,000,000 November 12, 2019 (1) 43,979 ​ 14.76 ​ 649,123 December 20, 2019 3,333,333 ​ 15.00 ​ 50,000,000 December 23, 2019 (1) 487,166 ​ 14.52 ​ 7,073,650 March 20, 2020 (1) ​ 575,132 ​ ​ 14.58 ​ ​ 8,385,423 March 31, 2020 21,021 ​ 15.00 ​ 315,308 May 21, 2020 (1) 529,020 ​ 14.25 ​ 7,538,541 August 6, 2020 (1) 550,639 ​ 14.41 ​ 7,934,712 October 15, 2020 ​ 3,333,333 ​ ​ 15.00 ​ ​ 50,000,000 November 12, 2020 (1) ​ 593,692 ​ ​ 14.46 ​ ​ 8,584,772 March 19, 2021 (1) ​ 618,815 ​ ​ 14.84 ​ ​ 9,183,220 March 24, 2021 ​ 20,461 ​ ​ 15.00 ​ ​ 306,911 May 13, 2021 (1) ​ 637,127 ​ ​ 14.77 ​ ​ 9,410,371 August 12, 2021 (1) ​ 575,032 ​ ​ 14.61 ​ ​ 8,401,215 September 29, 2021 ​ 1,265,128 ​ ​ 15.00 ​ ​ 18,976,917 Total 34,530,614 ​ ​ ​ $ 517,376,489 ​ (1) Shares were issued as part of the dividend reinvestment plan. ​ In connection with the Initial Private Offering, the Company issued 18,241,157 shares of its common stock to stockholders for a total purchase price of $275,000,000. Between June 14, 2019 and September 30, 2021, the Company accepted $181,673,500 in capital commitments under its Second Private Offering. As of September 30, 2021 and December 31, 2020, respectively, the Company issued 9,617,379 and 8,352,251 shares of its common stock for aggregate proceeds of $144,260,683 and $125,283,766 under the Second Private Offering. As of September 30, 2021, the Company has issued 22,564 shares as an additional direct investment by Runway Growth Holdings LLC, an affiliate of RGC, at $15.00 per share for total proceeds of $338,453. For more information, see “Recent Developments.” Capital commitments may be drawn down from investors by the Company on a pro rata basis, as needed, upon not less than ten (10) days’ prior written notice for the purposes of funding the Company’s investments (including follow-on investments), paying the Company’s expenses, including fees under the second amended and restated investment advisory agreement, by and between the Company and RGC (the “Advisory Agreement”), and/or maintaining a reserve account for the payment of future expenses or liabilities. 32 Table of Contents On September 15, 2021, the Company delivered an optional capital drawdown notice (the “Option Notice”) to its investors relating to the investors remaining unfunded capital commitments. The Option Notice provided investors with the ability to elect to either (i) fund their remaining unfunded capital commitment in full or (ii) not fund their remaining unfunded capital commitment without being considered in default under the terms of the subscription agreement, in either case by returning the Option Notice to the Company no later than September 20, 2021. Pursuant to the Option Notice, the Company sold 1,265,128 shares of common stock, par value $0.01 per share for an aggregate offering price of $18,976,917. The sale closed on September 29, 2021. As of September 30, 2021 the Company had $37,412,817 remaining in unfunded capital commitments. ​ ​ Note 7 – Related Party Agreements and Transactions Amended and Restated Advisory Agreement On November 29, 2016, the Company’s Board of Directors approved an investment advisory agreement between RGC and the Company, under which RGC, subject to the overall supervision of the Board of Directors, manages the day-to-day operations of and provides investment advisory services to the Company (together with a subsequent amendment thereto, the “Prior Agreement”). On April 7, 2021, the Board of Directors approved the Advisory Agreement at a virtual meeting and recommended that the Company’s stockholders approve the Advisory Agreement. In reliance upon certain exemptive relief granted by the SEC in connection with the global COVID-19 pandemic, the Board of Directors undertook to ratify the Advisory Agreement at its next in-person meeting which was held in July 2021. The Advisory Agreement amended the Prior Advisory Agreement to include certain revisions to the management and incentive fee calculation mechanisms and clarify language relating to liquidity events. The Advisory Agreement became effective on May 27, 2021 upon approval by the stockholders at a special meeting of stockholders of the Company. Under the terms of the Advisory Agreement, RGC: ● determines the composition of the Company’s portfolio, the nature and timing of the changes to the portfolio and the manner of implementing such changes; ● identifies, evaluates and negotiates the structure of the investments the Company makes; ● executes, closes and monitors the investments the Company makes; ● determines the securities and other assets that the Company will purchase, retain or sell; ● performs due diligence on prospective investments; and ● provides the Company with other such investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. Pursuant to the Advisory Agreement, the Company pays RGC a fee for its investment advisory and management services consisting of two components – a base management fee and an incentive fee. The cost of both the base management fee and incentive fee are ultimately borne by the Company’s stockholders. Base Management Fee The base management fee is payable on the first day of each calendar quarter. For purposes of the Advisory Agreement, a “Spin-Off transaction” includes either a transaction whereby (a) the Company offers its stockholders the option to elect to either (i) retain their ownership of shares of the Company’s common stock, or (ii) exchange their shares of the Company’s common stock for shares of common stock in a newly formed entity (the “Public Fund”) that will elect to be regulated as a BDC under the 1940 Act and treated as a RIC under Subchapter M of the Code (the “Public Fund Spin Off”); or (b) the Company completes a listing of the Company’s securities on any securities exchange (an “Exchange Listing”). The base management fee will be an amount equal to 0.40% (1.60% annualized) of the Company’s average daily Gross Assets (defined below) during the most recently completed calendar quarter for so long as the aggregate amount of Gross Assets of the Company as of the end of the most recently completed calendar