Willow Tree Capital Corp

11/12/2026 | Press release | Distributed by Public on 11/12/2026 16:16

Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)

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 $911.3 million as of September 30, 2026, as compared to $884.4 million as
of December 31, 2025. As of September 30, 2026, we had investments in 64 portfolio companies with an aggregate cost of
$906.6 million. As of December 31, 2025, we had investments in 54 portfolio companies with an aggregate cost of $876.7
million.
As of September 30, 2026, our investment portfolio consisted of the following investments (amounts in thousands):
Cost
Percentage of Total
Portfolio
Fair Value
Percentage of Total
Portfolio
Private Debt
$898,037
99.1%
$902,753
99.1%
Preferred Equity
8,522
0.9%
8,573
0.9%
Total investments
$906,559
100%
$911,326
100%
As of December 31, 2025, our investment portfolio consisted of the following investments (amounts in thousands):
Cost
Percentage of Total
Portfolio
Fair Value
Percentage of Total
Portfolio
Private Debt
$876,688
100%
$884,414
100%
Total investments
$876,688
100%
$884,414
100%
The weighted average stated interest rate and weighted average maturity, based on aggregate principal amount outstanding,
of all our debt investments outstanding as of September 30, 2026 and December 31, 2025, were 9.3% and 3.7 years and
9.3% and 4.1 years, respectively.
Investment Activity
During the three months ended September 30, 2026, we made 17 new investments totaling $51.9 million of commitments,
excluding short-term investments. During the three months ended September 30, 2026, we had partial realizations in 4
portfolio company borrowers totaling $45.1 million of commitments, no full realizations, and full repayments in 1 portfolio
company borrower totaling $30.9 million of commitments.
During the nine months ended September 30, 2026, we made 57 new investments totaling $143.3 million of commitments,
excluding short-term investments. During the nine months ended September 30, 2026, we had partial realizations in 8
portfolio company borrowers totaling $100.4 million of commitments, full realization in 1 portfolio company borrower
totaling $10.9 million of commitments, and full repayments in 3 portfolio company borrowers totaling $48.0 million of
commitments.
During the three months ended September 30, 2025, we made 19 new investments totaling $295.7 million of commitments,
excluding short-term investments. During the three months ended September 30, 2025, we had 1 partial investment
realization of $6.5 million commitments.
During the nine months ended September 30, 2025, we made 41 new investments totaling $545.6 million of commitments,
excluding short-term investments. During the nine months ended September 30, 2025, we had 1 partial investment
realization of $6.5 million commitments.
The industry composition of our portfolio based on fair value as of September 30, 2026 and December 31, 2025 were as
follows:
September 30, 2026
December 31, 2025
Health Care Providers & Services
22.44%
25.38%
Commercial Services & Suppliers
19.02%
16.22%
Diversified Consumer Services
10.54%
9.85%
Financial Services
9.10%
8.65%
Aerospace & Defense
5.65%
6.20%
Insurance
5.41%
7.18%
Professional Services
5.30%
4.74%
Software
4.57%
5.51%
Energy Equipment & Services
4.53%
4.66%
Construction & Engineering
4.04%
3.41%
Specialty Retail
3.11%
3.17%
Hotels, Restaurants & Leisure
1.63%
1.41%
Multi-Utilities
1.19%
1.24%
Entertainment
1.01%
1.00%
Electronic Equipment, Instruments & Components
0.85%
-%
Distributors
0.66%
-%
Containers & Packaging
0.61%
-%
Food Products
0.34%
-%
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 September 30, 2026 and December 31, 2025, respectively.
The geographic composition of investments at cost and fair value as of September 30, 2026 were as follows (amounts in
thousands):
September 30, 2026
Cost
Fair
Value
% of Total
Investments at
Fair Value
Fair Value
as % of Net
Assets
United States
$901,019
$905,660
99.4%
205.30%
Cayman Islands
5,540
5,666
0.6%
1.28%
Total investments
$906,559
$911,326
100%
206.58%
The geographic composition of investments at cost and fair value as of December 31, 2025 were as follows (amounts in
thousands):
December 31, 2025
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 September 30, 2026 and
December 31, 2025, respectively (amounts in thousands):
September 30, 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
908,604
99.7%
881,779
99.7%
Grade 3
2,722
0.3%
2,635
0.3%
Grade 4
-
0.0%
-
0.0%
Total Investments
$911,326
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
September 30, 2026 and December 31, 2025, we had no non-accrual assets.
