As filed with the Securities and Exchange Commission
on August 11, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
REDWOOD TRUST, INC.
(Exact name of Registrant as specified in its charter)
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Maryland
(State or other jurisdiction of incorporation or
organization) |
68-0329422
(I.R.S. Employer Identification No.) |
One Belvedere Place, Suite 300
Mill Valley, CA 94941
(Address of principal executive offices) (Zip code)
Redwood Trust, Inc. Amended and Restated
Executive Deferred Compensation Plan
(Full title of the plan)
Christopher J. Abate
Chief Executive Officer
Redwood Trust, Inc.
One Belvedere Place, Suite 300
Mill Valley, CA 94941
(415) 389-7373 |
Copies to:
Julian T.H. Kleindorfer, Esq.
Lewis W. Kneib, Esq.
J. Ross McAloon, Esq.
Latham & Watkins LLP
355 South Grand Avenue
Los Angeles, California 90071-1560
(213) 485-1234 |
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(Name and address, including zip code, and telephone
number, including area code, of agent for service) |
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| x Large
accelerated filer |
¨ Accelerated
filer |
¨ Non-accelerated
filer |
¨ Smaller
reporting company |
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¨ 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 7(a)(2)(B) of the Securities Act. ¨
Explanatory
Note
By registration statements
on Form S-8 (File Nos. 333-197990, 333-229985, 333-268233, and 333-275385) filed with the Securities and Exchange Commission (the
“Commission”), Redwood Trust, Inc., a Maryland corporation (the “Company”), previously registered
an aggregate of 600,000 shares of its common stock, par value $0.01 per share (the “Common Stock”), reserved for issuance
from time to time in connection with the Redwood Trust, Inc. Amended and Restated Executive Deferred Compensation Plan (as amended,
the “Plan”). Under this registration statement, the Company is registering an additional 200,000 shares of Common Stock
reserved for issuance from time to time in connection with the Plan.
Pursuant to General Instruction
E. of Form S-8, the content of the above-referenced prior registration statements is incorporated into this registration statement
by reference to the extent not modified or superseded hereby or by any subsequently filed document which is incorporated by reference
herein or therein.
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents
by Reference.
The Commission allows us to
incorporate by reference the information we file with it, which means that we can disclose important information to you by referring to
those documents. The information incorporated by reference is an important part of this registration statement, and information that we
file later with the Commission will automatically update and supersede this information. We incorporate by reference the following documents
we have filed, or may file, with the Commission:
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(1) |
Our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Commission on March 3, 2025; |
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(2) |
Our Quarterly Reports on Form 10-Q for
the quarters ended March 31, 2025 and June 30, 2025, filed with the Commission on May 9, 2025 and August 8, 2025,
respectively; |
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(3) |
Our Current Reports on Form 8-K, filed with the Commission on January 17, 2025, January 29, 2025, March 4, 2025 and May 23, 2025; |
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(4) |
Our Definitive Proxy Statement with respect to the 2025 Annual Meeting of Stockholders, filed with the Commission on April 1, 2025 (solely to the extent specifically incorporated by reference into our Annual Report on Form 10-K); |
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(5) |
The description of our common stock contained in Exhibit 4.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the Commission on February 26, 2021, including any amendment or report filed with the Commission for the purpose of updating such description; and |
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(6) |
All documents we file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all securities covered hereby then remaining unsold, are deemed to be incorporated by reference in this registration statement and are a part hereof from the date of filing of such documents. |
Any information that we later
file with the Commission will automatically update and supersede the information and statements contained in a document incorporated or
deemed to be incorporated by reference herein. Any such information or statement so modified or superseded will not be deemed, except
as so modified or superseded, to constitute part of this registration statement. Under no circumstances will any information “furnished”
to the Commission pursuant to applicable rules and regulations be deemed incorporated herein by reference unless such information
expressly provides to the contrary.
Item 8. Exhibits.
