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): ~~February~~March 2128, 2025

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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 13.0102 –Unregistered ~~Entry~~Sales ~~into~~of aEquity ~~Material~~Securities ~~Definitive Agreement.~~

On ~~February 21~~March 28, 2025, ~~WT Capital Fund – SPV1, LLC (the “Borrower”), a Delaware limited liability company and wholly-owned subsidiary of the~~ Willow Tree Capital Corporation (the "“Company"”), ~~entered~~issued ~~into a First Amendment to Amended~~ and ~~Restated~~sold ~~Loan~~approximately 3,090,235 ~~Security~~common ~~and~~shares ~~Collateral~~of ~~Management~~beneficial ~~Agreement~~interest (the ~~"First Amendment"~~“Shares”), ~~which~~of ~~amends~~ the ~~Amended~~Company ~~and~~for ~~Restated~~an ~~Loan,~~aggregate ~~Security~~offering ~~and~~price ~~Collateral Management Agreement, dated as~~ of ~~November~~$50.0 8,million. ~~2024,~~Following bysuch ~~and~~sale ~~between~~of ~~the Company~~Shares, asout ~~collateral~~of ~~manager~~an ~~and~~aggregate ~~transferor,~~of ~~the~~approximately ~~Borrower,~~$470.4 ~~each~~million of ~~the~~capital ~~lenders from time to time party thereto~~commitments, ~~Ally~~the ~~Bank, as administrative agent and arranger, and State Street Bank and Trust~~ Company, ashas ~~collateral~~drawn ~~custodian~~approximately ~~(the "A&R Credit Facility")~~$283.9 ~~Unless otherwise indicated, the terms used below have the meanings ascribed in the First Amendment~~million.

The ~~First~~sale ~~Amendment~~of ~~amends~~ the ~~A&R~~Shares ~~Credit~~described ~~Facility~~was made pursuant to, ~~among~~subscription ~~other~~agreements ~~things,~~entered ~~increase~~into by the ~~Facility~~Company ~~Amount~~and ~~from~~its ~~$300~~investors. Under the terms of the subscription agreements,~~000,000~~ investors are required to ~~$500,000,000~~fund drawdowns to purchase the Shares up to the amount of its capital commitment on an as-needed basis.

The ~~foregoing~~issuance ~~description~~and sale of the ~~First~~Shares ~~Amendment~~are ~~does~~exempt ~~not~~from ~~purport~~the toregistration berequirements ~~complete~~of ~~and is qualified in its entirety by reference to~~ the ~~full~~Securities ~~text~~Act of ~~the~~1933, ~~First~~as ~~Amendment~~amended, ~~which~~pursuant isto ~~attached~~Section ~~hereto~~4(a)(2) asthereof ~~Exhibit~~and 10Regulation D thereunder.1.

Item 2.03 – Creation of a Direct Financial Obligation.

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number						Description
10.1						First Amendment to Amended and Restated Loan, Security and Collateral Management Agreement, dated as of February 21, 2025, by and between Willow Tree Capital Corporation, as collateral manager, WT Capital Fund – SPV1, LLC, as borrower, each of the lenders from time to time party thereto and Ally Bank, as administrative agent and arranger.

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: February 27, 2025	By:	/s/ Mark Klingensmith
Date: April 02, 2025	By:	/s/ Mark Klingensmith
		Name: Mark Klingensmith
		Title: Chief Financial Officer

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