[Form 4] REDWOOD TRUST INC Insider Trading Activity

Rhea-AI Filing Summary

Proctor Georganne, a director of Redwood Trust Inc. (RWT), acquired 4,030.8 deferred stock units on 09/30/2025 at a recorded unit value of $5.76. These deferred stock units are 100% vested at grant, have no expiration date, and represent an equivalent economic interest in 4,030.8 shares of common stock. The acquisition was made under the Redwood Trust Inc. Amended and Restated Executive Deferred Compensation Plan as part of a deferral election for director compensation and/or dividend equivalent rights. The reported ownership following the transaction is 4,030.8 shares held directly.

Positive

• Deferred stock units are 100% vested at grant, providing immediate economic interest and alignment with shareholder outcomes
• Units have no expiration date, simplifying future conversion and reducing administrative timing risk

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director compensation recorded as vested deferred stock units, modest in size and non-expiring.

This Form 4 reports a non-cash compensation-related acquisition rather than an open-market purchase or sale. The grant of 4,030.8 deferred stock units at a per-unit value of $5.76 is fully vested at grant and converts economically to the same number of common shares with no expiration. For investors, this is a disclosure of insider alignment with equity-based compensation practices but does not indicate active buying or selling pressure.

Corporate Governance Expert

TL;DR: Compensation deferral for a director under the company plan; standard governance disclosure.

The filing documents a director's election to receive compensation as deferred stock units under the company's amended deferred compensation plan. The units being 100% vested at grant and having no expiration suggests the award is a deferred pay arrangement rather than a performance-contingent grant. This is a routine governance matter reflecting compensation structure and should be reviewed alongside the company's director compensation policies for context.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

PROCTOR GEORGANNE

(Last) (First) (Middle)

1 BELVEDERE PLACE

SUITE 300

(Street)

MILL VALLEY CA 94941

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
REDWOOD TRUST INC [ RWT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Deferred Stock Units	$5.76	09/30/2025		A		4,030.8(1)		(2)	(3)	Common Stock	4,030.8	$0.0	4,030.8	D

Explanation of Responses:

1. This transaction relates to the acquisition of Deferred Stock Units in accordance with the deferral election made with respect to director compensation and/or dividend equivalent rights according to the terms and conditions of the Redwood Trust Inc. Amended and Restated Executive Deferred Compensation Plan.

2. 100% vested at grant.

3. No expiration date is applicable to deferred stock units.

	Attorney-In-Fact:/s/Andrew P. Stone	10/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Proctor Georganne report on Form 4 for RWT?

The report shows acquisition of 4,030.8 deferred stock units on 09/30/2025 under the company's deferred compensation plan.

What is the per-unit value recorded for the deferred stock units?

The deferred stock units are recorded at $5.76 per unit in the filing.

Are the deferred stock units vested or contingent?

The filing states the deferred stock units are 100% vested at grant and not subject to vesting conditions.

How many common shares do the deferred stock units represent after the transaction?

The deferred stock units represent an economic interest equivalent to 4,030.8 shares of common stock, held directly.

Was this Form 4 filed jointly or by a single reporting person?

The filing indicates it was a form filed by one reporting person.