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): August 9, 2021

REDWOOD TRUST, INC.

(Exact name of registrant as specified in its charter)

One Belvedere Place
Suite 300
Mill Valley, California 94941
(Address of principal executive offices, including 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:

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. ¨

In connection with the commencement by Redwood Trust, Inc. (the “Company”) of its “continuous equity offering,” pursuant to which the Company may sell up to an aggregate of $175,000,000 of the Company’s common stock, par value $0.01 per share (the “Shares”) from time to time in “at the market” offerings (the “Offering”), the Company previously entered into a distribution agreement, dated November 14, 2018 (as amended on May 9, 2019 and March 4, 2020, the “Agreement”), by and between the Company and Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, JMP Securities LLC and Nomura Securities International, Inc., as agents and/or principals, for the offer and sale of the Shares (together, the “Initial Agents”).

On August 9, 2021, the Company entered into an amendment (“Amendment No. 3”) to the Agreement with the Initial Agents and Mischler Financial Group, Inc. to, among other things, permit Mischler Financial Group, Inc. to join the program as an additional agent and/or principal and revise the windows during which the Company may not offer, sell or deliver, or request the offer or sale, of any Shares pursuant to the Agreement.

Under the Agreement, the Company has offered and sold $64,596,600.79 of the Company’s common stock through the date hereof.

On August 9, 2021, the Company also filed a prospectus supplement, dated August 9, 2021 (the “Prospectus Supplement”), in connection with the offer and sale of the Shares. The Shares will be issued pursuant to the Prospectus Supplement and the Company’s shelf registration statement on Form S-3 (File No. 333-231338), which was originally filed with the SEC on May 9, 2019 and amended on March 12, 2021.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any security nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

A copy of Amendment No. 3 is filed as Exhibit 1.1 to this Current Report. The description of Amendment No. 3 does not purport to be complete and is qualified in its entirety by reference to Amendment No. 3 filed as an exhibit to this Current Report and incorporated herein by reference.

The company is filing the opinion of its Maryland counsel, Venable LLP, regarding the legality of the Shares that may be issued pursuant to the Amendment. The opinion is filed as Exhibit 5.1 to this Current Report.

(d) Exhibits.

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.