RWT 8-K
Redwood Trust Inc (RWT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 8.01 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.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit 99.1 | Press Release issued September 10, 2026 |
| Exhibit 99.2 | Press Release issued September 10, 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, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: September 10, 2026 | REDWOOD TRUST, INC. | |
| By: | /s/ Brooke E. Carillo | |
| Name: Brooke E. Carillo | ||
| Title: Executive Vice President and Chief Financial Officer | ||
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 109th 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. (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 ("REIT") for tax purposes. For more information about Redwood, please visit our website at www.redwoodtrust.com or connect with us on LinkedIn.
CONTACT
Investor Relations
Phone: 866-269-4976
Email: [email protected]
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 proceeds from the offering to repurchase a portion of its 2027 Notes concurrently with the pricing of the offering in privately negotiated transactions effected through one of the initial purchasers of the Notes or its affiliate, as Redwood’s agent. Redwood intends to use up to $20.0 million of the net proceeds from the offering to repurchase shares of its common stock concurrently with the pricing of the offering in privately negotiated transactions effected through one of the initial purchasers of the Notes or its affiliate, as Redwood’s agent. Redwood intends to use the remainder of the net proceeds from the offering for general corporate purposes, including funding Redwood’s operating businesses and investment activities, such as its Sequoia, Aspire, and CoreVest mortgage banking platforms, acquiring related assets for its Redwood Investments portfolio, and pursuing strategic acquisitions and investments. Holders of the 2027 Notes that are repurchased in the concurrent repurchases described above may purchase shares of Redwood’s common stock in the open market to unwind any hedge positions they may have with respect to the 2027 Notes. These activities may affect the trading price of Redwood’s common stock and the initial conversion price of the notes. The concurrent repurchases of shares of Redwood’s common stock described above may result in Redwood’s common stock trading at prices that are higher than would be the case in the absence of these repurchases, which may result in a higher initial conversion price for the notes Redwood is offering.
The offer and sale of the Notes and any shares of common stock issuable upon conversion of the Notes have not been, and will not be, registered under the Securities Act or any other securities laws, and the Notes and any such shares cannot be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the Notes or any shares of common stock issuable upon conversion of the Notes, nor will there be any sale of the Notes or any such shares, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.
About Redwood Trust
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.
CAUTIONARY STATEMENT: This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, such as statements related to the offering and the expected use of the net proceeds. Forward-looking statements involve numerous risks and uncertainties. Redwood’s actual results may differ materially from those projected, and Redwood cautions investors not to place undue reliance on the forward-looking statements contained in this release. 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, or intentions. These forward-looking statements are subject to risks and uncertainties, including, among other things, those described in Redwood’s filings with the Securities and Exchange Commission. Redwood undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
Investor Relations
Phone: 866-269-4976
Email: [email protected]