Carlson Capital (RWAY) files Form 3 on Runway Growth merger stake
Filing Impact
Filing Sentiment
Form Type
3
Rhea-AI Filing Summary
Runway Growth Finance Corp. received a new Form 3 from investment firm Carlson Capital, L.P. and Clint D. Carlson, each reporting status as a ten percent owner of the company’s common stock.
The filing follows the completion of a merger in which SWK Holdings Corporation was combined with a Runway subsidiary. Related funds, affiliates, trusts and family members collectively report sizeable positions, including 4,445,105 shares of common stock held by Double Black Diamond Offshore Ltd. and additional smaller direct holdings by Carlson-related entities and individuals, all subject to pecuniary-interest disclaimers.
Positive
- None.
Negative
- None.
Insider Trade Summary
10 transactions reported
Mixed
10 txns
Insider
Carlson Capital, L.P., Carlson Clint Duane
Role
10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Common Stock, par value $0.001 per share (the Common Stock) | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Common Stock, par value $0.001 per share (the Common Stock) — 4,445,105 shares (Direct);
Common Stock — 6,430 shares (Direct);
Common Stock — 4,445,105 shares (Indirect, See footnotes)
Footnotes (1)
- On April 6, 2026, pursuant to the Agreement and Plan of Merger dated as of October 9, 2025 (the "Merger Agreement"), Runway Growth Finance Corp. ("Parent"), RWAY Portfolio Holding Corp., RWAY Portfolio Corp. ("Acquisition Sub"), Runway Growth Capital LLC ("Adviser") and SWK Holdings Corporation ("SWK") effected a merger pursuant to which SWK was merged with and into Acquisition Sub (the "First Merger"). Pursuant to the Merger Agreement, upon completion of the First Merger (the "Effective Time"), each issued and outstanding common stock of SWK ("SWK Common Stock") was cancelled and converted into the right to receive (i) either (A) 1.7264 shares of common stock, par value $0.01 per share, of Parent ("Parent Common Stock" and such consideration, the "Per Share Stock Consideration") or (B) $20.59 in cash (the "Per Share Cash Consideration") (in each case, based on the election of the holder thereof in accordance with the terms of the Merger Agreement and subject to (Continued from footnote 1) 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 (the "Per Share Guaranteed Cash Payment" and collectively with the Per Share Stock Consideration and the Per Share Cash Consideration, the "Total Per Share Consideration"). The shares of Parent Common Stock to which this relates are held directly by Double Black Diamond Offshore Ltd., a Cayman Islands exempted company (the "Fund"). Carlson Capital, L.P., a Delaware limited partnership ("Carlson Capital") serves as the investment manager to, and has the power to direct the affairs of, the Fund. Asgard Investment Corp. II, a Delaware corporation ("Asgard II") serves as the general partner of, and has the power to direct the affairs of, Carlson Capital. Mr. Clint D. Carlson, a U.S. citizen, serves as the president of, and has the power to direct the affairs of, Asgard II, Carlson Capital, and any of its affiliated entities and related parties ("Mr. Clint D. Carlson"). Each of the reporting persons disclaims beneficial ownership of the securities to which this Form 3 relates for the purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, except as to such extent of the reporting person's pecuniary interest in the securities. These shares of Parent Common Stock are held directly by Carlson Capital GP, L.P. ("Carlson Capital GP"), an affiliated entity to Carlson Capital. Carlson Capital GP disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. These shares of Parent Common Stock are held directly by Mr. Clint D. Carlson. Mr. Clint D. Carlson disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. These shares of Parent Common Stock are held directly by Lewis Carlson, an individual who works at Carlson Capital. Lewis Carlson disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. These shares of Parent Common Stock are held directly by Owen Augustus Carlson 1997 A Trust, a related party to Carlson Capital. Owen Augustus Carlson 1997 A Trust disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. These shares of Parent Common Stock are held directly by Julian Orlando Carlson 1997 A Trust, a related party to Carlson Capital. Julian Orlando Carlson 1997 A Trust disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. These shares of Parent Common Stock are held directly by The Carlson Foundation, an affiliated entity to Carlson Capital. The Carlson Foundation disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. These shares of Parent Common Stock are held by Carlson Capital as the investment manager to the Fund. Carlson Capital disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. These shares of Parent Common Stock are held by Asgard II as the general partner of Carlson Capital who serves as the investment manager to the Fund. Asgard II disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. These shares of Parent Common Stock are held by Mr. Clint D. Carlson as the president of Carlson Capital, Carlson Capital GP, The Carlson Foundation, and Asgard II. Mr. Clint D. Carlson is also the Chief Investment Officer of the investment manager of the Fund. Furthermore, immediate family members of Mr. Clint D. Carlson hold shares. Each disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
Key Figures
Fund-held shares: 4,445,105 shares
Carlson Capital GP holding: 209,125 shares
Clint D. Carlson holding: 6,430 shares
+5 more
8 metrics
Fund-held shares
4,445,105 shares
Parent common stock held by Double Black Diamond Offshore Ltd.
Carlson Capital GP holding
209,125 shares
Parent common stock held directly by Carlson Capital GP, L.P.
Clint D. Carlson holding
6,430 shares
Parent common stock held directly by Clint D. Carlson
Lewis Carlson holding
1,312 shares
Parent common stock held directly by Lewis Carlson
Trust or foundation blocks
32,505 shares
Parent common stock blocks held by each of several Carlson-related trusts and foundation
Stock consideration ratio
1.7264 shares
Runway common stock per SWK common share as stock consideration
Per share cash consideration
$20.59 per share
Cash alternative for each SWK common share under merger agreement
Guaranteed cash payment
$0.74 per share
Additional cash paid per SWK share as guaranteed cash payment
Key Terms
Agreement and Plan of Merger, Per Share Stock Consideration, Per Share Cash Consideration, Total Per Share Consideration, +2 more
6 terms
Agreement and Plan of Merger regulatory
"On April 6, 2026, pursuant to the Agreement and Plan of Merger dated as of October 9, 2025"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
pecuniary interest financial
"disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein"
ten percent owner regulatory
"reporting persons are indicated as is_ten_percent_owner: 1 in the filing data"
FAQ
What does the Form 3 filed for Runway Growth Finance (RWAY) show?
The Form 3 shows that Carlson Capital, L.P. and Clint D. Carlson are ten percent owners of Runway Growth Finance common stock, reporting indirect and direct holdings through funds, affiliated entities, trusts and family members, all with stated pecuniary-interest disclaimers.
What merger led to this ownership disclosure in Runway Growth Finance (RWAY)?
On April 6, 2026, SWK Holdings Corporation was merged with a Runway subsidiary under an October 9, 2025 merger agreement. Each SWK common share was converted into Runway common stock or cash plus a separate guaranteed cash payment.
Do Carlson Capital and Clint D. Carlson claim full beneficial ownership of Runway Growth Finance (RWAY) shares?
No. The filing states that each reporting person disclaims beneficial ownership of the securities reported on the Form 3, except to the extent of their pecuniary interest in those shares held across funds, affiliates, trusts and related parties.