Willow Tree Capital Corp 8-K

What Happened
Willow Tree Capital Corporation announced it issued and sold approximately 3,101,737 common shares for an aggregate $50.0 million on December 29, 2025. The sale was made under subscription agreements with the company’s investors, who fund drawdowns to purchase shares as needed up to their capital commitments. The issuance was completed as an exemption from registration under Section 4(a)(2) of the Securities Act and Regulation D. The 8-K was filed and signed by CFO Mark Klingensmith on December 30, 2025.

Key Details

• Shares issued: ~3,101,737 common shares.
• Proceeds: $50.0 million aggregate offering price (implied price ~ $16.12 per share).
• Capital commitments: of ~$470.4 million total commitments, the company has drawn ~$368.9 million after this sale (leaving ~ $101.5 million undrawn).
• Transaction type: private subscription agreements; exempt from registration under Section 4(a)(2) and Regulation D.

Why It Matters
This transaction raises $50 million in cash for Willow Tree Capital without a public registration, indicating the company is continuing to draw on investor commitments to fund its operations or investments. For existing shareholders, issuing ~3.1 million new shares can dilute ownership and voting percentages. Because the sale was conducted under a registration exemption, the new shares may have limited immediate liquidity compared with a registered public offering. Investors should note the change in capital structure and remaining undrawn commitments when assessing future funding flexibility.