Willow Tree Capital Corp

03/24/2026 | Press release | Distributed by Public on 03/24/2026 13:22

Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information in this section contains forward-looking statements that involve risks and uncertainties. See "Item 1A. Risk Factors" and "Forward-Looking Statements" for a discussion of the uncertainties, risks and assumptions associated with these statements. You should read the following discussion in conjunction with the combined financial statements and related notes and other financial information appearing elsewhere in this Annual Report on Form 10-K.
The following discussion is designed to provide a better understanding of our financial statements, including a brief discussion of our business, key factors that impacted our performance and a summary of our operating results. The following discussion should be read in conjunction with the consolidated financial statements and the notes thereto included or incorporated by reference in Item 8 of this Annual Report. Historical results and percentage relationships among any amounts in the financial statements are not necessarily indicative of trends in operating results for any future periods.
Overview of Our Business
Willow Tree Capital Corporation (the "Company," "we," "us" or "our") was formed on June 29, 2022 as a Maryland corporation. The Company invests primarily in floating rate middle market senior secured loans. The Company is an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act"). The Company has elected to be treated, and intends to qualify annually, for U.S. federal income tax purposes as a regulated investment company ("RIC"), under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). The Company is externally managed by Willow Tree Capital Corp Advisors LLC (the "Adviser"). The Adviser is an investment adviser that is registered with the SEC under the Advisers Act of 1940, as amended. As an externally managed BDC, we do not have any employees, and our investment and management functions are provided by an outside investment adviser and administrator under an advisory agreement and administration agreement. We pay the Adviser for investment and management services pursuant to the terms of the Investment Management Agreement. Willow Tree Credit Partners LP (the "Administrator") serves as our administrator. The Administrator provides the administrative services necessary for us to operate pursuant to the Administration Agreement. The Administrator has entered into a sub-administration agreement with State Street Bank and Trust Company ("State Street") pursuant to which State Street will receive compensation for its services.
Our investment objective is to generate current income and, to a lesser extent, capital appreciation. We invest primarily in primarily in floating rate middle market senior secured loans. We define "middle market" as companies with annual earnings before interest expense, income tax expense, depreciation and amortization, or "EBITDA" ranging from approximately $5 million to $75 million. These loans are typically secured with a priority lien on assets. Our investment objectives are to maximize the total return to our shareholders in the form of current income and capital appreciation. To achieve our investment objective, we will leverage the Adviser's investment team's extensive network of relationships with
other sophisticated institutions to source, evaluate and, as appropriate, partner with on transactions. We generate returns primarily from interest income and fees from senior secured loans, with some capital appreciation through nominal junior capital co-investments.
Formation Transaction
Prior to the Company electing to be regulated as a BDC (the "BDC Election"), on November 8, 2024, the Company entered into an agreement and plan of merger (the "Onshore Merger Agreement") with Willow Tree Capital Fund, LLC, a Delaware limited liability company managed by the Adviser (the "Onshore Fund"), under which the Onshore Fund would merge with and into the Company, with the Company surviving the merger (the "Onshore Merger"). Before completing the Onshore Merger, the Adviser served as investment adviser to the Onshore Fund. According to the Onshore Merger Agreement, the members of the Onshore Fund would receive approximately 0.99 shares of the Company's common stock, par value $0.01 per share (the "Common Stock") for each unit of membership interest held by such members. The Onshore Merger closed on November 8, 2024, prior to the BDC Election. As a result of the Onshore Merger, the Company issued 6,939,661 shares of Common Stock, and acquired a portfolio of assets consisting of 96 loans to 32 borrowers (including term loans, delayed draw term loans, and revolvers), cash and other assets (collectively, the "Onshore Assets"), which assets had an aggregate net asset value of $108.9 million.
Contemporaneously with entering the Onshore Merger Agreement, and prior to the Company making the BDC Election, on November 8, 2024, the Company entered into an agreement and plan of merger (the "Offshore Merger Agreement" and, together with the Onshore Merger Agreement, the "Merger Agreements") with Willow Tree Capital Offshore Fund, LLC, a Cayman Islands limited liability company managed by the Adviser (the "Offshore Fund"), under which the Offshore Fund would merge with and into the Company, with the Company surviving the merger (the "Offshore Merger" and, together with the Onshore Merger, the "Mergers"). Before completing the Offshore Merger, the Adviser served as investment adviser to the Offshore Fund. According to the Offshore Merger Agreement, the members of the Offshore Fund would receive one (1) share of Common Stock for each unit of membership interest held by such members. The Offshore Merger closed on November 8, 2024, prior to the BDC Election. As a result of the Offshore Merger, the Company issued 4,803,384 shares of Common Stock, and acquired a portfolio of assets consisting of 51 loans to 26 borrowers (including term loans, delayed draw term loans, and revolvers), cash and other assets (collectively, the "Offshore Assets"), which assets had an aggregate net asset value of $75.4 million.
Following the completion of the Mergers, the Company's total assets were approximately $389.0 million consisting of 99 loans to 33 borrowers (including term loans, delayed draw term loans, and revolvers), cash and other assets.
Portfolio Composition
The total value of our investment portfolio was $884.4 million and $490.5 million as of December 31, 2025 and December 31, 2024, respectively. As of December 31, 2025, we had investments in 54 portfolio companies with an aggregate cost of $876.7 million. As of December 31, 2024, we had investments in 39 portfolio companies with an aggregate cost of $488.5 million.
As of December 31, 2025, our investment portfolio consisted of the following investments (amounts in thousands):
Amortized Cost Percentage of Total Portfolio Fair Value Percentage of Total Portfolio
Total Private Debt - United States $ 876,688 100 % $ 884,414 100 %
$ 876,688 100 % $ 884,414 100 %
As of December 31, 2024, our investment portfolio consisted of the following investments (amounts in thousands):
Amortized Cost Percentage of Total Portfolio Fair Value Percentage of Total Portfolio
Total Private Debt - United States
$ 488,544 100 % $ 490,462 100 %
$ 488,544 100 % $ 490,462 100 %
The weighted average stated interest rate and weighted average maturity, both on aggregate principal amount outstanding, of all our debt outstanding as of December 31, 2025 and December 31, 2024 were 9.3% and 4.1 years and 10.2% and 4.2 years, respectively.
Investment Activity
During the year ended December 31, 2025, we made 55 new investments totaling $625.3 million of commitments, excluding short-term investments. During the year ended December 31, 2025, we had 3 partial and 2 full investment realizations of $33.1 million and $11.5 million commitments, respectively.
For the period from November 8, 2024 to December 31, 2024, we made 7 new investments totaling $86.0 million of commitments, excluding short-term investments. For the period from November 8, 2024 to December 31, 2024, we had no investment realization activity.
