wt-20250331

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025


☐			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)


Maryland						93-2706372
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

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

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

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, 2025, the registrant had 18,030,278 shares of common stock, $0.01 par value per share, outstanding.

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		Page
Part I - Financial Information		1
Item 1.	Financial Statements	1
	Consolidated Statements of Assets and Liabilities as of March 31, 2025 (Unaudited) and December 31, 2024	1
	Consolidated Statements of Operations for the Three Months Ended March 31, 2025 (Unaudited)	2
	Consolidated Statements of Changes in Net Assets for the Three Months Ended March 31, 2025 (Unaudited)	3
	Consolidated Statement of Cash Flows for the Three Months Ended March 31, 2025 (Unaudited)	4
	Consolidated Schedule of Investments as of March 31, 2025 (Unaudited) and December 31, 2024	6
	Notes to Financial Statements	16
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	35
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	50
Item 4.	Controls and Procedures	51
Part II - Other Information		52
Item 1.	Legal Proceedings	52
Item 1A.	Risk Factors	52
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	52
Item 3.	Defaults Upon Senior Securities	52
Item 4.	Mine Safety Disclosures	52
Item 5.	Other Information	52
Item 6.	Exhibits	53
Signatures		54

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, 2024, 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 or conditions affecting the financial and capital markets;

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•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 conflict in the Middle East, 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.

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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)


ASSETS	As of March 31, 2025 (unaudited)		As of December 31, 2024
Investments, at fair value:
Non-controlled/non-affiliated investments (cost of $633,623 and $488,544 at March 31, 2025 and December 31, 2024, respectively)	$	637,395	$	490,462



Cash and cash equivalents	17,405		8,107
Receivable for investments sold	713		224
Dividends and interest receivable	3,948		3,052
Receivable from Adviser	460		460

Deferred financing costs	6,923		5,274
Prepaid expenses	272		390
Total assets	$	667,116	$	507,969

LIABILITIES
Borrowings	$	364,844	$	242,746
Loans sold under agreement to repurchase	—		11,641

Interest payable	5,437		2,850

Management fees payable	813		435
Incentive fees payable	805		—
Payable for investments purchased	776		13,657

Accrued expenses and other liabilities	1,460		1,150
Total liabilities	$	374,135	$	272,479

COMMITMENTS AND CONTINGENCIES – Note 7

NET ASSETS
Common stock, $0.01 par value, 200,000,000 shares authorized, 18,030,278 and 14,940,044 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively	$	180	$	149
Additional Paid in Capital	284,114		234,145
Distributable earnings (loss)	8,687		1,196
Total net assets	$	292,981	$	235,490
Total liabilities and net assets	$	667,116	$	507,969
NET ASSET VALUE PER SHARE	$	16.25	$	15.76

The accompanying notes are an integral part of these unaudited financial statements.

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WILLOW TREE CAPITAL CORPORATION

Consolidated Statement of Operations

(in thousands, except share and per share amounts)

(Unaudited)


	For the Three Months Ended March 31, 2025
Investment income:
From non-controlled/non-affiliated investments:
Interest income	$	14,449


Other income	184
Total investment income from non-controlled/non-affiliated investments	14,633













Total investment income	$	14,633

Expenses:
Interest and borrowing expenses	$	6,337

Professional fees	556
Management fees	726
Other general and administrative expenses	448

Incentive fees	805
Administration fees	124


Total expenses	8,996





Net investment income (loss)	$	5,637








Net change in unrealized appreciation (depreciation) on investments:
Non-controlled/non-affiliated investments	$	1,854



Net change in unrealized appreciation (depreciation)	1,854
Net increase (decrease) in net assets resulting from operations	$	7,491

Per share information - basic and diluted
Net investment income (loss) per share (basic and diluted)	$	0.37
Net increase (decrease) in net assets resulting from operations per share (basic and diluted)	$	0.50
Weighted average shares of common stock outstanding (basic and diluted)	15,077,388

The accompanying notes are an integral part of these unaudited financial statements.

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WILLOW TREE CAPITAL CORPORATION

Consolidated Statement of Changes in Net Assets

(in thousands, except share and per share amounts )

(Unaudited)


	For the Three Months Ended March 31, 2025

Net assets at beginning of period, January 1, 2025		$	235,490
Operations:
Net investment income (loss)		5,637

Net change in unrealized appreciation (depreciation) on investments		1,854
Net increase (decrease) in net assets resulting from operations		7,491

Capital Transactions:
Issuance of common stock		50,000


Net increase (decrease) in net assets from capital transactions		57,491
Net assets at end of period, March 31, 2025		$	292,981

The accompanying notes are an integral part of these unaudited financial statements.

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WILLOW TREE CAPITAL CORPORATION

Consolidated Statement of Cash Flows

(in thousands)

(Unaudited)


	For the Three Months Ended March 31, 2025
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations	$	7,491
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:

Purchases of investment securities	(155,996)
Proceeds from sales and principal repayments of investment securities	11,961
Net change in unrealized (appreciation) depreciation on investments	(1,854)
Accretion of discount on investments	(356)
Payment-in-kind interest income	(687)
Amortization of deferred debt issuance costs	391

Changes in operating assets and liabilities:
Dividends and interest receivable	(896)
Receivable for investments sold	(490)
Prepaid expenses	117
Accrued expenses and other liabilities	311
Incentive fees payable	805
Interest payable	2,587
Management fees payable	378
Payable for investments purchased	(12,881)
Net cash provided by (used in) operating activities	$	(149,119)

Cash flows from financing activities:

Proceeds from issuance of common stock	50,000
Proceeds from borrowing	223,320
Repayments of borrowing	(101,222)

Repayments of repurchase agreements	(11,641)
Deferred debt issuance costs paid	(2,040)
Net cash provided by (used in) financing activities	$	158,417
Net increase (decrease) in cash and cash equivalents	$	9,298
Cash and cash equivalents, beginning of period	8,107
Cash and cash equivalents, end of period	$	17,405

Supplemental Disclosure of Cash Flow Information

Cash paid during the period for interest	3,143

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The accompanying notes are an integral part of these unaudited financial statements.

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Willow Tree Capital Corporation Consolidated Schedule of Investments as of March 31, 2025 (in thousands) (Unaudited)
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
Bluehalo Global Holdings, LLC	(4)	Term Loan	SOFR + 6.00%	10.30%	11/8/2024	10/31/2025	27,637	$27,526	$27,637	9.43%
Bluehalo Global Holdings, LLC	(5),(9)	Revolver	SOFR + 6.00%	10.30%	11/8/2024	10/31/2025	100	$87	$88	0.03%
Neptune Platform Buyer, LLC	(4)	Term Loan	SOFR + 4.75%	9.05%	1/22/2025	1/19/2031	2,243	$2,243	$2,243	0.77%
Neptune Platform Buyer, LLC	(4)	Term Loan	SOFR + 4.75%	9.05%	11/8/2024	1/19/2031	8,434	$8,332	$8,434	2.88%
Neptune Platform Buyer, LLC	(5)	Delayed Draw Term Loan	—	1.00%	11/8/2024	1/19/2031	2,350	$(28)	$—	—%
Stellant Midco, LLC	(4)	Term Loan	SOFR + 5.75%	10.17%	11/8/2024	10/2/2028	5,067	$5,064	$5,028	1.72%
Stellant Midco, LLC	(4)	Term Loan	SOFR + 5.50%	9.94%	11/8/2024	10/2/2028	4,403	$4,401	$4,369	1.49%
SV-AERO Holdings, LLC	(4)	Term Loan	SOFR + 5.25%	9.55%	12/10/2024	11/1/2030	5,744	$5,717	$5,716	1.95%
SV-AERO Holdings, LLC	(5)	Delayed Draw Term Loan	—	1.00%	12/10/2024	10/30/2026	1,261	$—	$(6)	—%
Systems Planning And Analysis, Inc.	(4)	Term Loan	SOFR + 5.00%	9.28%	11/8/2024	8/16/2027	594	$591	$593	0.20%
Systems Planning And Analysis, Inc.	(5)	Revolver	SOFR + 5.00%	9.26%	11/8/2024	8/16/2027	3,128	$276	$288	0.10%
Systems Planning And Analysis, Inc.	(4),(9)	Delayed Draw Term Loan	SOFR + 5.00%	9.28%	11/8/2024	8/16/2027	556	$554	$556	0.19%
Systems Planning And Analysis, Inc.	(4),(5),(9)	Delayed Draw Term Loan	SOFR + 5.00%	9.29%	11/8/2024	10/29/2027	17,216	$15,556	$15,624	5.33%
								$70,319	$70,570	24.09%
Chemicals
USALCO, LLC	(4)	Term Loan	SOFR + 4.00%	8.30%	11/8/2024	9/30/2031	9,067	$9,022	$9,067	3.09%
USALCO, LLC	(5),(4)	Delayed Draw Term Loan	SOFR + 4.00%	8.30%	3/21/2025	9/30/2031	937	$—	$—	—%
								$9,022	$9,067	3.09%
Commercial Services & Suppliers
Ambient Enterprises Holdco, LLC	(4)	Term Loan	SOFR + 6.00%	10.05%	11/8/2024	6/28/2030	11,682	$11,563	$11,744	4.01%
Ambient Enterprises Holdco, LLC	(5)	Revolver	—	0.50%	11/8/2024	12/7/2029	685	$(10)	$4	—%
Ambient Enterprises Holdco, LLC	(4),(5)	Delayed Draw Term Loan	SOFR + 6.00%	10.30%	11/8/2024	6/28/2030	1,730	$86	$108	0.04%
American Combustion Industries, LLC	(4)	Term Loan	SOFR + 5.00%	9.42%	11/8/2024	8/31/2028	9,284	$9,145	$9,182	3.13%
American Combustion Industries, LLC	(5)	Revolver	SOFR + 5.00%	9.42%	11/8/2024	8/31/2028	1,415	$497	$503	0.17%
American Combustion Industries, LLC	(4),(5)	Delayed Draw Term Loan	SOFR + 5.00%	9.42%	11/8/2024	8/31/2028	3,191	$3,144	$3,156	1.08%
American Combustion Industries, LLC	(5)	Delayed Draw Term Loan	SOFR + 5.00%	9.42%	11/8/2024	8/31/2028	3,772	$323	$338	0.12%
ESCP DTFS Inc	(4)	Term Loan	SOFR + 5.50%	9.80%	11/8/2024	9/28/2029	32,835	$32,306	$32,709	11.16%
NWP Acquisition Holdings, LLC	(4)	Term Loan	SOFR + 6.00%	10.30%	11/21/2024	11/21/2030	26,933	$26,487	$26,633	9.09%
NWP Acquisition Holdings, LLC	(5)	Revolver	—	0.50%	11/21/2024	11/21/2030	5,000	$(82)	$(56)	(0.02)%
NWP Acquisition Holdings, LLC	(5)	Delayed Draw Term Loan	SOFR + 6.00%	10.30%	11/21/2024	11/21/2030	15,000	$5,876	$5,833	1.99%
TCF III Owl Buyer, LLC	(4)	Term Loan	SOFR + 5.50%	9.94%	11/8/2024	4/19/2026	2,835	$2,835	$2,835	0.97%
TCF III Owl Buyer, LLC	(4)	Delayed Draw Term Loan	SOFR + 5.50%	9.94%	11/8/2024	4/19/2026	2,095	$2,095	$2,095	0.72%
								$94,265	$95,084	32.45%
Construction & Engineering
Elessent Clean Technologies Inc.	(4)	Term Loan	SOFR + 6.00%	10.32%	11/20/2024	11/15/2029	12,311	$12,082	$12,217	4.17%
Elessent Clean Technologies Inc.	(5)	Revolver	—	0.50%	11/20/2024	11/15/2029	1,711	$(32)	$(13)	—%
Rogers Mechanical Contractors, LLC	(4)	Term Loan	SOFR + 5.75%	10.41%	11/8/2024	9/28/2028	457	$457	$462	0.16%

The accompanying notes are an integral part of these unaudited financial statements.

