Item 3.02 - Unregistered Sales of Equity Securities.
On October 1, 2026, Willow Tree Capital Corporation (the "Company") sold approximately 67,131 shares of common stock (the "Shares") of the Company, for a price per share of $15.97 (with the final number of shares being determined on October 29, 2026), for an aggregate offering price of $1.1 million.
The sale of the Shares described was made pursuant to subscription agreements entered into by the Company and its investors. 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.