| 4.1 |
Articles of Amendment and Restatement of the Registrant, effective July 6, 1994 (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, Exhibit 3.1, filed on August 6, 2008) (File No. 001-13759) |
| 4.1.1 |
Articles Supplementary of the Registrant, effective August 11, 1994 (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, Exhibit 3.1.1, filed on August 6, 2008) (File No. 001-13759) |
| 4.1.2 |
Articles Supplementary of the Registrant, effective August 14, 1995 (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, Exhibit 3.1.2, filed on August 6, 2008) (File No. 001-13759) |
| 4.1.3 |
Articles Supplementary of the Registrant, effective August 9, 1996 (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, Exhibit 3.1.3, filed on August 6, 2008) (File No. 001-13759) |
| 4.1.4 |
Certificate of Amendment of the Registrant, effective June 30, 1998 (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, Exhibit 3.1.4, filed on August 6, 2008) (File No. 001-13759) |
| 4.1.5 |
Articles Supplementary of the Registrant, effective April 10, 2003 (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, Exhibit 3.1.5, filed on August 6, 2008) (File No. 001-13759) |
| 4.1.6 |
Articles of Amendment of the Registrant, effective June 12, 2008 (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, Exhibit 3.1.6, filed on August 6, 2008) (File No. 001-13759) |
| 4.1.7 |
Articles of Amendment effective May 19, 2009 (incorporated by reference to the Registrant’s Current Report on Form 8-K, Exhibit 3.1, filed on May 21, 2009) (File No. 001-13759) |
| 4.1.8 |
Articles of Amendment effective May 24, 2011 (incorporated by reference to the Registrant’s Current Report on Form 8-K, Exhibit 3.1, filed on May 20, 2011) (File No. 001-13759) |
| 4.1.9 |
Articles of Amendment effective May 18, 2012 (incorporated by reference to the Registrant’s Current Report on Form 8-K, Exhibit 3.1, filed on May 21, 2012) (File No. 001-13759) |
| 4.1.10 |
Articles of Amendment effective May 16, 2013 (incorporated by reference to the Registrant’s Current Report on Form 8-K, Exhibit 3.1, filed on May 21, 2013) (File No. 001-13759) |
| 4.1.11 |
Articles of Amendment effective May 15, 2019 (incorporated by reference to the Registrant’s Current Report on Form 8-K, Exhibit 3.1, filed on May 17, 2019) (File No. 001-13759) |
| 4.1.12 |
Articles of Amendment effective June 15, 2020 (incorporated by reference to the Registrant’s Current Report on Form 8-K, Exhibit 3.1, filed on June 15, 2020) (File No. 001-13759) |
| 4.1.13 |
Articles
Supplementary of the Registrant effective January 13, 2023 (incorporated by reference to the Registrant’s Form 8-A,
Exhibit 3.2, filed on January 13, 2023) (File No. 001-13759) |
| 4.2.1 |
Amended and Restated Bylaws, as adopted on November 2, 2022 (incorporated by reference to the Registrant’s Annual Report on Form 10-K, Exhibit 3.2, filed on March 1, 2023) (File No. 001-13759) |
| 4.3 |
Form of Common Stock Certificate (incorporated by reference to the Registrant’s Registration Statement on Form S-11 (No. 333-08363), Exhibit 4.3, filed on August 6, 1996) (File No. 333-08363) |
| 4.4 |
Redwood Trust, Inc. Amended and Restated Executive Deferred Compensation Plan (Incorporated by reference to the Registrant’s Current Report on Form 8-K, Exhibit 10.1, filed on January 14, 2009) (File No. 001-13759) |
| 4.5 |
First Amendment to Redwood Trust, Inc. Amended and Restated Executive Deferred Compensation Plan (Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013, Exhibit 10.15, filed on February 26, 2014) (File No. 001-13759) |
| 4.6 |
Second Amendment to Redwood Trust, Inc. Amended and Restated Executive Deferred Compensation Plan (Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, Exhibit 10.1, filed on November 8, 2018) |
| 4.7 |
Third Amendment to Redwood Trust, Inc. Amended and Restated Executive Deferred Compensation Plan (Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, Exhibit 10.1, filed on November 4, 2022) |
| 4.8 |
Fourth Amendment to Redwood Trust, Inc. Amended and Restated Executive Deferred Compensation Plan (Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, Exhibit 10.1, filed on November 7, 2023) |
| 4.9 |
Fifth Amendment to Redwood Trust, Inc. Amended and Restated Executive Deferred Compensation Plan (Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, Exhibit 10.1, filed on August 8, 2025) |
| 5.1 |
Opinion of Venable LLP |
| 23.1 |
Consent of Grant Thornton LLP |
| 23.2 |
Consent of Venable LLP (included in Exhibit 5.1 hereto) |
| 24.1 |
Power of Attorney (included on the signature page to this registration statement) |
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| 107 |
Calculation of Filing Fee Table |
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Mill Valley, State of California, on August 11, 2025.
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REDWOOD TRUST, INC. |
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By: |
/s/ Christopher J. Abate |
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Name: |
Christopher J. Abate |
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Title: |
Chief Executive Officer |
POWER
OF ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENT, that each person whose signature appears below constitutes and appoints Christopher J. Abate and Andrew P. Stone and each or
either of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments
or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) increasing the number of
securities for which registration is sought) to this Registration Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates
indicated:
| /s/ Christopher J. Abate |
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Director and Chief Executive Officer |
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August 11,
2025 |
| Christopher J. Abate |
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(Principal Executive Officer) |
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| /s/ Brooke E. Carillo |
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Chief Financial Officer |
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August 11, 2025 |
| Brooke E. Carillo |
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(Principal Financial Officer and Principal Accounting
Officer) |
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| /s/ Doneene Damon |
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Director |
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August 11, 2025 |
| Doneene Damon |
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| /s/ Greg H. Kubicek |
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Director, Chair of the Board |
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August 11, 2025 |
| Greg H. Kubicek |
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| /s/ Armando Falcon |
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Director |
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August 11, 2025 |
| Armando Falcon |
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| /s/ Douglas B. Hansen |
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Director |
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August 11, 2025 |
| Douglas B. Hansen |
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| /s/ Debora D. Horvath |
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Director |
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August 11, 2025 |
| Debora D. Horvath |
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| /s/ Georganne C. Proctor |
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Director |
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August 11, 2025 |
| Georganne C. Proctor |
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| /s/ Dashiell I. Robinson |
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Director and President |
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August 11, 2025 |
| Dashiell I. Robinson |
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| /s/ Faith A Schwartz |
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Director |
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August 11, 2025 |
| Faith A. Schwartz |
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