The industry composition of investments based on fair value as of December 31, 2025 and December 31, 2024 were as follows:
December 31, 2025 December 31, 2024
Health Care Providers & Services 25.38 % 17.76 %
Commercial Services & Suppliers 16.22 % 17.86 %
Diversified Consumer Services 9.85 % 10.76 %
Financial Services 8.65 % 13.27 %
Insurance 7.18 % 11.91 %
Aerospace & Defense 6.20 % 10.13 %
Software 5.51 % 5.27 %
Professional Services 4.74 % 3.37 %
Energy Equipment & Services 4.66 % - %
Construction & Engineering 3.41 % 2.61 %
Specialty Retail 3.17 % 3.12 %
Hotels, Restaurants & Leisure 1.41 % 0.22 %
Health Care Equipment & Supplies 1.38 % 0.70 %
Multi-Utilities 1.24 % 1.20 %
Entertainment 1.00 % - %
Chemicals - % 1.82 %
Total 100 % 100 %
As of March 31, 2025, the Company standardized its industry classifications using Global Industry Classification Standard ("GICS") codes, replacing the previously varied classifications across the GICS structure.
See Note 4 to our Consolidated Financial Statements for further discussion on the Company's portfolio and selected balance sheet information as of December 31, 2025 and December 31, 2024, respectively.
The geographic composition of investments at cost and fair value as of December 31, 2025 were as follows (amounts in thousands):
December 31, 2025
Amortized
Cost 		Fair
Value 		% of Total Investments at Fair Value Fair Value
as % of Net
Assets
United States $ 876,688 $ 884,414 100 % 228.15 %
Total investments $ 876,688 $ 884,414 100 % 228.15 %
The geographic composition of investments at cost and fair value as of December 31, 2024 were as follows (amounts in thousands):
December 31, 2024
Amortized
Cost 		Fair
Value 		% of Total Investments at Fair Value Fair Value
as % of Net
Assets
United States $ 488,544 $ 490,462 100 % 208.25 %
Total investments $ 488,544 $ 490,462 100 % 208.25 %
Our Adviser monitors on an ongoing basis, the financial trends of each portfolio company to determine if it is meeting its respective business plan and to assess the appropriate course of action for each portfolio company. Our Adviser has several methods of evaluating and monitoring the performance and fair value of our investments, which may include the following: (i) assessment of success in adhering to the portfolio company's business plan and compliance with covenants; (ii) periodic or regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor to discuss financial position, requirements and accomplishments; (iii) comparisons to our other portfolio companies in the industry, if any; (iv) attendance at and participation in board meetings or presentations by portfolio companies; and (v) review of monthly and quarterly financial statements and financial projections of portfolio companies.
As part of the portfolio monitoring process, our Adviser also employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, our Adviser grades the credit risk of all investments on a scale of 1 to 4 no less frequently than quarterly. This system is intended primarily to reflect the underlying risk of a portfolio investment relative to our initial cost basis in respect of such portfolio investment (i.e., at the time of origination or acquisition), although it may also take into account in certain circumstances the performance of the portfolio company's business, the collateral coverage of the investment and other relevant factors. The following risk rating scale is used:
•Investment Rating 1 is strong financial condition, trending positive;
•Investment Rating 2 is stable and performing;
•Investment Rating 3 is trending downward, but no expected principal loss; and
•Investment Rating 4 is non-accrual, possible principal impairment.
Our Adviser grades the investments in our portfolio at least each quarter and it is possible that the grade of a portfolio investment may be reduced or increased over time. All investments that carry a risk rating of 4 will be reviewed at least once per month with the Adviser's Chief Credit Officer, who is responsible for overseeing our restructuring processes. Activities relating to such investments ranges from a heightened level of interfacing with management and all other capital constituents to hiring financial and legal advisers in furtherance of a balance sheet restructuring. When deemed necessary, the Adviser professionals may participate as members or leaders of ad hoc creditors' committees and/or be called upon to testify in bankruptcy court on behalf of a certain class of creditors. The following table shows the composition of our portfolio (excluding investments in money market funds, if any) on the 1 to 4 grading scale as of scale as of December 31, 2025 and December 31, 2024, respectively (amounts in thousands).
December 31, 2025 December 31, 2024
Investment Performance Rating Fair Value Percentage of
Total 		Fair Value Percentage of
Total
Grade 1 $ - 0.0 % $ - 0.0 %
Grade 2 881,779 99.7 % 487,925 99.5 %
Grade 3 2,635 0.3 % 2,537 0.5 %
Grade 4 - 0.0 % - 0.0 %
Total Investments $ 884,414 100.0 % $ 490,462 100.0 %
Non-Accrual Assets
Generally, when interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been
brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. As of December 31, 2025 and December 31, 2024, there were no non-accrual assets.
Results of Operations
We commenced operations on November 8, 2024 and therefore comparison of the results of operations for the year ended December 31, 2024 and December 31, 2025 may not be meaningful.
Comparison of the years ended December 31, 2025 and December 31, 2024
The following table represents the operating results for the years ended December 31, 2025 and December 31, 2024 (amounts in thousands):
For the year ended December 31,
2025 2024
Total investment income $ 73,363 $ 7,767
Net operating expenses 44,692 8,445
Net investment income before excise tax 28,671 (678)
Excise tax expense 52 44
Net investment income after excise tax 28,619 (722)
Net realized and unrealized gain (loss) 5,833 1,918
Net increase in net assets resulting from operations $ 34,452 $ 1,196
Net increases in net assets resulting from operations can vary substantially from period to period due to various factors, including recognition of realized gains and losses and unrealized appreciation and depreciation (amounts in thousands).
Investment Income (amounts in thousands)
For the year ended December 31,
2025 2024
Interest income $ 68,804 $ 7,727
PIK interest income 4,076 -
Other income 483 40
Total investment income $ 73,363 $ 7,767
Investment income for the years ended December 31, 2025 and December 31, 2024 was driven by our deployment of capital and an increasing invested balance.
Operating Expenses (amounts in thousands)
For the year ended December 31,
2025 2024
Interest and borrowing expenses $ 30,763 $ 3,713
Investment income incentive fees 4,234 -
Management fees 3,625 435
Professional fees 2,011 1,319
Capital gains incentive fees 969 -
Administration fees 672 90
Organizational expenses - 2,394
Other general and administrative expenses 2,418 538
Total expenses $ 44,692 $ 8,489
Professional Fees
Professional fees include legal, audit, tax, valuation, technology and other professional fees incurred related to the management of us. For the years ended December 31, 2025 and December 31, 2024, the Company incurred $2.0 million and $1.3 million in professional fees, respectively.
Administration Fees
Administration fees represent fees paid to the Administrator for our allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the administration agreement. See Note 3 to our Consolidated Financial Statements for additional information regarding the Administration Agreement and the administrative fees thereunder. For the years ended December 31, 2025 and December 31, 2024, the Company incurred $0.7 million and $0.1 million of administration fees, respectively.
Interest and Borrowing Expenses
Interest and other borrowing expenses for the years ended December 31, 2025 and December 31, 2024 were attributable to borrowings under the Credit Facility and Subscription Line (as discussed below under "Liquidity and Capital Resources"). For the years ended December 31, 2025 and December 31, 2024, the Company incurred $30.8 million and $3.7 million in interest and borrowing expenses, respectively.
