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Get filing alertsRunway Growth Finance closes SWK Holdings acquisition, issuing 6.3M shares and assuming $30M debt
Filed April 7, 2026 · Period ending April 7, 2026 · ~1 min read
Key Changes
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Completed acquisition of SWK Holdings on April 6, 2026, issuing approximately 6.3 million new shares to former SWK stockholders, diluting existing shareholders. SWK holders received either 1.7264 Runway shares or $20.59 cash per share, plus $0.74 guaranteed cash payment.
Item 1.01: Merger Agreement view on EDGAR → -
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Assumed $30 million of SWK's 9.00% Senior Notes due 2027, increasing Runway's debt obligations and interest expense. The company is now responsible for all principal, interest, and covenant compliance on these notes through maturity.
Item 2.03: Debt Assumption verify on EDGAR → -
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Announced updates to investment advisor's team and disclosed Q1 2026 portfolio activity alongside merger completion. Details provided in separate press release issued April 7, 2026.
Item 8.01: Press Release view on EDGAR →
Summary
Runway Growth Finance completed its acquisition of SWK Holdings Corporation on April 6, 2026, a deal first announced in October 2025. The transaction significantly expands Runway's portfolio but comes with meaningful shareholder dilution—approximately 6.3 million new shares were issued to former SWK stockholders.
Additionally, Runway assumed $30 million in 9.00% senior notes maturing in 2027, adding to its debt burden and increasing annual interest costs. For existing Runway shareholders, the key question is whether the acquired SWK portfolio generates sufficient returns to offset the dilution and higher interest expense. The company also announced changes to its investment advisor's team, which could signal strategic shifts in portfolio management approach. Monitor upcoming quarterly reports for integration progress, portfolio performance metrics, and any changes in dividend coverage ratios as the combined entity begins operating.
Section-by-Section Diff
Event · Item 2.01 — Completion of Acquisition or Disposition of Assets
Item 2.01 — Completion of Acquisition or Disposition of Assets filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On April 6, 2026, Runway Growth Finance Corp., a Maryland corporation (the “Company”), completed its previously announced acquisition of SWK Holdings Corporation, a Delaware corporation (“SWK”), pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 9, 2025
The company closed its acquisition of SWK Holdings Corporation on April 6, 2026, through a three-step merger process. This transaction was previously announced in October 2025 and has now been completed.
Added in current filing · verify on EDGAR →
the Company issued an aggregate of approximately 6,330,640 shares of its common stock to SWK’s former stockholders.
Runway issued approximately 6.3 million new shares to former SWK stockholders as part of the merger consideration. This represents dilution to existing Runway shareholders, though the magnitude depends on Runway's pre-merger share count.
Event · Item 2.03 — Creation of a Direct Financial Obligation
Item 2.03 — Creation of a Direct Financial Obligation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
Pursuant to the Third Supplemental Indenture, the Company expressly assumed the obligations of SWK for the due and punctual payment of the principal of, and premium, if any, and interest on all the 2027 Notes, and the due and punctual performance and observance of all of the covenants and conditions of the indenture, dated October 3, 2023 (the “Base Indenture”), by and between SWK and the Trustee, as amended by the First Supplemental Indenture, dated as of October 3, 2023 and the Second Supplemental Indenture, dated as of April 6, 2026.
The company formally assumed all payment obligations and covenant compliance requirements associated with the 2027 Notes under the supplemental indenture. This includes principal, interest, any premiums, and adherence to all terms in the base indenture and its amendments. Wilmington Trust serves as trustee for these obligations.
Event · Item 7.01 — Regulation FD Disclosure
Item 7.01 — Regulation FD Disclosure filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On April 7, 2026, the Company issued a press release announcing the completion of the Mergers, an update on the Advisor's investment team and the Company's portfolio activity for the quarter ended March 31, 2026.
The company disclosed that it has completed previously announced mergers and provided updates on its investment advisor's team composition and portfolio activity for the first quarter of 2026. The actual details of these events are contained in the attached press release (Exhibit 99.1), which is furnished but not filed with the SEC.
Event · Item 9.01 — Financial Statements and Exhibits
Runway Growth Finance Corp. completed merger with SWK Holdings Corporation, assuming SWK's 9.00% Senior Notes due 2027.
Added in current filing · verify on EDGAR →
Agreement and Plan of Merger, by and among Runway Growth Finance Corp., RWAY Portfolio Holding Corp., RWAY Portfolio Corp., Runway Growth Capital LLC and SWK Holdings Corporation, dated as of October 9, 2025
Runway Growth Finance Corp. has completed its merger with SWK Holdings Corporation under an agreement originally dated October 9, 2025. The 8-K references pro forma financial information and financial statements of the acquired fund, indicating the transaction has closed. This is a significant corporate event that consolidates two entities and their respective portfolios.
Added in current filing · verify on EDGAR →
Third Supplemental Indenture, by and between Runway Growth Finance Corp and Wilmington Trust, National Association, dated as of April 6, 2026
Runway Growth Finance Corp. has assumed SWK's existing debt obligations through a Third Supplemental Indenture dated April 6, 2026. The referenced indentures show SWK had issued 9.00% Senior Notes due 2027. This debt assumption increases Runway's leverage and interest obligations, which will impact future cash flows and financial flexibility.
Added in current filing · verify on EDGAR →
The unaudited pro forma consolidated financial information of the Company and of SWK for the year ended December 31, 2025 was previously included in Supplement No. 1, dated March 24, 2026, to the Company’s Joint Proxy Statement/Prospectus, dated March 3, 2026
Pro forma consolidated financial information for the combined entity covering the year ended December 31, 2025 was previously disclosed in proxy materials. This information shows investors what the merged company's financials would have looked like on a combined basis, helping assess the economic impact of the transaction.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 3, 2026 · How we verify