Carlson Capital, L.P. 4
4 · SWK Holdings Corp · Filed Apr 8, 2026
Research Summary
AI-generated summary of this filing
SWK Holdings (SWKH) 10% Owner Carlson Capital Disposes Shares
What Happened
- Carlson Capital, L.P. (reported as a 10% owner) recorded dispositions of SWK Holdings Corp. (SWKH) common stock on April 6, 2026. The Form 4 lists multiple cancellations/ disposals totaling about 34,712,035 SWK shares (all reported at $0.00 per share because the SWK shares were cancelled in the merger).
- Per the merger agreement (footnotes), each SWK share was converted at the Effective Time into either (A) 1.7264 shares of Runway Growth Finance Corp. common stock or (B) $20.59 in cash plus $0.74 in guaranteed cash (total cash per share = $21.33). If all shares elected cash, the aggregate cash consideration would be roughly $740.4 million. This was a merger conversion, not an open‑market sale.
Key Details
- Transaction date: April 6, 2026; Form 4 filed April 8, 2026 (timely filing).
- Reported price on Form 4: $0.00 per share (shares were cancelled/converted under the Merger Agreement).
- Total shares disposed (reported): ~34,712,035 SWK common shares across several reported holdings/entities.
- Conversion terms: 1.7264 Runway shares per SWK share OR $20.59 cash + $0.74 guaranteed cash per SWK share (total $21.33 cash per share).
- Shares outstanding/owned after transaction: SWK common stock was cancelled at the Effective Time; holders received Runway stock and/or cash as described.
- Notable footnotes: transactions arose from the Agreement and Plan of Merger dated Oct 9, 2025; the reported shares were held via various affiliated entities (the Fund, Carlson Capital GP, individuals and trusts) and the reporting persons disclaim beneficial ownership except to the extent of pecuniary interest.
Context
- This is an institutional/10%‑owner disposition effected by the merger — not a managerial open‑market sale by an executive. The Form 4 records the corporate conversion; individual motivations are not implied.
- For retail investors: conversion transactions reflect deal terms (stock or cash consideration). Purchases by insiders are generally more informative about sentiment than corporate merger conversions like this one.
Insider Transaction Report
Form 4Exit
Carlson Capital, L.P.
10% Owner
Transactions
- Other
Common Stock, par value $0.01 per share (the "Common Stock")
[F1][F2][F3]2026-04-06−8,493,088→ 0 total - Other
Common Stock
[F1][F2][F4]2026-04-06−12,287→ 0 total - Other
Common Stock
[F1][F2][F5]2026-04-06−399,567→ 0 total - Other
Common Stock
[F1][F2][F6]2026-04-06−62,106→ 0 total - Other
Common Stock
[F1][F2][F7]2026-04-06−62,106→ 0 total - Other
Common Stock
[F1][F2][F8]2026-04-06−62,106→ 0 total - Other
Common Stock
[F1][F2][F9]2026-04-06−2,506→ 0 total - Other
Common Stock
[F1][F2][F10]2026-04-06−8,493,088→ 0 total(indirect: See footnote) - Other
Common Stock
[F1][F2][F11]2026-04-06−8,493,088→ 0 total(indirect: See footnote) - Other
Common Stock
[F1][F2][F12]2026-04-06−8,632,093→ 0 total(indirect: See footnote)
Footnotes (12)
- [F1]On April 6, 2026, pursuant to the Agreement and Plan of Merger dated as of October 9, 2025 (the "Merger Agreement"), Runway Growth Finance Corp. ("Parent"), RWAY Portfolio Holding Corp., RWAY Portfolio Corp. ("Acquisition Sub"), Runway Growth Capital LLC ("Adviser") and SWK Holdings Corporation ("SWK") effected a merger pursuant to which SWK was merged with and into Acquisition Sub (the "First Merger"). Pursuant to the Merger Agreement, upon completion of the First Merger (the "Effective Time"), each issued and outstanding common stock of SWK ("SWK Common Stock") was cancelled and converted into the right to receive (i) either (A) 1.7264 shares of common stock, par value $0.01 per share, of Parent ("Parent Common Stock" and such consideration,
- [F10]These shares of SWK Common Stock were held by Carlson Capital as the investment manager to the Fund. Carlson Capital disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- [F11]These shares of SWK Common Stock were held by Asgard II as the general partner of Carlson Capital who serves as the investment manager to the Fund. Asgard II disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- [F12]These shares of SWK Common Stock were held by Mr. Clint D. Carlson as the president of Carlson Capital, Carlson Capital GP, The Carlson Foundation, and Asgard II. Mr. Clint D. Carlson is also the Chief Investment Officer of the investment manager of the Fund. Furthermore, immediate family members of Mr. Clint D. Carlson held shares. Each disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- [F2](Continued from footnote 1) the "Per Share Stock Consideration") or (B) $20.59 in cash (the "Per Share Cash Consideration") (in each case, based on the election of the holder thereof in accordance with the terms of the Merger Agreement and subject to proration as provided therein) plus (ii) $0.74 in cash, which represents a pro rata share of the guaranteed cash payment paid by the Adviser (the "Per Share Guaranteed Cash Payment" and collectively with the Per Share Stock Consideration and the Per Share Cash Consideration, the "Total Per Share Consideration").
- [F3]The shares of SWK Common Stock to which this relates were held directly by Double Black Diamond Offshore Ltd., a Cayman Islands exempted company (the "Fund"). Carlson Capital, L.P., a Delaware limited partnership ("Carlson Capital") serves as the investment manager to, and has the power to direct the affairs of, the Fund. Asgard Investment Corp. II, a Delaware corporation ("Asgard II") serves as the general partner of, and has the power to direct the affairs of, Carlson Capital. Mr. Clint D. Carlson, a U.S. citizen, serves as the president of, and has the power to direct the affairs of, Asgard II, Carlson Capital, and any of its affiliated entities and related parties ("Mr. Clint D. Carlson"). Each of the reporting persons disclaims beneficial ownership of the securities to which this Form 4 relates for the purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, except as to such extent of the reporting person's pecuniary interest in the securities.
- [F4]These shares of SWK Common Stock were held directly by Carlson Capital GP, L.P., an affiliated entity to Carlson Capital. Carlson Capital GP, L.P. disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.
- [F5]These shares of SWK Common Stock were held directly by Mr. Clint D. Carlson. Mr. Clint D. Carlson disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- [F6]These shares of SWK Common Stock were held directly by Lewis Carlson, an individual who works at Carlson Capital. Lewis Carlson disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- [F7]These shares of SWK Common Stock were held directly by Owen Augustus Carlson 1997 A Trust, a related party to Carlson Capital. Owen Augustus Carlson 1997 A Trust disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.
- [F8]These shares of SWK Common Stock were held directly by Julian Orlando Carlson 1997 A Trust, a related party to Carlson Capital. Julian Orlando Carlson 1997 A Trust disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.
- [F9]These shares of SWK Common Stock were held directly by The Carlson Foundation, an affiliated entity to Carlson Capital. The Carlson Foundation disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.