Runway Growth Finance Corp. 8-K

What Happened

• Runway Growth Finance Corp. (RWAY) announced the closing of its previously announced acquisition of SWK Holdings Corporation (SWK) on April 6, 2026, pursuant to the merger agreement dated October 9, 2025. The transaction was implemented through a series of three mergers, with RWAY as the surviving company.
• As part of the merger consideration, RWAY issued approximately 6,330,640 shares of its common stock to former SWK stockholders. Each share of SWK common stock was converted into either (A) 1.7264 shares of RWAY common stock or (B) $20.59 in cash (holder election subject to proration), plus a $0.74 cash payment representing a pro rata guaranteed cash payment. No fractional shares were issued; fractional share value will be paid in cash.
• RWAY also entered into a Third Supplemental Indenture with Wilmington Trust, N.A., effective at closing, under which RWAY expressly assumed SWK’s obligations on $30,000,000 aggregate principal amount of SWK’s 9.00% Senior Notes due 2027.

Key Details

• Closing date: April 6, 2026; Merger Agreement dated October 9, 2025.
• Shares issued to former SWK stockholders: ~6,330,640 shares of RWAY common stock.
• Exchange mechanics: 1.7264 RWAY shares per SWK share or $20.59 cash election, plus $0.74 cash guaranteed payment.
• Debt assumed: $30,000,000 principal of 9.00% Senior Notes due 2027; assumption effected by a Third Supplemental Indenture with Wilmington Trust.
• RWAY furnished a press release on April 7, 2026 with the merger completion, an update on the adviser’s investment team, and portfolio activity for the quarter ended March 31, 2026.

Why It Matters

• The acquisition enlarges RWAY’s business and shareholder base by issuing roughly 6.33 million new shares to SWK holders, which will increase RWAY’s outstanding share count and dilute existing ownership proportionally.
• RWAY’s assumption of $30M of 9.00% notes adds a fixed-interest liability due in 2027; investors should note the added interest expense and near-term debt maturity when assessing leverage and liquidity.
• The press release and adviser/team update (April 7, 2026) provide additional context on portfolio activity and the adviser’s staffing that may affect management execution going forward.