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000194483112-312026Q1falsehttp://fasb.org/us-gaap/2025#DebtAndEquitySecuritiesUnrealizedGainLosshttp://fasb.org/us-gaap/2025#DebtAndEquitySecuritiesUnrealizedGainLosshttp://fasb.org/us-gaap/2025#DebtAndEquitySecuritiesUnrealizedGainLosshttp://fasb.org/us-gaap/2025#DebtAndEquitySecuritiesUnrealizedGainLoss11xbrli:sharesiso4217:USDiso4217:USDxbrli:sharesxbrli:purewt:loanwt:borrowerwt:componentwt:segment00019448312026-01-012026-03-3100019448312026-05-1300019448312026-03-3100019448312025-12-3100019448312025-01-012025-03-3100019448312024-12-3100019448312025-03-310001944831Neptune Platform Buyer, LLC | Term Loan 1 | Non-Affiliated Issuer2026-03-310001944831Neptune Platform Buyer, LLC | Term Loan 2 | Non-Affiliated Issuer2026-03-310001944831Neptune Platform Buyer, LLC | Delayed Draw Term Loan 1 | Non-Affiliated Issuer2026-03-310001944831Neptune Platform Buyer, LLC | Delayed Draw Term Loan 2 | Non-Affiliated Issuer2026-03-310001944831Neptune Platform Buyer, LLC | Delayed Draw Term Loan 3 | Non-Affiliated Issuer2026-03-310001944831Stellant Midco, LLC | Term Loan | Non-Affiliated Issuer2026-03-310001944831SV-AERO Holdings, LLC | Term Loan | Non-Affiliated Issuer2026-03-310001944831SV-AERO Holdings, LLC | Delayed Draw Term Loan | Non-Affiliated Issuer2026-03-310001944831Systems Planning And Analysis, Inc. | Term Loan | Non-Affiliated Issuer2026-03-310001944831Systems Planning And Analysis, Inc. | Revolver | Non-Affiliated Issuer2026-03-310001944831Systems Planning And Analysis, Inc. | Delayed Draw Term Loan 1 | Non-Affiliated Issuer2026-03-310001944831Systems Planning And Analysis, Inc. | Delayed Draw Term Loan 2 | Non-Affiliated Issuer2026-03-310001944831Systems Planning And Analysis, Inc. | Delayed Draw Term Loan 3 | Non-Affiliated Issuer2026-03-310001944831us-gaap:InvestmentUnaffiliatedIssuerMemberwt:AerospaceAndDefenseMember2026-03-310001944831Ambient Enterprises Holdco, LLC | Term Loan 1 | Non-Affiliated Issuer2026-03-310001944831Ambient Enterprises Holdco, LLC | Term Loan 2 | Non-Affiliated Issuer2026-03-310001944831Ambient Enterprises Holdco, LLC | Term Loan 3 | Non-Affiliated Issuer2026-03-310001944831Ambient Enterprises Holdco, LLC | Revolver | Non-Affiliated Issuer2026-03-310001944831Ambient Enterprises Holdco, LLC | Delayed Draw Term Loan 1 | Non-Affiliated Issuer2026-03-310001944831Ambient Enterprises Holdco, LLC | Delayed Draw Term Loan 2 | Non-Affiliated Issuer2026-03-310001944831Ambient Enterprises Holdco, LLC | Delayed Draw Term Loan 3 | Non-Affiliated Issuer2026-03-310001944831Ambient Enterprises Holdco, LLC | Delayed Draw Term Loan 4 | Non-Affiliated Issuer2026-03-310001944831American Combustion Industries, LLC | Term Loan | Non-Affiliated Issuer2026-03-310001944831American Combustion Industries, LLC | Revolver | Non-Affiliated Issuer2026-03-310001944831American Combustion Industries, LLC | Delayed Draw Term Loan 1 | Non-Affiliated Issuer2026-03-310001944831American Combustion Industries, LLC | Delayed Draw Term Loan 2 | Non-Affiliated Issuer2026-03-310001944831Cards Live Oak Holdings Inc. | Term Loan | Non-Affiliated Issuer2026-03-310001944831Cards Live Oak Holdings Inc. | Revolver | Non-Affiliated Issuer2026-03-310001944831Cards Live Oak Holdings Inc. | Delayed Draw Term Loan | Non-Affiliated Issuer2026-03-310001944831ESCP DTFS Inc. | Term Loan | Non-Affiliated Issuer2026-03-310001944831KAMC Holdings, Inc. | Term Loan | Non-Affiliated Issuer2026-03-310001944831KAMC Holdings, Inc. | Revolver | Non-Affiliated Issuer2026-03-310001944831NWP Acquisition Holdings, LLC | Term Loan | Non-Affiliated Issuer2026-03-310001944831NWP Acquisition Holdings, LLC | Revolver | Non-Affiliated Issuer2026-03-310001944831NWP Acquisition Holdings, LLC | Delayed Draw Term Loan | Non-Affiliated Issuer2026-03-310001944831WRM Wastewater Merger Sub, Inc. | Term Loan | Non-Affiliated Issuer2026-03-310001944831WRM Wastewater Merger Sub, Inc. | Delayed Draw Term Loan | Non-Affiliated Issuer2026-03-310001944831us-gaap:InvestmentUnaffiliatedIssuerMemberwt:CommercialServicesAndSuppliersMember2026-03-310001944831Elessent Clean Technologies Inc. | Term Loan | Non-Affiliated Issuer2026-03-310001944831Elessent Clean Technologies Inc. | Revolver | Non-Affiliated Issuer2026-03-310001944831Legacy Precast Buyer | Term Loan | Non-Affiliated Issuer2026-03-310001944831Legacy Precast Buyer | Revolver | Non-Affiliated Issuer2026-03-310001944831Legacy Precast Buyer | Delayed Draw Term Loan | Non-Affiliated Issuer2026-03-310001944831us-gaap:InvestmentUnaffiliatedIssuerMemberwt:ConstructionAndEngineeringMember2026-03-310001944831Key Container Borrower, LLC | Term Loan | Non-Affiliated Issuer2026-03-310001944831Key Container Borrower, LLC | Revolver | Non-Affiliated Issuer2026-03-310001944831Key Container Borrower, LLC | Delayed Draw Term Loan | Non-Affiliated Issuer2026-03-310001944831us-gaap:InvestmentUnaffiliatedIssuerMemberus-gaap:ContainerAndPackagingSectorMember2026-03-310001944831Apex Service Partners, LLC | Term Loan 1 | Non-Affiliated Issuer2026-03-310001944831Apex Service Partners, LLC | Term Loan 2 | Non-Affiliated Issuer2026-03-310001944831Apex Service Partners, LLC | Revolver | Non-Affiliated Issuer2026-03-310001944831Apex Service Partners, LLC | Delayed Draw Term Loan 1 | Non-Affiliated Issuer2026-03-310001944831Apex Service Partners, LLC | Delayed Draw Term Loan 2 | Non-Affiliated Issuer2026-03-310001944831Apex Service Partners, LLC | Delayed Draw Term Loan 3 | Non-Affiliated Issuer2026-03-310001944831Del-Air Heating, Air Conditioning & Refrigeration, LLC | Term Loan | Non-Affiliated Issuer2026-03-310001944831Del-Air Heating, Air Conditioning & Refrigeration, LLC | Revolver | Non-Affiliated Issuer2026-03-310001944831Del-Air Heating, Air Conditioning & Refrigeration, LLC | Delayed Draw Term Loan | Non-Affiliated Issuer2026-03-310001944831IFH Franchisee Holdings, LLC | Term Loan | Non-Affiliated Issuer2026-03-310001944831IFH Franchisee Holdings, LLC | Delayed Draw Term Loan | Non-Affiliated Issuer2026-03-310001944831Sandlot Baseball BorrowerCo, LLC | Revolver | Non-Affiliated Issuer2026-03-310001944831Sandlot Baseball BorrowerCo, LLC | Delayed Draw Term Loan 1 | Non-Affiliated Issuer2026-03-310001944831Sandlot Baseball BorrowerCo, LLC | Delayed Draw Term Loan 2 | Non-Affiliated Issuer2026-03-310001944831us-gaap:InvestmentUnaffiliatedIssuerMemberwt:DiversifiedConsumerServicesMember2026-03-310001944831Offen, Inc. | Term Loan | Non-Affiliated Issuer2026-03-310001944831Offen, Inc. | Revolver | Non-Affiliated Issuer2026-03-310001944831us-gaap:InvestmentUnaffiliatedIssuerMemberwt:EnergyEquipmentServicesMember2026-03-310001944831Amerspirit FL, LLC | Term Loan | Non-Affiliated Issuer2026-03-310001944831Amerspirit FL, LLC | Delayed Draw Term Loan 1 | Non-Affiliated Issuer2026-03-310001944831Amerspirit FL, LLC | Delayed Draw Term Loan 2 | Non-Affiliated Issuer2026-03-310001944831us-gaap:InvestmentUnaffiliatedIssuerMemberus-gaap:EntertainmentSectorMember2026-03-310001944831Electronic Merchant Systems, LLC | Term Loan 1 | Non-Affiliated Issuer2026-03-310001944831Electronic Merchant Systems, LLC | Term Loan 2 | Non-Affiliated Issuer2026-03-310001944831GC Waves Holdings, Inc. | Term Loan | Non-Affiliated Issuer2026-03-310001944831GC Waves Holdings, Inc. | Delayed Draw Term Loan 1 | Non-Affiliated Issuer2026-03-310001944831GC Waves Holdings, Inc. | Delayed Draw Term Loan 2 | Non-Affiliated Issuer2026-03-310001944831Pathstone Family Office, LLC | Term Loan 1 | Non-Affiliated Issuer2026-03-310001944831Pathstone Family Office, LLC | Term Loan 2 | Non-Affiliated Issuer2026-03-310001944831Pathstone Family Office, LLC | Revolver | Non-Affiliated Issuer2026-03-310001944831Pathstone Family Office, LLC | Delayed Draw Term Loan 1 | Non-Affiliated Issuer2026-03-310001944831Pathstone Family Office, LLC | Delayed Draw Term Loan 2 | Non-Affiliated Issuer2026-03-310001944831RPX Corporation | Term Loan | Non-Affiliated Issuer2026-03-310001944831RPX Corporation | Revolver | Non-Affiliated Issuer2026-03-310001944831Wealth Enhancement Group, LLC | Delayed Draw Term Loan 1 | Non-Affiliated Issuer2026-03-310001944831Wealth Enhancement Group, LLC | Delayed Draw Term Loan 2 | Non-Affiliated Issuer2026-03-310001944831Wealth Enhancement Group, LLC | Delayed Draw Term Loan 3 | Non-Affiliated Issuer2026-03-310001944831us-gaap:InvestmentUnaffiliatedIssuerMemberus-gaap:FinancialServicesSectorMember2026-03-310001944831Beacon Oral Specialists | Delayed Draw Term Loan 1 | Non-Affiliated Issuer2026-03-310001944831Beacon Oral Specialists | Delayed Draw Term Loan 2 | Non-Affiliated Issuer2026-03-310001944831Bristol Hospice, LLC | Term Loan | Non-Affiliated Issuer2026-03-310001944831Bristol Hospice, LLC | Revolver | Non-Affiliated Issuer2026-03-310001944831Cvausa Management, LLC | Term Loan | Non-Affiliated Issuer2026-03-310001944831Cvausa Management, LLC | Revolver | Non-Affiliated Issuer2026-03-310001944831Cvausa Management, LLC | Delayed Draw Term Loan | Non-Affiliated Issuer2026-03-310001944831Dentive Capital, LLC | Term Loan | Non-Affiliated Issuer2026-03-310001944831Dentive Capital, LLC | Revolver | Non-Affiliated Issuer2026-03-310001944831Dentive Capital, LLC | Delayed Draw Term Loan 1 | Non-Affiliated Issuer2026-03-310001944831Dentive Capital, LLC | Delayed Draw Term Loan 2 | Non-Affiliated Issuer2026-03-310001944831Dermcare Holdings, LLC | Term Loan | Non-Affiliated Issuer2026-03-310001944831Dermcare Management, LLC | Delayed Draw Term Loan 1 | Non-Affiliated Issuer2026-03-310001944831Dermcare Management, LLC | Delayed Draw Term Loan 2 | Non-Affiliated Issuer2026-03-310001944831GMLx Buyer LLC | Revolver | Non-Affiliated Issuer2026-03-310001944831GMLx Buyer LLC | Delayed Draw Term Loan | Non-Affiliated Issuer2026-03-310001944831LCM SDC Holdings, LLC | Term Loan 1 | Non-Affiliated Issuer2026-03-310001944831LCM SDC Holdings, LLC | Term Loan 2 | Non-Affiliated Issuer2026-03-310001944831LCM SDC Holdings, LLC | Term Loan 3 | Non-Affiliated Issuer2026-03-310001944831LCM SDC Holdings, LLC | Term Loan 4 | Non-Affiliated Issuer2026-03-310001944831LCM SDC Holdings, LLC | Term Loan 5 | Non-Affiliated Issuer2026-03-310001944831LCM SDC Holdings, LLC | Term Loan 6 | Non-Affiliated Issuer2026-03-310001944831LCM SDC Holdings, LLC | Term Loan 7 | Non-Affiliated Issuer2026-03-310001944831LCM SDC Holdings, LLC | Delayed Draw Term Loan | Non-Affiliated Issuer2026-03-310001944831OPCO Borrower, LLC | Term Loan 1 | Non-Affiliated Issuer2026-03-310001944831OPCO Borrower, LLC | Term Loan 2 | Non-Affiliated Issuer2026-03-310001944831Regent Surgical Health, LLC | Revolver | Non-Affiliated Issuer2026-03-310001944831Regent Surgical Health, LLC | Delayed Draw Term Loan | Non-Affiliated Issuer2026-03-310001944831Salt Dental Collective, LLC | Term Loan 1 | Non-Affiliated Issuer2026-03-310001944831Salt Dental Collective, LLC | Term Loan 2 | Non-Affiliated Issuer2026-03-310001944831Salt Dental Collective, LLC | Term Loan 3 | Non-Affiliated Issuer2026-03-310001944831Salt Dental Collective, LLC | Term Loan 4 | Non-Affiliated Issuer2026-03-310001944831Salt Dental Collective, LLC | Term Loan 5 | Non-Affiliated Issuer2026-03-310001944831Salt Dental Collective, LLC | Term Loan 6 | Non-Affiliated Issuer2026-03-310001944831Salt Dental Collective, LLC | Term Loan 7 | Non-Affiliated Issuer2026-03-310001944831Salt Dental Collective, LLC | Term Loan 8 | Non-Affiliated Issuer2026-03-310001944831Salt Dental Collective, LLC | Revolver | Non-Affiliated Issuer2026-03-310001944831Salt Dental Collective, LLC | Delayed Draw Term Loan 1 | Non-Affiliated Issuer2026-03-310001944831Salt Dental Collective, LLC | Delayed Draw Term Loan 2 | Non-Affiliated Issuer2026-03-310001944831Together Womens Health, LLC | Term Loan | Non-Affiliated Issuer2026-03-310001944831Together Womens Health, LLC | Revolver | Non-Affiliated Issuer2026-03-310001944831Together Womens Health, LLC | Delayed Draw Term Loan | Non-Affiliated Issuer2026-03-310001944831UEW Acquisition, LLC | Term Loan | Non-Affiliated Issuer2026-03-310001944831us-gaap:InvestmentUnaffiliatedIssuerMemberus-gaap:HealthcareSectorMember2026-03-310001944831AG Bells, LLC | Term Loan | Non-Affiliated Issuer2026-03-310001944831AG Bells, LLC | Revolver | Non-Affiliated Issuer2026-03-310001944831Ampler QSR Holdings, LLC | Term Loan | Non-Affiliated Issuer2026-03-310001944831Ampler QSR Holdings, LLC | Revolver | Non-Affiliated Issuer2026-03-310001944831Stonebridge Companies, LLC | Term Loan | Non-Affiliated Issuer2026-03-310001944831Stonebridge Companies, LLC | Revolver | Non-Affiliated Issuer2026-03-310001944831Stonebridge Companies, LLC | Delayed Draw Term Loan | Non-Affiliated Issuer2026-03-310001944831us-gaap:InvestmentUnaffiliatedIssuerMemberwt:HotelsRestaurantsAndLeisureMember2026-03-310001944831HIG Operations Holdings, Inc. | Term Loan | Non-Affiliated Issuer2026-03-310001944831High Street Buyer, Inc. | Delayed Draw Term Loan | Non-Affiliated Issuer2026-03-310001944831World Insurance Associates, LLC | Term Loan | Non-Affiliated Issuer2026-03-310001944831World Insurance Associates, LLC | Revolver | Non-Affiliated Issuer2026-03-310001944831us-gaap:InvestmentUnaffiliatedIssuerMemberus-gaap:InsuranceSectorMember2026-03-310001944831Dukes Root Control Inc. | Term Loan 1 | Non-Affiliated Issuer2026-03-310001944831Dukes Root Control Inc. | Term Loan 2 | Non-Affiliated Issuer2026-03-310001944831Dukes Root Control Inc. | Revolver | Non-Affiliated Issuer2026-03-310001944831Dukes Root Control Inc. | Delayed Draw Term Loan | Non-Affiliated Issuer2026-03-310001944831us-gaap:InvestmentUnaffiliatedIssuerMemberwt:MultiUtilitiesMember2026-03-310001944831RKD Group, LLC | Term Loan | Non-Affiliated Issuer2026-03-310001944831RKD Group, LLC | Revolver | Non-Affiliated Issuer2026-03-310001944831RKD Group, LLC | Delayed Draw Term Loan | Non-Affiliated Issuer2026-03-310001944831Royal Holdco Corporation | Term Loan | Non-Affiliated Issuer2026-03-310001944831Royal Holdco Corporation | Revolver | Non-Affiliated Issuer2026-03-310001944831Royal Holdco Corporation | Delayed Draw Term Loan | Non-Affiliated Issuer2026-03-310001944831Secretariat Advisors, LLC | Term Loan | Non-Affiliated Issuer2026-03-310001944831Secretariat Advisors, LLC | Delayed Draw Term Loan | Non-Affiliated Issuer2026-03-310001944831VRC Companies, LLC | Term Loan 1 | Non-Affiliated Issuer2026-03-310001944831VRC Companies, LLC | Term Loan 2 | Non-Affiliated Issuer2026-03-310001944831VRC Companies, LLC | Revolver | Non-Affiliated Issuer2026-03-310001944831VRC Companies, LLC | Term Loan 3 | Non-Affiliated Issuer2026-03-310001944831VRC Companies, LLC | Delayed Draw Term Loan 1 | Non-Affiliated Issuer2026-03-310001944831VRC Companies, LLC | Delayed Draw Term Loan 2 | Non-Affiliated Issuer2026-03-310001944831us-gaap:InvestmentUnaffiliatedIssuerMemberwt:ProfessionalServicesMember2026-03-310001944831ACP Avenu Buyer, LLC | Term Loan 1 | Non-Affiliated Issuer2026-03-310001944831ACP Avenu Buyer, LLC | Term Loan 2 | Non-Affiliated Issuer2026-03-310001944831ACP Avenu Buyer, LLC | Revolver | Non-Affiliated Issuer2026-03-310001944831ACP Avenu Buyer, LLC | Delayed Draw Term Loan | Non-Affiliated Issuer2026-03-310001944831Durare Bidco LLC | Delayed Draw Term Loan | Non-Affiliated Issuer2026-03-310001944831Durare Bidco LLC | Term Loan | Non-Affiliated Issuer2026-03-310001944831Durare Bidco LLC | Revolver | Non-Affiliated Issuer2026-03-310001944831Flexera Software LLC | Term Loan 1 | Non-Affiliated Issuer2026-03-310001944831Flexera Software LLC | Term Loan 2 | Non-Affiliated Issuer2026-03-310001944831Flexera Software LLC | Revolver | Non-Affiliated Issuer2026-03-310001944831Superjet Buyer, LLC | Term Loan 1 | Non-Affiliated Issuer2026-03-310001944831Superjet Buyer, LLC | Term Loan 2 | Non-Affiliated Issuer2026-03-310001944831Superjet Buyer, LLC | Delayed Draw Term Loan | Non-Affiliated Issuer2026-03-310001944831us-gaap:InvestmentUnaffiliatedIssuerMemberwt:SoftwareMember2026-03-310001944831Amylu Borrower Sub, LLC | Term Loan | Non-Affiliated Issuer2026-03-310001944831Amylu Borrower Sub, LLC | Revolver | Non-Affiliated Issuer2026-03-310001944831Amylu Borrower Sub, LLC | Delayed Draw Term Loan | Non-Affiliated Issuer2026-03-310001944831Lash Opco, LLC | Term Loan | Non-Affiliated Issuer2026-03-310001944831Orthofeet, Inc | Term Loan | Non-Affiliated Issuer2026-03-310001944831Orthofeet, Inc | Revolver | Non-Affiliated Issuer2026-03-310001944831us-gaap:InvestmentUnaffiliatedIssuerMemberwt:SpecialtyRetailMember2026-03-310001944831us-gaap:InvestmentUnaffiliatedIssuerMember2026-03-310001944831wt:NonqualifyingAssetMember2026-03-310001944831Neptune Platform Buyer, LLC | Term Loan 1 | Non-Affiliated Issuer2025-12-310001944831Neptune Platform Buyer, LLC | Term Loan 2 | Non-Affiliated Issuer2025-12-310001944831Neptune Platform Buyer, LLC | Delayed Draw Term Loan 1 | Non-Affiliated Issuer2025-12-310001944831Neptune Platform Buyer, LLC | Delayed Draw Term Loan 2 | Non-Affiliated Issuer2025-12-310001944831Neptune Platform Buyer, LLC | Delayed Draw Term Loan 3 | Non-Affiliated Issuer2025-12-310001944831Stellant Midco, LLC | Term Loan | Non-Affiliated Issuer2025-12-310001944831SV-AERO Holdings, LLC | Term Loan | Non-Affiliated Issuer2025-12-310001944831SV-AERO Holdings, LLC | Delayed Draw Term Loan | Non-Affiliated Issuer2025-12-310001944831Systems Planning And Analysis, Inc. | Term Loan | Non-Affiliated Issuer2025-12-310001944831Systems Planning And Analysis, Inc. | Revolver | Non-Affiliated Issuer2025-12-310001944831Systems Planning And Analysis, Inc. | Delayed Draw Term Loan 1 | Non-Affiliated Issuer2025-12-310001944831Systems Planning And Analysis, Inc. | Delayed Draw Term Loan 2 | Non-Affiliated Issuer2025-12-310001944831Systems Planning And Analysis, Inc. | Delayed Draw Term Loan 3 | Non-Affiliated Issuer2025-12-310001944831us-gaap:InvestmentUnaffiliatedIssuerMemberwt:AerospaceAndDefenseMember2025-12-310001944831Ambient Enterprises Holdco, LLC | Term Loan 1 | Non-Affiliated Issuer2025-12-310001944831Ambient Enterprises Holdco, LLC | Term Loan 2 | Non-Affiliated Issuer2025-12-310001944831Ambient Enterprises Holdco, LLC | Term Loan 3 | Non-Affiliated Issuer2025-12-310001944831Ambient Enterprises Holdco, LLC | Revolver | Non-Affiliated Issuer2025-12-310001944831Ambient Enterprises Holdco, LLC | Delayed Draw Term Loan 1 | Non-Affiliated Issuer2025-12-310001944831Ambient Enterprises Holdco, LLC | Delayed Draw Term Loan 2 | Non-Affiliated Issuer2025-12-310001944831Ambient Enterprises Holdco, LLC | Delayed Draw Term Loan 3 | Non-Affiliated Issuer2025-12-310001944831Ambient Enterprises Holdco, LLC | Delayed Draw Term Loan 4 | Non-Affiliated Issuer2025-12-310001944831American Combustion Industries, LLC | Term Loan | Non-Affiliated Issuer2025-12-310001944831American Combustion Industries, LLC | Revolver | Non-Affiliated Issuer2025-12-310001944831American Combustion Industries, LLC | Delayed Draw Term Loan 1 | Non-Affiliated Issuer2025-12-310001944831American Combustion Industries, LLC | Delayed Draw Term Loan 2 | Non-Affiliated Issuer2025-12-310001944831Cards Live Oak Holdings INC | Term Loan | Non-Affiliated Issuer2025-12-310001944831Cards Live Oak Holdings INC | Revolver | Non-Affiliated Issuer2025-12-310001944831Cards Live Oak Holdings INC | Delayed Draw Term Loan | Non-Affiliated Issuer2025-12-310001944831ESCP DTFS Inc. | Term Loan | Non-Affiliated Issuer2025-12-310001944831KAMC Holdings, Inc. | Term Loan | Non-Affiliated Issuer2025-12-310001944831KAMC Holdings, Inc. | Revolver | Non-Affiliated Issuer2025-12-310001944831NWP Acquisition Holdings, LLC | Term Loan | Non-Affiliated Issuer2025-12-310001944831NWP Acquisition Holdings, LLC | Revolver | Non-Affiliated Issuer2025-12-310001944831NWP Acquisition Holdings, LLC | Delayed Draw Term Loan | Non-Affiliated Issuer2025-12-310001944831TCF III Owl Buyer, LLC | Term Loan | Non-Affiliated Issuer2025-12-310001944831TCF III Owl Buyer, LLC | Delayed Draw Term Loan | Non-Affiliated Issuer2025-12-310001944831WRM Wastewater Merger Sub, Inc. | Term Loan | Non-Affiliated Issuer2025-12-310001944831WRM Wastewater Merger Sub, Inc. | Delayed Draw Term Loan | Non-Affiliated Issuer2025-12-310001944831us-gaap:InvestmentUnaffiliatedIssuerMemberwt:CommercialServicesAndSuppliersMember2025-12-310001944831Elessent Clean Technologies Inc. | Term Loan | Non-Affiliated Issuer2025-12-310001944831Elessent Clean Technologies Inc. | Revolver | Non-Affiliated Issuer2025-12-310001944831Legacy Precast Buyer | Term Loan | Non-Affiliated Issuer2025-12-310001944831Legacy Precast Buyer | Revolver | Non-Affiliated Issuer2025-12-310001944831Legacy Precast Buyer | Delayed Draw Term Loan | Non-Affiliated Issuer2025-12-310001944831us-gaap:InvestmentUnaffiliatedIssuerMemberwt:ConstructionAndEngineeringMember2025-12-310001944831Apex Service Partners, LLC | Term Loan 1 | Non-Affiliated Issuer2025-12-310001944831Apex Service Partners, LLC | Term Loan 2 | Non-Affiliated Issuer2025-12-310001944831Apex Service Partners, LLC | Revolver | Non-Affiliated Issuer2025-12-310001944831Apex Service Partners, LLC | Delayed Draw Term Loan 1 | Non-Affiliated Issuer2025-12-310001944831Apex Service Partners, LLC | Delayed Draw Term Loan 2 | Non-Affiliated Issuer2025-12-310001944831Apex Service Partners, LLC | Delayed Draw Term Loan 3 | Non-Affiliated Issuer2025-12-310001944831Del-Air Heating, Air Conditioning & Refrigeration, LLC | Term Loan | Non-Affiliated Issuer2025-12-310001944831Del-Air Heating, Air Conditioning & Refrigeration, LLC | Revolver | Non-Affiliated Issuer2025-12-310001944831Del-Air Heating, Air Conditioning & Refrigeration, LLC | Delayed Draw Term Loan | Non-Affiliated Issuer2025-12-310001944831IFH Franchisee Holdings, LLC | Term Loan | Non-Affiliated Issuer2025-12-310001944831IFH Franchisee Holdings, LLC | Delayed Draw Term Loan | Non-Affiliated Issuer2025-12-310001944831Sandlot Baseball BorrowerCo, LLC | Revolver | Non-Affiliated Issuer2025-12-310001944831Sandlot Baseball BorrowerCo, LLC | Delayed Draw Term Loan | Non-Affiliated Issuer2025-12-310001944831us-gaap:InvestmentUnaffiliatedIssuerMemberwt:DiversifiedConsumerServicesMember2025-12-310001944831Offen, Inc. | Term Loan | Non-Affiliated Issuer2025-12-310001944831Offen, Inc. | Revolver | Non-Affiliated Issuer2025-12-310001944831us-gaap:InvestmentUnaffiliatedIssuerMemberwt:EnergyEquipmentServicesMember2025-12-310001944831Amerspirit FL, LLC | Term Loan | Non-Affiliated Issuer2025-12-310001944831Amerspirit FL, LLC | Delayed Draw Term Loan 1 | Non-Affiliated Issuer2025-12-310001944831Amerspirit FL, LLC | Delayed Draw Term Loan 2 | Non-Affiliated 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Corporation | Revolver | Non-Affiliated Issuer2025-12-310001944831Wealth Enhancement Group, LLC | Delayed Draw Term Loan 1 | Non-Affiliated Issuer2025-12-310001944831Wealth Enhancement Group, LLC | Delayed Draw Term Loan 2 | Non-Affiliated Issuer2025-12-310001944831Wealth Enhancement Group, LLC | Delayed Draw Term Loan 3 | Non-Affiliated Issuer2025-12-310001944831us-gaap:InvestmentUnaffiliatedIssuerMemberus-gaap:FinancialServicesSectorMember2025-12-310001944831HLSG Intermediate, LLC | Term Loan 1 | Non-Affiliated Issuer2025-12-310001944831HLSG Intermediate, LLC | Term Loan 2 | Non-Affiliated Issuer2025-12-310001944831HLSG Intermediate, LLC | Term Loan 3 | Non-Affiliated Issuer2025-12-310001944831HLSG Intermediate, LLC | Revolver | Non-Affiliated Issuer2025-12-310001944831HLSG Intermediate, LLC | Delayed Draw Term Loan 1 | Non-Affiliated Issuer2025-12-310001944831HLSG Intermediate, LLC | Delayed Draw Term Loan 2 | Non-Affiliated Issuer2025-12-310001944831HLSG Intermediate, LLC | Delayed 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Revolver2025-12-310001944831Secretariat Advisors, LLC | Delayed Draw Term Loan2025-12-310001944831Stonebridge Companies, LLC | Delayed Draw Term Loan2025-12-310001944831Stonebridge Companies, LLC | Revolver2025-12-310001944831Superjet Buyer, LLC | Delayed Draw Term Loan2025-12-310001944831SV-AERO Holdings, LLC | Delayed Draw Term Loan2025-12-310001944831Systems Planning And Analysis, Inc. | Delayed Draw Term Loan2025-12-310001944831Systems Planning And Analysis, Inc. | Revolver2025-12-310001944831Together Womens Health, LLC | Delayed Draw Term Loan2025-12-310001944831Together Womens Health, LLC | Revolver2025-12-310001944831VRC Companies, LLC | Revolver2025-12-310001944831World Insurance Associates, LLC | Revolver2025-12-310001944831WRM Wastewater Merger Sub, Inc. | Delayed Draw Term 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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
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| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2026
OR
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| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 814-01698
Willow Tree Capital Corporation
(Exact name of registrant as specified in its charter)
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Maryland | | 93-2706372 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
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450 Park Avenue, 29th Floor, New York, NY | | 10022 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (212) 218-1090
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| N/A | | N/A | | N/A |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | |
| Large accelerated filer | o | Accelerated filer | o |
| Non-accelerated filer | x | Smaller reporting company | o |
| | Emerging growth company | x |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of May 13, 2026, the registrant had 26,654,360 shares of common stock, $0.01 par value per share, outstanding.
