As filed with the Securities and Exchange Commission on November 18, 2025

Registration No. 333-[•]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-14

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Pre-Effective Amendment No.☐

Post-Effective Amendment No.☐

(Check appropriate box or boxes)

Runway Growth Finance Corp.

(Exact Name of Registrant as Specified in Charter)

205 N. Michigan Ave.

Suite 4200

Chicago, Illinois 60601

(Address of Principal Executive Offices)

(312) 698-6902

(Area Code and Telephone Number)

R. David Spreng

Runway Growth Finance Corp.

205 N. Michigan Ave.

Suite 4200

Chicago, Illinois 60601

(Name and Address of Agent for Service)

Copies to:

Approximate Date of Proposed Public Offering: As soon as practicable after this registration statement becomes effective and upon completion of the transactions described in the enclosed document.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

SWK HOLDINGS CORPORATION

5956 Sherry Lane

Suite 650

Dallas, Texas 75225

NOTICE OF VIRTUAL SPECIAL MEETING OF STOCKHOLDERS

Online Meeting Only — No Physical Meeting Location

www.[•].com

[•], 2025, at [•], Central Time

Dear Stockholder:

A Special Meeting of Stockholders (the “SWK Special Meeting”) of SWK Holdings Corporation, a Delaware corporation (“SWK”), will be conducted online on [•], 2025, at [•], Central Time at the following website: www.[•].com.

At the SWK Special Meeting, holders of shares of common stock, par value $0.001 per share, of SWK (such shares of common stock, “SWK Common Stock” and, such holders, “SWK Stockholders”) will consider and vote on proposals to:

RWAY and SWK are proposing a combination of both companies by a merger and related transactions pursuant to the Merger Agreement in which Acquisition Sub would 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 pursuant to the First Merger (the “Alternative Structure”). Following 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 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.

AFTER CAREFUL CONSIDERATION, THE BOARD OF DIRECTORS OF SWK UNANIMOUSLY APPROVED THE MERGER AGREEMENT, DETERMINED THE MERGER AGREEMENT AND THE OTHER TRANSACTIONS CONTEMPLATED THEREBY (OTHER THAN THE SECOND MERGER, THE THIRD MERGER AND THE ALTERNATIVE STRUCTURE) ADVISABLE AND UNANIMOUSLY RECOMMENDS THAT SWK STOCKHOLDERS VOTE “FOR” EACH OF THE PROPOSALS.

You have the right to receive notice of, and to vote at, the SWK Special Meeting if you were a stockholder of record of SWK at the close of business on [•], 2025. A proxy statement/prospectus is attached to this Notice that describes the matters to be voted upon at the SWK Special Meeting or any adjournment(s) or postponement(s) thereof. The enclosed proxy card will instruct you as to how you may authorize a proxy to vote your shares via the Internet, by telephone or by signing, dating and returning the enclosed proxy card. In addition, information regarding how to find the logistical details of the virtual SWK Special Meeting (including how to remotely access, participate in and vote during the virtual meeting) is included in the section entitled “The SWK Special Meeting” of the attached proxy statement/prospectus.

Whether or not you plan to participate in the SWK Special Meeting, we encourage you to authorize a proxy to vote your shares by following the instructions on the enclosed proxy card. Please note, however, that if you wish to vote during the SWK Special Meeting and your shares are held of record by a broker or nominee, you must obtain a “legal” proxy issued in your name from that record holder.

We are not aware of any other business that may properly be brought before the SWK Special Meeting.

Thank you for your continued support of SWK.

Dallas, TX

[•], 2025

To ensure proper representation at the SWK Special Meeting, please follow the instructions on the enclosed proxy card to authorize a proxy to vote your shares via the Internet or telephone, or by signing, dating and returning the enclosed proxy card. Even if you authorize a proxy to vote your shares prior to the virtual SWK Special Meeting, you still may participate in the virtual SWK Special Meeting.

TABLE OF CONTENTS

ABOUT THIS DOCUMENT

This document, which forms part of a registration statement on Form N-14 filed with the U.S. Securities and Exchange Commission (the “SEC”) by Runway Growth Finance Corp., a Maryland corporation (“RWAY”), (File No. 333-[•]), constitutes a prospectus under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of common stock, par value $0.01 per share, of RWAY (“RWAY Common Stock” and, such holders, “RWAY Stockholders”) to be issued to holders of the shares of common stock, par value $0.001 per share, of SWK Holdings Corporation, a Delaware corporation (“SWK”) (such shares of common stock, “SWK Common Stock,” and such holders, “SWK Stockholders”) pursuant to the Agreement and Plan of Merger, dated as of October 9, 2025, by and among RWAY; SWK; 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”); and Runway Growth Capital LLC, a Delaware limited liability company and the external investment adviser to RWAY (the “Adviser”) (as may be amended from time to time, the “Merger Agreement”).

RWAY and SWK are proposing a combination of both companies by a merger and related transactions pursuant to the Merger Agreement in which Acquisition Sub would 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 (the “Alternative Structure”) (with either structure being the “First Merger”). Following 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 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 “Combined Company”).

This document also constitutes a proxy statement of SWK under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). It also constitutes a notice of meeting with respect to the Special Meeting of SWK Stockholders (the “SWK Special Meeting”), at which SWK Stockholders will be asked to vote upon the Merger Proposal, the Compensation Proposal and Adjournment Proposal (as defined below).

As described above, SWK Stockholders will be asked to vote on the following proposals at the SWK Special Meeting:

You should rely only on the information contained in this proxy statement/prospectus, including in determining how to vote your shares of SWK Common Stock. No one has been authorized to provide you with information that is different from that contained in this proxy statement/prospectus. This proxy statement/prospectus is dated [•], 2025. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. Neither any mailing of this proxy statement/prospectus to SWK Stockholders nor the issuance of RWAY Common Stock in connection with the First Merger will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

Except where the context otherwise indicates, information contained in this proxy statement/prospectus regarding RWAY has been provided by RWAY and information contained in this proxy statement/prospectus regarding SWK has been provided by SWK.

QUESTIONS AND ANSWERS ABOUT THE SWK SPECIAL MEETING AND THE MERGERS

The questions and answers below highlight only selected information from this proxy statement/prospectus. They do not contain all of the information that may be important to you. You should read carefully this entire document to fully understand the Merger Agreement, which is attached as Annex A hereto, and the transactions contemplated thereby (including the Mergers) and the voting procedures for the SWK Special Meeting.

Questions and Answers about the SWK Special Meeting

SUMMARY OF THE MERGERS

This summary highlights selected information contained elsewhere in this proxy statement/prospectus and may not contain all of the information that is important to you. You should carefully read this entire proxy statement/prospectus, including the other documents to which this proxy statement/ prospectus refers, for a more complete understanding of the Mergers. In particular, you should read the annexes attached to this proxy statement/prospectus, including the Merger Agreement, which is attached as Annex A hereto, as it is the legal document that governs the Mergers. See “Where You Can Find More Information.” For a discussion of the risk factors, you should carefully consider, see the section entitled “Risk Factors.”

The Parties to the Mergers

Runway Growth Finance Corp.