Other General and Administrative Expenses
Other general and administrative expenses include director fees, insurance, filing, research, our sub-administrator, subscriptions and other costs. For the years ended December 31, 2025 and December 31, 2024, the Company incurred $2.4 million and $0.5 million in other general and administrative expenses, respectively.
Compensation of the Adviser
We pay the Adviser an investment advisory fee for its services under the Investment Management Agreement consisting of two components: a management fee and an incentive fee. The cost of both the management fee and the incentive fee is ultimately borne by the shareholders.
Management Fee
The management fee ("Management Fee") is payable quarterly in arrears and will be payable at an annual rate of 1.25% of the Company's net assets at the end of the most recently completed calendar quarter. The Management Fee for any partial quarter will be prorated during the relevant calendar quarter.
See Note 3 to our Consolidated Financial Statements for additional information regarding the Investment Management Agreement and the fee arrangement thereunder. For the years ended December 31, 2025 and December 31, 2024, the amount of Management Fee incurred was $3.6 million and $0.4 million, respectively.
Incentive Fees
The Company pays the Adviser an incentive fee ("Incentive Fee") as set forth below. The Incentive Fee consists of two parts: an investment-income component and a capital gains component. These components are largely independent of each other, with the result that one component may be payable even if the other is not. For the years ended December 31, 2025 and December 31, 2024, the Company incurred $5.2 million and $0.0 million of Incentive Fee, respectively.
Investment Income Incentive Fee
Under the investment-income component, the Company pays the Adviser an incentive fee with respect to pre-incentive fee net investment income. The investment-income component will be calculated and payable quarterly in arrears based on the pre-incentive fee net investment income for the immediately preceding fiscal quarter. Payments based on pre-incentive fee net investment income will be based on the pre-incentive fee net investment income earned for the quarter.
For this purpose, "pre-incentive fee net investment income" means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence, managerial and consulting fees or other fees received from portfolio companies) accrued during the fiscal quarter, minus operating expenses for the quarter (including the Management Fee, expenses payable under any administration agreement and dividends paid on any issued
and outstanding preferred stock, but excluding the Incentive Fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income that the Company has not yet received in cash; provided, however, that the portion of the investment-income incentive fee attributable to deferred interest features will be paid, only if and to the extent received in cash, and any accrual thereof will be reversed if and to the extent such interest is reversed in connection with any write off or similar treatment of the investment giving rise to any deferred interest accrual, applied in each case in the order such interest was accrued. Such subsequent payments in respect of previously accrued income will not reduce the amounts payable for any quarter pursuant to the calculation of the investment-income component described above. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.
Pre-incentive fee net investment income, expressed as a rate of return on the value of net assets (defined as total assets less liabilities) at the end of the immediately preceding fiscal quarter, will be compared to a "hurdle rate" of 1.50% per quarter (6.00% annualized). The Company will pay the Adviser an investment-income incentive fee with respect to pre-incentive fee net investment income in each calendar quarter as follows:
(1)No investment-income incentive fee in any calendar quarter in which pre-incentive fee net investment income does not exceed the hurdle rate of 1.50%;
(2)100% of pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than or equal to 1.714% in any calendar quarter (6.857% annualized) (the portion of pre-incentive fee net investment income that exceeds the hurdle but is less than or equal to 1.714% is referred to as the "catch-up"; the "catch-up" is meant to provide the Adviser with 12.50% of pre-incentive fee net investment income as if a hurdle did not apply if pre-incentive fee net investment income exceeds 1.714% in any calendar quarter); and
(3)12.50% of the amount of pre-incentive fee net investment income, if any, that exceeds 1.714% in any calendar quarter (6.857% annualized) payable to the Adviser (once the hurdle is reached and the catch-up is achieved, 12.50% of all pre-incentive fee net investment income thereafter is allocated to the Adviser).
The following is a graphical representation of the calculation of the investment-income component of the incentive fee:
Pre-Incentive Fee Net Investment Income (express as a percentage of the value of net assets)
0% 1.50% 1.714%
← 0% → ← 100% → ← 12.5% →
For the year ended December 31, 2025 and December 31, 2024, the Company incurred $4.2 million and $0.0 million, respectively, in investment income incentive fees. As of December 31, 2025 and December 31, 2024, $1.6 million and $0.0 million, respectively, of incentive fees on investment income, were unpaid and are included in investment income incentive fees payable in the Consolidated Statements of Assets and Liabilities.
Capital Gains Incentive Fee
Under the capital gains component, the Company will pay the Adviser at the end of each calendar year 12.50% of aggregate cumulative realized capital gains from the date of the BDC Election through the end of that year, computed net of aggregate cumulative realized capital losses and aggregate cumulative unrealized depreciation through the end of such year, less the aggregate amount of any previously paid capital gains incentive fees.
The Company will accrue, but will not pay, a capital gains incentive fee with respect to unrealized appreciation. The capital gains component of the Incentive Fee will not be subject to any minimum return to shareholders.
Capital gains incentive fees were accrued (but not yet payable) on a hypothetical liquidation basis under GAAP for the years ended December 31, 2025 and December 31, 2024 was $1.0 million and $0.0 million, respectively. As of December 31, 2025 and December 31, 2024, $1.0 million and $0.0 million, respectively, of accrued capital gains incentive fees are included in the Consolidated Statements of Assets and Liabilities.
Unless terminated earlier, the Investment Management Agreement will continue in effect for a period of two years from its effective date. It will remain in effect from year to year thereafter if approved annually by the board of directors of the
Company (the "Board") or by the affirmative vote of the holders of a majority of our outstanding voting securities, and, in either case, if also approved by the vote of a majority of the Company's directors who are not parties to the Investment Management Agreement or "interested persons" (as such term is defined in Section 2(a)(19) of the 1940 Act).
Net Unrealized Appreciation
Net unrealized appreciation during the years ended December 31, 2025 and December 31, 2024 was as follows (amounts in thousands):
For the year ended December 31,
2025 2024
Non-controlled, non-affiliate investments $ 5,779 $ 1,918
Foreign currency translation 29 -
Net unrealized appreciation (depreciation) $ 5,808 $ 1,918
For the years ended December 31, 2025 and December 31, 2024, the Company recorded net unrealized appreciation on our current portfolio of $5.8 million and $1.9 million, respectively. The net unrealized appreciation on the Company's current portfolio was driven by fundamental portfolio performance of investments.
Net Realized Gain
Net realized gain during the years ended December 31, 2025 and December 31, 2024 was as follows (amounts in thousands):
For the year ended December 31,
2025 2024
Non-controlled, non-affiliated investments $ 27 $ -
Foreign currency transactions (2) -
Net realized gain (loss) $ 25 $ -
For the years ended December 31, 2025 and December 31, 2024, the Company recorded net realized gain of $0.03 million and $0.0 million respectively. The net realized gain was driven by the 3 partial and 2 full investment realizations of $33.1 million and $11.5 million commitments, respectively.
