RWT / Redwood Trust, Inc. - Документы SEC, Годовой отчет, Доверенное заявление

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 22, 2025 REDWOOD TRUST, IN

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 22, 2025 REDWOOD TRUST, INC. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-13759 (Commission File Number) 6

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 21, 2025 REDWOOD TRUST, IN

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 21, 2025 REDWOOD TRUST, INC. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-13759 (Commission File Number) 6

$50,000,000 7.75% Convertible Senior Notes due 2027 Interest payable June 15 and December 15 Offering Price: Approximately 99.13%, including accrued interest from June 15, 2025 to, but excluding, August 25, 2025

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  File No. 333-285506 Prospectus Supplement (To Prospectus Dated March 3, 2025) $50,000,000 7.75% Convertible Senior Notes due 2027 Interest payable June 15 and December 15 Offering Price: Approximately 99.13%, including accrued interest from June 15, 2025 to, but excluding, August 25, 2025 We are offering $50,000,000 aggregate principal amount of

As filed with the Securities and Exchange Commission on August 21, 2025

As filed with the Securities and Exchange Commission on August 21, 2025 Registration No.

REDWOOD TRUST, INC. as Issuer WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee

Exhibit 4.12 Execution Version REDWOOD TRUST, INC. as Issuer AND WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee    Indenture Dated as of June 9, 2022 7.75% Convertible Senior Notes due 2027 CROSS REFERENCE TABLE* Trust Indenture Act Section Indenture Section 310(a)(1) 11.09 (a)(2) 11.09 (a)(3) N/A (a)(4) N/A (a)(5) N/A (b) 11.09 (c) N/A 311(a) 11.03 (b) 11.03 (c) N/A 312(a) 2.05 (b) N/A (c) N/A

Security Type

Calculation of Filing Fee Tables S-3 REDWOOD TRUST INC Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable 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 Debt Convertible into Equity 7.

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

Exhibit 99.1 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS The following is a general summary of certain material U.S. federal income tax considerations regarding our qualification and taxation as a REIT and the purchase, ownership and disposition of our capital stock and debt securities, but does not purport to be a complete analysis of all potential tax effects. Supplemental U.S. federal incom

Table 1: Newly Registered Securities

Calculation of Filing Fee Tables S-8 REDWOOD TRUST INC Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, $0.

As filed with the Securities and Exchange Commission on August 11, 2025

As filed with the Securities and Exchange Commission on August 11, 2025 Registration No.

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: June 30, 2025 ☐ TRANSITION REPORT P

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to . Commission File Number 1-13759 REDWOOD TR

Fifth Amendment to Amended and Restated Executive Deferred Compensation Plan (filed herewith)

EXHIBIT 10.1 FIFTH AMENDMENT TO REDWOOD TRUST, INC. AMENDED AND RESTATED EXECUTIVE DEFERRED COMPENSATION PLAN THIS FIFTH AMENDMENT (this “Fifth Amendment”) to the Redwood Trust, Inc. Amended and Restated Executive Deferred Compensation Plan, as amended (the “Plan”), is made and adopted by the Board of Directors (the “Board”) of Redwood Trust, Inc., a corporation (the “Company”), effective as of Ma

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): July 30, 2025 REDWOOD TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-13759 68-0329422 (State or other jurisdiction of incorporation) (Commission File

REDWOOD TRUST REPORTS SECOND QUARTER 2025 FINANCIAL RESULTS AND ACCELERATES TRANSITION TO CORE OPERATING STRATEGY INCREASES SHARE REPURCHASE AUTHORIZATION TO $150 MILLION

Exhibit 99.1 REDWOOD TRUST REPORTS SECOND QUARTER 2025 FINANCIAL RESULTS AND ACCELERATES TRANSITION TO CORE OPERATING STRATEGY INCREASES SHARE REPURCHASE AUTHORIZATION TO $150 MILLION MILL VALLEY, CA – Redwood Trust, Inc. (NYSE:RWT; "Redwood", the "Company"), a leader in expanding access to housing for homebuyers and renters, today reported its financial results for the quarter ended June 30, 2025

S H A R E H O L D E R L E T T E R S E C O N D Q U A R T E R 2 0 2 5

Exhibit 99.2 S H A R E H O L D E R L E T T E R S E C O N D Q U A R T E R 2 0 2 5 R E D W O O D T R U S T Dear Shareholders, Our second quarter results reflect our decision to accelerate Redwood’s strategic transition toward a more scalable and simplified operating model—an evolution we first articulated at our 2024 Investor Day. The avenues for growth we see today across our operating platforms ar

R E D W O O D T R U S T . C O M Q2 2025 Redwood Review July 30, 2025 Exhibit 99.3 2 This presentation contains forward-looking statements, including statements regarding our 2025 forward outlook and strategic priorities, key drivers to increase earni

R E D W O O D T R U S T . C O M Q2 2025 Redwood Review July 30, 2025 Exhibit 99.3 2 This presentation contains forward-looking statements, including statements regarding our 2025 forward outlook and strategic priorities, key drivers to increase earnings, book value, and mortgage banking volumes, current target annualized non-GAAP EAD returns on equity, current target returns related to capital dep

REDWOOD TRUST ANNOUNCES UPSIZED COMMON STOCK REPURCHASE AUTHORIZATION TO $150 MILLION

EXHIBIT 99.4 REDWOOD TRUST ANNOUNCES UPSIZED COMMON STOCK REPURCHASE AUTHORIZATION TO $150 MILLION MILL VALLEY, CA – Redwood Trust, Inc. (NYSE: RWT; “Redwood” or the “Company”), a leader in expanding access to housing for homebuyers and renters, today announced that its Board of Directors has upsized the Company’s authorization to repurchase common stock to $150 million. This stock repurchase auth

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): June 12, 2025 REDWOOD TRUST, INC.

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): June 12, 2025 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-

REDWOOD TRUST ANNOUNCES SECOND QUARTER 2025 COMMON AND PREFERRED DIVIDENDS

Exhibit 99.1 REDWOOD TRUST ANNOUNCES SECOND QUARTER 2025 COMMON AND PREFERRED DIVIDENDS MILL VALLEY, CA –– Redwood Trust, Inc. (NYSE: RWT; “Redwood” or the “Company”), a leader in expanding access to housing for homebuyers and renters, today announced that its Board of Directors (the “Board”) has declared second quarter 2025 common and preferred stock dividends. Common Stock Dividend The Board has

Submission of Matters to a Vote of Security Holders

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 22, 2025 REDWOOD TRUST, INC. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-13759 (Commission File Number) 68-0

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: March 31, 2025 ☐ TRANSITION REPORT

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to . Commission File Number 1-13759 REDWOOD T

R E D W O O D T R U S T . C O M Q1 2025 Redwood Review April 30, 2025 Exhibit 99.2 2 This presentation contains forward-looking statements, including statements regarding our 2025 forward outlook and strategic priorities, key drivers to increase earn

R E D W O O D T R U S T . C O M Q1 2025 Redwood Review April 30, 2025 Exhibit 99.2 2 This presentation contains forward-looking statements, including statements regarding our 2025 forward outlook and strategic priorities, key drivers to increase earnings, book value, and mortgage banking volumes, current target annualized non-GAAP EAD returns on equity, current target returns related to capital de

REDWOOD TRUST REPORTS FIRST QUARTER 2025 FINANCIAL RESULTS

Exhibit 99.1 REDWOOD TRUST REPORTS FIRST QUARTER 2025 FINANCIAL RESULTS MILL VALLEY, CA – Redwood Trust, Inc. (NYSE:RWT; "Redwood", the "Company"), a leader in expanding access to housing for homebuyers and renters, today reported its financial results for the quarter ended March 31, 2025. Key Q1 2025 Financial Results and Metrics •GAAP book value per common share was $8.39 at March 31, 2025, rela

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): April 30, 2025 REDWOOD TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-13759 68-0329422 (State or other jurisdiction of incorporation) (Commission File

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): April 21, 2025 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

1

Exhibit 99.1 Dear Fellow Shareholders, During extraordinary times like these, the past quarter seems like a distant memory, and our remarks may become outdated before the ink on this letter dries. With that context in mind, We’ll avoid burying the lede: Redwood has navigated this April crisis period for the broader financial markets in a position of strength. Our estimated GAAP book value at April

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant: ý Filed by a Party other than the Registrant: o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as Permitted by

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant: ý

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant: ý Filed by a Party other than the Registrant: o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as Permitted by

Regulation FD Disclosure, Financial Statements and Exhibits

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): March 13, 2025 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

REDWOOD TRUST ANNOUNCES FIRST QUARTER 2025 COMMON AND PREFERRED DIVIDENDS

Exhibit 99.1 REDWOOD TRUST ANNOUNCES FIRST QUARTER 2025 COMMON AND PREFERRED DIVIDENDS MILL VALLEY, CA –– Redwood Trust, Inc. (NYSE: RWT; “Redwood” or the “Company”), a leader in expanding access to housing for homebuyers and renters, today announced that its Board of Directors (the “Board”) has declared first quarter 2025 common and preferred stock dividends. Common Stock Dividend The Board has a

Table 1: Newly Registered and Carry Forward Securities

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.

Direct Stock Purchase and Dividend Reinvestment Plan 12,500,000 Shares Redwood Trust, Inc. Please read this prospectus supplement and the accompanying prospectus carefully before investing and retain it for your future reference.

Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-285506 PROSPECTUS SUPPLEMENT (To Prospectus dated March 3, 2025) Direct Stock Purchase and Dividend Reinvestment Plan 12,500,000 Shares Redwood Trust, Inc. Please read this prospectus supplement and the accompanying prospectus carefully before investing and retain it for your future reference. We are offering existing holders of our c

Financial Statements and Exhibits, Other Events

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): March 3, 2025 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-

Form of Restricted Stock Unit Award Agreement under 2014 Incentive Plan (December 2024 Form of Award Agreement) (filed herewith)

EXHIBIT 10.4 REDWOOD TRUST, INC. [DEC. 2024 FORM OF] RESTRICTED STOCK UNIT AWARD AGREEMENT RESTRICTED STOCK UNIT AWARD AGREEMENT dated as of [insert date] (the “Award Agreement”), by and between Redwood Trust, Inc., a Maryland corporation (the “Company”), and [First Name] [Last Name], an Employee of the Company (the “Participant”). References to the Company herein shall include the subsidiaries an

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended: December 31, 2024 ☐ TRANSITION REPORT PURSU

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended: December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to . Commission File Number 1-13759 REDWOOD TRUST,

Filing Fee Table

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, par value $0.

As filed with the Securities and Exchange Commission on March 3, 2025

As filed with the Securities and Exchange Commission on March 3, 2025 Registration No.

Lease, between RCPI Landmark Properties, L.L.C. and CoreVest American Finance Lender, LLC, dated as of September 26, 2024 (filed herewith)

EXHIBIT 10.49 LEASE RCPI LANDMARK PROPERTIES, L.L.C., a Delaware limited liability company Landlord and COREVEST AMERICAN FINANCE LENDER LLC, a Delaware limited liability company Tenant for Rockefeller Center 45 Rockefeller Plaza New York, New York September 26, 2024 TABLE OF CONTENTS ARTICLE 1 BASIC LEASE PROVISIONS 1 ARTICLE 2 PREMISES, TERM, RENT 3 ARTICLE 3 USE AND OCCUPANCY 5 ARTICLE 4 CONDIT

List of Subsidiaries (filed herewith)

EXHIBIT 21 LIST OF SUBSIDIARIES OF REDWOOD TRUST, INC. Subsidiaries* Jurisdiction of Incorporation or Organization Redwood Residential Acquisition Corporation Delaware Redwood Subsidiary Holdings, LLC Delaware RWT Holdings, Inc. Delaware Redwood BPL Holdings 2, Inc. Delaware Sequoia Residential Funding, Inc.** Delaware CoreVest American Finance Lender LLC Delaware * In accordance with Item 601(b)(

Statement of Eligibility of Trustee on Form T-1

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 ¨ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S. employer identification no.) 1100 North Market Street Wilmington, DE 19890-0001 (Address of principal

Form of Indenture

Exhibit 4.5 REDWOOD TRUST, INC. as Issuer AND WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee Indenture Dated as of        , 2025 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 4 Section 1.3. Incorporation by Reference of Trust Indenture Act 4 Section 1.4. Rules of Construction 5 ARTICLE II. THE SECURITIES

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 13, 2025 REDWOOD TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-13759 68-0329422 (State or other jurisdiction of incorporation) (Commission F

R E D W O O D T R U S T . C O M Q4 2024 Redwood Review February 13, 2025 Exhibit 99.3 2 This presentation contains forward-looking statements, including statements regarding our 2025 forward outlook and strategic priorities, key drivers to increase e

R E D W O O D T R U S T . C O M Q4 2024 Redwood Review February 13, 2025 Exhibit 99.3 2 This presentation contains forward-looking statements, including statements regarding our 2025 forward outlook and strategic priorities, key drivers to increase earnings and book value, current target returns related to capital deployment opportunities and estimates of upside and potential earnings in our Redwo

REDWOOD TRUST REPORTS FOURTH QUARTER 2024 FINANCIAL RESULTS

Exhibit 99.1 REDWOOD TRUST REPORTS FOURTH QUARTER 2024 FINANCIAL RESULTS MILL VALLEY, CA – Redwood Trust, Inc. (NYSE:RWT; "Redwood", the "Company"), a leader in expanding access to housing for homebuyers and renters, today reported its financial results for the quarter ended December 31, 2024. Key Q4 2024 Financial Results and Metrics •GAAP book value per common share was $8.46 at December 31, 202

S H A R E H O L D E R L E T T E R F O U R T H Q U A R T E R 2 0 2 4

Exhibit 99.2 S H A R E H O L D E R L E T T E R F O U R T H Q U A R T E R 2 0 2 4 R E D W O O D T R U S T Dear Fellow Shareholders: On the back of the November elections, the last few months have borne witness to an unprecedented dynamic in interest rates – the start of a Fed easing cycle coinciding with a nearly 100 basis point rise in the 10-year Treasury yield. Inflationary rhetoric from the new

JOINT FILING AGREEMENT

JOINT FILING AGREEMENT The undersigned hereby agree that this Schedule 13G (the “Schedule 13G”) with respect to the common stock of Redwood Trust, Inc.

Redwood Trust Announces Dividend Distribution Tax Information for 2024

Exhibit 99.1 Redwood Trust Announces Dividend Distribution Tax Information for 2024 MILL VALLEY, CA – Redwood Trust, Inc. (NYSE: RWT, “Redwood” or the “Company”), a leader in expanding access to housing for homebuyers and renters, today announced tax information regarding its dividend distributions for 2024. Shareholders should check the tax statements they receive from their brokerage firms to co

Financial Statements and Exhibits, Other Events

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): January 29, 2025 REDWOOD TRUST, INC. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-13759 (Commission File Number)

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): January 15, 2025 REDWOOD TRUST, I

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): January 15, 2025 REDWOOD TRUST, INC. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-13759 (Commission File Number)

Underwriting Agreement by and among Redwood Trust, Inc., Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC, RBC Capital Markets, LLC, Wells Fargo Securities, LLC, Keefe, Bruyette & Woods, Inc. and Piper Sandler & Co., dated January 15, 2025.

Exhibit 1.1 Execution Version REDWOOD TRUST, INC. 9.125% Senior Unsecured Notes due 2030 Underwriting Agreement January 15, 2025 Morgan Stanley & Co. LLC Goldman Sachs & Co. LLC RBC Capital Markets, LLC Wells Fargo Securities, LLC Keefe, Bruyette & Woods, Inc. Piper Sandler & Co. As Representatives of the several Underwriters listed in Schedule 1 hereto c/o Morgan Stanley & Co. LLC 1585 Broadway N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 REDWOOD TRUST, INC. (Exact name of registrant a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 REDWOOD TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 68-0329422 (State of incorporation or organization) (I.R.S. Employer Identification No.) One Belvedere Place Suit

Sixth Supplemental Indenture, dated January 17, 2025, between Redwood Trust, Inc. and Wilmington Trust, National Association, as Trustee (incorporated by reference to the Registrant's Form 8-A, Exhibit 4.6, filed on January 17, 2025)

Exhibit 4.6 REDWOOD TRUST, INC. as Issuer AND WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee Sixth Supplemental Indenture Dated as of January 17, 2025 to Indenture dated as of March 6, 2013 9.125% Senior Notes due 2030 TABLE OF CONTENTS Page Article I. Certain Definitions and Provisions of General Application 1 Section 1.01 Definitions 1 Section 1.02 Conflicts With Base Indenture 4 Section 1.03

Redwood Trust, Inc. $90,000,000 principal amount of 9.125% Senior Notes due 2030 (the “Offering”) Pricing Term Sheet January 15, 2025

Filed pursuant to Rule 433 of the Securities Act of 1933 Issuer Free Writing Prospectus, dated January 15, 2025 Relating to the Preliminary Prospectus Supplement, dated January 15, 2025 Registration File No.

$90,000,000 9.125% Senior Notes Due 2030

Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-263301 $90,000,000 9.125% Senior Notes Due 2030 We are offering $90,000,000 aggregate principal amount (3,600,000 units, each unit representing $25) of our 9.125% Senior Notes due 2030 (the “notes”). The notes will bear interest at a rate equal to 9.125% per year, payable quarterly in arrears on March 1, June 1, September 1 and Decemb

Table 1: Newly Registered and Carry Forward Securities

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 Debt 9.

$ % Senior Notes Due 2030

Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-263301 Subject to Completion, dated January 15, 2025. Preliminary Prospectus Supplement to Prospectus dated March 4, 2022. This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, as amended, but is not complete and may be changed. This preliminary prospectus supplement an

Results of Operations and Financial Condition

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): January 15, 2025 REDWOOD TRUST, INC. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-13759 (Commission File Number)

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): December 12, 2024 REDWOOD TRUST, INC. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-13759 (Commission File Number)

Form of Cash-Settled Restricted Stock Unit Award Agreement under 2014 Incentive Plan

Exhibit 10.2 REDWOOD TRUST, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT (CASH-SETTLED) RESTRICTED STOCK UNIT AWARD AGREEMENT (CASH-SETTLED) dated as of [insert date] (the “Award Agreement”), by and between Redwood Trust, Inc., a Maryland corporation (the “Company”), and [First Name] [Last Name], an Employee of the Company (the “Participant”). References to the Company herein shall include the subsi

Form of Performance Stock Unit Award Agreement under 2014 Incentive Plan

Exhibit 10.3 REDWOOD TRUST, INC. PERFORMANCE STOCK UNIT AWARD AGREEMENT PERFORMANCE STOCK UNIT AWARD AGREEMENT dated as of [insert date] (the “Award Agreement”), by and between Redwood Trust, Inc., a Maryland corporation (the “Company”), and [First Name] [Last Name], an Employee of the Company (the “Participant”). References to the Company herein shall include the subsidiaries and Affiliates (as d

Form of Deferred Stock Unit Award Agreement under 2014 Incentive Plan

Exhibit 10.1 REDWOOD TRUST, INC. DEFERRED STOCK UNIT AWARD AGREEMENT DEFERRED STOCK UNIT AWARD AGREEMENT dated as of [insert date] (the “Award Agreement”), by and between Redwood Trust, Inc., a Maryland corporation (the “Company”), and [First Name] [Last Name], an Employee of the Company (the “Participant”). References to the Company herein shall include the subsidiaries and Affiliates (as defined

REDWOOD TRUST ANNOUNCES COMMON DIVIDEND INCREASE OF 5.9% TO $0.18 PER SHARE FOR THE FOURTH QUARTER 2024

Exhibit 99.1 REDWOOD TRUST ANNOUNCES COMMON DIVIDEND INCREASE OF 5.9% TO $0.18 PER SHARE FOR THE FOURTH QUARTER 2024 MILL VALLEY, CA –– Redwood Trust, Inc. (NYSE: RWT; “Redwood” or the “Company”), a leader in expanding access to housing for homebuyers and renters, today announced that its Board of Directors (the “Board”) has declared fourth quarter 2024 common and preferred stock dividends. Common

Regulation FD Disclosure, Financial Statements and Exhibits

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): December 12, 2024 REDWOOD TRUST, INC. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-13759 (Commission File Number)

RWT / Redwood Trust, Inc. / Bay Pond Partners, L.P. - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Redwood Trust, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 758075402 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: September 30, 2024 ☐ TRANSITION REP

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to . Commission File Number 1-13759 REDWO

REDWOOD TRUST REPORTS THIRD QUARTER 2024 FINANCIAL RESULTS

Exhibit 99.1 REDWOOD TRUST REPORTS THIRD QUARTER 2024 FINANCIAL RESULTS MILL VALLEY, CA – Redwood Trust, Inc. (NYSE:RWT; "Redwood", the "Company"), a leader in expanding access to housing for homebuyers and renters, today reported its financial results for the quarter ended September 30, 2024. Key Q3 2024 Financial Results and Metrics •GAAP book value per common share was $8.74 at September 30, 20

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): October 30, 2024 REDWOOD TRUST, I

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): October 30, 2024 REDWOOD TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-13759 68-0329422 (State or other jurisdiction of incorporation) (Commission Fi

R E D W O O D T R U S T . C O M Q3 2024 Redwood Review October 30, 2024 Exhibit 99.3 2 This presentation contains forward-looking statements, including statements regarding our 2024 forward outlook and key drivers to increase earnings and book value,

q324redwoodreview R E D W O O D T R U S T . C O M Q3 2024 Redwood Review October 30, 2024 Exhibit 99.3 2 This presentation contains forward-looking statements, including statements regarding our 2024 forward outlook and key drivers to increase earnings and book value, current target returns related to capital deployment opportunities, estimates of upside and potential earnings in our investment po

S H A R E H O L D E R L E T T E R T H I R D Q U A R T E R 2 0 2 4

Exhibit 99.2 S H A R E H O L D E R L E T T E R T H I R D Q U A R T E R 2 0 2 4 R E D W O O D T R U S T Dear Fellow Shareholders: As we work towards the end of a productive year, we find ourselves at the dawn of a new rate regime and a too close to call presidential election. Many macroeconomic questions remain – particularly with respect to the speed and impact of monetary and fiscal policy shifts

Redwood Trust Prices Reopening of $40 million of 7.75% Convertible Senior Notes Due 2027

Exhibit 99.1 FOR IMMEDIATE RELEASE Redwood Trust, Inc. October 9, 2024 Redwood Trust Prices Reopening of $40 million of 7.75% Convertible Senior Notes Due 2027 MILL VALLEY, Calif.—(BUSINESS WIRE)—Redwood Trust, Inc. (NYSE: RWT; “Redwood” or the “Company”) today announced that it priced approximately $40 million aggregate principal amount of its 7.75% convertible senior notes due 2027 (the “Notes”)

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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): October 9, 2024 REDWOOD TRUST, INC. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-13759 (Commission File Number) 6

Regulation FD Disclosure, Financial Statements and Exhibits

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 11, 2024 REDWOOD TRUST, INC. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-13759 (Commission File Number

REDWOOD TRUST ANNOUNCES COMMON DIVIDEND INCREASE OF 6.25% TO $0.17 PER SHARE FOR THE THIRD QUARTER 2024

Exhibit 99.1 REDWOOD TRUST ANNOUNCES COMMON DIVIDEND INCREASE OF 6.25% TO $0.17 PER SHARE FOR THE THIRD QUARTER 2024 MILL VALLEY, CA –– Redwood Trust, Inc. (NYSE: RWT; “Redwood” or the “Company”), a leader in expanding access to housing for homebuyers and renters, today announced that its Board of Directors (the “Board”) has declared third quarter 2024 common and preferred stock dividends. Common

Table 1: Newly Registered Securities

Calculation of Filing Fee Tables S-8 REDWOOD TRUST INC Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, $0.

As filed with the Securities and Exchange Commission on August 7, 2024

As filed with the Securities and Exchange Commission on August 7, 2024 Registration No.

Third Amended and Restated Employment Agreement, dated as of August 6, 2024, by and between Fred J. Matera and the Registrant (filed herewith)

EXHIBIT 10.4 THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Third Amended and Restated Employment Agreement (“Agreement”), effective as of August 6, 2024 (the “Effective Date”), is entered into by and between Fred J. Matera (the “Executive”) and Redwood Trust, Inc., a Maryland corporation (the “Company”), and amends and restates in its entirety that certain Second Amended and Restated Employ

Ninth Amended and Restated Employment Agreement, dated as of August 6, 2024, by and between Christopher J. Abate and the Registrant (filed herewith)

EXHIBIT 10.1 NINTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Ninth Amended and Restated Employment Agreement (“Agreement”), effective as of August 6, 2024 (the “Effective Date”), is entered into by and between Christopher J. Abate (the “Executive”) and Redwood Trust, Inc., a Maryland corporation (the “Company”), and amends and restates in its entirety that certain Eighth Amended and Restated

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: June 30, 2024 ☐ TRANSITION REPORT P

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to . Commission File Number 1-13759 REDWOOD TR

Fourth Amended and Restated Employment Agreement, dated as of August 6, 2024, by and between Sasha G. Macomber and the Registrant (filed herewith)

EXHIBIT 10.5 FOURTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Fourth Amended and Restated Employment Agreement (“Agreement”), effective as of August 6, 2024 (the “Effective Date”), is entered into by and between Sasha G. Macomber (the “Executive”) and Redwood Trust, Inc., a Maryland corporation (the “Company”), and amends and restates in its entirety that certain Third Amended and Restated Em

Seventh Amended and Restated Employment Agreement, dated as of August 6, 2024, by and between Dashiell I. Robinson and the Registrant (filed herewith)

EXHIBIT 10.2 SEVENTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Seventh Amended and Restated Employment Agreement (“Agreement”), effective as of August 6, 2024 (the “Effective Date”), is entered into by and between Dashiell I. Robinson (the “Executive”) and Redwood Trust, Inc., a Maryland corporation (the “Company”), and amends and restates in its entirety that certain Sixth Amended and Restat

Ninth Amended and Restated Employment Agreement, dated as of August 6, 2024, by and between Andrew P. Stone and the Registrant (filed herewith)

EXHIBIT 10.6 NINTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Ninth Amended and Restated Employment Agreement (“Agreement”), effective as of August 6, 2024 (the “Effective Date”), is entered into by and between Andrew P. Stone (the “Executive”) and Redwood Trust, Inc., a Maryland corporation (the “Company”), and amends and restates in its entirety that certain Eighth Amended and Restated Emplo

Fourth Amended and Restated Employment Agreement, dated as of August 6, 2024, by and between Brooke E. Carillo and the Registrant (filed herewith)

EXHIBIT 10.3 FOURTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Fourth Amended and Restated Employment Agreement (“Agreement”), effective as of August 6, 2024 (the “Effective Date”), is entered into by and between Brooke E. Carillo (the “Executive”) and Redwood Trust, Inc., a Maryland corporation (the “Company”), and amends and restates in its entirety that certain Third Amended and Restated Em

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 1, 2024 REDWOOD TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-13759 68-0329422 (State or other jurisdiction of incorporation) (Commission File

REDWOOD TRUST REPORTS SECOND QUARTER 2024 FINANCIAL RESULTS

Exhibit 99.1 REDWOOD TRUST REPORTS SECOND QUARTER 2024 FINANCIAL RESULTS MILL VALLEY, CA – Redwood Trust, Inc. (NYSE:RWT; "Redwood", the "Company", "we" or "our"), a leader in expanding access to housing for homebuyers and renters, today reported its financial results for the quarter ended June 30, 2024. Key Q2 2024 Financial Results and Metrics •GAAP book value per common share was $8.73 at June

S H A R E H O L D E R L E T T E R S E C O N D Q U A R T E R 2 0 2 4

Exhibit 99.2 S H A R E H O L D E R L E T T E R S E C O N D Q U A R T E R 2 0 2 4 R E D W O O D T R U S T Dear Fellow Shareholders: At our March Investor Day, we asserted that you, as investors in RWT, hold the keys to tremendous optionality on the future of housing finance. This statement was meant to reflect our unique, strategic positioning in response to anticipated regulatory shifts and the ra

R E D W O O D T R U S T . C O M Q2 2024 Redwood Review August 1, 2024 Exhibit 99.3 2 This presentation contains forward-looking statements, including statements regarding our 2024 forward outlook and key drivers to increase earnings, current target r

R E D W O O D T R U S T . C O M Q2 2024 Redwood Review August 1, 2024 Exhibit 99.3 2 This presentation contains forward-looking statements, including statements regarding our 2024 forward outlook and key drivers to increase earnings, current target returns related to capital deployment opportunities, estimates of upside and potential earnings in our investment portfolio from embedded discounts to

JOINT FILING AGREEMENT

EX-99 2 Rule13DJointFilingAgreement.htm JOINT FILING AGREEMENT JOINT FILING AGREEMENT The undersigned hereby agree that this Schedule 13G (the “Schedule 13G”) with respect to the common stock of Redwood Trust, Inc. is, and any additional amendment thereto signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1(k) un

RWT / Redwood Trust, Inc. / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Redwood Trust, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 758075402 (CUSIP Number) June 28, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu

Fifth Supplemental Indenture, dated June 18, 2024, between Redwood Trust, Inc. and Wilmington Trust, National Association, as Trustee (incorporated by reference to the Registrant's Form 8-A, Exhibit 4.4, filed on June 18, 2024)

  Exhibit 4.4   Execution Version       REDWOOD TRUST, INC.   as Issuer   AND   WILMINGTON TRUST, NATIONAL ASSOCIATION   as Trustee       Fifth Supplemental Indenture   Dated as of June 18, 2024   to   Indenture dated as of March 6, 2013       9.00% Senior Notes due 2029             TABLE OF CONTENTS   Page   Article I. Certain Definitions and Provisions of General Application 1       Section 1.01

Underwriting Agreement by and among Redwood Trust, Inc., Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC, RBC Capital Markets, LLC, Wells Fargo Securities, LLC, Keefe, Bruyette & Woods, Inc. and Piper Sandler & Co., dated June 13, 2024.

Exhibit 1.1 EXECUTION VERSION REDWOOD TRUST, INC. 9.00% Senior Unsecured Notes due 2029 Underwriting Agreement June 13, 2024 Morgan Stanley & Co. LLC Goldman Sachs & Co. LLC RBC Capital Markets, LLC Wells Fargo Securities, LLC Keefe, Bruyette & Woods, Inc. Piper Sandler & Co. As Representatives of the several Underwriters listed in Schedule 1 hereto c/o Morgan Stanley & Co. LLC 1585 Broadway New Y

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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): June 13, 2024 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-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 REDWOOD TRUST, INC. (Exact name of registrant a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 REDWOOD TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 68-0329422 (State of incorporation or organization) (I.R.S. Employer Identification No.) One Belvedere Place Suit

$85,000,000 9.00% Senior Notes Due 2029

Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-263301 $85,000,000 9.00% Senior Notes Due 2029 We are offering $85,000,000 aggregate principal amount (3,400,000 units, each unit representing $25) of our 9.00% Senior Notes due 2029 (the “notes”). The notes will bear interest at a rate equal to 9.00% per year, payable quarterly in arrears on March 1, June 1, September 1 and December

Calculation of Filing Fee Tables Form 424B5 (Form Type) Redwood Trust, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables Form 424B5 (Form Type) Redwood Trust, Inc.

Redwood Trust, Inc. $85,000,000 principal amount of 9.00% Senior Notes due 2029 (the “Offering”) Pricing Term Sheet June 13, 2024

Filed pursuant to Rule 433 of the Securities Act of 1933 Issuer Free Writing Prospectus, dated June 13, 2024 Relating to the Preliminary Prospectus Supplement, dated June 13, 2024 Registration File No.

$    % Senior Notes Due 2029

Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-263301 Subject to Completion, dated June 13, 2024. Preliminary Prospectus Supplement to Prospectus dated March 4, 2022. This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, as amended, but is not complete and may be changed. This preliminary prospectus supplement and t

REDWOOD TRUST DECLARES SECOND QUARTER 2024 COMMON AND PREFERRED DIVIDENDS

Exhibit 99.1 REDWOOD TRUST DECLARES SECOND QUARTER 2024 COMMON AND PREFERRED DIVIDENDS MILL VALLEY, CA –– Redwood Trust, Inc. (NYSE: RWT; “Redwood” or the “Company”), a leader in expanding access to housing for homebuyers and renters, today announced that its Board of Directors (the “Board”) has declared second quarter 2024 common and preferred stock dividends. Common Stock Dividend The Board has

Regulation FD Disclosure, Financial Statements and Exhibits

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): June 11, 2024 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-

2002 Redwood Trust, Inc. Employee Stock Purchase Plan, as amended

Exhibit 10.1 Annex B 2002 Redwood Trust, Inc. Employee Stock Purchase Plan, as amended REDWOOD TRUST, INC. 2002 EMPLOYEE STOCK PURCHASE PLAN (as amended through May 21, 2024) 1. ESTABLISHMENT OF PLAN. Redwood Trust, Inc., a Maryland corporation (the “Company”), proposes to grant options (“Options”) for purchase of the Company's common stock, $0.01 per share par value (“Common Stock”), to eligible

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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 21, 2024 REDWOOD TRUST, INC. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-13759 (Commission File Number) 68-0

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: March 31, 2024 ☐ TRANSITION REPORT

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to . Commission File Number 1-13759 REDWOOD T

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): April 30, 2024 REDWOOD TRUST, INC

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): April 30, 2024 REDWOOD TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-13759 68-0329422 (State or other jurisdiction of incorporation) (Commission File

R E D W O O D T R U S T . C O M Q1 2024 Redwood Review April 30, 2024 Exhibit 99.3 2 This presentation contains forward-looking statements, including statements regarding our 2024 forward outlook, current illustrative returns related to capital deplo

q124redwoodreview R E D W O O D T R U S T . C O M Q1 2024 Redwood Review April 30, 2024 Exhibit 99.3 2 This presentation contains forward-looking statements, including statements regarding our 2024 forward outlook, current illustrative returns related to capital deployment opportunities, estimates of upside and potential earnings in our investment portfolio from embedded discounts to par value on

S H A R E H O L D E R L E T T E R F I R S T Q U A R T E R 2 0 2 4

Exhibit 99.2 S H A R E H O L D E R L E T T E R F I R S T Q U A R T E R 2 0 2 4 R E D W O O D T R U S T Dear Fellow Shareholders: Our fourth quarter commentary focused on the actions we took in 2023 to lay the groundwork for our future positioning. We created substantial capital flexibility, built significant inroads with regional banks, and repositioned our balance sheet to take advantage of the i

REDWOOD TRUST REPORTS FIRST QUARTER 2024 FINANCIAL RESULTS

Exhibit 99.1 REDWOOD TRUST REPORTS FIRST QUARTER 2024 FINANCIAL RESULTS MILL VALLEY, CA – Redwood Trust, Inc. (NYSE:RWT; "Redwood", the "Company", "we" or "our"), a leader in expanding access to housing for homebuyers and renters, today reported its financial results for the quarter ended March 31, 2024. Key Q1 2024 Financial Results and Metrics •GAAP book value per common share was $8.78 at March

RWT / Redwood Trust, Inc. / Bay Pond Partners, L.P. - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Redwood Trust, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 758075402 (CUSIP Number) April 09, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant: ý

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant: ý Filed by a Party other than the Registrant: o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as Permitted by

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant: ý Filed by a Party other than the Registrant: o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as Permitted by

subsidiary CPP Credit Investments II Inc. (incorporated by reference to the Registrant's Current Report on Form 8-K, Exhibit 4.1, filed on March 19, 2024)

Exhibit 4.1 EXECUTION VERSION Redwood Trust, Inc. WARRANT AGREEMENT Dated as of March 18, 2024 Table of Contents Page Section 1. Definitions 1 Section 2. Rules of Construction 8 Section 3. The Warrants 8 (a) Original Issuance of Warrants 8 (b) Form, Dating and Denominations 9 (c) Execution and Delivery 9 (d) Method of Payment 9 (e) Registrar and Exercise Agent 10 (f) Legends 10 (g) Transfers and E

REDWOOD TRUST AND CPP INVESTMENTS ANNOUNCE $750 MILLION STRATEGIC CAPITAL PARTNERSHIP Creates Long-Term Alignment Between Two Leading Investment Managers Provides Accretive Financing Capacity to Support Growth of Redwood’s Market-Leading Operating Pl

Exhibit 99.1 REDWOOD TRUST AND CPP INVESTMENTS ANNOUNCE $750 MILLION STRATEGIC CAPITAL PARTNERSHIP Creates Long-Term Alignment Between Two Leading Investment Managers Provides Accretive Financing Capacity to Support Growth of Redwood’s Market-Leading Operating Platforms MILL VALLEY, CA/Toronto, Canada (March 19, 2024) –– Redwood Trust, Inc. (NYSE: RWT; “Redwood” or the “Company”), a leader in expa

Regulation FD Disclosure, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): March 18, 2024 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

REDWOOD TRUST DECLARES FIRST QUARTER 2024 COMMON AND PREFERRED DIVIDENDS

Exhibit 99.1 REDWOOD TRUST DECLARES FIRST QUARTER 2024 COMMON AND PREFERRED DIVIDENDS MILL VALLEY, CA –– Redwood Trust, Inc. (NYSE: RWT; “Redwood” or the “Company”), a leader in expanding access to housing for homebuyers and renters, today announced that its Board of Directors (the “Board”) has declared first quarter 2024 common and preferred stock dividends. Common Stock Dividend The Board has au

Regulation FD Disclosure, Financial Statements and Exhibits

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): March 7, 2024 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-

Amendment No. 1 to Distribution Agreement, dated as of August 15, 2023, by and among Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC, JMP Securities LLC, Nomura Securities International, Inc. and Mischler Financial Group, Inc. (

EXHIBIT 10.49 REDWOOD TRUST, INC. Amendment No. 1 to the Distribution Agreement August 15, 2023 Wells Fargo Securities, LLC 500 West 33rd Street, 14th Floor New York, New York 10001 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Credit Suisse Securities (USA) LLC 11 Madison Avenue New York, New York 10010 Citizens JMP Securities, LLC 600 Montgomery Street, Suite 1100 San Fr

Form of Deferred Stock Unit Award Agreement under 2014 Incentive Plan (December 2023 and February 2024 Form of Award Agreement) (filed herewith)

EXHIBIT 10.2 REDWOOD TRUST, INC. [FORM OF] DEFERRED STOCK UNIT AWARD AGREEMENT DEFERRED STOCK UNIT AWARD AGREEMENT dated as of the [Date] day of [Month] [Year] (the “Award Agreement”), by and between Redwood Trust, Inc., a Maryland corporation (the “Company”), and [First Name] [Last Name], an Employee, Consultant or non-employee Director of the Company (the “Participant”). References to the Compan

Form of Restricted Stock Unit Award Agreement under 2014 Incentive Plan (February 2024 Form of Award Agreement) (

EXHIBIT 10.1 REDWOOD TRUST, INC. [FORM OF] RESTRICTED STOCK UNIT AWARD AGREEMENT RESTRICTED STOCK UNIT AWARD AGREEMENT dated as of the [Date] day of [Month] [Year] (the “Award Agreement”), by and between Redwood Trust, Inc., a Maryland corporation (the “Company”), and [First Name] [Last Name], an Employee, Consultant or non-employee Director of the Company (the “Participant”). References to the Co

incorporated by reference to the Registrant's Annual Report on Form 10-K, Exhibit 19.1, filed on February 29, 2024

EXHIBIT 19.1 REDWOOD TRUST, INC. INSIDER TRADING POLICY (As in effect as of August 24, 2023) This Policy provides guidelines to employees, directors and Other Insiders of Redwood Trust, Inc. (“Redwood”) and its subsidiaries and affiliates (collectively, the “Company”). Other Insiders are collectively deemed to include (i) all family members living in the same household as any director or employee

Form of Cash Settled Restricted Stock Unit Award Agreement under 2014 Incentive Plan (December 2023 Form of Award Agreement) (

EXHIBIT 10.3 REDWOOD TRUST, INC. [FORM OF] RESTRICTED STOCK UNIT AWARD AGREEMENT (CASH-SETTLED) RESTRICTED STOCK UNIT AWARD AGREEMENT (CASH-SETTLED) dated as of the [Date] day of [Month] [Year] (the “Award Agreement”), by and between Redwood Trust, Inc., a Maryland corporation (the “Company”), and [First Name] [Last Name], an Employee, Consultant or non-employee Director of the Company (the “Parti

ncorporated by reference to the Registrant's Annual Report on Form 10-K, Exhibit 97.1, filed on February 29, 2024

EXHIBIT 97.1 REDWOOD TRUST, INC. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION The Board of Directors (the “Board”) of Redwood Trust, Inc. (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of October 2, 2023 (the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined herein are defined in Sect

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended: December 31, 2023 ☐ TRANSITION REPORT PURSU

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended: December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to . Commission File Number 1-13759 REDWOOD TRUST,

List of Subsidiaries (filed herewith)

EXHIBIT 21 LIST OF SUBSIDIARIES OF REDWOOD TRUST, INC. Subsidiaries* Jurisdiction of Incorporation or Organization Redwood Residential Acquisition Corporation Delaware Redwood Subsidiary Holdings, LLC Delaware RWT Holdings, Inc. Delaware Redwood BPL Holdings 2, Inc. Delaware Sequoia Residential Funding, Inc.** Delaware CoreVest American Finance Lender LLC Delaware * In accordance with Item 601(b)(

REDWOOD TRUST REPORTS FOURTH QUARTER 2023 FINANCIAL RESULTS

Exhibit 99.1 REDWOOD TRUST REPORTS FOURTH QUARTER 2023 FINANCIAL RESULTS MILL VALLEY, CA – Redwood Trust, Inc. (NYSE:RWT; "Redwood", the "Company", "we" or "our"), a leader in expanding access to housing for homebuyers and renters, today reported its financial results for the quarter ended December 31, 2023. Key Q4 2023 Financial Results and Metrics •GAAP book value per common share was $8.64 at D

1 Q4 2023 Redwood Review February 20, 2024 2 Cautionary Statement; Forward-Looking Statements This presentation contains forward-looking statements, including statements regarding our 2024 forward outlook, current illustrative returns related to capi

1 Q4 2023 Redwood Review February 20, 2024 2 Cautionary Statement; Forward-Looking Statements This presentation contains forward-looking statements, including statements regarding our 2024 forward outlook, current illustrative returns related to capital deployment opportunities, estimates of upside and potential earnings in our investment portfolio from embedded discounts to par value on securities, estimate of the amount of capital we could generate through financing unencumbered assets, outlook on jumbo residential loan purchase opportunities, and opportunities to capture jumbo residential mortgage banking market share.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 20, 2024 REDWOOD TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-13759 68-0329422 (State or other jurisdiction of incorporation) (Commission F

S H A R E H O L D E R L E T T E R F O U R T H Q U A R T E R 2 0 2 3

Exhibit 99.2 S H A R E H O L D E R L E T T E R F O U R T H Q U A R T E R 2 0 2 3 R E D W O O D T R U S T Dear Fellow Shareholders: As Redwood rounded the bend of its 30th lap around the sun, we used the past year to complete a corporate renewal of sorts that has positioned us for the next big housing finance cycle. The past twelve months seemed an opportune time to be working under the hood, as ho

RWT / Redwood Trust, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01797-redwoodtrustinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)* Name of issuer: Redwood Trust Inc Title of Class of Securities: Common Stock CUSIP Number: 758075402 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate

RWT / Redwood Trust, Inc. / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment

SC 13G 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Redwood Trust, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 758075402 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des

Financial Statements and Exhibits, Other Events

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): January 29, 2024 REDWOOD TRUST, INC. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-13759 (Commission File Number)

Redwood Trust Announces Dividend Distribution Tax Information for 2023

Exhibit 99.1 Redwood Trust Announces Dividend Distribution Tax Information for 2023 MILL VALLEY, CA – Redwood Trust, Inc. (NYSE: RWT, “Redwood” or the “Company”), a leader in expanding access to housing for homebuyers and renters, today announced tax information regarding its dividend distributions for 2023. Shareholders should check the tax statements they receive from their brokerage firms to co

Underwriting Agreement by and among Redwood Trust, Inc., Wells Fargo Securities, LLC, Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and Keefe, Bruyette & Woods, Inc., dated January 17, 2024.

Exhibit 1.1 EXECUTION VERSION REDWOOD TRUST, INC. 9.125% Senior Unsecured Notes due 2029 Underwriting Agreement January 17, 2024 Wells Fargo Securities, LLC Morgan Stanley & Co. LLC RBC Capital Markets, LLC Goldman Sachs & Co. LLC Keefe, Bruyette & Woods, Inc. As Representatives of the several Underwriters listed in Schedule 1 hereto c/o Wells Fargo Securities, LLC 550 South Tryon Street, 5th Floo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 REDWOOD TRUST, INC. (Exact name of registrant a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 REDWOOD TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 68-0329422 (State of incorporation or organization) (I.R.S. Employer Identification No.) One Belvedere Place Suit

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): January 17, 2024 REDWOOD TRUST, I

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): January 17, 2024 REDWOOD TRUST, INC. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-13759 (Commission File Number)

Fourth Supplemental Indenture, dated January 22, 2024, between Redwood Trust, Inc. and Wilmington Trust, National Association, as Trustee (incorporated by reference to Redwood Trust, Inc.’s Form 8-A, Exhibit 4.2, filed on January 22, 2024) (File No. 001-13759)

Exhibit 4.2 Execution Version REDWOOD TRUST, INC. as Issuer AND WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee Fourth Supplemental Indenture Dated as of January 22, 2024 to Indenture dated as of March 6, 2013 9.125% Senior Notes due 2029 TABLE OF CONTENTS Page Article I. Certain Definitions and Provisions of General Application 1 Section 1.01 Definitions 1 Section 1.02 Conflicts With Base Inden

Calculation of Filing Fee Tables Form 424B5 (Form Type) Redwood Trust, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables Form 424B5 (Form Type) Redwood Trust, Inc.

$60,000,000 9.125% Senior Notes Due 2029

Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-263301 $60,000,000 9.125% Senior Notes Due 2029 We are offering $60,000,000 aggregate principal amount (2,400,000 units, each unit representing $25) of our 9.125% Senior Notes due 2029 (the “notes”). The notes will bear interest at a rate equal to 9.125% per year, payable quarterly in arrears on March 1, June 1, September 1 and Decemb

Redwood Trust, Inc. $60,000,000 principal amount of 9.125% Senior Notes due 2029 (the “Offering”) Pricing Term Sheet January 17, 2024

Filed pursuant to Rule 433 of the Securities Act of 1933 Issuer Free Writing Prospectus, dated January 17, 2024 Relating to the Preliminary Prospectus Supplement, dated January 17, 2024 Registration File No.

$    % Senior Notes Due 2029

Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-263301 Subject to Completion, dated January 17, 2024. Preliminary Prospectus Supplement to Prospectus dated March 4, 2022. This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, as amended, but is not complete and may be changed. This preliminary prospectus supplement an

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): January 17, 2024 REDWOOD TRUST, I

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): January 17, 2024 REDWOOD TRUST, INC. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-13759 (Commission File Number)

Form of Performance Stock Unit Award Agreement under 2014 Incentive Plan (2023 Form of Award Agreement) (incorporated by reference to the Registrant's Current Report on Form 8-K, Exhibit 10.1, filed on December 15, 2023)

Exhibit 10.1 REDWOOD TRUST, INC. [FORM OF] PERFORMANCE STOCK UNIT AWARD AGREEMENT PERFORMANCE STOCK UNIT AWARD AGREEMENT dated as of [insert date] (the “Award Agreement”), by and between Redwood Trust, Inc., a Maryland corporation (the “Company”), and [First Name] [Last Name], an Employee, Consultant or non-employee Director of the Company (the “Participant”). References to the Company herein shal

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): December 14, 2023 REDWOOD TRUST, INC. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-13759 (Commission File Number)

Regulation FD Disclosure, Financial Statements and Exhibits

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): December 7, 2023 REDWOOD TRUST, INC. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-13759 (Commission6 File Number)

REDWOOD TRUST DECLARES FOURTH QUARTER 2023 COMMON AND PREFERRED DIVIDENDS

Exhibit 99.1 REDWOOD TRUST DECLARES FOURTH QUARTER 2023 COMMON AND PREFERRED DIVIDENDS MILL VALLEY, CA –– Redwood Trust, Inc. (NYSE: RWT; “Redwood” or the “Company”), a leader in expanding access to housing for homebuyers and renters, today announced that its Board of Directors (the “Board”) has declared fourth quarter 2023 common and preferred stock dividends. Common Stock Dividend The Board has

*  * *

One Belvedere Place Suite 300 Mill Valley, CA 94941 Phone 415.389.7373 VIA EDGAR November 17, 2023 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.W. Washington, D.C. 20549 Attn: Eric McPhee Jennifer Monick Office of Real Estate & Construction Re: Redwood Trust, Inc. Response to Comments on: Form 10-K for the Year Ended December 31, 2022, filed March 1, 2023 Form

As filed with the Securities and Exchange Commission on November 7, 2023

As filed with the Securities and Exchange Commission on November 7, 2023 Registration No.

Calculation of Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) Redwood Trust, Inc.

As filed with the Securities and Exchange Commission on November 7, 2023

As filed with the Securities and Exchange Commission on November 7, 2023 Registration No.

Calculation of Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) Redwood Trust, Inc.

Third Amended and Restated Employment Agreement, dated as of November 3, 2023, by and between Brooke E. Carillo and the Registrant (filed herewith)

EXHIBIT 10.4 THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Third Amended and Restated Employment Agreement (“Agreement”), effective as of November 3, 2023 (the “Effective Date”), is entered into by and between Brooke E. Carillo (the “Executive”) and Redwood Trust, Inc., a Maryland corporation (the “Company”), and amends and restates in its entirety that certain Second Amended and Restated E

Eighth Amended and Restated Employment Agreement, dated as of November 3, 2023, by and between Andrew P. Stone and the Registrant (filed herewith)

EXHIBIT 10.5 EIGHTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Eighth Amended and Restated Employment Agreement (“Agreement”), effective as of November 3, 2023 (the “Effective Date”), is entered into by and between Andrew P. Stone (the “Executive”) and Redwood Trust, Inc., a Maryland corporation (the “Company”), and amends and restates in its entirety that certain Seventh Amended and Restated

Fourth Amendment to Amended and Restated Executive Deferred Compensation Plan (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q, Exhibit 10.1, filed on November 7, 2023)

EXHIBIT 10.1 FOURTH AMENDMENT TO REDWOOD TRUST, INC. AMENDED AND RESTATED EXECUTIVE DEFERRED COMPENSATION PLAN THIS FOURTH AMENDMENT (this “Fourth Amendment”) to the Redwood Trust, Inc. Amended and Restated Executive Deferred Compensation Plan, as amended (the “Plan”), is made and adopted by the Board of Directors (the “Board”) of Redwood Trust, Inc., a corporation (the “Company”), effective as of

Sixth Amended and Restated Employment Agreement, dated as of November 3, 2023, by and between Dashiell I. Robinson and the Registrant (filed herewith)

EXHIBIT 10.3 SIXTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Sixth Amended and Restated Employment Agreement (“Agreement”), effective as of November 3, 2023 (the “Effective Date”), is entered into by and between Dashiell I. Robinson (the “Executive”) and Redwood Trust, Inc., a Maryland corporation (the “Company”), and amends and restates in its entirety that certain Fifth Amended and Restated

Eighth Amended and Restated Employment Agreement, dated as of November 3, 2023, by and between Christopher J. Abate and the Registrant (filed herewith)

EXHIBIT 10.2 EIGHTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Eighth Amended and Restated Employment Agreement (“Agreement”), effective as of November 3, 2023 (the “Effective Date”), is entered into by and between Christopher J. Abate (the “Executive”) and Redwood Trust, Inc., a Maryland corporation (the “Company”), and amends and restates in its entirety that certain Seventh Amended and Rest

Second Amended and Restated Employment Agreement, dated as of November 3, 2023, by and between Fred J. Matera and the Registrant (filed herewith)

EXHIBIT 10.7 SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Second Amended and Restated Employment Agreement (“Agreement”), effective as of November 3, 2023 (the “Effective Date”), is entered into by and between Fred J. Matera (the “Executive”) and Redwood Trust, Inc., a Maryland corporation (the “Company”), and amends and restates in its entirety that certain Amended and Restated Employmen

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: September 30, 2023 ☐ TRANSITION REP

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to . Commission File Number 1-13759 REDWO

