Form 8-K REDWOOD TRUST INC For: Sep 10
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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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):
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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 1.01. | Entry Into a Material Definitive Agreement. |
Completion of Public Offering of Convertible Senior Notes
On September 15, 2026, Redwood Trust, Inc. (the “Company”) issued $205,000,000 aggregate principal amount of the Company’s 7.00% Convertible Senior Notes due 2030 (the “Notes”) pursuant to a purchase agreement (the “Purchase Agreement”) with the representatives of the several initial purchasers of the Notes (the “Offering”). Pursuant to the Purchase Agreement, the Company granted the Initial Purchasers (as defined below) an option to purchase, for settlement with a period of 13 days from, and including, September 15, 2026, up to an additional $20,000,000 aggregate principal amount of Notes from the Company. The Notes issued on September 15, 2026 include $20,000,0000 aggregate principal amount of Notes issued pursuant to the full exercise by the Initial Purchasers of such option.
Indenture
The Company issued the Notes under an indenture dated as of September 15, 2026 (the “Indenture”) between the Company and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”).
The Notes bear interest at a rate of 7.00% per year, payable semi-annually in arrears on March 15 and September 15 of each year, beginning on March 15, 2027. The Notes are the general unsecured obligations of the Company and rank equal in right of payment with the other existing and future senior unsecured indebtedness of the Company and senior in right of payment to any indebtedness of the Company that is contractually subordinated to the Notes. The Notes, however, are effectively subordinated in right of payment to the existing and future secured indebtedness of the Company to the extent of the value of the collateral securing such indebtedness, and structurally subordinated to the claims of the Company’s subsidiaries’ creditors, including trade creditors.
The Notes will mature on September 15, 2030 (the “Maturity Date”), unless earlier redeemed or repurchased by the Company or converted.
Before June 17, 2030, holders will have the right to convert their Notes only upon the occurrence of certain events. From and after June 17, 2030, holders may convert their Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. The Company will have the right to elect to settle conversions either entirely in cash or in a combination of cash and shares of its common stock, $0.01 par value per share (the “Common Stock”). However, upon conversion of any Notes, the conversion value, which will be determined over an “Observation Period” (as defined in the Indenture) consisting of 25 trading days, will be paid in cash up to at least the principal amount of the Notes being converted. The initial conversion rate of the Notes is 204.0608 shares of Common Stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $4.90 per share. The initial conversion price represents a premium of approximately 35.00% over the closing price of the Company’s Common Stock on September 10, 2026. The conversion rate is subject to adjustment in certain circumstances.
Upon the occurrence of a fundamental change (as defined in the Indenture) involving the Company, which includes any principal amount remaining outstanding on (i) the Company’s 9.125% senior notes due 2029 as of December 1, 2028; (ii) the Company’s 9.00% senior notes due 2029 as of June 3, 2029; or (iii) the Company’s 9.125% senior notes due 2030 as of December 1, 2029, then, subject to a limited exception for certain cash mergers, holders of the Notes may require the Company to repurchase all or a portion of their Notes for cash at a price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
The Company will have the right to redeem the Notes, in whole or in part, at its option at any time, and from time to time, prior to maturity, to the extent, and only to the extent, necessary to preserve its status as a real estate investment trust (“REIT”) for U.S. federal income tax purposes. The redemption price for any Note called for redemption will be a cash amount equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any. The Company may at any time and from time to time repurchase Notes by tender offer, open market purchases, negotiated transactions or otherwise, in accordance with applicable securities laws.
If an event of default (as defined in the Indenture) occurs and is continuing, the Trustee by notice to the Company, or the holders of at least 25% in aggregate principal amount of the Notes then outstanding by notice to the Company and the Trustee, may, and the Trustee at the request of such holders shall, declare 100% of the principal of and accrued and unpaid interest on all the Notes to be due and payable. In the case of an event of default arising out of certain bankruptcy or insolvency events (as set forth in the Indenture), 100% of the principal of and accrued and unpaid interest on the Notes will automatically become due and payable.
The above description of the Indenture and the Notes is a summary and is not complete. A copy of the Indenture and the form of the certificate representing the Notes are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K, and the above summary is qualified by reference to the terms of the Indenture and the Notes set forth in such exhibits.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. |
The information required by this Item 2.03 relating to the Notes and the Indenture is contained in Item 1.01 above and is incorporated herein by reference.
| Item 3.02. | Unregistered Sales of Equity Securities. |
The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 3.02. The Notes were issued to the Initial Purchasers in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), in transactions not involving any public offering. The Notes were resold by the Initial Purchasers to persons whom the Initial Purchasers reasonably believe are “qualified institutional buyers,” as defined in, and in accordance with, Rule 144A under the Securities Act. Any shares of the Company’s Common Stock that may be issued upon conversion of the Notes will be issued in reliance upon Section 3(a)(9) of the Securities Act as involving an exchange by the Company exclusively with its security holders. Initially, a maximum of 56,473,810 shares of the Company’s Common Stock may be issued upon conversion of the Notes, based on the initial maximum conversion rate of 275.4820 shares of Common Stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.
| Item 8.01. | Other Events. |
Purchase Agreement
On September 10, 2026, the Company entered into the Purchase Agreement with the representatives (the “Representatives”) of the several Initial Purchasers named therein (collectively, the “Initial Purchasers”). Subject to the terms and conditions of the Purchase Agreement, the Company agreed to sell to the Initial Purchasers, and the Initial Purchasers agreed to purchase from the Company, $185,000,000 aggregate principal amount of Notes. The Company also granted the Initial Purchasers an option to purchase, for settlement with a period of 13 days from, and including, September 15, 2026, up to an additional $20,000,000 aggregate principal amount of the Notes. Pursuant to the terms of the Purchase Agreement, the parties have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act.
Pursuant to the terms of the Purchase Agreement, all of the Company’s directors and executive officers also agreed not to sell or transfer any Common Stock held by them for 60 days after September 10, 2026 without first obtaining the written consent of the Representatives on behalf of the Initial Purchasers, subject to certain exceptions.
Notes Press Release
On September 10, 2026, the Company issued a press release relating to the pricing of the Offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.
2027 Notes Repurchases
On September 10, 2026, the Company agreed to repurchase approximately $123.79 million aggregate principal amount of its 7.75% convertible senior notes due 2027 (“2027 Notes”) in privately negotiated transactions effected through one of the Initial Purchasers or its affiliates, as the Company’s agent. Following these repurchases, approximately $173.38 million in aggregate principal amount of the 2027 Notes will remain outstanding.
Neither this Current Report on Form 8-K nor the press release constitutes an offer to repurchase any 2027 Notes or 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.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit 4.1 | Indenture, dated September 15, 2026, between Redwood Trust, Inc. and Wilmington Trust, National Association, as Trustee |
| Exhibit 4.2 | Form of 7.00% Convertible Senior Note due 2030 (included in Exhibit 4.1). |
| Exhibit 99.1 | Press Release, dated 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, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: September 15, 2026 | REDWOOD TRUST, INC. | |
| By: | /S/ Brooke E. Carillo | |
| Name: Brooke E. Carillo | ||
| Title: Chief Financial Officer and Executive Vice President | ||
ATTACHMENTS / EXHIBITS
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XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
XBRL TAXONOMY EXTENSION LABEL LINKBASE
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