SWK Holdings Corp. Files 8-K with Material Agreements and Officer Changes

TL;DR

SWK Holdings Corp. filed an 8-K on 4/6/26 detailing material agreements, asset changes, and officer/director updates.

AI Summary

On April 6, 2026, SWK Holdings Corp. filed an 8-K report detailing several material events. These include the entry into and termination of material definitive agreements, completion of asset acquisitions or dispositions, and potential changes in control or delisting notices. The filing also addresses departures or elections of directors and officers, as well as amendments to corporate documents.

Why It Matters

This 8-K filing indicates significant corporate actions and potential shifts in the company's structure or operations, which could impact its stock performance and investor confidence.

Risk Assessment

Risk Level: medium — The filing covers a broad range of material events, including potential delisting and changes in control, which introduce a moderate level of uncertainty.

Key Players & Entities

• SWK Holdings Corp. (company) — Filer of the 8-K report
• 0001089907 (company) — CIK number for SWK Holdings Corp.
• 2026-04-06 (date) — Filing date and period of report

FAQ

Key Financial Figures

• $0.001 — registered Common Stock, par value $0.001 per share SWKH The Nasdaq Stock Mark
• $0.01 — .7264 shares of common stock, par value $0.01 per share, of RWAY ("RWAY Common Stock"
• $20.59 — "Per Share Stock Consideration") or (B) $20.59 in cash (the "Per Share Cash Considerat
• $0.74 — roration as provided therein) plus (ii) $0.74 in cash, which represents a pro rata sh
• $173,539,245.32 — 40 shares of RWAY Common Stock and paid $173,539,245.32 in cash (the "Aggregate Cash Considerat
• $30.0 million — nture"), under which the Company issued $30.0 million aggregate principal amount of its 9.00%
• $244,352,684.96 — doubt, the Guaranteed Cash Payment) was $244,352,684.96 (the "Proposed Cash Consideration"), wh

Filing Documents

• e26171_swkh-8k.htm (8-K) — 47KB
• e26171_ex4-3.htm (EX-4.3) — 29KB
• 0001552781-26-000198.txt ( ) — 294KB
• swkh-20260406.xsd (EX-101.SCH) — 4KB
• swkh-20260406_def.xml (EX-101.DEF) — 26KB
• swkh-20260406_lab.xml (EX-101.LAB) — 36KB
• swkh-20260406_pre.xml (EX-101.PRE) — 25KB
• e26171_swkh-8k_htm.xml (XML) — 5KB

01

Item 1.01 Entry into a Material Definitive Agreement. In connection with the Mergers, on April 6, 2026, the Company entered into the Second Supplemental Indenture (the "Second Supplemental Indenture"), between the Company and Wilmington Trust, National Association, as trustee (the "Trustee"), to the Indenture, dated as of October 3, 2023, between the Company and the Trustee (as amended and supplemented by the First Supplemental Indenture, dated as of October 3, 2023, the "Base Indenture"), under which the Company issued $30.0 million aggregate principal amount of its 9.00% Senior Notes due 2027 (the "2027 Notes"). The Second Supplemental Indenture amended the Base Indenture to, among other things, add certain restrictive covenants and an additional event of default to comply with applicable requirements under the Investment Company Act of 1940, as amended, in connection with the acquisition of the Company by RWAY. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Base Indenture, First Supplemental Indenture, Second Supplemental Indenture and 2027 Notes, a copy of each of which is filed herewith as Exhibits 4.1, 4.2, 4.3 and 4.4, respectively, and is incorporated herein by reference.

02

Item 1.02 Termination of a Material Definitive Agreement. First Horizon Bank Credit Facility In connection with the consummation of the Mergers, on April 6, 2026, the Company and its subsidiaries terminated all outstanding lender commitments, under that certain Credit Agreement, dated June 28, 2023, by and among the Company, SWK Funding LLC, a Delaware limited liability company and First Horizon Bank (as amended, modified or otherwise supplemented from time to time, the "Credit Agreement"). In connection with the termination of the Credit Agreement, on April 6, 2026, all outstanding obligations for principal, interest and fees under the Credit Agreement were paid off in full, and all liens securing such obligations permitted by the Credit Agreement to be secured by such liens and guarantees of such obligations were released.

01

Item 2.01 Completion of Acquisition or Disposition of Assets. Merger Consideration The information set forth under the heading "Introductory Note" is incorporated herein by reference. As previously disclosed, holders of Company Common Stock had the right to elect to receive for each share of Company Common Stock they held the Per Share Cash Consideration instead of the Per Share Stock Consideration (an "Election", each such electing share, an "Electing Share" and each non-electing share, a "Non-Electing Share") . Any record holder of shares of Company Common Stock who did not validly make an Election in respect of any of their shares (such holder, a "Non-Election Holder") was deemed to have made an Election with respect to a percentage of the total shares of Company Common Stock held by such Non-Election Holder equal to a number, the numerator of which will be the Aggregate Cash Consideration (as defined and calculated in accordance with the Merger Agreement), and the denominator of which will be the Closing Company Net Asset Value (as defined and calculated in accordance with the Merger Agreement). After giving effect to the Elections, the aggregate amount of cash (excluding, for the avoidance of doubt, cash in lieu of fractional shares) to be paid by RWAY in the First Merger (excluding, for the avoidance of doubt, the Guaranteed Cash Payment) was $244,352,684.96 (the "Proposed Cash Consideration"), which exceeded the Aggregate Cash Consideration, and therefore the number of Electing Shares was reduced (without any action on the part of any holder of Company Common Stock) by converting 3,439,429 Electing Shares into Non-Electing shares such that the Proposed Cash Consideration was equal to the Aggregate Cash Consideration (determined on a whole-share basis). Any such reduction in the number of Electing Shares was applied among all stockholders, pro rata based on the aggregate number of Electing Shares held by each such stockholder in proportion to the total n

