Form 8-K

8-K — REDWOOD TRUST INC

Accession: 0001104659-26-106539

Filed: 2026-09-10

Period: 2026-09-10

CIK: 0000930236

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2625156d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2625156d1_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (tm2625156d1_ex99-2.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

September 10, 2026

REDWOOD

TRUST, INC.

(Exact name of registrant as specified in its

charter)

Maryland

(State or other

jurisdiction

of incorporation)

001-13759

(Commission

File Number)

68-0329422

(I.R.S. Employer

Identification No.)

One

Belvedere Place

Suite 300

Mill Valley, California

94941

(Address of principal executive offices and Zip Code)

(415)

389-7373

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General

Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17

CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

(17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the

Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the

Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

symbol(s)

Name

of each exchange

on which

registered

Common

Stock, par value $0.01 per share

RWT

New

York Stock Exchange

10%

Series A Fixed-Rate Reset Cumulative Redeemable Preferred Stock, par value $0.01 per share

RWT

PRA

New

York Stock Exchange

9.125%

Senior Notes Due 2029

RWTN

New

York Stock Exchange

9.00%

Senior Notes Due 2029

RWTO

New

York Stock Exchange

9.125%

Senior Notes due 2030

RWTP

New

York Stock Exchange

9.50%

Senior Notes Due 2030

RWTQ

New

York Stock Exchange

9.75% Senior Notes due 2031

RWTS

New York Stock Exchange

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405

of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 13(a) of the Exchange Act. ¨

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

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2625156d1_ex99-1.htm · Sequence: 2

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: investorrelations@redwoodtrust.com

EX-99.2 — EXHIBIT 99.2

EX-99.2

Filename: tm2625156d1_ex99-2.htm · Sequence: 3

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: investorrelations@redwoodtrust.com

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No definition available.

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+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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