SWK Holdings (NASDAQ: SWKH) stockholders approve merger with Runway Growth

Rhea-AI Filing Summary

SWK Holdings Corporation held a Special Meeting of stockholders on March 31, 2026 and approved the Agreement and Plan of Merger with Runway Growth Finance Corp. under which SWK will merge into a Runway subsidiary. As of the record date, there were 12,095,906 shares issued and outstanding; 11,256,673 shares (93.06%) were represented, constituting a quorum. The Merger Agreement Proposal was approved with 11,240,819 votes in favor, 8,763 votes against and 7,091 abstentions. Non-binding advisory votes to approve executive and director compensation in connection with the Mergers were also approved (Compensation Proposal: 11,214,361 for; Director Compensation Proposal: 11,140,460 for). The Adjournment Proposal was not voted on because sufficient votes existed to approve the Merger Agreement Proposal.

Insights

Corporate Transactions Lawyer

Merger approved by a large shareholder majority; closing remains conditioned on merger terms.

The vote shows strong shareholder support: 11,240,819 votes in favor of the Merger Agreement Proposal and quorum participation of 93.06% of outstanding shares as of March 2, 2026. The approval completes the stockholder-consent step required under the disclosed merger agreement.

Key dependencies remain the satisfaction or waiver of closing conditions specified in the Merger Agreement; timing and other closing conditions are not stated in this excerpt. Subsequent filings or the parties' announcements will disclose the closing date and any material conditions.

M&A Integration Analyst

Advisory compensation votes passed alongside the merger, reducing a potential governance hurdle.

Non-binding advisory votes on executive and director compensation in connection with the Mergers passed (Compensation Proposal: 11,214,361 for; Director Compensation Proposal: 11,140,460 for). These advisory approvals indicate majority stockholder acceptance of deal-related pay arrangements.

Advisory approvals are non-binding; any implementation details or payments will depend on final merger closing mechanics and the merger agreement terms. Future disclosures should show exact compensation amounts and payment timing.

Key Figures

Shares outstanding: 12,095,906 shares Votes represented: 11,256,673 shares Merger Agreement Proposal - For: 11,240,819 votes +3 more

6 metrics

Shares outstanding 12,095,906 shares as of Record Date March 2, 2026

Votes represented 11,256,673 shares represented at Special Meeting (93.06%)

Merger Agreement Proposal - For 11,240,819 votes Merger Agreement Proposal approved

Merger Agreement Proposal - Against 8,763 votes Merger Agreement Proposal voting result

Compensation Proposal - For 11,214,361 votes Non-binding advisory vote on executive compensation

Director Compensation Proposal - For 11,140,460 votes Non-binding advisory vote on director compensation

Key Terms

Merger Agreement, Record Date, Special Meeting, Non-binding advisory vote

4 terms

Merger Agreement regulatory

"Agreement and Plan of Merger, dated as of October 9, 2025"

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

Record Date regulatory

"As of the close of business on March 2, 2026, the record date"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

Special Meeting other

"held a special meeting of stockholders (the “Special Meeting”)"

A special meeting is a shareholder gathering called outside the regular annual meeting to decide on urgent or specific corporate matters, such as mergers, major asset sales, changes to the board, or shareholder proposals. It matters to investors because decisions made there can quickly alter a company’s strategy, ownership or value—like a sudden boardroom decision that changes the game—so shareholders may need to vote, adjust holdings, or reassess risk based on the outcome.

Non-binding advisory vote regulatory

"to approve, on a non-binding advisory basis, the compensation"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

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): March 31, 2026

SWK HOLDINGS CORPORATION

(Exact Name of the Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-39184	77-0435679
(Commission File Number)	(IRS Employer Identification No.)
5956 Sherry Lane, Suite 650, Dallas, TX	75225
(Address of Principal Executive Offices)	(Zip Code)

(972) 687-7250

(Registrant’s Telephone Number, Including Area Code)

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 $0.001 per share	SWKH	The Nasdaq Stock Market LLC
9.00% Senior Notes due 2027	SWKHL	The Nasdaq Stock Market LLC

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 5.07. Submission of Matters to a Vote of Security Holders.

On March 31, 2026, SWK Holdings Corporation (the “Company” or “SWK”) held a special meeting of stockholders (the “Special Meeting”) to consider and vote on the proposals set forth below, each of which is described in greater detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 3, 2026 (the “Proxy Statement”).

As of the close of business on March 2, 2026, the record date for the Special Meeting (the “Record Date”), there were 12,095,906 issued and outstanding shares of SWK common stock, par value $0.001 per share (“SWK Common Stock”), entitled to vote at the Special Meeting. At the Special Meeting, the holders of a total of 11,256,673 shares of SWK Common Stock, representing 93.06% of the shares of SWK Common Stock entitled to vote at the Special Meeting, were represented in person or by proxy, constituting a quorum. The final results for the votes regarding each proposal are set forth below.

Proposal 1 - The Merger Agreement Proposal

Proposal 1 (the “Merger Agreement Proposal”) was to consider and vote to adopt Agreement and Plan of Merger, dated as of October 9, 2025 (as may be amended from time to time, the “Merger Agreement”), by and among Runway Growth Finance Corp., a Maryland corporation (“Parent” or “RWAY”); SWK; RWAY Portfolio Holding Corp., a Delaware corporation and a direct wholly-owned subsidiary of RWAY (“Intermediary Sub”); RWAY Portfolio Corp., a Delaware corporation and a direct wholly-owned subsidiary of Intermediary Sub (“Acquisition Sub”); and Runway Growth Capital LLC, a Delaware limited liability company and the external investment adviser to RWAY and approve the merger of SWK with and into Acquisition Sub, with Acquisition Sub continuing as the surviving company and as a wholly-owned subsidiary of Intermediary Sub (the “First Merger” and together with the other transactions contemplated under the Merger Agreement, the “Mergers”). The results with respect to the Merger Agreement Proposal are set forth below and the proposal was approved:

Votes For		Votes Against		Abstentions		Broker Non-Votes
11,240,819		8,763		7,091		-

Proposal 2 - The Compensation Proposal

Proposal 2 (the “Compensation Proposal”) was to consider and vote to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to SWK’s named executive officers, in connection with the Mergers.