TABLE OF CONTENTS
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| Consolidated Statements of Operations for the three months ended March 31, 2026 (unaudited) and March 31, 2025 (unaudited) | |
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| Consolidated Statement of Cash Flows for the three months ended March 31, 2026 (unaudited) and March 31, 2025 (unaudited) | |
| Consolidated Schedule of Investments as of March 31, 2026 (unaudited) and December 31, 2025 | |
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements regarding the plans and objectives of management for future operations. Any such forward-looking statements may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “target,” “goals,” “plan,” “forecast,” “project,” other variations on these words or comparable terminology, or the negative of these words. These forward-looking statements are based on assumptions that may be incorrect, and we cannot assure you that the projections included in these forward-looking statements will come to pass. Our actual results could differ materially from those expressed or implied by the forward-looking statements as a result of various factors, including the factors discussed in Item 1A entitled “Risk Factors” in Part I in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, Item 1A entitled “Risk Factors” in Part II of this Quarterly Report on Form 10-Q and elsewhere in this Quarterly Report on Form 10-Q.
The following factors are among those that may cause actual results to differ materially from our forward-looking statements:
•Our future operating results;
•Our business prospects and prospects of our portfolio companies;
•The ability of our portfolio companies to achieve their objectives;
•Changes in political, economic, or industry conditions, the interest rate environment, imposition of tariffs, the risk of future government shutdowns or conditions affecting the financial and capital markets;
•Our contractual arrangements and relationships with third parties;
•Volatility of leveraged loan markets;
•The adequacy of our financing sources and working capital;
•Risk of borrower default;
•Interest rate volatility could adversely affect our results, particularly because we intend to use leverage as part of our investment strategy;
•Actual and potential conflicts of interest with Willow Tree Capital Corp Advisors LLC (the "Adviser") and its affiliates;
•Our ability to make distributions;
•Changes to the fair value of our investments;
•Geo-political conditions, including revolution, insurgency or war including those arising out of the ongoing war between Russia and Ukraine, the conflicts in the Middle East, the ongoing turmoil in Europe and South America, and general uncertainty surrounding the financial and political stability of the United States, the United Kingdom, the European Union and China;
•The impact of increased competition among other entities and our affiliates for investment opportunities;
•Competition with other entities and our affiliates for investment opportunities;
•The ability of our Adviser to locate suitable investments for us and to monitor and administer our investments;
•The ability of our Adviser to attract and retain highly talented professionals;
•Risks related to the uncertainty of the value of our portfolio investments, particularly those having no liquid trading market;
•Our ability to qualify for and maintain tax treatment as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and as a business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act");
•The impact of information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks, and the increasing use of artificial intelligence and machine learning technology; and
•Future changes in laws or regulations and conditions in our operating areas.
Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. We have based the forward-looking statements included in this Quarterly Report on Form 10-Q on information available to us on the date of this Quarterly Report on Form 10-Q, and we assume no obligation to update any such forward-looking statements, unless we are required to do so by applicable law. However, you are advised to consult any additional disclosures that we may make directly to you or through reports that we may file in the future with the Securities and Exchange Commission (the “SEC”), including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
Part I. Financial Information
Item 1. Financial Statements
WILLOW TREE CAPITAL CORPORATION
Consolidated Statement of Assets and Liabilities
(in thousands, except share and per share amounts)
| | | | | | | | |
| As of March 31, | As of December 31, |
| 2026 | 2025 |
| Assets | (unaudited) | |
| Investments, at fair value: | | |
Non-controlled, non-affiliated investments (cost of $893,237 and $876,688 at March 31, 2026 and December 31, 2025, respectively) | $ | 899,048 | | $ | 884,414 | |
| Cash | 27,078 | | 27,591 | |
| Deferred financing costs | 6,029 | | 6,496 | |
Interest, dividends and fee receivable | 4,805 | | 5,363 | |
| Receivable for investments sold | 3 | | 17,953 | |
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Prepaid expenses and other assets | 61 | | 85 | |
| Total assets | $ | 937,024 | | $ | 941,902 | |
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| Liabilities | | |
| Borrowings | $ | 491,580 | | $ | 531,190 | |
| Distribution payable | 9,810 | | 9,242 | |
| Interest payable | 7,317 | | 7,831 | |
| Investment income incentive fees payable | 1,902 | | 1,616 | |
| Management fees payable | 1,195 | | 1,044 | |
| Accrued capital gains incentive fees | 726 | | 969 | |
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| Accrued expenses and other liabilities | 3,415 | | 2,366 | |
| Total liabilities | $ | 515,945 | | $ | 554,258 | |
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| Commitments and contingencies (see Note 7) | | |
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| Net Assets | | |
Common stock, $0.01 par value, 200,000,000 shares authorized, 26,235,272 and 24,058,078 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively | $ | 262 | | $ | 241 | |
Additional paid in capital | 416,637 | | 381,471 | |
| Distributable earnings (loss) | 4,180 | | 5,932 | |
| Total net assets | $ | 421,079 | | $ | 387,644 | |
| Total liabilities and net assets | $ | 937,024 | | $ | 941,902 | |
| Net asset value per share | $ | 16.05 | | $ | 16.11 | |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
WILLOW TREE CAPITAL CORPORATION
Consolidated Statement of Operations (Unaudited)
(in thousands, except share and per share amounts)
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| For the three months ended March 31, |
| 2026 | 2025 |
| Investment income: | | |
| From non-controlled, non-affiliated investments: | | |
| Interest income | $ | 20,514 | | $ | 14,449 | |
| PIK interest income | 1,287 | | — | |
| Other income | 16 | | 184 | |
| Total investment income from non-controlled, non-affiliated investments | 21,817 | | 14,633 | |
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| Total investment income | 21,817 | | 14,633 | |
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| Expenses: | | |
| Interest and borrowing expenses | 8,006 | | 6,337 | |
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| Investment income incentive fees | 1,390 | | 805 | |
| Management fees | 1,195 | | 726 | |
| Professional fees | 557 | | 556 | |
| Administration fees | 187 | | 124 | |
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Capital gains incentive fees (1) | (243) | | — | |
| Other general and administrative expenses | 754 | | 448 |
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| Total expenses | 11,846 | | 8,996 | |
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| Net investment income | 9,971 | | 5,637 | |
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| Net change in unrealized appreciation (depreciation): | | |
| Non-controlled, non-affiliated investments | (1,793) | | 1,854 | |
| Foreign currency translation | (121) | | — | |
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| Net change in unrealized appreciation (depreciation) | (1,914) | | 1,854 | |
Net realized and unrealized gain (loss) | (1,914) | | 1,854 | |
| Net increase (decrease) in net assets resulting from operations | $ | 8,057 | | $ | 7,491 | |
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| Per share information - basic and diluted | | |
| Net investment income (loss) per share | $ | 0.41 | | $ | 0.37 | |
| Net increase (decrease) in net assets resulting from operations per share | $ | 0.34 | | $ | 0.50 | |
| Weighted average shares of common stock outstanding | 24,546,696 | | 15,077,388 | |
(1) Capital gains incentive fees displayed above represents the reversal of previously accrued capital gains incentive fees which is based on a hypothetical liquidation basis in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for the three month period ended March 31, 2026 (see Note 3).
The accompanying notes are an integral part of these unaudited consolidated financial statements.
WILLOW TREE CAPITAL CORPORATION
Consolidated Statement of Changes in Net Assets (Unaudited)
(in thousands, except share and per share amounts )
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| For the three months ended March 31, |
| 2026 | 2025 |
| Net increase (decrease) in net assets resulting from operations: | | |
| Net investment income (loss) | $ | 9,971 | | $ | 5,637 | |
| Net realized and unrealized gain (loss) | (1,914) | | 1,854 | |
| Net increase (decrease) in net assets resulting from operations | 8,057 | | 7,491 | |
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| Capital share transactions: | | |
| Issuance of common stock | 27,500 | | 50,000 | |
| Issuance of common stock from dividend reinvestment plan | 7,688 | | — | |
| Distributions to common shareholders | (9,810) | | — | |
| Net increase (decrease) from capital share transactions | 25,378 | | 50,000 | |
| Total increase (decrease) in net assets | 33,435 | | 57,491 | |
| Net assets, beginning of period | 387,644 | | 235,490 | |
| Net assets, end of period | $ | 421,079 | | $ | 292,981 | |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
WILLOW TREE CAPITAL CORPORATION
Consolidated Statement of Cash Flows (Unaudited)
(in thousands)
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| For the three months ended March 31, |
| 2026 | 2025 |
| Cash flows from operating activities: | | |
| Net increase (decrease) in net assets resulting from operations | $ | 8,057 | | $ | 7,491 | |
| Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities: | | |
| Net change in unrealized (appreciation) depreciation on investments | 1,793 | | (1,854) | |
| Net change in unrealized (appreciation) depreciation on foreign currency translations | 121 | | — | |
| Purchases of investment securities | (34,956) | | (155,996) | |
| Proceeds from sales and principal repayments of investment securities | 20,628 | | 11,961 | |
| Interest and fee income paid in kind | (1,287) | | (687) | |
| Net amortization of investment discounts and premiums | (933) | | (356) | |
| Amortization of deferred financing costs | 467 | | 391 | |
| Changes in operating assets and liabilities: | | |
| Interest, dividends and fee receivable | 558 | | (896) | |
| Receivable for investments sold | 17,950 | | (490) | |
| Prepaid expenses and other assets | 24 | | 117 | |
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| Interest payable | (514) | | 2,587 | |
| Investment income incentive fees payable | 286 | | 805 | |
| Management fees payable | 151 | | 378 | |
| Accrued capital gains incentive fees | (243) | | — | |
| Payable for investments purchased | — | | (12,881) | |
| Accrued expenses and other liabilities | 1,049 | | 311 | |
| Net cash provided by (used in) operating activities | $ | 13,151 | | $ | (149,119) | |
| | |
| Cash flows from financing activities: | | |
| Proceeds from issuance of common stock | 27,500 | | 50,000 | |
| Proceeds from borrowing | 38,430 | | 223,320 | |
| Repayments of borrowing | (78,040) | | (101,222) | |
| Distributions paid in cash | (1,554) | | — | |
| Deferred financing costs paid | — | | (2,040) | |
| Repayments of purchase agreements | — | | (11,641) | |
| Net cash provided by (used in) financing activities | $ | (13,664) | | $ | 158,417 | |
| Net increase (decrease) in cash | $ | (513) | | $ | 9,298 | |
| Cash, beginning of period | 27,591 | | 8,107 | |
| Cash, end of period | $ | 27,078 | | $ | 17,405 | |
| | |
| Supplemental Disclosure of Cash Flow Information | | |
| Cash paid during the period for taxes | $ | 37 | | $ | — | |
| Cash paid during the period for interest | 7,948 | | 3,143 | |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Willow Tree Capital Corporation Consolidated Schedule of Investments as of March 31, 2026 (Unaudited) (in thousands) |
| Investments (1)(7)(8) | Footnotes | Investment Type | Reference Rate and Spread (2) | Interest Rate (2) | Acquisition Date | Maturity Date | Par Amount/Units (1) | Cost (3) | Fair Value | % of Net Assets |
| Private Debt - United States | | | | | | | | | | |
| Private Debt - non-controlled/non-affiliated | | | | | | | | | | |
| Aerospace & Defense | | | | | | | | | | |
| Neptune Platform Buyer, LLC | (4) | Term Loan | SOFR + 4.75% | 8.45% | 11/8/2024 | 1/19/2031 | $ | 8,434 | $ | 8,345 | | $ | 8,387 | | 1.99% |
| Neptune Platform Buyer, LLC | (4) | Term Loan | SOFR + 4.75% | 8.45% | 1/22/2025 | 1/19/2031 | $ | 2,243 | 2,243 | | 2,231 | | 0.53% |
| Neptune Platform Buyer, LLC | (5) | Delayed Draw Term Loan | P + 3.75% | 10.50% | 1/24/2025 | 1/19/2031 | $ | 1,403 | 145 | | 137 | | 0.03% |
| Neptune Platform Buyer, LLC | (5) | Delayed Draw Term Loan | P + 3.75% | 10.50% | 1/24/2025 | 1/19/2031 | $ | 641 | 306 | | 305 | | 0.07% |
| Neptune Platform Buyer, LLC | (5) | Delayed Draw Term Loan | — | 1.00% | 11/8/2024 | 1/19/2031 | $ | 2,350 | (23) | | (13) | | —% |
| Stellant Midco, LLC | (4) | Term Loan | SOFR + 4.50% | 8.27% | 9/15/2025 | 9/16/2030 | $ | 12,460 | 12,456 | | 12,460 | | 2.96% |
| SV-AERO Holdings, LLC | (4) | Term Loan | SOFR + 5.00% | 8.70% | 12/10/2024 | 11/1/2030 | $ | 5,600 | 5,578 | | 5,600 | | 1.33% |
| SV-AERO Holdings, LLC | (5) | Delayed Draw Term Loan | — | 1.00% | 12/10/2024 | 10/30/2026 | $ | 1,261 | — | | — | | —% |
| Systems Planning And Analysis, Inc. | (4) | Term Loan | SOFR + 4.75% | 8.45% | 11/8/2024 | 10/29/2027 | $ | 587 | 586 | | 585 | | 0.14% |
| Systems Planning And Analysis, Inc. | (5) | Revolver | — | 0.50% | 11/8/2024 | 10/29/2027 | $ | 3,128 | (8) | | (13) | | —% |
| Systems Planning And Analysis, Inc. | (4) | Delayed Draw Term Loan | SOFR + 4.75% | 8.45% | 11/8/2024 | 10/29/2027 | $ | 471 | 470 | | 469 | | 0.11% |
| Systems Planning And Analysis, Inc. | (4),(5),(9) | Delayed Draw Term Loan | SOFR + 4.75% | 8.43% | 11/8/2024 | 10/29/2027 | $ | 18,863 | 17,236 | | 17,215 | | 4.09% |
| Systems Planning And Analysis, Inc. | (4) | Delayed Draw Term Loan | SOFR + 4.75% | 8.45% | 10/6/2025 | 10/29/2027 | $ | 6,504 | 6,462 | | 6,477 | | 1.54% |
| | | | | | | | 53,796 | | 53,840 | | 12.79% |
| Commercial Services & Suppliers | | | | | | | | | | |
| Ambient Enterprises Holdco, LLC | (4) | Term Loan | SOFR + 5.25% | 8.95% | 11/8/2024 | 6/28/2030 | $ | 11,633 | 11,536 | | 11,633 | | 2.76% |
| Ambient Enterprises Holdco, LLC | (4) | Term Loan | SOFR + 5.25% | 8.95% | 7/3/2025 | 6/28/2030 | $ | 2,013 | 1,982 | | 2,012 | | 0.48% |
| Ambient Enterprises Holdco, LLC | (4) | Term Loan | SOFR + 5.25% | 8.95% | 10/31/2025 | 6/28/2030 | $ | 1,091 | 1,073 | | 1,091 | | 0.26% |
| Ambient Enterprises Holdco, LLC | (5) | Revolver | — | 0.50% | 11/8/2024 | 12/7/2029 | $ | 685 | (8) | | — | | —% |
| Ambient Enterprises Holdco, LLC | (5) | Delayed Draw Term Loan | SOFR + 5.25% | 8.95% | 11/8/2024 | 6/28/2030 | $ | 2,589 | 1,343 | | 1,382 | | 0.33% |
| Ambient Enterprises Holdco, LLC | (4) | Delayed Draw Term Loan | SOFR + 5.25% | 8.95% | 12/31/2024 | 6/28/2030 | $ | 1,616 | 1,592 | | 1,616 | | 0.38% |
| Ambient Enterprises Holdco, LLC | (5) | Delayed Draw Term Loan | — | 0.75% | 10/31/2025 | 6/28/2030 | $ | 50 | — | | — | | —% |
| Ambient Enterprises Holdco, LLC | (4) | Delayed Draw Term Loan | SOFR + 5.25% | 8.95% | 7/3/2025 | 6/28/2030 | $ | 1,577 | 1,553 | | 1,577 | | 0.37% |
| American Combustion Industries, LLC | (4) | Term Loan | SOFR + 5.25% | 9.02% | 11/8/2024 | 8/31/2028 | $ | 9,191 | 9,092 | | 8,974 | | 2.13% |
| American Combustion Industries, LLC | (5) | Revolver | SOFR + 5.25% | 9.02% | 11/8/2024 | 8/31/2028 | $ | 1,415 | 1,164 | | 1,146 | | 0.27% |
| American Combustion Industries, LLC | (4),(5) | Delayed Draw Term Loan | SOFR + 5.25% | 9.02% | 11/8/2024 | 8/31/2028 | $ | 3,768 | 341 | | 304 | | 0.07% |
| American Combustion Industries, LLC | (4) | Delayed Draw Term Loan | SOFR + 5.25% | 9.02% | 11/8/2024 | 8/31/2028 | $ | 3,159 | 3,126 | | 3,085 | | 0.73% |
| Cards Live Oak Holdings Inc. | (4) | Term Loan | SOFR + 4.75% | 8.45% | 10/20/2025 | 10/21/2032 | $ | 18,669 | 18,496 | | 18,496 | | 4.39% |
| Cards Live Oak Holdings Inc. | (5),(9) | Revolver | P + 3.75% | 9.13% | 10/20/2025 | 10/21/2032 | $ | 50 | 18 | | 18 | | —% |
| Cards Live Oak Holdings Inc. | (5),(9) | Delayed Draw Term Loan | SOFR + 4.75% | 9.04% | 10/20/2025 | 10/21/2032 | $ | 50 | 18 | | 18 | | —% |
| ESCP DTFS Inc. | (4) | Term Loan | SOFR + 5.50% | 9.20% | 11/8/2024 | 9/28/2029 | $ | 32,505 | 32,095 | | 32,535 | | 7.73% |
| KAMC Holdings, Inc. | (4) | Term Loan | SOFR + 5.25% | 8.91% | 8/1/2025 | 8/1/2031 | $ | 17,097 | 16,868 | | 16,411 | | 3.90% |
| KAMC Holdings, Inc. | (5) | Revolver | SOFR + 5.25% | 8.92% | 8/1/2025 | 8/1/2031 | $ | 36 | 9 | | 8 | | —% |
| NWP Acquisition Holdings, LLC | (4) | Term Loan | SOFR + 5.25% | 8.95% | 11/21/2024 | 11/21/2030 | $ | 26,713 | 26,347 | | 27,247 | | 6.47% |
| NWP Acquisition Holdings, LLC | (5) | Revolver | — | 0.50% | 11/21/2024 | 11/21/2030 | $ | 5,050 | (69) | | — | | —% |
| NWP Acquisition Holdings, LLC | (4),(5) | Delayed Draw Term Loan | SOFR + 5.25% | 8.95% | 11/21/2024 | 11/21/2030 | $ | 14,978 | 14,758 | | 15,227 | | 3.62% |
| WRM Wastewater Merger Sub, Inc. | (4) | Term Loan | SOFR + 5.75% | 9.42% | 5/19/2025 | 12/28/2029 | $ | 1,389 | 1,372 | | 1,389 | | 0.33% |
| WRM Wastewater Merger Sub, Inc. | (4),(5) | Delayed Draw Term Loan | SOFR + 5.75% | 9.42% | 5/19/2025 | 12/28/2029 | $ | 4,652 | 162 | | 219 | | 0.05% |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
8
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Willow Tree Capital Corporation Consolidated Schedule of Investments as of March 31, 2026 (Unaudited) (in thousands) |
| Investments (1)(7)(8) | Footnotes | Investment Type | Reference Rate and Spread (2) | Interest Rate (2) | Acquisition Date | Maturity Date | Par Amount/Units (1) | Cost (3) | Fair Value | % of Net Assets |
| Private Debt - United States | | | | | | | | | | |
| Private Debt - non-controlled/non-affiliated | | | | | | | | | | |
| | | | | | | | $ | 142,868 | | $ | 144,388 | | 34.29% |
| Construction & Engineering | | | | | | | | | | |
| Elessent Clean Technologies Inc. | (4) | Term Loan | SOFR + 6.00% | 9.68% | 11/20/2024 | 11/15/2029 | $ | 12,188 | 12,008 | | 12,286 | | 2.92% |
| Elessent Clean Technologies Inc. | (5) | Revolver | — | 0.50% | 11/20/2024 | 11/15/2029 | $ | 1,711 | (25) | | — | | —% |
| Legacy Precast Buyer | (4) | Term Loan | SOFR + 4.75% | 8.42% | 12/16/2025 | 12/16/2032 | $ | 18,150 | 17,976 | | 17,966 | | 4.27% |
| Legacy Precast Buyer | (5) | Revolver | — | 0.38% | 12/16/2025 | 12/16/2032 | $ | 4,727 | (45) | | (48) | | -0.01% |
| Legacy Precast Buyer | (5) | Delayed Draw Term Loan | — | 0.75% | 12/16/2025 | 12/16/2032 | $ | 5,157 | (24) | | (26) | | -0.01% |
| | | | | | | | 29,890 | | 30,178 | | 7.17% |
| Containers and Packaging | | | | | | | | | | |
| Key Container Borrower, LLC | (4) | Term Loan | SOFR + 4.50% | 8.17% | 2/17/2026 | 2/17/2032 | $ | 5,649 | 5,594 | | 5,593 | | 1.33% |
| Key Container Borrower, LLC | (5) | Revolver | — | 0.50% | 2/13/2026 | 2/17/2032 | $ | 50 | — | | (1) | | —% |
| Key Container Borrower, LLC | (5) | Delayed Draw Term Loan | — | — | 2/13/2026 | 2/17/2032 | $ | 50 | — | | — | | —% |
| | | | | | | | 5,594 | | 5,592 | | 1.33% |
| Diversified Consumer Services | | | | | | | | | | |
| Apex Service Partners, LLC | (4) | Term Loan | SOFR + 5.00% | 8.67% | 11/8/2024 | 10/24/2030 | $ | 27,437 | 27,225 | | 27,602 | | 6.56% |
| Apex Service Partners, LLC | (4) | Term Loan | SOFR + 5.00% | 8.67% | 4/29/2025 | 10/24/2030 | $ | 25 | 25 | | 25 | | 0.01% |
