S-3 424B5 EX-FILING FEES 333-285506 0000930236 REDWOOD TRUST INC The prospectus is not a final prospectus for the related offering. Y N 0000930236 2025-03-03 2025-03-03 0000930236 1 2025-03-03 2025-03-03 0000930236 1 2025-03-03 2025-03-03 0000930236 2 2025-03-03 2025-03-03 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-3

REDWOOD TRUST INC

Table 1: Newly Registered and Carry Forward Securities

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial Effective Date

Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward

Newly Registered Securities
Fees to be Paid 1 Equity Common Stock, $0.01 par value per share 457(a) 12,500,000 $ 6.43 $ 80,375,000.00 0.0001531 $ 12,305.41
Fees Previously Paid
Carry Forward Securities
Carry Forward Securities

Total Offering Amounts:

$ 80,375,000.00

$ 12,305.41

Total Fees Previously Paid:

$ 0.00

Total Fee Offsets:

$ 12,305.41

Net Fee Due:

$ 0.00

Offering Note

1

(1) Estimated in accordance with Rule 457(c) under the Securities Act of 1933, as amended (the "Securities Act"), solely for the purpose of calculating the amount of the filing fee. The maximum offering price per security and the maximum aggregate offering price are based on the average of the $6.48 (high) and $6.365 (low) sale price of Redwood Trust, Inc.'s common stock as reported on the New York Stock Exchange on February 24, 2025.

Table 2: Fee Offset Claims and Sources

Registrant or Filer Name Form or Filing Type File Number Initial Filing Date Filing Date Fee Offset Claimed Security Type Associated with Fee Offset Claimed Security Title Associated with Fee Offset Claimed Unsold Securities Associated with Fee Offset Claimed Unsold Aggregate Offering Amount Associated with Fee Offset Claimed Fee Paid with Fee Offset Source
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims
Fee Offset Sources
Rule 457(p)
Fee Offset Claims 1 Redwood Trust, Inc. S-3 333-263301 03/04/2022 $ 12,305.41 Unallocated (Universal) Shelf $ 0.00
Fee Offset Sources 2 SEQUOIA RESIDENTIAL FUNDING INC. S-3 333-185882-01 03/21/2013 $ 596,964.80

Rule 457(p) Statement of Withdrawal, Termination, or Completion:

1

(2) On March 3, 2025, the Registrant filed a Registration Statement on Form S-3 (Registration No. 333-285506) and, in accordance with Rules 456(b) and 457(r) under the Securities Act, deferred payment of the entire registration fee, except for $596,964.80 of unused filing fees (the "Unused Filing Fees") previously paid with respect to unsold securities having an aggregate initial offering price of $4,825,005,547 in connection with the filing of Registration Statement on Form S-3 (Registration No. 333-185882-01), which was initially filed by Sequoia Residential Funding, Inc. and Sequoia Mortgage Funding Corporation on January 4, 2013, and Registration Statement on Form S-3 (Registration No. 333-189370), which was initially filed by Sequoia Residential Funding, Inc. and Sequoia Mortgage Funding Corporation on June 14, 2013. Offerings under these prior registration statements were completed and the registration statements expired. Pursuant to Rule 457(p) under the Securities Act, the Unused Filing Fees were to be applied to fees payable pursuant to Registration Statement on Form SF-3 (Registration No. 333-211339), which was initially filed by Sequoia Residential Funding, Inc. on May 13, 2016. No offerings under this prior registration statement were completed and the registration statement expired. Pursuant to Rule 457(p) under the Securities Act, the Unused Filing Fees were to be applied to fees payable pursuant to Registration Statement on Form S-3 (Registration No. 333-231338), initially filed by Redwood Trust, Inc. on May 9, 2019 and amended on March 12, 2021. Offerings under this prior registration statement were completed and the registration statement expired. Pursuant to Rule 457(p) under the Securities Act, the Unused Filing Fees were to be applied to fees payable pursuant to Registration Statement on Form S-3 (Registration No. 333-263301), initially filed by Redwood Trust, Inc. on March 4, 2022. Offerings under this prior registration statement were completed and, pursuant to Rule 457(p) under the Securities Act, the Unused Filing Fees will be applied to the fees payable pursuant to Registration Statement on Form S-3 (Registration No. 333-285506) and its related prospectus supplements on a pay-as-you-go basis. As a result, a filing fee offset of $596,964.80, which represents the Unused Filing Fees, is available to offset the current filing fee. The Registrant is offsetting the filing fee due under this prospectus supplement by $12,305.41, with $584,659.39 remaining to be applied to future filings from this fee offset source.

Offset Note

2

(2) On March 3, 2025, the Registrant filed a Registration Statement on Form S-3 (Registration No. 333-285506) and, in accordance with Rules 456(b) and 457(r) under the Securities Act, deferred payment of the entire registration fee, except for $596,964.80 of unused filing fees (the "Unused Filing Fees") previously paid with respect to unsold securities having an aggregate initial offering price of $4,825,005,547 in connection with the filing of Registration Statement on Form S-3 (Registration No. 333-185882-01), which was initially filed by Sequoia Residential Funding, Inc. and Sequoia Mortgage Funding Corporation on January 4, 2013, and Registration Statement on Form S-3 (Registration No. 333-189370), which was initially filed by Sequoia Residential Funding, Inc. and Sequoia Mortgage Funding Corporation on June 14, 2013. Offerings under these prior registration statements were completed and the registration statements expired. Pursuant to Rule 457(p) under the Securities Act, the Unused Filing Fees were to be applied to fees payable pursuant to Registration Statement on Form SF-3 (Registration No. 333-211339), which was initially filed by Sequoia Residential Funding, Inc. on May 13, 2016. No offerings under this prior registration statement were completed and the registration statement expired. Pursuant to Rule 457(p) under the Securities Act, the Unused Filing Fees were to be applied to fees payable pursuant to Registration Statement on Form S-3 (Registration No. 333-231338), initially filed by Redwood Trust, Inc. on May 9, 2019 and amended on March 12, 2021. Offerings under this prior registration statement were completed and the registration statement expired. Pursuant to Rule 457(p) under the Securities Act, the Unused Filing Fees were to be applied to fees payable pursuant to Registration Statement on Form S-3 (Registration No. 333-263301), initially filed by Redwood Trust, Inc. on March 4, 2022. Offerings under this prior registration statement were completed and, pursuant to Rule 457(p) under the Securities Act, the Unused Filing Fees will be applied to the fees payable pursuant to Registration Statement on Form S-3 (Registration No. 333-285506) and its related prospectus supplements on a pay-as-you-go basis. As a result, a filing fee offset of $596,964.80, which represents the Unused Filing Fees, is available to offset the current filing fee. The Registrant is offsetting the filing fee due under this prospectus supplement by $12,305.41, with $584,659.39 remaining to be applied to future filings from this fee offset source.