Merger converts SWK Holdings (SWKH) insider shares into cash or Runway stock

Rhea-AI Filing Summary

SWK Holdings Corp reported that, on completion of its merger with a Runway Growth Finance Corp subsidiary, all outstanding SWK common shares were cancelled and converted into the right to receive merger consideration. Each SWK share became exchangeable for either 1.7264 shares of Runway Growth Finance common stock or $20.59 in cash, in each case plus an additional cash payment of $0.74 per share funded by Runway Growth Capital LLC.

The Form 4 shows that SWK shares held through various Carlson-related funds, entities, trusts and individuals were adjusted in this restructuring, with the entries reflecting non-market "other" transactions and zero SWK shares reported as held afterward. The reporting persons disclaim beneficial ownership beyond their pecuniary interests.

Insights

Equity restructuring analyst

Filing records completion of SWK’s merger and cancels insider SWK holdings.

The Form 4 documents that SWK common stock was eliminated as a standalone security when SWK merged into a Runway Growth Finance subsidiary. Each SWK share converted into stock or cash consideration, plus an additional cash amount paid by the external adviser.

All reported Carlson-related positions in SWK moved through code J "other" transactions, consistent with a merger-driven restructuring rather than open-market trading. The filing also emphasizes that the entities and individuals involved disclaim beneficial ownership beyond their economic stake, underscoring that this is a mechanical closing step for the merger.

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
Other	Common Stock, par value $0.01 per share (the "Common Stock")	8,493,088	$0.00	--
Other	Common Stock	12,287	$0.00	--
Other	Common Stock	399,567	$0.00	--
Other	Common Stock	62,106	$0.00	--
Other	Common Stock	62,106	$0.00	--
Other	Common Stock	62,106	$0.00	--
Other	Common Stock	2,506	$0.00	--
Other	Common Stock	8,493,088	$0.00	--
Other	Common Stock	8,493,088	$0.00	--
Other	Common Stock	8,632,093	$0.00	--

Holdings After Transaction: Common Stock, par value $0.01 per share (the "Common Stock") — 0 shares (Direct); Common Stock — 0 shares (Direct); Common Stock — 0 shares (Indirect, See footnote)

Footnotes (1)

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, (Continued from footnote 1) 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 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 SWK Common Stock to which this relates were 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 4 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 SWK Common Stock were held directly by Carlson Capital GP, L.P., an affiliated entity to Carlson Capital. Carlson Capital GP, L.P. disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. These shares of SWK Common Stock were 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 SWK Common Stock were 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 SWK Common Stock were 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 SWK Common Stock were 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 SWK Common Stock were 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 SWK Common Stock were 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 SWK Common Stock were 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 SWK Common Stock were 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 held shares. Each disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

Key Figures

Per Share Stock Consideration: 1.7264 shares Per Share Cash Consideration: $20.59 per share Per Share Guaranteed Cash Payment: $0.74 per share +2 more

5 metrics

Per Share Stock Consideration 1.7264 shares Runway Growth Finance common stock per SWK share

Per Share Cash Consideration $20.59 per share Cash alternative for each SWK common share

Per Share Guaranteed Cash Payment $0.74 per share Additional cash funded by Runway Growth Capital LLC

Restructuring transactions 34,712,035 shares Shares categorized as restructuringShares in transaction summary

Fund-related SWK shares entry 8,493,088 shares Single transaction line tied to Double Black Diamond Offshore Ltd.

Key Terms

Agreement and Plan of Merger, Per Share Stock Consideration, Per Share Cash Consideration, Total Per Share Consideration, +1 more

5 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.

Per Share Stock Consideration financial

"either (A) 1.7264 shares of common stock... (the "Per Share Stock Consideration")"

Per Share Cash Consideration financial

"or (B) $20.59 in cash (the "Per Share Cash Consideration")"

Total Per Share Consideration financial

"collectively with the Per Share Stock Consideration and the Per Share Cash Consideration, the "Total Per Share Consideration""

pecuniary interest financial

"disclaims beneficial ownership of the securities... except as to such extent of the reporting person's pecuniary interest"

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Carlson Capital, L.P.

