Private company

Willow Tree Capital Corp

Willow Tree Capital Corp is an investment fund that raised $185 million in 2024 (SEC Form D).1 It is headquartered in New York, New York.1

Last updated Oct 20, 2026.

Overview

  • HeadquartersNew York, New York1
  • Incorporated inMD2
  • Business address450 Park Avenue, 29Th Floor, New York, Ny 100222
  • Filer category, Emerging growth company2
  • Legal formCorporation
  • Kind of organizationInvestment fund1

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We were formed on June 29, 2022 as a Maryland corporation. We seek attractive risk-adjusted returns (a measure of the excess return per unit of risk in an investment strategy) by investing 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 objective is 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 expect to gene…3 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Financial statements

Net income4$34.5M in 2025+2781% since 2024
0$10.0M$20.0M$30.0M$40.0M2024: $1.2M$1.2M20242025: $34.5M$34.5M2025+2781%
Fiscal year2023202420252026
Net income$1.2M4$34.5M4
Earnings per share$0.664$1.844
Earnings per share (diluted)$0.664$1.844
Shares (weighted, basic)1.8M shares418.7M shares4
Shares (weighted, diluted)1.8M shares418.7M shares4

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Corporate structure

Willow Tree Capital Corp sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Willow Tree Capital Corp

  • LIBERTY MUTUAL HOLDING Co INC. Filed SCHEDULE 13G/A on Willow Tree Capital Corp, latest Oct 1, 2026 (10 filings since Nov 18, 2024)
  • Ohio Strs Filed SCHEDULE 13G/A on Willow Tree Capital Corp, latest Jan 6, 2026 (2 filings since Jan 8, 2025)
  • HERSHEY TRUST CO TRUSTEE IN TRUST FOR MILTON HERSHEY SCHOOL Filed SCHEDULE 13G/A on Willow Tree Capital Corp, latest Nov 14, 2025 (2 filings since Apr 7, 2025)
  • Host-Plus Pty Ltd as trustee for the HOSTPLUS Pooled Superannuation Trust Filed SCHEDULE 13G on Willow Tree Capital Corp, latest Apr 1, 2025
  • AMERITAS LIFE INSURANCE CORP Filed SCHEDULE 13G on Willow Tree Capital Corp, latest Feb 12, 2025
  • Willow Tree Capital Corp New York, New York

Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Willow Tree Capital Corp reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$8.1M7 Dec 31, 2024

Properties, in its own words

Our principal executive office is at 450 Park Avenue, 29th Floor, New York, NY 10022 and is provided by Willow Tree in accordance with the terms of the Administration Agreement. We do not own any real estate. We believe that our current office facilities are suitable and adequate for our business as currently conducted.

Item 2 of the 10-K filed Mar 24, 2026.3

Leadership

Who has led Willow Tree Capital Corp, and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Timothy Lower2024

President

  1. Timothy Lower2024

Chief financial officer

  1. Mark Klingensmith2024
  2. Siddhartha Chowdhury2026–now
2025
Board members and other officers (5)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • DirectorJames Roche named Dec 31, 202515

Timeline

  1. Sep 1, 20268-K Executive or director change16
  2. Jul 2, 20268-K Shareholder vote17
  3. May 20, 20268-K Unregistered sale of shares18
  4. Mar 30, 20268-K Unregistered sale of shares19
  5. Dec 30, 20258-K Entered a material agreement; New debt or obligation20
  6. Dec 30, 20258-K Unregistered sale of shares21
  7. Nov 13, 20258-K Entered a material agreement; New debt or obligation22
  8. Jul 8, 20258-K Unregistered sale of shares23
  9. Jul 1, 20258-K Shareholder vote24
  10. Apr 2, 20258-K Unregistered sale of shares25
  11. Feb 27, 20258-K Entered a material agreement; New debt or obligation26
  12. Dec 27, 20248-K Unregistered sale of shares; Other events27
  13. May 28, 2024New chief executive Timothy Lower becomes CEO8

Filings

95 filings to the SEC since October 2021: 2 annual reports, 7 quarterly reports, 14 major events, 32 insider forms, 16 large holders, 2 private raises, 22 other. The latest 20:

  1. Oct 1, 2026SCHEDULE 13G/A EDGAR
  2. Sep 14, 20263 EDGAR
  3. Sep 1, 20268-K EDGAR
  4. Aug 21, 2026SC TO-I/A EDGAR
  5. Aug 12, 202610-Q EDGAR
  6. Jul 29, 20264 EDGAR
  7. Jul 28, 20264 OWNERSHIP DOCUMENT EDGAR
  8. Jul 9, 2026SCHEDULE 13G/A EDGAR
  9. Jul 2, 20268-K EDGAR
  10. Jun 25, 2026SC TO-I EDGAR
  11. Jun 10, 2026DEFA14A EDGAR
  12. May 20, 20268-K EDGAR
  13. May 15, 2026SC TO-I/A EDGAR
  14. May 13, 202610-Q EDGAR
  15. Apr 30, 2026DEFA14A EDGAR
  16. Apr 29, 2026DEF 14A EDGAR
  17. Apr 29, 20264 EDGAR
  18. Apr 29, 20264 OWNERSHIP DOCUMENT EDGAR
  19. Apr 1, 2026SCHEDULE 13G/A EDGAR
  20. Mar 30, 20268-K EDGAR

The 95 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

21 open-market trades by officers, directors and large owners since October 2021: 21 buys and 0 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Jul 27, 2026LIBERTY MUTUAL HOLDING Co INC.10% ownerBuy42,442$16.05$681.2KForm 4
Jul 27, 2026HERSHEY TRUST CO TRUSTEE IN TRUST FOR MILTON HERSHEY SCHOOL10% ownerBuy74,596$16.05$1.2MForm 4
Apr 27, 2026LIBERTY MUTUAL HOLDING Co INC.10% ownerBuy39,611$16.11$638.1KForm 4
Apr 27, 2026HERSHEY TRUST CO TRUSTEE IN TRUST FOR MILTON HERSHEY SCHOOL10% ownerBuy66,342$16.11$1.1MForm 4
Mar 23, 2026LIBERTY MUTUAL HOLDING Co INC.10% ownerBuy272,890$16.07$4.4MForm 4
Mar 23, 2026HERSHEY TRUST CO TRUSTEE IN TRUST FOR MILTON HERSHEY SCHOOL10% ownerBuy181,914$16.07$2.9MForm 4
Jan 26, 2026LIBERTY MUTUAL HOLDING Co INC.10% ownerBuy86,164$16.50$1.4MForm 4
Jan 26, 2026HERSHEY TRUST CO TRUSTEE IN TRUST FOR MILTON HERSHEY SCHOOL10% ownerBuy60,836$16.50$1.0MForm 4
Dec 29, 2025LIBERTY MUTUAL HOLDING Co INC.10% ownerBuy494,625$16.12$8.0MForm 4
Dec 29, 2025HERSHEY TRUST CO TRUSTEE IN TRUST FOR MILTON HERSHEY SCHOOL10% ownerBuy329,726$16.12$5.3MForm 4
Nov 19, 2025HERSHEY TRUST CO TRUSTEE IN TRUST FOR MILTON HERSHEY SCHOOL10% ownerBuy52,678$16.50$869.2KForm 4
Aug 26, 2025LIBERTY MUTUAL HOLDING CO10% ownerBuy8,195$16.38$134.2KForm 4
Aug 26, 2025HERSHEY TRUST CO TRUSTEE IN TRUST FOR MILTON HERSHEY SCHOOL10% ownerBuy47,929$16.38$785.1KForm 4
Jul 2, 2025LIBERTY MUTUAL HOLDING CO10% ownerBuy342,624$16.29$5.6MForm 4
Jul 2, 2025HERSHEY TRUST CO TRUSTEE IN TRUST FOR MILTON HERSHEY SCHOOL10% ownerBuy228,400$16.29$3.7MForm 4
Jun 17, 2025LIBERTY MUTUAL HOLDING CO10% ownerBuy5,491$16.25$89.2KForm 4
Jun 17, 2025HERSHEY TRUST CO TRUSTEE IN TRUST FOR MILTON HERSHEY SCHOOL10% ownerBuy35,390$16.25$575.1KForm 4
Mar 28, 2025LIBERTY MUTUAL HOLDING CO10% ownerBuy492,791$16.18$8.0MForm 4
Mar 28, 2025HERSHEY TRUST CO TRUSTEE IN TRUST FOR MILTON HERSHEY SCHOOL10% ownerBuy328,504$16.18$5.3MForm 4
Mar 28, 2025HERSHEY TRUST CO10% ownerBuy328,504$16.18$5.3MForm 4

All 21 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Dec 23, 2024Raised $185 million in a private offering of equity Form D: 39 investors so far Form D