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Willow Tree Capital Corporation Consolidated Schedule of Investments as of March 31, 2025 (in thousands) (Unaudited)
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
Rogers Mechanical Contractors, LLC	(5)	Revolver	SOFR + 5.75%	10.41%	11/8/2024	9/28/2028	140	$—	$—	0.00%
Rogers Mechanical Contractors, LLC	(5)	Delayed Draw Term Loan	SOFR + 5.75%	11.07%	11/8/2024	9/28/2028	966	$227	$237	0.08%
								$12,734	$12,903	4.40%
Diversified Consumer Services
Apex Service Partners, LLC	(4)	Term Loan	SOFR + 5.00%	9.31%	11/8/2024	10/24/2030	27,716	$27,456	$27,710	9.46%
Apex Service Partners, LLC	(5),(9)	Revolver	SOFR + 5.00%	9.31%	11/8/2024	10/24/2029	2,555	$2,139	$2,163	0.74%
Apex Service Partners, LLC	(5),(9)	Delayed Draw Term Loan	SOFR + 5.00%	9.31%	11/8/2024	10/24/2030	10,397	$6,606	$6,653	2.27%
Apex Service Partners, LLC	(4)	Delayed Draw Term Loan	SOFR + 5.00%	9.31%	9/24/2024	10/24/2030	6,597	$6,535	$6,595	2.25%
Del-Air Heating, Air Conditioning & Refrigeration, LLC	(4)	Term Loan	SOFR + 5.50%	9.82%	2/4/2025	2/4/2031	12,070	$11,835	$11,829	4.04%
Del-Air Heating, Air Conditioning & Refrigeration, LLC	(9)	Revolver	P + 4.50%	10.55%	2/12/2025	2/4/2031	4,260	$1,621	$1,619	0.55%
Del-Air Heating, Air Conditioning & Refrigeration, LLC	(5)	Delayed Draw Term Loan	SOFR + 5.50%	9.80%	2/4/2025	2/4/2031	11,360	$7,090	$7,084	2.42%
IFH Franchisee Holdings, LLC	(4)	Term Loan	SOFR + 5.75%	10.08%	1/10/2025	12/20/2029	13,854	$13,655	$13,679	4.67%
IFH Franchisee Holdings, LLC	(5)	Delayed Draw Term Loan	—	1.00%	1/10/2025	12/20/2029	3,136	$(22)	$(40)	(0.01)%
								$76,915	$77,292	26.38%
Financial Services
Electronic Merchant Systems, LLC	(4)	Term Loan	SOFR + 4.75%	9.07%	11/18/2024	8/1/2030	9,918	$9,826	$9,869	3.37%
GC Waves Holdings, Inc.	(4)	Term Loan	SOFR + 4.75%	9.17%	12/31/2024	10/4/2030	3,636	$3,670	$3,673	1.25%
GC Waves Holdings, Inc.	(5),(9)	Delayed Draw Term Loan	SOFR + 4.75%	9.11%	11/8/2024	10/4/2030	11,511	$3,720	$3,945	1.35%
Pathstone Family Office, LLC	(4)	Term Loan	SOFR + 5.00%	9.42%	11/8/2024	5/15/2029	15,786	$15,698	$15,754	5.38%
Pathstone Family Office, LLC	(4)	Term Loan	SOFR + 5.00%	9.42%	11/26/2024	5/15/2029	287	$285	$286	0.10%
Pathstone Family Office, LLC	(5)	Revolver	—	0.50%	11/8/2024	5/15/2028	1,048	$(6)	$(2)	-0.00%
Pathstone Family Office, LLC	(5)	Delayed Draw Term Loan	SOFR + 5.00%	9.32%	11/8/2024	5/15/2029	5,439	$68	$88	0.03%
RPX Corporation	(4)	Term Loan	SOFR + 5.25%	9.56%	11/8/2024	8/2/2030	20,388	$20,194	$20,443	6.98%
RPX Corporation	(5)	Revolver	—	0.50%	11/8/2024	10/23/2025	2,601	$(15)	$—	0.00%
Wealth Enhancement Group, LLC	(4),(9)	Delayed Draw Term Loan	SOFR + 5.00%	9.30%	11/8/2024	10/2/2028	6,946	$6,946	$6,946	2.37%
Wealth Enhancement Group, LLC	(4)	Delayed Draw Term Loan	SOFR + 5.00%	9.30%	11/8/2024	10/2/2028	2,781	$2,781	$2,781	0.95%
Wealth Enhancement Group, LLC	(4),(9)	Delayed Draw Term Loan	SOFR + 5.00%	9.30%	11/8/2024	10/2/2028	3,735	$3,735	$3,735	1.27%
								$66,902	$67,518	23.05%
Health Care Equipment & Supplies
HLSG Intermediate, LLC	(4)	Term Loan	SOFR + 5.50%	9.94%	11/8/2024	3/31/2029	1,981	$1,982	$1,981	0.68%
HLSG Intermediate, LLC	(4)	Term Loan	SOFR + 5.50%	9.94%	3/14/2025	3/31/2029	1,648	$1,623	$1,648	0.56%
HLSG Intermediate, LLC	(4)	Term Loan	SOFR + 5.50%	9.94%	11/8/2024	3/31/2029	4,861	$4,808	$4,861	1.66%
HLSG Intermediate, LLC	(5)	Revolver	SOFR + 5.50%	9.94%	11/8/2024	3/31/2029	1,226	$219	$236	0.08%
HLSG Intermediate, LLC	(5)	Delayed Draw Term Loan	—	1.00%	3/14/2025	3/31/2029	2,779	$(41)	$—	0.00%
HLSG Intermediate, LLC	(4)	Delayed Draw Term Loan	SOFR + 5.50%	9.94%	11/8/2024	3/31/2029	2,965	$2,922	$2,965	1.01%
HLSG Intermediate, LLC	(4)	Delayed Draw Term Loan	SOFR + 5.50%	9.94%	11/8/2024	3/31/2029	34	$34	$34	0.01%
								$11,547	$11,725	4.00%
Health Care Providers & Services

The accompanying notes are an integral part of these unaudited financial statements.

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Willow Tree Capital Corporation Consolidated Schedule of Investments as of March 31, 2025 (in thousands) (Unaudited)
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
Beacon Oral Specialists	(4),(5),(9)	Delayed Draw Term Loan	SOFR + 6.00%	10.34%	11/8/2024	12/14/2026	4,994	$1,285	$1,309	0.45%
Cvausa Management, LLC	(4)	Term Loan	SOFR + 5.25%	9.57%	1/14/2025	5/22/2029	10,157	$10,108	$10,258	3.50%
Cvausa Management, LLC	(5)	Revolver	—	0.50%	1/14/2025	5/22/2028	1,111	$(5)	$—	0.00%
Cvausa Management, LLC	0	Delayed Draw Term Loan	SOFR + 5.25%	9.57%	1/14/2025	5/22/2029	1,435	$1,428	$1,449	0.49%
Cvausa Management, LLC	0	Delayed Draw Term Loan	SOFR + 5.25%	9.57%	1/14/2025	5/22/2029	3,428	$3,412	$3,462	1.18%
Dentive Capital, LLC	(4)	Term Loan	SOFR + 6.75%	11.05%	11/8/2024	12/23/2028	2,217	$2,200	$2,201	0.75%
Dentive Capital, LLC	(4)	Term Loan	SOFR + 6.75%	11.05%	11/8/2024	5/27/2027	1,909	$1,895	$1,895	0.65%
Dentive Capital, LLC	(5),(9)	Revolver	SOFR + 6.75%	11.05%	11/8/2024	5/27/2027	100	$79	$79	0.03%
Dentive Capital, LLC	(4)	Delayed Draw Term Loan	SOFR + 6.75%	11.05%	11/8/2024	12/23/2028	224	$222	$223	0.08%
Dentive Capital, LLC	(4),(5)	Delayed Draw Term Loan	SOFR + 6.75%	11.05%	11/8/2024	12/23/2028	2,125	$1,146	$1,147	0.39%
Dermcare Holdings, LLC	(6)	Term Loan	17.00%	17.00%	11/8/2024	10/16/2029	609	$602	$618	0.21%
Dermcare Management, LLC	(4),(5)	Delayed Draw Term Loan	—	1.00%	3/31/2025	4/21/2028	24,800	$(496)	$(496)	(0.17)%
Dermcare Management, LLC	(4),(5)	Delayed Draw Term Loan	SOFR + 5.75%	10.17%	11/8/2024	4/21/2028	14,684	$12,759	$12,759	4.35%
LCM SDC Holdings, LLC	(6)	Term Loan	SOFR + 13.25%	17.67%	11/8/2024	2/15/2029	1,395	$1,381	$1,395	0.48%
LCM SDC Holdings, LLC	(6)	Term Loan	SOFR + 13.25%	17.67%	11/8/2024	2/15/2029	604	$598	$604	0.21%
LCM SDC Holdings, LLC	(6)	Term Loan	SOFR + 13.25%	17.67%	11/8/2024	2/15/2029	3,880	$3,840	$3,880	1.32%
LCM SDC Holdings, LLC	(6)	Term Loan	SOFR + 13.25%	17.67%	11/8/2024	2/15/2029	8,751	$8,662	$8,751	2.99%
OPCO Borrower, LLC	(4)	Term Loan	L + 6.00%	10.30%	11/8/2024	8/19/2027	17,969	$17,833	$17,969	6.13%
Salt Dental Collective, LLC	(4)	Term Loan	SOFR + 6.75%	11.17%	11/8/2024	2/15/2028	6,371	$6,386	$6,371	2.17%
Salt Dental Collective, LLC	(4)	Term Loan	SOFR + 6.75%	11.17%	11/8/2024	2/15/2028	3,684	$3,693	$3,684	1.26%
Salt Dental Collective, LLC	(4)	Term Loan	SOFR + 6.75%	11.17%	11/8/2024	2/15/2028	1,552	$1,556	$1,552	0.53%
Salt Dental Collective, LLC	(4)	Term Loan	SOFR + 6.75%	11.17%	11/8/2024	2/15/2028	1,688	$1,692	$1,688	0.58%
Salt Dental Collective, LLC	(4)	Term Loan	SOFR + 6.75%	11.17%	11/8/2024	2/15/2028	7,480	$7,498	$7,480	2.55%
Salt Dental Collective, LLC	(4)	Term Loan	SOFR + 6.75%	11.17%	11/8/2024	2/15/2028	3,739	$3,748	$3,739	1.28%
Salt Dental Collective, LLC	0	Term Loan	SOFR + 6.75%	11.17%	11/8/2024	2/15/2028	3,587	$3,596	$3,587	1.22%
Salt Dental Collective, LLC	(5)	Revolver	SOFR + 6.75%	11.17%	11/8/2024	2/15/2028	933	$834	$832	0.28%
Salt Dental Collective, LLC	(4)	Delayed Draw Term Loan	SOFR + 6.75%	11.17%	11/8/2024	2/15/2028	7,612	$7,631	$7,612	2.60%
								$103,583	$104,048	35.51%
Hotels, Restaurants & Leisure
Ampler QSR Holdings, LLC	(4)	Term Loan	SOFR + 5.75%	10.17%	1/15/2025	7/21/2027	209	$205	$209	0.07%
Ampler QSR Holdings, LLC	(4)	Term Loan	SOFR + 5.75%	10.17%	11/8/2024	7/21/2027	1,076	$1,080	$1,076	0.37%
								$1,285	$1,285	0.44%
Insurance
Accession Risk Management Group, Inc.	(4),(9)	Term Loan	SOFR + 4.75%	9.04%	11/8/2024	11/1/2029	20,713	$20,761	$20,796	7.10%
Accession Risk Management Group, Inc.	(5)	Revolver	SOFR + 4.75%	9.06%	11/8/2024	11/1/2029	1,858	$4	$—	0.00%
Accession Risk Management Group, Inc.	(4),(9)	Delayed Draw Term Loan	SOFR + 4.75%	9.04%	11/8/2024	11/1/2029	2,487	$2,493	$2,497	0.85%
Accession Risk Management Group, Inc.	(5),(9)	Delayed Draw Term Loan	SOFR + 4.75%	9.05%	11/8/2024	11/1/2029	10,938	$3,155	$3,171	1.08%
Accession Risk Management Group, Inc.	(4),(9)	Delayed Draw Term Loan	SOFR + 4.75%	9.05%	11/8/2024	11/1/2029	8,001	$8,019	$8,032	2.74%

The accompanying notes are an integral part of these unaudited financial statements.

