Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Agreement and Plan of Merger

On October 9, 2025, Runway Growth Finance Corp., a Maryland corporation ("RWAY"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with RWAY Portfolio Holding Corp., a Delaware corporation and a direct wholly-owned subsidiary of RWAY ("Intermediary Sub"), RWAY Portfolio Corp., a Delaware corporation and a direct wholly-owned subsidiary of Intermediary Sub ("Acquisition Sub"), Runway Growth Capital LLC, a Delaware limited liability company (the "Adviser") and SWK Holdings Corporation, a Delaware corporation ("SWK"). The Merger Agreement provides that, subject to the conditions set forth in the Merger Agreement, Acquisition Sub will merge with and into SWK, with SWK continuing as the surviving company and as a wholly-owned subsidiary of Intermediary Sub, or, in the alternative, SWK will merge with and into Acquisition Sub, with Acquisition Sub continuing as the surviving company and as a wholly-owned subsidiary of Intermediary Sub (in either case, the "First Merger"). Immediately after the effectiveness of the First Merger, SWK or Acquisition Sub, as applicable, will merge with and into Intermediary Sub (the "Second Merger"), with Intermediary Sub continuing as the surviving company and as a wholly-owned subsidiary of RWAY. Immediately after the effectiveness of the Second Merger, Intermediary Sub will merge with and into RWAY (the "Third Merger" and together with the First Merger and the Second Merger, the "Mergers"), with RWAY continuing as the surviving corporation.

The respective board of directors of each of RWAY (the "RWAY Board") and SWK, has approved, among other things, the Merger Agreement and the transactions contemplated thereby (the "Transactions").

Merger Consideration

Subject to the terms and conditions of the Merger Agreement, at the time a certificate of merger with respect to the First Merger is executed and filed with the Secretary of State of the State of Delaware as provided under the Delaware General Corporation Law (the "Effective Time"), each share of common stock, par value $0.001 per share, of SWK ("SWK Common Stock") issued and outstanding immediately prior to the Effective Time (other than shares of SWK Common Stock held by a subsidiary of SWK or held, directly or indirectly, by RWAY or any of its consolidated subsidiaries, including Intermediary Sub and Acquisition Sub and all treasury shares (the "Cancelled Shares")) will be converted, at the election of the respective SWK stockholder, into the right to receive newly issued shares of common stock, par value $0.01 per share, of RWAY ("RWAY Common Stock") equal to the Exchange Ratio (as defined below) (the "Per Share Stock Consideration") or an amount of cash equal to the SWK Per Share NAV (the "Per Share Cash Consideration" and, together with the Per Share Stock Consideration, the "Total Per Share Merger Consideration") and, in either case, an amount of cash, to be provided by the Adviser, equal to the quotient of (i) $9,000,000 divided by (ii) the number of shares of SWK Common Stock issued and outstanding as of the Determination Date (as defined below) (excluding any Cancelled Shares).

Two (2) days (excluding Sundays and holidays) prior to the Effective Time (such date, the "Determination Date"), each of RWAY and SWK will deliver to the other a calculation of its net asset value as of such date (such calculation with respect to SWK, the "Closing SWK Net Asset Value" and such calculation with respect to RWAY, the "Closing RWAY Net Asset Value"), in each case calculated in good faith and determined in accordance with the accounting and reporting guidance set forth in the United States generally accepted accounting principles' ("GAAP") Accounting Standards Certification topic 946 - Financial Services - Investment Companies, as modified pursuant to the terms of the Merger Agreement. Based on such calculations, the parties will calculate: (1) the "SWK Per Share NAV," which will be equal to (i) the Closing SWK Net Asset Value divided by (ii) the number of shares of SWK Common Stock issued and outstanding as of the Determination Date (excluding the Cancelled Shares) and (2) the "RWAY Per Share NAV," which will be equal to (i) the Closing RWAY Net Asset Value divided by (ii) the number of shares of RWAY's Common Stock issued and outstanding as of the Determination Date. The "Exchange Ratio" will be equal to the quotient (rounded to four decimal places) of (i) the SWK Per Share NAV divided by (ii) the RWAY Per Share NAV.

RWAY and SWK will update and redeliver the Closing RWAY Net Asset Value or the Closing SWK Net Asset Value, respectively, in the event that the closing of the Mergers is subsequently materially delayed or there is a material change to such calculation between the Determination Date and the closing of the Mergers and as needed to ensure that the calculation is determined within two (2) days (excluding Sundays and holidays) prior to the Effective Time.

Termination Rights

The Merger Agreement contains customary termination rights for each of RWAY and SWK, including the requirement that stockholders of SWK approve the First Merger.

Representations, Warranties and Covenants

The Merger Agreement contains customary representations and warranties of RWAY, SWK, the Intermediary Sub, the Acquisition Sub and the Adviser. Additionally, the Merger Agreement contains customary pre-closing covenants, including covenants requiring RWAY and/or SWK, as applicable, to (i) use reasonable best efforts to cause the consummation of the transactions contemplated by the Merger Agreement, (ii) conduct its business in the ordinary course, (iii) cooperate with the other party in the preparation and filing of a registration statement on Form N-14 (the "Registration Statement"), (iv) duly call, give notice of, convene and hold a special meeting of stockholders of SWK, (v) obtain certain regulatory and third party consents and (vi) refrain from taking, or causing their subsidiaries to take, certain actions prior to the consummation of the Mergers without, with respect to RWAY, SWK's consent and, with respect to SWK, RWAY's consent (which consent in each case is not to be unreasonably withheld, delayed or conditioned).

Conditions to the Mergers

The consummation of the Mergers is subject to the satisfaction or (to the extent permitted by law) waiver of certain customary closing conditions, including effectiveness of the Registration Statement, approval of SWK's stockholders, absence of a material adverse effect and certain other closing conditions set forth in the Merger Agreement. The obligation of each party to consummate the Mergers is also conditioned upon the other party's representations and warranties being true and correct (subject to certain materiality exceptions) and the other party having performed in all material respects its obligations under the Merger Agreement. Further, the Merger Agreement provides that SWK will not be obligated to consummate the Mergers should the amount by which a third-party valuation firm values the portfolio assets of SWK as of the Determination Date (as adjusted pursuant to the terms of the Merger Agreement) is more than $5,000,000 less than SWK's good faith determination of the carrying value of the underlying portfolio assets of SWK as of 5:00 p.m. New York City time on the Determination Date (as reflected in the books and records of SWK, determined in accordance with GAAP and in a manner consistent with the SWK's historical calculation of the carrying value of such assets).

General

The foregoing summary description of the Merger Agreement and the transactions contemplated thereby is subject to and qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and the terms of which are incorporated herein by reference.

The Merger Agreement has been filed as Exhibit 2.1 to this Current Report on Form 8-K in order to provide investors and security holders with information regarding its terms. It is not intended to provide any other information about the parties thereto or their respective subsidiaries and affiliates. The Merger Agreement contains representations, warranties, covenants and agreements that were made only for purposes of the Merger Agreement and as of specific dates; were solely for the benefit of the parties to the Merger Agreement (except as may be expressly set forth in the Merger Agreement); may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors and security holders should not rely on such representations, warranties, covenants or agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any of the parties to the Merger Agreement or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties, covenants and agreements may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by the parties to the Merger Agreement.

Key Stockholder Agreement

Concurrently with RWAY entering into the Merger Agreement, RWAY also entered into a key stockholder agreement (the "Key Stockholder Agreement") with Double Black Diamond Offshore Ltd., a Cayman Islands exempted company, (the "Key Stockholder") and, solely for the purposes of Section 4 thereto, Black Diamond Offshore Ltd., a Cayman Islands exempted company. The Key Stockholder owns 8,493,088 of the outstanding shares of SWK Common Stock, representing in the aggregate approximately 69.9% of the outstanding shares of SWK Common Stock as of October 9, 2025. Pursuant to the Key Stockholder Agreement, the Key Stockholder has agreed to vote its covered shares of SWK Common Stock in favor of the approval and adoption of the Merger Agreement. Additionally, pursuant to the Key Stockholder Agreement, the Key Stockholder has agreed to refrain from, directly or indirectly, absent the prior written consent of RWAY: (A)(i) engaging in or becoming a participant in any "solicitation" (as such term is used in the proxy rules of the SEC, but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), with respect to RWAY, RWAY Common Stock or any other voting securities of RWAY, of proxies or consents; or conducting any non-binding referendum with respect to any matter or proposal to be voted on by holders of RWAY Common Stock or other voting securities of RWAY, or (ii) making any public statement in support of any third-party solicitation or referendum with respect to RWAY, RWAY Common Stock or any other voting securities of RWAY; (B) seeking or proposing, alone or in concert with

others, to have the Adviser terminated or replaced, to prevent the adoption of the investment advisory agreement between RWAY and the Adviser (the "Advisory Agreement"), or to have the Advisory Agreement terminated, amended, modified or otherwise replaced or canceled; (C)(i) seeking or proposing, alone or in concert with others, election or appointment to, or representation on, the RWAY Board; or nominating or proposing the nomination of, or recommending the nomination of, any candidate to the RWAY Board, or (ii) seeking or proposing, alone or in concert with others, the removal of any member of the RWAY Board; (D)(i) seeking or proposing, alone or in concert with others, to call a meeting of the stockholders of RWAY, or (ii) making or being the proponent of any stockholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise) for consideration by the stockholders of RWAY; or (E) publicly disclosing any intention, plan or arrangement to take any action inconsistent with the provisions of sections (A) through (D) above.

Prior to entry into the Key Stockholder Agreement, the board of directors of SWK adopted resolutions approving the Key Stockholder Agreement under Section 203 of the General Corporation Law of the State of Delaware such that the restrictions on business combinations contained in Section 203 will not apply to the Mergers.

General

The foregoing summary description of the Key Stockholder Agreement is subject to and qualified in its entirety by reference to the Key Stockholder Agreement, a copy of which is filed as Exhibit 2.2 to this Current Report on Form 8-K and the terms of which are incorporated herein by reference.

The Key Stockholder Agreement has been filed as Exhibit 2.2 to this Current Report on Form 8-K in order to provide investors and security holders with information regarding its terms. It is not intended to provide any other information about the parties thereto or their respective subsidiaries and affiliates. The Key Stockholder Agreement contains representations, warranties, covenants and agreements that were made only for purposes of the Key Stockholder Agreement and as of specific dates; were solely for the benefit of the parties to the Key Stockholder Agreement (except as may be expressly set forth in the Key Stockholder Agreement); may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Key Stockholder Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors and security holders should not rely on such representations, warranties, covenants or agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any of the parties to the Key Stockholder Agreement or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties, covenants and agreements may change after the date of the Key Stockholder Agreement, which subsequent information may or may not be fully reflected in public disclosures by the parties to the Key Stockholder Agreement.