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): ~~June~~July 262, 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 53.0702 ~~Submission~~Unregistered ofSales ~~Matters to Vote~~ of ~~Security~~Equity ~~Holders~~Securities

On ~~June 26~~July 2, 2025, Willow Tree Capital Corporation (the “Company”) ~~held~~issued ~~its~~and ~~2025~~sold ~~annual~~approximately ~~meeting~~2,148,557 common shares of ~~stockholders~~beneficial interest (the “~~Annual Meeting~~Shares”) toof ~~consider~~ the ~~proposal~~Company ~~described~~for inan ~~detail~~aggregate inoffering ~~the~~price ~~Company’s~~of ~~definitive~~$35.0 ~~proxy~~million. ~~statement~~Following onsuch ~~Schedule~~sale ~~14A~~of ~~filed~~Shares, ~~with~~out ~~the~~of ~~Securities~~an ~~and~~aggregate ~~Exchange~~of ~~Commission~~approximately ~~on April 30, 2025~~$470.4 Atmillion ~~the~~of ~~Annual~~capital ~~Meeting~~commitments, the Company’s ~~stockholders~~has ~~voted~~drawn onapproximately ~~the~~$318.9 ~~following proposal and cast their votes as described below~~million.

~~Proposal~~The 1sale -of ~~Election~~the Shares described was made pursuant to subscription agreements entered into by the Company and its investors. Under the terms of the ~~Director~~subscription ~~Nominee~~agreements, investors are required to fund drawdowns to purchase the Shares up to the amount of its capital commitment on an as-needed basis.

~~Stockholders~~The ~~elected~~issuance ~~Timothy~~and ~~Lower~~sale asof athe ~~Class~~Shares Iare ~~director~~exempt tofrom ~~serve~~the ~~until~~registration ~~the~~requirements ~~Company’s~~of ~~2028~~the ~~annual~~Securities ~~meeting~~Act of ~~stockholders~~1933, oras ~~until~~amended, ~~his~~pursuant ~~respective~~to ~~successor~~Section is4(a)(2) ~~duly~~thereof ~~elected~~ and ~~qualified.~~Regulation ~~The~~D ~~following votes were taken in connection with this proposal:~~thereunder.

Director

Votes For

Votes Withheld

Timothy Lower

9,871,052

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: July 1, 2025	By:	/s/ Mark Klingensmith
Date: July 8, 2025	By:	/s/ Mark Klingensmith
		Name: Mark Klingensmith
		Title: Chief Financial Officer

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