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Willow Tree Capital Corporation Consolidated Schedule of Investments as of March 31, 2025 (in thousands) (Unaudited)
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
Higginbotham Insurance Agency, Inc.	(4)	Term Loan	SOFR + 4.50%	8.82%	11/8/2024	11/24/2028	17,895	$17,771	$17,897	6.11%
Peter C. Foy & Associates Insurance Services, LLC	(4)	Term Loan	SOFR + 5.50%	9.81%	11/8/2024	11/1/2028	859	$856	$859	0.29%
Peter C. Foy & Associates Insurance Services, LLC	(5)	Revolver	—	0.50%	11/8/2024	11/1/2027	100	$—	$—	0.00%
Peter C. Foy & Associates Insurance Services, LLC	(4)	Delayed Draw Term Loan	SOFR + 5.50%	9.82%	11/8/2024	11/1/2028	2,241	$2,234	$2,241	0.76%
Peter C. Foy & Associates Insurance Services, LLC	(4)	Delayed Draw Term Loan	SOFR + 5.50%	9.82%	11/8/2024	11/1/2028	511	$510	$511	0.17%
Peter C. Foy & Associates Insurance Services, LLC	(4)	Delayed Draw Term Loan	SOFR + 5.50%	9.82%	11/8/2024	11/1/2028	1,220	$1,216	$1,220	0.42%
World Insurance Associates, LLC	(4)	Term Loan	SOFR + 5.00%	9.30%	2/14/2025	4/3/2030	39,937	$39,937	$39,937	13.63%
World Insurance Associates, LLC	(4)	Term Loan	SOFR + 6.00%	9.30%	11/8/2024	4/3/2030	4,804	$4,804	$4,804	1.64%
World Insurance Associates, LLC	(5)	Revolver	SOFR + 5.00%	9.30%	2/14/2025	4/3/2030	1,027	$—	$—	0.00%
World Insurance Associates, LLC	(5)	Revolver	SOFR + 5.00%	9.30%	11/8/2024	4/3/2028	100	$—	$—	0.00%
								$101,760	$101,965	34.80%
Multi-Utilities
Dukes Root Control Inc.	(4)	Term Loan	SOFR + 6.50%	10.96%	11/8/2024	6/30/2025	5,719	$5,719	$5,719	1.95%
Dukes Root Control Inc.	(5),(9)	Revolver	SOFR + 6.50%	10.91%	11/8/2024	6/30/2025	100	$48	$48	0.02%
Dukes Root Control Inc.	(4),(9)	Delayed Draw Term Loan	SOFR + 6.50%	10.96%	11/8/2024	10/8/2030	92	$92	$92	0.03%
								$5,859	$5,859	2.00%
Professional Services
RKD Group, LLC	(4)	Term Loan	SOFR + 6.00%	10.42%	11/8/2024	8/17/2028	6,903	$6,903	$6,903	2.36%
RKD Group, LLC	(4),(5)	Delayed Draw Term Loan	SOFR + 6.00%	10.42%	11/8/2024	8/17/2028	2,125	$1,607	$1,606	0.55%
Royal Holdco Corporation	(4)	Term Loan	SOFR + 4.50%	8.79%	3/12/2025	12/30/2030	1,899	$1,880	$1,880	0.64%
Royal Holdco Corporation	(4)	Term Loan	SOFR + 4.75%	9.14%	12/31/2024	12/30/2027	828	$816	$819	0.28%
Royal Holdco Corporation	(5)	Revolver	—	0.25%	3/13/2025	12/30/2026	1,345	$(13)	$(13)	-0.00%
Royal Holdco Corporation	(5)	Delayed Draw Term Loan	—	0.50%	3/12/2025	12/30/2030	6,008	$(60)	$(60)	(0.02)%
Secretariat Advisors, LLC	(4)	Term Loan	SOFR + 4.00%	8.31%	2/24/2025	2/24/2032	4,796	$4,772	$4,772	1.63%
VRC Companies, LLC	(4)	Term Loan	SOFR + 5.50%	10.05%	11/8/2024	6/29/2027	1,893	$1,879	$1,893	0.65%
VRC Companies, LLC	(4)	Term Loan	SOFR + 5.75%	10.07%	11/8/2024	6/29/2027	2,939	$2,933	$2,939	1.00%
VRC Companies, LLC	(5)	Revolver	—	0.50%	11/8/2024	6/29/2027	100	$(1)	$—	0.00%
VRC Companies, LLC	(5),(4)	Delayed Draw Term Loan	SOFR + 5.25%	9.55%	11/19/2024	6/29/2027	20,479	$16,676	$16,907	5.77%
VRC Companies, LLC	0	Delayed Draw Term Loan	SOFR + 5.75%	10.07%	11/8/2024	6/29/2027	497	$496	$497	0.17%
								$37,888	$38,143	13.02%
Software
GraphPAD Software, LLC	(4)	Term Loan	SOFR + 4.75%	9.05%	11/8/2024	6/30/2031	13,768	$13,706	$13,906	4.75%
GraphPAD Software, LLC	(5)	Revolver	—	0.50%	11/8/2024	6/30/2031	1,297	$(6)	$—	0.00%
GraphPAD Software, LLC	(5)	Delayed Draw Term Loan	SOFR + 4.75%	9.05%	11/8/2024	6/30/2031	3,458	$329	$379	0.13%
Superjet Buyer, LLC	(4)	Term Loan	SOFR + 5.50%	10.06%	11/8/2024	12/30/2027	5,918	$5,871	$5,918	2.02%
Superjet Buyer, LLC	(4)	Term Loan	SOFR + 5.50%	9.80%	11/8/2024	12/30/2027	5,005	$4,964	$5,005	1.71%
Superjet Buyer, LLC	(4),(5)	Delayed Draw Term Loan	SOFR + 5.50%	9.80%	11/8/2024	12/30/2027	5,156	$704	$743	0.25%
								$25,568	$25,951	8.86%

The accompanying notes are an integral part of these unaudited financial statements.

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Willow Tree Capital Corporation Consolidated Schedule of Investments as of March 31, 2025 (in thousands) (Unaudited)
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
Specialty Distribution
SPI, LLC	(4)	Term Loan	SOFR + 4.50%	8.95%	3/3/2025	12/21/2027	658	$655	$655	0.22%
								$655	$655	0.22%
Specialty Retail
Lash Opco, LLC	(4)	Term Loan	L + 7.00%	11.39%	11/8/2024	3/18/2026	2,660	$2,590	$2,551	0.87%
Orthofeet, Inc	(4)	Term Loan	SOFR + 5.50%	9.73%	11/8/2024	7/30/2030	12,978	$12,757	$12,800	4.37%
Orthofeet, Inc	(5)	Revolver	—	0.50%	11/8/2024	7/30/2030	1,524	$(26)	$(21)	(0.01)%
								$15,321	$15,330	5.23%

Total Private Debt - United States								$633,623	$637,395	217.56%
Total Private Debt - non-controlled/non-affiliated								$633,623	$637,395	217.56%

(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. The total par amount is presented for loan investments. Each of the Company’s investments is pledged as collateral, under one or more of its credit facilities unless otherwise indicated.

(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"), or an alternate base rate (commonly based on the Federal Funds Rate ("F") or the U.S. Prime Rate ("P")), which generally resets periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of March 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 (“U.S. GAAP”).

(4)These loan investments are pledged as collateral under the Company's credit facilities. A single investment may be divided into parts that are individually pledged as collateral to separate credit facilities. Any other loan investments listed above are pledged to financing facilities and are not available to satisfy the creditors of the Company.

(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, investment is valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by the Adviser, as the Company’s valuation designee, in accordance with the Company’s valuation policy. See Note 2. Summary of Significant Accounting Policies and Note 5. Fair Value of Investments 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, 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 March 31, 2025.

The accompanying notes are an integral part of these unaudited financial statements.

Table of Contents


WILLOW TREE CAPITAL CORPORATION Consolidated Schedule of Investments as of December 31, 2024 (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
Bluehalo Global Holdings, LLC	(4) (9)	Term Loan	SOFR + 6.00%	10.36%	11/8/2024	10/31/2025	23,838	$23,703	$23,839	10.11%
Bluehalo Global Holdings, LLC	(5) (9)	Revolver	SOFR + 6.00%	10.40%	11/8/2024	10/31/2025	100	$87	$88	0.04%
Neptune Platform Buyer LLC	(4)	Term Loan	SOFR + 5.25%	9.58%	11/8/2024	1/19/2031	9,026	$8,914	$9,026	3.83%
Neptune Platform Buyer LLC	(5)	Delayed Draw Term Loan	—	1.00%	11/8/2024	1/19/2031	2,350	$(30)	$—	—%
Stellant Midco, LLC	(4)	Term Loan	P + 4.75%	10.79%	11/8/2024	10/1/2028	5,080	$5,077	$5,034	2.14%
Stellant Midco, LLC	(4)	Term Loan	P + 4.50%	10.49%	11/8/2024	10/1/2028	4,415	$4,412	$4,375	1.86%
SV-AERO Holdings, LLC	(4)	Term Loan	SOFR + 5.25%	9.58%	12/10/2024	11/1/2030	5,781	$5,752	$5,752	2.44%
SV-AERO Holdings, LLC	(5)	Delayed Draw Term Loan	—	1.00%	12/10/2024	10/30/2026	1,261	$—	$(6)	—%
Systems Planning And Analysis, Inc.	(4)	Delayed Draw Term Loan	SOFR + 5.00%	9.28%	11/8/2024	8/16/2027	556	$554	$555	0.24%
Systems Planning And Analysis, Inc.	(4)	Term Loan	SOFR + 5.00%	9.28%	11/8/2024	8/16/2027	595	$592	$594	0.25%
Systems Planning And Analysis, Inc.	(5)	Revolver	—	0.50%	11/8/2024	8/16/2027	3,128	$(15)	$(6)	—%
Systems Planning And Analysis, Inc.	(4) (5)	Delayed Draw Term Loan	SOFR + 5.00%	9.28%	11/8/2024	10/29/2027	17,224	$395	$446	0.19%
								$49,441	$49,697	21.10%
Business Services
Ambient Enterprises Holdco LLC	(4)	Term Loan	SOFR + 6.00%	10.08%	11/8/2024	6/28/2030	11,691	$11,567	$11,670	4.96%
Ambient Enterprises Holdco LLC	(4) (5)	Delayed Draw Term Loan	SOFR + 6.00%	10.08%	11/8/2024	6/28/2030	1,730	$86	$96	0.04%
Ambient Enterprises Holdco LLC	(5)	Revolver	—	0.50%	11/8/2024	12/7/2029	685	$(10)	$(1)	—%
RKD Group, LLC	(4)	Term Loan	SOFR + 6.00%	10.48%	11/8/2024	8/17/2028	6,920	$6,920	$6,920	2.94%
RKD Group, LLC	(4) (5)	Delayed Draw Term Loan	SOFR + 6.00%	10.46%	11/8/2024	8/17/2028	2,129	$1,610	$1,610	0.68%
Royal Holdco Corporation	(4)	Term Loan	SOFR + 4.75%	9.23%	12/31/2024	12/30/2027	828	$815	$815	0.34%
VRC Companies, LLC	(4)	Term Loan	SOFR + 5.50%	10.09%	11/8/2024	6/29/2027	1,898	$1,882	$1,898	0.80%
VRC Companies, LLC	(4)	Term Loan	SOFR + 5.75%	10.27%	11/8/2024	6/29/2027	2,946	$2,940	$2,946	1.25%
VRC Companies, LLC	(9)	Delayed Draw Term Loan	SOFR + 5.75%	10.30%	11/8/2024	6/29/2027	498	$497	$498	0.21%
VRC Companies, LLC	(5)	Revolver	—	0.50%	11/8/2024	6/29/2027	100	$(1)	$—	—%
VRC Companies, LLC	(5)	Delayed Draw Term Loan	SOFR + 5.25%	9.65%	11/19/2024	6/29/2027	20,483	$1,613	$1,837	0.78%
								$27,919	$28,289	12.00%
Commercial Services & Suppliers
American Combustion Industries, LLC	(4)	Term Loan	SOFR + 5.10%	9.46%	11/8/2024	8/31/2028	9,307	$9,158	$9,183	3.90%
American Combustion Industries, LLC	(4) (5)	Delayed Draw Term Loan	SOFR + 5.00%	9.46%	11/8/2024	8/31/2028	3,195	$2,955	$2,964	1.26%
American Combustion Industries, LLC	(5)	Delayed Draw Term Loan	—	1.00%	11/8/2024	8/31/2028	3,772	$(75)	$(65)	(0.03)%
American Combustion Industries, LLC	(5)	Revolver	SOFR + 5.10%	9.46%	11/8/2024	8/31/2028	1,415	$213	$217	0.09%
ESCP DTFS Inc	(4)	Term Loan	SOFR + 5.50%	10.09%	11/8/2024	9/28/2029	32,918	$32,359	$32,407	13.76%
NWP Acquisition Holdings, LLC	(4)	Term Loan	SOFR + 6.00%	10.33%	11/21/2024	11/21/2030	27,000	$26,535	$26,528	11.26%
NWP Acquisition Holdings, LLC	(5)	Delayed Draw Term Loan	—	1.00%	11/21/2024	11/21/2030	15,000	$(131)	$(263)	(0.11)%
NWP Acquisition Holdings, LLC	(5)	Revolver	—	0.50%	11/21/2024	11/21/2030	5,000	$(88)	$(88)	(0.04)%
TCF III Owl Buyer LLC	(4)	Delayed Draw Term Loan	SOFR + 5.50%	9.96%	11/8/2024	4/19/2026	2,100	$2,100	$2,100	0.89%

The accompanying notes are an integral part of these unaudited financial statements.