quarter is equal or greater than $500,000,000 but less than $1,000,000,000. For purposes of the Advisory 33 Table of Contents Agreement, “Gross Assets” is defined as the Company’s gross assets, including assets purchased with borrowed funds or other forms of leverage, as well as any paid-in-kind interest, as of the end of the most recently completed fiscal quarter. If the aggregate amount of the Company’s Gross Assets as of the end of the most recently completed calendar quarter is less than $500,000,000 the base management fee will be an amount equal to 0.4375% (1.75% annualized) of the Company’s average daily Gross Assets during the most recently completed calendar quarter. If the aggregate amount of the Company’s Gross Assets as of the end of the most recently completed calendar quarter is equal to or greater than $1,000,000,000, the base management fee will be an amount equal to 0.375% (1.50% annualized) of the Company’s average daily Gross Assets during the most recently completed calendar quarter. RGC earned base management fees of $2,301,656 and $6,647,207 for the three and nine months ended September 30, 2021, respectively, and $1,721,913 and $5,017,590 for the three and nine months ended September 30, 2020, respectively. Incentive Fee The incentive fee, which provides RGC with a share of the income that RGC generates for the Company, consists of an investment-income component and a capital-gains component, which are largely independent of each other, with the result that one component may be payable even if the other is not. Under the investment-income component (the “Income Incentive Fee”), the Company pays RGC each quarter an incentive fee with respect to the Company’s Pre-Incentive Fee net investment income. The Income Incentive Fee is calculated and payable quarterly in arrears based on the Pre-Incentive Fee net investment income for the immediately preceding fiscal quarter. Payments based on Pre-Incentive Fee net investment income will be based on the Pre-Incentive Fee net investment income earned for the quarter. For this purpose, “Pre-Incentive Fee net investment income” means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence, managerial and consulting fees or other fees that the Company receives from portfolio companies) that the Company accrues during the fiscal quarter, minus the Company’s operating expenses for the quarter (including the base management fee, expenses payable under the amended and restated administration agreement with the Administrator (the “Administration Agreement”), and any dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee). Pre-Incentive Fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay in kind interest and zero coupon securities), accrued income the Company has not yet received in cash; provided, however, that the portion of the Income Incentive Fee attributable to deferred interest features will be paid, only if and to the extent received in cash, and any accrual thereof will be reversed if and to the extent such interest is reversed in connection with any write off or similar treatment of the investment giving rise to any deferred interest accrual, applied in each case in the order such interest was accrued. Such subsequent payments in respect of previously accrued income will not reduce the amounts payable for any quarter pursuant to the calculation of the Income Incentive Fee described above. Pre-Incentive Fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee net investment income, expressed as a rate of return on the value of the Company’s net assets (defined as total assets less liabilities) at the end of the immediately preceding fiscal quarter, will be compared to a “hurdle rate” of 2.0% per quarter (8.0% annualized). The Company pays RGC an Income Incentive Fee with respect to the Company’s Pre-Incentive Fee net investment income in each calendar quarter as follows: (1) no Income Incentive Fee in any calendar quarter in which the Company’s Pre-Incentive Fee net investment income does not exceed the hurdle rate of 2.0%; (2) 80% of the Company’s Pre-Incentive Fee net investment income with respect to that portion of such Pre-Incentive Fee net investment income, if any, that exceeds the hurdle rate but is less than 2.667% in any calendar quarter (10.668% annualized) (the portion of the Company’s Pre-Incentive Fee net investment income that exceeds the hurdle but is less than 2.667% is referred to as the “catch-up”; the “catch-up” is meant to provide RGC with 20.0% of the Company’s Pre-Incentive Fee net investment income as if a hurdle did not apply if the Company’s Pre-Incentive Fee net investment income exceeds 2.667% in any calendar quarter (10.668% annualized)); and (3) 20.0% of the amount of the Company’s Pre-Incentive Fee net investment income, if any, that exceeds 2.667% in any calendar quarter (10.668% annualized) payable to RGC (once the hurdle is reached and the catch-up is achieved, 20.0% of all Pre-Incentive Fee net investment income thereafter is allocated to RGC). Until the consummation of a Spin-Off transaction, in the event that (a) the sum of the Company’s cumulative net realized losses since the date of the Company’s election to be regulated as a BDC exceeded 2.0% of the total non-control/non-affiliate investments made by the Company since the date of the Company’s election to be regulated as a BDC through the end of the quarter and (b) the Pre-Incentive Fee net investment income adjusted to include any realized capital gains and losses (“Adjusted Pre-Incentive Fee net investment income”), expressed as an annualized rate of return on the value of the Company’s average daily net assets (defined as total assets less liabilities), since the Company’s election to be regulated as a BDC through the end of the quarter was less than 10.0%, no 34 Table of Contents Income Incentive Fee would be payable for such quarter until the first subsequent quarter in which either (x) the sum of the Company’s cumulative net realized losses since the date of the Company’s election to be regulated as a BDC was equal to or less than 2.0% of the total non-control/non-affiliate