01

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. On April 6 2026, in connection with the consummation of the Mergers, the Company notified The Nasdaq Stock Market LLC ("Nasdaq") that the Mergers had been consummated and requested that the trading of the Company Common Stock on Nasdaq be suspended prior to market open on April 6, 2026 and that the listing of the shares of the Company Common Stock on Nasdaq be withdrawn. In addition, the Company requested that Nasdaq file with the SEC a notification on Form 25 to report the delisting of the shares of the Company Common Stock from Nasdaq and to deregister the shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company intends to file with the SEC a Form 15 suspending the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act pursuant to Section 12(g) of the Exchange Act.

03

Item 3.03. Material Modification to Rights of Security Holders. The information set forth in the Introductory Note, Item 2.01 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference. As of the Effective Time , holders of the Company Common Stock immediately prior to the Effective Time ceased to have any rights as common stockholders of the Company (other than the right to receive the merger consideration or as provided by law).

01

Item 5.01. Changes in Control of Registrant. Upon the Effective Time , a change in control of the Company occurred, and the Company became a wholly-owned subsidiary of RWAY. The information set forth in the Introductory Note, Item 3.03 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

02

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Pursuant to the Merger Agreement, as of the Effective Time, (i) each of the officers and directors of the Company ceased to be officers and directors of the Company and (ii) the officers and directors of Acquisition Sub, each as of immediately prior to the Effective Time, became the directors and officers of the Company. The information set forth in the Introductory Note is incorporated herein by reference.

03

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. In connection with the completion of the First Merger and pursuant to the Merger Agreement, (a) at the Effective Time, the certificate of incorporation and bylaws of Acquisition Sub, as in effect immediately prior to the Effective Time , continued to be the certificate of incorporation and bylaws of Acquisition Sub, as the surviving corporation in the First Merger, (b) at the effective time of the Second Merger (the "Second Effective Time"), the certificate of incorporation and bylaws of Intermediary Sub, as in effect immediately prior to the Second Effective Time, continued to be the certificate of incorporation and bylaws of Intermediary Sub, as the surviving corporation in the Second Merger and (c) at the effective time of the Third Merger (the "Third Effective Time"), the articles of incorporation and bylaws of RWAY, as in effect immediately prior to the Third Effective Time, continued to be the articles of incorporation and bylaws of RWAY, as the surviving corporation in the Third Merger. Copies of the articles of incorporation and bylaws of RWAY are filed as Exhibit 3.1, Exhibit 3.2 and Exhibit 3.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

01 Financial Statements

Item 9.01 Financial Statements and Exhibits. Reference is made to the Exhibit Index included with this Current Report on Form 8-K. Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as of October 9, 2025, by and among the Company, RWAY, Intermediate Sub, Acquisition Sub and the Adviser (incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K filed on October 10, 2025). 3.1 Articles of Amendment and Restatement of RWAY (incorporated by reference to Exhibit 3.1 of RWAY's Current Report on Form 8-K filed on December 19, 2016). 3.2 Articles of Amendment of RWAY (incorporated by reference to Exhibit 3.1 of RWAY's Current Report on Form 8-K filed on August 20, 2021). 3.3 Second Amended and Restated Bylaws of RWAY (incorporated by reference to Exhibit 3.2 of RWAY's Current Report on Form 8-K filed on August 20, 2021). 4.1 Indenture dated as of October 3, 2023, between the Company and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed on October 3, 2023). 4.2 First Supplemental Indenture dated as of October 3, 2023, between the Company and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.2 of the Company's Current Report on Form 8-K filed on October 3, 2023). 4.3 Second Supplemental Indenture, dated as of April 6, 2026, between the Company and Wilmington Trust, National Association, as trustee (filed herewith). 4.4 Form of 9.00% Senior Notes due 2027 (included as Exhibit A to Exhibit 4.2 above) (incorporated by reference to Exhibit 4.2.1 of the Company's Current Report on Form 8-K filed on October 3, 2023). 104 Cover Page Interactive Date File (embedded within the Inline XBRL document) * All schedules to the Merger Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any omitted schedul

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 thereunto duly authorized. Runway Growth Finance Corp., as successor by merger to SWK Holdings Corporation By: /s/ Thomas B. Raterman Name: Thomas B. Raterman Title: Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary Date: April 6, 2026