Results of Operations
For the three and nine months ended September 30, 2026 and 2025
Operating results for the three and nine months ended September 30, 2026 and 2025 were as follows (amounts in
thousands):
For the three months ended
September 30,
For the nine months ended
September 30,
2026
2025
2026
2025
Total investment income
$23,113
$19,643
$67,175
$51,612
Net operating expenses
12,555
12,308
36,020
31,907
Net investment income before excise tax
10,558
7,335
31,155
19,705
Excise tax expense
-
-
-
-
Net investment income after excise tax
10,558
7,335
31,155
19,705
Net realized and unrealized gain (loss)
1,401
2,659
(2,812)
5,509
Net increase in net assets resulting from operations
$11,959
$9,994
$28,343
$25,214
Net increase in net assets resulting from operations for the three months ended September 30, 2026 and 2025 was
approximately $12.0 million and $10.0 million, respectively. The increase is primarily due to a $3.2 million increase in net
investment income, partially offset by a $1.3 million decrease in net realized and unrealized gain period-over-period.
Net increase in net assets resulting from operations for the nine months ended September 30, 2026 and 2025 was
approximately $28.3 million and $25.2 million, respectively. The increase is primarily due to a $11.5 million increase in
net investment income, partially offset by a $8.3 million increase in net realized and unrealized loss period-over-period.
Net increase (decrease) in net assets resulting from operations can vary from period to period as a result of various factors,
including purchases and the level of new investment commitments, the level of sales and repayments, the recognition of
realized gains and losses and changes in unrealized appreciation (depreciation) on the investment portfolio. As a result,
comparisons may not be meaningful.
Investment Income (amounts in thousands):
For the three months ended
September 30,
For the nine months ended
September 30,
2026
2025
2026
2025
Interest income
$21,381
$18,407
$62,731
$48,497
PIK interest income
1,450
1,162
4,075
2,681
PIK dividend income
-
-
Other income
Total investment income
$23,113
$19,643
$67,175
$51,612
Total investment income for the three months ended September 30, 2026 increased $3.5 million, or 17.7%, as compared to
the three months ended September 30, 2025. Total investment income for the nine months ended September 30, 2026
increased $15.6 million, or 30.2%, as compared to the nine months ended September 30, 2025. Interest income increased as
a result of an increase in our accruing debt investment's funded par, which increased to $905.3 million as of September 30,
2026, from $795.3 million in the prior year.
Operating Expenses (amounts in thousands):
For the three months ended
September 30,
For the nine months ended
September 30,
2026
2025
2026
2025
Interest and borrowing expenses
$8,104
$8,073
$23,977
$21,630
Investment income incentive fees
1,528
1,180
4,399
2,948
Management fees
1,369
3,876
2,581
Professional fees
1,532
1,526
Administration fees
Capital gains incentive fees
(364)
Other general and administrative expenses
2,038
1,846
Total expenses
$12,555
$12,308
$36,020
$31,907
Interest and Borrowing Expenses
Interest and borrowing expenses for the three and nine months ended September 30, 2026, were attributable to borrowings
under the Credit Facility and Subscription Line (as discussed below under "Liquidity and Capital Resources"). For the
three and nine months ended September 30, 2026, the Company incurred $8.1 million and $24.0 million in interest and
borrowing expenses, respectively. For the three and nine months ended September 30, 2025, the Company incurred $8.1
and $21.6 million in interest and borrowing expenses, respectively. Interest and borrowing expenses increased
approximately $0.03 million, or 0.4%, for the three months ended September 30, 2026 from the comparable period in 2025
due to an increase in the average debt outstanding of approximately $82.5 million, partially offset by a decrease in the
weighted average interest rate of approximately 1.0%. Interest and borrowing expenses increased approximately $2.3
million, or 10.9%, for the nine months ended September 30, 2026 from the comparable period in 2025 due to an increase in
the average debt outstanding of approximately $128.4 million, partially offset by a decrease in the weighted average
interest rate of approximately 1.0%.
