Runway Growth Finance (RWAY) sets multi-step merger structure with SWK

Rhea-AI Filing Summary

Runway Growth Finance Corp. reported that it and SWK Holdings Corporation have entered into a definitive merger agreement, as announced in a joint press release on October 9, 2025. The transaction is structured as a series of mergers involving newly formed subsidiaries of Runway Growth Finance.

In the first step, either RWAY Portfolio Corp. will merge with SWK or, alternatively, SWK will merge with RWAY Portfolio Corp., with the combined company becoming a wholly owned subsidiary of RWAY Portfolio Holding Corp. Immediately afterward, that entity will merge into RWAY Portfolio Holding Corp., leaving it as a wholly owned subsidiary of Runway Growth Finance. In the final step, RWAY Portfolio Holding Corp. will merge into Runway Growth Finance, with Runway Growth Finance remaining as the surviving corporation.

Insights

Credit and BDC Strategist

Runway Growth Finance plans a multi-step merger with SWK using internal subsidiaries.

The disclosure shows Runway Growth Finance Corp. and SWK Holdings Corporation have signed a definitive merger agreement, detailed in a joint press release dated October 9, 2025. The structure uses RWAY Portfolio Corp. as an acquisition vehicle and RWAY Portfolio Holding Corp. as an intermediate holding company, a common approach in business development company and specialty finance transactions.

The sequence creates a “First Merger” between SWK and RWAY Portfolio Corp., followed by a “Second Merger” into RWAY Portfolio Holding Corp., and then a final merger where RWAY Portfolio Holding Corp. is combined into Runway Growth Finance, which remains the surviving corporation. This structure can help organize assets and liabilities within subsidiaries while ultimately consolidating them at the parent level.

The joint press release, filed as Exhibit 99.1, is the primary source for additional details such as consideration, strategic rationale, and closing conditions. Subsequent company filings and updates around the definitive agreement and its effectiveness will provide more clarity on timing and financial impact.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 09, 2025

Runway Growth Finance Corp.

(Exact name of Registrant as Specified in Its Charter)

Maryland			814-01180	47-5049745
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
205 N. Michigan Ave. Suite 4200
Chicago, Illinois				60601
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (312) 698-6902

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		RWAY		Nasdaq Global Select Market
7.50% Notes due 2027		RWAYL		Nasdaq Global Select Market
8.00% Notes due 2027		RWAYZ		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On October 9, 2025, Runway Growth Finance Corp. (“RWAY”) and SWK Holdings Corporation (“SWK”) issued a joint press release announcing the entry into a definitive merger agreement under which (i) RWAY Portfolio Corp., a Delaware corporation and an indirect wholly-owned subsidiary of RWAY, (“Acquisition Sub”) will merge with and into SWK, with SWK continuing as the surviving company and as a wholly-owned subsidiary of RWAY Portfolio Holding Corp., a Delaware corporation and an indirect wholly-owned subsidiary of RWAY (“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”), (ii) immediately after the effectiveness of the First Merger, SWK or Acquisition Sub, as applicable, will merge with and into Intermediary Sub, with Intermediary Sub continuing as the surviving company and as a wholly-owned subsidiary of RWAY (the “Second Merger”), and (iii) immediately after effectiveness of the Second Merger, Intermediary Sub will merge with and into RWAY, with RWAY continuing as the surviving corporation. A copy of the joint press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Description
99.1		Joint Press Release of Runway Growth Finance Corp. and SWK Holdings Corporation, dated as of October 9, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 9, 2025	By:	/s/ Thomas B. Raterman
			Chief Operating Officer, Chief Financial Officer, Treasurer, and Secretary

FAQ

What did Runway Growth Finance Corp. (RWAY) announce in this 8-K?

Runway Growth Finance Corp. disclosed that it and SWK Holdings Corporation entered into a definitive merger agreement, as described in a joint press release dated October 9, 2025.

How is the merger between RWAY and SWK structured?

The merger is structured as a multi-step transaction involving RWAY Portfolio Corp. and RWAY Portfolio Holding Corp. First, SWK and RWAY Portfolio Corp. complete a "First Merger," then that entity merges into RWAY Portfolio Holding Corp. in a "Second Merger," and finally RWAY Portfolio Holding Corp. merges into Runway Growth Finance, which remains the surviving company.

Which company will be the surviving corporation after the mergers involving RWAY and SWK?

After the completion of the First Merger, Second Merger, and the final merger step, Runway Growth Finance Corp. will be the surviving corporation.

What role does SWK Holdings Corporation play in the RWAY transaction?

SWK Holdings Corporation will initially merge with or into RWAY Portfolio Corp. in the First Merger, becoming part of a wholly owned subsidiary of RWAY Portfolio Holding Corp. before ultimately being consolidated under Runway Growth Finance.

Where can investors find more details about the RWAY and SWK merger terms?

Additional information is contained in the joint press release of Runway Growth Finance Corp. and SWK Holdings Corporation, which is furnished as Exhibit 99.1 and incorporated by reference.

When was the joint press release about the RWAY and SWK merger issued?

The joint press release describing the definitive merger agreement between Runway Growth Finance Corp. and SWK Holdings Corporation is dated October 9, 2025.