Willow Tree Capital Corp - 8-K

Item 3.02 Unregistered Sales of Equity Securities

On December 29, 2025, Willow Tree Capital Corporation (the “Company”) issued and sold approximately 3,101,737 common shares of beneficial interest (the “Shares”) of the Company for an aggregate offering price of $50.0 million. Following such sale of Shares, out of an aggregate of approximately $470.4 million of capital commitments, the Company has drawn approximately $368.9 million.

The sale of the Shares described was made pursuant to subscription agreements entered into by the Company and its investors. Under the terms of the subscription agreements, investors are required to fund drawdowns to purchase the Shares up to the amount of its capital commitment on an as-needed basis.

The issuance and sale of the Shares are exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Regulation D thereunder.