investments made by the Company since the date of the Company’s election to be regulated as a BDC through the end of such subsequent quarter or (y) the Adjusted Pre-Incentive Fee net investment income, expressed as an annualized rate of return on the value of the Company’s average daily net assets (defined as total assets less liabilities), since the Company’s election to be regulated as a BDC through the of the end of the quarter equals or exceeds 10.0%; provided, however, that in no event would any Income Incentive Fee be payable for any prior quarter after the three-year anniversary of the end of such quarter. Under the capital-gains component of the incentive fee (the “Capital Gains Fee”), the Company will pay RGC, as of the end of each calendar year, 20.0% of the Company’s aggregate cumulative realized capital gains, if any, from the date of the Company’s election to be regulated as a BDC through the end of that calendar year, computed net of the Company’s aggregate cumulative realized capital losses and aggregate cumulative unrealized capital depreciation through the end of such year, less the aggregate amount of any previously paid Capital Gains Fee. For the foregoing purpose, the Company’s “aggregate cumulative realized capital gains” will not include any unrealized appreciation. If such amount is negative, then no Capital Gains Fee will be payable for such year. RGC earned incentive fees of $2,686,475 and $6,498,482, respectively, for the three and nine months ended September 30, 2021; $2,171,245 and $5,140,115, respectively, of the incentive fees for the three and nine months ended September 30, 2021 were earned, payable in cash, and $515,230 and $1,358,367, respectively, of the incentive fees for the three and nine months ended September 30, 2021 were accrued and generated from deferred interest (i.e., PIK interest and certain discount accretion) and are not payable pending receipt of cash by the Company. RGC earned incentive fees for the three and nine months ended September 30, 2020 of $1,650,930 and $4,871,907, respectively; $1,126,379 and $3,659,134, respectively, of the incentive fees for the three and nine months ended September 30, 2020 were earned, payable in cash, and $524,551 and $1,212,773, respectively, of the incentive fees for the three and nine months ended September 30, 2020 were accrued and deferred (i.e., PIK interest and certain discount accretion) and are not payable pending receipt of cash by the Company. The capital gains incentive fee consists of fees related to realized gains, realized capital losses and unrealized capital depreciation. With respect to the incentive fee expense accrual related to the capital gains incentive fee, U.S. GAAP requires that the capital gains invective fee accrual consider the cumulative aggregate unrealized appreciation in the calculation, as a capital gains incentive fee would be payable if such unrealized appreciation were realized even though such unrealized appreciation is not permitted to be considered in calculating the fee actually payable under the Advisory Agreement. As of each of September 30, 2021 and December 31, 2020, there was no capital gains incentive fee accrued, earned or payable to RGC under the Advisory Agreement. Spin-Off Incentive Fee The Income Incentive Fee will be payable in connection with a Public Fund Spin-Off as follows. The Income Incentive Fee will be calculated as of the date of the completion of each Public Fund Spin-Off and will equal the amount of Income Incentive Fee that would be payable to RGC if (1) all of the Company’s investments were liquidated for their current value and any unamortized deferred portfolio investment-related fees would be deemed accelerated, (2) the proceeds from such liquidation were used to pay all of the Company’s outstanding liabilities, and (3) the remainder were distributed to the Company’s stockholders and paid as incentive fee in accordance with the Income Incentive Fee described in clauses (1) and (2) above for determining the amount of the Income Incentive Fee; provided, however, that in no event will the Income Incentive Fee paid in connection with the completion of the Public Fund Spin-Off(x) include the portion of the Income Incentive Fee attributable to deferred interest features of a particular investment that is not transferred pursuant to the Public Fund Spin-Off until such time as the deferred interest is received in cash, or (y) exceed 20.0% of the Company’s Pre-Incentive Fee net investment income accrued by the Company for the fiscal quarter as of the date of the completion of the Public-Fund Spin-Off. The Company will make the payment of the Income Incentive Fee paid in connection with the completion of the Public Fund Spin-Off in cash on or immediately following the date of the completion of the Public-Fund Spin-Off. After the Public Fund Spin-Off, all calculations relating to the incentive fee payable will be made beginning on the day immediately following the completion of the Public Fund Spin-Off without taking into account the exchanged shares of the Company’s common stock (or contributions, distributions or proceeds relating thereto). The Capital Gains Fee will be payable in respect of the exchanged shares of the Company’s common stock in connection with the Public Fund Spin-Off and will be calculated as of the date of the completion of the Public Fund Spin-Off as if such date were a calendar year-end for purposes of calculating and paying the Capital Gains Fee. 35 Table of Contents No Income Incentive Fee or Capital Gains Fee will be payable in connection with the Public Fund Spin-Off unless, on the date of the completion of the Public Fund Spin-Off, the sum of the Company’s (i) Pre-Incentive Fee net investment income and (ii) realized capital gains less realized capital losses and unrealized capital depreciation from the date of the Company’s election to be regulated as a BDC through, and including, the date of the completion of the Public Fund Spin-Off, is greater than 8.0% of the cumulative net investments made by the Company since the Company’s election to be regulated as a