Filed Pursuant to Rule 433
Issuer Free Writing Prospectus dated May 27, 2026
Relating to Prospectus dated March 19, 2025
Registration No. 333-284781
Runway Growth Finance Corp.
$50,000,000
7.00% Notes Due 2029
Pricing Term Sheet
May 27, 2026
The following sets forth the final terms of the 7.00% Notes due 2029 (the “Notes”) and should only be read together with the prospectus dated March 19, 2025, relating to these securities. All references to dollar amounts are references to U.S. dollars.
| Issuer: | Runway Growth Finance Corp. (the “Company”) |
| Title of the Securities: | 7.00% Notes due 2029 |
| Aggregate Principal Amount Being Offered: | $50,000,000 |
| Issue Price: | 98.859% |
| Principal Payable at Maturity: | 100% of the aggregate principal amount. |
| Type of Note: | Fixed-rate note |
| No Established Trading Market: | The Company does not intend to list the Notes on any securities exchange or automated dealer quotation system. We cannot assure you that a liquid market for the Notes will develop or be maintained. |
| Stated Maturity Date: | December 1, 2029 |
| Interest Rate: | 7.00% per year, payable semi-annually in arrears |
| Underwriting Discount: | 1.50% |
| Net Proceeds to the Issuer, before Expenses: | 97.359% |
| Day Count Basis: | 360-day year of twelve 30-day months |
| Trade Date: | May 27, 2026 |
| Settlement Date:** | May 29, 2026 (T+2) |
| Date Interest Starts Accruing: | May 29, 2026 |
| Interest Payment Dates: | June 1 and December 1 of each year, commencing on December 1, 2026. If an interest payment date falls on a non-business day, the applicable interest payment will be made on the next business day and no additional interest will accrue as a result of such delayed payment. |
| Interest Periods: | The initial interest period will be the period from and including May 29, 2026, to, but excluding, the initial interest payment date, and the subsequent interest periods will be the periods from and including an interest payment date to, but excluding, the next interest payment date or the stated maturity date, as the case may be. |
| Specified Currency: | U.S. Dollars |
| Denominations: | The Company will issue the Notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof. |
| Business Day: | Each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York City or the place of payment are authorized or required by law or executive order to close. |
| Optional Redemption: |
Prior to June 1, 2029 (six months prior to the maturity date of the Notes) (the “Par Call Date”), the Company may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis at the Treasury Rate plus 50 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon, but not including the redemption date.
On or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest, if any, to but excluding, the redemption date. |
| Offer to Purchase upon a Change of Control Repurchase Event: | If a Change of Control Repurchase Event occurs prior to maturity, unless the Company has exercised its right to redeem the Notes in full, holders will have the right, at their option, to require the Company to repurchase for cash some or all of the Notes at a repurchase price equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but not including, the repurchase date. |
| Use of Proceeds | The Company intends to use the net proceeds from this offering to repay indebtedness, including the repayment of its Credit Facility and for the Company’s general corporate purposes. |
| CUSIP/ISIN | 78163D AB6 / US78163DAB64 |
| Sole Book-Running Manager: | Oppenheimer & Co. Inc. |
| Co-Manager: | BC Partners Securities, LLC |
| Trustee, Paying Agent and Security Registrar: | U.S. Bank Trust Company, National Association |
| * | A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
| ** | Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on any date prior to the business day before delivery thereof will be required, by virtue of the fact that the Notes initially will settle T+2, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade should consult their own advisor prior to the closing. |
Investors are advised to carefully consider the investment objectives, risks, charges and expenses of the Company before investing.
This pricing term sheet is not an offer to sell or the solicitation of offers to buy, nor will there be any sale of the Notes referred to in this pricing term sheet, in any jurisdiction where such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such jurisdiction.
A shelf registration statement (including a prospectus) relating to these securities is on file with, and has been declared effective by, the SEC. Before you invest, you should read the prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may obtain these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, the Company, the underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it from Oppenheimer & Co. Inc., 85 Broad Street, 23rd Floor, New York, NY 10004 or by calling (800) 966 1559.