| Apex Service Partners, LLC | (5),(9) | Revolver | SOFR + 5.00% | 8.69% | 11/8/2024 | 10/24/2029 | $ | 2,555 | 1,154 | | 1,173 | | 0.28% |
| Apex Service Partners, LLC | (4) | Delayed Draw Term Loan | SOFR + 5.00% | 8.67% | 9/24/2024 | 10/24/2030 | $ | 6,530 | 6,480 | | 6,569 | | 1.56% |
| Apex Service Partners, LLC | (4),(9) | Delayed Draw Term Loan | SOFR +5.00% | 8.68% | 11/8/2024 | 10/24/2030 | $ | 10,304 | 10,264 | | 10,366 | | 2.46% |
| Apex Service Partners, LLC | (9) | Delayed Draw Term Loan | SOFR + 5.00% | 8.67% | 4/29/2025 | 10/24/2030 | $ | 74 | 74 | | 75 | | 0.02% |
| Del-Air Heating, Air Conditioning & Refrigeration, LLC | (4) | Term Loan | SOFR + 5.50% | 9.16% | 2/4/2025 | 2/4/2031 | $ | 11,949 | 11,755 | | 11,518 | | 2.74% |
| Del-Air Heating, Air Conditioning & Refrigeration, LLC | (5),(9) | Revolver | SOFR + 5.50% | 9.17% | 2/12/2025 | 2/4/2031 | $ | 4,260 | 1,919 | | 1,834 | | 0.44% |
| Del-Air Heating, Air Conditioning & Refrigeration, LLC | (4),(5) | Delayed Draw Term Loan | SOFR + 5.50% | 9.17% | 2/4/2025 | 2/4/2031 | $ | 11,287 | 7,055 | | 6,831 | | 1.62% |
| IFH Franchisee Holdings, LLC | (4) | Term Loan | SOFR + 5.50% | 9.16% | 1/10/2025 | 12/20/2029 | $ | 13,715 | 13,559 | | 13,728 | | 3.26% |
| IFH Franchisee Holdings, LLC | (5) | Delayed Draw Term Loan | — | 1.00% | 1/10/2025 | 12/20/2029 | $ | 3,136 | (18) | | 3 | | —% |
| Sandlot Baseball BorrowerCo, LLC | (5) | Revolver | — | 0.50% | 6/2/2025 | 12/27/2028 | $ | 2,253 | — | | — | | —% |
| Sandlot Baseball BorrowerCo, LLC | (4),(5) | Delayed Draw Term Loan | SOFR + 4.75% | 8.45% | 6/2/2025 | 12/27/2028 | $ | 11,971 | 11,002 | | 11,214 | | 2.66% |
| Sandlot Baseball BorrowerCo, LLC | (5) | Delayed Draw Term Loan | — | 1.00% | 3/6/2026 | 12/27/2030 | $ | 50 | — | | 1 | | —% |
| | | | | | | | 90,494 | | 90,939 | | 21.60% |
| Energy Equipment & Services | | | | | | | | | | |
| Offen, Inc. | (4) | Term Loan | SOFR + 5.00% | 8.67% | 7/18/2025 | 7/22/2030 | $ | 41,530 | 41,169 | | 41,065 | | 9.75% |
| Offen, Inc. | (5) | Revolver | SOFR + 5.00% | 8.67% | 7/18/2025 | 7/23/2029 | $ | 3,178 | 1,264 | | 1,255 | | 0.30% |
| | | | | | | | 42,433 | | 42,320 | | 10.05% |
| Entertainment | | | | | | | | | | |
| Amerspirit FL, LLC | | Term Loan | SOFR + 4.75% | 8.45% | 9/26/2025 | 8/15/2030 | $ | 2,135 | 2,107 | | 2,105 | | 0.50% |
| Amerspirit FL, LLC | | Delayed Draw Term Loan | SOFR + 4.75% | 8.45% | 9/26/2025 | 8/15/2030 | $ | 6,365 | 6,280 | | 6,275 | | 1.49% |
| Amerspirit FL, LLC | (5) | Delayed Draw Term Loan | SOFR + 4.75% | 8.45% | 9/26/2025 | 8/15/2030 | $ | 1,237 | 541 | | 540 | | 0.13% |
| | | | | | | | 8,928 | | 8,920 | | 2.12% |
| Financial Services | | | | | | | | | | |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
9
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Willow Tree Capital Corporation Consolidated Schedule of Investments as of March 31, 2026 (Unaudited) (in thousands) |
| Investments (1)(7)(8) | Footnotes | Investment Type | Reference Rate and Spread (2) | Interest Rate (2) | Acquisition Date | Maturity Date | Par Amount/Units (1) | Cost (3) | Fair Value | % of Net Assets |
| Private Debt - United States | | | | | | | | | | |
| Private Debt - non-controlled/non-affiliated | | | | | | | | | | |
| Electronic Merchant Systems, LLC | (4) | Term Loan | SOFR + 4.75% | 8.42% | 11/18/2024 | 8/1/2030 | $ | 9,819 | $ | 9,744 | | $ | 9,917 | | 2.36% |
| Electronic Merchant Systems, LLC | (4) | Term Loan | SOFR + 4.75% | 8.43% | 11/14/2025 | 8/1/2030 | $ | 1,368 | 1,353 | | 1,382 | | 0.33% |
| GC Waves Holdings, Inc. | (4) | Term Loan | SOFR + 4.50% | 8.17% | 12/31/2024 | 10/4/2030 | $ | 3,600 | 3,627 | | 3,636 | | 0.86% |
| GC Waves Holdings, Inc. | (4) | Delayed Draw Term Loan | SOFR + 4.50% | 8.17% | 11/8/2024 | 10/4/2030 | $ | 11,415 | 11,325 | | 11,529 | | 2.74% |
| GC Waves Holdings, Inc. | (4),(5),(9) | Delayed Draw Term Loan | SOFR + 4.50% | 8.17% | 10/6/2025 | 10/4/2030 | $ | 1,150 | 365 | | 382 | | 0.09% |
| Pathstone Family Office, LLC | (4) | Term Loan | SOFR + 4.50% | 8.27% | 11/26/2024 | 5/15/2029 | $ | 553 | 551 | | 558 | | 0.13% |
| Pathstone Family Office, LLC | (4) | Term Loan | SOFR + 4.50% | 8.27% | 11/8/2024 | 5/15/2029 | $ | 15,356 | 15,291 | | 15,508 | | 3.68% |
| Pathstone Family Office, LLC | (5) | Revolver | SOFR + 4.50% | 8.27% | 11/8/2024 | 5/15/2028 | $ | 1,048 | 248 | | 252 | | 0.06% |
| Pathstone Family Office, LLC | (4),(5) | Delayed Draw Term Loan | SOFR + 4.50% | 8.27% | 11/8/2024 | 5/15/2029 | $ | 4,037 | 81 | | 139 | | 0.03% |
| Pathstone Family Office, LLC | | Delayed Draw Term Loan | SOFR + 4.50% | 8.27% | 2/13/2026 | 5/15/2029 | $ | 1,402 | 1,391 | | 1,416 | | 0.34% |
| RPX Corporation | (4) | Term Loan | SOFR + 5.50% | 9.18% | 11/8/2024 | 8/2/2030 | $ | 20,183 | 20,026 | | 20,183 | | 4.79% |
| RPX Corporation | (5) | Revolver | — | 0.50% | 9/30/2025 | 8/2/2030 | $ | 2,601 | (2) | | — | | —% |
| Wealth Enhancement Group, LLC | (4) | Delayed Draw Term Loan | SOFR + 4.25% | 7.91% | 11/8/2024 | 10/2/2028 | $ | 3,697 | 3,697 | | 3,697 | | 0.88% |
| Wealth Enhancement Group, LLC | (4) | Delayed Draw Term Loan | SOFR + 4.25% | 7.91% | 11/8/2024 | 10/2/2028 | $ | 6,875 | 6,875 | | 6,875 | | 1.63% |
| Wealth Enhancement Group, LLC | (4) | Delayed Draw Term Loan | SOFR + 4.25% | 7.91% | 11/8/2024 | 10/2/2028 | $ | 2,760 | 2,760 | | 2,760 | | 0.66% |
| | | | | | | | 77,332 | | 78,234 | | 18.58% |
| Health Care Providers & Services | | | | | | | | | | |
| Beacon Oral Specialists | (5),(9) | Delayed Draw Term Loan | SOFR + 5.50% | 9.94% | 9/12/2025 | 12/14/2026 | $ | 1,171 | 240 | | 239 | | 0.06% |
| Beacon Oral Specialists | (4),(9) | Delayed Draw Term Loan | SOFR + 5.50% | 9.39% | 11/8/2024 | 12/14/2026 | $ | 4,713 | 4,703 | | 4,699 | | 1.12% |
| Bristol Hospice, LLC | (4) | Term Loan | SOFR + 5.00% | 8.67% | 8/26/2025 | 8/26/2032 | $ | 28,897 | 28,632 | | 29,043 | | 6.90% |
| Bristol Hospice, LLC | (5) | Revolver | — | 0.50% | 8/26/2025 | 8/26/2032 | $ | 3,779 | (35) | | — | | —% |
| Cvausa Management, LLC | (4),(9) | Term Loan | SOFR + 5.25% | 8.92% | 1/14/2025 | 5/22/2029 | $ | 14,829 | 14,775 | | 14,829 | | 3.52% |
| Cvausa Management, LLC | (5) | Revolver | — | 0.50% | 1/14/2025 | 5/22/2028 | $ | 1,111 | (4) | | — | | —% |
| Cvausa Management, LLC | (4),(5) | Delayed Draw Term Loan | SOFR + 5.25% | 8.93% | 8/1/2025 | 5/22/2029 | $ | 22,369 | 5,528 | | 6,085 | | 1.45% |
| Dentive Capital, LLC | (4) | Term Loan | SOFR + 7.25% (4.25% PIK) | 10.95% | 11/8/2024 | 12/22/2028 | $ | 4,284 | 4,262 | | 4,151 | | 0.99% |
| Dentive Capital, LLC | (5) | Revolver | SOFR + 7.25% (4.25% PIK) | 10.95% | 11/8/2024 | 5/27/2027 | $ | 52 | 2 | | — | | —% |
| Dentive Capital, LLC | (4) | Delayed Draw Term Loan | SOFR + 7.25% (4.25% PIK) | 10.95% | 11/8/2024 | 12/22/2028 | $ | 233 | 232 | | 226 | | 0.05% |
| Dentive Capital, LLC | (4) | Delayed Draw Term Loan | SOFR + 7.25% (4.25% PIK) | 10.95% | 11/8/2024 | 12/22/2028 | $ | 1,200 | 1,193 | | 1,162 | | 0.28% |
| Dermcare Holdings, LLC | (6) | Term Loan | 17.00% PIK | 17.00% | 11/8/2024 | 10/16/2029 | $ | 721 | 715 | | 738 | | 0.18% |
| Dermcare Management, LLC | (4) | Delayed Draw Term Loan | SOFR + 6.00% | 9.77% | 11/8/2024 | 4/21/2028 | $ | 14,524 | 14,524 | | 14,524 | | 3.45% |
| Dermcare Management, LLC | (4) | Delayed Draw Term Loan | SOFR + 6.00% | 9.77% | 3/31/2025 | 4/21/2028 | $ | 15,701 | 15,488 | | 15,701 | | 3.73% |
| GMLx Buyer LLC | (5) | Revolver | — | 0.50% | 1/2/2026 | 1/2/2032 | $ | 5,549 | (67) | | (69) | | (0.02)% |
| GMLx Buyer LLC | (5) | Delayed Draw Term Loan | — | 1.00% | 1/2/2026 | 1/2/2032 | $ | 13,317 | (77) | | (83) | | (0.02)% |
| LCM SDC Holdings, LLC | (6) | Term Loan | SOFR + 13.25% PIK | 17.02% | 11/8/2024 | 2/15/2029 | $ | 720 | 716 | | 749 | | 0.18% |
| LCM SDC Holdings, LLC | (6) | Term Loan | SOFR + 13.25% PIK | 17.02% | 11/8/2024 | 2/15/2029 | $ | 1,663 | 1,652 | | 1,729 | | 0.41% |
| LCM SDC Holdings, LLC | (6) | Term Loan | SOFR + 13.25% PIK | 17.02% | 11/8/2024 | 2/15/2029 | $ | 10,430 | 10,364 | | 10,847 | | 2.58% |
| LCM SDC Holdings, LLC | (6) | Term Loan | SOFR + 13.25% PIK | 17.02% | 11/8/2024 | 2/15/2029 | $ | 4,624 | 4,595 | | 4,809 | | 1.14% |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
10
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Willow Tree Capital Corporation Consolidated Schedule of Investments as of March 31, 2026 (Unaudited) (in thousands) |
| Investments (1)(7)(8) | Footnotes | Investment Type | Reference Rate and Spread (2) | Interest Rate (2) | Acquisition Date | Maturity Date | Par Amount/Units (1) | Cost (3) | Fair Value | % of Net Assets |
| Private Debt - United States | | | | | | | | | | |
| Private Debt - non-controlled/non-affiliated | | | | | | | | | | |
| LCM SDC Holdings, LLC | (6) | Term Loan | SOFR + 10.00% PIK | 13.77% | 5/30/2025 | 2/15/2029 | $ | 2,770 | $ | 2,711 | | $ | 2,709 | | 0.64% |
| LCM SDC Holdings, LLC | (6) | Term Loan | SOFR + 10.00% PIK | 13.77% | 6/27/2025 | 2/15/2029 | $ | 8,399 | 8,213 | | 8,215 | | 1.95% |
| LCM SDC Holdings, LLC | (6) | Term Loan | SOFR + 10.00% PIK | 13.77% | 10/17/2025 | 2/15/2029 | $ | 5,087 | 4,960 | | 4,975 | | 1.18% |
| LCM SDC Holdings, LLC | (6) | Delayed Draw Term Loan | SOFR + 10.00% PIK | 13.77% | 4/30/2025 | 2/15/2029 | $ | 5,025 | 4,989 | | 4,914 | | 1.17% |
| OPCO Borrower, LLC | (4) | Term Loan | SOFR + 6.25% | 11.21% | 11/8/2024 | 8/19/2027 | $ | 17,662 | 17,584 | | 17,662 | | 4.19% |
| OPCO Borrower, LLC | (4) | Term Loan | SOFR + 6.00% | 9.66% | 6/2/2025 | 4/26/2029 | $ | 11,670 | 11,577 | | 11,670 | | 2.77% |
| Regent Surgical Health, LLC | (5) | Revolver | — | 0.50% | 9/12/2025 | 9/12/2030 | $ | 7,824 | (105) | | (110) | | (0.03)% |
| Regent Surgical Health, LLC | (4),(9) | Delayed Draw Term Loan | SOFR + 5.00% | 8.67% | 9/12/2025 | 9/12/2030 | $ | 17,208 | 16,978 | | 16,968 | | 4.03% |
| Salt Dental Collective, LLC | (4) | Term Loan | SOFR + 6.75% | 10.52% | 11/8/2024 | 2/15/2028 | $ | 6,306 | 6,316 | | 6,306 | | 1.50% |
| Salt Dental Collective, LLC | (4) | Term Loan | SOFR + 6.75% | 10.52% | 11/8/2024 | 2/15/2028 | $ | 3,647 | 3,653 | | 3,647 | | 0.87% |
| Salt Dental Collective, LLC | (4) | Term Loan | SOFR + 6.75% | 10.52% | 11/8/2024 | 2/15/2028 | $ | 1,537 | 1,539 | | 1,537 | | 0.37% |
| Salt Dental Collective, LLC | (4) | Term Loan | SOFR + 6.75% | 10.52% | 11/8/2024 | 2/15/2028 | $ | 1,670 | 1,673 | | 1,670 | | 0.40% |
| Salt Dental Collective, LLC | (4) | Term Loan | SOFR + 6.75% | 10.52% | 11/8/2024 | 2/15/2028 | $ | 7,403 | 7,415 | | 7,403 | | 1.76% |
| Salt Dental Collective, LLC | (4) | Term Loan | SOFR + 6.75% | 10.53% | 11/8/2024 | 2/15/2028 | $ | 3,701 | 3,707 | | 3,701 | | 0.88% |
| Salt Dental Collective, LLC | (4) | Term Loan | SOFR + 6.75% | 10.52% | 11/8/2024 | 2/15/2028 | $ | 3,551 | 3,556 | | 3,551 | | 0.84% |
| Salt Dental Collective, LLC | (4) | Term Loan | SOFR + 6.75% | 10.52% | 10/17/2025 | 2/15/2028 | $ | 1,946 | 1,914 | | 1,946 | | 0.46% |
| Salt Dental Collective, LLC | (5) | Revolver | SOFR + 6.75% | 10.52% | 11/8/2024 | 2/15/2028 | $ | 933 | 857 | | 856 | | 0.20% |
| Salt Dental Collective, LLC | (4) | Delayed Draw Term Loan | SOFR + 6.75% | 10.52% | 11/8/2024 | 2/15/2028 | $ | 7,536 | 7,548 | | 7,535 | | 1.79% |
| Salt Dental Collective, LLC | (4),(5) | Delayed Draw Term Loan | SOFR + 6.75% | 10.52% | 2/5/2026 | 2/15/2028 | $ | 50 | 38 | | 39 | | 0.01% |
| Together Womens Health, LLC | (4) | Term Loan | SOFR + 4.50% | 8.20% | 8/25/2025 | 8/26/2031 | $ | 8,571 | 8,474 | | 8,571 | | 2.04% |
| Together Womens Health, LLC | (5) | Revolver | — | 0.50% | 8/26/2025 | 8/26/2031 | $ | 2,305 | (26) | | — | | —% |
| Together Womens Health, LLC | (5) | Delayed Draw Term Loan | SOFR + 4.50% | 8.20% | 8/26/2025 | 8/26/2031 | $ | 12,610 | 1,631 | | 1,773 | | 0.42% |
| UEW Acquisition, LLC | (4) | Term Loan | SOFR + 5.50% | 9.20% | 8/13/2025 | 8/13/2030 | $ | 12,646 | 12,480 | | 12,597 | | 2.99% |
| | | | | | | | 235,120 | | 237,514 | | 56.41% |
| Hotels, Restaurants & Leisure | | | | | | | | | | |
| AG Bells, LLC | (4) | Term Loan | SOFR + 4.75% | 8.42% | 8/19/2025 | 8/19/2031 | $ | 3,602 | 3,569 | | 3,631 | | 0.86% |
| AG Bells, LLC | (5) | Revolver | — | 0.50% | 8/19/2025 | 8/19/2030 | $ | 1,696 | (15) | | — | | —% |
| Ampler QSR Holdings, LLC | (4) | Term Loan | SOFR + 5.00% | 8.67% | 8/19/2025 | 8/19/2031 | $ | 4,207 | 4,169 | | 4,191 | | 1.00% |
| Ampler QSR Holdings, LLC | (5) | Revolver | — | 5.00% | 8/19/2025 | 8/19/2030 | $ | 2,451 | (22) | | (9) | | —% |
| Stonebridge Companies, LLC | (4) | Term Loan | SOFR + 5.00% | 8.67% | 5/16/2025 | 5/16/2031 | $ | 4,622 | 4,563 | | 4,632 | | 1.10% |
| Stonebridge Companies, LLC | (5) | Revolver | — | 0.50% | 5/16/2025 | 5/16/2030 | $ | 885 | (11) | | — | | —% |
| Stonebridge Companies, LLC | (5) | Delayed Draw Term Loan | — | 1.00% | 5/16/2025 | 5/16/2031 | $ | 1,327 | (9) | | 3 | | —% |
| | | | | | | | 12,244 | | 12,448 | | 2.96% |
| Insurance | | | | | | | | | | |
| HIG Operations Holdings, Inc. | (4) | Term Loan | SOFR + 4.50% | 8.17% | 12/11/2025 | 6/11/2031 | $ | 17,716 | | 17,625 | | 17,716 | | 4.21% |
| High Street Buyer, Inc. | (5) | Delayed Draw Term Loan | SOFR + 4.50% | 8.20% | 7/18/2025 | 4/14/2028 | $ | 18,607 | | 2,784 | | 2,740 | | 0.65% |
| World Insurance Associates, LLC | (4) | Term Loan | SOFR + 5.00% | 8.70% | 2/14/2025 | 4/3/2030 | $ | 44,293 | | 44,293 | | 44,293 | | 10.52% |
| World Insurance Associates, LLC | (5) | Revolver | — | 0.50% | 2/14/2025 | 4/3/2030 | $ | 1,127 | | — | | — | | —% |
| | | | | | | | 64,702 | | 64,749 | | 15.38% |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
11
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Willow Tree Capital Corporation Consolidated Schedule of Investments as of March 31, 2026 (Unaudited) (in thousands) |
| Investments (1)(7)(8) | Footnotes | Investment Type | Reference Rate and Spread (2) | Interest Rate (2) | Acquisition Date | Maturity Date | Par Amount/Units (1) | Cost (3) | Fair Value | % of Net Assets |
| Private Debt - United States | | | | | | | | | | |
| Private Debt - non-controlled/non-affiliated | | | | | | | | | | |
| Multi-Utilities | | | | | | | | | | |
| Dukes Root Control Inc. | (4) | Term Loan | SOFR + 5.50% | 9.32% | 11/8/2024 | 12/7/2029 | $ | 8,511 | $ | 8,494 | | $ | 8,511 | | 2.02% |
| Dukes Root Control Inc. | (4) | Term Loan | SOFR + 5.50% | 9.31% | 7/2/2025 | 12/7/2029 | $ | 2,076 | 2,063 | | 2,076 | | 0.49% |
| Dukes Root Control Inc. | (5) | Revolver | — | 1.00% | 11/8/2024 | 12/7/2029 | $ | 908 | (5) | | — | | —% |
| Dukes Root Control Inc. | (4) | Delayed Draw Term Loan | SOFR + 5.50% | 9.32% | 11/8/2024 | 12/7/2029 | $ | 347 | 346 | | 347 | | 0.08% |
| | | | | | | | 10,898 | | 10,934 | | 2.60% |
| Professional Services | | | | | | | | | | |
| RKD Group, LLC | (4) | Term Loan | SOFR + 5.25% | 8.90% | 5/16/2025 | 5/19/2031 | $ | 3,486 | 3,456 | | 3,438 | | 0.82% |
| RKD Group, LLC | (5) | Revolver | — | 0.50% | 5/19/2025 | 5/19/2031 | $ | 1,805 | (16) | | (25) | | (0.01)% |
| RKD Group, LLC | (5) | Delayed Draw Term Loan | — | 1.00% | 5/19/2025 | 5/19/2031 | $ | 3,233 | (28) | | (44) | | (0.01)% |
| Royal Holdco Corporation | (4) | Term Loan | SOFR + 4.50% | 8.17% | 3/12/2025 | 12/30/2030 | $ | 2,693 | 2,668 | | 2,644 | | 0.63% |
| Royal Holdco Corporation | (5),(9) | Revolver | SOFR + 4.50% | 8.19% | 3/13/2025 | 12/30/2030 | $ | 1,345 | 936 | | 917 | | 0.22% |
| Royal Holdco Corporation | (4),(5),(9) | Delayed Draw Term Loan | SOFR + 4.50% | 8.19% | 3/12/2025 | 12/30/2030 | $ | 6,001 | 2,179 | | 2,120 | | 0.50% |
| Secretariat Advisors, LLC | (4) | Term Loan | SOFR + 4.00% | 7.70% | 2/24/2025 | 2/28/2032 | $ | 4,748 | 4,727 | | 4,694 | | 1.11% |
| Secretariat Advisors, LLC | (5) | Delayed Draw Term Loan | — | 4.00% | 6/28/2025 | 2/28/2032 | $ | 1,081 | — | | (12) | | —% |
| VRC Companies, LLC | (4) | Term Loan | SOFR + 5.50% | 9.19% | 11/8/2024 | 6/29/2027 | $ | 2,909 | 2,905 | | 2,909 | | 0.69% |
| VRC Companies, LLC | (4) | Term Loan | SOFR + 5.25% | 8.92% | 11/8/2024 | 6/29/2027 | $ | 1,873 | 1,866 | | 1,873 | | 0.44% |
| VRC Companies, LLC | (5) | Revolver | — | 0.50% | 11/8/2024 | 6/29/2027 | $ | 100 | — | | — | | —% |
| VRC Companies, LLC | | Term Loan | SOFR + 5.00% | 8.66% | 12/11/2025 | 6/29/2027 | $ | 3,314 | 3,287 | | 3,280 | | 0.78% |
| VRC Companies, LLC | (4) | Delayed Draw Term Loan | SOFR + 5.25% | 8.90% | 11/19/2024 | 6/29/2027 | $ | 20,286 | 20,139 | | 20,286 | | 4.82% |
| VRC Companies, LLC | (4) | Delayed Draw Term Loan | SOFR + 5.50% | 9.19% | 11/8/2024 | 6/29/2027 | $ | 492 | 491 | | 492 | | 0.12% |
| | | | | | | | 42,610 | | 42,572 | | 10.11% |
| Software | | | | | | | | | | |
| ACP Avenu Buyer, LLC | (4) | Term Loan | SOFR + 5.00% | 8.66% | 4/21/2025 | 10/2/2029 | $ | 6,909 | 6,854 | | 6,909 | | 1.64% |
| ACP Avenu Buyer, LLC | (4) | Term Loan | SOFR + 5.00% | 8.66% | 8/1/2025 | 10/2/2029 | $ | 10,150 | 10,058 | | 10,150 | | 2.41% |
| ACP Avenu Buyer, LLC | (5) | Revolver | — | 0.50% | 4/21/2025 | 10/2/2029 | $ | 2,061 | (16) | | — | | —% |
| ACP Avenu Buyer, LLC | (5) | Delayed Draw Term Loan | — | 1.00% | 4/21/2025 | 10/2/2029 | $ | 5,889 | (23) | | — | | —% |
| Durare Bidco LLC | (5) | Delayed Draw Term Loan | — | 1.00% | 8/7/2025 | 8/9/2032 | $ | 50 | — | | (1) | | —% |
| Durare Bidco LLC | (4) | Term Loan | SOFR + 4.75% | 8.41% | 8/7/2025 | 8/9/2032 | $ | 9,042 | 8,959 | | 8,866 | | 2.11% |
| Durare Bidco LLC | (5) | Revolver | — | 0.50% | 8/7/2025 | 8/9/2032 | $ | 50 | — | | (1) | | —% |
| Flexera Software LLC | (4) | Term Loan | SOFR + 4.50% | 8.15% | 8/13/2025 | 8/16/2032 | $ | 12,217 | 12,177 | | 11,991 | | 2.85% |
| Flexera Software LLC | | Term Loan | E + 4.50% | 6.45% | 8/13/2025 | 8/16/2032 | € | 2,976 | 3,458 | | 3,366 | | 0.80% |
| Flexera Software LLC | (5) | Revolver | — | 0.25% | 8/13/2025 | 8/16/2032 | $ | 50 | — | | (1) | | —% |
| Superjet Buyer, LLC | (4) | Term Loan | SOFR + 4.50% | 8.17% | 11/8/2024 | 5/23/2030 | $ | 819 | 815 | | 819 | | 0.19% |
| Superjet Buyer, LLC | (4) | Term Loan | SOFR + 4.50% | 8.17% | 11/8/2024 | 5/23/2030 | $ | 4,955 | 4,929 | | 4,955 | | 1.18% |
| Superjet Buyer, LLC | (4),(5) | Delayed Draw Term Loan | SOFR + 4.50% | 8.17% | 11/8/2024 | 5/23/2030 | $ | 5,146 | 1,026 | | 1,051 | | 0.25% |
| | | | | | | | 48,237 | | 48,104 | | 11.42% |
| Specialty Retail | | | | | | | | | | |
| Amylu Borrower Sub, LLC | (4) | Term Loan | SOFR + 5.00% | 8.67% | 4/29/2025 | 6/10/2031 | $ | 12,477 | 12,368 | | 12,601 | | 2.99% |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
12
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Willow Tree Capital Corporation Consolidated Schedule of Investments as of March 31, 2026 (Unaudited) (in thousands) |
| Investments (1)(7)(8) | Footnotes | Investment Type | Reference Rate and Spread (2) | Interest Rate (2) | Acquisition Date | Maturity Date | Par Amount/Units (1) | Cost (3) | Fair Value | % of Net Assets |
| Private Debt - United States | | | | | | | | | | |
| Private Debt - non-controlled/non-affiliated | | | | | | | | | | |
| Amylu Borrower Sub, LLC | (5) | Revolver | — | 0.50% | 6/10/2025 | 6/10/2031 | $ | 2,508 | $ | (22) | | $ | — | | —% |
| Amylu Borrower Sub, LLC | (5) | Delayed Draw Term Loan | SOFR + 5.00% | 8.67% | 6/10/2025 | 6/10/2031 | $ | 1,997 | 326 | | 364 | | 0.09% |
| Lash Opco, LLC | (4) | Term Loan | SOFR + 7.00% (2.00% PIK) | 8.77% | 11/8/2024 | 9/17/2027 | $ | 2,772 | 2,772 | | 2,647 | | 0.63% |
| Orthofeet, Inc | (4) | Term Loan | SOFR + 5.50% | 9.13% | 11/8/2024 | 7/30/2030 | $ | 12,847 | 12,668 | | 12,719 | | 3.02% |
| Orthofeet, Inc | (5) | Revolver | — | 0.50% | 11/8/2024 | 7/30/2030 | $ | 1,524 | (21) | | (15) | | —% |
| | | | | | | | 28,091 | | 28,316 | | 6.72% |
| | | | | | | | | | |
| Total Private Debt - United States | | | | | | | | $ | 893,237 | | $ | 899,048 | | 213.51% |
| | | | | | | | | | |
| Total Private Debt - non-controlled/non-affiliated | | | | | | | | $ | 893,237 | | $ | 899,048 | | 213.51% |
(1)Unless otherwise indicated, all loan investments held by the Company (which such term “Company” shall include the Company’s consolidated subsidiaries for purposes of this Consolidated Schedule of Investments) are denominated in U.S. dollars. All loan investments are income producing unless otherwise indicated. All loan investments are first lien debt unless otherwise indicated. Certain portfolio company investments are subject to contractual restrictions on sales, such as approval of the agent or borrower. The total par amount is presented for loan investments. Certain of the Company’s loan investments are pledged as collateral under the Company's credit facility.