205 N. Michigan Ave.

Suite 4200

Chicago, Illinois 60601

(312) 698-6902

RWAY is a non-diversified closed-end investment company that has elected to be regulated as a business development company (“BDC”) under the 1940 Act. In addition, for tax purposes, RWAY has elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Code. RWAY is externally managed by the Adviser. RWAY Common Stock began to trade under the ticker “RWAY” on the NASDAQ Global Select Market on October 21, 2021.

RWAY’s investment objective is to maximize its total return to its stockholders primarily through current income on its loan portfolio and secondarily through capital gains on its warrants and other equity positions. RWAY typically invests in senior secured term loans and other senior debt obligations and may on occasion invest in second lien loans. RWAY generally receives warrants and/or other equity securities from portfolio companies in connection with its investments in loans to these companies. RWAY focuses on lending to late and growth stage companies in technology, healthcare, business services, financial services, and select consumer services and products in other high-growth industries. RWAY is typically the sole lender to its portfolio companies and does not actively syndicate the loans it originates to other lenders nor does it participate in syndications built by other lenders. RWAY originates its investments through two strategies: Sponsored Growth Lending and Non-Sponsored Growth Lending. In addition to its core strategy of providing Sponsored Growth Lending and Non-Sponsored Growth Lending, RWAY may also opportunistically participate in the secondary markets for investments that are consistent with its broader investment strategy. RWAY seeks to construct a balanced portfolio with diversification among sponsored and non-sponsored transactions, diversification among sponsors within the Sponsored Growth Lending strategy, diversification among industry, geography, and stage of development, all contributing to a favorable risk-adjusted return for the portfolio viewed as a whole. Borrowers tend to use the proceeds of RWAY’s financing to invest in sales and marketing, expand capacity of the overall business or refinance existing debt.

RWAY Portfolio Holding Corp.

205 N. Michigan Ave.

Suite 4200

Chicago, Illinois 60601

(312) 698-6902

Intermediary Sub is a Delaware corporation and a newly incorporated wholly-owned subsidiary of RWAY. Intermediary Sub was formed in connection with, and for the sole purpose of, the Mergers.

RWAY Portfolio Corp.

205 N. Michigan Ave.

Suite 4200

Chicago, Illinois 60601

(312) 698-6902

Acquisition Sub is a Delaware corporation and a newly incorporated wholly-owned subsidiary of Intermediary Sub. Acquisition Sub was formed in connection with, and for the sole purpose of, the Mergers.

SWK Holdings Corporation

5956 Sherry Lane

Suite 650

Dallas, TX, 75225

(972) 687-7250

SWK was incorporated in July 1996 in California and reincorporated in Delaware in September 1999. In July 2012, SWK commenced a strategy of building a specialty finance and asset management business. In August 2019, SWK commenced a complementary strategy of building a pharmaceutical development, manufacturing and intellectual property licensing business. Until recently, SWK’s operations were comprised of two reportable segments: “Finance Receivables” and “Pharmaceutical Development.” As a result of the sale and assignment of assets related to its contract manufacturing, formulation and development services business to AptarGroup, Inc., the Finance Receivables segment is the only remaining operating segment. SWK evaluates and invests in a broad range of healthcare related companies and products with innovative intellectual property, including the biotechnology, medical device, medical diagnostics and related tools, animal health and pharmaceutical industries (collectively, “life sciences”). SWK allocates capital within its finance receivables portfolio in order to generate income through the sales of life science products by third parties and related earned income sources.

Runway Growth Capital LLC

205 N. Michigan Ave.

Suite 4200

Chicago, Illinois 60601

(312) 698-6902

The Adviser was formed in 2015 to pursue an investment strategy focused on providing growth financing for dynamic, late and growth stage companies. David Spreng, Chief Executive Officer and President, formed the Adviser following a more than 25-year career in venture capital investing and lending. The Adviser has 26 employees across three offices in the United States, including twelve investment professionals focused on origination, underwriting, and managing its investment portfolio. The Adviser consistently demonstrates a credit first culture while maintaining, what the Adviser believes, is an admirable reputation among borrowers for industry knowledge, creativity, and understanding of the challenges often faced by late and growth stage companies.

In January 2025, the Adviser was acquired by certain private investment funds advised by BC Partners Credit and Mount Logan Capital Inc. pursuant to its minority investment. BC Partners Credit was launched in February 2017, with a focus on identifying attractive credit opportunities in any market environment, often in complex market segments. The platform leverages the broader firm’s deep industry and operating resources to provide flexible financing solutions to middle-market companies across Business Services, Industrials, Healthcare and other select sectors. Mount Logan Capital Inc. is an alternative asset management and insurance solutions company that is focused on public and private debt securities in the North American market and the reinsurance of annuity products, primarily through its wholly owned subsidiaries Mount Logan Management LLC and Ability Insurance Company, respectively. Mount Logan Capital Inc. also actively sources, evaluates, underwrites, manages, monitors and primarily invests in loans, debt securities, and other credit-oriented instruments that present attractive risk-adjusted returns and present low risk of principal impairment through the credit cycle.

The Adviser is registered as an investment adviser with the SEC under the Investment Advisers Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “Advisers Act”). Subject to the overall supervision of the RWAY Board, the Adviser manages RWAY’s day-to-day operations and provides RWAY with investment advisory services pursuant to the third amended and restated investment advisory agreement, dated January 30, 2025 (the “RWAY Investment Advisory Agreement”).

Merger Structure

Pursuant to the terms of the Merger Agreement, as of the Effective Time, Acquisition Sub will merge with and into SWK, with SWK surviving the First Merger as a wholly-owned subsidiary of Intermediary Sub, or, in the alternative, SWK will merge with and into Acquisition Sub, with Acquisition Sub surviving the First Merger as a wholly-owned subsidiary of Intermediary Sub (i.e., the First Merger). Immediately following the occurrence of the Effective Time, SWK or Acquisition Sub, as applicable, will merge with and into Intermediary Sub (i.e., the Second Merger). Intermediary Sub will be the surviving company and continue its existence as a corporation under the laws of the state of Delaware, the corporate existence of SWK or Acquisition Sub, as applicable, will cease to exist. Immediately following the Second Effective Time, Intermediary Sub will merge with and into RWAY (i.e., the Third Merger). RWAY will be the surviving company in the Third Merger and will continue its existence as a corporation under the laws of the state of Maryland. At such time, the separate existence of Intermediary Sub will cease.

The Merger Agreement is attached as Annex A to this proxy statement/prospectus. RWAY and SWK encourage their respective stockholders to read the Merger Agreement carefully and in its entirety, as it is the legal document governing the Mergers.