Liquidity and Capital Resources
We believe that our current cash on hand, our short-term investments, our available borrowing capacity under the Credit Facility, unfunded investor Capital Commitments and our anticipated cash flows from operations will be adequate to meet our cash needs for our daily operations for at least the next twelve months.
Under the 1940 Act, we are required to meet an asset coverage ratio, defined under the 1940 Act as the ratio which the value of our total assets (less all liabilities and indebtedness not represented by senior securities) bears to the aggregate amount of our outstanding senior securities representing our indebtedness, of at least 150% after each issuance of senior securities. Our asset coverage ratio was 173.0% and 192.6% as of December 31, 2025 and December 31, 2024, respectively.
Cash Flows
For the year ended December 31, 2025, we experienced a net increase in cash in the amount of $19.5 million. During that period, our operating activities used $381.3 million in cash, consisting primarily of purchases of investment securities of $542.6 million, which was partially offset by proceeds from sales and principal repayments of investment securities of $160.6 million. In addition, financing activities provided net cash of $400.7 million, consisting primarily of net borrowings under the Credit Facility and Subscription Line of $288.4 million and proceeds from the issuance of Common Stock of $135.0 million. At December 31, 2025, we had $27.6 million of cash on hand.
For the year ended December 31, 2024, we experienced a net increase in cash in the amount of $8.1 million. During that period, our operating activities used 83.6 million in cash, consisting primarily of purchases of investment securities of
$103.7 million, which was partially offset by payables for investments purchased of $13.7 million. In addition, financing activities provided net cash of $91.7 million, consisting primarily of net borrowings under the Credit Facility of $67.4 million and proceeds from the issuance of Common Stock of $50.0 million. At December 31, 2024, we had $8.1 million of cash on hand.
Financing Transactions
Credit Facility
On November 8, 2024, WT Capital Fund - SPV1, LLC (the "Borrower"), a Delaware limited liability company and wholly-owned subsidiary of the Company, entered into an Amended and Restated Loan, Security and Collateral Management Agreement with Ally Bank, as administrative agent for a $300.0 million revolving credit facility (the "A&R Credit Facility"). The A&R Credit Facility combined, amended and restated the Prior Onshore Credit Facility and the Prior Offshore Credit Facility each as defined and described below. On February 21, 2025, the Borrower entered into a First Amendment to the A&R Credit Facility, which increased the total commitments thereunder from $300.0 million to $500.0 million. On December 23, 2025, the Company entered into a Second Amendment to the A&R Credit Facility which, among other things, (i) increased the total commitment under the A&R Credit Facility from $500.0million to $575.0million, (ii) joined WT Capital Fund - SPV 1 Sub Gold LLC, a wholly-owned subsidiary of the Company, as a new borrower, (iii) reduced applicable spreads, (iv) allow acquisitions of loans in foreign currencies such as EUR and GBP and (v) amend the definition of "Change of Control" and "Material Modification" as defined in the A&R Credit Facility.
Prior to the consummation of the transactions under the Merger Agreements, the Borrower was a wholly-owned subsidiary of the Onshore Fund and, prior to the effectiveness of the A&R Credit Facility, the Borrower was the borrower under a $100.0 million revolving credit facility with Ally Bank ("Prior Onshore Credit Facility"). On November 8, 2024, WT Capital Fund (Offshore) - SPV1, LLC (the "Prior Offshore Borrower"), a Delaware limited liability company and wholly-owned subsidiary of the Company, merged with the Borrower with the Borrower being the surviving limited liability company. Prior to the consummation of the transactions under the Merger Agreements, the Prior Offshore Borrower was a wholly-owned subsidiary of the Offshore Fund and, prior to the effectiveness of the A&R Credit Facility, the Prior Offshore Borrower was the borrower under a $100.0million revolving credit facility with Ally Bank ("Prior Offshore Credit Facility").
The A&R Credit Facility is secured by all of the assets held by the Borrower. Under the A&R Credit Facility, the Borrower has made certain customary representations and warranties, and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The Company acts as the collateral manager and as the transferor under the A&R Credit Facility and the related transaction documents, and, in connection therewith, the Company has made certain customary representations and warranties, and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The A&R Credit Facility includes usual and customary events of default for credit facilities of this nature.
Borrowings under the A&R Credit Facility are considered the Company's borrowings for purposes of complying with the asset coverage requirements under the Investment Company Act of 1940, as amended.
The A&R Credit Facility matures on November 8, 2029 and bears interestbased on either Term SOFR or Daily Simple SOFR plus 2.00% per annum, at the Company's option. Prior to the effectiveness of the Second Amendment to the A&R Credit Facility, borrowings under the facility bore interest at a rate based on either Term SOFR or Daily Simple SOFR plus 2.50% per annum, at the Company's option.
Subscription Line
On November 8, 2024 the Company entered into a $90.0 million revolving credit facility with City National Bank, as administrative agent (the "Subscription Facility"). The Subscription Facility is a replacement of each of the Prior Onshore Subscription Facility and the Prior Offshore Subscription Facility each as defined and described below.
Prior to the consummation of the transactions under the Merger Agreements, and prior to the effectiveness of the Subscription Facility, (a) the Onshore Fund was the borrower under a revolving credit facility with City National Bank as administrative agent (the "Prior Onshore Subscription Facility") and (b) the Offshore Fund was a borrower under a revolving credit facility with City National Bank as administrative agent (the "Prior Offshore Subscription Facility" and, collectively with the Prior Onshore Subscription Facility, the "Prior Subscription Facilities"). In connection with the
Mergers and the consummation of the transactions under the Merger Agreements, each of the Prior Subscription Facilities were terminated.
On November 7, 2025, the Company entered into a First Amendment to the Subscription Facility which among things, (i) extended the maturity date from November 7, 2025 to November 6, 2026 and (ii) amended the definition of "Borrowing Base" from 60% of certain Unfunded Capital Commitments to 70% of such Unfunded Capital Commitments.
The Subscription facility is secured by (a) the Company's rights to make capital calls of the capital commitments of each of its investors and all other rights, title, interests, powers and privileges related to, appurtenant to or arising out of the Company's rights to require or demand that such investors make capital contributions to the Company, (b) the Company's rights, titles, interest and privileges in and to the capital commitments, uncalled capital commitments, pending capital calls and capital contributions made by its investors, (c) all of the Company's rights, titles, interests, remedies and privileges under the applicable organizational documents, subscription agreements and side letters (including those in accordance with each of the Onshore Fund's and the Offshore Fund's operating agreements) to make, issue notices with respect to, and enforce capital calls and to receive and enforce the funding of capital contributions; (d) the Company's rights, titles, interests, remedies and privileges under its organizational documents and subscription agreements to issue and enforce capital calls, to receive and enforce capital contributions and relating to issuing, enforcing or receiving capital calls, capital commitments or capital contributions, (e) the Company's deposit accounts at City National Bank (or any substitute account, wherever located) into which capital call proceeds are paid, together with the Company's rights, titles and interests in and to each such account, all sums or other property now or at any time on deposit therein, credited thereto or payable thereof, and all instruments, documents, certificates and other writings evidencing each such account, and (f) all proceeds of the foregoing.