(2)Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either Secured Overnight Financing Rate ("SOFR"), an alternate base rate (commonly based on the Federal Funds Rate ("F") or the U.S. Prime Rate ("P")), or Euro Interbank Offered Rate ("E"), which generally resets periodically. For each loan investment, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of March 31, 2026.
(3)The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on loan investments using the effective interest method in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
(4)Loan investment is pledged as collateral under the Company's credit facility. A single investment may be divided into parts that are individually pledged as collateral to the Company's credit facility.
(5)Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may be subject to unused commitment fees. Negative cost and fair values are the result of the commitment being valued below par.
(6)Investment is subordinated.
(7)Unless otherwise indicated, investments are valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by the Company's Board of Directors, in accordance with the Company’s valuation policy. See Note 2. Significant Accounting Policies and Note 5. Fair Value Measurements in the Notes to the Consolidated Financial Statements.
(8)Under Section 55(a) of the Investment Company Act, the Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of March 31, 2026, the Company had no non-qualifying assets.
(9)For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at March 31, 2026.
The accompanying notes are an integral part of these unaudited consolidated financial statements.
13
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Willow Tree Capital Corporation Consolidated Schedule of Investments as of December 31, 2025 (in thousands) |
| Investments (1)(7)(8) | Footnotes | Investment Type | Reference Rate and Spread (2) | Interest Rate (2) | Acquisition Date | Maturity Date | Par Amount/Units (1) | Cost (3) | Fair Value | % of Net Assets |
| Private Debt - United States | | | | | | | | | | |
| Private Debt - non-controlled, non-affiliated | | | | | | | | | | |
| Aerospace & Defense | | | | | | | | | | |
| Neptune Platform Buyer, LLC | (4) | Term Loan | SOFR + 4.75% | 8.42% | 11/8/2024 | 1/19/2031 | $ | 8,434 | | $ | 8,342 | | $ | 8,433 | | 2.18% |
| Neptune Platform Buyer, LLC | (4) | Term Loan | SOFR + 4.75% | 8.42% | 1/22/2025 | 1/19/2031 | $ | 2,243 | | 2,243 | | 2,243 | | 0.58% |
| Neptune Platform Buyer, LLC | (5) | Delayed Draw Term Loan | — | 1.00% | 1/24/2025 | 1/19/2031 | $ | 1,403 | | — | | — | | —% |
| Neptune Platform Buyer, LLC | (5) | Delayed Draw Term Loan | — | 1.00% | 1/24/2025 | 1/19/2031 | $ | 641 | | — | | — | | —% |
| Neptune Platform Buyer, LLC | (5) | Delayed Draw Term Loan | — | 1.00% | 11/8/2024 | 1/19/2031 | $ | 2,350 | | (24) | | — | | —% |
| Stellant Midco, LLC | (4) | Term Loan | SOFR + 4.50% | 8.32% | 9/15/2025 | 9/16/2030 | $ | 12,491 | | 12,487 | | 12,491 | | 3.22% |
| SV-AERO Holdings, LLC | (4) | Term Loan | SOFR + 5.00% | 8.67% | 12/10/2024 | 11/1/2030 | $ | 5,636 | | 5,613 | | 5,636 | | 1.45% |
| SV-AERO Holdings, LLC | (5) | Delayed Draw Term Loan | — | 1.00% | 12/10/2024 | 10/30/2026 | $ | 1,261 | | — | | — | | —% |
| Systems Planning And Analysis, Inc. | (4) | Term Loan | SOFR + 4.75% | 8.42% | 11/8/2024 | 10/29/2027 | $ | 589 | | 587 | | 589 | | 0.15% |
| Systems Planning And Analysis, Inc. | (5),(9) | Revolver | SOFR + 4.75% | 10.00% | 11/8/2024 | 10/29/2027 | $ | 3,128 | | 1,149 | | 1,159 | | 0.30% |
| Systems Planning And Analysis, Inc. | (4) | Delayed Draw Term Loan | SOFR + 4.75% | 8.42% | 11/8/2024 | 10/29/2027 | $ | 473 | | 471 | | 473 | | 0.12% |
| Systems Planning And Analysis, Inc. | (4),(5),(9) | Delayed Draw Term Loan | SOFR + 4.75% | 8.44% | 11/8/2024 | 10/29/2027 | $ | 18,870 | | 17,233 | | 17,299 | | 4.46% |
| Systems Planning And Analysis, Inc. | (4),(9) | Delayed Draw Term Loan | SOFR + 4.75% | 8.42% | 10/6/2025 | 10/29/2027 | $ | 6,512 | | 6,463 | | 6,512 | | 1.68% |
| | | | | | | | 54,564 | | 54,835 | | 14.15% |
| Commercial Services & Suppliers | | | | | | | | | | |
| Ambient Enterprises Holdco, LLC | (4) | Term Loan | SOFR + 5.25% | 8.92% | 11/8/2024 | 6/28/2030 | $ | 11,663 | | 11,559 | | 11,750 | | 3.03% |
| Ambient Enterprises Holdco, LLC | (4),(9) | Term Loan | SOFR + 5.25% | 8.92% | 7/3/2025 | 6/28/2030 | $ | 2,522 | | 2,482 | | 2,541 | | 0.66% |
| Ambient Enterprises Holdco, LLC | (4) | Term Loan | SOFR + 5.25% | 8.92% | 10/31/2025 | 6/28/2030 | $ | 1,094 | | 1,075 | | 1,102 | | 0.28% |
| Ambient Enterprises Holdco, LLC | (5) | Revolver | — | 0.50% | 11/8/2024 | 12/7/2029 | $ | 685 | | (8) | | — | | —% |
| Ambient Enterprises Holdco, LLC | (5) | Delayed Draw Term Loan | — | 0.75% | 11/8/2024 | 6/28/2030 | $ | 3,388 | | (24) | | 55 | | 0.01% |
| Ambient Enterprises Holdco, LLC | (4) | Delayed Draw Term Loan | SOFR + 5.25% | 8.92% | 12/31/2024 | 6/28/2030 | $ | 1,620 | | 1,594 | | 1,632 | | 0.42% |
| Ambient Enterprises Holdco, LLC | (5) | Delayed Draw Term Loan | — | 0.75% | 10/31/2025 | 6/28/2030 | $ | 50 | | — | | — | | —% |
| Ambient Enterprises Holdco, LLC | (4) | Delayed Draw Term Loan | SOFR + 5.25% | 8.92% | 7/3/2025 | 6/28/2030 | $ | 281 | | 276 | | 282 | | 0.07% |
| American Combustion Industries, LLC | (4) | Term Loan | SOFR + 5.25% | 9.07% | 11/8/2024 | 8/31/2028 | $ | 9,214 | | 9,106 | | 9,037 | | 2.33% |
| American Combustion Industries, LLC | (5) | Revolver | SOFR + 5.25% | 9.07% | 11/8/2024 | 8/31/2028 | $ | 1,415 | | 1,162 | | 1,152 | | 0.30% |
| American Combustion Industries, LLC | (4),(5) | Delayed Draw Term Loan | SOFR + 5.25% | 9.07% | 11/8/2024 | 8/31/2028 | $ | 3,769 | | 337 | | 321 | | 0.08% |
| American Combustion Industries, LLC | (4) | Delayed Draw Term Loan | SOFR + 5.25% | 9.07% | 11/8/2024 | 8/31/2028 | $ | 3,167 | | 3,130 | | 3,107 | | 0.80% |
| Cards Live Oak Holdings INC | (4) | Term Loan | SOFR + 4.75% | 8.42% | 10/20/2025 | 10/21/2032 | $ | 18,716 | | 18,535 | | 18,529 | | 4.78% |
| Cards Live Oak Holdings INC | (5) | Revolver | P + 3.75 % | 10.50% | 10/20/2025 | 10/21/2032 | $ | 50 | | 16 | | 16 | | —% |
| Cards Live Oak Holdings INC | (5) | Delayed Draw Term Loan | — | 1.00% | 10/20/2025 | 10/21/2032 | $ | 50 | | — | | (1) | | —% |
| ESCP DTFS Inc. | (4) | Term Loan | SOFR + 5.50% | 9.17% | 11/8/2024 | 9/28/2029 | $ | 32,588 | | 32,148 | | 32,473 | | 8.38% |
| KAMC Holdings, Inc. | (4) | Term Loan | SOFR + 5.25% | 9.10% | 8/1/2025 | 8/1/2031 | $ | 17,140 | | 16,900 | | 16,844 | | 4.35% |
| KAMC Holdings, Inc. | (5),(9) | Revolver | SOFR + 5.25% | 9.05% | 8/1/2025 | 8/1/2031 | $ | 36 | | 9 | | 9 | | —% |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
14
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Willow Tree Capital Corporation Consolidated Schedule of Investments as of December 31, 2025 (in thousands) |
| Investments (1)(7)(8) | Footnotes | Investment Type | Reference Rate and Spread (2) | Interest Rate (2) | Acquisition Date | Maturity Date | Par Amount/Units (1) | Cost (3) | Fair Value | % of Net Assets |
| Private Debt - United States | | | | | | | | | | |
| Private Debt - non-controlled, non-affiliated | | | | | | | | | | |
| NWP Acquisition Holdings, LLC | (4) | Term Loan | SOFR + 5.50% | 9.17% | 11/21/2024 | 11/21/2030 | $ | 26,730 | | $ | 26,345 | | $ | 26,997 | | 6.96% |
| NWP Acquisition Holdings, LLC | (5) | Revolver | — | 0.50% | 11/21/2024 | 11/21/2030 | $ | 5,000 | | (72) | | — | | —% |
| NWP Acquisition Holdings, LLC | (4),(5),(9) | Delayed Draw Term Loan | SOFR + 5.50% | 9.29% | 11/21/2024 | 11/21/2030 | $ | 14,955 | | 10,812 | | 11,140 | | 2.87% |
| TCF III Owl Buyer, LLC | (4) | Term Loan | SOFR + 5.50% | 9.34% | 11/8/2024 | 4/19/2026 | $ | 2,814 | | 2,814 | | 2,814 | | 0.73% |
| TCF III Owl Buyer, LLC | (4) | Delayed Draw Term Loan | SOFR + 5.50% | 9.34% | 11/8/2024 | 4/19/2026 | $ | 2,079 | | 2,079 | | 2,079 | | 0.54% |
| WRM Wastewater Merger Sub, Inc. | (4) | Term Loan | SOFR + 5.75% | 9.47% | 5/19/2025 | 12/28/2029 | $ | 1,392 | | 1,374 | | 1,392 | | 0.36% |
| WRM Wastewater Merger Sub, Inc. | (4),(5) | Delayed Draw Term Loan | SOFR + 5.75% | 9.48% | 5/19/2025 | 12/28/2029 | $ | 4,652 | | 159 | | 219 | | 0.06% |
| | | | | | | | 141,808 | | 143,490 | | 37.02% |
| Construction & Engineering | | | | | | | | | | |
| Elessent Clean Technologies Inc. | (4) | Term Loan | SOFR + 6.00% | 9.73% | 11/20/2024 | 11/15/2029 | $ | 12,219 | | 12,027 | | 12,241 | | 3.16% |
| Elessent Clean Technologies Inc. | (5) | Revolver | — | 0.50% | 11/20/2024 | 11/15/2029 | $ | 1,711 | | (27) | | — | | —% |
| Legacy Precast Buyer | (4) | Term Loan | SOFR + 4.75% | 8.46% | 12/16/2025 | 12/16/2032 | $ | 18,150 | | 17,970 | | 17,969 | | 4.64% |
| Legacy Precast Buyer | (5) | Revolver | — | 0.38% | 12/16/2025 | 12/16/2032 | $ | 4,727 | | (47) | | (47) | | -0.01% |
| Legacy Precast Buyer | (5) | Delayed Draw Term Loan | — | — | 12/16/2025 | 12/16/2032 | $ | 5,157 | | (25) | | (26) | | -0.01% |
| | | | | | | | 29,898 | | 30,137 | | 7.77% |
| Diversified Consumer Services | | | | | | | | | | |
| Apex Service Partners, LLC | (4) | Term Loan | SOFR + 5.00% | 8.82% | 11/8/2024 | 10/24/2030 | $ | 27,507 | | 27,283 | | 27,782 | | 7.17% |
| Apex Service Partners, LLC | (4) | Term Loan | SOFR + 5.00% | 8.84% | 4/29/2025 | 10/24/2030 | $ | 25 | | 25 | | 25 | | 0.01% |
| Apex Service Partners, LLC | (5),(9) | Revolver | SOFR + 5.00% | 8.71% | 11/8/2024 | 10/24/2029 | $ | 2,555 | | 650 | | 670 | | 0.17% |
| Apex Service Partners, LLC | (4) | Delayed Draw Term Loan | SOFR + 5.00% | 8.82% | 9/24/2024 | 10/24/2030 | $ | 6,547 | | 6,494 | | 6,612 | | 1.71% |
| Apex Service Partners, LLC | (4),(9) | Delayed Draw Term Loan | SOFR + 5.00% | 8.78% | 11/8/2024 | 10/24/2030 | $ | 10,330 | | 10,288 | | 10,432 | | 2.69% |
| Apex Service Partners, LLC | (5),(9) | Delayed Draw Term Loan | SOFR + 5.00% | 8.81% | 4/29/2025 | 10/24/2030 | $ | 74 | | 51 | | 52 | | 0.01% |
| Del-Air Heating, Air Conditioning & Refrigeration, LLC | (4) | Term Loan | SOFR + 5.50% | 9.37% | 2/4/2025 | 2/4/2031 | $ | 11,979 | | 11,775 | | 11,740 | | 3.03% |
| Del-Air Heating, Air Conditioning & Refrigeration, LLC | (5),(9) | Revolver | SOFR + 5.50% | 9.37% | 2/12/2025 | 2/4/2031 | $ | 4,260 | | 1,915 | | 1,903 | | 0.49% |
| Del-Air Heating, Air Conditioning & Refrigeration, LLC | (4),(5) | Delayed Draw Term Loan | SOFR + 5.50% | 9.32% | 2/4/2025 | 2/4/2031 | $ | 11,305 | | 7,064 | | 7,031 | | 1.81% |
| IFH Franchisee Holdings, LLC | (4) | Term Loan | SOFR + 5.50% | 9.37% | 1/10/2025 | 12/20/2029 | $ | 13,750 | | 13,583 | | 13,787 | | 3.56% |
| IFH Franchisee Holdings, LLC | (5) | Delayed Draw Term Loan | — | 1.00% | 1/10/2025 | 12/20/2029 | $ | 3,136 | | (19) | | 9 | | —% |
| Sandlot Baseball BorrowerCo, LLC | (5) | Revolver | — | 0.50% | 6/2/2025 | 12/27/2028 | $ | 2,253 | | — | | — | | —% |
| Sandlot Baseball BorrowerCo, LLC | (4),(5) | Delayed Draw Term Loan | SOFR + 5.00% | 8.67% | 6/2/2025 | 12/27/2028 | $ | 11,999 | | 7,006 | | 7,107 | | 1.83% |
| | | | | | | | 86,115 | | 87,150 | | 22.48% |
| Energy Equipment & Services | | | | | | | | | | |
| Offen, Inc. | (4) | Term Loan | SOFR + 5.00% | 8.82% | 7/18/2025 | 7/22/2030 | $ | 41,635 | | 41,252 | | 41,218 | | 10.63% |
| Offen, Inc. | (5) | Revolver | — | 0.50% | 7/18/2025 | 7/23/2029 | $ | 3,178 | | (29) | | (32) | | (0.01)% |
| | | | | | | | 41,223 | | 41,186 | | 10.63% |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
15
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Willow Tree Capital Corporation Consolidated Schedule of Investments as of December 31, 2025 (in thousands) |
| Investments (1)(7)(8) | Footnotes | Investment Type | Reference Rate and Spread (2) | Interest Rate (2) | Acquisition Date | Maturity Date | Par Amount/Units (1) | Cost (3) | Fair Value | % of Net Assets |
| Private Debt - United States | | | | | | | | | | |
| Private Debt - non-controlled, non-affiliated | | | | | | | | | | |
| Entertainment | | | | | | | | | | |
| Amerspirit FL, LLC | | Term Loan | SOFR + 4.75% | 8.42% | 9/26/2025 | 8/15/2030 | $ | 2,135 | | $ | 2,105 | | $ | 2,104 | | 0.54% |
| Amerspirit FL, LLC | | Delayed Draw Term Loan | SOFR + 4.75% | 8.42% | 9/26/2025 | 8/15/2030 | $ | 6,365 | | 6,275 | | 6,272 | | 1.62% |
| Amerspirit FL, LLC | (5),(9) | Delayed Draw Term Loan | SOFR + 4.75% | 8.42% | 9/26/2025 | 8/15/2030 | $ | 1,237 | | 355 | | 354 | | 0.09% |
| | | | | | | | 8,735 | | 8,730 | | 2.25% |
| Financial Services | | | | | | | | | | |
| Electronic Merchant Systems, LLC | (4) | Term Loan | SOFR + 4.75% | 9.07% | 11/18/2024 | 8/1/2030 | $ | 9,844 | | 9,764 | | 9,926 | | 2.56% |
| Electronic Merchant Systems, LLC | (4) | Term Loan | SOFR + 4.75% | 8.60% | 11/14/2025 | 8/1/2030 | $ | 1,372 | | 1,355 | | 1,383 | | 0.36% |
| GC Waves Holdings, Inc. | (4) | Term Loan | SOFR + 4.50% | 8.22% | 12/31/2024 | 10/4/2030 | $ | 3,609 | | 3,637 | | 3,609 | | 0.93% |
| GC Waves Holdings, Inc. | (4) | Delayed Draw Term Loan | SOFR + 4.50% | 8.22% | 11/8/2024 | 10/4/2030 | $ | 11,444 | | 11,349 | | 11,444 | | 2.95% |
| GC Waves Holdings, Inc. | (5),(9) | Delayed Draw Term Loan | SOFR + 4.50% | 8.22% | 10/6/2025 | 10/4/2030 | $ | 1,150 | | 56 | | 61 | | 0.02% |
| Pathstone Family Office, LLC | (4) | Term Loan | SOFR + 5.00% | 8.82% | 11/26/2024 | 5/15/2029 | $ | 554 | | 552 | | 560 | | 0.14% |
| Pathstone Family Office, LLC | (4) | Term Loan | SOFR + 5.00% | 8.82% | 11/8/2024 | 5/15/2029 | $ | 15,395 | | 15,325 | | 15,549 | | 4.01% |
| Pathstone Family Office, LLC | (5) | Revolver | SOFR + 5.00% | 8.82% | 11/8/2024 | 5/15/2028 | $ | 1,048 | | 247 | | 252 | | 0.07% |
| Pathstone Family Office, LLC | (4),(5) | Delayed Draw Term Loan | SOFR + 5.00% | 8.82% | 11/8/2024 | 5/15/2029 | $ | 5,439 | | 74 | | 153 | | 0.04% |
| RPX Corporation | (4) | Term Loan | SOFR + 5.50% | 9.25% | 11/8/2024 | 8/2/2030 | $ | 20,234 | | 20,068 | | 20,234 | | 5.22% |
| RPX Corporation | (5) | Revolver | — | 0.50% | 9/30/2025 | 8/2/2030 | $ | 2,601 | | (2) | | — | | —% |
| Wealth Enhancement Group, LLC | (4) | Delayed Draw Term Loan | SOFR + 4.50% | 8.49% | 11/8/2024 | 10/2/2028 | $ | 3,707 | | 3,707 | | 3,707 | | 0.96% |
| Wealth Enhancement Group, LLC | (4) | Delayed Draw Term Loan | SOFR + 4.50% | 8.49% | 11/8/2024 | 10/2/2028 | $ | 6,892 | | 6,892 | | 6,892 | | 1.78% |
| Wealth Enhancement Group, LLC | (4) | Delayed Draw Term Loan | SOFR + 4.50% | 8.49% | 11/8/2024 | 10/2/2028 | $ | 2,767 | | 2,767 | | 2,767 | | 0.71% |
| | | | | | | | 75,791 | | 76,537 | | 19.74% |
| Health Care Equipment & Supplies | | | | | | | | | | |
| HLSG Intermediate, LLC | (4) | Term Loan | SOFR + 5.25% | 9.08% | 11/8/2024 | 3/31/2029 | $ | 1,966 | | 1,966 | | 1,966 | | 0.51% |
| HLSG Intermediate, LLC | (4) | Term Loan | SOFR + 5.25% | 9.08% | 11/8/2024 | 3/31/2029 | $ | 4,824 | | 4,784 | | 4,824 | | 1.24% |
| HLSG Intermediate, LLC | (4) | Term Loan | SOFR + 5.25% | 9.08% | 3/14/2025 | 3/31/2029 | $ | 1,635 | | 1,615 | | 1,635 | | 0.42% |
| HLSG Intermediate, LLC | (5) | Revolver | SOFR + 5.25% | 9.08% | 11/8/2024 | 3/31/2029 | $ | 1,226 | | 377 | | 389 | | 0.10% |
| HLSG Intermediate, LLC | (4) | Delayed Draw Term Loan | SOFR + 5.25% | 9.08% | 11/8/2024 | 3/31/2029 | $ | 2,942 | | 2,909 | | 2,942 | | 0.76% |
| HLSG Intermediate, LLC | (4),(5) | Delayed Draw Term Loan | SOFR + 5.25% | 9.08% | 3/14/2025 | 3/31/2029 | $ | 2,776 | | 402 | | 435 | | 0.11% |
| HLSG Intermediate, LLC | (4) | Delayed Draw Term Loan | SOFR + 5.25% | 9.08% | 11/8/2024 | 3/31/2029 | $ | 34 | | 34 | | 34 | | 0.01% |
| | | | | | | | 12,087 | | 12,225 | | 3.15% |
| Health Care Providers & Services | | | | | | | | | | |
| Beacon Oral Specialists | (5) | Delayed Draw Term Loan | — | 1.00% | 9/12/2025 | 12/14/2026 | $ | 1,171 | | (3) | | (3) | | —% |
| Beacon Oral Specialists | (4),(5),(9) | Delayed Draw Term Loan | SOFR + 5.50% | 8.64% | 11/8/2024 | 12/14/2026 | $ | 4,977 | | 4,710 | | 4,711 | | 1.22% |
| Bristol Hospice, LLC | (4) | Term Loan | SOFR + 5.00% | 8.72% | 8/26/2025 | 8/26/2032 | $ | 28,970 | | 28,694 | | 28,970 | | 7.47% |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
16
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Willow Tree Capital Corporation Consolidated Schedule of Investments as of December 31, 2025 (in thousands) |
| Investments (1)(7)(8) | Footnotes | Investment Type | Reference Rate and Spread (2) | Interest Rate (2) | Acquisition Date | Maturity Date | Par Amount/Units (1) | Cost (3) | Fair Value | % of Net Assets |
| Private Debt - United States | | | | | | | | | | |
| Private Debt - non-controlled, non-affiliated | | | | | | | | | | |
| Bristol Hospice, LLC | (5) | Revolver | — | 0.50% | 8/26/2025 | 8/26/2032 | $ | 3,779 | | $ | (36) | | $ | — | | —% |
| Cvausa Management, LLC | (4),(9) | Term Loan | SOFR + 5.25% | 8.97% | 1/14/2025 | 5/22/2029 | $ | 14,867 | | 14,809 | | 15,016 | | 3.87% |
| Cvausa Management, LLC | (5) | Revolver | — | 0.50% | 1/14/2025 | 5/22/2028 | $ | 1,111 | | (4) | | — | | —% |
| Cvausa Management, LLC | (5) | Delayed Draw Term Loan | SOFR + 5.25% | 8.98% | 8/1/2025 | 5/22/2029 | $ | 22,387 | | 5,502 | | 6,326 | | 1.63% |
| Dentive Capital, LLC | (4) | Term Loan | SOFR + 7.25% (4.25% PIK) | 10.92% | 11/8/2024 | 12/22/2028 | $ | 4,239 | | 4,215 | | 4,103 | | 1.06% |
| Dentive Capital, LLC | (5) | Revolver | SOFR + 7.25% (4.25% PIK) | 10.92% | 11/8/2024 | 5/27/2027 | $ | 52 | | 2 | | — | | —% |
| Dentive Capital, LLC | (4) | Delayed Draw Term Loan | SOFR + 7.25% (4.25% PIK) | 10.92% | 11/8/2024 | 12/22/2028 | $ | 231 | | 229 | | 223 | | 0.06% |
| Dentive Capital, LLC | (4) | Delayed Draw Term Loan | SOFR + 7.25% (4.25% PIK) | 10.92% | 11/8/2024 | 12/22/2028 | $ | 1,187 | | 1,180 | | 1,149 | | 0.30% |
| Dermcare Holdings, LLC | (6) | Term Loan | 17.0% PIK | 17.00% | 11/8/2024 | 10/16/2029 | $ | 692 | | 685 | | 703 | | 0.18% |
