Redwood Trust to issue $125M 9.75% notes due 2031

Q: What did Redwood Trust (RWT) announce regarding new debt financing?

Redwood Trust agreed to issue $125,000,000 of 9.75% senior notes due 2031 under an underwriting agreement with major banks. The notes are part of an underwritten public offering using the company’s existing Form S-3 shelf registration.

Q: What are the key terms of Redwood Trust’s new 9.75% senior notes due 2031?

The notes carry a fixed 9.75% interest rate and mature in 2031. They are senior unsecured obligations of Redwood Trust, issued in an aggregate principal amount of $125,000,000 as part of an underwritten public offering.

Q: Does Redwood Trust (RWT) include an over-allotment option in this notes offering?

Yes. Redwood Trust granted underwriters a 30-day option to purchase up to an additional $18,750,000 aggregate principal amount of the 9.75% senior notes. This option is intended solely to cover over-allotments in the offering.

Q: Which banks are underwriting Redwood Trust’s new senior notes offering?

The underwriting syndicate is led by Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, UBS Securities LLC, Wells Fargo Securities, LLC, Goldman Sachs & Co. LLC, and Piper Sandler & Co. They act as representatives of the several underwriters purchasing the notes.

Redwood Trust, Inc. entered into an underwriting agreement to issue $125,000,000 aggregate principal amount of 9.75% senior notes due 2031 in an underwritten public offering.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Redwood Trust, Inc. entered into an underwriting agreement to issue $125,000,000 aggregate principal amount of 9.75% senior notes due 2031 in an underwritten public offering.

The company also granted the underwriters a 30-day option to purchase up to an additional $18,750,000 principal amount of notes to cover over-allotments. The notes are being issued off an existing Form S-3 shelf registration, with the offering expected to close on May 27, 2026.

Insights

Redwood adds fixed-rate 2031 debt via $125M senior notes.

Redwood Trust is issuing $125,000,000 of 9.75% senior notes due 2031 under an underwriting agreement with several major banks, plus an underwriters’ option for another $18,750,000. These notes are issued under an existing Form S-3 shelf registration.

The fixed-rate structure to 2031 locks in interest costs at 9.75%, which is a relatively high coupon typical of higher-yield corporate or financial issuers. Actual balance sheet impact will depend on whether the over-allotment option is exercised and how the proceeds are ultimately used, which is not detailed in this excerpt.

The expected closing on May 27, 2026 marks when the notes and related cash flows begin. Future company filings may outline the allocation of proceeds between refinancing, growth, or general corporate purposes, which will shape the long-term effect on leverage and interest expense.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Senior notes principal amount: $125,000,000 Coupon rate: 9.75% Over-allotment option: $18,750,000 +2 more

5 metrics

Senior notes principal amount $125,000,000 Aggregate principal amount of 9.75% senior notes due 2031

Coupon rate 9.75% Interest rate on new senior notes due 2031

Over-allotment option $18,750,000 Additional principal amount underwriters may purchase within 30 days

Maturity year 2031 Final maturity of new senior notes

Expected closing date May 27, 2026 Scheduled closing of the senior notes offering

Key Terms

underwriting agreement, over-allotments, Registration Statement on Form S-3, prospectus supplement, +1 more

5 terms

underwriting agreement financial

"entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

over-allotments financial

"30-day option to purchase up to an additional $18,750,000 ... to cover solely over-allotments"

An over-allotment is a temporary extra batch of shares that the underwriters of a stock offering are allowed to sell beyond the original amount, with the right to buy those shares back later. Think of it as spare tickets sold to meet demand and then reclaimed if needed to keep the market orderly; it helps stabilize the stock price after an offering and can affect short-term supply and potential dilution, which matters to investors tracking price and ownership stakes.

Registration Statement on Form S-3 regulatory

"registered pursuant to the Registration Statement on Form S-3 (Registration Statement No. 333-285506)"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

prospectus supplement regulatory

"including the prospectus supplement filed by the Company with the Commission pursuant to Rule 424(b)"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

senior notes financial

"$125,000,000 aggregate principal amount of its 9.75% senior notes due 2031 (the “Notes”)"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

FAQ

What did Redwood Trust (RWT) announce regarding new debt financing?

Redwood Trust agreed to issue $125,000,000 of 9.75% senior notes due 2031 under an underwriting agreement with major banks. The notes are part of an underwritten public offering using the company’s existing Form S-3 shelf registration.

