UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~March 24~~May 15, 2026

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Willow Tree Capital Corporation

(Exact name of Registrant as Specified in Its Charter)

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Maryland	814-01698	93-2706372
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


450 Park Avenue 29th Floor New York, NY			10022
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s Telephone Number, Including Area Code: (212) 218-1090

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 3.02 - Unregistered Sales of Equity Securities .

On ~~March~~May 2415, 2026, Willow Tree Capital Corporation (the “Company”) issued and sold approximately 1580,~~711,263~~074 ~~common~~ shares of ~~beneficial~~common ~~interest~~stock (the “Shares”) of the Company for an aggregate offering price of $279.~~5 million. Following such sale of Shares, out of an aggregate of approximately $470.~~4 million ~~of capital commitments, the Company has drawn approximately $396~~.~~4 million.~~

The sale of the Shares described was made pursuant to subscription agreements entered into by the Company and its investors. ~~Under~~The ~~the~~issuance ~~terms~~and sale of the ~~subscription~~Shares ~~agreements, investors~~ are ~~required~~exempt tofrom ~~fund~~the ~~drawdowns~~registration torequirements ~~purchase~~of the ~~Shares~~Securities upAct toof ~~the~~1933, ~~amount~~as ofamended, ~~its~~pursuant ~~capital~~to ~~commitment~~Section on4(a)(2) anthereof ~~as-needed~~and ~~basis~~Regulation D thereunder.

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.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Willow Tree Capital Corporation
Date: March 30, 2026	By:	/s/ Mark Klingensmith
Date: May 20, 2026	By:	/s/ Mark Klingensmith
		Name: Mark Klingensmith
		Title: Chief Financial Officer

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