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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM 8-K
______________________
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 21, 2025
______________________
Willow Tree Capital Corporation
(Exact name of Registrant as Specified in Its Charter)
______________________
Maryland814-0169893-2706372
(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)
______________________
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):
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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
None
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 1.01 – Entry into a Material Definitive Agreement.
On February 21, 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 into a First Amendment to Amended and Restated Loan, Security and Collateral Management Agreement (the "First Amendment"), which amends the Amended and Restated Loan, Security and Collateral Management Agreement, dated as of November 8, 2024, by and between the Company, as collateral manager and transferor, the Borrower, each of the lenders from time to time party thereto, Ally Bank, as administrative agent and arranger, and State Street Bank and Trust Company, as collateral custodian (the "A&R Credit Facility"). Unless otherwise indicated, the terms used below have the meanings ascribed in the First Amendment.

The First Amendment amends the A&R Credit Facility to, among other things, increase the Facility Amount from $300,000,000 to $500,000,000.

The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amendment, which is attached hereto as Exhibit 10.1.
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 NumberDescription
10.1


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
Name: Mark Klingensmith
Title:   Chief Financial Officer