Runway Growth (RWAY) scales to $1.2B assets with $249M SWK deal
Rhea-AI Filing Summary
Runway Growth Finance Corp. completed its acquisition of SWK Holdings Corporation, converting each SWK share into 1.7264 Runway Growth shares or $20.59 in cash, plus $0.74 in cash funded by the adviser. The company issued about 6,330,640 new shares.
The final purchase price was $249.0 million, consisting of $75.5 million in Runway Growth stock and $173.5 million in cash, with an additional $9.0 million cash contribution from the external adviser. Runway Growth also assumed $30,000,000 of SWK’s 9.00% Senior Notes due 2027.
On a pro forma basis, the deal expands Runway Growth’s balance sheet to $1.2 billion in total assets and increases healthcare and life sciences exposure to approximately 32% of the portfolio, up from 14%. In the first quarter of 2026, the company funded $17.6 million in new and follow-on investments and recorded $19.0 million of portfolio repayments and realizations.
Positive
- $249.0 million SWK acquisition is described as accretive to net investment income and is expected to enhance earnings power, supporting improved dividend coverage and long-term return potential.
- Pro forma total assets reach $1.2 billion, reinforcing Runway Growth’s position as a scaled platform in the venture lending market with greater balance sheet capacity.
- Healthcare and life sciences exposure increases to ~32% of the portfolio from 14%, expanding presence in a large, growing end market aligned with SWK’s life science focus.
- Adviser contributes $9.0 million in additional cash to SWK stockholders on top of merger consideration, signaling confidence and economic alignment with the BDC’s shareholders.
Negative
- None.
Insights
Runway Growth closes $249M SWK deal, scales assets and healthcare exposure.
Runway Growth Finance has closed the $249.0 million acquisition of SWK Holdings, paying $173.5 million in cash and issuing $75.5 million of shares. The adviser also contributed $9.0 million directly to SWK stockholders, aligning incentives with the vehicle.
The transaction is described as accretive to net investment income and lifts total assets to about $1.2 billion on a pro forma basis. Sector mix shifts meaningfully, with healthcare and life sciences rising from 14% to roughly 32% of the portfolio, deepening specialization but also concentration in that vertical.
Runway Growth assumed $30,000,000 of 9.00% Senior Notes due 2027, adding a defined-cost liability. In Q1 2026 it funded $17.6 million of new and follow-on investments and realized $19.0 million of repayments and asset sales, showing active portfolio rotation alongside the integration of SWK.
8-K Event Classification
Key Figures
Key Terms
Agreement and Plan of Merger financial
Third Supplemental Indenture financial
9.00% Senior Notes due 2027 financial
Regulation FD Disclosure regulatory
business development company regulatory
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
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Securities registered pursuant to Section 12(b) of the Act:
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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 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 its common stock to SWK’s former stockholders. No fractional shares were issued in the First Merger and the value of any fractional shares of Company Common Stock that a former holder of SWK Common Stock would otherwise be entitled to receive will be paid in cash.
The foregoing description of the Merger Agreement is a summary only and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed by the Company as Exhibit 2.1 to its Current Report on Form 8-K, filed on October 10, 2025.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Third Supplemental Indenture for the 2027 Notes
On April 6, 2026, the Company entered into a third supplemental indenture (the “Third Supplemental Indenture”) by and between the Company and Wilmington Trust, National Association (the “Trustee”), effective as of the closing of the Merger. The Third Supplemental Indenture relates to the Company’s assumption of $30,000,000 million in aggregate principal amount of SWK’s 9.00% Senior Notes due 2027 (the “2027 Notes”).
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 foregoing description of the 2027 Notes and the Third Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture, relating to the Company’s assumption of the 2027 Notes, copies of which, including the form of 9.00% Senior Notes due 2027 related thereto, are attached or incorporated by reference as Exhibits 4.1 through 4.5 to this Current Report on Form 8-K, respectively, and are incorporated into this Current Report on Form 8-K by reference.
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.
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.
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2.1 |
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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). |
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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). |
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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). |
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Form of 9.00% Senior Notes due 2027 (included as Exhibit A to Exhibit 4.2 above). |
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Second Supplemental Indenture, by and between SWK Holdings Corporation and Wilmington Trust, National Association, dated as of April 6, 2026 (incorporated by reference to Exhibit 4.3 filed with SWK Holdings Corporation’s Current Report on Form 8-K (File No. 001-39184) on April 6, 2026). |
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Third Supplemental Indenture, by and between Runway Growth Finance Corp and Wilmington Trust, National Association, dated as of April 6, 2026 (filed herewith). |
99.1 |
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Press Release of Runway Growth Finance Corp., dated April 7, 2026 (furnished herewith). |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
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Runway Growth Finance Corp. |
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Date: |
April 7, 2026 |
By: |
/s/ Thomas B. Raterman |
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Name: Thomas B. Raterman |
Runway Growth Finance Corp. Closes Acquisition of SWK Holdings Corporation and Provides First Quarter 2026 Business and Portfolio Update
Closed Acquisition of SWK Holdings Corporation, Expanding Healthcare and Life Sciences Exposure and Scaling Platform
Completed Four Investments in New and Existing Portfolio Companies Representing $17.6 Million in Funded Investments
MENLO PARK, Calif., April 7, 2026 (GLOBE NEWSWIRE) -- Runway Growth Finance Corp. (Nasdaq: RWAY), (“Runway Growth” or the “Company”), a leading provider of flexible capital solutions to late- and growth-stage companies seeking an alternative to raising equity, today announced that it has completed its previously announced acquisition of SWK Holdings Corporation (“SWK” or “SWK Holdings”). Additionally, the Company today provided an operational and portfolio update for the quarter ended March 31, 2026, as well as an update on investment team changes.
