Willow Tree Capital Corp: NAV $15.95, Two Tenders, No Sellers

Which Willow Tree this is

Willow Tree Capital Corporation is a Maryland corporation formed on June 29, 2022 that elected to be regulated as a BDC. Its investment adviser is Willow Tree Capital Corp Advisors LLC. Willow Tree Credit Partners LP is the administrator, not the adviser. The name is easy to confuse with other companies: it is not Willow Wealth, the rebranded Yieldstreet (see our Willow Wealth status review), and it is not a software firm of a similar name. Check the CIK, 1944831, before reading any NAV.

The company began life as a merger of two private funds managed by the adviser. On November 8, 2024 an onshore fund and an offshore fund merged into it; the 10-Q says the onshore fund brought 96 loans to 32 borrowers and the offshore fund 51 loans to 26 borrowers, with net asset values of $108.9 million and $75.4 million. Since then it has raised money through capital commitments that investors fund on drawdown notices, and says shares are sold only to accredited investors (or non-U.S. persons).

NAV: three quarters of small declines

The company publishes NAV only in its quarterly reports; we found no monthly NAV notice among its Forms 8-K. The September 30, 2026 figure will come with the third-quarter 10-Q. The third-quarter 2025 10-Q was filed November 13, 2025, so a mid-November 2026 filing is likely (our reading, not a stated date).

The per share bridge for the first half of 2026 is in the 10-Q’s financial highlights: NAV began at $16.11, net investment income added $0.80, net unrealized depreciation took off $0.15, distributions declared took off $0.81, and NAV ended at $15.95. The 10-Q reports a six-month total return of 4.03%, not annualized. Over the same six months net assets still rose $46.8 million because investors bought $36.9 million of new shares and reinvested $14.4 million of dividends (our arithmetic from the statement of changes in net assets).

Income, the dividend and who reinvests it

Distributions declared in 2025 totalled $1.49 a share and $30.0 million. In the first half of 2026 they were $0.81 and $21.0 million against net investment income of $20.6 million, so income covered 98.2% of the payout (our arithmetic). The latest $0.41 a quarter is 10.3% a year on the June 30 NAV (our arithmetic: 4 x $0.41 / $15.95). Interest and borrowing expense was $15.9 million in the half, 36% of total investment income (our arithmetic), and the 10-Q reports net expenses of 11.45% of average net assets annualized, or 3.70% excluding interest. PIK interest, which is added to loan balances rather than paid in cash, was $2.6 million, 6.0% of investment income (our arithmetic).

The company runs an opt-out dividend reinvestment plan (DRIP). The two payments in the half, January 26 and April 27, 2026, reinvested $7.7 million and $6.8 million, together $14.4 million of the $19.1 million paid, about 76% (our arithmetic: $9.2 million plus $9.8 million paid). A further 380,777 shares were issued under the DRIP on July 27, 2026. For a holder the practical point is that most of the payout is going back in as new shares, not out as cash.

Leverage

The ratio of borrowings to net assets is our arithmetic from the balance sheets; asset coverage is as reported in the financial highlights. A BDC must keep asset coverage of at least 150% after borrowing.

At June 30, 2026 there were two facilities: an Ally Bank-agent credit facility with a $575.0 million commitment, $480.2 million outstanding, maturing November 8, 2029, at Term or Daily Simple SOFR plus 2.00% (it was 2.50% before the Second Amendment), and a subscription line of $51.7 million with $51.1 million outstanding, maturing November 6, 2026. A subscription line is secured on investors’ uncalled capital commitments. The subscription line was extended from November 7, 2025 to November 6, 2026 in a Form 8-K filed November 13, 2025, which also raised the borrowing base from 60% to 70% of unfunded commitments. The credit facility commitment was raised from $500 million to $575 million by an amendment dated December 23, 2025.

Total capital commitments were $479.8 million, of which 90.27% had been contributed at June 30, 2026 (81.15% at December 31, 2025). That leaves about $46.7 million still to be called (our arithmetic). When investors fund the rest, the equity base grows a little and leverage falls, unless the company borrows more to invest.

Credit: no non-accruals reported

The 10-Q says that at June 30, 2026 and December 31, 2025 “we had no non-accrual assets.” Its internal rating table puts 99.7% of fair value at Grade 2 (stable and performing) and 0.3%, $2.7 million, at Grade 3 (trending downward, no expected principal loss), with nothing at Grade 4. Unrealized depreciation was $4.3 million in the half on a $921.5 million portfolio. This is a clean credit record so far; compare it with the non-accrual levels in our private credit non-accruals page. A clean record can also reflect how recently the loans were made: 40 new investments were added in the half, and the company has existed as a BDC only since November 2024.