| Dermcare Management, LLC | (4) | Delayed Draw Term Loan | SOFR + 6.00% | 9.82% | 11/8/2024 | 4/21/2028 | $ | 14,561 | | 14,561 | | 14,473 | | 3.73% |
| Dermcare Management, LLC | (4),(5) | Delayed Draw Term Loan | SOFR + 6.00% | 9.82% | 3/31/2025 | 4/21/2028 | $ | 24,768 | | 5,917 | | 6,142 | | 1.58% |
| LCM SDC Holdings, LLC | (6) | Term Loan | SOFR + 13.25% PIK | 17.07% | 11/8/2024 | 2/15/2029 | $ | 690 | | 685 | | 718 | | 0.19% |
| LCM SDC Holdings, LLC | (6) | Term Loan | SOFR + 13.25% PIK | 17.07% | 11/8/2024 | 2/15/2029 | $ | 1,594 | | 1,582 | | 1,658 | | 0.43% |
| LCM SDC Holdings, LLC | (6) | Term Loan | SOFR + 13.25% PIK | 17.07% | 11/8/2024 | 2/15/2029 | $ | 9,998 | | 9,926 | | 10,398 | | 2.68% |
| LCM SDC Holdings, LLC | (6) | Term Loan | SOFR + 13.25% PIK | 17.07% | 11/8/2024 | 2/15/2029 | $ | 4,433 | | 4,401 | | 4,610 | | 1.19% |
| LCM SDC Holdings, LLC | (6) | Term Loan | SOFR + 10.00% PIK | 13.82% | 5/30/2025 | 2/15/2029 | $ | 2,710 | | 2,646 | | 2,644 | | 0.68% |
| LCM SDC Holdings, LLC | (6) | Term Loan | SOFR + 10.00% PIK | 13.82% | 6/27/2025 | 2/15/2029 | $ | 8,217 | | 8,015 | | 8,018 | | 2.07% |
| LCM SDC Holdings, LLC | (6) | Term Loan | SOFR + 10.00% PIK | 13.82% | 10/17/2025 | 2/15/2029 | $ | 4,977 | | 4,839 | | 4,856 | | 1.25% |
| LCM SDC Holdings, LLC | (6) | Delayed Draw Term Loan | SOFR + 10.00% PIK | 13.82% | 4/30/2025 | 2/15/2029 | $ | 4,916 | | 4,878 | | 4,797 | | 1.24% |
| OPCO Borrower, LLC | (4) | Term Loan | SOFR + 6.25% | 10.23% | 11/8/2024 | 8/19/2027 | $ | 17,662 | | 17,570 | | 17,705 | | 4.57% |
| OPCO Borrower, LLC | (4) | Term Loan | SOFR + 6.25% | 10.23% | 6/2/2025 | 4/26/2029 | $ | 11,670 | | 11,570 | | 11,698 | | 3.02% |
| Regent Surgical Health, LLC | (5) | Revolver | — | 0.50% | 9/12/2025 | 9/12/2030 | $ | 7,824 | | (110) | | (117) | | (0.03)% |
| Regent Surgical Health, LLC | (4),(5) | Delayed Draw Term Loan | SOFR + 5.00% | 8.73% | 9/12/2025 | 9/12/2030 | $ | 17,252 | | 14,769 | | 14,754 | | 3.81% |
| Salt Dental Collective, LLC | (4) | Term Loan | SOFR + 6.75% | 10.57% | 11/8/2024 | 2/15/2028 | $ | 6,322 | | 6,334 | | 6,322 | | 1.63% |
| Salt Dental Collective, LLC | (4) | Term Loan | SOFR + 6.75% | 10.57% | 11/8/2024 | 2/15/2028 | $ | 3,656 | | 3,663 | | 3,656 | | 0.94% |
| Salt Dental Collective, LLC | (4) | Term Loan | SOFR + 6.75% | 10.57% | 11/8/2024 | 2/15/2028 | $ | 416 | | 417 | | 416 | | 0.11% |
| Salt Dental Collective, LLC | (4) | Term Loan | SOFR + 6.75% | 10.57% | 11/8/2024 | 2/15/2028 | $ | 1,124 | | 1,126 | | 1,125 | | 0.29% |
| Salt Dental Collective, LLC | (4) | Term Loan | SOFR + 6.75% | 10.57% | 11/8/2024 | 2/15/2028 | $ | 1,675 | | 1,678 | | 1,675 | | 0.43% |
| Salt Dental Collective, LLC | (4) | Term Loan | SOFR + 6.75% | 10.57% | 11/8/2024 | 2/15/2028 | $ | 7,422 | | 7,436 | | 7,422 | | 1.91% |
| Salt Dental Collective, LLC | (4) | Term Loan | SOFR + 6.75% | 10.57% | 11/8/2024 | 2/15/2028 | $ | 3,710 | | 3,717 | | 3,710 | | 0.96% |
| Salt Dental Collective, LLC | (4) | Term Loan | SOFR + 6.75% | 10.57% | 11/8/2024 | 2/15/2028 | $ | 3,560 | | 3,566 | | 3,560 | | 0.92% |
| Salt Dental Collective, LLC | (4) | Term Loan | SOFR + 6.75% | 10.57% | 10/17/2025 | 2/15/2028 | $ | 1,951 | | 1,915 | | 1,951 | | 0.50% |
| Salt Dental Collective, LLC | (5) | Revolver | SOFR + 6.75% | 10.57% | 11/8/2024 | 2/15/2028 | $ | 933 | | 857 | | 856 | | 0.22% |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
17
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Willow Tree Capital Corporation Consolidated Schedule of Investments as of December 31, 2025 (in thousands) |
| Investments (1)(7)(8) | Footnotes | Investment Type | Reference Rate and Spread (2) | Interest Rate (2) | Acquisition Date | Maturity Date | Par Amount/Units (1) | Cost (3) | Fair Value | % of Net Assets |
| Private Debt - United States | | | | | | | | | | |
| Private Debt - non-controlled, non-affiliated | | | | | | | | | | |
| Salt Dental Collective, LLC | (4) | Delayed Draw Term Loan | SOFR + 6.75% | 10.57% | 11/8/2024 | 2/15/2028 | $ | 7,555 | | $ | 7,568 | | $ | 7,555 | | 1.95% |
| Together Womens Health, LLC | (4) | Term Loan | SOFR + 4.75% | 8.42% | 8/25/2025 | 8/26/2031 | $ | 8,593 | | 8,491 | | 8,495 | | 2.19% |
| Together Womens Health, LLC | (5) | Revolver | — | 0.50% | 8/26/2025 | 8/26/2031 | $ | 2,305 | | (27) | | (26) | | (0.01)% |
| Together Womens Health, LLC | (5) | Delayed Draw Term Loan | SOFR + 4.75% | 8.42% | 8/26/2025 | 8/26/2031 | $ | 12,614 | | 1,629 | | 1,635 | | 0.42% |
| UEW Acquisition, LLC | (4) | Term Loan | SOFR + 5.50% | 9.17% | 8/13/2025 | 8/13/2030 | $ | 12,678 | | 12,478 | | 12,524 | | 3.23% |
| | | | | | | | 222,080 | | 224,428 | | 57.89% |
| Hotels, Restaurants & Leisure | | | | | | | | | | |
| AG Bells, LLC | (4) | Term Loan | SOFR + 5.00% | 8.72% | 8/19/2025 | 8/19/2031 | $ | 3,611 | | 3,577 | | 3,611 | | 0.93% |
| AG Bells, LLC | (5) | Revolver | — | 0.50% | 8/19/2025 | 8/19/2030 | $ | 1,696 | | (16) | | — | | —% |
| Ampler QSR Holdings, LLC | (4) | Term Loan | SOFR + 5.00% | 8.72% | 8/19/2025 | 8/19/2031 | $ | 4,217 | | 4,178 | | 4,199 | | 1.08% |
| Ampler QSR Holdings, LLC | (5) | Revolver | — | 5.00% | 8/19/2025 | 8/19/2030 | $ | 2,451 | | (23) | | (11) | | —% |
| Stonebridge Companies, LLC | (4) | Term Loan | SOFR + 5.00% | 8.72% | 5/16/2025 | 5/16/2031 | $ | 4,646 | | 4,583 | | 4,658 | | 1.20% |
| Stonebridge Companies, LLC | (5) | Revolver | — | 0.50% | 5/16/2025 | 5/16/2030 | $ | 885 | | (12) | | 2 | | —% |
| Stonebridge Companies, LLC | (5) | Delayed Draw Term Loan | — | 1.00% | 5/16/2025 | 5/16/2031 | $ | 1,327 | | (9) | | 3 | | —% |
| | | | | | | | 12,278 | | 12,462 | | 3.22% |
| Insurance | | | | | | | | | | |
| High Street Buyer, Inc. | (5),(9) | Delayed Draw Term Loan | SOFR + 4.50% | 8.17% | 7/18/2025 | 4/14/2028 | $ | 18,612 | | 1,340 | | 1,364 | | 0.35% |
| Higginbotham Insurance Agency, Inc. | (4) | Term Loan | SOFR + 4.50% | 8.22% | 11/8/2024 | 6/11/2031 | $ | 17,760 | | 17,664 | | 17,760 | | 4.58% |
| World Insurance Associates, LLC | (4) | Term Loan | SOFR + 5.00% | 8.67% | 2/14/2025 | 4/3/2030 | $ | 44,405 | | 44,405 | | 44,405 | | 11.46% |
| World Insurance Associates, LLC | (5) | Revolver | — | 0.50% | 2/14/2025 | 4/3/2030 | $ | 1,127 | | — | | — | | —% |
| | | | | | | | 63,409 | | 63,529 | | 16.39% |
| Multi-Utilities | | | | | | | | | | |
| Dukes Root Control Inc. | (4) | Term Loan | SOFR + 5.50% | 9.47% | 11/8/2024 | 12/7/2029 | $ | 8,533 | | 8,514 | | 8,533 | | 2.20% |
| Dukes Root Control Inc. | (4) | Term Loan | SOFR + 5.50% | 9.63% | 7/2/2025 | 12/7/2029 | $ | 2,081 | | 2,067 | | 2,081 | | 0.54% |
| Dukes Root Control Inc. | (5) | Revolver | — | 1.00% | 11/8/2024 | 12/7/2029 | $ | 908 | | (5) | | — | | —% |
| Dukes Root Control Inc. | (4),(9) | Delayed Draw Term Loan | SOFR + 5.50% | 9.48% | 11/8/2024 | 12/7/2029 | $ | 348 | | 347 | | 348 | | 0.09% |
| | | | | | | | 10,923 | | 10,962 | | 2.83% |
| Professional Services | | | | | | | | | | |
| RKD Group, LLC | (4) | Term Loan | SOFR + 5.50% | 9.38% | 5/16/2025 | 5/19/2031 | $ | 3,494 | | 3,463 | | 3,452 | | 0.89% |
| RKD Group, LLC | (5) | Revolver | — | 0.50% | 5/19/2025 | 5/19/2031 | $ | 1,805 | | (16) | | (22) | | (0.01)% |
| RKD Group, LLC | (5) | Delayed Draw Term Loan | — | 1.00% | 5/19/2025 | 5/19/2031 | $ | 3,233 | | (29) | | (39) | | (0.01)% |
| Royal Holdco Corporation | (4) | Term Loan | SOFR + 4.50% | 8.24% | 3/12/2025 | 12/30/2030 | $ | 2,699 | | 2,674 | | 2,689 | | 0.69% |
| Royal Holdco Corporation | (5),(9) | Revolver | SOFR + 4.50% | 8.20% | 3/13/2025 | 12/30/2030 | $ | 1,345 | | 934 | | 937 | | 0.24% |
| Royal Holdco Corporation | (5),(9) | Delayed Draw Term Loan | SOFR + 4.50% | 8.29% | 3/12/2025 | 12/30/2030 | $ | 6,003 | | 1,234 | | 1,264 | | 0.33% |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
18
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Willow Tree Capital Corporation Consolidated Schedule of Investments as of December 31, 2025 (in thousands) |
| Investments (1)(7)(8) | Footnotes | Investment Type | Reference Rate and Spread (2) | Interest Rate (2) | Acquisition Date | Maturity Date | Par Amount/Units (1) | Cost (3) | Fair Value | % of Net Assets |
| Private Debt - United States | | | | | | | | | | |
| Private Debt - non-controlled, non-affiliated | | | | | | | | | | |
| Secretariat Advisors, LLC | (4) | Term Loan | SOFR + 4.00% | 7.67% | 2/24/2025 | 2/28/2032 | $ | 4,760 | | $ | 4,738 | | $ | 4,727 | | 1.22% |
| Secretariat Advisors, LLC | (5) | Delayed Draw Term Loan | — | 4.00% | 6/28/2025 | 2/28/2032 | $ | 1,081 | | — | | (7) | | —% |
| VRC Companies, LLC | (4) | Term Loan | SOFR + 5.50% | 9.19% | 11/8/2024 | 6/29/2027 | $ | 2,916 | | 2,912 | | 2,916 | | 0.75% |
| VRC Companies, LLC | (4) | Term Loan | SOFR + 5.25% | 9.09% | 11/8/2024 | 6/29/2027 | $ | 1,878 | | 1,869 | | 1,878 | | 0.48% |
| VRC Companies, LLC | (5) | Revolver | — | 0.50% | 11/8/2024 | 6/29/2027 | $ | 100 | | — | | — | | —% |
| VRC Companies, LLC | | Term Loan | SOFR + 5.00% | 8.74% | 12/11/2025 | 6/29/2027 | $ | 3,322 | | 3,289 | | 3,289 | | 0.85% |
| VRC Companies, LLC | (4) | Delayed Draw Term Loan | SOFR + 5.25% | 9.07% | 11/19/2024 | 6/29/2027 | $ | 20,337 | | 20,161 | | 20,337 | | 5.25% |
| VRC Companies, LLC | (4) | Delayed Draw Term Loan | SOFR + 5.50% | 9.19% | 11/8/2024 | 6/29/2027 | $ | 493 | | 493 | | 493 | | 0.13% |
| | | | | | | | 41,722 | | 41,914 | | 10.81% |
| Software | | | | | | | | | | |
| ACP Avenu Buyer, LLC | (4) | Term Loan | SOFR + 4.75% | 8.74% | 4/21/2025 | 10/2/2029 | $ | 6,926 | | 6,868 | | 6,978 | | 1.80% |
| ACP Avenu Buyer, LLC | (4) | Term Loan | SOFR + 4.75% | 8.74% | 8/1/2025 | 10/2/2029 | $ | 10,175 | | 10,080 | | 10,252 | | 2.64% |
| ACP Avenu Buyer, LLC | (5) | Revolver | — | 0.50% | 4/21/2025 | 10/2/2029 | $ | 2,061 | | (17) | | — | | —% |
| ACP Avenu Buyer, LLC | (5) | Delayed Draw Term Loan | — | 1.00% | 4/21/2025 | 10/2/2029 | $ | 5,889 | | (25) | | 44 | | 0.01% |
| Durare Bidco LLC | (5) | Delayed Draw Term Loan | — | 0.50% | 8/7/2025 | 8/9/2032 | $ | 50 | | — | | — | | —% |
| Durare Bidco LLC | (4) | Term Loan | SOFR + 4.75% | 8.62% | 8/7/2025 | 8/9/2032 | $ | 9,042 | | 8,956 | | 8,973 | | 2.31% |
| Durare Bidco LLC | (5) | Revolver | — | 0.50% | 8/7/2025 | 8/9/2032 | $ | 50 | | — | | — | | —% |
| Flexera Software LLC | (4) | Term Loan | SOFR + 4.50% | 8.35% | 8/13/2025 | 8/16/2032 | $ | 12,217 | | 12,176 | | 12,186 | | 3.14% |
| Flexera Software LLC | | Term Loan | E + 4.50 % | 6.43% | 8/13/2025 | 8/16/2032 | € | 2,976 | | 3,457 | | 3,486 | | 0.90% |
| Flexera Software LLC | (5) | Revolver | — | 0.25% | 8/13/2025 | 8/16/2032 | $ | 50 | | — | | — | | —% |
| Superjet Buyer, LLC | (4) | Term Loan | SOFR + 5.00% | 8.82% | 11/8/2024 | 5/23/2030 | $ | 821 | | 816 | | 821 | | 0.21% |
| Superjet Buyer, LLC | (4) | Term Loan | SOFR + 5.00% | 8.82% | 11/8/2024 | 5/23/2030 | $ | 4,967 | | 4,938 | | 4,967 | | 1.28% |
| Superjet Buyer, LLC | (4),(5) | Delayed Draw Term Loan | SOFR + 5.00% | 8.82% | 11/8/2024 | 5/23/2030 | $ | 5,149 | | 1,025 | | 1,054 | | 0.27% |
| | | | | | | | 48,274 | | 48,761 | | 12.58% |
| Specialty Retail | | | | | | | | | | |
| Amylu Borrower Sub, LLC | (4) | Term Loan | SOFR + 5.00% | 8.74% | 4/29/2025 | 6/10/2031 | $ | 12,508 | | 12,394 | | 12,657 | | 3.27% |
| Amylu Borrower Sub, LLC | (5) | Revolver | — | 0.50% | 6/10/2025 | 6/10/2031 | $ | 2,508 | | (23) | | — | | —% |
| Amylu Borrower Sub, LLC | (5) | Delayed Draw Term Loan | — | 1.00% | 6/10/2025 | 6/10/2031 | $ | 1,998 | | (8) | | 34 | | 0.01% |
| Lash Opco, LLC | (4) | Term Loan | SOFR + 7.00% (2.00% PIK) | 10.94% | 11/8/2024 | 9/17/2027 | $ | 2,764 | | 2,749 | | 2,635 | | 0.68% |
| Orthofeet, Inc | (4) | Term Loan | SOFR + 5.50% | 9.70% | 11/8/2024 | 7/30/2030 | $ | 12,880 | | 12,691 | | 12,757 | | 3.29% |
| Orthofeet, Inc | (5) | Revolver | — | 0.50% | 11/8/2024 | 7/30/2030 | $ | 1,524 | | (22) | | (15) | | —% |
| | | | | | | | 27,781 | | 28,068 | | 7.24% |
| | | | | | | | | | |
| Total Private Debt - United States | | | | | | | | $ | 876,688 | | $ | 884,414 | | 228.15% |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
19
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Willow Tree Capital Corporation Consolidated Schedule of Investments as of December 31, 2025 (in thousands) |
| Investments (1)(7)(8) | Footnotes | Investment Type | Reference Rate and Spread (2) | Interest Rate (2) | Acquisition Date | Maturity Date | Par Amount/Units (1) | Cost (3) | Fair Value | % of Net Assets |
| Private Debt - United States | | | | | | | | | | |
| Private Debt - non-controlled, non-affiliated | | | | | | | | | | |
| | | | | | | | | | |
| Total Private Debt - non-controlled, non-affiliated | | | | | | | | $ | 876,688 | | $ | 884,414 | | 228.15% |
(1)Unless otherwise indicated, all loan investments held by the Company (which such term “Company” shall include the Company’s consolidated subsidiaries for purposes of this Consolidated Schedule of Investments) are denominated in U.S. dollars. All loan investments are income producing unless otherwise indicated. All loan investments are first lien debt unless otherwise indicated. Certain portfolio company investments are subject to contractual restrictions on sales, such as approval of the agent or borrower. The total par amount is presented for loan investments. Certain of the Company’s loan investments are pledged as collateral under the Company's credit facility. 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.
(2)Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either Secured Overnight Financing Rate ("SOFR"), an alternate base rate (commonly based on the Federal Funds Rate ("F") or the U.S. Prime Rate ("P")), or Euro Interbank Offered Rate ("E"), which generally resets periodically. For each loan investment, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, 2025.
(3)The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on loan investments using the effective interest method in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
(4)Loan investment is pledged as collateral under the Company's credit facility. A single investment may be divided into parts that are individually pledged as collateral to the Company's credit facility.
(5)Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may be subject to unused commitment fees. Negative cost and fair values are the result of the commitment being valued below par.
(6)Investment is subordinated.
(7)Unless otherwise indicated, investments are valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by the Company's Board of Directors, in accordance with the Company’s valuation policy. See Note 2. Significant Accounting Policies and Note 5. Fair Value Measurements in the Notes to the Consolidated Financial Statements.
(8)Under Section 55(a) of the Investment Company Act, the Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2025, the Company had no non-qualifying assets.
(9)For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at December 31, 2025.
The accompanying notes are an integral part of these unaudited consolidated financial statements.
20
WILLOW TREE CAPITAL CORPORATION
Notes to Financial Statements
1. Organization
Willow Tree Capital Corporation (the “Company”), 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”). In addition, beginning with its tax year ended December 31, 2024, the Company has elected to be treated for U.S. federal income tax purposes and intends to qualify annually, 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”).
On October 31, 2023, WT Capital Fund - SPV1, LLC (the "SPV Subsidiary"), a wholly owned subsidiary of the Company was formed. The SPV Subsidiary is consolidated in accordance with accounting principles generally accepted in the United States of America ("GAAP") for reporting purposes, and the portfolio investments held by it are included in the consolidated financial statements. On January 19, 2024, Willow Tree Capital Offshore Blocker, LLC (the "Blocker Subsidiary"), a wholly owned subsidiary of the Company was formed. On December 23, 2025, WT Capital Fund - SPV1 Sub Gold LLC (the “SPV1 Subsidiary”), a Delaware limited liability company, a wholly-owned subsidiary of the Company was formed. The SPV Subsidiary, the Blocker Subsidiary and the SPV1 Subsidiary are consolidated for GAAP reporting purposes. The portfolio investments held by the SPV Subsidiary, the Blocker Subsidiary and the SPV1 Subsidiary are included in the consolidated financial statements.
On November 8, 2024, immediately prior to the Company's election to be regulated as a BDC (the "BDC Election"), each of Willow Tree Capital Fund, LLC, a Delaware limited liability company managed by the Adviser and Willow Tree Capital Offshore Fund, LLC, a Cayman Islands limited liability company managed by the Adviser merged with and into the Company (the "Merger"). After the Merger, the Company made the BDC Election, and commenced operations.
The Company’s investment objective is to maximize the total return to shareholders in the form of current income and capital appreciation. The Company generates returns primarily from interest income and fees from senior secured loans, with some capital appreciation through nominal junior capital co-investments.
The Company conducts a continuous private offering (the “Private Offering”) of shares of its common stock, par value $0.01 (the “Shares”), to accredited investors, as defined in Regulation D under the Securities Act of 1933 (the “1933 Act”) or non U.S. persons as defined in Regulation S under the 1933 Act, in reliance on exemptions from the registration requirements of the 1933 Act. The Company will hold one or more closings at which it will either accept capital commitments to purchase Shares from investors or issue Shares for immediate cash investment by the investors.
