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Runway merger leaves Carlson Capital with 0 SWK Holdings (SWKH) shares

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Carlson Capital affiliates and related entities report that they no longer beneficially own any shares of SWK Holdings Corporation following its merger with Runway Growth Finance Corp. On April 6, 2026, SWK merged into an acquisition subsidiary of Runway under an Agreement and Plan of Merger.

At the merger’s effective time, each share of SWK common stock was converted into either 1.7264 shares of Runway common stock or $20.59 in cash, based on each holder’s election and subject to proration, plus an additional $0.74 per share cash payment funded by the adviser. After this transaction, the reporting persons’ beneficial ownership fell to 0 shares, or 0% of SWK’s outstanding stock.

Positive

  • None.

Negative

  • None.
Beneficial ownership 0 shares Reporting persons’ holdings after merger
Ownership percentage 0% Portion of SWK common stock class now held
Stock consideration per share 1.7264 shares Runway Growth Finance common stock per SWK share
Cash election per share $20.59 Per Share Cash Consideration alternative to stock
Guaranteed cash payment $0.74 per share Additional cash funded by the adviser
Shares outstanding 12,095,906 shares SWK common shares outstanding as of March 2, 2026
Merger closing date April 6, 2026 Effective time of SWK–Runway merger
Agreement and Plan of Merger regulatory
"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
"1.7264 shares of common stock ... (the "Per Share Stock Consideration")"
Per Share Cash Consideration financial
"$20.59 in cash (the "Per Share Cash Consideration")"
Per Share Guaranteed Cash Payment financial
"$0.74 in cash, which represents a pro rata share of the guaranteed cash payment"
Total Per Share Consideration financial
"collectively with the Per Share Stock Consideration and the Per Share Cash Consideration, the "Total Per Share Consideration""
beneficially owned financial
"the Reporting Persons beneficially owned an aggregate of 0 Shares"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.





78501P203

(CUSIP Number)
Carlson Capital, L.P.
Attn: Rahim Ibrahim, 2100 McKinney Avenue
Dallas, TX, 75201
(214) 932-9600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
04/06/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




schemaVersion:


SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D


Double Black Diamond Offshore Ltd.
Signature:/s/ Clint D. Carlson
Name/Title:By: Carlson Capital, L.P., its investment manager, By: Asgard Investment Corp. II, its general partner, Clint D. Carlson, President
Date:04/08/2026
Carlson Capital, L.P.
Signature:/s/ Clint D. Carlson
Name/Title:By: Asgard Investment Corp. II, its general partner, Clint D. Carlson, President
Date:04/08/2026
Asgard Investment Corp. II
Signature:/s/ Clint D. Carlson
Name/Title:Clint D. Carlson, President
Date:04/08/2026
Asgard Investment Corp.
Signature:/s/ Clint D. Carlson
Name/Title:Clint D. Carlson, President
Date:04/08/2026
Clint D. Carlson
Signature:/s/ Clint D. Carlson
Name/Title:Clint D. Carlson
Date:04/08/2026

FAQ

What does the latest Schedule 13D/A for SWK Holdings (SWKH) disclose?

It discloses that Carlson Capital affiliates and related entities now beneficially own 0 shares of SWK Holdings. This follows SWK’s merger into a Runway Growth Finance Corp. subsidiary, which converted all SWK common stock into stock or cash plus an additional cash payment.

What merger terms affected SWK Holdings (SWKH) shareholders in this filing?

Each SWK share was converted into either 1.7264 shares of Runway Growth Finance common stock or $20.59 in cash, subject to election and proration. Shareholders also received an extra $0.74 per share in cash as a guaranteed payment funded by Runway Growth Capital’s adviser.

When did the SWK Holdings (SWKH) merger with Runway Growth Finance close?

The merger closed on April 6, 2026, when SWK Holdings was merged into an acquisition subsidiary of Runway Growth Finance. At that effective time, all SWK common shares were cancelled and converted into the specified stock-or-cash consideration plus the additional cash payment per share.

How many SWK Holdings (SWKH) shares were outstanding before this amendment?

The amendment references 12,095,906 SWK common shares outstanding as of March 2, 2026. This figure comes from SWK’s Form 8-K filed March 3, 2026 and is used to calculate that the reporting persons’ current beneficial ownership is approximately 0% of the outstanding shares.

Did Carlson Capital entities trade SWK Holdings (SWKH) shares since the prior amendment?

No. The filing states that no transactions in SWK common stock were effected by the reporting persons since Amendment No. 16. Their ownership dropped to zero as a result of the merger mechanics, not from open-market purchases or sales after the previous amendment.

Who are the main reporting persons in the SWK Holdings (SWKH) Schedule 13D/A?

The main reporting persons include Double Black Diamond Offshore Ltd., Carlson Capital, L.P., Asgard Investment Corp. entities, and Clint D. Carlson. Each now reports 0 shares beneficially owned, with 0% of the class, following completion of the Runway Growth Finance merger.