BDC. Administration Agreement The Company reimburses the Administrator for the allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including furnishing the Company with office facilities, equipment and clerical, bookkeeping and recordkeeping services at such facilities, as well as providing other administrative services. In addition, the Company reimburses the Administrator for the fees and expenses associated with performing compliance functions, and the Company’s allocable portion of the compensation of certain of its officers, including the Company’s Chief Financial Officer, Chief Compliance Officer and any administrative support staff. The Company reimbursed the Administrator $261,630 and $741,012, respectively, during the three and nine months ended September 30, 2021. As of September 30, 2021, the Company had accrued a net payable to the Administrator of $227,038. Of the total amount reimbursed and accrued during the three and nine months ended September 30, 2021, $206,167 and $643,606, respectively, was related to overhead allocation expense. The Company reimbursed the Administrator $127,095 and $433,424, respectively, during the three and nine months ended September 30, 2020. As of September 30, 2020, the Company accrued a net payable to the Administrator of $124,215. Of the total amount reimbursed and accrued during the three and nine months ended September 30, 2020, $136,826 and $411,520, respectively, was related to overhead allocation expense. As of December 31, 2020, the Company had accrued a net payable to the Administrator of $143,515. Administration fees, which include fees payable by the Administrator to third-party service providers who provide additional administration services for the Company, were $179,500 and $420,360 for the three and nine months ended September 30, 2021, respectively. Administration fees, which include fees payable by the Administrator to third-party service providers who provide additional administration services for the Company, were $132,715 and $378,395 for the three and nine months ended September 30, 2020, respectively. License Agreement The Company has entered into a license agreement with RGC (the “License Agreement”) pursuant to which RGC has granted the Company a personal, non-exclusive, royalty-free right and license to use the name “Runway Growth Finance”. Under the License Agreement, the Company has the right to use the “Runway Growth Finance” name for so long as RGC or one of its affiliates remains the Company’s investment adviser. Other than with respect to this limited license, the Company has no legal right to the “Runway Growth Finance” name. Oaktree Strategic Relationship In December 2016, the Company and RGC entered into a strategic relationship with Oaktree Capital Management, L.P. (“Oaktree”). As part of the strategic relationship, OCM Growth Holdings, LLC, a Delaware limited liability company (“OCM”) managed by Oaktree, made an initial $125.0 million capital commitment to the Company, which was subsequently increased to $139.0 million (the “Initial OCM Commitment”). On September 14, 2019, in connection with the Second Private Offering, the Company accepted a capital commitment from OCM in the amount of $112.5 million (the “Subsequent OCM Commitment and, together with the Initial OCM Commitment, the “OCM Commitment”). As of September 30, 2021, OCM owned 19,200,496 shares of our common stock or 56% of our total issued and outstanding shares. Pursuant to an irrevocable proxy, the shares of the Company’s common stock held by OCM must be voted in the same manner that our other stockholders vote their shares. In connection with the OCM Commitment, the Company entered into a stockholder agreement, dated December 15, 2016, with OCM, pursuant to which OCM has a right to nominate a member of the Company’s Board of Directors for election for so long as OCM holds shares of the Company’s common stock in an amount equal to, in the aggregate, at least one-third (33%) of OCM’s initial $125 million capital commitment. Brian Laibow, Co-Head of North America & Managing Director Opportunities Funds, serves on the Company’s Board of Directors as OCM’s director nominee and is considered an interested director. OCM also holds a minority interest in RGC and has the right to appoint a member of RGC’s board of managers and a member of RGC’s investment committee. Brian 36 Table of Contents Laibow is OCM’s appointee to RGC’s board of managers and investment committee. In connection with the Subsequent OCM Commitment, OCM also purchased additional equity in RGC. ​ Note 8 – Fair Value Measurements The Company’s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy in accordance with ASC Topic 820. See Note 2 for discussion of the Company’s valuation policies. The following tables present information about the Company’s assets and liabilities measured at fair value as of September 30, 2021 and December 31, 2020, respectively: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of September 30, 2021 ​ ​ Level 1 Level 2 Level 3 Total Portfolio Investments ​ ​ ​ ​ Common Stock ​ $ 11,216,290 ​ $ 5,812,694 ​ $ — ​ $ 17,028,984 Senior Secured Term Loans ​ ​ — ​ ​ — ​ ​ 531,605,724 ​ ​ 531,605,724 Preferred Stock ​ 15,889,998 ​ — ​ 1,077,615 ​ 16,967,613 Warrants ​ — ​ — ​ 20,750,056 ​ 20,750,056 Total Portfolio Investments ​ 27,106,288 ​ 5,812,694 ​ 553,433,395 ​ 586,352,377 U.S. Treasury Bill ​ 60,000,660 ​ — ​ — ​ 60,000,660 Total Investments ​ $ 87,106,948 ​ $ 5,812,694 ​ $ 553,433,395 ​ $ 646,353,037 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2020 ​ ​ Level 1 Level 2 Level 3 Total Portfolio Investments ​ ​ ​ ​ Common Stock ​ $ — ​ $ 521,940 ​ $ — ​ $ 521,940 Corporate Bonds ​ ​ — ​ ​ 333,453 ​ ​ — ​ ​ 333,453 Senior Secured Term Loans ​ ​ — ​ ​ — ​ ​ 501,964,657 ​ ​ 501,964,657 Preferred Stock ​ 13,230,000 ​ 1,429,600 ​ 1,336,268 ​ 15,995,868 Warrants ​ — ​ — ​ 33,008,672 ​ 33,008,672 Total Portfolio Investments ​ 13,230,000 ​ 2,284,993 ​ 536,309,597 ​ 551,824,590 U.S. Treasury Bill ​ 70,002,060 ​ — ​ — ​ 70,002,060 Total Investments ​ $ 83,232,060 ​ $ 2,284,993 ​ $ 536,309,597 ​ $ 621,826,650 ​ The Company recognizes transfers into and out of the levels indicated above at the end of each reporting period. During the period ended September 30, 2021, the Company had warrant investments converted to common stock investments, resulting in an asset transfer out of Level 3 and into Level 2 at the fair value of $15,305,039. There were no transfers into or out of the levels during the year ended December 31, 2020. 