Current Report · Items 7.01, 8.01, 9.01 · 8-K
REDWOOD TRUST INC
Regulation FD Disclosure · Other Events
Item 7.01. Regulation FD Disclosure. On September 10, 2026, Redwood Trust, Inc. (the “Company”) issued a press release announcing that the Board of Directors (the “Board”) declared third quarter 2026 common and preferred stock dividends. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.…
Filed Sep 10, 2026Accepted Sep 10, 2026, 7:07 AM EDTCIK 930236Accession 0001104659-26-106539
Company context
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.
Current securities
Disclosure sections
Items 7.01, 8.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure.
On September 10, 2026, Redwood
Trust, Inc. (the “Company”) issued a press release announcing that the Board of Directors (the “Board”) declared
third quarter 2026 common and preferred stock dividends. A copy of the press release is attached as Exhibit 99.1 to this Current Report
on Form 8-K.
The Board declared a third
quarter 2026 regular common stock dividend of $0.18 per share, payable on September 30, 2026 to stockholders of record on September 23,
2026.
In accordance with the terms
of the Company's 10.00% Series A Fixed-Rate Reset Cumulative Redeemable Preferred Stock (“Series A”), the Board declared a
Series A dividend for the third quarter of 2026 of $0.625 per share. Dividends for the Series A are payable on October 15, 2026 to stockholders
of record on October 1, 2026.
The information contained
in this 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 (the
“Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except as shall be
expressly set forth by specific reference in such filing.
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events.
Business Update
The Company recently reached
preliminary agreements with certain counterparties to dispose of certain legacy bridge loans with an aggregate unpaid principal balance
of up to approximately $190 million (the “Proposed Dispositions”). The Proposed Dispositions are targeted to close late in
the third quarter or early in the fourth quarter of 2026. The estimated impact of the Proposed Dispositions on the Company’s book
value per share is an approximately 2% decrease in book value per share from book value per share at June 30, 2026.
The Proposed Dispositions
remain subject to the execution of definitive documentation, satisfaction of applicable closing conditions and other customary matters.
Accordingly, there can be no assurance that the Proposed Dispositions will be completed on the currently contemplated terms - including
with respect to the aggregate purchase price or composition of assets subject to the Proposed Dispositions - within the anticipated
timeframe, or at all.
The estimated impact of the
Proposed Dispositions on book value presented above is preliminary and based on information currently available to management, and may
vary from our actual financial results as of and for any current and future period. Further, this preliminary estimate is not a comprehensive
statement or estimate of our financial results or financial condition as of and for any current and future period. This preliminary estimate
should not be viewed as a substitute for full interim or quarter-end financial statements prepared in accordance with GAAP and is not
necessarily indicative of the results to be achieved in the current or any future period.
Convertible Notes Offering
On September 10, 2026, the
Company issued a press release relating to its proposed private offering of Convertible Senior Notes due 2030 (the “Notes”)
to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. A copy of the press
release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.
Neither this Current Report
on Form 8-K nor the press release constitutes an offer 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.
Cautionary Statement Regarding Forward-Looking
Statements
This Current Report on Form
8-K contains certain “forward-looking” statements as that term is defined by Section 27A of the Securities Act and Section
21E of the Exchange Act. Statements that are predictive in nature, that depend on or relate to future events or conditions, or that include
words such as “believes”, “anticipates”, “expects”, “may”, “will”, “would,”
“should”, “estimates”, “could”, “intends”, “plans” or other similar expressions
are forward-looking statements, including the completion of the Proposed Dispositions and the Company’s estimate of the impact of
the Proposed Dispositions on book value per share. These forward-looking statements are based on the Company’s current assumptions,
expectations and beliefs and are subject to numerous risks, including, among other things, those set forth under the caption “Risk
Factors” in the Company’s most recent filings with the Securities and Exchange Commission, uncertainties, assumptions and
changes in circumstances that may cause the Company’s actual results, performance or achievements to differ materially from those
expressed or implied in any forward-looking statement. The Company cautions investors not to place undue reliance on the forward-looking
statements contained in this Current Report on Form 8-K.
Further information on these
and other factors that could affect the Company’s the forward-looking statements in this Current Report on Form 8-K is included
in the Company’s filings with the Securities and Exchange Commission, including, among others, the Company’s Annual Report
on Form 10-K for the year ended December 31, 2025, particularly under the captions “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations.”
The Company undertakes no
obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
Filed exhibits (2)
EX-99.1 (by filename) tm2625156d1_ex99-1.htmEX-99.1
2
tm2625156d1_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
REDWOOD TRUST ANNOUNCES THIRD QUARTER 2026
COMMON AND PREFERRED DIVIDENDS
MILL
VALLEY, CA - - Redwood Trust, Inc. (NYSE:
RWT; “Redwood” or the “Company”), a leader in expanding access to housing for homebuyers and renters, today announced
that its Board of Directors (the “Board”) has declared third quarter 2026 common and preferred stock dividends.
Common Stock Dividend
The Board has
authorized the declaration of a third quarter 2026 regular common stock dividend of $0.18 per share, unchanged from the second quarter
of 2026. This marks the Company's 109 th consecutive quarterly common dividend. The third quarter 2026 common stock dividend
is payable on September 30, 2026 to stockholders of record on September 23, 2026.
Preferred Stock Dividend
In accordance
with the terms of Redwood’s 10.00% Series A Fixed-Rate Reset Cumulative Redeemable Preferred Stock (“Series A”), the
Board authorized the declaration of a Series A dividend for the third quarter of 2026 of $0.625 per share. Dividends for the Series A
are payable on October 15, 2026 to stockholders of record on October 1, 2026.
About Redwood
Redwood Trust, Inc…
Open exhibit ↗EX-99.2 (by filename) tm2625156d1_ex99-2.htmEX-99.2
3
tm2625156d1_ex99-2.htm
EXHIBIT 99.2
Exhibit 99.2
FOR IMMEDIATE RELEASE
Redwood Trust, Inc.
September 10, 2026
Redwood Trust Announces Offering of Convertible
Senior Notes due 2030
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 plans to offer, subject to market and other
conditions, $150,000,000 aggregate principal amount of 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”). Redwood expects to grant 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 $22,500,000 principal amount
of Notes. The Notes will be senior unsecured obligations of Redwood. The interest rate and offering price are to be determined by negotiations
between Redwood and the initial purchasers of the Notes.
Redwood intends to use a portion of the net pr…
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