SEC filer profile

How Willow Tree Capital Corp is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARWillow Tree Capital Corp1
  • CIK0001944831
  • Employer ID (EIN)93-27063723
  • Filer statusNon-accelerated filer an emerging growth company; not a smaller reporting company; not a shell company3
  • Incorporated inMaryland3
  • Fiscal year endsDecember 311
  • Business address450 Park Avenue, 29Th Floor, New York, NY 100221
  • Phone(212) 218-10991
  • Shares outstanding27,615,211 as of Aug 12, 20266
  • Public float$0 as of Jun 30, 20254
  • AuditorPricewaterhouseCoopers LLP, New York, New York PCAOB ID 238; no auditor attestation of internal control over financial reporting3
  • On EDGAR sinceDec 21, 20231
  • Filings95 in all: 4 (21), 8-K (14), 3 (11), SCHEDULE 13G/A (11), 10-Q (7), 40-APP/A (4), SCHEDULE 13G (4), DEFA14A (3)1
    All 22 form types

    10-K (2), 40-17G (2), 40-APP (2), DEF 14A (2), SC TO-I (2), SC TO-I/A (2), 10-12G (1), 10-12G/A (1), APP NTC (1), APP ORDR (1), D (1), D/A (1), N-54A (1), SC 13G (1)

  • Latest filingsAnnual report (10-K) Mar 24, 2026
    Quarterly report (10-Q) Aug 12, 2026
    Proxy statement (DEF 14A) Apr 29, 2026
    Latest 8-K (8-K) Sep 1, 2026

Risk factors and legal proceedings

The risks Willow Tree Capital Corp names in Item 1A of its 10-K filed Mar 24, 2026: 71 risks under these headings, as written.3

