Runway Growth Finance Corporation

04/13/2026 | Press release | Distributed by Public on 04/13/2026 14:14

Initial Statement of Beneficial Ownership (Form 3)

FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Carlson Capital, L.P.
2. Date of Event Requiring Statement (Month/Day/Year)
04/09/2026
3. Issuer Name and Ticker or Trading Symbol
Runway Growth Finance Corp. [RWAY]
(Last) (First) (Middle)
2100 MCKINNEY AVE, STE 1900
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)
DALLAS, TX 75201
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, par value $0.001 per share (the Common Stock) 4,445,105 D(1)(2)(3)
Common Stock 6,430 D(1)(2)(4)
Common Stock 209,125 D(1)(2)(5)
Common Stock 32,505 D(1)(2)(6)
Common Stock 32,505 D(1)(2)(7)
Common Stock 32,505 D(1)(2)(8)
Common Stock 1,312 D(1)(2)(9)
Common Stock 4,445,105 I See footnotes(10)
Common Stock 4,445,105 I See footnotes(11)
Common Stock 4,517,857 I See footnotes(12)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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 control number.
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Carlson Capital, L.P.
2100 MCKINNEY AVE
STE 1900
DALLAS, TX 75201
X
Carlson Clint Duane
2100 MCKINNEY AVENUE
STE 1900
DALLAS, TX 75201
X

Signatures

Carlson Capital GP, L.P., By: /s/ Clint D. Carlson, Title: President 04/13/2026
**Signature of Reporting Person Date
By: /s/ Clint D. Carlson 04/13/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(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, 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
(2) (Continued from footnote 1) 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 Parent Common Stock to which this relates are 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 3 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 Parent Common Stock are held directly by Carlson Capital GP, L.P. ("Carlson Capital GP"), an affiliated entity to Carlson Capital. Carlson Capital GP disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.
(5) These shares of Parent Common Stock are 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 Parent Common Stock are 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 Parent Common Stock are 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 Parent Common Stock are 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 Parent Common Stock are 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 Parent Common Stock are 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 Parent Common Stock are 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 Parent Common Stock are 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 hold shares. Each disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

Remarks:
Power of Attorney for Carlson Capital, L.P.
Power of Attorney for Clint D. Carlson
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Runway Growth Finance Corporation published this content on April 13, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on April 13, 2026 at 20:15 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]