Merger Consideration

At the Effective Time, each share of SWK Common Stock issued and outstanding immediately prior to the Effective Time, other than any shares of SWK Common Stock that are issued and outstanding and are owned by RWAY or any of its consolidated subsidiaries prior to the Effective Time or any treasury shares of SWK, which will be cancelled with no consideration exchanged therefor (the “Cancelled Shares”), will be converted, at the election of the respective SWK Stockholder, into the right to receive either (a) an amount of cash equal to the SWK Per Share NAV (as defined below) and such consideration, the “Per Share Cash Consideration”) or (b) a number of validly issued, fully paid and non-assessable shares of RWAY Common Stock equal to the quotient (rounded to four decimal places) of the SWK Per Share NAV divided by the RWAY Per Share NAV (as defined below) (the “Per Share Stock Consideration”), in each case of (a) and (b), subject to the applicable holder’s election for such share and the adjustments set forth in the Merger Agreement and describe below, plus (c) the quotient of $9,000,000 in cash (to be paid by the Adviser) (the "Guaranteed Cash Payment") divided by the numbers of shares of SWK Common Stock outstanding as of the Determination Date (excluding any Cancelled Shares) (the “Per Share Guaranteed Cash Payment”) (the Per Share Guaranteed Cash Payment, together with the Per Share Cash Consideration and the Per Share Stock Consideration, as applicable, the “Total Per Share Consideration”). See the section entitled “Description of the Merger Agreement – Election” for a more information on the election of the Per Share Cash Consideration and the Per Share Stock Consideration.

In connection with determining Closing SWK Net Asset Value (as defined below), SWK will present its 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 (the value of each of such asset, the “SWK Marks”) to a valuation firm chosen by SWK (the “SWK Valuation Firm”). The SWK Valuation Firm will then determine in good faith a valuation range with respect to each underlying portfolio asset of SWK as of 5:00 p.m. New York City time on the Determination Date (each such range, an “Asset Valuation Range”). SWK will then calculate the “Adjudicated Portfolio Value,” in which each of the SWK Marks that are valued outside the Asset Valuation Range for such portfolio asset are deemed to be, (i) in the event the SWK Mark is higher than the highest value in the Asset Valuation Range for such asset, the highest value of such

Asset Valuation Range and (ii) in the event the SWK Mark is lower than the lowest value in the Asset Valuation Range for such asset, the lowest value of such Asset Valuation Range; provided that, in the event the SWK Mark for a portfolio asset is within the Asset Valuation Range for such asset, the value of such asset is deemed to be the SWK Mark.

On the Determination Date, each of RWAY and SWK will deliver to the other a calculation of its estimated 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. With respect to the Closing SWK Net Asset Value, such calculation will be determined in accordance with the determination of the Adjudicated Portfolio Value as set forth above and as more fully described in 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 (other than 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.

Market Price of Securities

RWAY Common Stock is traded on the NASDAQ Global Select Market under the symbol “RWAY.” SWK Common Stock is traded on the NASDAQ Capital Market under the symbol “SWKH.”

The following table presents the most recently determined NAV per share of RWAY Common Stock and the most recently determined NAV per share of SWK Common Stock and the closing sales price as of the last trading day before execution of the Merger Agreement.

Risks Relating to the Mergers

The Mergers and the other transactions contemplated by the Merger Agreement are subject to, among others, the following risks. RWAY Stockholders and SWK Stockholders should carefully consider these risks before deciding how to vote on the Merger Proposal to be voted on at the SWK Special Meeting.

See the section entitled “Risk Factors – Risks Relating to the Mergers” for a more detailed discussion of these risks.

Treatment of Equity Awards

Treatment of SWK Restricted Stock Awards

Each award of restricted SWK Common Stock granted under SWK’s 2010 Equity Incentive Plan, as amended (“SWK Restricted Stock Award”) that is outstanding and unvested as of the Effective Time will vest in full immediately prior to the Effective Time and each share of SWK Common Stock subject to an outstanding SWK Restricted Stock Award shall be accelerated and cancelled in exchange for the right to receive the Total Per Share Consideration, subject to applicable withholding.

Interests of the Directors and Executive Officers of SWK in the Mergers

Certain of SWK’s directors and executive officers may have financial interests in the Mergers that are different from, or in addition to, the interests of the SWK Stockholders generally. The SWK Board was aware of these potential interests and considered them, among other matters, in evaluating and negotiating the Merger Agreement and in reaching its decision to approve the Merger Agreement and the transactions contemplated thereby (other than the Second Merger, the Third Merger and the Alternative Structure), and to recommend that the SWK Stockholders adopt the Merger Agreement and approve the First Merger. These interests include the following, among others:

The interests of SWK’s directors and executive officers are described in more detail in the section entitled “The Mergers — Interests of the Directors and Executive Officers of SWK in the Mergers” of this proxy statement/prospectus.

U.S. Federal Income Tax Consequences of the Mergers

U.S. holders of SWK Common Stock will be treated as having sold their SWK Common Stock in a taxable sale and will generally recognize gain or loss equal to the difference between the fair market value of the RWAY Common Stock and cash received (including such holder’s share of the Aggregate Cash Consideration) and the basis in his or her SWK Common Stock. This gain or loss will generally be capital gain or loss, and will be long-term capital gain or loss if, as of the effective date of the Mergers, the holding period for such shares of SWK Common Stock is greater than one year. The deductibility of capital losses is subject to limitations.

Special Meeting of SWK Stockholders

SWK plans to hold the SWK Special Meeting virtually on [•], 2025, at [•], Central Time, at the following website www.[•].com. At the SWK Special Meeting, SWK Stockholders will be asked to approve the Merger Proposal, the Compensation Proposal and the Adjournment Proposal.

A SWK Stockholder can vote at the SWK Special Meeting if such stockholder owned shares of SWK Common Stock at the close of business on the SWK Record Date. As of that date, there were [•] shares of SWK Common Stock issued and outstanding and entitled to vote. Approximately [•] of such total outstanding shares, or approximately [•]%, were owned beneficially or of record by directors and executive officers of SWK.

After careful consideration, the SWK Board unanimously approved the Merger Agreement, determined the Merger Agreement and the other transactions contemplated thereby (other than the Second Merger, the Third Merger and the Alternative Structure) are advisable and unanimously recommends that SWK Stockholders vote “FOR” the Merger Proposal, Compensation Proposal and the Adjournment Proposal.

Vote Required — SWK

Each share of SWK Common Stock held by a holder of record as of the SWK Record Date (i.e., [•], 2025) has one vote on each matter to be considered at the SWK Special Meeting or any adjournment or postponement thereof.

The Merger Proposal

The affirmative vote of the holders of SWK Common Stock representing a majority of outstanding shares of SWK Common Stock entitled to vote at the SWK Special Meeting is required to approve the Merger Proposal.

Abstentions will be treated as present for quorum purposes and will have the same effect as a vote “AGAINST” the Merger Proposal. If the enclosed proxy card is signed and returned without any directions given, the shares of the SWK Common Stock will be voted “FOR” the Merger Proposal.

The Compensation Proposal

The affirmative vote of the holders of SWK Common Stock representing a majority of all votes properly cast at the SWK Special Meeting is required to approve the Compensation Proposal.

Abstentions will have no effect on the voting outcome of the Compensation Proposal, although abstentions will be treated as shares present for quorum purposes. If the enclosed proxy card is signed and returned without any directions given, the shares of the SWK Common Stock will be voted “FOR” the Compensation Proposal.

The Adjournment Proposal

The affirmative vote of the holders of SWK Common Stock representing a majority of all the votes properly cast at the SWK Special Meeting is required to approve the Adjournment Proposal.

Abstentions will have no effect on the voting outcome of the Adjournment Proposal, although abstentions will be treated as shares present for quorum purposes. If the enclosed proxy card is signed and returned without any directions given, the shares of the SWK Common Stock will be voted “FOR” the Adjournment Proposal.

