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Redwood Trust sets $0.18 Q3 dividend, plans $150M notes

Redwood Trust, Inc. (RWT) declared third quarter 2026 dividends and announced balance-sheet actions including a planned convertible notes offering and sales of legacy loans.

(Very High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Redwood Trust, Inc. (RWT) declared third quarter 2026 dividends and announced balance-sheet actions including a planned convertible notes offering and sales of legacy loans. The Board declared a $0.18 per share common stock dividend, unchanged from the prior quarter and representing the 109th consecutive quarterly common dividend, payable September 30, 2026 to holders of record on September 23, 2026. The Board also declared a third quarter 2026 dividend on the 10.00% Series A preferred stock of $0.625 per share, payable October 15, 2026 to holders of record on October 1, 2026.

Redwood reached preliminary agreements to dispose of certain legacy bridge loans with an aggregate unpaid principal balance of up to $190 million, which management currently estimates would reduce book value per share by approximately 2% from the June 30, 2026 level. These dispositions are targeted to close late in the third quarter or early in the fourth quarter of 2026 and remain subject to definitive documentation and closing conditions. Separately, Redwood plans a private offering of $150 million aggregate principal amount of convertible senior notes due 2030, with an option for initial purchasers to buy up to an additional $22.5 million of notes. The company intends to use a portion of the net proceeds to repurchase part of its 2027 notes, up to $20 million to repurchase common stock, and the remainder for general corporate purposes and funding its housing credit platforms.

Positive

  • $0.18 Q3 2026 common dividend is maintained, marking Redwood’s 109th consecutive quarterly common dividend and signaling ongoing commitment to shareholder payouts.
  • Planned $150 million convertible notes due 2030 with part of the proceeds earmarked to repurchase existing 2027 Notes indicates proactive liability management.
  • Intention to use up to $20 million of net proceeds to repurchase common stock could support shareholder value if executed.

Negative

  • Planned sale of legacy bridge loans with up to $190 million unpaid principal balance is expected to reduce book value per share by approximately 2% from June 30, 2026.
  • Issuance of $150 million in senior unsecured convertible notes due 2030, plus a $22.5 million upsize option, increases debt and introduces potential future equity dilution upon conversion.

Filing Explained

The notes are not yet issued, and any conversion-related dilution remains unquantifiable because the conversion terms are undisclosed.

The proposed convertible notes remain planned, not issued. If completed, they would be senior unsecured obligations, and conversion could result in additional common shares, which would reduce existing holders’ percentage ownership absent offsetting changes.

The stated $150 million principal amount is accompanied by up to $22.5 million of additional purchase capacity; the filing does not establish that the option will be exercised. Interest rate, offering price, and conversion terms remain undetermined, so the potential share issuance and dilution cannot be sized from this disclosure.

The next material state change would be a later disclosure showing whether the notes were priced and issued, followed by conversion terms that establish any share-count effect.

Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
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.
Q3 2026 common dividend per share $0.18 per share Third quarter 2026 regular common stock dividend, unchanged from Q2 2026
Q3 2026 Series A preferred dividend per share $0.625 per share Third quarter 2026 dividend on 10.00% Series A preferred stock
Consecutive quarterly common dividends 109 quarters Counts through the third quarter 2026 dividend declaration
Legacy bridge loans unpaid principal balance $190.0 million Aggregate unpaid principal balance subject to proposed dispositions
Estimated book value per share impact 2% decrease Approximate reduction from June 30, 2026 book value per share from proposed loan sales
Convertible Notes due 2030 base offering $150.0 million Aggregate principal amount of proposed private offering of convertible senior notes
Convertible Notes due 2030 upsize option $22.5 million Additional principal amount initial purchasers may buy within 13 days of issuance
Planned common stock repurchases from proceeds $20.0 million Maximum net proceeds earmarked to repurchase Redwood common stock
Convertible Senior Notes financial
"plans to offer, subject to market and other conditions, $150,000,000 aggregate principal amount of convertible senior notes due 2030"
Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.
qualified institutional buyers regulatory
"in a private offering to persons reasonably believed to be qualified institutional buyers"
Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.
book value per share financial
"impact of the Proposed Dispositions on the Company’s book value per share is an approximately 2% decrease"
Book value per share is a company’s net worth on paper — total assets minus liabilities — divided by the number of outstanding shares, showing the equity value attributable to each share. Investors use it like a per-slice estimate of a company’s underlying value to compare with the market price; if the market price is far above the book value, the stock may be priced for strong future profits, and if it’s below, the stock might look undervalued or reflect asset concerns.
legacy bridge loans financial
"agreements with certain counterparties to dispose of certain legacy bridge loans with an aggregate unpaid principal balance"
real estate investment trust financial
"Redwood Trust is internally managed and structured as a real estate investment trust for tax purposes"
A real estate investment trust (REIT) is a company that owns and manages income-producing properties—like apartment buildings, shopping centers, offices, or warehouses—and is required to pass most of its rental income to shareholders as dividends. Think of it as a shared property owner: instead of buying a whole building, investors buy a slice of a portfolio that pays regular income and can offer exposure to property values and rental markets without direct management. REITs matter to investors for predictable income, diversification, and liquidity compared with owning physical real estate.
Offering Type other
Use of Proceeds Repurchase a portion of 2027 Notes, up to $20.0 million to repurchase common stock, and the remainder for general corporate purposes including funding housing credit platforms and related investments.

