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  4. [Form 4] REDWOOD TRUST INC Insider Trading Activity

Redwood Trust (NYSE: RWT) CLO settles performance units into common stock

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Redwood Trust Inc. Chief Legal Officer Andrew P. Stone converted performance-based equity awards into common stock as part of executive compensation. He exercised 8,031 Performance Stock Units into an equal number of common shares, reflecting previously granted awards.

To cover income tax obligations on this distribution and conversion, 9,407 Performance Stock Units were withheld as a tax-withholding disposition approved by the Compensation Committee, rather than sold on the market. Following these transactions, Stone directly holds 178,631 shares of Redwood Trust common stock, and no Performance Stock Units from this original grant date remain outstanding.

Positive

  • None.

Negative

  • None.
Insider Stone Andrew P
Role Chief Legal Officer
Type Security Shares Price Value
Tax Withholding Performance Stock Units 9,407 $0.00 --
Exercise Performance Stock Units 8,031 $0.00 --
Exercise Common Stock 8,031 $5.97 $48K
Holdings After Transaction: Performance Stock Units — 8,031 shares (Direct); Common Stock — 178,631 shares (Direct)
Footnotes (1)
  1. This transaction relates to the distribution and/or conversion of Performance Stock Units to common stock under the Executive Deferred Compensation Plan. Represents the value (per stock unit or share of common stock) of the distribution and/or conversion of Performance Stock Units to common stock under the Executive Deferred Compensation Plan, based on the fair market value of Redwood Trust, Inc. common stock on the transaction date. Represents fair value per stock unit of Performance Stock Units based on the original grant date fair value determined at such time in accordance with FASB Accounting Standards Codification Topic 718. This disposition transaction represents a Compensation Committee approved withholding of securities incident to the payment of income tax liability relating to the distribution and/or conversion of Performance Stock Units under the Executive Deferred Compensation Plan. Performance Stock Units were subject to a mandatory holding period and conversion and/or distribution to the Reporting Person within 45 days following April 1, 2026. No expiration date is applicable to performance stock units. Following these reported transactions, no other Performance Stock Units with the same original grant date are beneficially owned.
Performance Stock Units withheld for tax 9,407 units Compensation Committee-approved tax withholding on 2026-04-14
Performance Stock Units converted 8,031 units Converted into 8,031 shares of common stock on 2026-04-14
Post-transaction common stock holdings 178,631 shares Direct ownership after reported transactions
Fair market value per share used $5.97 per share Value of distribution/conversion on transaction date
Original grant fair value per unit $9.0917 per unit Grant date fair value under ASC Topic 718
Tax-withholding shares count 9,407 units Reflected as transaction code F (disposition for taxes)
Performance Stock Units financial
"This transaction relates to the distribution and/or conversion of Performance Stock Units to common stock"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
Executive Deferred Compensation Plan financial
"distribution and/or conversion of Performance Stock Units to common stock under the Executive Deferred Compensation Plan"
FASB Accounting Standards Codification Topic 718 financial
"original grant date fair value determined at such time in accordance with FASB Accounting Standards Codification Topic 718"
mandatory holding period financial
"Performance Stock Units were subject to a mandatory holding period and conversion and/or distribution"
tax-withholding disposition financial
"disposition transaction represents a Compensation Committee approved withholding of securities incident to the payment of income tax liability"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Stone Andrew P
(Last)(First)(Middle)
1 BELVEDERE PLACE
1 BELVEDERE PLACE
(Street)
MILL VALLEY CALIFORNIA 94941
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
REDWOOD TRUST INC [ RWT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Legal Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/14/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock04/14/2026M(1)8,031A$5.97(2)178,631D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Stock Units$9.0917(3)04/14/2026F(4)9,407 (5) (6)Common Stock9,407$0.08,031D
Performance Stock Units$9.0917(3)04/14/2026M(1)8,031 (5) (6)Common Stock8,031$0.00(7)D
Explanation of Responses:
1. This transaction relates to the distribution and/or conversion of Performance Stock Units to common stock under the Executive Deferred Compensation Plan.
2. Represents the value (per stock unit or share of common stock) of the distribution and/or conversion of Performance Stock Units to common stock under the Executive Deferred Compensation Plan, based on the fair market value of Redwood Trust, Inc. common stock on the transaction date.
3. Represents fair value per stock unit of Performance Stock Units based on the original grant date fair value determined at such time in accordance with FASB Accounting Standards Codification Topic 718.
4. This disposition transaction represents a Compensation Committee approved withholding of securities incident to the payment of income tax liability relating to the distribution and/or conversion of Performance Stock Units under the Executive Deferred Compensation Plan.
5. Performance Stock Units were subject to a mandatory holding period and conversion and/or distribution to the Reporting Person within 45 days following April 1, 2026.
6. No expiration date is applicable to performance stock units.
7. Following these reported transactions, no other Performance Stock Units with the same original grant date are beneficially owned.
/s/ Andrew P. Stone04/15/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Redwood Trust (RWT) disclose about Andrew P. Stone’s recent equity transactions?

Redwood Trust reported that Chief Legal Officer Andrew P. Stone converted Performance Stock Units into common stock and had units withheld for taxes. These transactions arose from the Executive Deferred Compensation Plan and reflect routine settlement of earlier equity awards, not open-market share purchases or sales.

How many Redwood Trust Performance Stock Units were exercised or converted in this Form 4?

Andrew P. Stone exercised or converted 8,031 Performance Stock Units into 8,031 shares of Redwood Trust common stock. These units came from a prior grant under the Executive Deferred Compensation Plan and were settled based on the company’s fair market value on the transaction date.

How many Redwood Trust units were withheld for taxes in Andrew P. Stone’s filing?

The filing shows 9,407 Performance Stock Units were withheld to satisfy income tax obligations. This tax-withholding disposition was approved by the Compensation Committee and relates directly to the distribution and conversion of Performance Stock Units, rather than any discretionary market sale by Stone.

What is Andrew P. Stone’s Redwood Trust common stock holding after these transactions?

After these transactions, Andrew P. Stone directly owns 178,631 shares of Redwood Trust common stock. This post-transaction figure includes the 8,031 shares received from converting Performance Stock Units and reflects his updated direct ownership position disclosed in the Form 4 filing.

Were any Performance Stock Units still beneficially owned after the reported Redwood Trust transactions?

No Performance Stock Units from the same original grant date remained beneficially owned after these transactions. The footnotes state that, following the reported distribution, conversion, and tax withholding, there are no other Performance Stock Units with that original grant date still held by Andrew P. Stone.

How was the value of the Redwood Trust Performance Stock Units determined in this Form 4?

The reported value per Performance Stock Unit was based on Redwood Trust’s fair market value on the transaction date. Another footnote explains that the original grant date fair value was determined under FASB Accounting Standards Codification Topic 718, the standard framework for expensing share-based compensation.