Voting of Key Stockholder

As of the SWK Record Date, Double Black Diamond Offshore, Ltd. (as defined below) is entitled to vote approximately [•] shares of SWK Common Stock, or approximately [•]% of total shares outstanding on that date.

RWAY, Double Black Diamond Offshore, Ltd. and Black Diamond Offshore, Ltd. have entered into the Key Stockholder Agreement (as defined below). See the section entitled “Description of Key Stockholder Agreement” for a description of this agreement.

Completion of the Mergers

As more fully described elsewhere in this proxy statement/prospectus and in the Merger Agreement, the completion of the Mergers depends on a number of conditions being satisfied or, where legally permissible, waived. For information on the conditions that must be satisfied or waived for the Mergers to occur, see the section entitled “Description of the Merger Agreement – Conditions to Closing the Mergers.” While there can be no assurance as to the exact timing, or that the Mergers will be completed at all, RWAY and SWK are working to complete the Mergers in the fourth quarter of 2025 or the first quarter of 2026. It is currently expected that the Mergers will be completed promptly following receipt of the required stockholder approval at the SWK Special Meeting and the satisfaction or waiver of the other closing conditions set forth in the Merger Agreement.

Termination of the Merger

The Merger Agreement contains certain termination rights for RWAY and SWK, as discussed below in the section entitled “Description of the Merger Agreement – Termination of the Merger Agreement.”

Management of the Combined Company

Subject to applicable law, the directors of RWAY immediately prior to the Mergers will remain the directors of RWAY and will hold office until their respective successors are duly elected and qualify, or their earlier death or incapacity, resignation or removal. Following the Mergers, the Adviser will continue to be the investment adviser to RWAY.

Board Recommendation; Reasons for the Mergers

RWAY

The RWAY Board consulted with its legal and other advisors, as well as RWAY management, and considered numerous factors, and the RWAY Board unanimously determined that the Mergers are in the best interests of RWAY and the RWAY Stockholders.

The RWAY Board, with the assistance of their legal advisors, weighed various benefits and risks in considering the Mergers, both with respect to the immediate effects of the Mergers on RWAY and RWAY Stockholders and with respect to the potential benefits that could be experienced by the Combined Company after the Mergers. Some of the material factors considered by the RWAY Board in concluding that the Mergers are in the best interests of RWAY and RWAY Stockholders included, among others:

Some of the material risks considered by the RWAY Board in concluding that the Mergers are in the best interests of RWAY and RWAY Stockholders included, among others:

For a further discussion of the material factors considered by the RWAY Board see the section entitled “The Mergers – Board Recommendation; Reasons for the Mergers – RWAY Reasons for the Mergers.”

SWK

The SWK Board consulted with its legal and other advisors, as well as SWK management, and considered numerous factors, and the SWK Board unanimously determined that the Merger Agreement and the transactions contemplated thereby (other than the Second Merger, the Third Merger and the Alternative Structure) are advisable, fair to and in the best interests of SWK and SWK Stockholders.

The SWK Board, with the assistance of its legal and financial advisors, weighed various benefits and risks in considering the First Merger, both with respect to the immediate effects of the First Merger on SWK and SWK Stockholders and with respect to the potential benefits that could be experienced by the Combined Company after the First Merger. For the material factors (both positive and negative) considered by the SWK Board in concluding that the transactions contemplated by the Merger Agreement (other than the Second Merger, the Third Merger and the Alternative Structure) are in the best interests of SWK and SWK Stockholders, see the section entitled “The Mergers – SWK Board Recommendation; SWK Reasons for the Merger.”

The SWK Board has unanimously approved the Merger Agreement and the transactions contemplated thereby (other than the Second Merger, the Third Merger and the Alternative Structure), determined the Merger Agreement and the transactions contemplated thereby (other than the Second Merger, the Third Merger and the Alternative Structure) advisable and directed that such matters be submitted to SWK Stockholders for approval. After careful consideration the SWK Board unanimously approved the Merger Agreement and the transactions contemplated thereby (other than the Second Merger, the Third Merger and the Alternative Structure), determined the Merger Agreement and the other transactions contemplated thereby (other than the Second Merger, the Third Merger and the Alternative Structure) are advisable and unanimously recommends that SWK Stockholders vote “FOR” each of the Proposals.

Stockholders Will Have Appraisal Rights

Subject to the closing of the First Merger, SWK Stockholders who do not vote in favor of the Merger Proposal and otherwise comply with the procedures and satisfy the conditions set forth in Section 262 of the DGCL are entitled to appraisal rights under Section 262 of the DGCL. Failure to follow exactly the procedures specified under Section 262 of the DGCL will result in the loss of appraisal rights. See the section entitled “The Mergers — Appraisal Rights” of this proxy statement/prospectus.

RISK FACTORS

In addition to the other information included in this document, SWK Stockholders should carefully consider the risks described below in determining whether to approve the Merger Proposal. The information in “Item 1A. Risk Factors” in Part I of RWAY’s Annual Report on Form 10-K (file no. 814-01180) for the fiscal year ended December 31, 2024, in “Item 1A. Risk Factors” in Part II of RWAY’s Quarterly Report on Form 10-Q (file no. 814-01180) for the quarter ended March 31, 2025, in “Item 1A. Risk Factors” in Part II of RWAY’s Quarterly Report on Form 10-Q (file no. 814-01180) for the quarter ended June 30, 2025, and in “Item 1A. Risk Factors” in Part II of RWAY's Quarterly Report on Form 10-Q (file no. 814-01180) for the quarter ended September 30, 2025 is incorporated herein by reference for general risks related to RWAY. The information in “Item 1A. Risk Factors” in Part I of SWK’s Annual Report on Form 10-K (file no. 001-39184) for the fiscal year ended December 31, 2024, in “Item 1A. Risk Factors” in Part II of SWK’s Quarterly Report on Form 10-Q (file no. 001-39184) for the quarter ended March 31, 2025, in “Item 1A. Risk Factors” in Part II of SWK’s Quarterly Report on Form 10-Q (file no. 001-39184) for the quarter ended June 30, 2025 and in “Item 1A. Risk Factors” in Part II of SWK’s Quarterly Report on Form 10-Q (file no. 001-39184) for the quarter ended September 30, 2025 is incorporated herein by reference for general risks related to SWK. The occurrence of any of these risks could materially and adversely affect the business, prospects, financial condition, results of operations and cash flow of RWAY and SWK and, following the Mergers, the Combined Company, and might cause you to lose all or part of your investment. The risks, as set out below and incorporated by reference herein, are not the only risks RWAY and SWK and, following the Mergers, the Combined Company, face, and there may be additional risks that RWAY and SWK do not presently know of or that they currently consider not likely to have a significant impact. New risks may emerge at any time, and RWAY and SWK cannot predict such risks or estimate the extent to which they may affect the business or financial performance of RWAY and SWK and, following the Mergers, the Combined Company. See the sections entitled “Incorporation by Reference for RWAY,” “Incorporation by Reference for SWK” and “Where You Can Find More Information” in this proxy statement/prospectus.

Risks Relating to the Mergers

Most RWAY Stockholders and SWK Stockholders will experience a reduction in percentage ownership and voting power in the Combined Company as a result of the Mergers.