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 and nine months ended September 30, 2026, the
amount of Management Fee incurred was $1.4 million and $3.9 million, respectively. For the three and nine months ended
September 30, 2025, the amount of Management Fee incurred was $0.9 and $2.6 million, respectively. The increase in
Management Fee for the three and nine months ended September 30, 2026 as compared to the three and nine months ended
September 30, 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 pays 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 and nine months ended September 30, 2026, the Company incurred $1.5 million and $4.4 million,
respectively, in investment income incentive fees. For the three and nine months ended September 30, 2025, the Company
incurred $1.2 million and $2.9 million, respectively, in investment income incentive fees.
Investment income incentive fees increased approximately $0.3 million and $1.5 million for the three and nine months
ended September 30, 2026, respectively, from the comparable periods in 2025 due to a higher pre-incentive fee net
investment income in excess of the hurdle period-over-period. As of September 30, 2026 and December 31, 2025, $2.4
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 pays 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 and nine months ended September 30, 2026 were $0.1 million and $(0.4) million, respectively. For the three and
nine months ended September 30, 2025, the Company accrued (reversed) $0.9 million of capital gains incentive fees for
both periods. As of September 30, 2026 and December 31, 2025, $0.6 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 and nine months ended September 30, 2026, the Company incurred $0.5 million and $1.5
million, respectively, in professional fees. For the three and nine months ended September 30, 2025, the Company incurred
$0.4 and $1.5 million, respectively, in professional fees.
Administration Fees
Administration fees represent fees paid to the Administrator for our allocable portion of overhead and other expenses
incurred by the Administrator in performing its obligations under the administration agreement. See Note 3 to our
consolidated financial statements for additional information regarding the Administration Agreement and the
administrative fees thereunder. For the three and nine months ended September 30, 2026, the Company incurred $0.2
million and $0.6 million, respectively, in administration fees. For the three and nine months ended September 30, 2025, the
Company incurred $0.2 and $0.4 million, respectively, in administration fees.
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 and nine months ended September 30, 2026, the Company incurred $0.7 million
and $2.0 million in other general and administrative expenses, respectively. For the three and nine months ended
September 30, 2025, the Company incurred $0.6 and $1.8 million in other general and administrative expenses,
respectively.
Net Unrealized Appreciation (Depreciation)
Net change in unrealized appreciation (depreciation) for the three and nine months ended September 30, 2026 and 2025
were as follows (amounts in thousands):
For the three months ended
September 30,
For the nine months ended
September 30,
2026
2025
2026
2025
Non-control, non-affiliate investments
$1,342
$2,629
$(2,807)
$5,479
Foreign currency translation
(16)
(152)
Net change in unrealized appreciation (depreciation)
$1,326
$2,660
$(2,959)
$5,510
For the three months ended September 30, 2026 and 2025, the net change in unrealized appreciation (depreciation) was
$1.3 million and $2.7 million, respectively. For the nine months ended September 30, 2026 and 2025, the net change in
unrealized appreciation (depreciation) was $(3.0) million and $5.5 million, respectively. The increase in net unrealized
appreciation on the Company's portfolio for the three months ended September 30, 2026 was driven by certain credit
specific write-ups in our portfolio quarter-over-quarter. The increase in net unrealized depreciation on the Company's
portfolio for the nine months ended September 30, 2026 reflects the impact of wider market credit spreads across the
private credit market, coupled with certain company-specific fundamental performance factors, which collectively resulted
in lower fair values across the Company's portfolio. For the three and nine months ended September 30, 2025, the net
unrealized appreciation on the Company's current portfolio was driven by fundamental portfolio performance of
investments.
Net Realized Gain (Loss)
Net realized gain (loss) for the three and nine months ended September 30, 2026 and 2025 were as follows (amounts in
thousands):
For the three months ended
September 30,
For the nine months ended
September 30,
2026
2025
2026
2025
Non-controlled, non-affiliated investments
$78
$-
$152
$-
Foreign currency transactions
(3)
(1)
(5)
(1)
Net realized gain (loss)
$75
$(1)
$147
$(1)
For the three and nine months September 30, 2026, the Company recorded net realized gain of $0.1 million and $0.1
million, respectively. The net realized gain for both the three and nine months ended September 30, 2026 was driven by the
partial realizations in 8 portfolio company borrowers and full realization in 1 portfolio company borrower. For both the
three and nine months September 30, 2025, the Company recorded net realized loss of $0.0 million, attributable to foreign
currency transactions.
