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Item 9A. Controls and Procedures

2026-03-20 compared with 2025-03-20 · 35 added, 40 removed, 157 unchanged (32% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to the Chief Executive Officer, to allow timely decisions regarding required disclosures.

In connection with the preparation of this report, our management, under the supervision and with the participation of the Chief Executive Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report.

Based on that evaluation, our Chief Executive Officer has concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

In connection with the preparation of this report, our management, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Management’s Report on Internal Control over Financial Reporting

20 unchanged sentences

OTHER INFORMATION

On March 14, 2025, the Company entered into an Executive Employment Agreement (the “Employment Agreement”) with Adam Rice, the Company’s current Chief Financial Officer.

The Employment Agreement supersedes all prior commitments and agreements between Mr.

Rice and the Company with respect to Mr.

Rice’s employment with the Company.

Pursuant to the Employment Agreement, Mr.

Rice (i) will have an initial annual base salary will be $311,575 (the “Base Salary”), (ii) will be eligible for an annual cash bonus with a target opportunity of 60% of Base Salary (the “Annual Bonus”) and (iii) will be eligible for annual equity incentive awards in such form, in such amounts and on such terms as determined by the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of the Company, in its discretion;

provided, however, that such annual equity award will have a grant date fair value of approximately 33% of Mr.

Rice’s Base Salary.

The Employment Agreement also provides that Mr.

Rice shall be entitled to participate in the employee benefit plans and programs maintained by the Company for similarly situated employees.

The Employment Agreement provides that, if Mr.

Rice’s employment with the Company ceases for any reason, Mr.

Rice will receive his Base Salary earned but unpaid through and including the date of termination, and any other amounts or benefits payable under the terms of the benefit plans of the Company (collectively, the “Accrued Amounts”).

Additionally, the Employment Agreement provides that, if Mr.

Rice’s employment with the Company ceases due to a termination by the Company within one year following a Change in Control (each as defined in the Employment Agreement), then he will receive:

(i) the Accrued Amounts, (ii) continued payment of his Base Salary for a period of 6 months following the date of his termination of employment, (iii) to the extent an Annual Bonus has been earned but not paid with respect to the fiscal year ended immediately prior to the cessation of Mr.

Rice’s employment, payment of such Annual Bonus;

(iv) waiver or reimbursement of the cost of COBRA coverage for Mr.

Rice and his covered family members for up to 6 months following such termination of employment, and (v) an amount equal to 50% of his annualized prior year bonus payment,.

Any severance benefit payable under the Employment Agreement will be subject to Mr.

Rice’s timely execution and non-revocation of a release of claims.

Rice will also be bound by confidentiality, intellectual property assignment and restrictive covenants (including an agreement not to compete with the Company or its affiliates, and not to solicit the employees and customers of the Company and its affiliates, during his employment and for 12 months thereafter).

The above description of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is filed hereto as Exhibit 10.25 and incorporated herein by reference.

Not Applicable.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not Applicable.

We have omitted from Part III the information that will appear in our Definitive Proxy Statement for our 2025 Annual Meeting of Stockholders (the “2025 Proxy Statement”), which we intend to file within 120 days after the end of our fiscal year pursuant to Regulation 14A.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Our Board has adopted a Code of Ethics and Conduct that applies to our principal executive officer, principal financial officer and principal accounting officer, as well as to the members of our Board and our other officers and employees.

This Code of Ethics and Conduct is available on our website at www.swkhold.com.

This Code of Ethics and Conduct is available on our website at https://irp.cdn-website.com/95ed1c01/files/uploaded/SWK_Code_of_Ethics_2010.pdf.

We intend to satisfy the amendment and waiver disclosure requirements under applicable securities regulations by posting any amendments of, or waivers to, the Code of Ethics and Conduct on our website.

3 unchanged sentences

The foregoing summary of our insider trading policies and procedures does not purport to be complete and is qualified by reference to our insider trading policy attached hereto as Exhibit 19.1 and incorporated herein.

The information under the principal headings “ELECTION OF DIRECTORS,” “SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE,” and “CODE OF ETHICS AND CONDUCT”, the information regarding executive officers of the Company under the subheading “Executive Officers”, and the information regarding the Audit Committee under the subheading “Board Meetings and Committees” under the principal heading “CORPORATE GOVERNANCE,” in the Company’s 2025 Proxy Statement is incorporated herein by reference.

The information under the principal headings “ELECTION OF DIRECTORS,” “SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE,” and “CODE OF ETHICS AND CONDUCT”, the information regarding executive officers of the Company under the subheading “Executive Officers”, and the information regarding the Audit Committee under the subheading “Board Meetings and Committees” under the principal heading “CORPORATE GOVERNANCE,” in the Company’s 2026 Proxy Statement, which we intend to file with the SEC within 120 days of the end of the fiscal year to which this Annual Report relates, is incorporated herein by reference.