The Subscription Facility includes customary representations and warranties, and is required to comply with various affirmative and negative covenants, reporting requirements and other customary requirements for similar credit facilities and includes usual and customary events of default for credit facilities of this nature.
Participation Agreements
On September 16, 2024, the Onshore Fund entered into a LSTA Par/Near Par Trade Confirmation in its capacity as the seller with Macquarie Bank Limited ("Macquarie") as the buyer (the "Initial Participation"), and a related Participation Agreement for Par/Near Par Trades (the "Participation Agreement") pursuant to which the Onshore Fund sold to Macquarie a participation in connection with a term loan held by the Onshore Fund under a credit agreement dated as of November 25, 2020 with, inter alia, Higginbotham Insurance Agency, Inc. (the "Higginbotham Loan"). On the same date, Macquarie, as the seller, and the Onshore Fund, as the buyer, entered into a LSTA Par/Near Par Trade Confirmation (the "Assignment Confirmation") pursuant to which Macquarie agreed to sell to the Onshore Fund by a specified time period provided therein via an assignment all rights in the Higginbotham Loan which Macquarie had purchased a participation in under the Initial Participation. On November 8, 2024, immediately prior to giving effect to the Merger contemplated by the Merger Agreements, the Onshore Fund, the Company and Macquarie entered into that certain Assumption of Participation Agreement & Trade Confirmation pursuant to which the Company acknowledged that, upon the effectiveness of the transactions contemplated by the Merger Agreements, the Company would become the "seller" under the Participation Agreement and assume all obligations and liabilities of the Onshore Fund under the Participation Agreement, and shall become the buyer under the Assignment Confirmation and assume all obligations and liabilities of the Onshore Fund under the Assignment Confirmation. In connection therewith, the Onshore Fund agreed, on or immediately prior to the effectiveness of the Merger Transactions, to pay to Macquarie the fee accrued pursuant to the Assignment Confirmation.
On August 2, 2024, Willow Tree Capital Offshore Blocker, LLC (the "Offshore Blocker") entered into a LSTA Par/Near Par Trade Confirmation in its capacity as the seller with Macquarie as the buyer (the "Initial Blocker Participation"), and a related Participation Agreement for Par/Near Par Trades (the "Blocker Participation Agreement") pursuant to which the Offshore Blocker sold to Macquarie a participation in connection with a term loan held by the Offshore Blocker under a credit agreement dated as of October 23, 2020 with, inter alia, RPX Corporation (the "RPX Loan"). On the same date, Macquarie, as the seller, and the Offshore Blocker, as the buyer, entered into a LSTA Par/Near Par Trade Confirmation (the "Blocker Assignment Confirmation") pursuant to which Macquarie agreed to sell to the Offshore Blocker by a specified time period provided therein via an assignment all rights in the RPX Loan which Macquarie had purchased a participation in under the Initial Blocker Participation. On August 2, 2024, the Offshore Fund entered into a Guaranty in favor of Macquarie pursuant to which the Offshore Fund guaranteed the payment and performance of the Offshore Blocker's obligation to purchase the RPX Loan in accordance with the Blocker Assignment Confirmation (the "RPX Guaranty").
On September 30, 2024, the Offshore Blocker entered into a LSTA Par/Near Par Trade Confirmation in its capacity as the seller with Macquarie as the buyer (the "Second Blocker Participation"), and a related Participation Agreement for Par/Near Par Trades (the "Second Blocker Participation Agreement") pursuant to which the Offshore Blocker sold to Macquarie a participation in connection with a term loan held by the Offshore Blocker under a credit agreement dated as of September 30, 2024 with, inter alia, ESCP DTFS Inc. (the "ESCP Loan"). On the same date, Macquarie, as the seller, and the Offshore Blocker, as the buyer, entered into a LSTA Par/Near Par Trade Confirmation (the "Second Blocker Assignment Confirmation") pursuant to which Macquarie agreed to sell to the Offshore Blocker by a specified time period provided therein via an assignment all rights in the ESCP Loan which Macquarie had purchased a participation in under the Second Blocker Participation. On September 30 2024, the Offshore Fund entered into a Guaranty in favor of Macquarie pursuant to which the Offshore Fund guaranteed the payment and performance of the Offshore Blocker's obligation to purchase the ESCP Loan in accordance with the Second Blocker Assignment Confirmation (the "ESCP Guaranty" and, together with the RPX Guaranty, the "Offshore Blocker Guarantees").
On November 8, 2024, immediately prior to giving effect to the Merger contemplated by the Merger Agreements, the Offshore Fund, the Company and Macquarie entered into that certain Assumption of Guaranty pursuant to which the Company acknowledged that, upon the effectiveness of the transactions contemplated by the Merger Agreements, the Company would become the guarantor under each of the Offshore Blocker Guarantees and would assume all obligations and liabilities of the Offshore Fund under each of the Offshore Blocker Guarantees.
As of December 31, 2025, the Company did not have any outstanding secured borrowings, as the contractual maturity of such secured borrowing agreement terminated on February 6, 2025.
Distributions to Shareholders
We have elected to be treated, and intend to qualify annually as a RIC under the Code for U.S. federal income tax purposes, and intend to make the required distributions to our shareholders as specified therein. In order to maintain our tax treatment as a RIC and to obtain RIC tax benefits, we must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then we are generally required to pay income taxes only on the portion of our taxable income and gains we do not distribute (actually or constructively) and certain built-in gains. We monitor our distribution requirements with the goal of ensuring compliance with the Code. We can offer no assurance that we will achieve results that will permit the payment of any level of cash distributions and our ability to make distributions will be limited by the asset coverage requirement and related provisions under the 1940 Act and contained in any applicable indenture and related supplements. In addition, in order to satisfy the annual distribution requirement applicable to RICs, we may declare a significant portion of our dividends in shares of our Common Stock instead of in cash. A shareholder generally would be subject to tax on 100% of the fair market value of the dividend on the date the dividend is received by the shareholder in the same manner as a cash dividend, even though a portion of the dividend was paid in shares of our Common Stock.
The minimum distribution requirements applicable to RICs require us to distribute to our shareholders each year at least 90% of our investment company taxable income, or ICTI, as defined by the Code. Depending on the level of ICTI and net capital gain, if any, earned in a tax year, we may choose to carry forward income in excess of current year distributions into the next tax year and pay a 4% U.S. federal excise tax on such excess. Any such carryover income must be distributed before the end of the next tax year through a dividend declared prior to filing the final tax return related to the year which generated such income.