Shareholders that make capital commitments to the Company will be required to fund drawdowns to purchase the Company’s Shares up to the amount of their respective capital commitments each time the Company delivers a drawdown notice.
2. Summary of Significant Accounting Policies
Basis of Financial Statement Presentation
The accompanying consolidated financial statements have been prepared in accordance with GAAP and pursuant to Regulation S-X. This requires the Company to make certain estimates and assumptions that may affect the amounts reported in the consolidated financial statements and accompanying notes. These consolidated financial statements reflect normal and recurring adjustments that in the opinion of the Company are necessary for the fair statement of the results for the periods presented. Actual results may differ from the estimates and assumptions included in the consolidated financial statements. The Company is an investment company for the purposes of accounting and financial reporting in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services—Investment Companies (“ASC 946”).
Basis of Consolidation
As provided under ASC Topic 946 and Regulation S-X, the Company will not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. All material intercompany transactions are eliminated in consolidation.
The Company consolidated the results of the Company’s wholly-owned subsidiaries which are considered to be investment companies. All significant intercompany balances and transactions have been eliminated in consolidation. As of March 31, 2026, the Company’s consolidated subsidiaries were the SPV Subsidiary, the Blocker Subsidiary and the SPV1 Subsidiary.
Use of Estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Investments at Fair Value
Investment transactions are recorded on the trade date. Realized gains or losses will be computed 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. The net change in unrealized gains or losses primarily reflects the change in investment values, including the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period. The Company's Board of Directors (the "Board") or, if designated pursuant to Rule 2a-5 under the 1940 Act (“Rule 2a-5”), the Adviser will determine the NAV per share quarterly. The NAV per share is equal to the value of total assets minus liabilities divided by the total number of shares of the Company's common stock outstanding at the date as of which the determination is made.
As part of the valuation process, the Board takes into account relevant factors in determining the fair value of the Company's investments, including: the estimated enterprise value of a portfolio company (i.e., the total fair value of the portfolio company’s debt and equity), the nature and realizable value of any collateral, the portfolio company’s ability to make payments based on its earnings and cash flow, the markets in which the portfolio company does business, a comparison of the portfolio company’s securities to any similar publicly traded securities, and overall changes in the interest rate environment and the credit markets that may affect the price at which similar investments may be made in the future. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Board considers whether the pricing indicated by the external event corroborates its valuation.
The Board undertakes a multi-step valuation process, which includes, among other procedures, the following:
•With respect to investments for which market quotations are readily available, those investments will typically be valued at the bid price of those market quotations;
•With respect to investments for which market quotations are not readily available, the Company's quarterly valuation process begins with each portfolio company or investment being initially valued by the respective Willow Tree valuation team. Preliminary valuations are then reviewed and discussed with the principals of Willow Tree. Separately, an independent valuation firm engaged by the Board provides third party valuation consulting services with respect to the Company's investments at least twice annually for all investments held in the portfolio for at least six months.
•Preliminary valuation conclusions will be documented and discussed with Willow Tree’s valuation committee. Agreed upon valuation recommendations will be presented to the Audit Committee;
•The Audit Committee will review the valuation recommendations and recommend values for each investment to the Board; and
•The Board will review the recommended valuations and determine the fair value of each investment.
•The Board will conduct this valuation process on a quarterly basis.
The Company will apply FASB ASC 820, Fair Value Measurement (“ASC 820”), as amended, which establishes a framework for measuring fair value in accordance with GAAP and required disclosures of fair value measurements. ASC 820 determines fair value to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between market participants on the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market (which may be a hypothetical market) that are independent, knowledgeable, and willing and able to transact. In accordance with ASC 820, the Company will consider its principal market to be the market that has the greatest volume and level of activity. ASC 820 specifies a fair value hierarchy that prioritizes and ranks the level of observability of inputs used in determination of fair value. In accordance with ASC 820, these levels are summarized below:
•Level 1—Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.
•Level 2—Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices.
•Level 3—Unobservable inputs for the asset or liability. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.
Transfers between levels, if any, will be recognized at the beginning of the reporting period in which the transfer occurred. In addition to using the above inputs in investment valuations, the Company will apply the valuation policy approved by the Board, which is consistent with ASC 820. Under the valuation policy, the Company will evaluate the source of the inputs, including any markets in which the Company's investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value. When an investment is valued based on prices provided by reputable dealers or pricing services (that is, broker quotes), the Company will subject those prices to various criteria in making the determination as to whether a particular investment would qualify for treatment as a Level 2 or Level 3 investment. For example, the Company, or the independent valuation firm(s), will review pricing support provided by dealers or pricing services in order to determine if observable market information is being used, versus unobservable inputs.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company's investments may fluctuate from period to period. Additionally, the fair value of such investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that may ultimately be realized. Further, such investments are generally less liquid than publicly traded securities and may be subject to contractual and other restrictions on resale. If the Company was required to liquidate a portfolio investment in a forced or liquidation sale, the Company could realize amounts that are different from the amounts presented and such differences could be material.
In addition, 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 unrealized gains or losses reflected herein.
Cash
Cash represents cash on hand and demand deposits held at financial institutions. Cash equivalents include short-term highly liquid investments of sufficient credit quality that are readily convertible to known amounts of cash and have original maturities of three months or less. Cash equivalents are carried at cost, plus accrued interest, which approximates fair value. Cash equivalents are held to meet short-term liquidity requirements, rather than for investment purposes. Cash and cash equivalents are held at major financial institutions and are subject to credit risk to the extent those balances exceed applicable Federal Deposit Insurance Corporation (FDIC) or Securities Investor Protection Corporation (SIPC) limits. As of March 31, 2026 and December 31, 2025, the Company held $27.1 million and $27.6 million in cash, respectively. As of March 31, 2026 and December 31, 2025, the Company had no cash equivalents held.
Foreign Currency Translation
The Company’s books and records are maintained in U.S. dollars. Any foreign currency amounts are translated into U.S. dollars on the following basis:
•Fair value of investment securities, other assets and liabilities—at the exchange rates prevailing at the end of the reporting period.
•Purchases and sales of investment securities, income and expenses—at the exchange rates prevailing on the respective dates of such transactions, income or expenses.
The results of operations based on changes in foreign exchange rates are separately disclosed in the Consolidated Statements of Operations, if any. Foreign investment securities and currency translations may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices more volatile than those of comparable U.S. companies or U.S. government securities.
Revenue Recognition
Interest and Dividend Income
Interest income is recorded on an accrual basis and includes the accretion of discounts, amortization of premiums and payment-in-kind (“PIK”) interest. Discounts from and premiums to par value on investments purchased are accreted/amortized into interest income over the life of the respective investment 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, the Company remains 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 the Company’s 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 the Company’s judgment, are likely to remain current. The Company 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. As of March 31, 2026 and December 31, 2025, the Company did not maintain any investments in equity securities.
Other Income
Other income may include income such as consent, waiver, amendment, unused, and prepayment fees associated with the Company’s investment activities. Such fees are recognized as income when earned or the services are rendered.
Income Taxes
The Company has elected to be treated, and intends to qualify annually, for U.S. federal income tax purposes as a RIC under Subchapter M of the Code. So long as the Company maintains its status as a RIC, it generally will not have to pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually to its shareholders. Any tax liability related to income earned and distributed by the Company would represent obligations of the Company’s shareholders and would not be reflected in the consolidated financial statements of the Company.
To qualify and be subject to tax as a RIC for U.S. federal income tax purposes, the Company will need to ensure that (among other things) it satisfies certain sources of income and asset diversification requirements and distributes to its shareholders annually an amount equal to at least 90% of its “investment company taxable income” for that year, which is
generally its ordinary income plus the excess, if any, of its realized net short-term capital gains over its realized net long-term capital losses. The Company will be subject to a nondeductible excise tax on certain amounts of undistributed income.
If the Company fails to distribute in a timely manner an amount at least equal to the sum of (i) 98% of its ordinary income for the calendar year, (ii) 98.2% of the amount by which capital gains exceed 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 the Company paid no U.S. federal income tax (collectively, the “Excise Tax Distribution Requirements”), the Company will be subject to a 4% nondeductible U.S. federal excise tax on the amount by which the Company does not meet the Excise Tax Distribution Requirements. For this purpose, however, any ordinary income or capital gain net income retained by the Company 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).
The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof.
New Accounting Standards
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 modifies the reporting requirements for income tax disclosures related to effective tax rates and cash income taxes paid. Pursuant to ASU 2023-09, public business entities are required to disclose certain categories in the income tax rate reconciliation, as well as additional information for reconciling items that meet a specific quantitative threshold. Additionally, ASU 2023-09 requires annual disclosures of income taxes paid for all entities, including the amount of income taxes paid, net of refunds received, disaggregated by federal, state, and foreign jurisdictions. The standard is effective for fiscal years beginning after December 15, 2024 for public business entities (“PBEs”) and December 15, 2025 for entities other than PBEs with early adoption permitted. The Company has evaluated the impact of ASU 2023-09 on its consolidated financial statements and concluded the adoption of the standard did not have a material impact on the consolidated financial statements of the Company.
3. Agreements and Related Party Transactions
Formation Transactions
Prior to the Company making 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 this agreement, 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 the 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, 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 had an aggregate net asset value $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 this agreement, 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 the 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, 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 had an aggregate net asset value of $75.4 million.
Following the completion of the Mergers, the Company's total assets was approximately $389.0 million, consisting of 99 loans to 33 borrowers (including term loans, delayed draw term loans, and revolvers), cash, and other assets.
Investment Management Agreement
The Company is externally managed by the Adviser pursuant to an Investment Management Agreement. The Adviser is an indirect majority owned subsidiary of Willow Tree Credit Partners LP. Subject to the overall supervision of the Board, the Adviser manages the Company’s day-to-day operations and provides investment advisory services to the Company.
The Company has entered the Investment Management Agreement, dated as of November 8, 2024, with the Adviser. Under the Investment Management Agreement, the Company pays the Adviser a fee for its services. The fee consists of two components: a Management Fee (as defined below) and an Incentive Fee (as defined below). Each of the Management Fee and the Incentive Fee are payable on the terms described below.
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 or by the affirmative vote of the holders of a majority of the Company's 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).
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.
For the three months ended March 31, 2026 and 2025, the Company incurred $1.2 million and $0.7 million in Management Fees, respectively.
As of March 31, 2026 and December 31, 2025, $1.2 million and $1.0 million, respectively, of Management Fees, were unpaid and are included in management fees payable in the Consolidated Statements of Assets and Liabilities.
Incentive Fee
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.
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 PIK 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 three months ended March 31, 2026 and 2025, the Company incurred $1.4 million and $0.8 million, respectively, in investment income incentive fees. As of March 31, 2026 and December 31, 2025, $1.9 million and $1.6 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 accrued (reversed), but not yet payable, on a hypothetical liquidation basis under GAAP for the three months ended March 31, 2026 and 2025, were $(0.2) million and $0.0 million, respectively. As of March 31, 2026 and December 31, 2025, $0.7 million and $1.0 million, respectively, of accrued capital gains incentive fees are included in the Consolidated Statements of Assets and Liabilities.
Administration Agreement
The Company has entered into an administration agreement (the “Administration Agreement”), dated as of November 8, 2024, with Willow Tree Credit Partners LP (the “Administrator”, "Willow Tree"). Under the expected terms of the Administration Agreement, Willow Tree performs, or oversees the performance of, administrative services, which include, but are not limited to, providing office space, equipment and office services, maintaining financial records, preparing reports to shareholders and reports filed with the SEC, and managing the payment of expenses and the performance of administrative and professional services rendered by others, which could include employees of the Willow Tree or its affiliates. The Company reimburses Willow Tree for services performed for the Company pursuant to the terms of the Administration Agreement.
In addition, pursuant to the terms of the Administration Agreement, Willow Tree may delegate its obligations under the Administration Agreement to an affiliate or to a third party, and the Company will reimburse Willow Tree for any services
performed for the Company by such affiliate or third party. To the extent that Willow Tree outsources any of its functions, the Company will pay the fees associated with such functions on a direct basis, without profit to Willow Tree.
The Board, including a majority of independent directors, will review the compensation paid to the Administrator to determine if the provisions of the Administrative Agreement are carried out satisfactorily and to determine, among other things, whether the fees payable under the Administrative Agreement are reasonable in light of the services provided.
Unless terminated earlier, the Administration Agreement will remain in effect for a period of two years from the date it first became effective, and will remain in effect from year-to-year thereafter if approved annually by a majority of the Board or by the holders of a majority of the Company’s outstanding voting securities and, in each case, a majority of the independent directors. The Company may terminate the Administration Agreement, without payment of any penalty, upon 60 days’ written notice. The decision to terminate the agreement may be made by a majority of the Board or the shareholders holding a majority of the outstanding shares of common stock. In addition, the Administrator may terminate the Administration Agreement, without payment of any penalty, upon 60 days’ written notice.
For the three months ended March 31, 2026 and 2025, the Company incurred $0.2 million and $0.1 million, respectively, in administration fees.
Expense Agreement
The Company and the Adviser previously entered into an expense agreement, pursuant to which the Adviser and its affiliates agreed to incur organizational, offering, and other general and administrative expenses on behalf of the Company until the BDC Election. Upon making the BDC Election, the Company incurred total expenses of $2.9 million which was comprised of $1.8 million of organizational expenses, $0.4 million of offering expenses, and $0.7 million of other general and administrative expenses that were previously subject to contingencies under the terms of the expense agreement.
License Agreement
The Company has entered into a license agreement with Willow Tree. Under the License Agreement, the Company will have a non-exclusive, royalty-free license to use the name “Willow Tree” and the Willow Tree logo. Under the License Agreement, the Company has the right to use the “Willow Tree” name for so long as the Adviser or one of its affiliates remains the Company's investment adviser. Other than with respect to this limited license, the Company has no legal right to the “Willow Tree” name. The License Agreement will remain in effect for so long as the Investment Management Agreement with the Adviser is in effect.
4. Investments
The composition of the Company’s investment portfolio at amortized cost and fair value as of March 31, 2026 and December 31, 2025 was as follows (amounts in thousands):
| | | | | | | | | | | | | | | | | | | | |
| March 31, 2026 | December 31, 2025 |
| Amortized Cost | Fair Value | % of Total Investments at Fair Value | Amortized Cost | Fair Value | % of Total Investments at Fair Value |
| Private Debt | $ | 893,237 | | $ | 899,048 | | 100 | % | $ | 876,688 | | $ | 884,414 | | 100 | % |
| Total investments | $ | 893,237 | | $ | 899,048 | | 100 | % | $ | 876,688 | | $ | 884,414 | | 100 | % |
5. Fair Value of Investments
The following table presents the fair value hierarchy of the Company’s investments as of March 31, 2026 and December 31, 2025, categorized by the ASC Topic 820 valuation hierarchy, as previously described (amounts in thousands):
| | | | | | | | | | | | | | |
| March 31, 2026 |
| Assets | Level 1 | Level 2 | Level 3 | Total |
| Private Debt | $ | — | | $ | — | | $ | 899,048 | | $ | 899,048 | |
| Total investments | $ | — | | $ | — | | $ | 899,048 | | $ | 899,048 | |
| | | | | | | | | | | | | | |
| December 31, 2025 |
| Assets | Level 1 | Level 2 | Level 3 | Total |
| Private Debt | $ | — | | $ | — | | $ | 884,414 | | $ | 884,414 | |
| Total investments | $ | — | | $ | — | | $ | 884,414 | | $ | 884,414 | |
The following table presents the change in the fair value of investments for which Level 3 inputs were used to determine the fair value for the three months ended March 31, 2026 (amounts in thousands):
| | | | | | |
| Three months ended March 31, 2026: | Private Debt | |
| Fair value, beginning of period | $ | 884,414 | | |
| | |
| Purchases of investments (including PIK, if any) | 36,243 | | |
| Proceeds from principal repayments and sales of investments | (20,628) | | |
| Accretion of discount/amortization of premium | 933 | | |
| | |
| Net change in unrealized appreciation (depreciation) | (1,914) | | |
| | |
| | |
| Fair value, end of period | $ | 899,048 | | |
| Net change in unrealized appreciation (depreciation) on non-controlled, non-affiliated company investments still held at March 31, 2026 | $ | (1,777) | | |
For the three months ended March 31, 2026, there were no transfers into or out of Level 3.
The following table presents the change in the fair value of investments for which Level 3 inputs were used to determine the fair value for three months ended March 31, 2025 (amounts in thousands):
| | | | | | |
Three months ended March 31, 2025: | Private Debt | |
| Fair value, beginning of period | $ | 490,462 | | |
| | |
| Purchases of investments (including PIK, if any) | 156,684 | | |
| Proceeds from principal repayments and sales of investments | (11,961) | | |
| Accretion of discount/amortization of premium | 356 | | |
| | |
| Net change in unrealized appreciation (depreciation) | 1,854 | | |
| | |
| | |
| Fair value, end of period | $ | 637,395 | | |
Net change in unrealized appreciation (depreciation) on non-controlled, non-affiliated company investments still held at March 31, 2025 | $ | 1,854 | | |
For the three months ended March 31, 2025, there were no transfers into or out of Level 3.
Significant Unobservable Inputs
In accordance with ASC Topic 820, the following tables provide quantitative information about the significant unobservable inputs of the Company’s Level 3 investments as of March 31, 2026 and December 31, 2025. The table is not intended to be all-inclusive but instead captures the significant unobservable inputs relevant to the Company’s determination of fair value (amounts in thousands):
| | | | | | | | | | | | | | | | | |
| Type of Investment | Fair Value as of March 31, 2026 | Valuation Technique | Significant Unobservable Inputs | Range of Significant Unobservable Inputs | Weighted Average Unobservable Input |
| Private Debt | $ | 893,456 | | Yield Analysis | Yield % | 7.04% - 17.62% | 9.09% |
| 5,592 | | Recent Transaction | | | |
| Total | $ | 899,048 | | | | | |
| | | | | | | | | | | | | | | | | |
| Type of Investment | Fair Value as of December 31, 2025 | Valuation Technique | Significant Unobservable Inputs | Range of Significant Unobservable Inputs | Weighted Average Unobservable Input |
| Private Debt | $ | 866,518 | | Yield Analysis | Yield % | 7.23% - 17.87% | 9.14% |
| | | | | |
| 17,896 | | Recent Transaction | | | |
| Total | $ | 884,414 | | | | | |
6. Borrowings
In accordance with the 1940 Act, with certain limitations, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 150% after such borrowing. As of March 31, 2026 and December 31, 2025, the Company’s asset coverage was 185.7% and 173.0%, respectively.
The following table presents the Company’s outstanding borrowings as of March 31, 2026 (amounts in thousands):
| | | | | | | | | | | | | | | | | |
| Aggregated Principal Committed | Outstanding Principal | Unused Portion (1) | Carrying Value (2) | Maturity Date |
| Credit Facility | $ | 575,000 | | $ | 475,600 | | $ | 99,400 | | $ | 475,600 | | 11/8/2029 |
| Subscription Line | 51,746 | | 15,980 | | 35,766 | | 15,980 | | 11/6/2026 |
| Total | $ | 626,746 | | $ | 491,580 | | $ | 135,166 | | $ | 491,580 | | |
(1)The unused portion is the amount upon which commitment fees are based, if any.
(2)The carrying value is gross of any deferred financing costs.
The following table presents the Company's outstanding borrowings as of December 31, 2025 (amounts in thousands):
| | | | | | | | | | | | | | | | | |
| Aggregated Principal Committed | Outstanding Principal | Unused Portion (1) | Carrying Value (2) | Maturity Date |
| Credit Facility | $ | 575,000 | | $ | 495,100 | | $ | 79,900 | | $ | 495,100 | | 11/8/2029 |
| Subscription Line | 70,996 | | 36,090 | | 34,906 | | 36,090 | | 11/6/2026 |
| Total | $ | 645,996 | | $ | 531,190 | | $ | 114,806 | | $ | 531,190 | | |
(1)The unused portion is the amount upon which commitment fees are based, if any.
(2)The carrying value is gross of any deferred financing costs.
For the three months ended March 31, 2026 and year ended December 31, 2025, the Company had total average borrowings of $517.7 million and $418.9 million at a weighted average interest rate of 5.77% and 6.64%, respectively.
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 $500.0 million to $575.0 million, (ii) joined the SPV1 Subsidiary 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 $100.0 million 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 interest based 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. The A&R Credit Facility also charges a non-usage fee, which for the first three months following February 21, 2025, was calculated daily based on the product of 0.50% and the unused facility amount. Thereafter, the non-usage fee is the sum of the following:
i.for each day during the accrual period that the advances outstanding on such day are less than or equal to the product of 25.00% multiplied by the facility amount on such day, the sum of the products for each such day during such accrual period of (A) one divided by 360, (B) 1.00% and (C) the unused facility amount as of each such day; plus
ii.for each day during the accrual period that the advances outstanding on such day are greater than the product of 25.00% multiplied by the facility amount on such day, but less than the product of 50.00% multiplied by the facility amount on such day, the sum of the products for each such day during such accrual period of (A) one divided by 360, (B) 0.75% and (C) the unused facility amount as of each such day; plus
iii.for each day during the accrual period that the advances outstanding on such day are greater than the product of 50.00% multiplied by the facility amount on such day, the sum of the products for each such day during such accrual period of (A) one divided by 360, (B) 0.50% and (C) the unused facility amount as of each such day.
As of March 31, 2026 and December 31, 2025, the Company had an aggregate amount of $475.6 million and $495.1 million of debt outstanding, respectively.
For the three months ended March 31, 2026 and 2025, the components of interest expense related to the A&R Credit Facility were as follows (amounts in thousands):
| | | | | | | | |
| For the three months ended March 31, |
| 2026 | 2025 |
| Borrowing interest expense | $ | 6,901 | | $ | 4,470 | |
| Unused facility fee | 110 | | 155 | |
| Amortization of deferred financing costs | 425 | | 301 | |
| Total interest and debt financing expense | $ | 7,436 | | $ | 4,926 | |
| Average borrowings | 487,386 | | 264,101 | |
| Weighted average interest rate | 5.74 | % | 6.86 | % |
As of March 31, 2026, and December 31, 2025, each of the Company and the Borrower were in compliance with all covenants and other requirements applicable to it under the A&R Credit Facility.
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.
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.
On November 7, 2025, the Company entered into a First Amendment to the Subscription Facility (the "First Amendment") 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 bears interest based on either Term SOFR or Daily Simple SOFR plus 2.50% per annum or Prime Rate plus 1.50% per annum, at the Company's option. The Subscription Facility also charges an unused commitment fee of 0.35% per annum on the unused available commitment during the applicable calendar quarter.
As of March 31, 2026 and December 31, 2025, the Company had an aggregate amount of $16.0 million and $36.1 million of debt outstanding, respectively.
For the three months ended March 31, 2026 and 2025, the components of interest expense related to the City National Bank Subscription Facility were as follows (amounts in thousands):
| | | | | | | | |
| For the three months ended March 31, |
| 2026 | 2025 |
| Borrowing interest expense | $ | 469 | | $ | 1,091 | |
| Unused facility fee | 34 | | 23 | |
| Amortization of deferred financing costs | 67 | | 199 | |
| Total interest and debt financing expense | $ | 570 | | $ | 1,313 | |
| Average borrowings | 30,278 | | 64,485 | |
| Weighted average interest rate | 6.28 | % | 6.86 | % |
Participation Agreements
Macquarie Bank Limited
In order to finance certain investment transactions, the Company may, from time to time, enter into secured borrowing agreements with Macquarie Bank Limited (“Macquarie”), whereby the Company sells to Macquarie an investment that it holds and concurrently enters into an agreement to repurchase the same investment at an agreed-upon price at a future date, not to exceed 90 days from the date it was sold (the “Macquarie Transaction”). In accordance with ASC Topic 860, Transfers and Servicing, these Macquarie Transactions meet the criteria for secured borrowings. Interest under the secured borrowing agreement was calculated at the inception of each secured borrowing agreement, as the 3 month SOFR rate in effect, plus the applicable margin of 3.68%.
As of March 31, 2026 and 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.
The components of interest expense related to Macquarie for the three months ended March 31, 2026 and 2025, were as follows (amounts in thousands):
| | | | | | | | |
| For the three months ended March 31, |
| 2026 | 2025 |
| Borrowing interest expense | $ | — | | $ | 98 | |
| Unused facility fee | — | | — | |
| Amortization of deferred financing costs | — | | — | |
| Total interest and debt financing expense | $ | — | | $ | 98 | |
| Average borrowings | — | | — | |
| Weighted average interest rate | — | % | — | % |
7. Commitments and Contingencies
In the normal course of business, the Company may enter into contracts that provide a variety of general indemnifications. Any exposure to the Company under these arrangements could involve future claims that may be made against the Company. Currently, no such claims exist or are expected to arise, and accordingly, the Company has not accrued any liability in connection with such indemnifications.
Other Commitments and Contingencies
Unfunded commitments
The Company’s investment portfolio may contain revolving line of credit or delayed draw commitments, which require the Company to fund when requested by the portfolio companies. The Company believes that it maintains sufficient financial resources to satisfy any unfunded commitments, including cash on hand and available borrowings to fund such unfunded commitments. As of March 31, 2026 and December 31, 2025, the Company had unfunded investment commitments in the aggregate par amount of $176.4 million and $197.8 million, respectively. Such commitments are subject to the satisfaction
of certain conditions set forth in the documents governing these loans and letters of credit and there can be no assurance that such conditions will be satisfied.