EXECUTIVE COMPENSATION

The information under the principal headings “DIRECTOR COMPENSATION,” “COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION”, “EXECUTIVE COMPENSATION,” and “RELATED INFORMATION” in the Company’s 2026 Proxy Statement, which we intend to file with the SEC within 120 days of the end of the fiscal year to which this Annual Report relates, is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information under the principal headings “EQUITY COMPENSATION PLAN INFORMATION” and “OWNERSHIP OF EQUITY SECURITIES OF THE COMPANY” in the Company’s 2025 Proxy Statement is incorporated herein by reference.

The information under the principal headings “EQUITY COMPENSATION PLAN INFORMATION” and “OWNERSHIP OF EQUITY SECURITIES OF THE COMPANY” in the Company’s 2026 Proxy Statement, which we intend to file with the SEC within 120 days of the end of the fiscal year to which this Annual Report relates, is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information under the principal heading “TRANSACTION WITH RELATED PERSONS” in the Company’s 2025 Proxy Statement is incorporated herein by reference.

The information under the principal heading “TRANSACTION WITH RELATED PERSONS” in the Company’s 2026 Proxy Statement, which we intend to file with the SEC within 120 days of the end of the fiscal year to which this Annual Report relates, is incorporated herein by reference.

PRINCIPAL ACCOUNTING FEES AND SERVICES

Our independent public accounting firm is BPM LLP , San Francisco, CA, USA , PCAOB Auditor Firm ID 207 .

The information under the subheadings “Audit Fees and All Other Fees” and “Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors” below the principal heading “AUDIT FEES” in the Company’s 2025 Proxy Statement is incorporated herein by reference.

The information under the subheadings “Audit Fees and All Other Fees” and “Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors” below the principal heading “AUDIT FEES” in the Company’s 2026 Proxy Statement, which we intend to file with the SEC within 120 days of the end of the fiscal year to which this Annual Report relates, is incorporated herein by reference.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

3 unchanged sentences

Consolidated Balance Sheets as of December 31, 2024 and 2023 38

Consolidated Statements of Income for the years ended December 31, 2024 and 2023 39

Consolidated Statements of Operations for the years ended December 31, 2024 and 2023 39

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2024 and 2023 41

82 unchanged sentences

10.21 Second Amendment to Credit Agreement dated December 13, 2023 by and among the Company, SWK Funding LLC, the financial institutions party thereto and First Horizon Bank as a Lender and Agent~†

10-K 10.21 03/20/25

10.22 Exclusive Option and Asset Purchase Agreement, by and between Enteris Biopharma, Inc., the Company and AptarGroup, Inc., dated March 13, 2024

3 unchanged sentences

10.24 Third Amendment to Credit Agreement dated May 17, 2024 by and among the Company, SWK Funding LLC, the financial institutions party thereto and First Horizon Bank as a Lender and Agent

10-K 10.24 03/20/25

10.25 Executive Employment Agreement, dated March 14, 2025 between SWK Holdings Corporation and Adam Rice

10-K 10.25 03/20/25

10.26 Fourth Amendment to Credit Agreement and Waiver dated as of August 29, 2024 by and among the Company, SWK Funding LLC, the financial institutions party thereto and First Horizon Bank as a Lender and Agent ~

10-Q 10.0 11/14/24

10.27 Purchase and Sale Agreement, dated March 19, 2025, between the registrant and SCOF SPV I, LP.

10-Q 10.01 05/15/25

10.28 Form of Indemnification Agreement for Directors

10-Q 10.02 05/15/25

10.29 Form of Indemnification Agreement for Executive Officers

10-Q 10.03 05/15/25

10.30 Agreement and Plan of Merger, dated as of October 9, 2025, by and among SWK Holdings Corporation, Runway Growth Finance Corp., RWAY Portfolio Holding Corp., RWAY Portfolio Corp.

8-K 2.1 10/10/25

10.31 Key Stockholder Agreement, dated as of October 9, 2025, by and among Runway Growth Finance Corp., Double Black Diamond Offshore Ltd.

and Black Diamond Offshore Ltd.

8-K 99.1 10/10/25

10.32 Sixth Amendment to Credit Agreement, dated December 4, 2025, by and among the Company, SWK Funding LLC, the financial institutions party thereto and First Horizon Bank as a Lender and Agent.

8-K 10.1 12/05/25

19.01 Insider Trading Policy

11 unchanged sentences

97 SWK Holdings Corporation Compensation Recovery X

101.INS+ XBRL Instance Document

101.SCH+ XBRL Taxonomy Extension Schema Document

101.CAL+ XBRL Taxonomy Extension Calculation Linkbase

101.DEF+ XBRL Taxonomy Extension Definition Linkbase

101.LAB+ XBRL Taxonomy Extension Labels Linkbase

101.PRE+ XBRL Taxonomy Extension Presentation Linkbase

101.INS+ Inline XBRL Instance Document

101.SCH+ Inline XBRL Taxonomy Extension Schema Document

101.CAL+ Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF+ Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB+ Inline XBRL Taxonomy Extension Labels Linkbase

101.PRE+ Inline XBRL Taxonomy Extension Presentation Linkbase

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

7 unchanged sentences

A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request.

*** All schedules to the Merger Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

The Company hereby agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures