Regulation_BI_Disclosure June 2026
Regulation Best Interest Disclosure
Willow Wealth Markets LLC June 1, 2026
This guide summarizes important information concerning the scope and terms of the brokerage services offered by Willow Walth Markets LLC (“Willow Wealth Markets,” “we” or “our”) and details the conflicts of interest that arise through our delivery of services to you. We encourage you to review this information carefully, along with any applicable disclosure documentation you may receive from us.
Willow Wealth Markets is registered with the U.S. Securities and Exchange Commission (“SEC”) as a broker-dealer and is a member of the Financial Industry Regulatory Authority (“FINRA”). Willow Wealth Markets is a wholly-owned subsidiary of Willow Wealth Inc. and is affiliated with Willow Asset Management LLC (“WAM”), an SEC-registered investment adviser. WAM provides investment advisory services to proprietary private funds (the “Funds”) and separate or managed accounts.
Willow Wealth Markets’ primary focus is to act as a placement agent in private securities offerings. Certain U.S.-based employees of Willow Wealth Inc. act as registered representatives of Willow Wealth Markets to the extent necessary or appropriate to perform their responsibilities (such personnel, the “Registered Representatives”).
In connection with any recommendation of an investment product or security by a Registered Representative, we encourage you to consider the following disclosures.
Our Capacity
When recommending a securities transaction to you, Willow Wealth Markets and its Registered Representatives are acting in a broker-dealer capacity. Additional details regarding the services offered by Willow Wealth Markets and the Registered Representatives are available in our Form CRS Relationship Summary, available at https://brokercheck.finra.org/firm/summary/172295.
Fees and Costs
Willow Wealth Markets generally earns compensation including transaction fees, commissions, and other compensation, typically payable in cash. For primary offerings where we act as a placement agent, Willow Wealth Markets generally earns a commitment or placement fee (also referred to as “acquisition fees”) paid by the Fund. The amount of such placement fee is not expected to exceed, with respect to each investor, approximately 4% of the capital commitment made to such fund by such investor. In addition, our affiliates can earn compensation or fees from the Funds and their underlying investments. WAM will typically receive an annual asset management fee from each Fund that is expected to average 1 to 1.5% of the then-current equity value of the Fund’s investment(s). WAM may also receive an annual administration fee from certain Funds that is expected to average 0.25% to 0.5% of the then-current equity value of the Fund’s investment(s). Another affiliate of Willow Wealth Markets may receive a portion of any “promote” or “carried interest” distributions payable to sponsors of joint ventures in which certain of the Funds invest. The application, amount or percentage of all such fees is negotiated for each transaction and is disclosed in the offering or update documents for each Fund.
Registered Representatives are compensated in a variety of manners, including payment of base salaries, commissions or bonuses for capital raised, and bonuses based on other factors, such as individual performance or overall revenue of Willow Wealth Inc.
Our Services
Willow Wealth Markets’ services are limited to acting as placement agent for the Funds as well as certain third-party registered investment products. Willow Wealth Markets does not open or maintain brokerage accounts, provide any investment advice, provide ongoing monitoring of investments, or provide any other customary securities brokerage services. Willow Wealth Markets does not buy or sell securities for its own account.
Conflicts of Interest
Willow Wealth Markets’ affiliate WAM earns management and other fees from these private funds and accounts, and Willow Wealth Markets therefore has an incentive to recommend them to you. The Registered Representatives are under regulatory obligations to ensure their recommendations are reasonable, but they will not consider any alternative third-party products or provide advice with respect to your overall allocation of investments. You are advised to consult with your financial and tax advisers before making any investment.
Registered Representatives are often compensated in part through commissions or bonuses earned for capital raised from our clients. To mitigate the potential sales conflict of interest, our policies, procedures and supervision help ensure the focus is on the most appropriate solutions for our clients.
Please refer to additional conflicts disclosures in the offering or update documents for each security or investment product.
Risk Factors
While we will take reasonable care in developing and making recommendations to you, all securities involve risk and you may lose money. There is no guarantee that you will meet your investment goals, or that the securities we recommend will perform as anticipated. Specific risks include, but are not limited to, the following:
- Potential Lack of Diversification. The investments we recommend will be limited in number and, as a consequence, will have limited diversification by asset type, location or other criteria. Consequently, the overall performance of the investments we recommend may be adversely affected by the unfavorable performance of a small number of the investments.
- Illiquidity of Investments. Purchases of the securities we recommend should be considered a long-term investment and liquidity may not be achieved at the most favorable price, if at all. Investments made in an investment fund that invests in a joint venture may also be more illiquid than investments made directly in the joint venture.
- Speculative Investments for Suitable Investors Only. Investments in private markets contain risk and each investor assumes a risk of loss. Investments of this nature are only appropriate for investors that meet the eligibility requirements and are suitable only for investors that can bear the loss of their entire investment.
Please consult the applicable offering documents for any securities or investment product we recommend for a discussion of the specific risks associated with each security or product.