Redwood Trust Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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Item 8.01 Other Events.
Filing of Prospectus Supplement
On March 3, 2025, Redwood Trust, Inc. (the “Company”) filed a shelf registration statement Form S-3 (the “New Registration Statement”) with the Securities and Exchange Commission (the “SEC”) to replace their existing automatic shelf registration statement on Form S-3ASR (No. 333-267440) filed with the SEC on March 4, 2022 (the “Prior Registration Statement”). Upon effectiveness of the New Registration Statement on March 3, 2025, the Prior Registration Statement was deemed terminated.
In connection with the filing of the New Registration Statement, on November 7, 2025, the Company filed with the SEC a prospectus supplement (the “ATM Prospectus Supplement”) relating to its existing “at-the-market” equity offering of shares of the Company’s common stock, par value $0.01 per share (“Common Stock”) having an aggregate gross sales price of up to $175,000,000 (the “ATM Program”).
In connection with the filing of the prospectus supplement, the Company is filing as Exhibit 5.1 hereto an opinion of its Maryland counsel, Venable LLP, regarding the legality of the validity of the securities being registered under the prospectus supplement.
Entry into Amended Distribution Agreement
On November 7, 2025, the Company entered into Amendment No. 2 (the “Amendment”) to its distribution agreement (as amended, the “Agreement”) with BTIG, LLC, Citizens JMP Securities, LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as the Company’s sales agents (each, individually, an “Agent” and collectively, the “Agents”).
The purpose of the Amendment was to contemplate the sale of shares of Common Stock under the Agreement pursuant to the New Registration Statement and the ATM Prospectus Supplement. The material terms of the Agreement, including the aggregate gross sales price of shares of Common Stock that may be offered and sold from time to time, otherwise remain unchanged. The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Description | ||
| 1.1 | Amendment No. 2 to Distribution Agreement by and among BTIG, LLC, Citizens JMP Securities, LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, dated November 7, 2025 | ||
| 5.1 | Opinion of Venable LLP | ||
| 23.1 | Consent of Venable LLP (included in Exhibit 5.1) | ||
| 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: November 7, 2025 | REDWOOD TRUST, INC. | ||
| By: | /s/ Brooke E. Carillo | ||
| Name: | Brooke E. Carillo | ||
| Title: | Chief Financial Officer | ||