(Last) (First) (Middle)

2100 MCKINNEY AVE

STE 1900

(Street)

DALLAS TEXAS 75201

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
SWK Holdings Corp [ SWKH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/06/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share (the "Common Stock")	04/06/2026		J(1)(2)		8,493,088	D	$0.00(1)(2)	0	D(3)
Common Stock	04/06/2026		J(1)(2)		12,287	D	$0.00(1)(2)	0	D(4)
Common Stock	04/06/2026		J(1)(2)		399,567	D	$0.00(1)(2)	0	D(5)
Common Stock	04/06/2026		J(1)(2)		62,106	D	$0.00(1)(2)	0	D(6)
Common Stock	04/06/2026		J(1)(2)		62,106	D	$0.00(1)(2)	0	D(7)
Common Stock	04/06/2026		J(1)(2)		62,106	D	$0.00(1)(2)	0	D(8)
Common Stock	04/06/2026		J(1)(2)		2,506	D	$0.00(1)(2)	0	D(9)
Common Stock	04/06/2026		J(1)(2)		8,493,088	D	$0.00(1)(2)	0	I	See footnote(10)
Common Stock	04/06/2026		J(1)(2)		8,493,088	D	$0.00(1)(2)	0	I	See footnote(11)
Common Stock	04/06/2026		J(1)(2)		8,632,093	D	$0.00(1)(2)	0	I	See footnote(12)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Carlson Capital, L.P.

(Last) (First) (Middle)

2100 MCKINNEY AVE

STE 1900

(Street)

DALLAS TEXAS 75201

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Carlson Clint Duane

(Last) (First) (Middle)

2100 MCKINNEY AVENUE

STE 1900

(Street)

DALLAS TEXAS 75201

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

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,

2. (Continued from footnote 1) 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 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").

3. The shares of SWK Common Stock to which this relates were 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 4 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.

4. These shares of SWK Common Stock were held directly by Carlson Capital GP, L.P., an affiliated entity to Carlson Capital. Carlson Capital GP, L.P. disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.

5. These shares of SWK Common Stock were 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.

6. These shares of SWK Common Stock were 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.

7. These shares of SWK Common Stock were 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.

8. These shares of SWK Common Stock were 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.

9. These shares of SWK Common Stock were 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.

10. These shares of SWK Common Stock were 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.

11. These shares of SWK Common Stock were 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.

12. These shares of SWK Common Stock were 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 held shares. Each disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

	Carlson Capital, L.P., By: /s/ Clint D. Carlson, Title: President	04/08/2026
	Clint D. Carlson, By: /s/ Clint D. Carlson	04/08/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What does the SWK Holdings (SWKH) Form 4 for Carlson Capital report?

The Form 4 reports that SWK Holdings completed a merger where all SWK common shares were cancelled and converted into merger consideration. Carlson-related entities’ SWK positions were restructured in non-market transactions, leaving zero SWK shares reported as held afterward by the reporting persons.

What consideration did SWK Holdings (SWKH) shareholders receive in the merger?

Each SWK common share converted into either 1.7264 shares of Runway Growth Finance common stock or cash of $20.59, based on holder elections. In addition, shareholders were entitled to an extra cash payment of $0.74 per share funded by Runway Growth Capital LLC.

Were Carlson Capital and related parties buying or selling SWKH stock in this Form 4?

No open-market buying or selling is reported. The Form 4 uses code J for “other” transactions tied to the merger, meaning SWK shares held by Carlson-related funds, entities, trusts, and individuals were converted under the merger terms rather than traded on the market.

How many SWK Holdings shares were affected in Carlson-related restructuring transactions?

The transaction summary shows 34,712,035 shares categorized as restructuring shares across the reported code J transactions. These entries reflect merger-related adjustments to holdings, not traditional purchases or sales, and result in zero SWK shares reported as owned after completion.

Do Carlson Capital and Clint D. Carlson claim full beneficial ownership of the SWKH shares?

The filing states that Carlson Capital, Clint D. Carlson, and related entities disclaim beneficial ownership of the SWK securities beyond their pecuniary interest. Many shares were held by a Cayman fund, affiliated entities, trusts, a foundation, and family members, with authority and ownership divided among them.

Which entities associated with Carlson Capital held SWK Holdings (SWKH) shares before the merger?

Footnotes identify Double Black Diamond Offshore Ltd., Carlson Capital GP, Asgard Investment Corp. II, The Carlson Foundation, several family trusts, and certain family members as holding SWK shares. Carlson Capital acted as investment manager for the fund and related entities involved in the merger-driven share conversion.