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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 1.01. | Entry Into a Material Definitive Agreement. |
Completion of Public Offering of Convertible
Senior Notes
On September 15, 2026,
Redwood Trust, Inc. (the “Company”) issued $205,000,000 aggregate principal amount of the Company’s 7.00% Convertible
Senior Notes due 2030 (the “Notes”) pursuant to a purchase agreement (the “Purchase Agreement”) with the representatives
of the several initial purchasers of the Notes (the “Offering”). Pursuant to the Purchase Agreement, the Company granted
the Initial Purchasers (as defined below) an option to purchase, for settlement with a period of 13 days from, and including, September 15,
2026, up to an additional $20,000,000 aggregate principal amount of Notes from the Company. The Notes issued on September 15, 2026
include $20,000,0000 aggregate principal amount of Notes issued pursuant to the full exercise by the Initial Purchasers of such option.
Indenture
The Company issued the Notes
under an indenture dated as of September 15, 2026 (the “Indenture”) between the Company and Wilmington Trust, National
Association, a national banking association, as trustee (the “Trustee”).
The Notes bear interest at
a rate of 7.00% per year, payable semi-annually in arrears on March 15 and September 15 of each year, beginning on March 15,
2027. The Notes are the general 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 of the Company 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
September 15, 2030 (the “Maturity Date”), unless earlier redeemed or repurchased by the Company or converted.
Before June 17, 2030,
holders will have the right to convert their Notes only upon the occurrence of certain events. From and after June 17, 2030, holders
may convert their Notes at any time at their election until the close of business on the second scheduled trading day immediately before
the maturity date. The Company will have the right to elect to settle conversions either entirely in cash or in a combination of cash
and shares of its common stock, $0.01 par value per share (the “Common Stock”). However, upon conversion of any Notes, the
conversion value, which will be determined over an “Observation Period” (as defined in the Indenture) consisting of 25 trading
days, will be paid in cash up to at least the principal amount of the Notes being converted. The initial conversion rate of the Notes
is 204.0608 shares of Common Stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately
$4.90 per share. The initial conversion price represents a premium of approximately 35.00% over the closing price of the Company’s
Common Stock on September 10, 2026. The conversion rate is subject to adjustment in certain circumstances.
Upon the occurrence of a
fundamental change (as defined in the Indenture) involving the Company, which includes any principal amount remaining outstanding on
(i) the Company’s 9.125% senior notes due 2029 as of December 1, 2028; (ii) the Company’s 9.00% senior notes
due 2029 as of June 3, 2029; or (iii) the Company’s 9.125% senior notes due 2030 as of December 1, 2029, then, subject
to a limited exception for certain cash mergers, holders of the Notes may require the Company to repurchase all or a portion of their
Notes for cash at a price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest to, but
excluding, the fundamental change repurchase date.
The Company will have the
right to redeem the Notes, in whole or in part, at its option at any time, and from time to time, prior to maturity, to the extent, and
only to the extent, necessary to preserve its status as a real estate investment trust (“REIT”) for U.S. federal income tax
purposes. The redemption price for any Note called for redemption will be a cash amount equal to the principal amount of the Notes to
be redeemed, plus accrued and unpaid interest, if any. The Company may at any time and from time to time repurchase Notes by tender offer,
open market purchases, negotiated transactions or otherwise, in accordance with applicable securities laws.
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.
The above description of
the Indenture and the Notes is a summary and is not complete. A copy of the Indenture and the form of the certificate representing the
Notes are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K, and the above summary is qualified by
reference to the terms of the Indenture and the Notes set forth in such exhibits.
| 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.
| Item 3.02. | Unregistered Sales of Equity Securities. |
The disclosure set forth
in Item 1.01 above is incorporated by reference into this Item 3.02. The Notes were issued to the Initial Purchasers in reliance upon
Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), in transactions not involving
any public offering. The Notes were resold by the Initial Purchasers to persons whom the Initial Purchasers reasonably believe are “qualified
institutional buyers,” as defined in, and in accordance with, Rule 144A under the Securities Act. Any shares of the Company’s
Common Stock that may be issued upon conversion of the Notes will be issued in reliance upon Section 3(a)(9) of the Securities
Act as involving an exchange by the Company exclusively with its security holders. Initially, a maximum of 56,473,810 shares of the Company’s
Common Stock may be issued upon conversion of the Notes, based on the initial maximum conversion rate of 275.4820 shares of Common Stock
per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.
Purchase
Agreement
On September 10, 2026,
the Company entered into the Purchase Agreement with the representatives (the “Representatives”) of the several Initial Purchasers
named therein (collectively, the “Initial Purchasers”). Subject to the terms and conditions of the Purchase Agreement, the
Company agreed to sell to the Initial Purchasers, and the Initial Purchasers agreed to purchase from the Company, $185,000,000 aggregate
principal amount of Notes. The Company also granted the Initial Purchasers an option to purchase, for settlement with a period of 13
days from, and including, September 15, 2026, up to an additional $20,000,000 aggregate principal amount of the Notes. Pursuant
to the terms of the Purchase Agreement, the parties have agreed to indemnify each other against certain liabilities, including liabilities
under the Securities Act.
Pursuant to the terms of
the Purchase Agreement, all of the Company’s directors and executive officers also agreed not to sell or transfer any Common Stock
held by them for 60 days after September 10, 2026 without first obtaining the written consent of the Representatives on behalf of
the Initial Purchasers, subject to certain exceptions.
Notes Press
Release
On September 10, 2026,
the Company issued a press release relating to the pricing of the Offering to qualified institutional buyers pursuant to Rule 144A
under the Securities Act. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated by reference into this Item 8.01.
2027 Notes
Repurchases
On September 10, 2026,
the Company agreed to repurchase approximately $123.79 million aggregate principal amount of its 7.75% convertible senior notes due 2027
(“2027 Notes”) in privately negotiated transactions effected through one of the Initial Purchasers or its affiliates, as
the Company’s agent. Following these repurchases, approximately $173.38 million in aggregate principal amount of the 2027 Notes
will remain outstanding.
Neither this Current Report
on Form 8-K nor the press release constitutes an offer to repurchase any 2027 Notes or 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.
| Item 9.01. | Financial
Statements and Exhibits. |
| (d) |
Exhibits |
| |
|
| Exhibit 4.1 |
Indenture, dated September 15, 2026, between Redwood Trust, Inc. and Wilmington Trust, National Association, as Trustee |
| Exhibit 4.2 |
Form of 7.00% Convertible Senior Note due 2030 (included in Exhibit 4.1). |
| Exhibit 99.1 |
Press Release, dated 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, the registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
| Date: September 15, 2026 |
REDWOOD TRUST, INC. |
| |
|
|
| |
By: |
/S/ Brooke E.
Carillo |
| |
|
Name: Brooke E. Carillo |
| |
|
Title: Chief Financial Officer and Executive Vice President |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Redwood Trust, Inc.
September 10, 2026
Redwood Trust Prices Upsized $185.0 million
Convertible Senior Notes Offering
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 priced $185,000,000 aggregate principal amount of its 7.00% 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”). The aggregate principal amount of the offering was increased
from the previously announced offering size of $150,000,000. Redwood granted 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 $20,000,000 principal
amount of Notes. The Notes will be senior unsecured obligations of Redwood. The offering is expected to close on September 15, 2026,
subject to the satisfaction of certain closing conditions.
Interest on the Notes will be payable semi-annually
in arrears on March 15 and September 15 of each year, beginning on March 15, 2027; the Notes will mature on September 15,
2030, unless earlier repurchased, redeemed or converted. Upon conversion, holders of the Notes will receive shares of Redwood’s
common stock, together with cash in lieu of any fractional share. If Redwood undergoes a “fundamental change” (as defined
in the offering memorandum relating to the Notes), subject to certain conditions, holders of the Notes may require Redwood to repurchase
all or part of their Notes for cash in an amount equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid
interest, if any.
Before June 17, 2030, holders will have the
right to convert their notes only upon the occurrence of certain events. From and after June 17, 2030, holders may convert their
notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date.
Redwood will have the right to elect to settle conversions either entirely in cash or in a combination of cash and shares of its common
stock. However, upon conversion of any notes, the conversion value, which will be determined over a period of multiple trading days, will
be paid in cash up to at least the principal amount of the notes being converted. Any conversions of Notes into shares of Redwood common
stock will be subject to certain ownership limitations set forth in Redwood’s charter documents. The initial conversion rate is
204.0608 shares of common stock per $1,000 principal amount of Notes, equivalent to a conversion price of approximately $4.90 per share,
which represents a premium of approximately 35.0% over the closing price of Redwood’s common stock on September 10, 2026.
Redwood will have the right to redeem the Notes,
in whole or in part, at its option at any time prior to maturity to the extent necessary to preserve its status as a real estate investment
trust for U.S. federal income tax purposes. The redemption price for any Note called for redemption will be a cash amount equal to the
principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any.
Redwood intends to use approximately $129.29 million
of the net proceeds from the offering to repurchase approximately $123.79 million aggregate principal amount of its 7.75% convertible
senior notes due 2027 (the “2027 Notes”) concurrently with 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 approximately $20.00 million
of the net proceeds from the offering to repurchase 5,509,641 shares of its common stock concurrently with 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 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. 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. Redwood may also conduct further repurchases of its common stock following the pricing of this
offering pursuant to, and in accordance with, its previously disclosed stock repurchase authorization. These activities may affect the
trading price of Redwood’s common stock, and repurchases executed concurrently with the pricing of the offering may have affected
the initial terms of the Notes, including the initial conversion price. In addition, any repurchases of shares of Redwood’s common
stock following the pricing of this offering could affect the trading price of the Notes and, if conducted during an observation period
for the conversion of any Notes, could affect the amount and value of the consideration that is due upon such conversion.
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. No assurance can be given that the offering will be completed on the terms described,
or at all, or that the net proceeds of the offering will be used as indicated. Completion of the offering on the terms described, and
the application of net proceeds, are subject to numerous conditions, risks and uncertainties, many of which are beyond the control of
Redwood, 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