Table of Contents


WILLOW TREE CAPITAL CORPORATION Consolidated Schedule of Investments as of December 31, 2024 (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
TCF III Owl Buyer LLC	(4)	Term Loan	SOFR + 5.50%	9.96%	11/8/2024	4/19/2026	2,843	$2,843	$2,843	1.21%
								$75,869	$75,826	32.19%
Consumer Products
Lash Opco, LLC	(4)	Term Loan	SOFR + 2.65%	7.84%	11/8/2024	3/18/2026	2,626	$2,538	$2,538	1.08%
Orthofeet, Inc	(4)	Term Loan	P + 5.50%	10.59%	11/8/2024	7/30/2030	13,010	$12,779	$12,801	5.44%
Orthofeet, Inc	(5)	Revolver	—	0.50%	11/8/2024	7/30/2030	1,524	$(27)	$(25)	(0.01)%
								$15,290	$15,314	6.51%
Consumer Services
IFH Franchisee Holdings, LLC	(4)	Delayed Draw Term Loan	SOFR + 5.75%	10.12%	1/10/2025	5/21/2025	13,888	$13,680	$13,680	5.81%
IFH Franchisee Holdings, LLC	(5)	Delayed Draw Term Loan	—	4.48%	1/10/2025	3/31/2025	3,136	$(24)	$(24)	(0.01)%
								$13,656	$13,656	5.80%
Diversified Financial Services
Pathstone Family Office LLC	(4)	Term Loan	SOFR + 5.00%	9.46%	11/8/2024	5/15/2029	16,113	$16,019	$16,038	6.81%
Pathstone Family Office LLC	(5)	Revolver	—	—	11/8/2024	5/15/2028	1,048	$(6)	$(5)	—%
Pathstone Family Office LLC	(5)	Delayed Draw Term Loan	SOFR + 5.00%	9.46%	11/8/2024	5/15/2029	5,440	$68	$74	0.03%
RPX Corporation	(4)	Term Loan	SOFR + 5.50%	10.02%	11/8/2024	8/2/2030	20,439	$20,236	$20,431	8.68%
RPX Corporation	(5)	Revolver	—	0.50%	11/8/2024	10/23/2025	2,601	$(22)	$(1)	—%
								$36,295	$36,537	15.52%
Financial Services
Electronic Merchant Systems, LLC	(4) (9)	Term Loan	SOFR + 3.75% - 4.75%	9.34%	11/18/2024	8/1/2030	9,943	$9,846	$9,824	4.17%
GC Waves Holdings, Inc.	(4)	Term Loan	SOFR + 4.75%	9.21%	11/8/2024	8/10/2029	3,613	$3,648	$3,650	1.55%
GC Waves Holdings, Inc.	(9)	Term Loan	SOFR + 4.75%	9.21%	12/31/2024	10/4/2030	32	$32	$32	0.01%
GC Waves Holdings, Inc.	(5)	Delayed Draw Term Loan	SOFR + 4.75%	9.21%	11/8/2024	10/4/2030	11,516	$1,273	$1,496	0.64%
Wealth Enhancement Group, LLC	(4) (9)	Delayed Draw Term Loan	SOFR + 5.00%	9.58%	11/8/2024	10/2/2028	2,795	$2,795	$2,806	1.19%
Wealth Enhancement Group, LLC	(4) (9)	Delayed Draw Term Loan	SOFR + 5.00%	9.56%	11/8/2024	10/2/2028	6,964	$6,964	$6,991	2.97%
Wealth Enhancement Group, LLC	(4) (9)	Delayed Draw Term Loan	SOFR + 5.00%	9.55%	11/8/2024	10/2/2028	3,745	$3,745	$3,759	1.60%
								$28,303	$28,558	12.13%
Health Care Equipment & Supplies
HLSG Intermediate, LLC	(4)	Delayed Draw Term Loan	SOFR + 6.25%	10.72%	11/8/2024	3/31/2028	35	$35	$35	0.01%
HLSG Intermediate, LLC	(4)	Delayed Draw Term Loan	SOFR + 6.25%	10.72%	11/8/2024	3/31/2028	65	$65	$65	0.03%
HLSG Intermediate, LLC	(4)	Term Loan	SOFR + 6.25%	10.72%	11/8/2024	3/31/2028	1,986	$1,986	$1,986	0.84%
HLSG Intermediate, LLC	(4)	Term Loan	SOFR + 6.25%	10.72%	11/8/2024	3/31/2028	1,280	$1,280	$1,280	0.54%
HLSG Intermediate, LLC	(5)	Revolver	SOFR + 6.25%	10.72%	11/8/2024	3/31/2028	100	$73	$73	0.03%
								$3,439	$3,439	1.45%
Health Care Providers & Services
Beacon Oral Specialists	(4) (5) (9)	Delayed Draw Term Loan	SOFR + 6.00%	10.36%	11/8/2024	12/14/2026	4,997	$1,219	$1,230	0.52%
Dentive Capital, LLC	(4)	Delayed Draw Term Loan	SOFR + 6.75%	11.35%	11/8/2024	12/23/2028	225	$223	$223	0.09%

The accompanying notes are an integral part of these unaudited financial statements.

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WILLOW TREE CAPITAL CORPORATION Consolidated Schedule of Investments as of December 31, 2024 (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
Dentive Capital, LLC	(4)	Term Loan	SOFR + 6.75%	11.35%	11/8/2024	12/23/2028	2,217	$2,199	$2,202	0.94%
Dentive Capital, LLC	(4)	Term Loan	SOFR + 6.75%	11.35%	11/8/2024	5/27/2027	1,909	$1,893	$1,896	0.81%
Dentive Capital, LLC	(4) (5) (9)	Delayed Draw Term Loan	SOFR + 6.75%	11.35%	11/8/2024	12/23/2028	2,128	$1,147	$1,151	0.49%
Dentive Capital, LLC	(5)	Revolver	SOFR + 6.75%	11.35%	11/8/2024	5/27/2027	100	$49	$49	0.02%
Dermcare Holdings, LLC	(6)	Term Loan	SOFR + 17.00%	17.00%	11/8/2024	10/16/2029	585	$577	$588	0.25%
Dermcare Management, LLC	(4) (5)	Delayed Draw Term Loan	SOFR + 5.75%	10.42%	11/8/2024	4/21/2028	14,704	$10,936	$10,936	4.64%
LCM SDC Holdings, LLC	(6)	Term Loan	SOFR + 13.25%	17.92%	11/8/2024	2/15/2029	3,713	$3,671	$3,685	1.56%
LCM SDC Holdings, LLC	(6)	Term Loan	P + 13.25%	17.92%	11/8/2024	2/15/2029	8,375	$8,281	$8,312	3.53%
LCM SDC Holdings, LLC	(6)	Term Loan	SOFR + 13.25%	17.92%	11/8/2024	2/15/2029	1,335	$1,320	$1,325	0.56%
LCM SDC Holdings, LLC	(6)	Term Loan	SOFR + 13.25%	17.92%	11/8/2024	2/15/2029	578	$572	$574	0.24%
OPCO Borrower, LLC	(4)	Term Loan	SOFR + 6.00%	10.62%	11/8/2024	8/19/2027	18,264	$18,111	$18,191	7.72%
Salt Dental Collective, LLC	(4)	Term Loan	SOFR + 6.75%	11.42%	11/8/2024	2/15/2028	6,387	$6,403	$6,387	2.71%
Salt Dental Collective, LLC		Term Loan	SOFR + 6.75%	11.42%	11/8/2024	2/15/2028	3,596	$3,605	$3,596	1.53%
Salt Dental Collective, LLC	(4)	Delayed Draw Term Loan	SOFR + 6.75%	11.42%	11/8/2024	2/15/2028	7,631	$7,651	$7,631	3.24%
Salt Dental Collective, LLC	(4)	Term Loan	SOFR + 6.75%	11.42%	11/8/2024	2/15/2028	3,694	$3,703	$3,694	1.57%
Salt Dental Collective, LLC	(4)	Term Loan	SOFR + 6.75%	11.42%	11/8/2024	2/15/2028	1,556	$1,560	$1,556	0.66%
Salt Dental Collective, LLC	(4)	Term Loan	SOFR + 6.75%	11.42%	11/8/2024	2/15/2028	1,692	$1,696	$1,692	0.72%
Salt Dental Collective, LLC	(4)	Term Loan	SOFR + 6.75%	11.42%	11/8/2024	2/15/2028	7,499	$7,519	$7,499	3.18%
Salt Dental Collective, LLC	(9)	Revolver	SOFR + 5.75% - 6.75%	11.42%	11/8/2024	2/15/2028	933	$936	$933	0.40%
Salt Dental Collective, LLC	(4)	Term Loan	SOFR + 6.75%	11.42%	11/8/2024	2/15/2028	3,748	$3,758	$3,748	1.59%
								$87,029	$87,098	36.97%
Industrials
Elessent Clean Technologies Inc.	(4)	Term Loan	SOFR + 6.00%	10.40%	11/20/2024	11/15/2029	12,342	$12,100	$12,095	5.14%
Elessent Clean Technologies Inc.	(5)	Revolver	—	0.50%	11/20/2024	11/15/2029	1,711	$(33)	$(34)	(0.01)%
Rogers Mechanical Contractors, LLC	(4)	Term Loan	SOFR + 6.25%	10.91%	11/8/2024	9/28/2028	479	$479	$479	0.20%
Rogers Mechanical Contractors, LLC	(5) (9)	Delayed Draw Term Loan	SOFR + 6.25%	10.87%	11/8/2024	9/28/2028	977	$238	$238	0.10%
Rogers Mechanical Contractors, LLC	(5)	Revolver	—	0.50%	11/8/2024	9/28/2028	140	$—	$—	—%
								$12,784	$12,778	5.43%
Insurance
Accession Risk Management Group, Inc.	(4) (9)	Term Loan	SOFR + 4.75%	9.32%	11/8/2024	11/1/2029	20,768	$20,819	$20,832	8.85%
Accession Risk Management Group, Inc.	(4) (9)	Delayed Draw Term Loan	SOFR + 4.75%	9.21%	11/8/2024	11/1/2029	8,021	$8,041	$8,046	3.42%
Accession Risk Management Group, Inc.		Delayed Draw Term Loan	SOFR + 4.75%	9.08%	11/8/2024	11/1/2029	1,029	$1,032	$1,032	0.44%
Accession Risk Management Group, Inc.	(5)	Revolver	SOFR + 4.75%	9.08%	11/8/2024	11/1/2029	1,858	$5	$—	—%
Accession Risk Management Group, Inc.	(5) (9)	Delayed Draw Term Loan	SOFR + 4.75%	9.31%	11/8/2024	11/1/2029	11,777	$936	$943	0.40%
Higginbotham Insurance Agency, Inc.	(4) (10)	Term Loan	SOFR + 4.50%	9.08%	11/8/2024	11/24/2028	17,940	$17,811	$17,900	7.60%
Peter C. Foy & Associates Insurance Services, LLC	(4)	Delayed Draw Term Loan	SOFR + 5.50%	9.83%	11/8/2024	11/1/2028	513	$511	$513	0.22%

The accompanying notes are an integral part of these unaudited financial statements.

