Form 4: Oaktree Affiliate Sells 1.25M Runway Growth Shares

OCM Growth Holdings LLC, an Oaktree affiliate and 10% owner, reported the sale of 1.25 million shares of Runway Growth Finance Corp. common stock at $9.05 per share on November 17, 2025, under a Rule 10b5-1 plan.

Summary

• OCM Growth Holdings LLC, a 10% owner and director of Runway Growth Finance Corp. (RWAY), sold 1,250,000 shares of common stock.
• The transaction occurred on November 17, 2025, at a price of $9.05 per share.
• Following this sale, OCM Growth Holdings LLC beneficially owns 7,029,668 shares.
• The sale was made pursuant to a Rule 10b5-1(c) pre-arranged trading plan.
• Oaktree Capital Holdings, LLC and Oaktree Capital Group Holdings GP, LLC are also reporting persons due to their indirect management and ownership interests in OCM Growth Holdings LLC.

Sentiment

Score: 4

Explanation: A significant completed sale by a 10% owner and director, even under a Rule 10b5-1 plan, reduces insider ownership. While the 10b5-1 plan suggests a structured approach rather than a reactive decision, the sheer volume of shares sold could be interpreted as a move to diversify or reduce exposure, which is generally not a strong positive signal for investors.

Positives

• The transaction was part of a pre-arranged Rule 10b5-1(c) trading plan, indicating a structured approach to managing equity holdings rather than a reactive, discretionary sale.

Negatives

• A significant reduction in beneficial ownership by a 10% owner and director, with 1,250,000 shares sold.
• The sale price of $9.05 per share represents a specific valuation point for a large block of shares.

Future Outlook

This Form 4 filing reports a completed transaction by a significant insider and does not contain forward-looking statements or guidance regarding the company's operational or financial performance.

Management Comments

• Reporting Persons disclaim beneficial ownership of all equity securities reported herein except to the extent of their respective pecuniary interest.
• OCGH GP Members (Howard S. Marks, Bruce A. Karsh, Sheldon M. Stone, John B. Frank) expressly disclaim beneficial ownership of the Common Stock.

Industry Context

This insider transaction by a significant shareholder and director is a routine disclosure for public companies. While large insider sales can sometimes signal a lack of confidence, the execution under a Rule 10b5-1 plan suggests a pre-planned liquidity event rather than a reaction to recent company performance or industry trends. Runway Growth Finance Corp. operates as a business development company (BDC), and such entities often see portfolio adjustments by large institutional investors.

Related Party Transactions

• OCM Growth Holdings LLC, an affiliate of Oaktree Capital Management and a 10% owner and director of Runway Growth Finance Corp., sold shares.
• Oaktree Capital Holdings, LLC and Oaktree Capital Group Holdings GP, LLC are also reporting persons due to their indirect relationship with OCM Growth Holdings LLC.

Stakeholder Impact

• Shareholders: The reported sale by a significant insider could lead to increased supply of shares in the market and potentially influence short-term price movements. It also reduces the alignment of interests between this specific insider and other shareholders.
• Company: The transaction itself does not directly impact the company's operations or financial health, but it reflects a decision by a key investor.

Key Dates

Recommendation

While a large insider sale, even under a 10b5-1 plan, can be a yellow flag, the pre-arranged nature mitigates immediate concerns about company-specific negative news. The transaction itself doesn't provide new fundamental information about Runway Growth Finance Corp.'s operations or future prospects. Investors should hold and monitor future filings and company performance for more definitive signals.

Keywords

Runway Growth Finance Corp., RWAY, OCM Growth Holdings, Oaktree Capital, Insider Sale, Form 4, Beneficial Ownership, 10b5-1 Plan, Equity Sale