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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):
May 27, 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 1.01 | Entry Into a Material Definitive Agreement. |
Completion of Public Offering of Senior Notes
On May 27, 2026, Redwood Trust, Inc. (the
“Company”) completed its registered underwritten public offering of $125,000,000 aggregate principal amount of the
Company’s 9.75% Senior Notes due 2031 (the “Notes”) pursuant to 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 (the
“Offering”). In connection with the Offering, the Company granted the Underwriters (as defined below) a 30-day option to
purchase up to an additional $18,750,000 aggregate principal amount of Notes, to cover solely over-allotments, if any.
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 Securities Act of 1933, as
amended (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 (the “Prospectus Supplement”) to the prospectus contained in the Registration Statement dated
March 3, 2025.
The resulting aggregate net proceeds to the Company
from the Offering were approximately $120.41 million (or approximately $138.57 million if the Underwriters exercise their over-allotment
option in full), after deducting underwriting discounts and estimated expenses. The Company intends to use the net proceeds from the Offering
for general corporate purposes, including funding its 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.
Base Indenture and Supplemental Indenture
The Company issued the Notes under an indenture
dated as of March 6, 2013 (the “Base Indenture”) between the Company and Wilmington Trust, National Association, a national
banking association, as trustee (the “Trustee”), as supplemented by the eighth supplemental indenture dated as of May 27,
2026, between the Company and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).
The Notes bear interest at a rate of 9.75% per
year, payable quarterly in arrears on March 1, June 1, September 1 and December 1 of each year, beginning on September 1, 2026. The Notes
are senior unsecured obligations of the Company and rank equal in right of payment with the other existing and future senior unsecured
indebtedness of the Company and senior in right of payment to any indebtedness that is contractually subordinated to the Notes. The Notes,
however, are effectively subordinated in right of payment to the existing and future secured indebtedness of the Company to the extent
of the value of the collateral securing such indebtedness, and structurally subordinated to the claims of the Company’s subsidiaries’
creditors, including trade creditors.
The Notes will mature on June 1, 2031 (the “Maturity
Date”), unless earlier redeemed or repurchased by the Company.
Upon the occurrence of a change of control repurchase
event (as defined in the Indenture) the Company must offer to repurchase the Notes at a purchase price equal to 101% of the principal
amount plus accrued and unpaid interest to, but excluding, the repurchase date.
The Company may redeem the Notes, in whole or
in part, at its option at any time and from time to time, on or after June 1, 2028 at a redemption price equal to 100% of the principal
amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No “sinking fund”
is provided for the Notes, which means that the Company is not required to redeem or retire the Notes periodically.
If an event of default (as defined in the Indenture)
occurs and is continuing, the Trustee by notice to the Company, or the holders of at least 25% in aggregate principal amount of the Notes
then outstanding by notice to the Company and the Trustee, may, and the Trustee at the request of such holders shall, declare 100% of
the principal of and accrued and unpaid interest on all the Notes to be due and payable. In the case of an event of default arising out
of certain bankruptcy or insolvency events (as set forth in the Indenture), 100% of the principal of and accrued and unpaid interest on
the Notes will automatically become due and payable.
A copy of the Base Indenture is filed as Exhibit
4.1 to this Current Report. A copy of the Supplemental Indenture, including the form of Note, is filed as Exhibit 4.2 to this Current
Report.
| Item 2.03 | Creation of a Direct Financial
Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. |
The information required by this Item 2.03 relating
to the Notes and the Indenture is contained in Item 1.01 above and is incorporated herein by reference.
Attached as Exhibit 5.1 to this Current Report
is a copy of the opinion of Latham & Watkins LLP relating to the validity of the Notes sold in the Offering. Attached as Exhibit 5.2
to this Current Report is a copy of the opinion of Venable LLP regarding certain Maryland law issues.
| Item 9.01 | Financial Statements and Exhibits. |
Exhibit
No. |
|
Description |
| |
|
|
| 4.1 |
|
Indenture, dated March 6, 2013, between Redwood Trust, Inc. and Wilmington Trust, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K/A, filed March 6, 2013). |
| |
|
|
| 4.2 |
|
Eighth Supplemental Indenture, dated May 27, 2026, between Redwood Trust, Inc. and Wilmington Trust, National Association, as Trustee (incorporated by reference to Exhibit 4.10 to the Company’s Registration Statement on Form 8-A, filed May 27, 2026). |
| |
|
|
| 4.3 |
|
Form of certificate representing the 9.75% Senior Note due 2031 (included as Exhibit A to the Eighth Supplemental Indenture, incorporated by reference to Exhibit 4.11 to the Company’s Registration Statement on Form 8-A, dated May 27, 2026). |
| |
|
|
| 5.1 |
|
Opinion of Latham & Watkins LLP. |
| |
|
|
| 5.2 |
|
Opinion of Venable LLP. |
| |
|
|
| 23.1 |
|
Consent of Latham & Watkins LLP (included in Exhibit 5.1). |
| |
|
|
| 23.2 |
|
Consent of Venable LLP (included in Exhibit 5.2). |
| |
|
|
| 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 27, 2026 |
REDWOOD TRUST, INC. |
| |
|
|
| |
By: |
/s/ Brooke E. Carillo |
| |
|
Name: Brooke E. Carillo |
| |
|
Title: Chief Financial Officer |