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WILLOW TREE CAPITAL CORPORATION Consolidated Schedule of Investments as of December 31, 2024 (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
Peter C. Foy & Associates Insurance Services, LLC	(4)	Term Loan	SOFR + 5.50%	10.59%	11/8/2024	11/1/2028	861	$858	$862	0.37%
Peter C. Foy & Associates Insurance Services, LLC	(4)	Delayed Draw Term Loan	SOFR + 5.50%	9.83%	11/8/2024	11/1/2028	2,247	$2,239	$2,248	0.95%
Peter C. Foy & Associates Insurance Services, LLC	(4)	Delayed Draw Term Loan	SOFR + 5.50%	9.83%	11/8/2024	11/1/2028	1,223	$1,219	$1,223	0.52%
Peter C. Foy & Associates Insurance Services, LLC	(5)	Revolver	—	0.50%	11/8/2024	11/1/2027	100	$—	$—	—%
World Insurance Associates, LLC	(4)	Term Loan	SOFR + 6.00%	10.60%	11/8/2024	4/3/2028	4,804	$4,804	$4,804	2.04%
World Insurance Associates, LLC	(5)	Revolver	—	0.50%	11/8/2024	4/3/2028	100	$—	$—	—%
								$58,275	$58,403	24.81%
Manufacturing
USALCO, LLC	(4)	Term Loan	SOFR + 4.00%	8.57%	11/8/2024	9/30/2031	8,949	$8,905	$8,949	3.80%
								$8,905	$8,949	3.80%
Multi-Utilities
Dukes Root Control Inc.	(4) (9)	Delayed Draw Term Loan	SOFR + 6.50%	11.20%	11/8/2024	10/8/2030	93	$93	$93	0.04%
Dukes Root Control Inc.	(4)	Term Loan	SOFR + 6.50%	11.16%	11/8/2024	6/30/2025	5,734	$5,734	$5,734	2.43%
Dukes Root Control Inc.	(5) (9)	Revolver	SOFR + 6.50%	11.08%	11/8/2024	6/30/2025	100	$38	$38	0.02%
								$5,865	$5,865	2.49%
Restaurants
Ampler QSR Holdings, LLC	(4)	Term Loan	SOFR + 6.00%	10.21%	11/8/2024	7/21/2027	1,081	$1,085	$1,087	0.46%
								$1,085	$1,087	0.46%
Software
GraphPAD Software, LLC	(4)	Term Loan	SOFR + 4.75%	9.08%	11/8/2024	6/30/2031	13,803	$13,738	$13,928	5.91%
GraphPAD Software, LLC	(5)	Delayed Draw Term Loan	SOFR + 4.75%	9.08%	11/8/2024	6/30/2031	3,458	$329	$376	0.16%
GraphPAD Software, LLC	(5)	Revolver	—	0.50%	11/8/2024	6/30/2031	1,297	$(6)	$—	—%
Superjet Buyer, LLC	(4)	Term Loan	SOFR + 5.50%	9.83%	11/8/2024	12/30/2027	5,018	$4,973	$4,976	2.11%
Superjet Buyer, LLC	(4)	Term Loan	SOFR + 5.50%	10.09%	11/8/2024	12/30/2027	5,933	$5,881	$5,885	2.50%
Superjet Buyer, LLC	(4) (5)	Delayed Draw Term Loan	SOFR + 5.50%	9.83%	11/8/2024	12/30/2027	5,158	$703	$703	0.30%
								$25,618	$25,868	10.98%
Specialized Consumer Services
Apex Service Partners, LLC	(4)	Term Loan	SOFR + 5.00%	9.51%	11/8/2024	10/24/2030	27,785	$27,514	$27,736	11.78%
Apex Service Partners, LLC	(4)	Delayed Draw Term Loan	SOFR + 5.00%	9.51%	11/8/2024	10/24/2030	6,613	$6,549	$6,601	2.80%
Apex Service Partners, LLC	(5) (9)	Delayed Draw Term Loan	SOFR + 5.00%	9.51%	11/8/2024	10/24/2030	10,397	$2,996	$3,028	1.29%
Apex Service Partners, LLC	(5)	Revolver	SOFR + 5.00%	9.51%	11/8/2024	10/24/2029	2,555	$1,712	$1,733	0.74%
								$38,771	$39,098	16.61%

Total Private Debt - United States								$488,544	$490,462	208.25%
Total Private Debt - non-controlled/non-affiliated								$488,544	$490,462	208.25%

The accompanying notes are an integral part of these unaudited financial statements.

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(6)Investment is subordinated.

(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, 2024, 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, 2024.

(10)All or a portion of the investment is pledged as collateral for the Company’s Participation Agreement (as defined in Note 6 “Borrowings”).

The accompanying notes are an integral part of these unaudited financial statements.

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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, the Company intends to elect to be treated for U.S. federal income tax purposes and to qualify annually thereafter, 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 for U.S. GAAP 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. The SPV Subsidiary and Blocker Subsidiary are consolidated for U.S. GAAP reporting purposes, and the portfolio investments held by the SPV Subsidiary and Blocker Subsidiary are included in the consolidated financial statements.

On November 8, 2024, immediately prior to the Company electing to be regulated as a BDC (the "BDC Election"), each of Willow Tree Capital Fund, LLC and Willow Tree Capital Offshore Fund, LLC merged with and into the Company (the "Merger"). After the Merger, the Company made the BDC Election, and commenced operations, therefore the Company’s results of operations for the three months ended March 31, 2025 are not comparable and, accordingly, no comparative amount for the prior year period is discussed.

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 financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“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 financial statements and accompanying notes. These 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 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

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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, 2025, the Company’s consolidated subsidiaries were WT Capital Fund – SPV1, LLC and Willow Tree Capital Offshore Blocker, LLC (the “Offshore Blocker”).

Use of Estimates

The preparation of the 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Investments

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 ("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, or the valuation designee, as applicable, will take 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, or the valuation designee, as applicable, will consider whether the pricing indicated by the external event corroborates its valuation.

The Board, or the valuation designee, as applicable, will undertake 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 or the valuation designee, as applicable, will provide 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.

•If the Adviser has been designated as the valuation designee pursuant to Rule 2a-5, valuation conclusions will be documented, discussed with Willow Tree’s valuation committee, finalized, then presented to the Board along with any reports required under Rule 2a-5;

•If the Adviser has not been designated as the valuation designee pursuant to Rule 2a-5:

•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;

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•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 Financial Accounting Standards Board Accounting Standards Codification 820, Fair Value Measurements (“ASC 820”), as amended, which establishes a framework for measuring fair value in accordance with U.S. 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, we 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 quarter in which the transfer occurred. In addition to using the above inputs in investment valuations, we will apply the valuation policy approved by the Board, which is consistent with ASC 820. Under the valuation policy, we 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), we 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, we, 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 we were 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 and Cash Equivalents

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, 2025 and December 31, 2024, the Company held $17.4 million and $8.1 million in cash, respectively.

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Organizational and Offering Expenses

The Adviser and its affiliates have incurred organizational and offering expenses on behalf of the Company. Upon making the BDC Election, the Company incurred $1.8 million of organizational expenses, $0.4 million of offering expenses, and $0.7 million of general and administrative expenses that were previously subject to contingencies under the terms of the Expense Agreement. See “Note 3 - Agreements and Related Party Transactions” to the consolidated financial statements for more information.

Organizational expenses are expensed as incurred and include the cost of formation, including legal fees related to the creation and organization of the Company, their related documents of organization and the Company’s election to be regulated as a BDC.

Offering expenses are capitalized as a deferred charge and amortized to expense on a straight-line basis over 12 months beginning on the date which the Company first accepts capital contributions from unaffiliated shareholders in the Private Offering. Offering expenses include legal, printing and other offering costs, which include professional advisers fees, fees associated with the offering of common shares of the Company, and those associated with the preparation of the Company’s registration statement on Form 10. For the three months ended March 31, 2025, the Company did not capitalize or expense any new offering costs.

Revenue Recognition

Interest and Dividend Income

Interest income is recorded on an accrual basis and includes the accretion of discounts, amortization of premiums and PIK interest. Discounts from and premiums to par value on investments purchased are accreted/amortized into interest income over the life of the respective security using the effective interest method. To the extent loans contain PIK provisions, PIK interest, computed at the contractual rates, is accrued and recorded as interest income and added to the principal balance of the loan. PIK interest income added to the principal balance is generally collected upon repayment of the outstanding principal.

Loans are generally placed on non-accrual status when interest and/or principal payments become materially past due and there is reasonable doubt that principal or interest will be collected in full. Recognition of interest income of that loan will be ceased until all principal and interest is current through payment or until a restructuring occurs, such that the interest income is deemed to be collectible. However, we remain contractually entitled to this interest. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon 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. We may make exceptions to this policy if the loan has sufficient collateral value or is in the process of collection. Accrued interest is written-off when it becomes probable that the interest will not be collected, and the amount of uncollectible interest can be reasonably estimated.

Dividend income on preferred equity is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies. To the extent preferred equity contains PIK provisions, PIK dividends computed at the contractual rates are accrued and recorded as dividend income and added to the principal balance of the preferred equity. PIK dividends added to the principal balance are generally collected upon redemption of the equity.

Other Income

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 intends to elect to be treated as a RIC for the tax year ending December 31, 2024 and intends to qualify annually thereafter 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

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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 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 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 financial statements and does not anticipate any impact to its financial statements because the Company intends to elect to be a RIC and does not expect to incur any income taxes.

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 the completion of 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.

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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 the completion of 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 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 Company’s Board of Directors of the Company (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 of directors 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.

As of March 31, 2025 and December 31, 2024, $0.8 million and $0.4 million, respectively, of management fees, were unpaid and are included in management fees payable in the accompanying 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.

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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% →

As of March 31, 2025 and December 31, 2024, $0.8 million and $0, respectively, of incentive fees on investment income, were unpaid and are included in incentive fees payable in the accompanying Consolidated Statement 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.

As of March 31, 2025 and December 31, 2024, there were no incentive fees on capital gains.

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

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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 earlier terminated, 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 its 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.

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 Company elected to be regulated as a BDC under the 1940 Act. Upon making the BDC Election, the Company incurred total expenses of $2.9 million which was composed 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 cost and fair value as of March 31, 2025 and December 31, 2024 was as follows (amounts in thousands):


	March 31, 2025						December 31, 2024
	Amortized Cost		Fair Value		% of Total Investments at Fair Value		Amortized Cost		Fair Value		% of Total Investments at Fair Value
Private Debt	633,623		$	637,395	100	%	488,544		$	490,462	100	%
Total investments	$	633,623	$	637,395	100	%	$	488,544	$	490,462	100	%

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5. Fair Value of Investments

The following table presents the fair value hierarchy of investments as of March 31, 2025 and December 31, 2024, categorized by the ASC Topic 820 valuation hierarchy, as previously described (amounts in thousands):


	March 31, 2025
Assets	Level 1		Level 2		Level 3		Total
Private Debt	$	—	$	—	$	637,395	$	637,395
Total investments	$	—	$	—	$	637,395	$	637,395


	December 31, 2024
Assets	Level 1		Level 2		Level 3		Total
Private Debt	$	—	$	—	$	490,462	$	490,462
Total investments	$	—	$	—	$	490,462	$	490,462

The following table presents the change in the fair value of financial instruments for which Level 3 inputs were used to determine the fair value for the three months ended March 31, 2025 and the year ended December 31, 2024 (amounts in thousands):


Period 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 realized gain (loss)	—
Net change in unrealized appreciation (depreciation)	1,854
Transfers into Level 3 (1)	—
Transfers out of Level 3 (1)	—
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


Period Ended December 31, 2024:	Private Debt
Fair value, beginning of period	$	—
Securities contributed in-kind at fair value	386,917
Purchases of investments (including PIK, if any)	104,100
Proceeds from principal repayments and sales of investments	(2,625)
Accretion of discount/amortization of premium	152

Net change in unrealized appreciation (depreciation)	1,918
Transfers into Level 3 (1)	—
Transfers out of Level 3 (1)	—
Fair value, end of period	$	490,462
Net change in unrealized appreciation (depreciation) on non-controlled/ non-affiliated company investments still held at December 31, 2024	$	1,918

(1)For the three months ended March 31, 2025, and year ended December 31, 2024, there were no transfers into or out of Level 3.