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 188.1% and 173.0% as of September 30, 2026 and December 31, 2025,
respectively.
Cash Flows
For the nine months ended September 30, 2026, we experienced a net increase in cash in the amount of $20.1 million.
During that period, net cash provided by operating activities was $22.4 million. Our primary sources of cash from
operating activities for the nine months ended September 30, 2026, consisted of cash from net investment income and
proceeds from sales and principal repayments of investment securities of $154.0 million. Our primary uses of cash from
operating activities during the period consisted of purchases of investment securities of $177.1 million. In addition,
financing activities used net cash of $2.3 million, consisting primarily of net repayments under the Credit Facility (as
defined below) and Subscription Line (as defined below) of $30.6 million and proceeds from the issuance of Common
Stock of $36.9 million. At September 30, 2026, we had $47.7 million of cash on hand.
For the nine months ended September 30, 2025, we experienced a net increase in cash in the amount of $14.9 million.
During that period, our operating activities used $282.1 million in cash, consisting primarily of purchases of investment
securities of $432.1 million, which was partially offset by proceeds from sales and principal repayments of investment
securities of $137.6 million. In addition, financing activities provided net cash of $297.0 million, consisting primarily of
net borrowings under the Credit Facility and Subscription Line of $230.4 million and proceeds from the issuance of
Common Stock of $85.0 million. At September 30, 2025, we had $23.0 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. On
November 6, 2026, the Company entered into a Second Amendment to the Subscription Facility, which, among other
things, extended the maturity date from November 6, 2026 to January 6, 2027. 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
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.
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 nine months ended September 30, 2026, we declared distributions of $32.3 million, of which $11.3 million were
unpaid and included in distribution payable in our Consolidated Statements of Assets and Liabilities. During the nine
months ended September 30, 2025, we declared distributions of $12.8 million, of which $4.7 million was paid in cash.
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 securities are 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 rate specified in each applicable
agreement, are accrued and recorded as dividend income and added to the principal balance of the preferred equity security.
PIK dividends added to the principal balance are generally collected upon redemption of the equity. For the three and nine
months ended September 30, 2026, the Company recorded $0.08 million of PIK dividend income for both periods. As of
September 30, 2026, the Company held 2 investments in preferred 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 September 30, 2026 was as follows (amounts in thousands):
September 30, 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
$(43)
ACP Avenu Buyer, LLC
Revolver
October 2, 2029
1,601
(12)
AG Bells, LLC
Revolver
August 19, 2030
1,696
-
Ambient Enterprises Holdco, LLC
Delayed Draw Term Loan
November 26, 2027
-
Ambient Enterprises Holdco, LLC
Revolver
December 7, 2029
-
American Combustion Industries, LLC
Revolver
August 31, 2028
(3)
Amerspirit FL, LLC
Delayed Draw Term Loan
August 15, 2027
(8)
Ampler QSR Holdings, LLC
Revolver
August 19, 2030
2,451
-
Amylu Borrower Sub, LLC
Delayed Draw Term Loan
June 10, 2027
1,662
Amylu Borrower Sub, LLC
Revolver
June 10, 2031
2,508
-
Apex Service Partners, LLC
Revolver
October 24, 2029
1,736
-
Beacon Oral Specialists
Delayed Draw Term Loan
December 14, 2026
-
Bristol Hospice, LLC
Revolver
August 26, 2032
3,779
(22)
Cards Live Oak Holdings Inc.
Delayed Draw Term Loan
October 21, 2027
-
Cards Live Oak Holdings Inc.
Revolver
October 21, 2032
-
Cranetech USA Inc
Delayed Draw Term Loan
June 17, 2028
-
Cranetech USA Inc
Revolver
June 17, 2032
-
Cvausa Management, LLC
Revolver
May 22, 2028
1,111
-
Cvausa Management, LLC
Delayed Draw Term Loan
February 1, 2027
7,660
-
Del-Air Heating, Air Conditioning & Refrigeration, LLC
Revolver
February 4, 2031
1,988
(77)
Dentive Capital, LLC
Revolver
December 22, 2028
(1)
Dukes Root Control Inc.
