Beneficial Ownership Report · SCHEDULE 13G/A
Willow Tree Capital Corporation
Beneficial Ownership Report
Structured filing — SCHEDULE 13G/A
primary_doc.xml
Amendment · This filing reports the amendment as submitted.
Subject company
- Company
- Willow Tree Capital Corporation
- Company CIK
- 0001944831
- Street
- 450 Park Avenue
- Street (continued)
- 29th Floor
- City
- New York
- State / country code
- NY
- Postal code
- 10022
Statement details
- Amendment number
- 9
- Security class
- Common Stock, par value $0.01 ("Common Stock")
- Event date
- 09/30/2026
- Rule designation
- Rule 13d-1(b)
Reporting person 1
- Name
- Liberty Mutual Holding Company Inc.
- Citizenship / organization
- MA
- Reporting person type
- HC
- Aggregate amount owned
- 4,166,887
- Percent of class
- 15.1
- Sole voting power
- 0
- Shared voting power
- 4,166,887
- Sole dispositive power
- 0
- Shared dispositive power
- 0
- Aggregate excludes certain shares
- N
Reporting person 2
- Name
- Liberty Mutual Insurance Company
- Citizenship / organization
- MA
- Reporting person type
- IC
- Aggregate amount owned
- 1,666,618
- Percent of class
- 6.0
- Sole voting power
- 0
- Shared voting power
- 1,666,618
- Sole dispositive power
- 0
- Shared dispositive power
- 0
- Aggregate excludes certain shares
- Y
Reporting person 3
- Name
- Peerless Insurance Company
- Citizenship / organization
- NH
- Reporting person type
- IC
- Aggregate amount owned
- 1,249,793
- Percent of class
- 4.5
- Sole voting power
- 0
- Shared voting power
- 1,249,793
- Sole dispositive power
- 0
- Shared dispositive power
- 0
- Aggregate excludes certain shares
- Y
Reporting person 4
- Name
- Safeco Insurance Company of America
- Citizenship / organization
- NH
- Reporting person type
- IC
- Aggregate amount owned
- 625,238
- Percent of class
- 2.3
- Sole voting power
- 0
- Shared voting power
- 625,238
- Sole dispositive power
- 0
- Shared dispositive power
- 0
- Aggregate excludes certain shares
- Y
Reporting person 5
- Name
- The Ohio Casualty Insurance Company
- Citizenship / organization
- NH
- Reporting person type
- IC
- Aggregate amount owned
- 625,238
- Percent of class
- 2.3
- Sole voting power
- 0
- Shared voting power
- 625,238
- Sole dispositive power
- 0
- Shared dispositive power
- 0
- Aggregate excludes certain shares
- Y
Item 1
Issuer
Willow Tree Capital Corporation
Principal executive office address
450 Park Avenue, 29th Floor, New York, New York 10022
Item 2
Citizenship
(i) Liberty Mutual Holding Company Inc. - Massachusetts; (ii) Liberty Mutual Insurance Company - Massachusetts; (iii) Peerless Insurance Company - New Hampshire; (iv) The Ohio Casualty Insurance Company - New Hampshire; (v) Safeco Insurance Company of America - New Hampshire
Filing person
This statement is filed on behalf of the following persons (collectively, the "Reporting Persons"): (i) Liberty Mutual Holding Company Inc. (ii) Liberty Mutual Insurance Company (iii) Peerless Insurance Company (iv) The Ohio Casualty Insurance Company (v) Safeco Insurance Company of America The Reporting Persons have entered into a Joint Filing Agreement, dated November 15, 2024, which is incorporated by reference into to this Schedule 13G, pursuant to which such Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
Principal business or residence address
The principal business office of each Reporting Person is: 175 Berkeley Street, Boston, MA 02116
Item 3
Not applicable indication
N
Type of filing person
HC
Item 4
Percent of class
See the responses to Item 11 of the attached cover pages. The percentages reported in Item 11 are based on 27,615,211 shares of Common Stock outstanding as of July 27, 2026, following a dividend and related dividend reinvestment completed by the Issuer on July 27, 2026.
Amount beneficially owned
See the responses to Item 9 on the attached cover pages.
Sole voting power
See the responses to Item 5 on the attached cover pages.
Shared voting power
See the responses to Item 6 on the attached cover pages.
Sole dispositive power
See the responses to Item 7 on the attached cover pages.
Shared dispositive power
See the responses to Item 8 on the attached cover pages. The shares of Common Stock reported herein are held directly by Willow Tree Capital Rated Notes Feeder LLC ("Willow Tree Feeder") and represent the pro rata portion of shares of Common Stock held by Willow Tree Feeder that the Reporting Persons may be deemed to beneficially own pursuant to the Note Purchase Agreement (the "Note Purchase Agreement"), dated April 11, 2024, entered into by Liberty Mutual Insurance Company, Peerless Insurance Company, Safeco Insurance Company of America and The Ohio Casualty Insurance Company (collectively, the "Subsidiaries") and Willow Tree Feeder, granting the Subsidiaries certain pro rata rights with respect to the shares of Common Stock held by Willow Tree Feeder. Pursuant to the rights granted in the Note Purchase Agreement, the Subsidiaries may be deemed to have beneficial ownership over their respective pro rata shares of Common Stock held by Willow Tree Feeder as follows: (i) 1,666,618 shares of Common Stock by Liberty Mutual Insurance Company; (ii) 1,249,793 shares of Common Stock by Peerless Insurance Company; (iii) 625,238 shares of Common Stock by Safeco Insurance Company of America; and (iv) 625,238 shares of Common Stock by The Ohio Casualty Insurance Company. Liberty Mutual Holding Company Inc. ("LMHC") may be deemed to have beneficial ownership over the Subsidiaries' aggregate pro rata share of shares of Common Stock held directly by Willow Tree Feeder because each of the Subsidiaries is an indirect wholly-owned subsidiary of LMHC. LMHC disclaims beneficial ownership of these securities.
Item 5
Not applicable indication
Y
Item 6
Not applicable indication
Y
Item 7
Not applicable indication
N
Subsidiaries
The identification and classification of each Reporting Person is set forth in the responses to Item 12 of the attached cover pages.
Item 8
Not applicable indication
Y
Item 9
Not applicable indication
Y
Item 10
Not applicable indication
N
Certifications
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
Signature 1
- Reporting person
- Liberty Mutual Holding Company Inc.
- Signed
- /s/Patrizio Urciuoli
- Title
- Executive Vice President
- Date
- 10/01/2026
Signature 2
- Reporting person
- Liberty Mutual Insurance Company
- Signed
- /s/Patrizio Urciuoli
- Title
- Executive Vice President
- Date
- 10/01/2026
Signature 3
- Reporting person
- Peerless Insurance Company
- Signed
- /s/Patrizio Urciuoli
- Title
- Executive Vice President
- Date
- 10/01/2026
Signature 4
- Reporting person
- Safeco Insurance Company of America
- Signed
- /s/Patrizio Urciuoli
- Title
- Executive Vice President
- Date
- 10/01/2026
Signature 5
- Reporting person
- The Ohio Casualty Insurance Company
- Signed
- /s/Patrizio Urciuoli
- Title
- Executive Vice President
- Date
- 10/01/2026
Recent company filings
- Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsSep 1, 2026
- SC TO-I/A - filed by Willow Tree Capital Corp regarding Willow Tree Capital CorpAug 21, 2026
- 10-Q filingAug 12, 2026
- 4 filingJul 28, 2026
- Submission of Matters to a Vote of Security HoldersJul 2, 2026