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Significant Unobservable Inputs

In accordance with ASC Topic 820, the following table provides quantitative information about the significant unobservable inputs of the Company’s Level 3 investments as of March 31, 2025 and December 31, 2024. 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 3/31/25

Valuation Technique

Significant Unobservable Inputs

Range of Significant Unobservable Inputs

Weighted Average Unobservable Input

Private Loans

485,869

Yield Analysis

Yield %

7.76% - 16.33%

9.54%

Private Loans

126,064

Market Approach

Enterprise Value/EBITDA

5.50x - 39.00x

18.09x

Private Loans

25,462

Recent Transaction

Total

637,395

Type of Investment

Fair Value as of 12/31/24

Valuation Technique

Significant Unobservable Inputs

Range of Significant Unobservable Inputs

Weighted Average Unobservable Input

Private Loans

350,490

Yield Analysis

Yield %

7.71% - 16.30%

9.75%

Private Loans

82,331

Market Approach

Enterprise Value/EBITDA

5.75x - 22.50x

14.25x

Recent Transaction

57,641

Recent Transaction

Total

490,462

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, 2025 and December 31, 2024, the Company’s asset coverage was 180.3% and 192.6%, respectively.

The following table presents the Company’s outstanding borrowings as of March 31, 2025 (amounts in thousands):


	Aggregated Principal Committed		Outstanding Principal		Unused Portion (1)		Carrying Value (2)		Maturity Date
Credit Facility	500,000		314,394		185,606		314,394		11/8/2029
Subscription Line	90,000		50,450		39,550		50,450		11/7/2025
Total	$	590,000	$	364,844	$	225,156	$	364,844

The following table presents the Company's outstanding borrowings as of December 31, 2024 (amounts in thousands):


	Aggregated Principal Committed		Outstanding Principal		Unused Portion (1)		Carrying Value (2)		Maturity Date
Credit Facility	$	300,000	$	214,766	$	85,234	$	214,766	11/8/2029
Subscription Line	90,000		27,980		62,020		27,980		11/7/2025
Participation Agreements	11,641		11,641		—		11,641		2/6/2025
Total	$	401,641	$	254,387	$	147,254	$	254,387

(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.

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For the period ended March 31, 2025 and December 31, 2024, the Company had total average borrowings of $328.6 million at a weighted average interest rate of 6.86% and $258.4 million at a weighted average interest rate of 8.71%, respectively.

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 Offshore Borrower was a wholly-owned subsidiary of the Offshore Fund and, prior to the effectiveness of the A&R Credit Facility, the Offshore Borrower was the borrower under a $100 million revolving credit facility with Ally Bank (“Prior Offshore Credit Facility”). On November 8, 2024, the A&R Credit Facility combined, amended and restated the Prior Onshore Credit Facility and the Prior Offshore Credit Facility. 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..

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 2.25% per annum, at the Company's option. The A&R Credit Facility also charges a non-usage fee, which for the first three months is 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, 2025 and December 31, 2024, the Company had an aggregate amount of $314.4 million and $214.8 million of debt outstanding, respectively.

For the three months ended March 31, 2025, the components of interest expense related to the Ally Bank A&R Credit Facility were as follows (amounts in thousands):

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	For the Three Month Ended March 31, 2025
Borrowing interest expense	$	4,470
Unused facility fee	155
Amortization of deferred financing costs	301
Total interest and debt financing expense	$	4,926
Average borrowings	264,101
Weighted average interest rate	6.86		%

For the year ended December 31, 2024, the components of interest expense related to the Ally Bank A&R Credit Facility were as follows (amounts in thousands):


	For the year ended December 31, 2024
Borrowing interest expense	$	1,825
Unused facility fee	107
Amortization of deferred financing costs	160
Total interest and debt financing expense	$	2,092
Average borrowings	175,338
Weighted average interest rate	7.05		%

As of March 31, 2025, and December 31, 2024, 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 (as defined below) and the Prior Offshore Subscription Facility (as defined 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.

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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.

The Subscription Facility matures on November 7, 2025 and 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 calender quarter. As of March 31, 2025 and December 31, 2024, the Company had an aggregate amount of $50.5 million and $28.0 million of debt outstanding, respectively.

For the three months ended March 31, 2025, the components of interest expense related to the City National Bank Subscription Facility were as follows (amounts in thousands):


	For the Three Month Ended March 31, 2025
Borrowing interest expense	$	1,091
Unused facility fee	$	23
Amortization of deferred financing costs	$	199
Total interest and debt financing expense	$	1,313
Average borrowings	64,485
Weighted average interest rate	6.86		%

For the year ended December 31, 2024, the components of interest expense related to the City National Bank Subscription Facility were as follows (amounts in thousands):


	For the year ended December 31, 2024
Borrowing interest expense	$	876
Unused facility fee	10
Amortization of deferred financing costs	115
Total interest and debt financing expense	$	1,001
Average borrowings	71,436
Weighted average interest rate	8.31		%

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”).

As of March 31, 2025, the Company did not have outstanding any such secured borrowings, as the contractual maturity of such secured borrowing agreement terminated on February 6, 2025.

The components of interest expense related to such secured borrowings with Macquarie for three months ended March 31, 2025 were as follows (amounts in thousands):

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	For the Three Month Ended March 31, 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	—		%

Senior Securities

Information about the Company’s senior securities (including debt securities and other indebtedness) is shown in the following tables as of the end of the last fiscal year.The “-” indicates information that the SEC expressly does not require to be disclosed for certain types of senior securities.


Class and Year	Total Amount Outstanding (1)		Asset Coverage Per Unit (2)		Involuntary Liquidating Preference Per Unit (3)		Average Market Value Per Unit (4)
Credit Facility
March 31, 2025	$	314,394,000	$	1,803	$	—	N/A
Subscription Line
March 31, 2025	$	50,450,000	$	1,803	$	—	N/A

(1)Total amount of each class of senior securities outstanding at principal value at the end of the period presented.

(2)Asset coverage per unit is the ratio of the principal balance of the Company’s total consolidated assets, less all liabilities and indebtedness not represented by senior securities, divided by the aggregate amount of senior securities representing indebtedness. This asset coverage ratio is multiplied by $1,000 to determine the “Asset Coverage Per Unit”.

(3)The amount to which such class of senior security would be entitled upon the Company’s involuntary liquidation in preference to any security junior to it.

(4)Not applicable because senior securities are not registered for public trading on a stock exchange.

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, 2025 and December 31, 2024, the Company had unfunded investment commitments in the aggregate par amount of $132.0 million and $135.1 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, 2025, the Company had the following unfunded commitments by investment types (amounts in thousands):

Investments - non-controlled/non-affiliated

Commitment Type

Unfunded Commitment

Accession Risk Management Group, Inc.

Delayed Draw Term Loan

7,810

Accession Risk Management Group, Inc.

Revolver

1,858

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Investments - non-controlled/non-affiliated

Commitment Type

Unfunded Commitment

Ambient Enterprises Holdco, LLC

Delayed Draw Term Loan

1,631

Ambient Enterprises Holdco, LLC

Revolver

685

American Combustion Industries, LLC

Delayed Draw Term Loan

3,376

American Combustion Industries, LLC

Revolver

896

Apex Service Partners, LLC

Delayed Draw Term Loan

3,761

Apex Service Partners, LLC

Revolver

392

Beacon Oral Specialists

Delayed Draw Term Loan

3,683

Bluehalo Global Holdings, LLC

Revolver

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

2,556

Dentive Capital, LLC

Delayed Draw Term Loan

973

Dentive Capital, LLC

Revolver

Dermcare Management, LLC

Delayed Draw Term Loan

26,725

Dukes Root Control Inc.

Revolver

Elessent Clean Technologies Inc.

Revolver

1,711

GC Waves Holdings, Inc.

Delayed Draw Term Loan

7,732

GraphPAD Software, LLC

Delayed Draw Term Loan

3,113

GraphPAD Software, LLC

Revolver

1,297

HLSG Intermediate, LLC

Delayed Draw Term Loan

2,779

HLSG Intermediate, LLC

Revolver

990

IFH Franchisee Holdings, LLC

Delayed Draw Term Loan

3,136

Neptune Platform Buyer, LLC

Delayed Draw Term Loan

2,350

NWP Acquisition Holdings, LLC

Delayed Draw Term Loan

9,000

NWP Acquisition Holdings, LLC

Revolver

5,000

Orthofeet, Inc

Revolver

1,524

Pathstone Family Office, LLC

Delayed Draw Term Loan

5,340

Pathstone Family Office, LLC

Revolver

1,048

Peter C. Foy & Associates Insurance Services, LLC

Revolver

100

RKD Group, LLC

Delayed Draw Term Loan

519

Rogers Mechanical Contractors, LLC

Delayed Draw Term Loan

738

Rogers Mechanical Contractors, LLC

Revolver

140

Royal Holdco Corporation

Delayed Draw Term Loan

6,008

Royal Holdco Corporation

Revolver

1,345

RPX Corporation

Revolver

2,601

Salt Dental Collective, LLC

Revolver

101

Superjet Buyer, LLC

Delayed Draw Term Loan

4,454

SV-AERO Holdings, LLC

Delayed Draw Term Loan

1,261

Systems Planning And Analysis, Inc.

Delayed Draw Term Loan

1,584

Systems Planning And Analysis, Inc.

Revolver

2,839

USALCO, LLC

Delayed Draw Term Loan

937

VRC Companies, LLC

Delayed Draw Term Loan

3,537

VRC Companies, LLC

Revolver

100

World Insurance Associates, LLC

Revolver

1,127

132,041

As of December 31, 2024, the Company had the following unfunded commitments by investment types (amounts in thousands):

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Investments - non-controlled/non-affiliated	Commitment Type	Unfunded
Accession Risk Management Group, Inc.	Delayed Draw Term Loan	$	10,869
Accession Risk Management Group, Inc.	Revolver	1,858
Ambient Enterprises Holdco LLC	Delayed Draw Term Loan	1,630
Ambient Enterprises Holdco LLC	Revolver	685
American Combustion Industries, LLC	Delayed Draw Term Loan	189
American Combustion Industries, LLC	Delayed Draw Term Loan	3,772
American Combustion Industries, LLC	Revolver	1,179
Apex Service Partners, LLC	Delayed Draw Term Loan	7,388
Apex Service Partners, LLC	Revolver	818
Beacon Oral Specialists	Delayed Draw Term Loan	3,748
Bluehalo Global Holdings, LLC	Revolver	12
Dentive Capital, LLC	Delayed Draw Term Loan	973
Dentive Capital, LLC	Revolver	50
Dermcare Management, LLC	Delayed Draw Term Loan	3,768
Dukes Root Control Inc.	Revolver	62
Elessent Clean Technologies Inc.	Revolver	1,711
GC Waves Holdings, Inc.	Delayed Draw Term Loan	10,135
GraphPAD Software, LLC	Delayed Draw Term Loan	3,113
GraphPAD Software, LLC	Revolver	1,297
HLSG Intermediate, LLC	Revolver	27
IFH Franchisee Holdings, LLC	Delayed Draw Term Loan	3,136
Neptune Platform Buyer LLC	Delayed Draw Term Loan	2,350
NWP Acquisition Holdings, LLC	Delayed Draw Term Loan	15,000
NWP Acquisition Holdings, LLC	Revolver	5,000
Orthofeet, Inc	Revolver	1,524
Pathstone Family Office LLC	Delayed Draw Term Loan	5,340
Pathstone Family Office LLC	Revolver	1,048
Peter C. Foy & Associates Insurance Services, LLC	Revolver	100
RKD Group, LLC	Delayed Draw Term Loan	519
Rogers Mechanical Contractors, LLC	Delayed Draw Term Loan	738
Rogers Mechanical Contractors, LLC	Revolver	140
RPX Corporation	Revolver	2,601
Superjet Buyer, LLC	Delayed Draw Term Loan	4,454
SV-AERO Holdings, LLC	Delayed Draw Term Loan	1,261
Systems Planning And Analysis, Inc.	Delayed Draw Term Loan	16,745
Systems Planning And Analysis, Inc.	Revolver	3,128
VRC Companies, LLC	Delayed Draw Term Loan	18,577
VRC Companies, LLC	Revolver	100
World Insurance Associates, LLC	Revolver	100
		$	135,145

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 Statement 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, 2025, there were no commitments outstanding for derivative contracts.