37 Table of Contents The following table presents a rollforward of Level 3 assets measured at fair value as of September 30, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Preferred Senior Secured ​ ​ ​ ​ ​ ​ Stock ​ Term Loans ​ Warrants ​ Total Fair value at December 31, 2020 ​ $ 1,336,268 ​ $ 501,964,657 ​ $ 33,008,672 ​ $ 536,309,597 Amortization of fixed income premiums or accretion of discounts ​ — ​ 5,541,082 ​ — ​ 5,541,082 Purchases of investments (1) ​ 2,000,000 ​ 233,311,709 ​ 475,074 ​ 235,786,783 Sales or repayments of investments (1) ​ — ​ (202,045,467) ​ (86,834) ​ (202,132,301) Transfers out of Level 3 ​ ​ — ​ ​ — ​ ​ (15,305,039) ​ ​ (15,305,039) Realized (loss) ​ — ​ — ​ (418,037) ​ (418,037) Change in unrealized appreciation (depreciation) ​ (2,258,653) ​ (7,166,257) ​ 3,076,220 ​ (6,348,690) Fair value at September 30, 2021 ​ $ 1,077,615 ​ $ 531,605,724 ​ $ 20,750,056 ​ $ 553,433,395 Change in unrealized appreciation (depreciation) on Level 3 investments still held as of September 30, 2021 ​ $ (258,653) ​ $ (7,090,189) ​ $ (12,249,072) ​ $ (19,597,914) (1) Includes PIK interest, net of reorganization and restructuring of investments. ​ The following table presents a rollforward of Level 3 assets measured at fair value as of September 30, 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Preferred Senior Secured ​ ​ ​ ​ ​ ​ Stock ​ Term Loans ​ Warrants ​ Total Fair value at December 31, 2019 ​ $ 437,515 ​ $ 349,570,424 ​ $ 18,008,337 ​ $ 368,016,276 Amortization of fixed income premiums or accretion of discounts ​ — ​ 6,790,922 ​ — ​ 6,790,922 Purchases of investments (1) ​ 18,687,450 ​ 120,300,988 ​ 2,129,500 ​ 141,117,938 Sales or repayments of investments (1) ​ — ​ (76,114,572) ​ (2,849,949) ​ (78,964,521) Realized gain (loss) ​ — ​ (7,835,899) ​ 1,182,651 ​ (6,653,248) Change in unrealized appreciation (depreciation) ​ (1,803,471) ​ 2,657,916 ​ 3,612,246 ​ 4,466,691 Fair value at September 30, 2020 ​ $ 17,321,494 ​ $ 395,369,779 ​ $ 22,082,785 ​ $ 434,774,058 Change in unrealized appreciation (depreciation) on Level 3 investments still held as of September 30, 2020 ​ $ 13,979 ​ $ 3,299,020 ​ $ (1,366,380) ​ $ 1,946,619 (1) Includes PIK interest, net of reorganization and restructuring of investments. ​ The following table provides quantitative information regarding Level 3 fair value measurements as of September 30, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Range Description Fair Value Valuation Technique Unobservable Inputs (Weighted Average) Preferred Stock ​ $ 1,077,615 ​ Recent private market and merger and acquisition transaction prices ​ N/A ​ N/A Senior Secured Term Loans (1) ​ 508,457,921 ​ Discounted Cash Flow analysis Discount rate ​ 8.7%-100.0% (13.5%) ​ ​ ​ ​ Market approach ​ Origination yield ​ 6.8%-100.1% (12.4%) ​ ​ 23,147,803 ​ PWERM ​ Discount rate ​ 15.1%-27.1% (20.0%) Warrants (2) ​ 13,516,296 ​ Option pricing model Risk-free interest rate 0.0%-0.9% (0.2%) ​ ​ ​ ​ ​ ​ Average industry volatility 30.0%-75.0% (45.6%) ​ ​ ​ ​ ​ ​ Estimated time to exit 0.3-5.0 yrs (1.9 yrs) ​ ​ ​ ​ ​ ​ ​ Revenue multiples 0.00x-13.41x (5.19x) ​ ​ 7,233,760 ​ PWERM Discount rate 30.0%-46.0% (37.1%) ​ ​ ​ ​ ​ ​ ​ Revenue multiples 3.65x-95.67x (9.67x) Total Level 3 Investments ​ $ 553,433,395 ​ ​ 38 Table of Contents The following table provides quantitative information regarding Level 3 fair value measurements as of December 31, 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Range Description Fair Value Valuation Technique Unobservable Inputs (Weighted Average) ​ Preferred Stock ​ $ 1,336,268 ​ Recent private market and merger and acquisition transaction prices ​ N/A ​ N/A Senior Secured Term Loans (1) ​ 471,256,844 ​ Discounted Cash Flow analysis Discount Rate ​ 8.0%-100.0% (14.8%) ​ ​ ​ ​ ​ Market approach ​ Origination yield ​ 11.4%-100.1% (14.3%) ​ ​ ​ 30,707,813 ​ PWERM ​ Discount Rate ​ 19.5%-23.8% (20.2%) ​ Warrants (2) ​ 16,803,367 ​ Option pricing model Risk-free interest rate 0.1%-0.8% (0.1%) ​ ​ ​ ​ ​ ​ ​ Average industry volatility 35.0%-72.2% (56.0%) ​ ​ ​ ​ ​ ​ ​ Estimated time to exit 0.3-9.2 (1.5) years ​ ​ ​ ​ ​ ​ ​ ​ Revenue Multiples 0.00x-5.85x (1.92x) ​ ​ ​ 16,205,305 ​ PWERM Discount Rate 21.0%-40.0% (27.9%) ​ ​ ​ ​ ​ ​ ​ ​ Revenue Multiples 0.00x-51.69x (5.62x) ​ Total Level 3 Investments ​ $ 536,309,597 ​ ​ (1) The significant unobservable inputs used in the fair value measurement of the Company’s debt securities are origination yields and discount rates. The origination yield is defined as the initial market price of an investment in a hypothetical market to hypothetical market participants where buyers and sellers are willing participants. The discount rate is related to company-specific characteristics such as underlying investment performance, projected cash flows, and other characteristics of the investment. Significant increases (decreases) in the inputs in isolation may result in a significantly higher (lower) fair value measurement, depending on the materiality of the investment. However, a significantly higher or lower fair value measurement of any of the Company’s portfolio investments may occur regardless of whether there is a significant increase or decrease in the unobservable inputs. (2) The significant unobservable inputs used in the fair value measurement of the Company’s warrant and equity-related securities are inputs used in the OPM, which include industry volatility, risk free interest rate and estimated time to exit. The Equity Allocation model and the Black Scholes model were the main OPMs used during the period ended September 30, 2021 and the year ended December 31, 2020. Probability Weighted Expected Return Models (“PWERM”) and other techniques were used as determined appropriate. Significant increases (decreases) in the inputs in isolation would result in a significantly higher (lower) fair value measurement, depending on the materiality of the investment. However, a significantly higher or lower fair value measurement of any of the Company’s portfolio investments may occur regardless of whether there is a significant increase or decrease in the unobservable inputs. For some investments, additional consideration may be given to data from the last round of financing or merger/acquisition events near the measurement date. ​ Note 9 – Derivative Financial Instruments In the normal course of business, the Company may utilize derivative contracts in connection with its investment activities. Investments in derivative contracts are subject to additional risks that can result in a loss of all or part of an investment. The derivative activities and exposure to derivative contracts primarily involve equity price risks. In addition to the primary underlying risk, additional counterparty risk exists due to the potential inability of counterparties to meet the terms of their contracts. Warrants Warrants provide exposure and potential gains upon equity appreciation of the portfolio company’s equity value. A warrant has a limited life and expires on a certain date. As a warrant’s expiration date approaches, the time value of the warrant will decline. In addition, if the stock underlying the warrant declines in price, the intrinsic value of an “in the money” warrant will decline. Further, if the price of the stock underlying the warrant does not exceed the strike price of the warrant on the expiration date, the warrant will expire worthless. As a result, there is the potential for the entire value of an investment in a warrant to be lost. The Company’s volume of warrant investment activity is closely correlated to its primary senior secured loans to portfolio companies. For the three and nine months ended September 30, 2021, the Company had a net realized gain (loss) of $72,371 and $(418,037), respectively, and a net 39 Table of Contents change in unrealized depreciation of $2,463,752 and $3,076,220, respectively, from its investments in warrants. For the three and nine months ended September 30, 2020, the Company had net realized gains of $2,900 and $1,182,651, respectively, and a net change in unrealized appreciation of $1,796,815 and $3,612,246, respectively, from its investments in warrants. Realized loss from warrants is included in Realized gain (loss) on non-control/non-affiliate investments, including U.S. Treasury Bills on the Statement of Operations. Net change in unrealized appreciaiont/depreciation from investments in warrants is included in Net Change in unrealized appreciation (depreciation) on non-control/non-affiliate investments, including U.S. Treasury Bills. Counterparty risk exists from the potential failure of an issuer of warrants to settle its exercised warrants. The maximum risk of loss from counterparty risk is the fair value of the contracts and the purchase price of the warrants. The Company’s Board of Directors considers the effects of counterparty risk when determining the fair value of its investments in warrants. ​ Note 10 – Credit Facilities On May 31, 2019, the Company entered into a Credit Agreement, as subsequently amended (the “Credit Agreement”) by and among the Company, as borrower, KeyBank National Association, as administrative agent, syndication agent, and a lender, CIBC Bank USA (“CIBC”), as documentation agent and a lender, U.S. Bank National Association, as paying agent, the guarantors from time to time party thereto, and the other lenders from time to time party thereto. The Credit Agreement provides for borrowings up to a maximum aggregate principal amount of $100 million, subject to availability under a borrowing base that is determined by the number and value of eligible loan investments in the collateral, applicable advance rates and concentration limits, and certain cash and cash equivalent holdings of the Company. The Credit Agreement has an accordion feature that allows the Company to increase the aggregate commitments up to $200 million, subject to new or existing lenders agreeing to participate in the increase and other customary conditions. There can be no assurances that existing lenders will agree to such an increase, or that additional lenders will join the credit facility to increase available borrowings. Borrowings under the Credit Agreement bear interest on a per annum basis equal to a three-month adjusted LIBOR rate (with a LIBOR floor of zero), plus an applicable margin rate that varies from 3.00% to 2.50% per annum depending on utilization and other factors. During the availability period, the applicable margin rate (i) is 3.00% per annum for interest periods during which the average utilization is less than 60% and (ii) varies from 3.00% to 2.50% per annum when the average utilization equals or exceeds 60% (with 3.00% applying when the eligible loans in the collateral consist of 9 or fewer unaffiliated obligors, 2.75% applying when the eligible loans consist of between 10 and 29 unaffiliated obligors, and 2.50% applying when the eligible loans consist of 30 or more unaffiliated obligors). During the amortization period, the applicable margin rate will be 3.00%. If certain eurodollar disruption events occur, then borrowings under the Credit Agreement will bear interest on a per annum basis equal to (i) a base rate instead of LIBOR that is set at the higher of (x) the federal funds rate plus 0.50% and (y) the prime rate, plus (ii) the applicable margin rate discussed above. Interest is payable quarterly in arrears. The Company also pays unused commitment fees of 0.50% per annum on the unused lender commitments under the Credit Agreement, as well as a minimum earnings fee of 3.00% that will be payable annually in arrears, starting on May 31, 2021, on the average unused commitments below 60% of the aggregate commitments during the preceding 12-month period. The availability period under the Credit