SEC Form 8-A12B filed by Redwood Trust Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF 1934

REDWOOD TRUST, INC.

(Exact name of registrant as specified in its charter)

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

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ¨

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨

Securities Act registration statement file numbers to which this form relates:

333-263301.

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

None.

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Redwood Trust, Inc. (the “Company”) hereby incorporates by reference herein the description of its 9.125% Senior Notes due 2030 (the “Notes”), to be registered hereunder, set forth under the heading “Description of the Notes” in the Company’s prospectus supplement, dated January 15, 2025, to the prospectus, dated March 4, 2022 (the “Prospectus”), constituting part of the Registration Statement on Form S-3 (File No. 333-263301) of the Company, filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), the related information under the heading “Description of Debt Securities” in the Prospectus, and any description included in a form of prospectus supplement subsequently filed by the Company under Rule 424(b) under the Securities Act. The Notes are expected to be listed on the New York Stock Exchange.

The documents listed below are filed as exhibits to this registration statement:

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, Redwood Trust, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned thereto duly authorized.