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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, 2025, 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, 2025, the Company has 18,030,278 issued and outstanding shares.

The Company issued and sold the following shares of common stock during the three months ended March 31, 2025 (amounts in thousands, except per share data):


	For the Three Months Ended March 31, 2025
Number of Shares Issued	Gross Proceeds	Underwriting Fees and Offering Expenses	Net Proceeds	Average Price/Share
3,090,235	50,000	—	50,000	16.18

9. Distributions and Dividend Reinvestment

During the three months ended March 31, 2025 and year ended December 31, 2024, no distributions were declared or paid by the Company.

With respect to distributions, the Company has adopted an “opt out” dividend reinvestment plan for Stockholders. As a result, in the event of a declared cash distribution or other distribution, each Stockholder that has not “opted out” of the dividend reinvestment plan will have their dividends or distributions automatically reinvested in additional shares of Common Stock rather than receiving cash distributions. Stockholders 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.

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, 2025 (amounts in thousands, except per share data):


	For the Three Month Ended March 31, 2025
Net increase (decrease) in net assets resulting from operations	$	7,491
Weighted average shares outstanding (basic and diluted)	15,077
Net increase (decrease) in net assets resulting from operations per share (basic and diluted)	$	0.50

11. Tax Information

For the three months ended March 31, 2025, the Company did not accrue any excise tax. The Company did not pay excise tax for the three months ended March 31, 2025.

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. Based on an analysis of the Company’s tax position, there are no uncertain tax positions that met the recognition or measurement criteria. The Company is currently not undergoing any tax examinations.

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12. Financial Highlights

The following are financial highlights for common shares outstanding during the three months ended March 31, 2025 (in thousands, except share and per share amounts):


	For the Three Month Ended March 31, 2025
Per share data: (1)
Net asset value, beginning of period	$	15.76
Net investment income (loss)	0.37
Net change in unrealized appreciation (depreciation)	0.12
Net increase (decrease) in net assets from operations	0.49
Distributions declared (2)	—
Total increase (decrease) in net assets	0.49
Net asset value, end of period	$	16.25
Shares Outstanding, end of period	18,030,278
Total Return (3)	3.11		%
Ratios
Ratio of net expenses to average net assets (4)	15.34		%
Ratio of net investment income (loss) to average net assets (4)	9.61		%
Portfolio turnover rate (5)	2.12		%
Supplemental Data
Net Assets, end of period	$292,981
Weighted average shares outstanding	$	15,077,388
Total capital commitments, end of period	$	470,350
Asset coverage ratio	180.30		%
Ratio of total contributed capital to total committed capital, end of period	60.44		%

(1)Per share amounts are calculated based on the weighted average shares outstanding for the three months ended March 31, 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, 2025, the ratio of total operating expenses to average net assets was 15.34%.

(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 accompanying consolidated balance sheet as “total assets” and the significant segment expenses are listed on the accompanying consolidated statement 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

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disclosure in this form or would be required to be recognized in the consolidated financial statements as of March 31, 2025.

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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 “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 financial statements and related notes and other financial information appearing elsewhere in this Quarterly Report on Form 10-Q.

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”). In addition, the Company intends to elect to be treated for U.S. federal income tax purposes and to qualify annually thereafter, 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. 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. Instead of directly compensating employees, we pay the Adviser for investment and management services pursuant to the terms of the Investment Management Agreement. Willow Tree Credit Partners LP 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 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 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 which the Onshore Fund would merge with and into the Company, with the Company surviving the merger (the “Onshore Merger”). Prior to the completion of the Onshore Merger, the Adviser served as investment adviser to the Onshore Fund. Under 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”). Prior to the completion of the Offshore Merger, the Adviser served as investment adviser to the Offshore Fund. Under 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

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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 $637.4 million as of March 31, 2025, as compared to $490.5 million as of December 31, 2024. As of March 31, 2025, we had investments in 43 portfolio companies with an aggregate cost of $633.6 million. As of December 31, 2024, we had investments in 39 portfolio companies with an aggregate cost of $488.5 million.

As of March 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	$	633,623	100	%	$	637,395	100	%
	$	633,623	100	%	$	637,395	100	%

As of December 31, 2024, our investment portfolio consisted of the following investments (amounts in thousands):


	Amortized Cost		Percentage of Total Portfolio		Fair Value		Percentage of Total Portfolio
Total Private Debt - United States	$	488,544	100	%	$	490,462	100	%
	$	488,544	100	%	$	490,462	100	%

The weighted average stated interest rate and weighted average maturity, both on aggregate principal amount outstanding, of all our debt outstanding as of March 31, 2025 and December 31, 2024, were 9.9% and 4.1 years and 10.2% and 4.2 years, respectively.

Investment Activity

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, 2025, and December 31, 2024 were as follows:


	March 31, 2025		December 31, 2024
Health Care Providers & Services	16.32	%	17.77	%
Insurance	16.00	%	11.91	%
Commercial Services & Suppliers	14.92	%	15.46	%
Diversified Consumer Services	12.13	%	—	%
Aerospace & Defense	11.07	%	10.13	%
Financial Services	10.59	%	5.82	%
Professional Services	5.98	%	—	%
Software	4.07	%	5.27	%
Specialty Retail	2.41	%	—	%
Construction & Engineering	2.02	%	—	%
Chemicals	1.42	%	—	%
Health Care Equipment & Supplies	1.84	%	0.70	%
Multi-Utilities	0.92	%	1.20	%
Hotels, Restaurants & Leisure	0.20	%	—	%

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	March 31, 2025		December 31, 2024
Specialty Distribution	0.10	%	—	%
Business Services	—	%	5.77	%
Specialized Consumer Services	—	%	7.97	%
Diversified Financial Services	—	%	7.45	%
Consumer Products	—	%	3.12	%
Consumer Services	—	%	2.78	%
Industrials	—	%	2.61	%
Manufacturing	—	%	1.82	%
Restaurants	—	%	0.22	%
Total	100	%	100	%

See Note 4 to our consolidated financial statements for further discussion on the Company's portfolio and selected balance sheet information as of March 31, 2025 and December 31, 2024, respectively.

The geographic composition of investments at cost and fair value as of March 31, 2025 were as follows (amounts in thousands):


	March 31, 2025
	Amortized Cost		Fair Value		% of Total Investments at Fair Value		Fair Value as % of Net Assets
United States	633,623		$	637,396	100	%	217.55	%
Total investments	$	633,623	$	637,396	100	%	217.55	%

The geographic composition of investments at cost and fair value as of December 31, 2024 were as follows (amounts in thousands):


	December 31, 2024
	Amortized Cost		Fair Value		% of Total Investments at Fair Value		Fair Value as % of Net Assets
United States	488,544		$	490,462	100	%	208.27	%
Total investments	$	488,544	$	490,462	100	%	208.27	%

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 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 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 grading system for our investments is as follows:

•Investment Rating 1 is strong financial condition, trending positive;

•Investment Rating 2 is stable and performing;

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•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 will be responsible for overseeing our restructuring processes. Activities relating to such investments will range 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, 2025, and December 31, 2024, respectively (amounts in thousands).


	March 31, 2025				December 31, 2024
Investment Performance Rating	Fair Value		Percentage of Total		Fair Value		Percentage of Total
Grade 1	$	27,725	4.3	%	$	—	0.0	%
Grade 2	607,119		95.3	%	487,925		99.5	%
Grade 3	2,551		0.4	%	2,537		0.5	%
Grade 4	—		0.0	%	—		0.0	%
Total Investments	637,395		100.0	%	490,462		100.0	%

Non-Accrual Assets

Generally, when interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. As of March 31, 2025, and December 31, 2024, we had no non-accrual assets.

Results of Operations

For the three months ended to March 31, 2025

Operating results for the year ended March 31, 2025 were as follows (amounts in thousands):


Total investment income	$	14,633
Net operating expenses	8,996
Net investment income before excise tax	5,637
Excise tax expense	—
Net investment income after excise tax	5,637
Net change in unrealized appreciation (depreciation)	1,854
Net increase in net assets resulting from operations	$	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. As a result, comparisons of net changes in net assets resulting from operations may not be meaningful (amounts in thousands).

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Investment Income (amounts in thousands)


Total interest income	$	14,449
Total other income	184
Total investment income	$	14,633

Investment income for the three months ended March 31, 2025 was driven by our deployment of capital and an increasing invested balance.

Operating Expenses (amounts in thousands)


Interest and borrowing expenses	$	6,337
Incentive fees	805
Management fees	726
Professional fees	556
Other general and administrative expenses	448
Administration fees	124

Total expenses	$	8,996

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, 2025, the Company incurred $0.6 million 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 months ended March 31, 2025, the Company incurred $0.1 million of administration fees.

Interest and Borrowing Expenses

Interest and borrowing expenses during the three months ended March 31, 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, 2025, the Company incurred $6.3 million in interest and borrowing expenses.

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, 2025, the Company incurred $0.4 million in other general and administrative expenses.

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

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See Note 3 to our Consolidated Financial Statements for additional information regarding the Investment Management Agreement and the fee arrangement thereunder. For the three months ended March 31, 2025, the amount of Management Fee incurred was $0.7 million

Incentive Fees

Investment Income Incentive Fee

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.

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)

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0%	1.50%	1.714%
← 0% →	← 100% →	← 12.5% →

For the three months ended March 31, 2025, the Company accrued $0.8 million for Incentive Fees from net investment income.

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.

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 our 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).

For the three months ended March 31, 2025, the Company accrued $0.0 million for Incentive Fees from capital gains.

Net Unrealized Appreciation

Net unrealized appreciation during the three months ended March 31, 2025 was as follows (amounts in thousands):


Non-Control / Non-Affiliate investments	$	1,854
Net unrealized appreciation / (depreciation) on investments	$	1,854

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 was driven by fundamental portfolio performance of investments.

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 180.3% as of March 31, 2025.

Cash Flows

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 of $223.3 million and proceeds from the issuance of Common Stock of $50.0 million. At March 31, 2025, we had $17.4 million of cash on hand.

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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 a $300.0 million revolving credit facility with Ally Bank, as administrative agent (the “A&R Credit Facility”). The A&R Credit Facility combines, amends and restates the Prior Onshore Credit Facility and the Prior Offshore Credit Facility each as defined and described below.

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 “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 Offshore Borrower was a wholly-owned subsidiary of the Offshore Fund and, prior to the effectiveness of the A&R Credit Facility, the 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 combines, amends and restates the Prior Onshore Credit Facility and the Prior Offshore Credit Facility, and increases the total commitments thereunder to $300.0 million.

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.

The A&R Credit Facility matures on November 8, 2029 and bears interest at Daily Simple SOFR, one-month Term SOFR or three-month Term SOFR, at the option of the Borrower.

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.

Subscription Line

The Subscription Facility matures on November 7, 2025 and bears interest based on one-month Term SOFR, three-month Term SOFR, the Prime Rate or Daily Simple SOFR, at the Company's option, plus the applicable margin.

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

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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.

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

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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.

Distributions to Shareholders

We intend to elect to be treated as a RIC under the Code beginning with our tax year ending December 31, 2024, 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.

We made no distributions for the three months ended March 31, 2025.

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.

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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.