Agreement expires on May 31, 2022 and is followed by a two-year amortization period. The stated maturity date under the Credit Agreement is May 31, 2024. On November 10, 2020, Company entered into an amendment to the Credit Agreement, as well as a corresponding amendment to the fee letter dated May 31, 2019 (collectively, the “November Credit Facility Amendment”). The November Credit Facility Amendment amended the Credit Agreement to, among other things: (i) increase the size of the aggregate commitments under the Credit Facility to $175 million from $100 million; (ii) add MUFG Union Bank, N.A. as a new lender and co-documentation agent under the Credit Agreement; (iii) revise the interest rate margin to be 3.00% for the remaining term of the Credit Facility regardless of the Credit Facility average utilization or the number of unaffiliated obligors on loans in the collateral; (iv) permit the Company to obtain a future subscription line of credit of up to $50 million; (v) revise the LIBOR replacement provisions; (vi) implement a 0.50% LIBOR floor and benchmark replacement rate floor on borrowings under the Credit Agreement; and (vii) revise certain of the borrowing base concentration limits. On December 2, 2020, the Company entered into an amendment (the “December Credit Facility Amendment”) to the Credit Agreement. The December Credit Facility Amendment amended the Credit Agreement to: (i) increase the size of the aggregate commitments under the Credit Facility to $215 million from $175 million; (ii) increase the accordion amount under the Credit Facility 40 Table of Contents from a $200 million maximum aggregate commitment amount to a $300 million maximum aggregate commitment amount; and (iii) add Bank of Hope and First Foundation Bank as new Lenders and Managing Agents under the Credit Agreement. Borrowing under the Credit Facility remains subject to the leverage restrictions contained in the 1940 Act. On June 1, 2021, the Company entered into an amendment (the “June Credit Facility Amendment”) to the Credit Agreement. The June Credit Facility Amendment amended the Credit Agreement to: (i) allow the Company to incur permitted indebtedness without the prior written consent of the Keybank National Association, as administrative agent, subject to the limitations described in the Credit Agreement; (ii) increase the accordion amount under the Credit Agreement from a $300 million maximum aggregate commitment amount to a $350 million maximum aggregate commitment amount; and (iii) amend certain other terms of the Credit Agreement. On August 3, 2021, the Company further amended the fee letter (the “Second Amended and Restated Fee Letter”) to amend the first payment date of the minimum earnings fee, which will be payable annually starting on May 31, 2022. Under the Second Amended and Restated Fee Letter, the Company will also pay a supplemental fee on the 15th calendar day of each month beginning August 16, 2021 and ending July 15, 2022 in an aggregate amount equal to $66,367, which is paid pro rata to the lenders listed in Schedule A of the Second Amended and Restated Fee Letter. The Credit Agreement is secured by a perfected first priority security interest in substantially all of the Company’s assets and portfolio investments. The Credit Agreement contains certain customary covenants and events of default for secured revolving credit facilities of this nature, including, without limitation, maintenance of a tangible net worth as of the last day of each fiscal quarter in excess of the greater of (i) $125 million plus 75% of the net proceeds of sales of equity interests in the Company and (ii) the loan balance of the Company’s four largest obligors; maintenance of an asset coverage ratio as of the last day of each fiscal quarter that equals or exceeds the greater of 150% and the ratio otherwise applicable to the Company under the 1940 Act; maintenance of an interest coverage ratio as of the last day of each fiscal quarter of 2.00 to 1.00; maintenance of a minimum liquidity amount as of the last day of each fiscal quarter; net income not being negative for two consecutive fiscal quarters or any trailing 12-month period; a limitation on incurring additional indebtedness without the prior written consent of the administrative agent (subject to limited exceptions); certain change-of-control events occur at the Company or the Company’s investment adviser; the departure of certain key persons from the Company or the Company’s investment adviser; RGC ceases to be the Company’s investment adviser; maintenance of business-development-company status and regulated-investment-company status; nonpayment; misrepresentation of representations and warranties; breach of covenant; and certain bankruptcy and liquidation events. For the three and nine months ended September 30, 2021, the weighted average outstanding debt balance was $90,673,913 and $86,487,179, respectively, and the weighted average effective interest rate under the Credit Agreement and Credit Facilities was 3.5% and 3.5%, respectively. For the three and nine months ended September 30, 2020, the weighted average outstanding debt balance was $47,657,609 and $18,596,715, respectively, and the weighted average effective interest rate under the Credit Agreement and Credit Facilities was 3.30% and 3.60%, respectively. As of September 30, 2021, the Company had $80,000,000 outstanding under the Credit Agreement with maturity as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Date of ​ ​ ​ ​ ​ Loan Facility ​ Advance ​ Due Date ​ Amount Rate ​ KeyBank National Association Loan Facility ​ 6/30/2020 ​ 5/31/2022 ​ $ 80,000,000 ​ 3.50 % ​ ​ ​ ​ ​ ​ $ 80,000,000 ​ ​ ​ ​ As of December 31, 2020, the Company had $99,000,000 outstanding under the Credit Agreement with maturity as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Date of ​ ​ ​ ​ ​ ​ Loan Facility ​ Advance ​ Due Date ​ Amount Rate KeyBank National Association Loan Facility ​ 6/30/2020 ​ 5/31/2022 ​ $ 99,000,000 ​ 3.22 % ​ ​ ​ ​ ​ ​ $ 99,000,000 ​ ​ ​ ​ 41 Table of Contents ​ Note 11 – Financial Highlights ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended ​ ​ September 30, ​ September 30, ​ September 30, ​ September 30, ​ ​ ​ 2021 ​ 2020 ​ 2021 ​ 2020 ​ ​ ​ (Unaudited) ​ (Unaudited) ​ (Unaudited) ​ (Unaudited) ​ Per Share Data (1) : ​ ​ ​ ​ ​ ​ ​ ​ ​ Net asset value at beginning of period ​ $ 14.61 ​ $ 14.41 ​ $ 14.84 ​ $ 14.58 ​ Net investment income (3) ​ 0.32 ​ 0.35 ​ 1.04 ​ 1.02 Realized gain (loss) ​ 0.02 ​ 0.04 ​ (0.13) ​ (0.20) Change in unrealized appreciation (depreciation) ​ (0.04) ​ 0.01 ​ (0.10) ​ 0.17 Dividends ​ (0.34) ​ (0.36) ​ (1.07) ​ (1.10) Offering costs ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ Accretion (Dilution) (4) ​ 0.03 ​ 0.01 ​ 0.02 ​ (0.01) Net asset value at end of period ​ $ 14.60 ​ $ 14.46 ​ $ 14.60 ​ $ 14.46 ​ Total return based on net asset value (2) ​ (0.07) % 0.35 % (1.62) % (0.82) % Weighted-average shares outstanding for period, basic ​ 33,160,481 ​ 27,271,559 ​ 32,360,107 ​ 26,603,966 ​ Ratio/Supplemental Data: ​ ​ ​ ​ ​ Net assets at end of period ​ $ 504,200,985 ​ $ 397,402,204 ​ $ 504,200,985 ​ $ 397,402,204 ​ Average net assets (5) ​ $ 482,599,112 ​ $ 394,021,686 ​ $ 479,314,523 ​ $ 386,295,481 ​ Annualized ratio of net operating expenses to average net assets (6),(7) ​ 4.82 % 3.48 % 5.18 % 4.34 % Annualized ratio of net increase (decrease) in net assets resulting from operations to average net assets (7) ​ 10.06 % 12.23 % 7.80 % 9.46 % (1) Financial highlights are based on weighted-average shares outstanding. (2) Total return based on net asset value is based upon the change in net asset value per share between the opening and ending net asset values per share in the period. The total returns are not annualized. (3) Return from investment operations was 2.19% and 2.43% for the three months ended September 30, 2021 and 2020, respectively. Return from investment operations was 7.01% and 7.00% for the nine months ended September 30, 2021 and 2020, respectively. Return from investment operations represents returns on net investment income (loss) from operations. (4) Return from accretion was 0.21% and 0.07% for the three months ended September 30, 2021 and 2020, respectively. Return from accretion was 0.13% and (0.06)% for the nine months ended September 30, 2021 and 2020, respectively. (5) The annualized ratio of net investment income to average net assets was 10.48% and 10.83% for the three months ended September 30, 2021 and 2020, respectively. The annualized ratio of net investment income to average net assets was 9.82% and 9.74% for the nine months ended September 30, 2021 and 2020, respectively. (6) The annualized ratio of net operating expenses excluding incentive fees, to average net assets was 4.26% and 3.06% for the three months ended September 30, 2021 and 2020, respectively. The annualized ratio of net operating expenses excluding incentive fees, to average net assets was 3.83% and 3.08% for the nine months ended September 30, 2021 and 2020, respectively (7) Incentive fees are not annualized . ​ Note 12 - Subsequent Events The Company evaluated events subsequent to September 30, 2021 through November 4, 2021. On October 18, 2021, Credit Sesame, Inc. prepaid its outstanding principal balance of $41,047,728. In addition, the Company received cash proceeds of $2,140,678 in conjunction with ETP, prepayment fees, and interest for total proceeds of $43,188,406. 42 Table of Contents On October 19, 2021, the Company entered into an amendment to the Credit Agreement to make certain immaterial clarifications to the terms of the Credit Agreement. On October 25, 2021, the Company closed its IPO, issuing 6,850,000 shares of its common stock at a public offering price of $14.60 per share. Net of underwriting fees, the Company received total net cash proceeds of $94.0 million, before expenses. The Company has granted the underwriters an option to purchase up to an additional 1,027,500 shares of common stock at the public offering price, less the sales load payable by the Company, on or before November 19, 2021. The Company’s common stock began trading on the Nasdaq Global Select Market under the symbol “RWAY” on October 21, 2021. In connection with IPO, the Board approved an amended and restated dividend reinvestment plan (the “New DRIP”), which became effective on October 25, 2021, concurrent with the IPO. Pursuant to the New DRIP, among other changes, with respect to each cash dividend or distribution, the Board reserves the right to either issue new shares of common stock or purchase shares of common stock in the open market for the accounts of Participants (as defined in the New DRIP). If newly issued shares are used to implement the New DRIP, the number of shares to be issued to a shareholder will be determined by dividing the total dollar amount of the distribution payable to such Participant by the market price per share of the Company’s Common Stock at the close of regular trading of the Nasdaq Global Select Market on the Payment Date (as defined in the New DRIP), or if no sale is reported for such day, the average of the reported bid and asked prices. However, if the market price per share on the Payment Date exceeds the most recently computed net asset value per share, the Company will issue shares at the greater of (i) the most recently computed net asset value per share and (ii) 95% of the current market price per share (or such lesser discount to the current market price per share that still exceeds the most recently computed net asset value per share). If shares are purchased in the open market to implement the New DRIP, the number of shares to be issued to a Participant shall be determined by dividing the dollar amount of the distribution payable to such Participant by the weighted average price per share for all shares of common stock purchased by the plan administrator in the open market in connection with the dividend or distribution. On October 26, 2021, the Company funded an investment of $8,775,000 to Marley Spoon AG. On October 28, 2021, the Company declared a dividend of $0.25 per share payable on November 22, 2021 to shareholders of record as of November 8, 2021. ​ ​ 43 Table of Contents