UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
Filing of Shelf Registration Statement and Prospectus Supplement
On March 3, 2025, Redwood Trust, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a shelf registration statement (File No. 333-285506) (the “Registration Statement”), which became immediately effective upon filing.
On March 4, 2025, the Company also filed with the SEC a prospectus supplement, dated March 4, 2025, pursuant to Rule 424(b) under the Securities Act of 1933, as amended, relating to the Company’s Direct Stock Purchase and Dividend Reinvestment Plan (the “Plan”), which is designed to provide the Company’s existing stockholders and interested new investors with a method of purchasing shares of the Company’s common stock and investing all or a percentage of their cash dividends in additional shares of common stock.
In connection with the filing of the prospectus supplement, the Company is filing as Exhibit 5.1 hereto the opinion of its Maryland counsel, Venable LLP, regarding the legality of the validity of the securities being registered under the prospectus supplement. Additionally, the Company is filing as Exhibit 8.1 hereto an opinion of its counsel, Latham & Watkins LLP, with respect to certain tax matters.
This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
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Exhibit No. |
Description | ||
| 5.1 | Opinion of Venable LLP | ||
| 8.1 | Opinion of Latham & Watkins LLP | ||
| 23.1 | Consent of Venable LLP (included in Exhibit 5.1) | ||
| 23.2 | Consent of Latham & Watkins LLP (included in Exhibit 8.1) | ||
| 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: March 4, 2025 | REDWOOD TRUST, INC. | ||
| By: | /s/ Andrew P. Stone | ||
| Name: | Andrew P. Stone | ||
| Title: | Executive Vice President, Chief Legal Officer and Secretary | ||