Item 1.01. Entry into a Material Definitive Agreement.

On July 28, 2022, in connection with a previously announced public offering,
Runway Growth Finance Corp. (the “Company”) and U.S. Bank Trust Company,
National Association
, as trustee (the “Trustee”), entered into the First
Supplemental Indenture (the “First Supplemental Indenture”) to the Indenture,
dated July 28, 2022, between the Company and the Trustee (together with the
First Supplemental Indenture, the “Indenture”). The First Supplemental Indenture
relates to the Company’s issuance, offer and sale of $80.5 million in aggregate
principal amount of its 7.50% Notes due 2027 (the “Notes”).

The Notes will mature on July 28, 2027, unless previously redeemed or
repurchased in accordance with their terms. The interest rate of the Notes is
7.50% per year and will be paid quarterly in arrears on March 1, June 1,
September 1 and December 1 of each year, commencing September 1, 2022. The Notes
are the Company’s direct unsecured obligations and rank pari passu with the
Company’s existing and future unsecured, unsubordinated indebtedness, including
the Company’s 4.25% Series 2021A Notes due 2026 (the “2026 Notes”); senior to
any of the Company’s future indebtedness that expressly provides it is
subordinated to the Notes; effectively subordinated to all of the Company’s
existing and future secured indebtedness (including indebtedness that is
initially unsecured to which the Company subsequently grants security), to the
extent of the value of the assets securing such indebtedness, including, without
limitation, borrowings under the Company’s Credit Agreement with KeyBank
National Association
(the “Credit Facility”); and structurally subordinated to
all existing and future indebtedness and other obligations of any of the
Company’s existing or future subsidiaries, financing vehicles or similar
facilities, including the Credit Facility.

The Notes may be redeemed in whole or in part at any time or from time to time
at our option on or after July 28, 2024, upon not less than 30 days nor more
than 60 days written notice by mail prior to the date fixed for redemption
thereof, at a redemption price of $25 per Note plus accrued and unpaid interest
payments otherwise payable for the then-current quarterly interest period
accrued to the date fixed for redemption.

The Indenture contains certain covenants, including covenants requiring the
Company to comply with Section 18(a)(1)(A) as modified by Section 61(a)(2) of
the Investment Company Act of 1940, as amended (the “1940 Act”), or any
successor provisions, and to provide financial information to the holders of the
Notes and the Trustee if the Company should no longer be subject to the
reporting requirements under the Securities Exchange Act of 1934, as amended.
These covenants are subject to important limitations and exceptions that are set
forth in the Indenture.

The Notes were offered and sold in an offering registered under the Securities
Act of 1933, as amended, pursuant to the Company’s registration statement
on Form N-2 (Registration No. 333-262146) previously filed with the Securities
and Exchange Commission
, as supplemented by a preliminary prospectus
supplement dated July 21, 2022 and a final prospectus supplement dated July 21,
2022
. This Current Report on Form 8-K shall not constitute an offer to sell or a
solicitation of an offer to buy any securities, nor shall there be any sale of
these securities in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or other jurisdiction. The
transaction closed on July 28, 2022.

The Company intends to use the net proceeds from this offering to repay
outstanding indebtedness under the Credit Facility. However, through
re-borrowing of the initial repayments under the Credit Facility, the Company
intends to use the net proceeds from this offering to make investments in
accordance with its investment objective and strategies described in the
prospectus supplement and the accompanying prospectus, to pay operating expenses
and other cash obligations, and for general corporate purposes.

The foregoing descriptions of the First Supplemental Indenture and the Notes do
not purport to be complete and are qualified in their entirety by reference to
the full text of the First Supplemental Indenture and the form of global note
representing the Notes, respectively, each filed or incorporated by reference as
exhibits hereto and incorporated by reference herein.

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

The information set forth under Item 1.01 of this Form 8-K is incorporated
herein by reference.

Item 9.01. Financial Statements and Exhibits



(d) Exhibits.



Exhibit
 Number                                  Description

  4.1        Indenture, dated July 28, 2022, by and between Runway Growth Finance
           Corp. and U.S. Bank Trust Company, National Association, as trustee
  4.2        First Supplemental Indenture, dated July 28, 2022, between Runway
           Growth Finance Corp. and U.S. Bank Trust Company, National Association,
           as trustee
  4.3        Form of Global Note (included in Exhibit 4.2 hereto)
  5.1        Opinion of Dechert LLP
  23.1       Consent of Dechert LLP (included in Exhibit 5.1 hereto)

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