Willow Tree Capital Corp 8-K

What Happened
Willow Tree Capital Corporation announced an unregistered sale of common stock on May 15, 2026. The company issued and sold approximately 580,074 shares of its common stock for an aggregate price of $9.4 million under subscription agreements with investors. The company says the sale was exempt from Securities Act registration under Section 4(a)(2) and Regulation D.

Key Details

• Item reported: 3.02 — Unregistered Sales of Equity Securities.
• Shares issued/sold: ~580,074 common shares.
• Proceeds: $9.4 million aggregate offering price.
• Date of issuance/sale: May 15, 2026; 8-K signed May 20, 2026 by CFO Mark Klingensmith.

Why It Matters
This transaction raises capital for the company without a public registered offering. For shareholders, the issuance increases the number of shares outstanding and can dilute existing ownership percentages. The use of Regulation D/Section 4(a)(2) indicates sales were made privately to specified investors rather than through a public market offering.