Runway Growth’s Founder and CEO David Spreng said, “We are pleased to announce the successful closing of our acquisition of SWK, which represents a meaningful step forward in advancing our ongoing portfolio optimization and diversification strategy. This transaction enhances our scale, deepens our investment capabilities in healthcare and life sciences, and further diversifies our portfolio. Notably, our investment adviser committed an additional $9.0 million in cash as consideration to the stockholders of SWK, highlighting the team’s confidence in the strength of our platform against the current macro backdrop, as well as its alignment with the BDC and its shareholders. Looking ahead, we believe we are well positioned to build on our diversified portfolio and capitalize on an improving opportunity set across verticals.”
Acquisition of SWK Holdings Corporation
Runway Growth’s acquisition of SWK, a life science focused specialty finance company that provides minimally dilutive financing to small- and mid-sized commercial-stage healthcare companies, closed on April 6, 2026. The final purchase price for the transaction was $249.0 million, including $75.5 million in Runway Growth shares valued at closing NAV per share of $11.93 and $173.5 million in cash. The acquisition is expected to be accretive to net investment income and enhance the Company’s earnings power, supporting improved dividend coverage and long-term return potential.
As previously disclosed, the total merger consideration was determined based on SWK’s final NAV, which was struck 48 hours prior to closing (excluding Sundays and holidays) and was reflective of its accumulated retained earnings between June 30, 2025, and close. Additionally, Runway Growth Capital LLC (“Runway Growth Capital”), in its capacity as Runway Growth’s external investment adviser, contributed $9.0 million in cash as consideration to the stockholders of SWK separate from and in addition to the consideration described in the preceding paragraph.
This transaction expands Runway Growth’s balance sheet to $1.2 billion in total assets on a pro forma basis, reinforcing its position as a scaled platform within the venture lending market. The transaction also increases the proportion of healthcare and life sciences investments within the portfolio to approximately 32%, compared to 14% as of December 31, 2025, accelerating diversification into a large and growing end market.
Advisors
Simpson Thacher & Bartlett LLP served as legal counsel to Runway Growth in connection with the transaction.
Keefe, Bruyette & Woods, A Stifel Company, served as lead financial advisor to SWK in connection with the transaction. Goodwin Procter LLP served as SWK’s legal counsel.
Portfolio Update
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Originations
During the first quarter of 2026, Runway Growth funded four investments totaling $17.6 million: one investment in a new portfolio company and three investments in existing portfolio companies. These include:
Liquidity Events
During the first quarter of 2026, Runway Growth experienced the following liquidity events, totaling $19.0 million in its investment portfolio:
Portfolio Construction and Management
Runway Growth is a credit-first organization, carefully structured to focus on what it believes to be the highest quality, late-stage companies in the venture debt market. The Company seeks to uphold industry-leading investment standards as well as disciplined underwriting and monitoring of its portfolio. Runway Growth is positioned as a preferred lender in the venture debt space, supporting and working closely with companies to help them reach their full growth potential. Since inception, the Company has focused on the fastest growing sectors of the economy, including healthcare, technology and select consumer services and products industries.
As of March 31, 2026, the Runway Growth portfolio included 44 debt investments to 32 portfolio companies and 71 equity investments in 47 portfolio companies, including 23 portfolio companies where Runway Growth holds both a debt and equity investment. Investments were comprised of late and growth-stage businesses in the technology, healthcare and select consumer services and products industries. Runway Growth’s normal business operations include frequent communication with portfolio companies.
Investment Team Update
We are also announcing that David Spreng, CEO and Founder, has returned to the position of Chief Investment Officer, effective immediately. The members of the Investment Committee are David Spreng, Tom Raterman, CFO and COO, and Patrick Schafer, Partner, BC Partners Credit.
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About Runway Growth Finance Corp.
Runway Growth is a specialty finance company focused on providing flexible capital solutions to late- and growth-stage companies seeking an alternative to raising equity. Runway Growth is a closed-end investment fund that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. Runway Growth is externally managed by Runway Growth Capital LLC, an affiliate of BC Partners Advisors L.P. and led by industry veteran David Spreng. For more information, please visit www.runwaygrowth.com.
Forward-Looking Statements
Statements included herein may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Statements other than statements of historical facts included in this press release may constitute forward-looking statements and are not guarantees of future performance, condition or results and involve a number of risks and uncertainties. Actual results may differ materially from those in forward-looking statements as a result of a number of factors, including those described from time to time in Runway Growth’s filings with the Securities and Exchange Commission. Runway Growth undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this press release.
No Offer or Solicitation
This press release is not, and under no circumstances is it to be construed as, a prospectus or an advertisement and the communication of this press release is not, and under no circumstances is it to be construed as, an offer to sell or a solicitation of an offer to purchase any securities in Runway Growth, SWK or in any fund or other investment vehicle managed by Runway Growth Capital LLC, BC Partners Advisors L.P. or any of their affiliates.
Important Disclosures
Strategies described in this press release involve special risks that should be evaluated carefully before a decision is made to invest. Not all of the risks and other significant aspects of these strategies are discussed herein. Please see a more detailed discussion of these risk factors and other related risks in the Company’s most recent annual report on Form 10-K in the section entitled “Risk Factors”, which may be obtained on the Company’s website, www.runwaygrowth.com, or the SEC’s website, www.sec.gov.
IR Contacts:
Taylor Donahue, Prosek Partners, rway@prosek.com
Thomas B. Raterman, Chief Financial Officer and Chief Operating Officer, tr@runwaygrowth.com
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