ICTI generally differs from net investment income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses. We may be required to recognize ICTI in certain circumstances in which we do not receive cash. For example, if we hold debt obligations that are treated under applicable tax rules as having OID (such as debt instruments issued with warrants), we must include in ICTI each year a portion of the OID that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. We may also have to include in ICTI other amounts that we have not yet received in cash, such as (i) PIK interest income and (ii) interest income from investments that have been classified as non-accrual for financial reporting purposes. Interest income on non-accrual investments is not recognized for financial reporting purposes, but generally is recognized in ICTI. Because any OID or other amounts accrued will be included in our ICTI for the year of accrual, we may be required to make a distribution to our shareholders in order to satisfy the minimum distribution requirements, even though we will not have received and may not ever receive any corresponding cash amount. ICTI also excludes net unrealized appreciation or depreciation, as investment gains or losses are not included in taxable income until they are realized.
During the year ended December 31, 2025, we declared distributions of $30.0 million, of which $8.1 million was paid in cash and $9.2 million of distributions were unpaid and included in distribution payable in the Consolidated Statements of Assets and Liabilities. For the year ended December 31, 2024 there were no distributions declared and paid.
Critical Accounting Policies and Use of Estimates
The preparation of our financial statements in accordance with U.S. GAAP will require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the periods covered by such financial statements. We have identified investment valuation and revenue recognition as our most critical accounting estimates. On an ongoing basis, we evaluate our estimates, including those related to the matters described below. These estimates are based on the information that is currently available to us and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ materially from those estimates under different assumptions or conditions. A discussion of our critical accounting policies follows.
Investment Valuation
Investments at Fair Value
Section 2(a)(41) of the 1940 Act requires us to value our assets as follows: (i) the third party price for securities for which a quotation is readily available; and (ii) for all other securities and assets, fair value, as determined in good faith by the Board. A market quotation is only "readily available" to the extent that the security can be valued with Level 1 Inputs (as defined below). As a result, the Board must determine the fair value of all securities valued with Level 2 Inputs or Level 3 Inputs (each as defined below). Since most of the securities that we hold will not have readily available market quotations, we expect that the Board will be required to determine the "fair value" of the respective Company's securities, with input from the Adviser, third-party independent valuation firms and the respective audit committee of the Board as of the end of each quarter.
ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. There is no single standard for determining fair value in good faith since fair value depends upon circumstances of each individual case. In general, fair value is the amount that we might reasonably expect to receive upon the current sale of the security in an arm's length transaction. Due to the uncertainty inherent in the valuation process, such estimates of fair value may differ significantly from the values that would have been obtained had a ready market for the securities existed, and the differences could be material. Additionally, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the valuations currently assigned.
Investments for which market quotations are readily available in an active market are valued at such market quotations, which are generally obtained from an independent pricing service or one or more broker dealers or market-makers, provided that a quotation will not be deemed readily available if it is not reliable. However, debt and equity investments closed within approximately 90 days are generally valued at cost, plus accreted discount, if applicable, which approximates fair value. Debt and equity securities for which market quotations are not readily available will be valued at fair value as determined in good faith by or under the direction of the Board. Because we expect that there will not be a readily available market value for many of the investments in its respective portfolio, we expect to value most of our portfolio investments at fair value as determined in good faith under the direction of the Board in accordance with the Investment Valuation Process listed below, which have been reviewed and approved by the Board.
Under ASC 820, we perform detailed valuations of our debt and equity investments on an individual basis, using market based, income based, and bond yield approaches as appropriate.
Under the market approach, we estimate the enterprise value of the portfolio companies in which we invest. There is no one methodology to estimate enterprise value and, in fact, for any one portfolio company, enterprise value is best expressed as a range of fair values, from which we derive a single estimate of enterprise value. To estimate the enterprise value of a portfolio company, we analyze various factors, including the portfolio company's historical and projected financial results. Typically, private companies are valued based on multiples of EBITDA, cash flows, net income, revenues, or in limited cases, book value. We review various sources of transactional data, including publicly comparable companies and private mergers and acquisitions with similar characteristics. We will generally require portfolio companies to provide annual audited and quarterly and monthly unaudited financial statements, as well as annual projections for the upcoming fiscal year.
Under the income approach, we generally prepare and analyze the internal rate of return of our debt investments based on the expected future cash flow streams. Under the bond yield approach, we review bond yields of similar companies and compare such yields to the internal rate of return of our debt investments. We review various sources of transactional data, including private mergers and acquisitions involving debt investments with similar characteristics, and assess the information in the valuation process. The guidance establishes three levels of the fair value hierarchy as follows:
•Level 1-Valuations based on quoted prices in active markets for identical assets or liabilities that we have the ability to access.
•Level 2-Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
•Level 3-Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
Investment Valuation Process
The Board undertakes a multi-step valuation process each quarter in connection with determining the fair value of each of the Company's investments:
•The Company's quarterly valuation process begins with each portfolio company or investment being initially valued by the respective Willow Tree valuation team member.
•Preliminary valuations are then reviewed and discussed with the principals of Willow Tree.
•Separately, an independent valuation firm engaged by the Board will provide third party valuation consulting services with respect to our investments at least twice annually for all investments held in the portfolio for at least six months. In certain cases, the Adviser may determine it is not cost-effective, and as a result is not in its shareholder's best interest, to consult with the independent financial advisory services firm on its investments. Such instances include, but are not limited to, a loan closing a few days prior to quarter-end.
•As part of the valuation process, the independent valuation firm may review the credit documents, audited financial statements, interim financial statements, financial projections, our internal credit memos, as well as other documents as necessary, for each of our investments. After reviewing the documents, the independent valuation firm conducts various analyses including (i) historical and projected financial results, (ii) cash flow and credit ratios, (iii) comparable public and private companies and transactions, (iv) current and projected financial covenants, (v) internal rate of return based upon the expected future cash flow streams, and (vi) bond yields of comparable companies. Based on these analyses, the independent valuation firm determines if the manager valuations fall within their fair value range as of the valuation date.
•The independent valuation firm will evaluate the Company's valuation compared to its range. If there are discrepancies, they will be resolved via discussion with the Adviser.
•The Adviser's valuation team prepares a valuation report for the audit committee of the Board.
•The audit committee of the Board (the "Audit Committee") is apprised of the preliminary valuations and the results of the independent valuation firm's conclusion. Once resolved, the independent valuation firm issues its opinion as to whether our valuations are reasonable.
•The Audit Committee will review the preliminary valuations, and the Adviser responds and supplements the preliminary valuations to reflect any comments provided by the audit committee.
•The Audit Committee will make recommendations to the Board regarding the fair value of each investment in our portfolio; and
•The Board will discuss valuations and determines the fair value of each investment in our portfolio in good faith, based on the input of the Adviser, the respective independent valuation firms, if any, and the respective audit committee, and determines the fair values of such assets.