As of March 31, 2026, the Company had the following unfunded commitments by investment types (amounts in thousands):
| | | | | | | | | | |
| Investments - non-controlled, non-affiliated | Commitment Type | | Unfunded Commitment | |
| ACP Avenu Buyer, LLC | Delayed Draw Term Loan | | $ | 5,889 | | |
| ACP Avenu Buyer, LLC | Revolver | | 2,061 | | |
| AG Bells, LLC | Revolver | | 1,696 | | |
| Ambient Enterprises Holdco, LLC | Delayed Draw Term Loan | | 50 | | |
| Ambient Enterprises Holdco, LLC | Delayed Draw Term Loan | | 1,222 | | |
| Ambient Enterprises Holdco, LLC | Revolver | | 685 | | |
| American Combustion Industries, LLC | Delayed Draw Term Loan | | 3,376 | | |
| American Combustion Industries, LLC | Revolver | | 236 | | |
| Amerspirit FL, LLC | Delayed Draw Term Loan | | 680 | | |
| Ampler QSR Holdings, LLC | Revolver | | 2,451 | | |
| Amylu Borrower Sub, LLC | Delayed Draw Term Loan | | 1,662 | | |
| Amylu Borrower Sub, LLC | Revolver | | 2,508 | | |
| Apex Service Partners, LLC | Revolver | | 1,382 | | |
| Beacon Oral Specialists | Delayed Draw Term Loan | | 928 | | |
| Bristol Hospice, LLC | Revolver | | 3,779 | | |
| Cards Live Oak Holdings Inc. | Delayed Draw Term Loan | | 32 | | |
| Cards Live Oak Holdings Inc. | Revolver | | 31 | | |
| Cvausa Management, LLC | Delayed Draw Term Loan | | 16,533 | | |
| Cvausa Management, LLC | Revolver | | 1,111 | | |
| Del-Air Heating, Air Conditioning & Refrigeration, LLC | Delayed Draw Term Loan | | 4,090 | | |
| Del-Air Heating, Air Conditioning & Refrigeration, LLC | Revolver | | 2,272 | | |
| Dentive Capital, LLC | Revolver | | 50 | | |
| Dukes Root Control Inc. | Revolver | | 908 | | |
| Durare Bidco LLC | Delayed Draw Term Loan | | 50 | | |
| Durare Bidco LLC | Revolver | | 50 | | |
| Elessent Clean Technologies Inc. | Revolver | | 1,711 | | |
| Flexera Software LLC | Revolver | | 50 | | |
| GC Waves Holdings, Inc. | Delayed Draw Term Loan | | 782 | | |
| GMLx Buyer LLC | Delayed Draw Term Loan | | 13,317 | | |
| GMLx Buyer LLC | Revolver | | 5,549 | | |
| High Street Buyer, Inc. | Delayed Draw Term Loan | | 15,810 | | |
| IFH Franchisee Holdings, LLC | Delayed Draw Term Loan | | 3,136 | | |
| KAMC Holdings, Inc. | Revolver | | 27 | | |
| Key Container Borrower, LLC | Delayed Draw Term Loan | | 50 | | |
| Key Container Borrower, LLC | Revolver | | 50 | | |
| Legacy Precast Buyer | Delayed Draw Term Loan | | 5,157 | | |
| Legacy Precast Buyer | Revolver | | 4,727 | | |
| Neptune Platform Buyer, LLC | Delayed Draw Term Loan | | 1,258 | | |
| Neptune Platform Buyer, LLC | Delayed Draw Term Loan | | 333 | | |
| Neptune Platform Buyer, LLC | Delayed Draw Term Loan | | 2,350 | | |
| NWP Acquisition Holdings, LLC | Delayed Draw Term Loan | | 50 | | |
| NWP Acquisition Holdings, LLC | Revolver | | 5,050 | | |
| Offen, Inc. | Revolver | | 1,887 | | |
| Orthofeet, Inc | Revolver | | 1,524 | | |
| Pathstone Family Office, LLC | Delayed Draw Term Loan | | 3,938 | | |
| Pathstone Family Office, LLC | Revolver | | 797 | | |
| Regent Surgical Health, LLC | Revolver | | 7,824 | | |
| RKD Group, LLC | Delayed Draw Term Loan | | 3,233 | | |
| RKD Group, LLC | Revolver | | 1,805 | | |
| Royal Holdco Corporation | Delayed Draw Term Loan | | 3,791 | | |
| Royal Holdco Corporation | Revolver | | 404 | | |
| | | | | | | | | | |
| Investments - non-controlled, non-affiliated | Commitment Type | | Unfunded Commitment | |
| RPX Corporation | Revolver | | $ | 2,601 | | |
| Salt Dental Collective, LLC | Revolver | | 78 | | |
| Salt Dental Collective, LLC | Delayed Draw Term Loan | | 11 | | |
| Sandlot Baseball BorrowerCo, LLC | Delayed Draw Term Loan | | 50 | | |
| Sandlot Baseball BorrowerCo, LLC | Delayed Draw Term Loan | | 886 | | |
| Sandlot Baseball BorrowerCo, LLC | Revolver | | 2,253 | | |
| Secretariat Advisors, LLC | Delayed Draw Term Loan | | 1,081 | | |
| Stonebridge Companies, LLC | Delayed Draw Term Loan | | 1,327 | | |
| Stonebridge Companies, LLC | Revolver | | 885 | | |
| Superjet Buyer, LLC | Delayed Draw Term Loan | | 4,134 | | |
| SV-AERO Holdings, LLC | Delayed Draw Term Loan | | 1,261 | | |
| Systems Planning And Analysis, Inc. | Delayed Draw Term Loan | | 1,595 | | |
| Systems Planning And Analysis, Inc. | Revolver | | 3,128 | | |
| Together Womens Health, LLC | Delayed Draw Term Loan | | 10,905 | | |
| Together Womens Health, LLC | Revolver | | 2,305 | | |
| VRC Companies, LLC | Revolver | | 100 | | |
| World Insurance Associates, LLC | Revolver | | 1,027 | | |
| WRM Wastewater Merger Sub, Inc. | Delayed Draw Term Loan | | 4,478 | | |
| | | $ | 176,447 | | |
As of December 31, 2025, the Company had the following unfunded commitments by investment types (amounts in thousands):
| | | | | | | | | | |
| Investments - non-controlled, non-affiliated | Commitment Type | | Unfunded Commitment | |
| ACP Avenu Buyer, LLC | Delayed Draw Term Loan | | $ | 5,889 | | |
| ACP Avenu Buyer, LLC | Revolver | | 2,061 | | |
| AG Bells, LLC | Revolver | | 1,696 | | |
| Ambient Enterprises Holdco, LLC | Delayed Draw Term Loan | | 50 | | |
| Ambient Enterprises Holdco, LLC | Delayed Draw Term Loan | | 3,388 | | |
| Ambient Enterprises Holdco, LLC | Revolver | | 685 | | |
| American Combustion Industries, LLC | Delayed Draw Term Loan | | 3,376 | | |
| American Combustion Industries, LLC | Revolver | | 236 | | |
| Amerspirit FL, LLC | Delayed Draw Term Loan | | 865 | | |
| Ampler QSR Holdings, LLC | Revolver | | 2,451 | | |
| Amylu Borrower Sub, LLC | Delayed Draw Term Loan | | 1,998 | | |
| Amylu Borrower Sub, LLC | Revolver | | 2,508 | | |
| Apex Service Partners, LLC | Delayed Draw Term Loan | | 23 | | |
| Apex Service Partners, LLC | Revolver | | 1,885 | | |
| Beacon Oral Specialists | Delayed Draw Term Loan | | 252 | | |
| Beacon Oral Specialists | Delayed Draw Term Loan | | 1,171 | | |
| Bristol Hospice, LLC | Revolver | | 3,779 | | |
| Cards Live Oak Holdings INC | Delayed Draw Term Loan | | 50 | | |
| Cards Live Oak Holdings INC | Revolver | | 33 | | |
| Cvausa Management, LLC | Delayed Draw Term Loan | | 16,533 | | |
| Cvausa Management, LLC | Revolver | | 1,111 | | |
| Del-Air Heating, Air Conditioning & Refrigeration, LLC | Delayed Draw Term Loan | | 4,090 | | |
| Del-Air Heating, Air Conditioning & Refrigeration, LLC | Revolver | | 2,272 | | |
| Dentive Capital, LLC | Revolver | | 50 | | |
| Dermcare Management, LLC | Delayed Draw Term Loan | | 18,476 | | |
| Dukes Root Control Inc. | Revolver | | 908 | | |
| Durare Bidco LLC | Delayed Draw Term Loan | | 50 | | |
| Durare Bidco LLC | Revolver | | 50 | | |
| Elessent Clean Technologies Inc. | Revolver | | 1,711 | | |
| Flexera Software LLC | Revolver | | 50 | | |
| GC Waves Holdings, Inc. | Delayed Draw Term Loan | | 1,092 | | |
| | | | | | | | | | |
| Investments - non-controlled, non-affiliated | Commitment Type | | Unfunded Commitment | |
| High Street Buyer, Inc. | Delayed Draw Term Loan | | $ | 17,251 | | |
| HLSG Intermediate, LLC | Delayed Draw Term Loan | | 2,341 | | |
| HLSG Intermediate, LLC | Revolver | | 837 | | |
| IFH Franchisee Holdings, LLC | Delayed Draw Term Loan | | 3,136 | | |
| KAMC Holdings, Inc. | Revolver | | 27 | | |
| Legacy Precast Buyer | Delayed Draw Term Loan | | 5,157 | | |
| Legacy Precast Buyer | Revolver | | 4,727 | | |
| Neptune Platform Buyer, LLC | Delayed Draw Term Loan | | 1,403 | | |
| Neptune Platform Buyer, LLC | Delayed Draw Term Loan | | 641 | | |
| Neptune Platform Buyer, LLC | Delayed Draw Term Loan | | 2,350 | | |
| NWP Acquisition Holdings, LLC | Delayed Draw Term Loan | | 4,000 | | |
| NWP Acquisition Holdings, LLC | Revolver | | 5,000 | | |
| Offen, Inc. | Revolver | | 3,178 | | |
| Orthofeet, Inc | Revolver | | 1,524 | | |
| Pathstone Family Office, LLC | Delayed Draw Term Loan | | 5,340 | | |
| Pathstone Family Office, LLC | Revolver | | 797 | | |
| Regent Surgical Health, LLC | Delayed Draw Term Loan | | 2,256 | | |
| Regent Surgical Health, LLC | Revolver | | 7,824 | | |
| RKD Group, LLC | Delayed Draw Term Loan | | 3,233 | | |
| RKD Group, LLC | Revolver | | 1,805 | | |
| Royal Holdco Corporation | Delayed Draw Term Loan | | 4,740 | | |
| Royal Holdco Corporation | Revolver | | 404 | | |
| RPX Corporation | Revolver | | 2,601 | | |
| Salt Dental Collective, LLC | Revolver | | 78 | | |
| Sandlot Baseball BorrowerCo, LLC | Delayed Draw Term Loan | | 4,942 | | |
| Sandlot Baseball BorrowerCo, LLC | Revolver | | 2,253 | | |
| Secretariat Advisors, LLC | Delayed Draw Term Loan | | 1,081 | | |
| Stonebridge Companies, LLC | Delayed Draw Term Loan | | 1,327 | | |
| Stonebridge Companies, LLC | Revolver | | 885 | | |
| Superjet Buyer, LLC | Delayed Draw Term Loan | | 4,134 | | |
| SV-AERO Holdings, LLC | Delayed Draw Term Loan | | 1,261 | | |
| Systems Planning And Analysis, Inc. | Delayed Draw Term Loan | | 1,595 | | |
| Systems Planning And Analysis, Inc. | Revolver | | 1,970 | | |
| Together Womens Health, LLC | Delayed Draw Term Loan | | 10,905 | | |
| Together Womens Health, LLC | Revolver | | 2,305 | | |
| VRC Companies, LLC | Revolver | | 100 | | |
| World Insurance Associates, LLC | Revolver | | 1,127 | | |
| WRM Wastewater Merger Sub, Inc. | Delayed Draw Term Loan | | 4,478 | | |
| | | $ | 197,802 | | |
Off balance sheet risk
Off-balance sheet risk refers to an unrecorded potential liability that may result in a future obligation or loss, even though it does not appear on the Consolidated Statements of Assets and Liabilities. The Company may enter into derivative instruments that contain elements of off-balance sheet market and credit risk. As of March 31, 2026 and December 31, 2025, there were no commitments outstanding for derivative contracts.
Legal proceedings
From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. As of March 31, 2026, management is not aware of any material pending legal proceedings.
8. Net Assets
The Company has the authority to issue 200,000,000 shares of common stock, par value $0.01 per share. The Company issues shares of common stock in the Private Offering on an ongoing basis at an offering price generally equal to the net asset value per share. As of March 31, 2026, the Company had 26,235,272 issued and outstanding shares.
The Company issued and sold the following shares of common stock during the three months ended March 31, 2026 (amounts in thousands, except share and per share amounts):
| | | | | | | | | | | | | | |
| | For the Three Months Ended March 31, 2026 |
| Date | Number of Shares Issued | Gross Proceeds | Net Proceeds | Average Price/Share |
| 3/24/2026 | 1,711,263 | $ | 27,500 | | $ | 27,500 | | 16.07 | |
| 1,711,263 | $ | 27,500 | | $ | 27,500 | | |
The Company issued and sold the following shares of common stock during the three months ended March 31, 2025 (amounts in thousands, except share and per share amounts):
| | | | | | | | | | | | | | |
| | For the Three Months Ended March 31, 2025 |
Date | Number of Shares Issued | Gross Proceeds | Net Proceeds | Average Price/Share |
| 3/28/2025 | 3,090,235 | $ | 50,000 | | $ | 50,000 | | 16.18 | |
| 3,090,235 | $ | 50,000 | | $ | 50,000 | | |
9. Distributions and Dividend Reinvestment
The following table reflects the distributions declared on the Company’s common stock for the three months ended March 31, 2026 (dollars in thousands except per share amounts):
| | | | | | | | | | | | | | |
| Date Declared | Record Date | Payment Date | Amount Per Share | Total Amount |
| 3/12/2026 | 3/12/2026 | 4/27/2026 | $ | 0.40 | | $ | 9,810 | |
| | | | |
| | | | |
| | | | |
| | | $ | 0.40 | | $ | 9,810 | |
For the three months ended March 31, 2025, no distributions were declared.
With respect to distributions, the Company has adopted an “opt out” dividend reinvestment plan ("DRIP") for its shareholders. As a result, in the event of a declared cash distribution or other distribution, each shareholder that has not “opted out” of the DRIP will have their dividends or distributions automatically reinvested in additional shares of Common Stock rather than receiving cash distributions. Shareholders who receive distributions in the form of shares of Common Stock will be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions.
Pursuant to the DRIP, the following table summarizes the amounts and shares issued to shareholders who have not opted out of the Company’s DRIP during the three months ended March 31, 2026 (amounts in thousands, except share amounts).
| | | | | | | | |
| Payment Date | DRIP Value | DRIP Shares Issued |
| 1/26/2026 | $ | 7,688 | | 465,930 | |
| | |
| | |
| $ | 7,688 | | |
The Company did not issue DRIP shares to shareholders for the three months ended March 31, 2025.
10. Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share for the three months ended March 31, 2026 and 2025 (amounts in thousands, except share and per share amounts):
| | | | | | | | |
| For the three months ended March 31, |
| 2026 | 2025 |
| Net increase (decrease) in net assets resulting from operations | $ | 8,057 | | $ | 7,491 | |
| Weighted average shares outstanding (basic and diluted) | 24,546,696 | | 15,077,388 | |
| Net increase (decrease) in net assets resulting from operations per share (basic and diluted) | $ | 0.34 | | $ | 0.50 | |
11. Tax Information
For the three months ended March 31, 2026 and 2025, the Company did not accrue any excise or other taxes fees. For the three months ended March 31, 2026, the Company paid excise and other tax fees of $0.04 million. For the three months ended March 31, 2025, the Company did not pay any excise or other tax fees.
In accordance with ASC 740, the Company evaluates tax positions taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the more-likely-than-not threshold, or uncertain tax positions, would be recorded as a tax expense in the current year. It is the Company’s policy to recognize accrued interest and penalties, if any, related to unrecognized tax benefits as a component of provision for income taxes. Management has analyzed tax laws and regulations and their application to the Company as of March 31, 2026, inclusive of the open tax return years, and does not believe that there are any uncertain tax positions that require recognition of a tax liability in the consolidated financial statements, nor does it expect any such positions to arise within the next 12 months. The Company is currently not undergoing any tax examinations.
12. Financial Highlights
The following are financial highlights for common shares outstanding during the three months ended March 31, 2026 and 2025 (in thousands, except share and per share amounts):
| | | | | | | | |
| For the three months ended March 31, |
| 2026 | 2025 |
Per share data: (1) | | |
| Net asset value, beginning of period | $ | 16.11 | | $ | 15.76 | |
| Net investment income (loss) | 0.41 | | 0.37 | |
| Net change in unrealized appreciation (depreciation) | (0.07) | | 0.12 | |
| Net increase (decrease) in net assets from operations | 0.34 | | 0.49 | |
Distributions declared (2) | (0.40) | | — | |
| Total increase (decrease) in net assets | (0.06) | | 0.49 | |
| Net asset value, end of period | $ | 16.05 | | $ | 16.25 | |
| Shares Outstanding, end of period | 26,235,272 | 18,030,278 |
Total Return (3) | 2.11 | % | 3.11 | % |
| Ratios | | |
Ratio of net expenses to average net assets (4) | 12.14 | % | 15.34 | % |
Ratio of net investment income (loss) to average net assets (4) | 10.22 | % | 9.61 | % |
Portfolio turnover rate (5) | 2.31 | % | 2.12 | % |
| Supplemental Data | | |
| Net Assets, end of period | $ | 421,079 | | $ | 292,981 | |
| Weighted average shares outstanding | 24,546,696 | | 15,077,388 | |
| Total capital commitments, end of period | $ | 470,350 | | $ | 470,350 | |
| | | | | | | | |
| For the three months ended March 31, |
| Asset coverage ratio | 185.66 | % | 180.30 | % |
| Ratio of total contributed capital to total committed capital, end of period | 88.64 | % | 60.44 | % |
(1)Per share amounts are calculated based on the weighted average shares outstanding for the three months ended March 31, 2026 and 2025.
(2)The per share data for distributions was derived by using the actual shares outstanding at the date of the relevant transactions (refer to Note 9. Distributions and Dividend Reinvestment).
(3)Total return is calculated as the change in NAV per share during the period, plus distributions per share, if any, divided by the NAV per share at the beginning of the period.
(4)Amounts are annualized. For the three months ended March 31, 2026 and 2025, the ratio of total operating expenses, excluding interest and borrowing expenses, to average net assets was 3.93% was 15.34%, respectively.
(5)Portfolio turnover rate is calculated using the lesser of total sales or total purchases over the average of the investments at fair value for the period reported.
13. Segment Reporting
The Company operates through a single operating and reporting segment with an investment objective to generate attractive risk-adjusted total returns consisting current income and of capital appreciation. The CODM, which comprises the Company’s chief executive officer and chief financial officer, assesses the performance and makes operating decisions of the Company on a consolidated basis primarily based on the Company’s net increase (decrease) in net assets resulting from operations (“net income”). In addition to numerous other factors and metrics, the CODM utilizes consolidated net income as a key metric in determining the amount of distributions to be paid to the Company’s shareholders. As the Company’s operations comprise a single reporting segment, the segment assets are reflected on the Consolidated Statements of Assets and Liabilities as “total assets” and the significant segment expenses are listed on the accompanying Consolidated Statements of Operations.
14. Subsequent Events
The Company's management evaluated subsequent events through the date of the issuance of the consolidated financial statements included herein. There have been no subsequent events that occurred during such period that would require disclosure in this Form 10-Q or would be required to be recognized in the consolidated financial statements as of March 31, 2026, except as discussed below.
On April 27, 2026, the Company issued approximately 419,089 shares of its Common Stock pursuant to the Company’s DRIP in connection with the distribution paid to shareholders on April 27, 2026.
Item 2. 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 “Cautionary Statement Regarding 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 unaudited consolidated financial statements and related notes and other financial information appearing elsewhere in this Quarterly Report on Form 10-Q. The following discussion is designed to provide a better understanding of our unaudited consolidated 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 our unaudited consolidated financial statements and the notes thereto included or incorporated by reference in Item 1 of this Quarterly 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 $899.0 million as of March 31, 2026, as compared to $884.4 million as of December 31, 2025. As of March 31, 2026, we had investments in 54 portfolio companies with an aggregate cost of $893.2 million. As of December 31, 2025, we had investments in 54 portfolio companies with an aggregate cost of $876.7 million.
As of March 31, 2026, 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 | $ | 893,237 | | 100 | % | $ | 899,048 | | 100 | % |
| $ | 893,237 | | 100 | % | $ | 899,048 | | 100 | % |
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 | % |
The weighted average stated interest rate and weighted average maturity, both on aggregate principal amount outstanding, of all our debt outstanding as of March 31, 2026 and December 31, 2025, were 9.2% and 3.9 years and 9.3% and 4.1 years, respectively.
Investment Activity
During the three months ended March 31, 2026, we made 10 new investments totaling $24.9 million of commitments, excluding short-term investments. During the three months ended March 31, 2026, we had full repayments in 2 portfolio company borrowers totaling $17.1 million. We had no investment realizations during the three months ended March 31, 2026.
During the three months ended March 31, 2025, we made 11 new investments totaling $142.6 million of commitments, excluding short-term investments. During the three months ended March 31, 2025, we had no investment realization activity.
The industry composition of investments based on fair value as of March 31, 2026, and December 31, 2025 were as follows:
| | | | | | | | |
| March 31, 2026 | December 31, 2025 |
| Health Care Providers & Services | 26.42 | % | 25.38 | % |
| Commercial Services & Suppliers | 16.06 | % | 16.22 | % |
| Diversified Consumer Services | 10.11 | % | 9.85 | % |
| Financial Services | 8.70 | % | 8.65 | % |
| Insurance | 7.20 | % | 7.18 | % |
| Aerospace & Defense | 5.99 | % | 6.20 | % |
| Software | 5.35 | % | 5.51 | % |
| Professional Services | 4.74 | % | 4.74 | % |
| Energy Equipment & Services | 4.71 | % | 4.66 | % |
| Construction & Engineering | 3.36 | % | 3.41 | % |
| Specialty Retail | 3.15 | % | 3.17 | % |
| Hotels, Restaurants & Leisure | 1.38 | % | 1.41 | % |
| Multi-Utilities | 1.22 | % | 1.24 | % |
| Entertainment | 0.99 | % | 1.00 | % |
Containers & Packaging | 0.62 | % | — | % |
| Health Care Equipment & Supplies | — | % | 1.38 | % |
| Total | 100 | % | 100 | % |
See Note 4 to our unaudited consolidated financial statements for further discussion on the Company's portfolio and selected balance sheet information as of March 31, 2026 and December 31, 2025, respectively.
The geographic composition of investments at cost and fair value as of March 31, 2026 were as follows (amounts in thousands):
| | | | | | | | | | | | | | |
| March 31, 2026 |
| Amortized Cost | Fair Value | % of Total Investments at Fair Value | Fair Value as % of Net Assets |
| United States | $ | 893,237 | | $ | 899,048 | | 100 | % | 213.51 | % |
| Total investments | $ | 893,237 | | $ | 899,048 | | 100 | % | 213.51 | % |
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 | % |
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 March 31, 2026, and December 31, 2025, respectively (amounts in thousands):
| | | | | | | | | | | | | | |
| March 31, 2026 | December 31, 2025 |
| Investment Performance Rating | Fair Value | Percentage of Total | Fair Value | Percentage of Total |
| Grade 1 | $ | — | | 0.0 | % | $ | — | | 0.0 | % |
| Grade 2 | 896,401 | | 99.7 | % | 881,779 | | 99.7 | % |
| Grade 3 | 2,647 | | 0.3 | % | 2,635 | | 0.3 | % |
| Grade 4 | — | | 0.0 | % | — | | 0.0 | % |
| Total Investments | $ | 899,048 | | 100.0 | % | $ | 884,414 | | 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 March 31, 2026, and December 31, 2025, we had no non-accrual assets.
Results of Operations
For the three months ended to March 31, 2026 and 2025
Operating results for the year ended March 31, 2026 and 2025 were as follows (amounts in thousands):
| | | | | | | | |
| For the three months ended March 31, |
| 2026 | 2025 |
| Total investment income | $ | 21,817 | | $ | 14,633 | |
| Net operating expenses | 11,846 | | 8,996 | |
| Net investment income before excise tax | 9,971 | | 5,637 | |
| Excise tax expense | — | | — | |
| Net investment income after excise tax | 9,971 | | 5,637 | |
| Net realized and unrealized gain (loss) | (1,914) | | 1,854 | |
| Net increase in net assets resulting from operations | $ | 8,057 | | $ | 7,491 | |
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.
Investment Income (amounts in thousands):
| | | | | | | | |
| For the three months ended March 31, |
| 2026 | 2025 |
| Interest income | $ | 20,514 | | $ | 14,449 | |
| PIK interest income | 1,287 | | — | |
| Other income | 16 | | 184 | |
| Total investment income | $ | 21,817 | | $ | 14,633 | |
Investment income for the three months ended March 31, 2026 and 2025 was driven by our deployment of capital and an increasing invested balance.
Operating Expenses (amounts in thousands):
| | | | | | | | |
| For the three months ended March 31, |
| 2026 | 2025 |
| Interest and borrowing expenses | $ | 8,006 | | $ | 6,337 | |
| Investment income incentive fees | 1,390 | | 805 | |
| Management fees | 1,195 | | 726 | |
| Professional fees | 557 | | 556 | |
| Administration fees | 187 | | 124 | |
| Capital gains incentive fees | (243) | | — | |
| Other general and administrative expenses | 754 | | 448 | |
| Total expenses | $ | 11,846 | | $ | 8,996 | |
Interest and Borrowing Expenses
Interest and other borrowing expenses during the three months ended March 31, 2026 and 2025, were attributable to borrowings under the Credit Facility and Subscription Line (as discussed below under “Liquidity and Capital Resources”). For the three months ended March 31, 2026 and 2025, the Company incurred $8.0 million and $6.3 million in interest and borrowing expenses, respectively. Interest and borrowing expenses increased approximately $1.7 million, or 26.3%, for the three months ended March 31, 2026 from the comparable period in 2025 due to an increase in the average debt outstanding of approximately $189.1 million, partially offset by a decrease in the weighted average interest rate of approximately 1.09%.
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 unaudited consolidated financial statements for additional information regarding the Investment Management Agreement and the fee arrangement thereunder. For the three months ended March 31, 2026 and 2025, the amount of Management Fee incurred was $1.2 million and $0.7 million, respectively. The increase in Management Fee for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, was driven by the increase in net assets period over period.
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.