What are the key terms of Redwood Trust’s new 9.75% senior notes due 2031?

The notes carry a fixed 9.75% interest rate and mature in 2031. They are senior unsecured obligations of Redwood Trust, issued in an aggregate principal amount of $125,000,000 as part of an underwritten public offering.

Does Redwood Trust (RWT) include an over-allotment option in this notes offering?

Yes. Redwood Trust granted underwriters a 30-day option to purchase up to an additional $18,750,000 aggregate principal amount of the 9.75% senior notes. This option is intended solely to cover over-allotments in the offering.

When is Redwood Trust’s 9.75% senior notes offering expected to close?

The offering of Redwood Trust’s 9.75% senior notes due 2031 is expected to close on May 27, 2026. At closing, the company should receive proceeds and the notes will begin accruing interest at the stated coupon.

Under what registration has Redwood Trust (RWT) registered the 9.75% notes?

The 9.75% senior notes due 2031 are registered under Redwood Trust’s Form S-3 Registration Statement No. 333-285506, as amended by Post-Effective Amendment No. 1, using a prospectus dated March 3, 2025 and a May 19, 2026 prospectus supplement.

Which banks are underwriting Redwood Trust’s new senior notes offering?

The underwriting syndicate is led by Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, UBS Securities LLC, Wells Fargo Securities, LLC, Goldman Sachs & Co. LLC, and Piper Sandler & Co. They act as representatives of the several underwriters purchasing the notes.

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Accepted by SEC EDGAR 05/20/2026 - 05:00 PM

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): May 19, 2026

REDWOOD TRUST, INC.

(Exact name of registrant as specified in its charter)

Maryland

(State or other jurisdiction
of incorporation)

001-13759

(Commission
File Number)

68-0329422

(I.R.S. Employer
Identification No.)

One Belvedere Place
Suite 300
Mill Valley, California 94941
(Address of principal executive offices and Zip Code)

(415) 389-7373
(Registrant’s telephone number, including area code)

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 Instruction A.2. below):

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

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

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

¨	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
Common Stock, par value $0.01 per share	RWT	New York Stock Exchange
10% Series A Fixed-Rate Reset Cumulative Redeemable Preferred Stock, par value $0.01 per share	RWT PRA	New York Stock Exchange
9.125% Senior Notes Due 2029	RWTN	New York Stock Exchange
9.00% Senior Notes Due 2029	RWTO	New York Stock Exchange
9.125% Senior Notes Due 2030	RWTP	New York Stock Exchange
9.500% Senior Notes Due 2030	RWTQ	New York Stock Exchange

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 ¨

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. ¨

Item 8.01

Other Events.

On May 19, 2026, Redwood Trust, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, UBS Securities LLC, Wells Fargo Securities, LLC, Goldman Sachs & Co. LLC and Piper Sandler & Co., as representatives of the several underwriters named therein (collectively, the “Underwriters”), pursuant to which the Company agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Company, $125,000,000 aggregate principal amount of its 9.75% senior notes due 2031 (the “Notes”) (the “Offering”). In connection with the Offering, the Company granted the Underwriters a 30-day option to purchase up to an additional $18,750,000 aggregate principal amount of Notes, to cover solely over-allotments. Pursuant to the terms of the Underwriting Agreement, the parties have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Act”).

The Notes have been registered pursuant to the Registration Statement on Form S-3 (Registration Statement No. 333-285506), as amended by Post-Effective Amendment No. 1 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Act, including the prospectus supplement filed by the Company with the Commission pursuant to Rule 424(b) under the Act dated May 19, 2026 to the prospectus contained in the Registration Statement dated March 3, 2025, as amended on August 21, 2025. The Offering is expected to close on May 27, 2026.

A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Description
1.1		Underwriting Agreement by and among Redwood Trust, Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, UBS Securities LLC, Wells Fargo Securities, LLC, Goldman Sachs & Co. LLC and Piper Sandler & Co., dated May 19, 2026.

104		Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

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

Date: May 20, 2026	REDWOOD TRUST, INC.

	By:	/s/ Brooke E. Carillo
		Name: Brooke E. Carillo
		Title: Executive Vice President and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Redwood Trust to issue $125M 9.75% notes due 2031

Rhea-AI Filing Summary

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