  • Risks Related to Our Business and Structure
  • Risks Related to the Adviser and its Affiliates
  • Risks Related to Economy
  • Risks Related to Our Investments
  • Risks Related to Legal, Tax and Regulatory Risks.
  • Risks Related to Business Development Companies
  • Risks Related to our Common Stock
  • General Risks
  • We have a limited operating history, as does the Adviser.
  • Our investment strategy depends on the Adviser.
  • Our financial condition and results of operations depend on the Adviser’s ability to effectively manage and deploy capital.
  • The compensation we pay to the Adviser was not determined on an arm’s-length basis. Thus, the terms of such compensation may be less advantageous to us than if such terms had been the subject of arm’s-length negotiations.
The other 66 risks
  • Our Incentive Fee may induce the Adviser to purchase assets with borrowed funds and to pursue speculative investments and to use leverage when it may be unwise to do so.
  • Capital commitment investors may face negative consequences if they default on their capital commitments.
  • There is no or limited availability of insurance against certain catastrophic losses.
  • Heightened scrutiny of the financial services industry by regulators may materially and adversely affect our business.
  • We are subject to risks associated with a breach in cybersecurity.
  • Cybersecurity risks and cyber incidents may adversely affect our business or the business of our portfolio companies by causing a disruption to our operations or the operations of our portfolio companies, a compromise or corruption of our confidential information or the confidential information of our portfolio companies and/or damage to our business relationships or the business relationships of our portfolio companies, all of which could negatively impact the business, financial condition and operating results of us or our portfolio companies.
  • We are subject to risks associated with artificial intelligence and machine learning technology.
  • We may have difficulty sourcing investment opportunities.
  • We generally will not control the business operations of our portfolio companies.
  • We may borrow money, which may magnify the potential for gain or loss and may increase the risk of investing in us.
  • Our ability to service any borrowings that we incur will depend largely on our financial performance and will be subject to prevailing economic conditions and competitive pressures.
  • Provisions in a credit facility or other borrowings may limit discretion in operating our business and defaults thereunder may adversely affect our business, financial condition, results of operations and cash flows.
  • Our investment portfolio will be recorded at fair value as determined in good faith in accordance with procedures established by our Board and, as a result, there is and will be uncertainty as to the value of our portfolio investments.
  • We are dependent on information systems and systems failures could significantly disrupt our business, which may, in turn, negatively affect our liquidity, financial condition or results of operations.
  • Compliance with the privacy laws to which we are subject may require the dedication of substantial time and financial resources, and non-compliance with such laws could lead to regulatory action being taken and/or could negatively impact the business, financial condition and operating results of us or our portfolio companies.
  • Risks Related to the Adviser and Its Affiliates
  • Investors should be aware that potential and actual conflicts of interest may arise between the Company, on the one hand, and the Adviser and/or their respective affiliates, on the other.
  • We are subject to conflicts of interest with our Advisor and its affiliates.
  • Our Adviser may face conflicts of interests caused by compensation arrangements with us, which could result in increased risk-taking or speculative investments or cause our Adviser to use substantial leverage.
  • The time and resources that individuals associated with our Adviser devote to us may be diverted.
  • Conflicts of interest may exist with respect to our Adviser's selection of service providers.
  • We rely on the relationships Willow Tree has with third parties.
  • Our Adviser experiences conflicts of interest in the management of our business affairs relating to its allocation of investments.
  • Our Adviser's allocation of co-investment opportunities may result in conflicts of interest.
  • Our Adviser reserves the right to structure the terms of co-investment opportunities.
  • We may experience potential conflicts due to our Adviser's overlapping client investments.
  • We may bear broken deal expenses in connection with co-investments.
  • Our Adviser's liability is limited under the Investment Management Agreement, and we are required to indemnify our Adviser against certain liabilities, which may lead our Adviser to act in a riskier manner on our behalf than it would when acting for its own account.
  • Our Adviser and its affiliates have existing relationships that may influence whether or not our Adviser undertakes particular investments.
  • Our access to confidential information may restrict our ability to take action with respect to some investments, which, in turn, may negatively affect our results of operations.
  • We may be subject to risks involved with investment through CLOs and other SPVs.
  • We may be subject to risks associated with securitization of investments through CLOs to obtain leverage.
  • Distributions on CLO securities may be affected by yield, maturity, distributions and other performance considerations.
  • CLO Securities are illiquid and may lack a liquid trading market, which may negatively impact our operations.
  • Our ability to enter into transactions with our affiliates is restricted.
  • We may be subject to risks on investments with unaffiliated third parties.
  • We may make investments that could give rise to a conflict of interest.
  • Investment by Willow Tree employees in the Company may give rise to conflicts of interest.
  • Our Adviser's failure to comply with pay-to-play laws, regulations and policies could have an adverse effect on our Adviser, and thus, us.
  • Our ability to achieve our investment objective depends on the Adviser’s ability to manage and support our investment process.
  • The Adviser and its affiliates may have incentives to favor their respective other funds, accounts and clients over us, which may result in conflicts of interest that could be adverse to us and our investment opportunities and harmful to us.
  • We will be obligated to pay the Adviser an Incentive Fee even if we incur a net loss due to a decline in the value of our portfolio and even if our earned interest income is not payable in cash.
  • The recommendations given to us by the Adviser may differ from those rendered to their other clients.
  • There are risks associated with any potential merger with or purchase of assets of another fund.
  • Our Administrator can resign from its role as Administrator under the Administration Agreement, and a suitable replacement may not be found, resulting in disruptions that could adversely affect our business, results of operations and financial condition.
  • Any sub-administrator that the Administrator engages to assist the Administrator in fulfilling its responsibilities could resign from its role as sub-administrator, and a suitable replacement may not be found, resulting in disruptions that could adversely affect our business, results of operations and financial condition.
  • Risks Related to the Economy
  • As a BDC, we may face risks during periods of disruption and instability in capital markets..
  • Global economic, political and market conditions, including uncertainty about the financial stability of the United States, could have a significant adverse effect on our business, financial condition and results of operations.
  • Public health emergencies and outbreaks of existing or new epidemic diseases could have a significant adverse effect on our business, financial condition and results of operations.
  • Adverse global economic conditions could harm our business and financial condition.
  • Inflation may adversely affect our business.
  • Trade negotiations and related government actions may create regulatory uncertainty for the portfolio companies and our investment strategy and adversely affect the profitability of the portfolio companies.
  • Economic recessions or downturns could impair our portfolio companies and harm our operating results.
  • Fluctuations in interest rates could have a material adverse effect on our business and that of our portfolio companies.
  • Downgrades of U.S. credit rating and government shutdowns could negatively impact our liquidity, financial condition and earnings.
  • Increased global unrest, terrorist attacks, acts of war, global health emergencies or natural disasters impact the business in which we invest, and harm our business, operating results, and financial conditions.
  • The success of our activities will be affected by general economic and market conditions, including but not limited to interest rates, commodity prices, availability of credit, credit defaults, inflation rates and economic uncertainty..
  • We are subject to risks that Financial Institutions may experience Distress Events.
  • Fluctuations in the market price of securities may affect the value of our investments.
  • Our investment strategy is subject to general risks related to lending, secured lending and loan origination.
  • We may rely on the ability of our Adviser to make investments consistent with our investment objective and policies.
  • Our investments in the healthcare providers and services industry face considerable uncertainties.
  • Our investments in the commercial services and supplies industry face considerable uncertainties.
  • We may be competing for investments with many other investors, including BDCs, private equity funds, hedge funds, CLOs and other institutional investors.
  • Our Adviser endeavors to diversify our investments, but may face difficulties involving potentially limited number of investments.
  • We rely on our Adviser to perform due diligence and research related to our investments.
  • Our ability to enter into transactions involving derivatives and financial commitment transactions may be limited.

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, as of December 31, 2025. 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.

The opening of Item 3, Legal Proceedings.3

Sources

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