The results with respect to the Compensation Proposal are set forth below and the proposal was approved:

Votes For		Votes Against		Abstentions		Broker Non-Votes
11,214,361		38,992		3,320		-

Proposal 3 - The Director Compensation Proposal

Proposal 3 (the “Director Compensation Proposal”) was to consider and vote to approve the compensation that may be paid or become payable to each member of the SWK Board of Directors in connection with the Mergers.

The results with respect to the Director Compensation Proposal are set forth below and the proposal was approved:

Votes For		Votes Against		Abstentions		Broker Non-Votes
11,140,460		92,615		23,598		-

Proposal 4 - The Adjournment Proposal

Proposal 4 (the “Adjournment Proposal”) was to consider and vote to approve one or more adjournments of the Special Meeting if necessary to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal (as described in the Proxy Statement). The Adjournment Proposal was not voted on at the Special Meeting because there were sufficient votes to then approve the Merger Agreement Proposal.

Forward-Looking Statements

Some of the statements in this Current Report on Form 8-K constitute forward-looking statements because they relate to future events, future performance or financial condition. The forward-looking statements may include statements as to future operating results of Parent and the Company, and distribution projections; business prospects of Parent and the Company, and the prospects of their portfolio companies; and the impact of the investments that Parent and the Company expect to make. In addition, words such as “anticipate,” “believe,” “expect,” “seek,” “plan,” “should,” “estimate,” “project” and “intend” indicate forward-looking statements, although not all forward-looking statements include these words. The forward-looking statements contained in this document involve risks and uncertainties. Certain factors could cause actual results and conditions to differ materially from those projected, including the uncertainties associated with (i) the ability of the parties to consummate the mergers on the expected timeline, or at all; (ii) the expected synergies and savings associated with the mergers; (iii) the ability to realize the anticipated benefits of the mergers, including the expected elimination of certain expenses and costs due to the mergers; (iv) the possibility that any or all of the various conditions to the consummation of the mergers may not be satisfied or waived; (v) risks related to diverting management’s attention from ongoing business operations; (vi) the combined company’s plans, expectations, objectives and intentions, as a result of the mergers; (vii) any potential termination of the merger agreement; (viii) the future operating results and net investment income projections of Parent, the Company or, following the closing of the mergers, the combined company; (ix) the ability of the Adviser and its affiliates to attract and retain highly talented professionals; (x) the business prospects of Parent, the Company or, following the closing of the mergers, the combined company, and the prospects of their portfolio companies; (xi) the impact of the investments that Parent, the Company or, following the closing of the mergers, the combined company expect to make; (xii) the ability of the portfolio companies of Parent, the Company or, following the closing of the mergers, the combined company to achieve their objectives; (xiii) the expected financings and investments and additional leverage that Parent, the Company or, following the closing of the mergers, the combined company may seek to incur in the future; (xiv) the adequacy of the cash resources and working capital of Parent, the Company or, following the closing of the mergers, the combined company; (xv) the timing of cash flows, if any, from the operations of the portfolio companies of Parent, the Company or, following the closing of the mergers, the combined company; (xvi) the risk that stockholder litigation in connection with the mergers may result in significant costs of defense and liability; and (xvii) future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities). You should not place undue reliance on such forward-looking statements, which speak only as of the date of this communication. Parent and the Company have based the forward-looking statements included in this document on information available to them on the date hereof, and they assume no obligation to update any such forward-looking statements. Although Parent and the Company undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that they may make directly to you or through reports that Parent and the Company in the future may file with the U.S. Securities and Exchange Commission (the “SEC”), including the Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. You should read this communication and the documents referenced in this communication completely and with the understanding that actual future events and results may be materially different from expectations. Parent and the Company qualify all forward-looking statements by these cautionary statements.

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.

	SWK HOLDINGS CORPORATION
	By:	/s/ Joe D. Staggs
		Joe D. Staggs
		President and Chief Executive Officer

Date: March 31, 2026

FAQ

Did SWK Holdings (SWKH) stockholders approve the merger with Runway Growth?

Yes. Stockholders approved the Merger Agreement Proposal with 11,240,819 votes in favor, 8,763 against, and 7,091 abstentions at the Special Meeting on March 31, 2026.

How many SWK shares were outstanding and how many voted at the Special Meeting?

There were 12,095,906 issued and outstanding shares as of the record date, and 11,256,673 shares (93.06%) were represented in person or by proxy at the Special Meeting.

Were executive and director compensation proposals approved alongside the merger?

Yes. The non-binding Compensation Proposal passed with 11,214,361 votes in favor; the Director Compensation Proposal passed with 11,140,460 votes in favor at the Special Meeting.

Was the Adjournment Proposal considered at the Special Meeting?

No. The Adjournment Proposal was not voted on because there were sufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal.

Does approval at the Special Meeting mean the merger is closed?

No. Approval completes the stockholder vote step; the merger remains subject to the satisfaction or waiver of closing conditions in the Merger Agreement and any required regulatory approvals.