Revenue Recognition
Interest and Dividend Income
Interest income is recorded on an accrual basis and includes the accretion of discounts, amortization of premiums and PIK interest. Discounts from and premiums to par value on investments purchased are accreted/amortized into interest income
over the life of the respective security using the effective interest method. To the extent loans contain PIK provisions, PIK interest, computed at the contractual rates, is accrued and recorded as interest income and added to the principal balance of the loan. PIK interest income added to the principal balance is generally collected upon repayment of the outstanding principal.
Loans are generally placed on non-accrual status when interest and/or principal payments become materially past due and there is reasonable doubt that principal or interest will be collected in full. Recognition of interest income of that loan will be ceased until all principal and interest is current through payment or until a restructuring occurs, such that the interest income is deemed to be collectible. However, we remain contractually entitled to this interest. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon our judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest are paid or there is no longer any reasonable doubt that such principal or interest will be collected in full and, in our judgment, are likely to remain current. We may make exceptions to this policy if the loan has sufficient collateral value or is in the process of collection. Accrued interest is written-off when it becomes probable that the interest will not be collected, and the amount of uncollectible interest can be reasonably estimated.
Dividend income on preferred equity is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies. To the extent preferred equity contains PIK provisions, PIK dividends computed at the contractual rates are accrued and recorded as dividend income and added to the principal balance of the preferred equity. PIK dividends added to the principal balance are generally collected upon redemption of the equity.
Other Income
Dividends earned on money market balances are recorded on an accrual basis. Such income is included in other income in the Consolidated Statements of Operations.
Investment Transactions
Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. Unrealized gains or losses primarily reflect the change in investment values, including the reversal of previously recorded unrealized gains or losses when gains or losses are realized.
Other income may include income such as consent, waiver, amendment, unused, and prepayment fees associated with our investment activities, as well as any fees for managerial assistance services rendered by the Company to its portfolio companies. Such fees are recognized as income when earned or the services are rendered.
Income Taxes
We have elected to be treated, and intend to qualify annually, as a RIC under the Code for U.S. federal income tax purposes. To maintain our RIC tax election, we must, among other requirements, meet certain annual source-of-income and quarterly asset diversification requirements. We also must annually satisfy the Annual Distribution Requirement.
If we fail to distribute in a timely manner an amount at least equal to the sum of (i) 98% of our ordinary income for the calendar year, (ii) 98.2% of the amount by which our capital gains exceed our capital losses (adjusted for certain ordinary losses) for the one-year period ending October 31 in that calendar year and (iii) certain undistributed amounts from previous years on which we paid no U.S. federal income tax (collectively, the "Excise Tax Distribution Requirements"), we will be subject to a 4% nondeductible U.S. federal excise tax on the amount by which we do not meet the Excise Tax Distribution Requirements. For this purpose, however, any ordinary income or capital gain net income retained by us that is subject to corporate income tax for the tax year ending in that calendar year will be considered to have been distributed by year-end (or earlier if estimated taxes are paid).
Off-Balance Sheet Arrangements
Rule 18f-4 provides that a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has, among other things, a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. We may become a party to financial instruments with off-balance sheet risk in the normal course of our business to fund investments and to meet the financial needs of our portfolio companies. These instruments may include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the balance sheet. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. The balance of unused commitments to extend financing as of December 31, 2025 was as follows (amounts in thousands):
December 31, 2025
Investments - non-controlled, non-affiliated Commitment Type Commitment Expiration Date Unfunded Commitment Fair Value
ACP Avenu Buyer, LLC Delayed Draw Term Loan April 21, 2025 $ 5,889 $ 44
ACP Avenu Buyer, LLC Revolver April 21, 2025 2,061 -
AG Bells, LLC Revolver August 19, 2025 1,696 -
Ambient Enterprises Holdco, LLC Delayed Draw Term Loan October 31, 2025 50 -
Ambient Enterprises Holdco, LLC Delayed Draw Term Loan November 8, 2024 3,388 25
Ambient Enterprises Holdco, LLC Revolver November 8, 2024 685 -
American Combustion Industries, LLC Delayed Draw Term Loan November 8, 2024 3,376 (65)
American Combustion Industries, LLC Revolver November 8, 2024 236 (5)
Amerspirit FL, LLC Delayed Draw Term Loan September 26, 2025 865 (13)
Ampler QSR Holdings, LLC Revolver August 19, 2025 2,451 (11)
Amylu Borrower Sub, LLC Delayed Draw Term Loan June 10, 2025 1,998 24
Amylu Borrower Sub, LLC Revolver June 10, 2025 2,508 -
Apex Service Partners, LLC Delayed Draw Term Loan April 29, 2025 23 -
Apex Service Partners, LLC Revolver November 8, 2024 1,885 -
Beacon Oral Specialists Delayed Draw Term Loan November 8, 2024 252 (1)
Beacon Oral Specialists Delayed Draw Term Loan September 12, 2025 1,171 (3)
Bristol Hospice, LLC Revolver August 26, 2025 3,779 -
Cards Live Oak Holdings INC Delayed Draw Term Loan October 20, 2025 50 (1)
Cards Live Oak Holdings INC Revolver October 20, 2025 33 -
Cvausa Management, LLC Delayed Draw Term Loan August 1, 2025 16,533 165
Cvausa Management, LLC Revolver January 14, 2025 1,111 -
Del-Air Heating, Air Conditioning & Refrigeration, LLC Delayed Draw Term Loan February 4, 2025 4,090 (82)
Del-Air Heating, Air Conditioning & Refrigeration, LLC Revolver February 12, 2025 2,272 (45)
Dentive Capital, LLC Revolver November 8, 2024 50 (2)
Dermcare Management, LLC Delayed Draw Term Loan March 31, 2025 18,476 (112)
Dukes Root Control Inc. Revolver November 8, 2024 908 -