RWAY Stockholders will experience a reduction in their percentage ownership interests and effective voting power in respect of the Combined Company relative to their percentage ownership interests in RWAY prior to the Mergers unless they hold a comparable or greater percentage ownership in SWK. Consequently, RWAY Stockholders should generally expect to exercise less influence over the management and policies of the Combined Company following the Mergers than they currently exercise over the management and policies of RWAY.

SWK Stockholders will experience a reduction in their percentage ownership interests and effective voting power in respect of the Combined Company relative to their percentage ownership interests in SWK prior to the Mergers unless they hold a comparable or greater percentage ownership in RWAY. Consequently, SWK Stockholders should generally expect to exercise less influence over the management and policies of the Combined Company following the Mergers than they currently exercise over the management and policies of SWK.

In addition, prior to completion of the Mergers, subject to certain restrictions in the Merger Agreement and certain restrictions under the 1940 Act for issuances at prices below the then-current NAV per share of RWAY Common Stock and SWK Common Stock, RWAY and SWK may issue additional shares of RWAY Common Stock and SWK Common Stock, respectively, which would further reduce the percentage ownership of the Combined Company to be held by current RWAY Stockholders and SWK Stockholders.

RWAY may be unable to realize the benefits anticipated by the Mergers, including estimated cost savings, or it may take longer than anticipated to achieve such benefits.

The realization of certain benefits anticipated as a result of the Mergers will depend in part on the integration of SWK’s investment portfolio with RWAY’s investment portfolio, and the integration of SWK’s business with RWAY’s business. Though the Adviser believes it can integrate RWAY and SWK given the significant overlap in their respective investment portfolios, operations and governance structure, there can be no assurance that SWK’s investment portfolio or business can be operated profitably or integrated successfully into RWAY’s operations in a timely fashion or at all. The dedication of management resources to such integration may detract attention from the day-to-day business of the Combined Company, and there can be no assurance that there will not be substantial costs associated with the transition process or there will not be other material adverse effects as a result of these integration efforts. Such effects, including incurring unexpected costs or delays in connection with such integration and failure of SWK’s investment portfolio to perform as expected, could have a material adverse effect on the financial results of the Combined Company.

RWAY also expects to achieve certain synergies and cost savings from the Mergers when the two companies have fully integrated their portfolios. It is possible that the estimates of these synergies and potential cost savings could ultimately be incorrect. The cost savings estimates also assume that RWAY will be able to combine its operations and SWK’s operations in a manner that permits those cost savings to be fully realized. If the estimates turn out to be incorrect, or if RWAY is not able to successfully combine SWK’s investment portfolio or business with its operations, the anticipated synergies and cost savings may not be fully realized (or realized at all) or may take longer to realize than expected.

The announcement and pendency of the Mergers could adversely affect both RWAY’s and SWK’s businesses, financial results and operations.

The announcement and pendency of the Mergers could cause disruptions in, and create uncertainty surrounding, both RWAY’s and SWK’s businesses, including affecting relationships with existing and future borrowers, which could have a significant negative impact on future revenues and results of operations, regardless of whether the Mergers are completed. In addition, RWAY and SWK have diverted, and will continue to divert, management resources towards the completion of the Mergers, which could have a negative impact on their future revenues and results of operations.

RWAY and SWK are also subject to the restrictions on the conduct of each of their businesses prior to the completion of the Mergers set forth in the Merger Agreement. Generally, these restrictions will require RWAY and SWK to conduct their businesses only in the ordinary course and subject to specific limitations, including, among other things, certain restrictions on their ability to make certain investments and acquisitions, sell, transfer or dispose of their assets, amend their organizational documents and enter into or modify certain material contracts. These restrictions could prevent RWAY or SWK from pursuing otherwise attractive business opportunities, industry developments and future opportunities and may otherwise have a significant negative impact on their future investment income and results of operations.

If the Mergers do not close, SWK will not benefit from the expenses they have incurred in pursuit of the Mergers.

The Mergers may not be completed. If the Mergers are not completed, SWK will have incurred substantial expenses for which no ultimate benefit will have been received. SWK has incurred out-of-pocket expenses in connection with the Mergers for investment banking, legal and accounting fees and financial printing and other related charges, much of which will be incurred even if the Mergers are not completed. Under the terms of the Merger Agreement, such expenses incurred in connection with the Mergers will be taken into account in the calculation of the Closing SWK Net Asset Value.

The termination of the Merger Agreement could negatively impact SWK.

If the Merger Agreement is terminated, there may be various consequences, including:

The Merger Agreement limits the ability of SWK to pursue alternatives to the Mergers.

The Merger Agreement includes restrictions on the ability of SWK to solicit proposals for alternative transactions or engage in discussions regarding such proposals, subject to exceptions and termination provisions (as more fully described in the section entitled “Description of the Merger Agreement – Other Covenants”), which could have the effect of discouraging such proposals from being made or pursued.

The Mergers are subject to closing conditions, including approval by SWK Stockholders, that, if not satisfied or (to the extent legally allowed) waived, will result in the Mergers not being completed, which may result in material adverse consequences to the business and operations of RWAY and SWK.

The Mergers are subject to closing conditions, including approval of SWK Stockholders that, if not satisfied or (to the extent legally allowed) waived, will prevent the Mergers from being completed. The closing condition that SWK Stockholders approve the Merger Proposal may not be waived under applicable law and must be satisfied for the Mergers to be completed. If SWK Stockholders do not approve the Merger Proposal and the Mergers are not completed, the resulting failure of the Mergers could have a material adverse impact on SWK’s businesses and operations. Likewise, if SWK Stockholders do not approve the Merger Proposal and the Mergers are not completed, the resulting failure of the Mergers could have a material adverse impact on RWAY’s businesses and operations. In addition to the required approvals of SWK Stockholders, the Mergers are subject to a number of other conditions beyond the control of RWAY and SWK that may prevent, delay or otherwise materially adversely affect completion of the Mergers. RWAY and SWK cannot predict whether and when these other conditions will be satisfied. The failure to complete the Mergers would result in RWAY and SWK, and RWAY Stockholders and SWK Stockholders, failing to realize the anticipated benefits of the Mergers described in the section entitled “The Mergers – Board Recommendation; Reasons for the Mergers – SWK Reasons for the Mergers.”

RWAY and SWK may, to the extent legally allowed, waive one or more conditions to the Mergers without resoliciting stockholder approval.

Certain conditions to RWAY’s and SWK’s respective obligations to complete the Mergers may be waived, in whole or in part, to the extent legally allowed, either unilaterally or by mutual agreement. In the event that any such waiver does not require resolicitation of stockholders, RWAY and SWK will each have the discretion to complete the Mergers without seeking further stockholder approval. The conditions requiring the approval of SWK Stockholders, however, cannot be waived.

RWAY and SWK will be subject to operational uncertainties and contractual restrictions while the Mergers are pending.

Uncertainty about the effect of the Mergers may have an adverse effect on RWAY or SWK and, consequently, on the Combined Company following completion of the Mergers. These uncertainties may cause those that deal with RWAY or SWK to seek to change their existing business relationships with them. In addition, the Merger Agreement restricts RWAY and SWK from taking actions that each might otherwise consider to be in its best interest. These restrictions may prevent RWAY or SWK from pursuing certain business operations that may arise prior to the completion of the Mergers.

Litigation filed against RWAY or SWK in connection with the Mergers could result in substantial costs and could delay or prevent the Mergers from being completed.

From time to time, RWAY and SWK may be subject to legal actions, including securities class action lawsuits and derivative lawsuits, as well as various regulatory, governmental and law enforcement inquiries, investigations and subpoenas in connection with the Mergers. These or any similar securities class action lawsuits and derivative lawsuits, regardless of their merits, may result in substantial costs and divert management time and resources. An adverse judgment in such cases could have a negative impact on the liquidity and financial condition of RWAY, SWK or the Combined Company following the Mergers or could prevent the Mergers from being completed.

The Mergers may trigger certain “change of control” provisions and other restrictions in contracts of RWAY and SWK or their affiliates, and the failure to obtain any required consents or waivers could adversely impact the Combined Company.

Certain agreements of RWAY, SWK or their respective affiliates may require by their terms the consent or waiver of one or more counterparties in connection with the Mergers. The failure to obtain any such consent or waiver may permit such counterparties to terminate, or otherwise increase their rights or RWAY’s and SWK’s obligations under, any such agreement because the Mergers or other transactions contemplated by the Merger Agreement may violate an anti-assignment, change of control or similar provision relating to any of such transactions. If this occurs, RWAY may have to seek to replace that agreement with a new agreement or seek an amendment to such agreement. RWAY and SWK cannot assure you that RWAY will be able to replace or amend any such agreement on comparable terms or at all.

If any such agreement is material, the failure to obtain consents, amendments or waivers under, or to replace on similar terms or at all, any of these agreements could adversely affect the financial performance or results of operations of the Combined Company following the Mergers, including preventing RWAY from operating a material part of SWK’s business.

In addition, the consummation of the Mergers may violate, conflict with, result in a breach of provisions of, or the loss of any benefit under, constitute a default (or an event that, with or without notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation, acceleration or other change of any right or obligation (including any payment obligation) under, certain agreements of RWAY and SWK. Any such violation, conflict, breach, loss, default or other effect could, either individually or in the aggregate, have a material adverse effect on the financial condition, results of operations, assets or business of the Combined Company following completion of the Mergers.

The shares of RWAY Common Stock to be received by SWK Stockholders as a result of the Mergers will have different rights associated with them than the shares of SWK Common Stock currently held by them.

The rights associated with SWK Common Stock are different from the rights associated with RWAY Common Stock. See the section entitled “Comparison of RWAY and SWK Stockholder Rights.”

RWAY has operated and continues to operate so as to maintain its election to be taxed as a RIC under Subchapter M of the Code. If RWAY meets source of income, quarterly asset diversification, and distribution requirements, it generally will not be subject to corporate-level income taxation on income it timely distributes, or is deemed to distribute, to its stockholders as distributions. RWAY would cease to qualify for such tax treatment if it were unable to comply with these requirements. In addition, RWAY may have difficulty meeting the requirement to make distributions to RWAY’s stockholders because in certain cases RWAY may recognize income before or without receiving cash representing such income. If RWAY fails to qualify as a RIC, it will have to pay corporate-level taxes on all of its income whether or not it distributes it, which would substantially reduce the amount of income available for debt service as well as reduce and/or affect the character and amount of its distributions to RWAY’s Stockholders.

SWK Stockholders may receive a form or combination of consideration different from what they elect.

Each holder of SWK Common Stock is entitled to make an election (an “Election”) to receive, with respect to all or any portion of such shares held by such holder, the Per Share Cash Consideration. With respect to each share held by a record holder of shares of SWK Common Stock with respect to which such holder does not make an Election, such holder will receive the Per Share Stock Consideration; provided, that with respect to any record holder of shares of SWK Common Stock who at the record date who does not make an Election with respect to any shares held by such holder (such holder, a “Non-Election Holder”), such holder will have been deemed to have made an Election with respect to a percentage of the total shares of SWK Common Stock held by such Non-Election Holder equal to a number, the numerator of which will be the Aggregate Cash Consideration (as defined and calculated in accordance with the Merger Agreement), and the denominator of which will be the Closing SWK Net Asset Value.

If, after giving effect to the Elections, the aggregate number of shares of RWAY Common Stock to be issued by RWAY in the First Merger (the “Proposed Aggregate Stock Issuance Amount”) exceeds the Total Stock Consideration (as defined and calculated in accordance with the Merger Agreement), then the number of non-electing shares will be reduced (without any action on the part of any holder of SWK Common Stock) by converting non-electing shares into electing shares until the Proposed Aggregate Stock Issuance Amount is equal to the Total Stock Consideration (determined on a whole-share basis). Any such reduction in the number of non-electing shares shall be applied among all stockholders, pro rata based on the aggregate number of non-electing shares held by each such stockholder in proportion to the total number of non-electing shares.

If, after giving effect to the Elections, the aggregate amount of cash (excluding, for the avoidance of doubt, cash in lieu of fractional shares) to be issued by RWAY in the First Merger (excluding, for the avoidance of doubt, the Guaranteed Cash Payment (the “Proposed Cash Consideration”) exceeds the Aggregate Cash Consideration, then the number of electing shares shall be reduced (without any action on the part of any holder of SWK Common Stock) by converting electing shares into non-electing shares until the Proposed Cash Consideration is equal to the Aggregate Cash Consideration (determined on a whole-share basis). Any such reduction in the number of electing shares shall be applied among all stockholders, pro rata based on the aggregate number of electing shares held by each such stockholder in proportion to the total number of electing shares.

The market price of RWAY Common Stock will continue to fluctuate after the Mergers.

Upon completion of the Mergers and subject to such SWK Stockholder’s election, SWK Stockholders will become holders of RWAY Common Stock. The market price of the common stock of the Combined Company may continue to fluctuate, potentially significantly, following completion of the Mergers, including for the reasons described above. As a result, former SWK Stockholders could lose some or all of the value of their investment in RWAY Common Stock. In addition, any significant price or volume fluctuations in the stock market generally could have a material adverse effect on the market for, or liquidity of, the RWAY Common Stock received in the mergers, regardless of the Combined Company’s actual operating performance.

COMPARATIVE FEES AND EXPENSES

The following table is intended to assist SWK Stockholders in understanding the costs and expenses that an investor in shares of RWAY Common Stock or SWK Common Stock bears directly or indirectly and, based on the assumptions set forth below, the pro forma costs and expenses estimated to be incurred by the Combined Company in the first year following completion of the Mergers. We caution you that some of the percentages indicated in the table below are estimates and may vary. Except where the context suggests otherwise, whenever this document contains a reference to fees or expenses paid or to be paid by “you,” “RWAY” or “SWK,” stockholders will indirectly bear such fees or expenses as investors in RWAY or SWK, as applicable. The table below is based on information as of September 30, 2025 for each party (except as noted below), annualized for a full year, and includes expenses of the applicable consolidated subsidiaries.

* These percentages are expressed as a percentage of net assets attributable to common stock. As a result, the ratios will appear higher for a highly leveraged entity. Therefore, we are also providing each percentage expressed as a percentage of gross assets as of September 30, 2025 in the respective footnote. Total annual expenses expressed as a percentage of gross assets are 8.11% for RWAY, 9.14% for SWK, and 7.73% for the Combined Company on a pro forma basis.

The pro forma base management fee is calculated at an annual rate of 1.50% of the gross assets of the Combined Company, assumed to be a combined amount of RWAY’s actual gross assets as of September 30, 2025 and the resulting additional SWK gross assets to be integrated into RWAY as a result of the Mergers. SWK’s Gross Assets included a fair value adjustment to SWK’s investment as of September 30, 2025 to align to Accounting Standards Certification Topic 946 – Financial Services – Investment Companies (“ASC 946”). The fair value adjustment is based on a preliminary valuation estimate prepared by independent third party valuation specialists as of September 30, 2025. This same ratio is 1.56% when expressed as a percentage of the Combined Company's gross assets as of September 30, 2025.

Under the Income Incentive Fee, RWAY pays the Adviser an incentive fee with respect to RWAY’s NII prior to calculating the incentive fee (“Pre-Incentive Fee NII”). Pre-Incentive Fee NII, expressed as a rate of return on the value of RWAY’s net assets at the end of the immediately preceding fiscal quarter, will be compared to a “hurdle rate” of 2.0% per quarter (8.0% annualized). RWAY pays the Adviser an Income Incentive Fee with respect to RWAY’s Pre-Incentive Fee NII in each calendar quarter as follows: (i) no Income Incentive Fee in any calendar quarter in which our Pre-Incentive Fee NII does not exceed the hurdle rate of 2.0%; (ii) 80% of

our Pre-Incentive Fee NII with respect to that portion of such Pre-Incentive Fee NII, if any, that exceeds the hurdle rate but is less than 2.667% in any calendar quarter (10.668% annualized) (the portion of our Pre-Incentive Fee NII that exceeds the hurdle but is less than 2.667% is referred to as the “catch-up”; the “catch-up” is meant to provide the Adviser with 20.0% of our Pre-Incentive Fee NII as if a hurdle did not apply if our Pre-Incentive Fee NII exceeds 2.667% in any calendar quarter (10.668% annualized)); and (iii) 20.0% of the amount of our Pre-Incentive Fee NII, if any, that exceeds 2.667% in any calendar quarter (10.668% annualized) payable to the Adviser (once the hurdle is reached and the catch-up is achieved, 20.0% of all Pre-Incentive Fee NII thereafter is allocated to the Adviser). The incentive fee referenced in the “Actual” column is based on annualized amounts of the Income Incentive Fee on Pre-Incentive Fee NII incurred during the three months ended September 30, 2025, adjusted for the non-recurring income related to prepayments. RWAY experienced higher levels of prepayments during the three months ended September 30, 2025, which does not accurately reflect the incentive fees on a go-forward basis. Accordingly, the adjustment was made to more appropriately reflect expected incentive fees on a go-forward basis. This same ratio is 1.31% when expressed as a percentage of RWAY's gross assets as of September 30, 2025.

The pro forma incentive fee has been calculated in accordance with the terms of the RWAY Investment Advisory Agreement as described above. The “Pro Forma” column incorporates SWK’s estimated incentive fee based on income earned for the three months ended September 30, 2025. This same ratio is 1.29% when expressed as a percentage of the Combined Company's gross assets as of September 30, 2025.

Under the Capital Gains Fee, RWAY pays the Adviser, as of the end of each calendar year, 20.0% of RWAY’s aggregate cumulative realized capital gains, if any, from the date of our election to be regulated as a BDC through the end of that calendar year, computed net of our aggregate cumulative realized capital losses and aggregate cumulative unrealized capital depreciation through the end of such year, less the aggregate amount of any previously paid Capital Gains Fee. For the foregoing purpose, the RWAY’s “aggregate cumulative realized capital gains” will not include any unrealized gains. If such amount is negative, then no Capital Gains Fee will be payable for such year. The figures above for both “Actual” and “Pro Forma” columns do not include a Capital Gains Fee.

For SWK, “Interest payments and fees on borrowed funds” is computed by annualizing the interest and financings cost for the three months ended September 30, 2025 to more accurately reflect the expense on a go-forward basis as compared against the actual amounts incurred for the nine months ended September 30, 2025. This same ratio is 1.57% when expressed as a percentage of SWK's gross assets as of September 30, 2025.

The pro forma “Interest payments and fees on borrowed funds” represents an estimate of RWAY’s annualized interest expense based on outstanding borrowings under the Credit Agreement, the 2026 Notes, the 2027 Notes, and the 2028 Notes. Borrowings under the Credit Agreement reflect the outstanding balance as of September 30, 2025, and assume an incremental drawdown of approximately $204.9 million on September 30, 2025, utilizing the applicable interest rates and unused fees in effect as of that date. The incremental borrowings are assumed to fund the cash portion of the purchase price, related transaction expenses, and the prepayment of SWK’s unsecured notes. In addition, the estimate assumes the repayment at maturity of the April 2026 Notes in the principal amount of $25.0 million, bearing an interest rate of 8.54%, and the simultaneous drawdown under the Credit Agreement in order to repay the April 2026 Notes. The pro forma “Interest payments and fees on borrowed funds” ratio is 4.16% when expressed as a percentage of the Combined Company's gross assets as of September 30, 2025.

For SWK, “Other expenses” largely includes general and administrative expenses, which consists primarily of compensation, legal and professional expenses, income tax expenses, and corporate governance expenses. The percentage reflected in the “Actual” column reflects actual amounts incurred during the three months ended September 30, 2025, on an annualized basis. This same ratio is 7.56% when expressed as a percentage of SWK's gross assets as of September 30, 2025.

The pro forma column assumes the sum of amounts estimated for RWAY above and an estimate of incremental expenses expected to be incurred as a result of the increase in the combined entity asset size following the Mergers, while also accounting for efficiencies and a reduction to overall income tax expense, as described below. For U.S. federal income tax purposes, RWAY qualifies as an investment company and has elected to be treated as a RIC under Subchapter M of the Internal Revenue Code of 1986. Conversely, SWK operates as a taxable C corporation subject to U.S. federal and state corporate income taxes. As such, SWK’s tax expense incurred in 2025 is not indicative of taxes expected to be incurred on a go-forward basis following the completion of the Mergers. For reference, RWAY’s tax expense as a percentage of total operating expenses for the year ended December 31, 2024, was approximately 0.48%, while SWK’s was approximately 24%. “Other expenses” on a pro forma basis when expressed as a percentage of the Combined Company's gross assets as of September 30, 2025 are 0.72%.

Example

The following example demonstrates the projected dollar amount of total cumulative expenses over various periods with respect to a hypothetical investment in RWAY, SWK or the Combined Company’s common shares following completion of the Mergers on a pro forma basis. In calculating the following expense amounts, each of RWAY and SWK has assumed that it would have no additional leverage and that its annual operating expenses would remain at the levels set forth in the tables above. Calculations for the pro forma Combined Company following the Mergers assume that the Mergers closed on September 30, 2025, and that the leverage and operating expenses of RWAY and SWK remain at the levels set forth in the tables above. Estimated transaction expenses related to the Mergers are not included in the following example.