Revolver
December 7, 2029
-
Durare Bidco LLC
Delayed Draw Term Loan
August 7, 2028
-
Durare Bidco LLC
Revolver
August 9, 2032
-
Elessent Clean Technologies Inc.
Revolver
November 15, 2029
1,711
-
Flexera Software LLC
Revolver
August 16, 2032
(1)
GC Waves Holdings, Inc.
Delayed Draw Term Loan
October 6, 2027
-
GMLx Buyer LLC
Delayed Draw Term Loan
December 31, 2027
13,317
-
GMLx Buyer LLC
Revolver
January 2, 2032
5,549
-
GRVTY, Inc.
Delayed Draw Term Loan
May 28, 2028
-
GRVTY, Inc.
Revolver
May 28, 2033
-
High Street Buyer, Inc.
Delayed Draw Term Loan
July 19, 2027
6,379
(51)
IFH Franchisee Holdings, LLC
Delayed Draw Term Loan
December 21, 2026
3,136
-
Mersino, Inc.
Delayed Draw Term Loan
April 15, 2028
-
Mersino, Inc.
Revolver
March 31, 2029
-
John C. Cassidy Air Conditioning & Plumbing Inc.
Delayed Draw Term Loan
January 23, 2028
(1)
September 30, 2026
Investments - non-controlled, non-affiliated
Commitment Type
Commitment
Expiration Date
Unfunded
Commitment
Fair Value
John C. Cassidy Air Conditioning & Plumbing Inc.
Revolver
July 24, 2031
$45
$(1)
KAMC Holdings, Inc.
Revolver
August 1, 2031
(1)
Key Container Borrower, LLC
Delayed Draw Term Loan
February 17, 2028
(1)
Key Container Borrower, LLC
Revolver
February 17, 2032
(1)
Legacy Precast Buyer
Delayed Draw Term Loan
December 16, 2027
5,157
-
Legacy Precast Buyer
Revolver
December 16, 2032
4,727
-
Lenticular Holdings, Inc.
Delayed Draw Term Loan
September 18, 2028
-
Neptune Platform Buyer, LLC
Delayed Draw Term Loan
July 26, 2027
-
NWP Acquisition Holdings, LLC
Delayed Draw Term Loan
August 13, 2027
-
NWP Acquisition Holdings, LLC
Revolver
November 21, 2030
4,208
-
Offen, Inc.
Revolver
July 23, 2029
3,178
-
Orthofeet, Inc
Revolver
July 30, 2030
1,524
(9)
Pathstone Family Office, LLC
Delayed Draw Term Loan
June 1, 2028
-
Pathstone Family Office, LLC
Revolver
May 15, 2028
1,048
-
Premier Forge Purchaser LLC
Revolver
June 29, 2032
(1)
Radwell Parent, LLC
Delayed Draw Term Loan
March 10, 2028
-
Radwell Parent, LLC
Revolver
April 1, 2030
-
Regent Surgical Health, LLC
Revolver
September 12, 2030
7,824
(102)
RKD Group, LLC
Delayed Draw Term Loan
May 19, 2027
2,225
(16)
RKD Group, LLC
Revolver
May 19, 2031
(7)
Royal Holdco Corporation
Revolver
December 30, 2030
(3)
RPX Corporation
Revolver
August 2, 2030
2,601
-
Salt Dental Collective, LLC
Revolver
February 15, 2028
-
Sandlot Baseball BorrowerCo, LLC
Delayed Draw Term Loan
September 6, 2027
-
Seahawk Buyer LLC
Delayed Draw Term Loan
November 1, 2027
-
Seahawk Buyer LLC
Revolver
May 1, 2032
-
Secretariat Advisors, LLC
Delayed Draw Term Loan
February 26, 2027
1,081
(13)
Stonebridge Companies, LLC
Delayed Draw Term Loan
May 16, 2027
1,327
Stonebridge Companies, LLC
Revolver
May 16, 2030
-
SV-AERO Holdings, LLC
Delayed Draw Term Loan
October 30, 2026
-
SV-AERO Holdings, LLC
Delayed Draw Term Loan
October 30, 2026
1,261
-
Systems Planning And Analysis, Inc.