Durare Bidco LLC Delayed Draw Term Loan August 7, 2025 50 -
Durare Bidco LLC Revolver August 7, 2025 50 -
Elessent Clean Technologies Inc. Revolver November 20, 2024 1,711 -
Flexera Software LLC Revolver August 13, 2025 50 -
GC Waves Holdings, Inc. Delayed Draw Term Loan October 6, 2025 1,092 -
High Street Buyer, Inc. Delayed Draw Term Loan July 18, 2025 17,251 (86)
HLSG Intermediate, LLC Delayed Draw Term Loan March 14, 2025 2,341 -
HLSG Intermediate, LLC Revolver November 8, 2024 837 -
IFH Franchisee Holdings, LLC Delayed Draw Term Loan January 10, 2025 3,136 9
KAMC Holdings, Inc. Revolver August 1, 2025 27 -
Legacy Precast Buyer Delayed Draw Term Loan December 16, 2025 5,157 (52)
Legacy Precast Buyer Revolver December 16, 2025 4,727 (47)
Neptune Platform Buyer, LLC Delayed Draw Term Loan January 24, 2025 1,403 -
Neptune Platform Buyer, LLC Delayed Draw Term Loan January 24, 2025 641 -
December 31, 2025
Investments - non-controlled, non-affiliated Commitment Type Commitment Expiration Date Unfunded Commitment Fair Value
Neptune Platform Buyer, LLC Delayed Draw Term Loan November 8, 2024 2,350 -
NWP Acquisition Holdings, LLC Delayed Draw Term Loan November 21, 2024 4,000 40
NWP Acquisition Holdings, LLC Revolver November 21, 2024 5,000 -
Offen, Inc. Revolver July 18, 2025 3,178 (32)
Orthofeet, Inc Revolver November 8, 2024 1,524 (15)
Pathstone Family Office, LLC Delayed Draw Term Loan November 8, 2024 5,340 53
Pathstone Family Office, LLC Revolver November 8, 2024 797 -
Regent Surgical Health, LLC Delayed Draw Term Loan September 12, 2025 2,256 (34)
Regent Surgical Health, LLC Revolver September 12, 2025 7,824 (117)
RKD Group, LLC Delayed Draw Term Loan May 19, 2025 3,233 (39)
RKD Group, LLC Revolver May 19, 2025 1,805 (22)
Royal Holdco Corporation Delayed Draw Term Loan March 12, 2025 4,740 (18)
Royal Holdco Corporation Revolver March 13, 2025 404 (2)
RPX Corporation Revolver September 30, 2025 2,601 -
Salt Dental Collective, LLC Revolver November 8, 2024 78 -
Sandlot Baseball BorrowerCo, LLC Delayed Draw Term Loan June 2, 2025 4,942 -
Sandlot Baseball BorrowerCo, LLC Revolver June 2, 2025 2,253 -
Secretariat Advisors, LLC Delayed Draw Term Loan June 28, 2025 1,081 (7)
Stonebridge Companies, LLC Delayed Draw Term Loan May 16, 2025 1,327 3
Stonebridge Companies, LLC Revolver May 16, 2025 885 2
Superjet Buyer, LLC Delayed Draw Term Loan November 8, 2024 4,134 -
SV-AERO Holdings, LLC Delayed Draw Term Loan December 10, 2024 1,261 -
Systems Planning And Analysis, Inc. Delayed Draw Term Loan November 8, 2024 1,595 -
Systems Planning And Analysis, Inc. Revolver November 8, 2024 1,970 -
Together Womens Health, LLC Delayed Draw Term Loan August 26, 2025 10,905 (123)
Together Womens Health, LLC Revolver August 26, 2025 2,305 (26)
VRC Companies, LLC Revolver November 8, 2024 100 -
World Insurance Associates, LLC Revolver February 14, 2025 1,127 -
WRM Wastewater Merger Sub, Inc. Delayed Draw Term Loan May 19, 2025 4,478 -
$ 197,802 $ (595)
The balance of unused commitments to extend financing as of December 31, 2024 was as follows (amounts in thousands):
December 31, 2024
Investments - non-controlled, non-affiliated Commitment Type Commitment
Expiration Date 		Unfunded
Commitment 		Fair
Value
Neptune Platform Buyer LLC Delayed Draw Term Loan January 19, 2031 $ 2,350 $ -
Pathstone Family Office LLC Revolver May 15, 2028 1,048 (5)
Pathstone Family Office LLC Delayed Draw Term Loan May 15, 2029 5,340 (25)
SV-AERO Holdings, LLC Delayed Draw Term Loan October 30, 2026 1,261 (6)
Accession Risk Management Group, Inc. Revolver November 1, 2029 1,858 -
Bluehalo Global Holdings, LLC Revolver October 31, 2025 12 -
VRC Companies, LLC Revolver June 29, 2027 100 -
Systems Planning And Analysis, Inc. Delayed Draw Term Loan October 29, 2027 16,745 (32)
Dentive Capital, LLC Revolver May 27, 2027 50 -
Peter C. Foy & Associates Insurance Services, LLC Revolver November 1, 2027 100 -
Systems Planning And Analysis, Inc. Revolver August 16, 2027 3,128 (6)
Dukes Root Control Inc. Revolver June 30, 2025 62 -
RPX Corporation Revolver October 23, 2025 2,601 (1)
World Insurance Associates, LLC Revolver April 3, 2028 100 -
Ambient Enterprises Holdco LLC Revolver December 7, 2029 685 (1)
December 31, 2024
Investments - non-controlled, non-affiliated Commitment Type Commitment
Expiration Date 		Unfunded
Commitment 		Fair
Value
Ambient Enterprises Holdco LLC Delayed Draw Term Loan June 28, 2030 1,630 (3)
HLSG Intermediate, LLC Revolver March 31, 2028 27 -
Beacon Oral Specialists Delayed Draw Term Loan December 14, 2026 3,748 (15)
RKD Group, LLC Delayed Draw Term Loan August 17, 2028 519 -
Rogers Mechanical Contractors, LLC Revolver September 28, 2028 140 -
Rogers Mechanical Contractors, LLC Delayed Draw Term Loan September 28, 2028 738 -
Superjet Buyer, LLC Delayed Draw Term Loan December 30, 2027 4,454 (37)
Dentive Capital, LLC Delayed Draw Term Loan December 23, 2028 973 (6)
Dermcare Management, LLC Delayed Draw Term Loan April 21, 2028 3,768 -
American Combustion Industries, LLC Delayed Draw Term Loan August 31, 2028 189 (3)
American Combustion Industries, LLC Delayed Draw Term Loan August 31, 2028 3,772 (50)
American Combustion Industries, LLC Revolver August 31, 2028 1,179 (16)
GraphPAD Software, LLC Revolver June 30, 2031 1,297 -
GraphPAD Software, LLC Delayed Draw Term Loan June 30, 2031 3,113 28
Accession Risk Management Group, Inc. Delayed Draw Term Loan November 1, 2029 10,869 33
Orthofeet, Inc Revolver July 30, 2030 1,524 (25)
Apex Service Partners, LLC Delayed Draw Term Loan October 24, 2030 7,388 (13)
Apex Service Partners, LLC Revolver October 24, 2029 818 (1)
GC Waves Holdings, Inc. Delayed Draw Term Loan October 4, 2030 10,135 101
VRC Companies, LLC Delayed Draw Term Loan June 29, 2027 18,577 (63)
Elessent Clean Technologies Inc. Revolver November 15, 2029 1,711 (34)
NWP Acquisition Holdings, LLC Delayed Draw Term Loan November 21, 2030 15,000 (263)
NWP Acquisition Holdings, LLC Revolver November 21, 2030 5,000 (88)
IFH Franchisee Holdings, LLC
Delayed Draw Term Loan
March 31, 2025 3,136 (24)
Total $ 135,145 $ (555)
Recent Developments
On January 26, 2026, the Company issued approximately 465,930 shares of its Common Stock pursuant to the Company's DRIP in connection with the distribution paid to shareholders on January 26, 2026.
On March 12, 2026, the Company's Board of Directors declared a distribution of $0.40 per share, payable on or around April 27, 2026 to shareholders of record at the close of business on March 12, 2026.
Willow Tree Capital Corp published this content on March 24, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on March 24, 2026 at 19:22 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]