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Investment Valuation Process

Our Board will undertake a multi-step valuation process each quarter in connection with determining the fair value of each of the Company’s investments:

•Company’s quarterly valuation process will begin with each portfolio company or investment being initially valued by the respective Willow Tree valuation team member.

•Preliminary valuations will then be reviewed and discussed with the principals of Willow Tree.

•Separately, an independent valuation firm engaged by the Board or the valuation designee, as applicable 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 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 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 of the Board 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 of the Board 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

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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.

Other Income

Dividends earned on money market balances are recorded on an accrual basis. Such income is included in other income in the Consolidated Statement of Operations.

Investment Transactions

Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. Unrealized gains or losses primarily reflect the change in investment values, including the reversal of previously recorded unrealized gains or losses when gains or losses are realized.

Other income may include income such as consent, waiver, amendment, unused, and prepayment fees associated with our investment activities, as well as any fees for managerial assistance services rendered by the Company to its portfolio companies. Such fees are recognized as income when earned or the services are rendered.

Income Taxes

We intend to elect to be treated as a RIC beginning with our tax year ending December 31, 2024 and intend to qualify annually thereafter as a RIC under Subchapter M of the Code. 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 and cash equivalents 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

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cash requirements. The balance of unused commitments to extend financing as of March 31, 2025 was as follows (amounts in thousands):

March 31, 2025

Investments - non-controlled/non-affiliated

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

Accession Risk Management Group, Inc.

Delayed Draw Term Loan

November 1, 2029

7,810

Accession Risk Management Group, Inc.

Revolver

November 1, 2029

1,858

—

Ambient Enterprises Holdco, LLC

Delayed Draw Term Loan

June 28, 2030

1,631

Ambient Enterprises Holdco, LLC

Revolver

December 7, 2029

685

American Combustion Industries, LLC

Delayed Draw Term Loan

August 31, 2028

3,376

(52)

American Combustion Industries, LLC

Revolver

August 31, 2028

896

(10)

Apex Service Partners, LLC

Delayed Draw Term Loan

October 24, 2030

3,761

Apex Service Partners, LLC

Revolver

October 24, 2029

392

—

Beacon Oral Specialists

Delayed Draw Term Loan

December 14, 2026

3,683

(2)

Bluehalo Global Holdings, LLC

Revolver

October 31, 2025

—

Cvausa Management, LLC

Revolver

May 22, 2028

1,111

—

Del-Air Heating, Air Conditioning & Refrigeration, LLC

Delayed Draw Term Loan

February 4, 2031

4,090

(67)

Del-Air Heating, Air Conditioning & Refrigeration, LLC

Revolver

February 4, 2031

2,556

(51)

Dentive Capital, LLC

Delayed Draw Term Loan

December 23, 2028

973

(2)

Dentive Capital, LLC

Revolver

May 27, 2027

—

Dermcare Management, LLC

Delayed Draw Term Loan

April 21, 2028

1,925

—

Dermcare Management, LLC

Delayed Draw Term Loan

April 21, 2028

24,800

(496)

Dukes Root Control Inc.

Revolver

June 30, 2025

—

Elessent Clean Technologies Inc.

Revolver

November 15, 2029

1,711

(13)

GC Waves Holdings, Inc.

Delayed Draw Term Loan

October 4, 2030

7,732

111

GraphPAD Software, LLC

Delayed Draw Term Loan

June 30, 2031

3,113

GraphPAD Software, LLC

Revolver

June 30, 2031

1,297

—

HLSG Intermediate, LLC

Delayed Draw Term Loan

March 31, 2029

2,779

—

HLSG Intermediate, LLC

Revolver

March 31, 2029

990

—

IFH Franchisee Holdings, LLC

Delayed Draw Term Loan

December 20, 2029

3,136

(40)

Neptune Platform Buyer, LLC

Delayed Draw Term Loan

January 19, 2031

2,350

—

NWP Acquisition Holdings, LLC

Delayed Draw Term Loan

November 21, 2030

9,000

(100)

NWP Acquisition Holdings, LLC

Revolver

November 21, 2030

5,000

(56)

Orthofeet, Inc

Revolver

July 30, 2030

1,524

(21)

Pathstone Family Office, LLC

Delayed Draw Term Loan

May 15, 2029

5,340

(11)

Pathstone Family Office, LLC

Revolver

May 15, 2028

1,048

(2)

Peter C. Foy & Associates Insurance Services, LLC

Revolver

November 1, 2027

100

—

RKD Group, LLC

Delayed Draw Term Loan

August 17, 2028

519

—

Rogers Mechanical Contractors, LLC

Delayed Draw Term Loan

September 28, 2028

738

Rogers Mechanical Contractors, LLC

Revolver

September 28, 2028

140

—

Royal Holdco Corporation

Delayed Draw Term Loan

December 30, 2030

6,008

(60)

Royal Holdco Corporation

Revolver

December 30, 2026

1,345

(13)

RPX Corporation

Revolver

October 23, 2025

2,601

—

Salt Dental Collective, LLC

Revolver

February 15, 2028

101

—

Superjet Buyer, LLC

Delayed Draw Term Loan

December 30, 2027

4,454

SV-AERO Holdings, LLC

Delayed Draw Term Loan

October 30, 2026

1,261

(6)

Systems Planning And Analysis, Inc.

Delayed Draw Term Loan

October 29, 2027

1,584

(1)

Systems Planning And Analysis, Inc.

Revolver

August 16, 2027

2,839

(1)

USALCO, LLC

Delayed Draw Term Loan

September 30, 2031

937

—

VRC Companies, LLC

Delayed Draw Term Loan

June 29, 2027

3,537

(6)

VRC Companies, LLC

Revolver

June 29, 2027

100

—

World Insurance Associates, LLC

Revolver

April 3, 2028

100

—

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March 31, 2025

Investments - non-controlled/non-affiliated

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

World Insurance Associates, LLC

Revolver

April 3, 2030

1,027

—

132,041

(767)

The balance of unused commitments to extend financing as of December 31, 2024 was as follows (amounts in thousands):


			December 31, 2024
	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
Neptune Platform Buyer LLC	Delayed Draw Term Loan	January 19, 2031	$	2,350	$	—
Pathstone Family Office LLC	2023 Revolver	May 15, 2028	1,048		(5)
Pathstone Family Office LLC	2023 Delayed Draw Term Loan	May 15, 2029	5,340		(25)
SV-AERO Holdings, LLC	Delayed Draw Term Loan	October 30, 2026	1,261		(6)
Accession Risk Management Group, Inc.	2019 Revolver	November 1, 2029	1,858		—
Bluehalo Global Holdings, LLC	Revolver	October 31, 2025	12		—
VRC Companies, LLC	2021 Revolver	June 29, 2027	100		—
Systems Planning And Analysis, Inc.	2022 1st Amendment Delayed Draw Term Loan	October 29, 2027	16,745		(32)
Dentive Capital, LLC	Revolver	May 27, 2027	50		—
Peter C. Foy & Associates Insurance Services, LLC	2021 1st Lien Revolver	November 1, 2027	100		—
Systems Planning And Analysis, Inc.	Revolver	August 16, 2027	3,128		(6)
Dukes Root Control Inc.	2022 Revolver	June 30, 2025	62		—
RPX Corporation	2020 Revolver	October 23, 2025	2,601		(1)
World Insurance Associates, LLC	2020 Revolver	April 3, 2028	100		—
Ambient Enterprises Holdco LLC	Revolver	December 7, 2029	685		(1)
Ambient Enterprises Holdco LLC	Delayed Draw Term Loan	June 28, 2030	1,630		(3)
HLSG Intermediate, LLC	Revolver	March 31, 2028	27		—
Beacon Oral Specialists	2024 6th Amendment Delayed Draw Term Loan	December 14, 2026	3,748		(15)
RKD Group, LLC	2024 Delayed Draw Term Loan	August 17, 2028	519		—
Rogers Mechanical Contractors, LLC	4th Amendment Revolver	September 28, 2028	140		—
Rogers Mechanical Contractors, LLC	4th Amendment Delayed Draw Term Loan	September 28, 2028	738		—
Superjet Buyer, LLC	2024 Incremental Delayed Draw Term Loan	December 30, 2027	4,454		(37)
Dentive Capital, LLC	2024 Incremental Delayed Draw Term Loan	December 23, 2028	973		(6)
Dermcare Management, LLC	4th Amendment Delayed Draw Term Loan	April 21, 2028	3,768		—
American Combustion Industries, LLC	Delayed Draw Term Loan A	August 31, 2028	189		(3)
American Combustion Industries, LLC	Delayed Draw Term Loan B	August 31, 2028	3,772		(50)
American Combustion Industries, LLC	Revolver	August 31, 2028	1,179		(16)
GraphPAD Software, LLC	2024 Revolver	June 30, 2031	1,297		—
GraphPAD Software, LLC	2024 Delayed Draw Term Loan	June 30, 2031	3,113		28
Accession Risk Management Group, Inc.	2024 Delayed Draw Term Loan	November 1, 2029	10,869		33
Orthofeet, Inc	Revolver	July 30, 2030	1,524		(25)
Apex Service Partners, LLC	2024 1st Amendment Incremental Delayed Draw Term Loan	October 24, 2030	7,388		(13)
Apex Service Partners, LLC	2024 1st Amendment Revolver	October 24, 2029	818		(1)
GC Waves Holdings, Inc.	2024 Incremental Delayed Draw Term Loan	October 4, 2030	10,135		101
VRC Companies, LLC	2024 4th Amendment Delayed Draw Term Loan	June 29, 2027	18,577		(63)
Elessent Clean Technologies Inc.	Revolver	November 15, 2029	1,711		(34)
NWP Acquisition Holdings, LLC	Delayed Draw Term Loan	November 21, 2030	15,000		(263)
NWP Acquisition Holdings, LLC	Revolver	November 21, 2030	5,000		(88)
IFH Franchisee Holdings, LLC	Delayed Draw Term Loan	March 31, 2025	3,136		(24)
Total			$	135,145	$	(555)

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are subject to 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.

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. From March 2022 to July 2023, the Federal Reserve periodically raised interest rates to combat inflation and maintained the same rate benchmark from July 2023 to September 2024. While the Federal Reserve cut its benchmark rate three times in 2024 for the first time since March 2020 and indicated that there may be additional rate cuts in 2025, future reductions to to benchmark rates are not certain. 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, 2025, 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, 2025. 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, 2025. Interest expense on our floating rate credit facilities is calculated using the interest rate as of March 31, 2025, 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, 2025. These hypothetical calculations are based on a model of the investments in our portfolio, held as of March 31, 2025, 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	3,153	(1,799)	1,354
Up 150 Basis Points	2,365	(1,349)	1,015
Up 100 Basis Points	1,576	(900)	677
Up 50 Basis Points	788	(450)	338
Down 50 Basis Points	(788)	450	(338)
Down 100 Basis Points	(1,576)	900	(677)
Down 150 Basis Points	(2,365)	1,349	(1,015)
Down 200 Basis Points	(3,150)	1,799	(1,351)

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, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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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, 2025, 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, 2024. 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

None.

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, 2025, 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.

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Item 6. Exhibits.

The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits filed with the SEC:


Number						Exhibit
2.1						Agreement and Plan of Merger, dated as of November 8, 2024, by and between and Willow Tree Capital Corporation and Willow Tree Capital Fund, LLC (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed November 8, 2024)
2.2						Agreement and Plan of Merger, dated as of November 8, 2024, by and between and Willow Tree Capital Corporation and Willow Tree Capital Offshore Fund, LLC (incorporated by reference to Exhibit 2.2 of the Company’s Current Report on Form 8-K, filed November 8, 2024)
3.1						Articles of Amendment and Restatement (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed October 30, 2024)
3.2						Bylaws (incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form 10, filed on May 24, 2024)
31.1*						Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*						Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**						Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**						Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

__________________

* Filed herewith

** Furnished herewith

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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.


	Willow Tree Capital Corporation


Date: May 13, 2025	By:	/s/ Timothy Lower
	Name:	Timothy Lower
	Title:	Chief Executive Officer and President

Date: May 13, 2025	By:	/s/ Mark Klingensmith
	Name:	Mark Klingensmith
	Title:	Chief Financial Officer and Treasurer