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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):
May 19, 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

 9.500% Senior Notes Due 2030
 RWTQ
 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 8.01
 Other Events. 

 
 

On May 19, 2026, Redwood
Trust, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan
Stanley & Co. LLC, RBC Capital Markets, LLC, UBS Securities LLC, Wells Fargo Securities, LLC, Goldman Sachs & Co. LLC
and Piper Sandler & Co., as representatives of the several underwriters named therein (collectively, the “Underwriters”),
pursuant to which the Company agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Company, $125,000,000
aggregate principal amount of its 9.75% senior notes due 2031 (the “Notes”) (the “Offering”). In connection with
the Offering, the Company granted the Underwriters a 30-day option to purchase up to an additional $18,750,000 aggregate principal amount
of Notes, to cover solely over-allotments. Pursuant to the terms of the Underwriting Agreement, the parties have agreed to indemnify each
other against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Act”).

 

The Notes have been registered
pursuant to the Registration Statement on Form S-3 (Registration Statement No. 333-285506), as amended by Post-Effective Amendment
No. 1 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”)
under the Act, including the prospectus supplement filed by the Company with the
Commission pursuant to Rule 424(b) under the Act dated May 19, 2026 to the prospectus contained in the Registration Statement
dated March 3, 2025, as amended on August 21, 2025. The Offering is expected to close on May 27, 2026.

 

A copy of the Underwriting
Agreement is filed as Exhibit 1.1 to this Current Report.

 

 

  

 

 

Item 9.01Financial Statements and Exhibits.

 

 
  
 (d)
 Exhibits. 

 
 

 
 Exhibit No.
  
 Description

 
 1.1
  
 Underwriting Agreement by and among Redwood Trust, Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, UBS Securities LLC, Wells Fargo Securities, LLC, Goldman Sachs & Co. LLC and Piper Sandler & Co., dated May 19, 2026.

 
  
  
  

 
 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: May 20, 2026
 REDWOOD TRUST, INC.

 
  
  
  

 
  
 By:
 /s/ Brooke E. Carillo 

 
  
  
 Name: Brooke E. Carillo 

 
  
  
 
 Title: Executive Vice President and Chief Financial Officer