FAQ

What dividend did Redwood Trust (RWT) declare for its common stock for Q3 2026?

Redwood Trust declared a third quarter 2026 regular common stock dividend of $0.18 per share, unchanged from the second quarter, payable on September 30, 2026 to stockholders of record on September 23, 2026.

What is the Q3 2026 dividend on Redwood Trust’s Series A preferred stock?

For its 10.00% Series A preferred stock, Redwood Trust declared a third quarter 2026 dividend of $0.625 per share, payable on October 15, 2026 to stockholders of record on October 1, 2026.

How will the planned legacy bridge loan sales affect Redwood Trust (RWT) book value?

Redwood estimates that disposing of legacy bridge loans with up to $190 million in unpaid principal balance would reduce book value per share by approximately 2% from its June 30, 2026 book value per share.

What are the key terms of Redwood Trust’s proposed convertible notes due 2030?

Redwood plans a private offering of $150 million aggregate principal amount of senior unsecured convertible notes due 2030, with an option for initial purchasers to buy up to an additional $22.5 million. The interest rate and offering price will be set through negotiations.

How does Redwood Trust intend to use proceeds from the 2030 convertible notes offering?

Redwood intends to use proceeds to repurchase a portion of its 2027 Notes, up to $20 million to repurchase common stock, and the remainder for general corporate purposes, including funding its Sequoia, Aspire and CoreVest platforms and related investments.

Are Redwood Trust’s planned legacy loan dispositions finalized?

No. The preliminary agreements to dispose of legacy bridge loans remain subject to definitive documentation, closing conditions and other customary matters, and may not be completed on the contemplated terms, within the expected timeframe, or at all.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): September 10, 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
9.50% Senior Notes Due 2030 RWTQ New York Stock Exchange
9.75% Senior Notes due 2031 RWTS 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 7.01. Regulation FD Disclosure.

 

On September 10, 2026, Redwood Trust, Inc. (the “Company”) issued a press release announcing that the Board of Directors (the “Board”) declared third quarter 2026 common and preferred stock dividends. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

The Board declared a third quarter 2026 regular common stock dividend of $0.18 per share, payable on September 30, 2026 to stockholders of record on September 23, 2026.

 

In accordance with the terms of the Company's 10.00% Series A Fixed-Rate Reset Cumulative Redeemable Preferred Stock (“Series A”), the Board declared a Series A dividend for the third quarter of 2026 of $0.625 per share. Dividends for the Series A are payable on October 15, 2026 to stockholders of record on October 1, 2026.

 

The information contained in this Item 7.01 and the attached Exhibit 99.1 is furnished to and not filed with the Securities and Exchange Commission, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except as shall be expressly set forth by specific reference in such filing.

 

Item 8.01 Other Events.

 

Business Update

 

The Company recently reached preliminary agreements with certain counterparties to dispose of certain legacy bridge loans with an aggregate unpaid principal balance of up to approximately $190 million (the “Proposed Dispositions”). The Proposed Dispositions are targeted to close late in the third quarter or early in the fourth quarter of 2026. The estimated impact of the Proposed Dispositions on the Company’s book value per share is an approximately 2% decrease in book value per share from book value per share at June 30, 2026.

 

The Proposed Dispositions remain subject to the execution of definitive documentation, satisfaction of applicable closing conditions and other customary matters. Accordingly, there can be no assurance that the Proposed Dispositions will be completed on the currently contemplated terms – including with respect to the aggregate purchase price or composition of assets subject to the Proposed Dispositions – within the anticipated timeframe, or at all.

 

The estimated impact of the Proposed Dispositions on book value presented above is preliminary and based on information currently available to management, and may vary from our actual financial results as of and for any current and future period. Further, this preliminary estimate is not a comprehensive statement or estimate of our financial results or financial condition as of and for any current and future period. This preliminary estimate should not be viewed as a substitute for full interim or quarter-end financial statements prepared in accordance with GAAP and is not necessarily indicative of the results to be achieved in the current or any future period.

