Runway Growth Finance Corp. Files 8-K

TL;DR

RWGF filed an 8-K on 10/10/25, expect updates.

AI Summary

On October 10, 2025, Runway Growth Finance Corp. filed an 8-K report detailing a material definitive agreement and financial statements. The company, incorporated in Maryland with its principal executive offices in Chicago, Illinois, has a history of name changes, previously being known as Runway Growth Credit Fund Inc. and GSV Growth Credit Fund Inc.

Why It Matters

This filing indicates significant corporate actions or financial updates from Runway Growth Finance Corp., which could impact investors and the company's market position.

Risk Assessment

Risk Level: low — The filing is a standard 8-K current report, typically used for routine corporate disclosures, and does not inherently signal significant financial distress or major negative events.

Key Numbers

• 475049745 — IRS Employer Identification No. (Company identification number)
• 814-01180 — SEC File Number (Company's SEC filing identifier)

Key Players & Entities

• Runway Growth Finance Corp. (company) — Registrant
• Maryland (jurisdiction) — State of Incorporation
• Chicago, Illinois (location) — Business Address
• Runway Growth Credit Fund Inc. (company) — Former Company Name
• GSV Growth Credit Fund Inc. (company) — Former Company Name

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share RWAY Nasdaq Global Select
• $0.001 — , each share of common stock, par value $0.001 per share, of SWK ("SWK Common Stock")
• $9,000,000 — e Adviser, equal to the quotient of (i) $9,000,000 divided by (ii) the number of shares of
• $5,000,000 — s of the Merger Agreement) is more than $5,000,000 less than SWK's good faith determinatio

Filing Documents

• rway-20251010.htm (8-K) — 88KB
• rway-ex2_1.htm (EX-2.1) — 1153KB
• rway-ex2_2.htm (EX-2.2) — 97KB
• 0001193125-25-236260.txt ( ) — 1652KB
• rway-20251010.xsd (EX-101.SCH) — 49KB
• rway-20251010_htm.xml (XML) — 8KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Agreement and Plan of Merger On October 9, 2025, Runway Growth Finance Corp., a Maryland corporation ("RWAY"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with RWAY Portfolio Holding Corp., a Delaware corporation and a direct wholly-owned subsidiary of RWAY ("Intermediary Sub"), RWAY Portfolio Corp., a Delaware corporation and a direct wholly-owned subsidiary of Intermediary Sub ("Acquisition Sub"), Runway Growth Capital LLC, a Delaware limited liability company (the "Adviser") and SWK Holdings Corporation, a Delaware corporation ("SWK"). The Merger Agreement provides that, subject to the conditions set forth in the Merger Agreement, Acquisition Sub will merge with and into SWK, with SWK continuing as the surviving company and as a wholly-owned subsidiary of Intermediary Sub, or, in the alternative, SWK will merge with and into Acquisition Sub, with Acquisition Sub continuing as the surviving company and as a wholly-owned subsidiary of Intermediary Sub (in either case, the "First Merger"). Immediately after the effectiveness of the First Merger, SWK or Acquisition Sub, as applicable, will merge with and into Intermediary Sub (the "Second Merger"), with Intermediary Sub continuing as the surviving company and as a wholly-owned subsidiary of RWAY. Immediately after the effectiveness of the Second Merger, Intermediary Sub will merge with and into RWAY (the "Third Merger" and together with the First Merger and the Second Merger, the "Mergers"), with RWAY continuing as the surviving corporation. The respective board of directors of each of RWAY (the "RWAY Board") and SWK, has approved, among other things, the Merger Agreement and the transactions contemplated thereby (the "Transactions"). Merger Consideration

Forward Looking Statements

Forward Looking Statements Some of the statements in this document constitute forward-looking statements because they relate to future events, future performance or financial condition. The forward-looking statements may include statements as to future operating results of RWAY and SWK, and distribution projections; business prospects of RWAY and SWK, and the prospects of their portfolio companies; and the impact of the investments that RWAY and SWK expect to make. In addition, words such as "anticipate," "believe," "expect," "seek," "plan," "should," "estimate," "project" and "intend" indicate forward-looking statements, although not all forward-looking statements include these words. The forward-looking statements contained in this document involve risks and uncertainties. Certain factors could cause actual results and conditions to differ materially from those projected, including the uncertainties associated with (i) the ability of the parties to consummate the Mergers on the expected timeline, or at all; (ii) the expected synergies and savings associated with the Mergers; (iii) the ability to realize the anticipated benefits of the Mergers, including the expected elimination of certain expenses and costs due to the Mergers; (iv) the percentage of SWK stockholders voting in favor of the applicable Proposal (as defined below) submitted for their approval; (v) the possibility that competing offers or acquisition proposals will be made; (vi) the possibility that any or all of the various conditions to the consummation of the Mergers may not be satisfied or waived; (vii) risks related to diverting management's attention from ongoing business operations; (viii) the combined company's plans, expectations, objectives and intentions, as a result of the Mergers; (ix) any potential termination of the Merger Agreement; (x) the future operating results and net investment income projections of RWAY, SWK or, following the closing of the Mergers, the combined company; (xi) t

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit Number Description 2.1 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. 2.2 Key Stockholder Agreement by and among Runway Growth Finance Corp., Black Diamond Offshore Ltd. and Double Black Diamond Offshore Ltd., dated as of October 9, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Runway Growth Finance Corp. Date: October 10, 2025 By: /s/ Thomas B. Raterman Chief Operating Officer, Chief Financial Officer, Treasurer, and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR