SWK (SWKH) Proxy Filing summary

Executive summary

• A special meeting is scheduled for March 31, 2026, for shareholders to vote on a proposed merger between SWK Holdings Corporation and Runway Growth Finance Corp. (RWAY), with SWK merging into a wholly-owned RWAY subsidiary and ultimately becoming part of RWAY through a three-step merger process.

• The merger consideration for SWK shareholders includes a choice between cash or RWAY stock (subject to proration), plus a guaranteed $9 million cash payment from RWAY's adviser, with the exchange ratio based on net asset values determined shortly before closing.

• The SWK board unanimously recommends voting in favor of the merger and related proposals, citing a robust strategic review process, premium to standalone price, and anticipated benefits such as increased scale, diversification, and improved access to capital.

• The merger is expected to be accretive to RWAY's net investment income, with pro forma financials showing increased assets, diversified investments, and projected cost savings from eliminating duplicative expenses.

• The transaction is structured as an asset acquisition for accounting purposes, with no goodwill recognized, and is expected to be taxable for SWK shareholders.

Voting matters and shareholder proposals

• Shareholders will vote on four proposals: (1) approval of the merger agreement, (2) non-binding advisory approval of executive compensation related to the merger, (3) approval of director compensation related to the merger, and (4) approval of adjournment if more time is needed to solicit votes.

• Approval of the merger requires a majority of outstanding SWK shares; compensation and adjournment proposals require a majority of votes cast.

• Appraisal rights are available to dissenting SWK shareholders under Delaware law.

Board of directors and corporate governance

• The RWAY board will remain unchanged post-merger, and RWAY's adviser will continue to manage the combined company.

• SWK's board is composed solely of independent directors, and a key stockholder agreement ensures the largest shareholder will vote in favor of the merger.