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 three months ended March 31, 2026 and 2025, the Company incurred $1.4 million and $0.8 million, respectively, in investment income incentive fees. Investment income incentive fees increased approximately $0.6 million for the three months ended March 31, 2026 from the comparable period in 2025 due to a higher pre-incentive fee net investment income in excess of the hurdle period over period. As of March 31, 2026 and December 31, 2025, $1.9 million and $1.6 million, respectively, of incentive fees on investment income, were unpaid and are included in investment income incentive fees payable in our 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 accrued (reversed), but not yet payable, on a hypothetical liquidation basis under GAAP for the three months ended March 31, 2026 and 2025 was $(0.2) million and $0.0 million, respectively. As of March 31, 2026 and December 31, 2025, $0.7 million and $1.0 million, respectively, of accrued capital gains incentive fees are included in our 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).
Professional Fees
Professional fees include legal, audit, tax, valuation, technology and other professional fees incurred related to the management of us. For the three months ended March 31, 2026 and 2025, the Company incurred $0.6 million and $0.6 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 unaudited consolidated financial statements for additional information regarding the Administration Agreement and the administrative fees thereunder. For the three months ended March 31, 2026 and 2025, the Company incurred $0.2 million and $0.1 million of administration fees, 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 three months ended March 31, 2026 and 2025, the Company incurred $0.8 million and $0.4 million in other general and administrative expenses, respectively. The increase in other general and
administrative expenses of approximately $0.3 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, was driven by higher consulting fees and other operating costs incurred period over period.
Net Unrealized Appreciation (Depreciation)
Net unrealized appreciation (depreciation) during the three months ended March 31, 2026 and 2025 was as follows (amounts in thousands):
| | | | | | | | |
| For the three months ended March 31, |
| 2026 | 2025 |
| Non-controlled, non-affiliate investments | $ | (1,793) | | $ | 1,854 | |
| Foreign currency translation | (121) | | — | |
| Net unrealized appreciation (depreciation) | $ | (1,914) | | $ | 1,854 | |
For the three months ended March 31, 2026, the Company recorded net unrealized depreciation on our current portfolio of $1.9 million. The net unrealized depreciation on the Company’s portfolio for the three months ended March 31, 2026 reflected the impact of wider market credit spreads across the private credit market, as well as certain company-specific fundamental performance factors, which collectively resulted in lower fair values across the Company’s debt investments.
For the three months ended March 31, 2025, the Company recorded net unrealized appreciation on our current portfolio of 1.9 million. The net unrealized appreciation on the Company’s current portfolio was driven by fundamental portfolio performance of investments.
Net Realized Gain
For each of the three month periods ended March 31, 2026 and 2025, the Company did not recognize any realized gains (losses).
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 185.7% and 173.0% as of March 31, 2026 and December 31, 2025, respectively.
Cash Flows
For the three months ended March 31, 2026, we experienced a net decrease in cash in the amount of $0.5 million. During that period, operating activities provided net cash of $13.2 million, consisting primarily of collection of receivable for investments sold of $18.0 million and sales and principal repayments of investment securities of $20.6 million, which was partially offset by purchases of investments securities of $35.0 million. In addition, financing activities used net cash of $13.7 million, consisting primarily of net repayments of borrowings under the Credit Facility (as defined below) and Subscription Line (as defined below) of $39.6 million, which was partially offset by proceeds from the issuance of shares of our common stock of $27.5 million. At March 31, 2026, we had $27.1 million of cash on hand.
For the three months ended March 31, 2025, we experienced a net increase in cash in the amount of 9.3 million. During that period, our operating activities used $149.1 million in cash, consisting primarily of purchases of portfolio investments of $156.0 million, which was partially offset by proceeds from sales and principal repayments of investment securities of $12.0 million. In addition, financing activities provided net cash of $158.4 million, consisting primarily of borrowings under the Credit Facility (as defined below) of $223.3 million and proceeds from the issuance of shares of our common stock of $50.0 million. At March 31, 2025, we had $17.4 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 $500.0 million to $575.0 million, (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 $100.0 million 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 interest based 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 bears interest based on either Term SOFR or Daily Simple SOFR plus 2.50% per annum or Prime
Rate plus 1.50% per annum, at the Company’s option. The Subscription Facility also charges an unused commitment fee of 0.35% per annum on the unused available commitment during the applicable calendar quarter.
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. 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 three months ended March 31, 2026, we declared distributions of $9.8 million which were unpaid and included in the distribution payable in our Consolidated Statements of Assets and Liabilities. During the three months ended March 31, 2025, no distributions were 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 investment 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. As of March 31, 2026, the Company did not maintain any investments in equity securities.
Other Income
Other income may include income such as consent, waiver, amendment, unused, and prepayment fees associated with the Company’s investment activities. Such fees are recognized as income when earned or the services are rendered.
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 March 31, 2026 was as follows (amounts in thousands):
| | | | | | | | | | | | | | |
| | | March 31, 2026 |
| Investments - non-controlled, non-affiliated | Commitment Type | Commitment Expiration Date | Unfunded Commitment | Fair Value |
| ACP Avenu Buyer, LLC | Delayed Draw Term Loan | April 21, 2027 | $ | 5,889 | | $ | — | |
| ACP Avenu Buyer, LLC | Revolver | October 2, 2029 | 2,061 | | — | |
| AG Bells, LLC | Revolver | August 19, 2030 | 1,696 | | — | |
| Ambient Enterprises Holdco, LLC | Delayed Draw Term Loan | April 30, 2027 | 50 | | — | |
| Ambient Enterprises Holdco, LLC | Delayed Draw Term Loan | April 30, 2027 | 1,222 | | — | |
| Ambient Enterprises Holdco, LLC | Revolver | December 7, 2029 | 685 | | — | |
| American Combustion Industries, LLC | Delayed Draw Term Loan | June 15, 2026 | 3,376 | | (79) | |
| American Combustion Industries, LLC | Revolver | August 31, 2028 | 236 | | (6) | |
| Amerspirit FL, LLC | Delayed Draw Term Loan | August 15, 2027 | 680 | | (10) | |
| Ampler QSR Holdings, LLC | Revolver | August 19, 2030 | 2,451 | | (9) | |
| Amylu Borrower Sub, LLC | Delayed Draw Term Loan | June 10, 2027 | 1,662 | | 17 | |
| Amylu Borrower Sub, LLC | Revolver | June 10, 2031 | 2,508 | | — | |
| Apex Service Partners, LLC | Revolver | October 24, 2029 | 1,382 | | — | |
| Beacon Oral Specialists | Delayed Draw Term Loan | December 14, 2026 | 928 | | (3) | |
| Bristol Hospice, LLC | Revolver | August 26, 2032 | 3,779 | | — | |
| Cards Live Oak Holdings Inc. | Delayed Draw Term Loan | October 21, 2027 | 32 | | — | |
| Cards Live Oak Holdings Inc. | Revolver | October 21, 2032 | 31 | | — | |
| Cvausa Management, LLC | Delayed Draw Term Loan | February 1, 2027 | 16,533 | | — | |
| Cvausa Management, LLC | Revolver | May 22, 2028 | 1,111 | | — | |
| Del-Air Heating, Air Conditioning & Refrigeration, LLC | Delayed Draw Term Loan | August 4, 2026 | 4,090 | | (148) | |
| Del-Air Heating, Air Conditioning & Refrigeration, LLC | Revolver | February 4, 2031 | 2,272 | | (82) | |
| Dentive Capital, LLC | Revolver | December 22, 2028 | 50 | | (2) | |
| Dukes Root Control Inc. | Revolver | December 7, 2029 | 908 | | — | |
| Durare Bidco LLC | Delayed Draw Term Loan | August 7, 2028 | 50 | | (1) | |
| Durare Bidco LLC | Revolver | August 9, 2032 | 50 | | (1) | |
| Elessent Clean Technologies Inc. | Revolver | November 15, 2029 | 1,711 | | — | |
| Flexera Software LLC | Revolver | August 16, 2032 | 50 | | (1) | |
| GC Waves Holdings, Inc. | Delayed Draw Term Loan | October 6, 2027 | 782 | | 8 | |
| GMLx Buyer LLC | Delayed Draw Term Loan | January 2, 2028 | 13,317 | | (166) | |
| GMLx Buyer LLC | Revolver | January 2, 2032 | 5,549 | | (69) | |
| High Street Buyer, Inc. | Delayed Draw Term Loan | July 19, 2027 | 15,810 | | (126) | |
| IFH Franchisee Holdings, LLC | Delayed Draw Term Loan | December 21, 2026 | 3,136 | | 3 | |
| KAMC Holdings, Inc. | Revolver | August 1, 2031 | 27 | | (1) | |
| Key Container Borrower, LLC | Delayed Draw Term Loan | February 17, 2028 | 50 | | — | |
| Key Container Borrower, LLC | Revolver | February 17, 2032 | 50 | | (1) | |
| Legacy Precast Buyer | Delayed Draw Term Loan | December 16, 2027 | 5,157 | | (52) | |
| Legacy Precast Buyer | Revolver | December 16, 2032 | 4,727 | | (48) | |
| Neptune Platform Buyer, LLC | Delayed Draw Term Loan | July 27, 2026 | 1,258 | | (7) | |
| Neptune Platform Buyer, LLC | Delayed Draw Term Loan | July 27, 2026 | 333 | | (2) | |
| Neptune Platform Buyer, LLC | Delayed Draw Term Loan | July 27, 2026 | 2,350 | | (13) | |
| NWP Acquisition Holdings, LLC | Delayed Draw Term Loan | May 21, 2026 | 50 | | 1 | |
| NWP Acquisition Holdings, LLC | Revolver | November 21, 2030 | 5,050 | | — | |
| | | | | | | | | | | | | | |
| | | March 31, 2026 |
| Investments - non-controlled, non-affiliated | Commitment Type | Commitment Expiration Date | Unfunded Commitment | Fair Value |
| Offen, Inc. | Revolver | July 23, 2029 | $ | 1,887 | | $ | (21) | |
| Orthofeet, Inc | Revolver | July 30, 2030 | 1,524 | | (15) | |
| Pathstone Family Office, LLC | Delayed Draw Term Loan | June 21, 2026 | 3,938 | | 39 | |
| Pathstone Family Office, LLC | Revolver | May 15, 2028 | 797 | | — | |
| Regent Surgical Health, LLC | Revolver | September 12, 2030 | 7,824 | | (110) | |
| RKD Group, LLC | Delayed Draw Term Loan | May 19, 2027 | 3,233 | | (44) | |
| RKD Group, LLC | Revolver | May 19, 2031 | 1,805 | | (25) | |
| Royal Holdco Corporation | Delayed Draw Term Loan | March 8, 2027 | 3,791 | | (68) | |
| Royal Holdco Corporation | Revolver | December 30, 2030 | 404 | | (7) | |
| RPX Corporation | Revolver | August 2, 2030 | 2,601 | | — | |
| Salt Dental Collective, LLC | Revolver | February 15, 2028 | 78 | | — | |
| Salt Dental Collective, LLC | Delayed Draw Term Loan | March 30, 2026 | 11 | | — | |
| Sandlot Baseball BorrowerCo, LLC | Delayed Draw Term Loan | June 5, 2026 | 50 | | 1 | |
| Sandlot Baseball BorrowerCo, LLC | Delayed Draw Term Loan | June 5, 2026 | 886 | | 9 | |
| Sandlot Baseball BorrowerCo, LLC | Revolver | December 27, 2028 | 2,253 | | — | |
| Secretariat Advisors, LLC | Delayed Draw Term Loan | February 26, 2027 | 1,081 | | (12) | |
| Stonebridge Companies, LLC | Delayed Draw Term Loan | May 16, 2027 | 1,327 | | 3 | |
| Stonebridge Companies, LLC | Revolver | May 16, 2030 | 885 | | — | |
| Superjet Buyer, LLC | Delayed Draw Term Loan | May 23, 2026 | 4,134 | | — | |
| SV-AERO Holdings, LLC | Delayed Draw Term Loan | October 30, 2026 | 1,261 | | — | |
| Systems Planning And Analysis, Inc. | Delayed Draw Term Loan | June 7, 2027 | 1,595 | | (6) | |
| Systems Planning And Analysis, Inc. | Revolver | August 16, 2027 | 3,128 | | (13) | |
| Together Womens Health, LLC | Delayed Draw Term Loan | August 26, 2027 | 10,905 | | — | |
| Together Womens Health, LLC | Revolver | August 26, 2031 | 2,305 | | — | |
| VRC Companies, LLC | Revolver | June 29, 2027 | 100 | | — | |
| World Insurance Associates, LLC | Revolver | April 3, 2030 | 1,027 | | — | |
| WRM Wastewater Merger Sub, Inc. | Delayed Draw Term Loan | May 19, 2027 | 4,478 | | — | |
| | | $ | 176,447 | | $ | (1,067) | |
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, 2027 | $ | 5,889 | | $ | 44 | |
| ACP Avenu Buyer, LLC | Revolver | October 2, 2029 | 2,061 | | — | |
| AG Bells, LLC | Revolver | August 19, 2030 | 1,696 | | — | |
| Ambient Enterprises Holdco, LLC | Delayed Draw Term Loan | April 30, 2027 | 50 | | — | |
| Ambient Enterprises Holdco, LLC | Delayed Draw Term Loan | April 30, 2027 | 3,388 | | 25 | |
| Ambient Enterprises Holdco, LLC | Revolver | December 7, 2029 | 685 | | — | |
| American Combustion Industries, LLC | Delayed Draw Term Loan | June 15, 2026 | 3,376 | | (65) | |
| American Combustion Industries, LLC | Revolver | August 31, 2028 | 236 | | (5) | |
| Amerspirit FL, LLC | Delayed Draw Term Loan | August 15, 2027 | 865 | | (13) | |
| Ampler QSR Holdings, LLC | Revolver | August 19, 2030 | 2,451 | | (11) | |
| Amylu Borrower Sub, LLC | Delayed Draw Term Loan | June 10, 2027 | 1,998 | | 24 | |
| Amylu Borrower Sub, LLC | Revolver | June 10, 2031 | 2,508 | | — | |
| Apex Service Partners, LLC | Delayed Draw Term Loan | April 29, 2027 | 23 | | — | |
| Apex Service Partners, LLC | Revolver | October 24, 2029 | 1,885 | | — | |
| Beacon Oral Specialists | Delayed Draw Term Loan | December 14, 2026 | 252 | | (1) | |
| Beacon Oral Specialists | Delayed Draw Term Loan | December 14, 2026 | 1,171 | | (3) | |
| Bristol Hospice, LLC | Revolver | August 26, 2032 | 3,779 | | — | |
| Cards Live Oak Holdings INC | Delayed Draw Term Loan | October 21, 2027 | 50 | | (1) | |
| Cards Live Oak Holdings INC | Revolver | October 21, 2032 | 33 | | — | |
| Cvausa Management, LLC | Delayed Draw Term Loan | February 1, 2027 | 16,533 | | 165 | |
| | | | | | | | | | | | | | |
| | | December 31, 2025 |
| Investments - non-controlled, non-affiliated | Commitment Type | Commitment Expiration Date | Unfunded Commitment | Fair Value |
| Cvausa Management, LLC | Revolver | May 22, 2028 | $ | 1,111 | | $ | — | |
| Del-Air Heating, Air Conditioning & Refrigeration, LLC | Delayed Draw Term Loan | August 4, 2026 | 4,090 | | (82) | |
| Del-Air Heating, Air Conditioning & Refrigeration, LLC | Revolver | February 4, 2031 | 2,272 | | (45) | |
| Dentive Capital, LLC | Revolver | December 22, 2028 | 50 | | (2) | |
| Dermcare Management, LLC | Delayed Draw Term Loan | March 31, 2026 | 18,476 | | (112) | |
| Dukes Root Control Inc. | Revolver | December 7, 2029 | 908 | | — | |
| Durare Bidco LLC | Delayed Draw Term Loan | August 7, 2028 | 50 | | — | |
| Durare Bidco LLC | Revolver | August 9, 2032 | 50 | | — | |
| Elessent Clean Technologies Inc. | Revolver | November 15, 2029 | 1,711 | | — | |
| Flexera Software LLC | Revolver | August 16, 2032 | 50 | | — | |
| GC Waves Holdings, Inc. | Delayed Draw Term Loan | October 6, 2027 | 1,092 | | — | |
| High Street Buyer, Inc. | Delayed Draw Term Loan | July 19, 2027 | 17,251 | | (86) | |
| HLSG Intermediate, LLC | Delayed Draw Term Loan | March 14, 2027 | 2,341 | | — | |
| HLSG Intermediate, LLC | Revolver | March 30, 2029 | 837 | | — | |
| IFH Franchisee Holdings, LLC | Delayed Draw Term Loan | December 21, 2026 | 3,136 | | 9 | |
| KAMC Holdings, Inc. | Revolver | August 1, 2031 | 27 | | — | |
| Legacy Precast Buyer | Delayed Draw Term Loan | December 16, 2027 | 5,157 | | (52) | |
| Legacy Precast Buyer | Revolver | December 16, 2032 | 4,727 | | (47) | |
| Neptune Platform Buyer, LLC | Delayed Draw Term Loan | July 27, 2026 | 1,403 | | — | |
| Neptune Platform Buyer, LLC | Delayed Draw Term Loan | July 27, 2026 | 641 | | — | |
| Neptune Platform Buyer, LLC | Delayed Draw Term Loan | July 27, 2026 | 2,350 | | — | |
| NWP Acquisition Holdings, LLC | Delayed Draw Term Loan | May 21, 2026 | 4,000 | | 40 | |
| NWP Acquisition Holdings, LLC | Revolver | November 21, 2030 | 5,000 | | — | |
| Offen, Inc. | Revolver | July 23, 2029 | 3,178 | | (32) | |
| Orthofeet, Inc | Revolver | July 30, 2030 | 1,524 | | (15) | |
| Pathstone Family Office, LLC | Delayed Draw Term Loan | June 21, 2026 | 5,340 | | 53 | |
| Pathstone Family Office, LLC | Revolver | May 15, 2028 | 797 | | — | |
| Regent Surgical Health, LLC | Delayed Draw Term Loan | September 13, 2027 | 2,256 | | (34) | |
| Regent Surgical Health, LLC | Revolver | September 12, 2030 | 7,824 | | (117) | |
| RKD Group, LLC | Delayed Draw Term Loan | May 19, 2027 | 3,233 | | (39) | |
| RKD Group, LLC | Revolver | May 19, 2031 | 1,805 | | (22) | |
| Royal Holdco Corporation | Delayed Draw Term Loan | March 8, 2027 | 4,740 | | (18) | |
| Royal Holdco Corporation | Revolver | December 30, 2030 | 404 | | (2) | |
| RPX Corporation | Revolver | August 2, 2030 | 2,601 | | — | |
| Salt Dental Collective, LLC | Revolver | February 15, 2028 | 78 | | — | |
| Sandlot Baseball BorrowerCo, LLC | Delayed Draw Term Loan | June 5, 2026 | 4,942 | | — | |
| Sandlot Baseball BorrowerCo, LLC | Revolver | December 27, 2028 | 2,253 | | — | |
| Secretariat Advisors, LLC | Delayed Draw Term Loan | February 26, 2027 | 1,081 | | (7) | |
| Stonebridge Companies, LLC | Delayed Draw Term Loan | May 16, 2027 | 1,327 | | 3 | |
| Stonebridge Companies, LLC | Revolver | May 16, 2030 | 885 | | 2 | |
| Superjet Buyer, LLC | Delayed Draw Term Loan | May 23, 2026 | 4,134 | | — | |
| SV-AERO Holdings, LLC | Delayed Draw Term Loan | October 30, 2026 | 1,261 | | — | |
| Systems Planning And Analysis, Inc. | Delayed Draw Term Loan | June 7, 2027 | 1,595 | | — | |
| Systems Planning And Analysis, Inc. | Revolver | August 16, 2027 | 1,970 | | — | |
| Together Womens Health, LLC | Delayed Draw Term Loan | August 26, 2027 | 10,905 | | (123) | |
| Together Womens Health, LLC | Revolver | August 26, 2031 | 2,305 | | (26) | |
| VRC Companies, LLC | Revolver | June 29, 2027 | 100 | | — | |
| World Insurance Associates, LLC | Revolver | April 3, 2030 | 1,127 | | — | |
| WRM Wastewater Merger Sub, Inc. | Delayed Draw Term Loan | May 19, 2027 | 4,478 | | — | |
| | | $ | 197,802 | | $ | (595) | |
Recent Developments
On April 27, 2026, the Company issued approximately 419,089 shares of its Common Stock pursuant to the Company’s DRIP in connection with the distribution paid to shareholders on April 27, 2026.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are subject to certain financial market risks, including valuation risk and interest rate fluctuations.
Valuation Risk
We have invested, and plan to continue to invest, in illiquid debt securities of private companies. These investments will generally not have a readily available market price, and we will value these investments at fair value as determined in good faith in accordance with our valuation policy and procedures established by our Board. There is no single standard for determining fair value in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize amounts that are different from the amounts presented and such differences could be material. See Note 2 “Summary of Significant Account Policies” to our unaudited consolidated financial statements for more details on estimates and judgments made by us in connection with the valuation of our investments.
Interest Rate Risk
We are subject to financial market risks, including changes in interest rates. Because we have borrowed, and may from time to time borrow money to make investments, our net investment income will depend in part upon the difference between the rate at which we borrow funds and the rate at which we invest these funds as well as our level of leverage. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income or net assets.
We regularly measure our exposure to interest rate risk. We assess interest rate risk and manage our interest rate exposure on an ongoing basis by comparing our interest rate-sensitive assets to our interest rate-sensitive liabilities. Based on that review, we determine whether or not any hedging transactions are necessary to mitigate exposure to changes in interest rates. The Federal Reserve reduced interest rates by 0.25% in each of September, October and December of 2025, bringing the benchmark rate to the 3.50% to 3.75% range. The Federal Reserve maintained this range at its January 2026, March 2026, and April 2026 meetings. In considering the extent and timing of additional rate cuts in the future, the Federal Reserve stated that it will carefully assess incoming data relating to inflationary pressures and the unemployment rate, the evolving economic outlook, and the balance of risks. Given the evolving economic environment and policy considerations, there can be no assurance regarding the magnitude or timing of future federal funds rate adjustments in either direction. In a high interest rate environment, our net investment income would increase due to an increase in interest income generated by our investment portfolio. However, our cost of funds would also increase, which could also impact net investment income. It is possible that the Federal Reserve's tightening cycle could result in a recession in the United States, which would likely decrease interest rates. Alternatively, in a prolonged low interest rate environment, including a reduction of base rates, such as SOFR, to zero, the difference between the total interest income earned on interest earning assets and the total interest expense incurred on interest bearing liabilities may be compressed, reducing our net interest income and potentially adversely affecting our operating results.
As of March 31, 2026, 99.9% of investments at fair value (excluding unfunded debt investments) represent floating-rate investments with a SOFR floor (includes investments bearing prime interest rate contracts) and 0.1% of our investments at fair value represent fixed-rate investments. Additionally, our senior secured revolving credit facilities are also subject to floating interest rates and are currently paid based on floating SOFR rates and prime interest rates.
The following table estimates the potential changes in net cash flow generated from interest income and expenses, should interest rates increase by 50, 100, 150 or 200 basis points, or decrease by 50, 100, 150 or 200 basis points. Interest income is calculated as revenue from interest generated from our portfolio of investments held on March 31, 2026. Interest expense is calculated based on the terms of our outstanding revolving credit facilities. For our floating rate credit facilities, we use the outstanding balance as of March 31, 2026. Interest expense on our floating rate credit facilities is calculated using the interest rate as of March 31, 2026, adjusted for the hypothetical changes in rates, as shown below. The base interest rate case assumes the rates on our portfolio investments remain unchanged from the actual effective interest rates as of March 31, 2026. These hypothetical calculations are based on a model of the investments in our portfolio, held as of March 31, 2026, and are only adjusted for assumed changes in the underlying base interest rates.
Actual results could differ significantly from those estimated in the table (amounts in thousands):
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| Basis Point Change | Increase (decrease) in interest income | (Increase) decrease in interest expense | Net increase (decrease) in investment income |
| Up 200 Basis Points | $ | 4,440 | | $ | (2,424) | | $ | 2,016 | |
| Up 150 Basis Points | 3,330 | | (1,818) | | 1,512 | |
| Up 100 Basis Points | 2,220 | | (1,212) | | 1,008 | |
| Up 50 Basis Points | 1,110 | | (606) | | 504 | |
| Down 50 Basis Points | (1,110) | | 606 | | (504) | |
| Down 100 Basis Points | (2,220) | | 1,212 | | (1,008) | |
| Down 150 Basis Points | (3,330) | | 1,818 | | (1,512) | |
| Down 200 Basis Points | (4,440) | | 2,424 | | (2,016) | |
Although we believe that this analysis is indicative of our existing sensitivity to interest rate changes, it does not adjust for changes in the credit market, credit quality, the size and composition of assets in our portfolio and other business developments that could affect our net income. Accordingly, we cannot assure you that actual results would not differ materially from the analysis above.
Item 4. Controls and Procedures
(a)Evaluation of Disclosure Controls and Procedures
In accordance with Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q and determined that our disclosure controls and procedures are effective as of the end of the period covered by the Quarterly Report on Form 10-Q.
(b)Changes in Internal Controls Over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Part II. Other Information
Item 1. Legal Proceedings.
Neither we nor the Adviser are currently subject to any material pending legal proceedings, other than ordinary routine litigation incidental to our businesses. We and the Adviser may from time to time, however, be involved in litigation arising out of our operations in the normal course of business or otherwise. Furthermore, third parties may seek to impose liability on us in connection with the activities of our portfolio companies.
Item 1A. Risk Factors.
As of March 31, 2026, we believe that there have been no material changes to the risk factors previously reported under Item 1A. “Risk Factors” of the Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may materially affect our business, financial condition and/or operating results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Except as previously reported by us on our current reports on Form 8-K, we did not sell any securities during the period covered by this Quarterly Report that were not registered under the Securities Act.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
(a) None.
(b) None.
(c) During the fiscal quarter ended March 31, 2026, no director or officer has entered into any (i) contract, instruction or written plan for the purchase or sale of securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or (ii) any non-Rule 10b5-1 trading arrangement.
Item 6. Exhibits.
The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits filed with the SEC:
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* Filed herewith
** Furnished herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| Willow Tree Capital Corporation |
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Date: May 13, 2026 | By: | /s/ Timothy Lower |
| Name: | Timothy Lower |
| Title: | Chief Executive Officer and President |
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Date: May 13, 2026 | By: | /s/ Mark Klingensmith |
| Name: | Mark Klingensmith |
| Title: | Chief Financial Officer and Treasurer |