Revolver
August 16, 2027
1,426
(4)
Systems Planning And Analysis, Inc.
Delayed Draw Term Loan
June 7, 2027
(2)
Together Womens Health, LLC
Delayed Draw Term Loan
August 26, 2027
10,905
-
Together Womens Health, LLC
Revolver
August 26, 2031
2,305
-
VestGen Wealth Partners Intermediary, LLC
Delayed Draw Term Loan
March 31, 2028
1,200
(24)
VestGen Wealth Partners Intermediary, LLC
Delayed Draw Term Loan
September 30, 2027
(19)
VRC Companies, LLC
Revolver
June 29, 2027
-
World Insurance Associates, LLC
Revolver
April 3, 2030
-
WRM Wastewater Merger Sub, Inc.
Delayed Draw Term Loan
May 19, 2027
-
$124,810
$(399)
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
-
Ambient Enterprises Holdco, LLC
Delayed Draw Term Loan
April 30, 2027
3,388
Ambient Enterprises Holdco, LLC
Revolver
December 7, 2029
-
American Combustion Industries, LLC
Delayed Draw Term Loan
June 15, 2026
3,376
(65)
American Combustion Industries, LLC
Revolver
August 31, 2028
(5)
Amerspirit FL, LLC
Delayed Draw Term Loan
August 15, 2027
(13)
December 31, 2025
Investments - non-controlled, non-affiliated
Commitment Type
Commitment
Expiration Date
Unfunded
Commitment
Fair Value
Ampler QSR Holdings, LLC
Revolver
August 19, 2030
$2,451
$(11)
Amylu Borrower Sub, LLC
Delayed Draw Term Loan
June 10, 2027
1,998
Amylu Borrower Sub, LLC
Revolver
June 10, 2031
2,508
-
Apex Service Partners, LLC
Delayed Draw Term Loan
April 29, 2027
-
Apex Service Partners, LLC
Revolver
October 24, 2029
1,885
-
Beacon Oral Specialists
Delayed Draw Term Loan
December 14, 2026
(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
(1)
Cards Live Oak Holdings INC
Revolver
October 21, 2032
-
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
(82)
Del-Air Heating, Air Conditioning & Refrigeration, LLC
Revolver
February 4, 2031
2,272
(45)
Dentive Capital, LLC
Revolver
December 22, 2028
(2)
Dermcare Management, LLC
Delayed Draw Term Loan
March 31, 2026
18,476
(112)
Dukes Root Control Inc.
Revolver
December 7, 2029
-
Durare Bidco LLC
Delayed Draw Term Loan
August 7, 2028
-
Durare Bidco LLC
Revolver
August 9, 2032
-
Elessent Clean Technologies Inc.
Revolver
November 15, 2029
1,711
-
Flexera Software LLC
Revolver
August 16, 2032
-
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
-
IFH Franchisee Holdings, LLC
Delayed Draw Term Loan
December 21, 2026
3,136
KAMC Holdings, Inc.
Revolver
August 1, 2031
-
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
-
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
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
Pathstone Family Office, LLC
Revolver
May 15, 2028
-
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
(2)
RPX Corporation
Revolver
August 2, 2030
2,601
-
Salt Dental Collective, LLC
Revolver
February 15, 2028
-
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
Stonebridge Companies, LLC
Revolver
May 16, 2030
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
-
December 31, 2025
Investments - non-controlled, non-affiliated
Commitment Type
Commitment
Expiration Date
Unfunded
Commitment
Fair Value
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
-
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 October 1, 2026, the Company sold approximately 67,131 shares of its Common Stock, for a price per share of $15.97
(with the final number of shares being determined on October 29, 2026), for an aggregate offering price of $1.1 million.
On October 26, 2026, the Company issued approximately 375,143 shares of its Common Stock pursuant to the Company's
DRIP in connection with the distribution paid to shareholders on October 26, 2026.
On November 6, 2026, the Company entered into a Second Amendment to the Subscription Facility, which, among other
things, extended the maturity date from November 6, 2026 to January 6, 2027.
Willow Tree Capital Corp published this content on November 12, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on November 12, 2026 at 22:17 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]