The largest exposures by fair value are Health Care Providers & Services (25.66%), Commercial Services & Suppliers (17.66%), Diversified Consumer Services (9.93%), Financial Services (7.99%) and Insurance (7.01%).

The tender offers: two for 5%, no shares tendered

Both offers say directors and officers do not intend to tender, payment would be a non-interest bearing, non-transferable promissory note, and the adviser “expects that it will recommend to the Board that the Company purchase Shares from Shareholders quarterly. However, the Company is not required to conduct tender offers.” The first two offers fit that pattern, about three months apart. We found no Schedule TO-I after June 25, 2026 in EDGAR’s filing list as of October 22, 2026, so no third-quarter offer had been filed. We do not know whether one is planned.

Our reading of why nobody sold, from the filings:

• Few holders. The 10-K says “there were 40 holders of record of our Common Stock” at March 24, 2026. Holders of record can include nominees, so beneficial owners may be more, but the company is not a retail fund.
• Lock-ups. The 10-K says shares held by anchor investors “may be subject to lock-up periods, during which there will be no liquidity”, and the offer’s term sheet makes shares eligible “unless your Shares are currently subject to a lock-up period”. The filings do not say how many shares are locked up or until when.
• Large, long-term holders. The Schedule 13G/A filings below show insurers, a state pension system and a charitable trust.
• No public sign of stress. No non-accruals and a dividend close to income.

Zero tendered is not unique. Our BDC tender results page lists 10 of 55 BDCs with no sellers in the third quarter of 2026, and the non-traded BDC list shows where this company sits by size. What is different here is the reason, a small institutional holder base, not satisfaction across a retail crowd. If you hold through a feeder or an adviser, ask what your own exit terms are; they may not be the company’s.

Who owns the shares

The three blocks add to 8,905,499 shares, about 32.7% of the 27,234,435 shares outstanding at June 30, 2026, but the dates differ and share counts have risen since, so treat that as a rough size (our arithmetic). The April 2026 proxy statement lists only the directors and officers, who together held 72 shares. The 2026 annual meeting, held June 25, 2026, re-elected two directors with 16,641,008 votes for and none against.

On September 1, 2026 the company reported in a Form 8-K that its chief financial officer had resigned, effective that day, and that a replacement who had joined an affiliate of the adviser in August 2026 had been appointed. On October 22, 2026 it filed a Form 40-17G with a $5,000,000 fidelity bond for September 1, 2026 to September 1, 2027. That is the most recent filing on the CIK.

How the company has raised money

The implied prices are rounded from the dollar totals in the notices. New equity of $121.9 million over four sales (our arithmetic) has dwarfed the $40.4 million that the two tender offers could have bought (our arithmetic: $19.4 million plus $21.1 million). While new money arrives and nobody tenders, the 5% offer is never tested. The test comes if inflows slow and holders who are not locked up want out; the 10-Q warns that payment for repurchases “may require the Company to liquidate portfolio holdings earlier than our Adviser would otherwise have caused these holdings to be liquidated, potentially resulting in losses”.

What a reader can do with this

• If you hold shares directly or through a feeder: read your subscription agreement for lock-ups and the feeder’s own redemption terms. The company’s offers are not a promise of liquidity; the filings say it is not required to conduct them.
• If you are weighing a commitment: the numbers to track are NAV per share (down $0.55 from September 30, 2025), debt at 1.22 times net assets, dividend coverage near 98% and the unfunded commitments you would still owe. This page does not recommend buying, holding or selling.
• If you want to compare: the non-traded BDC list and the tender offer funds guide put the fund next to others. For a similar private BDC with a different profile, see our Audax Private Credit Fund page.
• Taxes: BDC distributions are reported on Form 1099-DIV; the character is set at year end. See K-1 vs 1099-DIV. This is analysis of public documents, not investment, legal or tax advice.
• Dates to watch: the subscription line matures November 6, 2026; the third-quarter 10-Q should show the September 30, 2026 NAV, probably in mid-November.

FAQ

All figures are from SEC EDGAR filings of Willow Tree Capital Corporation (CIK 1944831) read on October 23, 2026: the Form 10-K for 2025, the Forms 10-Q for June 30, 2025, September 30, 2025, March 31, 2026 and June 30, 2026, the Forms 8-K of July 2025 to September 2026, the Schedules TO-I of March 26 and June 25, 2026 with the Offer to Purchase and the final Schedule TO-I/A amendments, the proxy statement of April 29, 2026, the Schedules 13G/A of Liberty Mutual, the State Teachers Retirement System of Ohio and Hershey Trust Company, and the Form 40-17G of October 22, 2026. Ratios, sums and implied prices are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.