While the example assumes a 5% annual return, as required by the SEC, performance of RWAY, SWK and the Combined Company will vary and may result in a return greater or less than 5%. The incentive fee under the RWAY Investment Advisory Agreement, which, assuming a 5% annual return, would either not be payable or have an immaterial impact on the expense amounts shown above in the example where there is no return from net realized capital gains, and therefore is not reflected in such calculations. Under the RWAY Investment Advisory Agreement, no incentive fee would be payable if RWAY or the Combined Company, as applicable, has a 5% annual return with no capital gains, however, there would be incentive fees payable in the examples where the entire return is derived from realized capital gains. If sufficient returns are achieved on investments, including through the realization of capital gains, to trigger an incentive fee of a material amount, returns to investors and expenses would be higher. The example assumes that all dividends and other distributions are reinvested at NAV. Under certain circumstances, reinvestment of dividends and other distributions under the distribution reinvestment plan may occur at a price per share that differs from NAV.

The example and the expenses in the table above should not be considered a representation of RWAY’s or SWK’s or, following the completion of the Mergers, the Combined Company’s, future expenses, and actual expenses may be greater or less than those shown.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus, including the documents incorporated by reference herein, contains statements that constitute forward-looking statements, which relate to RWAY, SWK or, following the Mergers, the Combined Company, regarding future events or the future performance or future financial condition of RWAY, SWK or, following the Mergers, the Combined Company. The forward-looking statements may include statements as to: future operating results of RWAY, SWK or, following the Mergers, the Combined Company, and NII projections; business prospects of RWAY, SWK or, following the Mergers, the Combined Company, and the prospects of their portfolio companies; and the impact of the investments that RWAY, SWK or, following the Mergers, the Combined Company expect to make. Certain factors could cause actual results and conditions to differ materially from those projected, including the uncertainties associated with:

In addition, words such as “anticipate,” “believe,” “expect,” “seek,” “plan,” “should,” “estimate,” “project” and “intend” indicate forward-looking statements, although not all forward-looking statements include these words. The forward-looking statements contained in this proxy statement/prospectus involve risks and uncertainties. The actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Item 1A. Risk Factors” in Part I of RWAY’s Annual Report on Form 10-K (file no. 814-01180) for the fiscal year ended December 31, 2024, in “Item 1A. Risk Factors” in Part II of RWAY’s Quarterly Report on Form 10-Q (file no. 814-01180) for the quarter ended March 31, 2025, in “Item 1A. Risk Factors” in Part II of RWAY’s Quarterly Report on Form 10-Q (file no. 814-01180) for the quarter ended June 30, 2025, and in “Item 1A. Risk Factors” in Part II of RWAY’s Quarterly Report on Form 10-Q (file no. 814-01180) for the quarter ended September 30, 2025 for RWAY and in “Item 1A. Risk Factors” in Part I of SWK’s Annual Report on Form 10-K (file no. 001-39184) for the fiscal year ended December 31, 2024, in “Item 1A. Risk Factors” in Part II of SWK’s Quarterly Report on Form 10-Q (file no. 001-39184) for the quarter ended March 31, 2025, in “Item 1A. Risk Factors” in Part II of SWK’s Quarterly Report on Form 10-Q (file no. 001-39184) for the quarter ended June 30, 2025 and in “Item 1A. Risk Factors” in Part II of SWK’s Quarterly Report on Form 10-Q (file no.

001-39184) for the quarter ended September 30, 2025 for SWK, as such factors may be updated from time to time in their periodic filings with the SEC, and elsewhere contained or incorporated by reference in this proxy statement/prospectus.

Other factors that could cause actual results to differ materially include:

RWAY and SWK have based the forward-looking statements included in this proxy statement/prospectus on information available to them on the date of this presentation, and they assume no obligation to update any such forward-looking statements. Although RWAY and SWK undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that they may make directly to you or through reports that RWAY and SWK in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

CAPITALIZATION

The following table sets forth (1) RWAY’s and SWK’s actual capitalization as of September 30, 2025 and (2) RWAY’s pro forma capitalization as adjusted to reflect the effects of the Mergers. You should read this table together with RWAY’s and SWK’s consolidated financial statements incorporated by reference herein.

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma consolidated financial statements and explanatory notes illustrate the effect of the Mergers on RWAY’s financial position and results of operations based upon RWAY’s and SWK’s respective actual financial positions and results of operations under the asset acquisition method of accounting.

The unaudited pro forma consolidated financial statements have been prepared in accordance with Article 11 of Regulation S-X as amended by the SEC Final Rule Release No. 33-10786, Amendments to Financial Disclosures About Acquired and Disposed Businesses. The unaudited pro forma consolidated financial statements are derived from and should be read in conjunction with:

The unaudited pro forma financial statements consists of (i) an unaudited Pro Forma Consolidated Statement of Assets and Liabilities as of September 30, 2025 assuming the Mergers had been completed on September 30, 2025, and (ii) Pro Forma Consolidated Statements of Operations unaudited for the nine months ended September 30, 2025 and audited for the year ended December 31, 2024 assuming the Mergers had been completed on January 1, 2024.

The unaudited Pro Forma Consolidated Statement of Assets and Liabilities gives effect to that acquisition as if it had been consummated on September 30, 2025 and includes pro forma adjustments based on the preliminary valuation of certain tangible and intangible assets acquired and liabilities assumed, and consideration transferred. The unaudited Pro Forma Consolidated Statement of Assets and Liabilities combines the RWAY’s unaudited Consolidated Statement of Assets and Liabilities as of September 30, 2025 with SWK’s unaudited Condensed Consolidated Balance Sheet as of September 30, 2025.

The unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2024 gives effect to the acquisition as if it had been consummated on January 1, 2024 and combines RWAY’s audited consolidated results for the twelve months ended December 31, 2024 with SWK’s audited consolidated results for the twelve months ended December 31, 2024. Similarly, the unaudited Pro Forma Consolidated Statement of Operations for the nine months ended September 30, 2025 gives effect to the acquisition as if it had been consummated on January 1, 2024 and combines RWAY’s unaudited consolidated results for the nine months ended September 30, 2025 with SWK’s unaudited consolidated results for the nine months ended September 30, 2025.

The unaudited pro forma consolidated financial statements are for illustrative purposes only and are subject to a number of uncertainties and assumptions as described in the accompanying notes. The unaudited pro forma consolidated financial statements should not be relied upon as an indication of the financial condition or the operating results that RWAY would have achieved had the acquisition occurred on the dates assumed, nor indicative of the financial condition or operating results of the merged company as of or for any future date or period. In addition, as explained in more detail in the accompanying notes to the unaudited pro forma consolidated financial statements, the allocation of the pro forma purchase price reflected in the unaudited pro forma consolidated financial statements involves estimates, is subject to adjustment and may vary significantly from the actual purchase price allocation that will be recorded upon completion of the Mergers.

RUNWAY GROWTH FINANCE CORP.

Pro Forma Consolidated Statement of Assets and Liabilities

As of September 30, 2025

(Unaudited)

(In thousands)

See notes to pro forma consolidated financial statements.

RUNWAY GROWTH FINANCE CORP.

Pro Forma Consolidated Statement of Operations

For the Nine Months Ended September 30, 2025

(Unaudited)

(In thousands, except share and per share data)