Washington, D.C. 20549




Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934


Filed by the Registrant x


Filed by a Party other than the Registrant ¨


Check the appropriate box:
¨ Preliminary Proxy Statement
¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨ Definitive Proxy Statement
x Definitive Additional Materials
¨ Soliciting Material under §240.14a-12


Runway Growth Finance Corp.

(Name of Registrant as Specified in Its Charter)



(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)


x No fee required.
¨ Fee paid previously with preliminary materials.
¨ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11





2. To ratify the selection of RSM US LLP to serve as the Company’s independent regis - tered public accounting firm for the fiscal year ending December 31, 2023. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS AND "FOR" PROPOSAL 2. 1 . The election of the following two persons, including one director to serve for a term of three years, and until his successor is duly elected and qualified, and one director to serve for the remainder of the Class II director term until the Company's 2024 annual meeting of stockholders, and until his successor is duly elected and qualified . NOMINEES: Gary Kovacs John F. Engel This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. If you want to receive a paper or e - mail copy of the proxy materials you must request one. There is no charge to you for requesting a copy. To facilitate timely delivery please make the request as instructed below before 6/1/2023. Please visit http://www.astproxyportal.com/ast/22600, where the following materials are available for view: • Notice of Annual Meeting of Stockholders • Proxy Statement • Form of Electronic Proxy Card • Annual Report TO REQUEST MATERIAL: TELEPHONE: 888 - Proxy - NA (888 - 776 - 9962) 718 - 921 - 8562 (for international callers) E - MAIL: info@astfinancial.com WEBSITE: https://us.astfinancial.com/OnlineProxyVoting/ProxyVoting/RequestMaterials ONLINE : To access your online proxy card, please visit www . voteproxy . com and follow the on - screen instructions or scan the QR code with your smartphone . You may enter your voting instructions at www . voteproxy . com up until 11 : 59 PM Eastern Time the day before the cut - off or meeting date . IN PERSON : You may vote your shares in person by attending the Annual Meeting . MAIL : You may request a card by following the instructions above . TO VOTE: COMPANY NUMBER ACCOUNT NUMBER CONTROL NUMBER Please note that you cannot use this notice to vote by mail. Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting of RUNWAY GROWTH FINANCE CORP. To Be Held On: June 15, 2023 at 10:00 a.m. CT