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): September 3, 2019

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. ¨

Securities registered pursuant to Section 12(b) of the Act:

Item 8.01. Other Events.

On September 3, 2019, Redwood Trust, Inc. (the "Company") announced a proposed public offering of common stock. The public offering will be made pursuant to an automatic shelf registration statement on Form S-3 (that was filed by the Company with the SEC and became effective on May 9, 2019), as well as pursuant to a preliminary prospectus supplement and accompanying prospectus relating to and describing the terms of the offering. Included within the preliminary prospectus supplement are important disclosures regarding the Company, including under the headings “Use of Proceeds”, “Recent Developments”, and “Risk Factors”. The content of these three sections of the preliminary prospectus supplement (together, the “Incorporated Disclosures”), is set forth in Exhibit 99.1 to this current report on Form 8-K and these Incorporated Disclosures, but not the remainder of preliminary prospectus supplement, are hereby incorporated by reference into this Item 8.01.

Forward Looking Statements:

This Item 8.01 and the Incorporated Disclosures set forth in Exhibit 99.1 to this current report on Form 8-K contain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve numerous risks and uncertainties. Our actual results may differ from our expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Forward-looking statements are not historical in nature and can be identified by words such as “anticipate,” “estimate,” “will,” “should,” “expect,” “believe,” “intend,” “seek,” “plan,” "may,” “could,” “continue” and similar expressions or their negative forms, or by references to strategy, plans, goals, or intentions. These forward-looking statements are subject to risks and uncertainties, including, among other things, those described in our Annual Report on Form 10-K under the caption “Risk Factors” as well as the Risk Factors set forth in the Incorporated Disclosures set forth in Exhibit 99.1 to this current report on Form 8-K. Other risks, uncertainties, and factors that could cause actual results to differ materially from those projected are described in the Incorporated Disclosures set forth in Exhibit 99.1 to this current report on Form 8-K and may also be described from time to time in reports we file with the Securities and Exchange Commission, including reports on Forms 10-K, 10-Q, and 8-K. We undertake no obligation to update or revise forward-looking statements, whether as a result of new information, future events, or otherwise.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 – Incorporated Disclosures

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.