 

 

 

Convertible Notes Offering

 

On September 10, 2026, the Company issued a press release relating to its proposed private offering of Convertible Senior Notes due 2030 (the “Notes”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.

 

Neither this Current Report on Form 8-K nor the press release constitutes an offer to sell, or the solicitation of an offer to buy, the Notes or the shares of the Company’s common stock, if any, issuable upon conversion of the Notes.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This Current Report on Form 8-K contains certain “forward-looking” statements as that term is defined by Section 27A of the Securities Act and Section 21E of the Exchange Act. Statements that are predictive in nature, that depend on or relate to future events or conditions, or that include words such as “believes”, “anticipates”, “expects”, “may”, “will”, “would,” “should”, “estimates”, “could”, “intends”, “plans” or other similar expressions are forward-looking statements, including the completion of the Proposed Dispositions and the Company’s estimate of the impact of the Proposed Dispositions on book value per share. These forward-looking statements are based on the Company’s current assumptions, expectations and beliefs and are subject to numerous risks, including, among other things, those set forth under the caption “Risk Factors” in the Company’s most recent filings with the Securities and Exchange Commission, uncertainties, assumptions and changes in circumstances that may cause the Company’s actual results, performance or achievements to differ materially from those expressed or implied in any forward-looking statement. The Company cautions investors not to place undue reliance on the forward-looking statements contained in this Current Report on Form 8-K.

 

Further information on these and other factors that could affect the Company’s the forward-looking statements in this Current Report on Form 8-K is included in the Company’s filings with the Securities and Exchange Commission, including, among others, the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, particularly under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 

The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits
   
Exhibit 99.1 Press Release issued September 10, 2026
Exhibit 99.2 Press Release issued September 10, 2026
Exhibit 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: September 10, 2026 REDWOOD TRUST, INC.
     
  By: /s/ Brooke E. Carillo
    Name: Brooke E. Carillo
    Title: Executive Vice President and Chief Financial Officer

 

 

 

 

Exhibit 99.1

 

 

 

REDWOOD TRUST ANNOUNCES THIRD QUARTER 2026 COMMON AND PREFERRED DIVIDENDS

 

MILL VALLEY, CA –– Redwood Trust, Inc. (NYSE: RWT; “Redwood” or the “Company”), a leader in expanding access to housing for homebuyers and renters, today announced that its Board of Directors (the “Board”) has declared third quarter 2026 common and preferred stock dividends.

 

Common Stock Dividend

The Board has authorized the declaration of a third quarter 2026 regular common stock dividend of $0.18 per share, unchanged from the second quarter of 2026. This marks the Company's 109th consecutive quarterly common dividend. The third quarter 2026 common stock dividend is payable on September 30, 2026 to stockholders of record on September 23, 2026.

 

Preferred Stock Dividend

In accordance with the terms of Redwood’s 10.00% Series A Fixed-Rate Reset Cumulative Redeemable Preferred Stock (“Series A”), the Board authorized the declaration of a Series A dividend for the third quarter of 2026 of $0.625 per share. Dividends for the Series A are payable on October 15, 2026 to stockholders of record on October 1, 2026.

 

About Redwood

Redwood Trust, Inc. (NYSE: RWT) is a specialty finance company focused on several distinct areas of housing credit where we provide liquidity to growing segments of the U.S. housing market not well served by government programs. We deliver customized housing credit investments to a diverse mix of investors, through our best-in-class securitization platforms, whole-loan distribution activities, joint ventures and our publicly traded shares. We operate through three core residential housing-focused operating platforms Sequoia, Aspire, and CoreVest — alongside our complementary Redwood Investments portfolio which is primarily composed of assets we source through these platforms. Redwood Investments also includes RWT Horizons®, our unified technology platform spanning internal AI innovation and strategic investments across the ecosystem, which supports our efforts to develop an AI-first operating model that enables compounding operational leverage and scalable growth. This reflects how we manage and organize our business and may differ from the manner in which our reportable segments are presented for financial reporting purposes. Our goal is to provide attractive returns to shareholders through a stable and growing stream of earnings and dividends, capital appreciation, and a commitment to technological innovation that facilitates risk minded scale. Redwood Trust is internally managed and structured as a real estate investment trust ("REIT") for tax purposes. For more information about Redwood, please visit our website at www.redwoodtrust.com or connect with us on LinkedIn.

