Runway Growth Finance Corp. Files 8-K on Asset Deal

TL;DR

RWGF just filed an 8-K - looks like they closed an asset deal and took on new debt. Details in the exhibits.

AI Summary

On April 7, 2026, Runway Growth Finance Corp. filed an 8-K report detailing the completion of an acquisition or disposition of assets. The filing also includes information regarding the creation of a direct financial obligation or an off-balance sheet arrangement, and a Regulation FD disclosure. Specific details of the transaction, including financial figures and parties involved, are expected to be found within the exhibits.

Why It Matters

This filing indicates a significant corporate event for Runway Growth Finance Corp., potentially impacting its asset base, financial obligations, and strategic direction.

Risk Assessment

Risk Level: medium — The filing involves financial obligations and asset disposition, which can carry inherent financial risks.

Key Numbers

• 0001193125-26-144599 — SEC Accession Number (Unique identifier for this specific filing)
• 73290 — 8-K Document Size (Size of the main 8-K filing in bytes)

Key Players & Entities

• Runway Growth Finance Corp. (company) — Filer of the 8-K report
• 0001653384 (company) — CIK number for Runway Growth Finance Corp.
• 2026-04-07 (date) — Period of Report and Filing Date

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share RWAY Nasdaq Global Select
• $0.001 — anding share of common stock, par value $0.001 per share, of SWK ("SWK Common Stock")
• $20.59 — Company ("Company Common Stock") or (B) $20.59 in cash (based on the election of the h
• $0.74 — oration as provided therein)) plus (ii) $0.74 in cash, which represents a pro rata sh
• $30,000,000 million — relates to the Company's assumption of $30,000,000 million in aggregate principal amount of SWK's

Filing Documents

• rway-20260407.htm (8-K) — 72KB
• rway-ex4_5.htm (EX-4.5) — 67KB
• rway-ex99_1.htm (EX-99.1) — 36KB
• img251088904_0.gif (GRAPHIC) — 9KB
• 0001193125-26-144599.txt ( ) — 354KB
• rway-20260407.xsd (EX-101.SCH) — 49KB
• rway-20260407_htm.xml (XML) — 8KB

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. 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, by and among the Company, SWK, RWAY Portfolio Holding Corp. a Delaware corporation and a direct wholly-owned subsidiary of the Company ("Intermediary Sub"), RWAY Portfolio Corp., a Delaware corporation and a wholly-owned subsidiary of Intermediary Sub ("Acquisition Sub") and Runway Growth Capital LLC, a Delaware limited liability company (the "Adviser"). Pursuant to the Merger Agreement, SWK first merged with and into Acquisition Sub, with Acquisition Sub as the surviving company (the "First Merger"). Following the effectiveness of the First Merger, Acquisition Sub merged with and into Intermediary Sub, with Intermediary Sub as the surviving company (the "Second Merger"). Following the effectiveness of the Second Merger, Intermediary Sub merged with and into the Company, with the Company as the surviving company (the "Third Merger" and, together with the First Merger and the Second Merger, the "Mergers"). In accordance with the terms of the Merger Agreement, at the effective time of the First Merger, each outstanding share of common stock, par value $0.001 per share, of SWK ("SWK Common Stock") was converted into the right to receive (i) either (A) 1.7264 shares of common stock, par value $0.01 per share, of the Company ("Company Common Stock") or (B) $20.59 in cash (based on the election of the holder thereof in accordance with the terms of the Merger Agreement (and subject to the 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. As a result, the Company issued an aggregate of approximately 6,330,640 shares of

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. 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. A copy of the press release is furnished herewith as Exhibit 99.1. The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being "furnished" and is not deemed "filed" by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor is it deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (a) Financial Statements of Fund Acquired The information required by Item 9.01(a) of Form 8-K, including the financial statements required pursuant to Rule 6-11 of Regulation S-X was previously included in or incorporated by reference in the Company's Joint Proxy Statement/Prospectus, dated March 3, 2026 and Supplement No. 1, dated March 24, 2026, to the Company's Joint Proxy Statement/Prospectus, and, pursuant to General Instruction B.3 of Form 8-K, is not included herein. (b) Pro Forma Financial Information 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, and, pursuant to General Instruction B.3 of Form 8-K, is not included herein. (d) Exhibits. Exhibit Number Exhibit 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 (incorporated by reference to Exhibit 2.1 filed with Runway Growth Finance Corp.'s Current Report on Form 8-K (File No. 814-01180) on October 10, 2025). 4.1 Indenture, by and between SWK and Wilmington Trust, National Association, dated as of October 3, 2023 (incorporated by reference to Exhibit 4.1 filed with SWK Holdings Corporation's Current Report on Form 8-K (File No. 001-39184) on October 3, 2023). 4.2 First Supplemental Indenture, by and between SWK Holdings Corporation and Wilmington Trust, National Association, dated as of October 3, 2023 (incorporated by reference to Exhibit 4.2 filed with SWK Holdings Corporation's Current Report on Form 8-K (File No. 001-39184) on October 3, 2023). 4.3 Form of 9.00% Senior Notes due 2027 (included as Exhibit A to Exhibit 4.2 above). 4.4 Second Supplemental Inde

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Runway Growth Finance Corp. Date: April 7, 2026 By: /s/ Thomas B. Raterman Name: Thomas B. Raterman Title: Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary