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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):
July 7, 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)) |
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. ¨
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 |
| 9.0%
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 |
| 9.75% Senior Notes Due 2031 |
RWTR |
New York Stock Exchange |
| Item 2.02. | Results of Operations and Financial Condition. |
| Item 7.01. | Regulation FD Disclosure. |
On
July 7, 2026, Redwood Trust, Inc. (the “Company”) issued a press release providing an update on mortgage banking businesses
and a preliminary second quarter 2026 business update, including preliminary estimates related to book value per share and economic return
on book value at June 30, 2026.
The
information contained in this Item 2.02 and 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, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific
reference in such filing.
| Item 9.01. |
Financial Statements and Exhibits. |
| Exhibit 99.1 |
Press Release issued July 7, 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:
July 7, 2026 |
REDWOOD
TRUST, INC. |
| |
|
|
| |
By: |
/s/
Brooke E. Carillo |
| |
|
Name: |
Brooke
E. Carillo |
| |
|
Title: |
Chief
Financial Officer and Executive Vice President |
Exhibit 99.1
Redwood Trust Highlights Continued Aspire Momentum
and AI-Powered Technology;
Provides Preliminary Second Quarter Business
Update
MILL VALLEY, CA – Redwood Trust,
Inc. (NYSE:RWT; "Redwood", the "Company"), a leader in expanding access to housing for homebuyers and renters, today
provided the following update regarding its Aspire business and selected consolidated operating results for the second quarter ended June
30, 2026.
Aspire Update
Christopher J. Abate, Chief Executive Officer,
commented: "Our mortgage banking businesses continued their momentum in the second quarter, with aggregate volumes of over $8 billion
despite continued geopolitical and interest rate volatility, and subdued overall housing market activity. This included another record
production quarter from our Aspire non-QM business, which contributed $2.1 billion of lock volume, up 32% sequentially from the first
quarter.”
Distribution and technology remain central to
the platform’s growth. Aspire recently completed its second and third securitization issuances under the SPIRE shelf, and has grown
its correspondent network to 140 discrete loan sellers. In support of rapid and scalable growth, Aspire has also recently developed and
launched proprietary AI-powered engines for non-QM secondary market pricing and guideline comparison and analysis.
Abate continued, “These new tools deliver
unified loan-level pricing and underwriting functions across bulk and flow channels, and are innovations that will support a dedicated
Aspire joint venture. Key terms and documentation for this new joint venture have been fully negotiated with an institutional capital
partner, and we expect to begin contributing loans to the JV during the third quarter.”
Second Quarter Business Update
During the second quarter, Redwood’s core
operating businesses continued to execute with strong margins in the face of elevated market volatility. The Company currently estimates
a modest 1 to 3% decline in GAAP book value at June 30, 2026 from the end of the first quarter of 2026, inclusive of its Legacy Investments
segment, with an economic return on book value(1) for the second quarter currently estimated between (1.0)% and 1.0%, inclusive
of its $0.18 per share second quarter dividend. Additionally, the Company maintained its strong liquidity profile, completing a successful
corporate unsecured senior notes offering in May, and maintaining $3.5 billion of excess available asset funding capacity at June 30,
2026.
The Company expects to report full second quarter
financial results on July 28, 2026.
| 1. | Economic return on book value is based on the period change
in GAAP book value per common share plus dividends declared per common share in the period. |
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 reporting 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.
Cautionary Statement; Forward-Looking Statements:
This press release and the related conference
call contain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act
of 1995, including preliminary estimates related to book value per share at, and economic return on book value for, the quarter ended
June 30, 2026, our expectations to launch a new joint venture with a strategic capital provider and begin contributing loans to this joint
venture during the third quarter, and the expected timing for reporting full financial results for the quarter ended June 30, 2026. The
preliminary estimates set forth above are based on information currently available to management, and may vary from our actual financial
results as of and for the quarter ended June 30, 2026. Further, these preliminary estimates are not a comprehensive statement or estimate
of our financial results or financial condition as of and for the quarter ended June 30, 2026. These preliminary estimates should not
be viewed as a substitute for full interim financial statements prepared in accordance with GAAP and they are not necessarily indicative
of the results to be achieved in any future period. Accordingly, you should not place undue reliance on these preliminary estimates. These
preliminary estimates, which are the responsibility of our management, were prepared by our management and are based upon a number of
assumptions. Additional items that may require adjustments to these preliminary estimates may be identified and could result in material
changes to these preliminary estimates. Preliminary estimates of results are inherently uncertain and we undertake no obligation to update
this information.
Forward-looking statements involve numerous
risks and uncertainties. Redwood's actual results may differ from Redwood's beliefs, expectations, estimates, and projections and, consequently,
you should not rely on these forward-looking statements as predictions of future events. 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, opportunities, or intentions. These forward-looking statements are subject to risks
and uncertainties, including, among other things, those described in our Annual Report on Form 10-K for the year ended December 31, 2025,
under the caption “Risk Factors”. Other risks, uncertainties, and factors that could cause actual results to differ materially
from those projected may be described from time to time in reports we file with the Securities and Exchange Commission, including reports
on Forms 10-K, 10-Q and 8-K. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new
information, future events, or otherwise.
CONTACTS
Investor Relations
Phone: 866-269-4976
Email: investorrelations@redwoodtrust.com