 

CONTACT

Investor Relations

Phone: 866-269-4976

Email: investorrelations@redwoodtrust.com

 

 

 

Exhibit 99.2

 

FOR IMMEDIATE RELEASE

Redwood Trust, Inc.

September 10, 2026

 

Redwood Trust Announces Offering of Convertible Senior Notes due 2030

 

MILL VALLEY, Calif.—(BUSINESS WIRE)—Redwood Trust, Inc. (NYSE: RWT; “Redwood” or the “Company”), a leader in expanding access to housing for homebuyers and renters, today announced that it plans to offer, subject to market and other conditions, $150,000,000 aggregate principal amount of convertible senior notes due 2030 (the “Notes”) in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Redwood expects to grant the initial purchasers of the Notes an option to purchase, for settlement within a period of 13 days from, and including, the date the Notes are first issued, up to an additional $22,500,000 principal amount of Notes. The Notes will be senior unsecured obligations of Redwood. The interest rate and offering price are to be determined by negotiations between Redwood and the initial purchasers of the Notes.

 

Redwood intends to use a portion of the net proceeds from the offering to repurchase a portion of its 2027 Notes concurrently with the pricing of the offering in privately negotiated transactions effected through one of the initial purchasers of the Notes or its affiliate, as Redwood’s agent. Redwood intends to use up to $20.0 million of the net proceeds from the offering to repurchase shares of its common stock concurrently with the pricing of the offering in privately negotiated transactions effected through one of the initial purchasers of the Notes or its affiliate, as Redwood’s agent. Redwood intends to use the remainder of the net proceeds from the offering for general corporate purposes, including funding Redwood’s operating businesses and investment activities, such as its Sequoia, Aspire, and CoreVest mortgage banking platforms, acquiring related assets for its Redwood Investments portfolio, and pursuing strategic acquisitions and investments. Holders of the 2027 Notes that are repurchased in the concurrent repurchases described above may purchase shares of Redwood’s common stock in the open market to unwind any hedge positions they may have with respect to the 2027 Notes. These activities may affect the trading price of Redwood’s common stock and the initial conversion price of the notes. The concurrent repurchases of shares of Redwood’s common stock described above may result in Redwood’s common stock trading at prices that are higher than would be the case in the absence of these repurchases, which may result in a higher initial conversion price for the notes Redwood is offering.

 

The offer and sale of the Notes and any shares of common stock issuable upon conversion of the Notes have not been, and will not be, registered under the Securities Act or any other securities laws, and the Notes and any such shares cannot be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the Notes or any shares of common stock issuable upon conversion of the Notes, nor will there be any sale of the Notes or any such shares, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.

 

 

 

About Redwood Trust

 

Redwood Trust, Inc. (NYSE: RWT) is a specialty finance company focused on several distinct areas of housing credit where we provide liquidity to growing segments of the U.S. housing market not well served by government programs. We deliver customized housing credit investments to a diverse mix of investors, through our best-in-class securitization platforms, whole-loan distribution activities, joint ventures and our publicly traded shares. We operate through three core residential housing-focused operating platforms — Sequoia, Aspire, and CoreVest — alongside our complementary Redwood Investments portfolio which is primarily composed of assets we source through these platforms. Redwood Investments also includes RWT Horizons®, our unified technology platform spanning internal AI innovation and strategic investments across the ecosystem, which supports our efforts to develop an AI-first operating model that enables compounding operational leverage and scalable growth. This reflects how we manage and organize our business and may differ from the manner in which our reportable segments are presented for financial reporting purposes. Our goal is to provide attractive returns to shareholders through a stable and growing stream of earnings and dividends, capital appreciation, and a commitment to technological innovation that facilitates risk-minded scale. Redwood Trust is internally managed and structured as a real estate investment trust for tax purposes.

 

CAUTIONARY STATEMENT: This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, such as statements related to the offering and the expected use of the net proceeds. Forward-looking statements involve numerous risks and uncertainties. Redwood’s actual results may differ materially from those projected, and Redwood cautions investors not to place undue reliance on the forward-looking statements contained in this release. Forward-looking statements are not historical in nature and can be identified by words such as “anticipate,” “estimate,” “will,” “should,” “expect,” “believe,” “intend,” “seek,” “plan,” and similar expressions or their negative forms, or by references to strategy, plans, or intentions. These forward-looking statements are subject to risks and uncertainties, including, among other things, those described in Redwood’s filings with the Securities and Exchange Commission. Redwood undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

 

Investor Relations

 

Phone: 866-269-4976

Email: investorrelations@redwoodtrust.com

 

 

Filing Exhibits & Attachments

6 documents

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