SWK Holdings Corp 8-K

What Happened
SWK Holdings Corporation (SWKH) held a special meeting of stockholders on March 31, 2026 and approved the Agreement and Plan of Merger dated October 9, 2025 to effect a merger into a Runway Growth Finance Corp. (RWAY) subsidiary. As of the March 2, 2026 record date there were 12,095,906 shares outstanding; 11,256,673 shares (93.06%) were represented at the meeting. The Merger Agreement Proposal was approved with 11,240,819 votes for, 8,763 against and 7,091 abstentions. The Adjournment Proposal was not needed and therefore not voted on.

Key Details

• Record date shares outstanding: 12,095,906; shares represented at meeting: 11,256,673 (93.06%).
• Merger Agreement (dated Oct 9, 2025) approved: 11,240,819 for; 8,763 against; 7,091 abstentions.
• Compensation (non‑binding advisory) approved: 11,214,361 for; 38,992 against; 3,320 abstentions.
• Director compensation approved: 11,140,460 for; 92,615 against; 23,598 abstentions.
• Merger parties include Runway Growth Finance Corp. (Parent/RWAY), RWAY Portfolio Holding Corp. and subsidiaries, Runway Growth Capital LLC (adviser) and SWK.

Why It Matters
Shareholders approved the proposed merger, a material corporate transaction that would make SWK a wholly owned subsidiary of RWAY following closing. However, closing remains subject to the conditions in the Merger Agreement and other customary closing requirements; the filing notes forward‑looking statements and lists risks (including possible termination or unmet conditions) that could prevent or delay completion. The advisory votes on executive and director compensation indicate shareholder support but are non‑binding. Investors should monitor future SEC filings for updates on timing, closing conditions, and any required regulatory approvals.