Third Amended and Restated Employment Agreement, dated as of November 3, 2023, by and between Sasha G. Macomber and the Registrant (filed herewith)

EXHIBIT 10.6 THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Third Amended and Restated Employment Agreement (“Agreement”), effective as of November 3, 2023 (the “Effective Date”), is entered into by and between Sasha G. Macomber (the “Executive”) and Redwood Trust, Inc., a Maryland corporation (the “Company”), and amends and restates in its entirety that certain Second Amended and Restated E

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): November 2, 2023 REDWOOD TRUST, INC. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-13759 (Commission6 File Number)

Redwood Trust Announces the Appointment of Doneene Damon to its Board of Directors

Exhibit 99.1 Redwood Trust Announces the Appointment of Doneene Damon to its Board of Directors MILL VALLEY, Calif., November 2, 2023 - Redwood Trust, Inc. (NYSE: RWT; “Redwood”, or the “Company”), a leader in expanding access to housing for homebuyers and renters, today announced that Doneene K. Damon has been appointed to its Board of Directors. Ms. Damon joined the Board effective November 2, 2

1 Q3 2023 Redwood Review October 30, 2023 Exhibit 99.3 2 Cautionary Statement; Forward-Looking Statements This presentation contains forward-looking statements, including statements regarding our 2023 forward outlook, current illustrative returns on

1 Q3 2023 Redwood Review October 30, 2023 Exhibit 99.3 2 Cautionary Statement; Forward-Looking Statements This presentation contains forward-looking statements, including statements regarding our 2023 forward outlook, current illustrative returns on assets that are either distributed through our various channels or retained on our balance sheet, estimates of upside and potential earnings in our in

REDWOOD TRUST REPORTS THIRD QUARTER 2023 FINANCIAL RESULTS

Exhibit 99.1 REDWOOD TRUST REPORTS THIRD QUARTER 2023 FINANCIAL RESULTS MILL VALLEY, CA – Redwood Trust, Inc. (NYSE:RWT; "Redwood" or the "Company"), a leader in expanding access to housing for homebuyers and renters, today reported its financial results for the quarter ended September 30, 2023. Key Q3 2023 Financial Results and Metrics •GAAP book value per common share was $8.77 at September 30,

S H A R E H O L D E R L E T T E R T H I R D Q U A R T E R 2 0 2 3

Exhibit 99.2 S H A R E H O L D E R L E T T E R T H I R D Q U A R T E R 2 0 2 3 R E D W O O D T R U S T Dear Fellow Shareholders: Our second quarter earnings call took place on July 27th, just a few hours after the Board of Governors of the Federal Reserve released newly proposed risk-based capital rules for the U.S. banking system. Our thesis at the time was that, while the rules would likely evol

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): October 30, 2023 REDWOOD TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-13759 68-0329422 (State or other jurisdiction of incorporation) (Commission Fi

* * *

One Belvedere Place Suite 300 Mill Valley, CA 94941 Phone 415.389.7373 October 11, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.W. Washington, D.C. 20549 Attn: Eric McPhee Jennifer Monick Office of Real Estate & Construction Re: Redwood Trust, Inc. Response to Comments on: Form 10-K for the Year Ended December 31, 2022, filed March 1, 2023 Form

* * *

One Belvedere Place Suite 300 Mill Valley, CA 94941 Phone 415.389.7373 September 13, 2023 VIA EDGAR AND E-MAIL Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.W. Washington, D.C. 20549 Attn: Eric McPhee Jennifer Monick Office of Real Estate & Construction Re: Redwood Trust, Inc. Response to Comments on: Form 10-K for the Year Ended December 31, 2022, filed March

REDWOOD TRUST DECLARES THIRD QUARTER 2023 COMMON AND PREFERRED DIVIDENDS

Exhibit 99.1 REDWOOD TRUST DECLARES THIRD QUARTER 2023 COMMON AND PREFERRED DIVIDENDS MILL VALLEY, CA –– Redwood Trust, Inc. (NYSE: RWT; “Redwood” or the “Company”), a leader in expanding access to housing for homebuyers and renters, today announced that its Board of Directors (the “Board”) has declared third quarter 2023 common and preferred stock dividends. Common Stock Dividend The Board has au

Regulation FD Disclosure, Financial Statements and Exhibits

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 12, 2023 REDWOOD TRUST, INC. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-13759 (Commission6 File Numbe

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 29, 2023 REDWOOD TRUST, INC. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-13759 (Commission6 File Number)

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 15, 2023 REDWOOD TRUST, IN

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 15, 2023 REDWOOD TRUST, INC. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-13759 (Commission File Number) 6

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: June 30, 2023 ☐ TRANSITION REPORT P

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to . Commission File Number 1-13759 REDWOOD TR

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): July 27, 2023 REDWOOD TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-13759 68-0329422 (State or other jurisdiction of incorporation) (Commission File

S H A R E H O L D E R L E T T E R S E C O N D Q U A R T E R 2 0 2 3

Exhibit 99.2 S H A R E H O L D E R L E T T E R S E C O N D Q U A R T E R 2 0 2 3 R E D W O O D T R U S T Dear Fellow Shareholders: As investors continue to grapple with regional bank fallout and a mortgage market still under the thumb of the Fed, the foundational shifts that we believe will drive the next big cycle of growth for Redwood have already begun. Empirical evidence points to profound cha

1 Q2 2023 Redwood Review July 27, 2023 Exhibit 99.3 2 Cautionary Statement; Forward-Looking Statements This presentation contains forward-looking statements, including statements regarding our 2023 forward outlook, estimates of upside and potential e

q223redwoodreview 1 Q2 2023 Redwood Review July 27, 2023 Exhibit 99.3 2 Cautionary Statement; Forward-Looking Statements This presentation contains forward-looking statements, including statements regarding our 2023 forward outlook, estimates of upside and potential earnings in our investment portfolio from embedded discounts to par value on securities, outlook on jumbo residential loan purchase o

REDWOOD TRUST REPORTS SECOND QUARTER 2023 FINANCIAL RESULTS

Exhibit 99.1 REDWOOD TRUST REPORTS SECOND QUARTER 2023 FINANCIAL RESULTS MILL VALLEY, CA – Redwood Trust, Inc. (NYSE:RWT; "Redwood" or the "Company"), a leader in expanding access to housing for homebuyers and renters, today reported its financial results for the quarter ended June 30, 2023. Key Q2 2023 Financial Results and Metrics •GAAP book value per common share was $9.26 at June 30, 2023, a 1

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): June 13, 2023 REDWOOD TRUST, INC.

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): June 13, 2023 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-

REDWOOD TRUST DECLARES SECOND QUARTER 2023 COMMON AND PREFERRED DIVIDENDS

Exhibit 99.1 REDWOOD TRUST DECLARES SECOND QUARTER 2023 COMMON AND PREFERRED DIVIDENDS MILL VALLEY, CA –– Redwood Trust, Inc. (NYSE: RWT; “Redwood” or the “Company”), a leader in expanding access to housing for homebuyers and renters, today announced that its Board of Directors (the “Board”) has declared second quarter 2023 common and preferred stock dividends. “Consistent with the commentary we p

REDWOOD TRUST AND OAKTREE ANNOUNCE JOINT VENTURE TO INVEST IN BUSINESS PURPOSE BRIDGE LOANS

Exhibit 99.1 REDWOOD TRUST AND OAKTREE ANNOUNCE JOINT VENTURE TO INVEST IN BUSINESS PURPOSE BRIDGE LOANS Newly-Formed Investment Vehicle to Drive Further Growth in CoreVest’s Top-Tier Bridge Lending Platform in Partnership with Leading Global Investment Manager MILL VALLEY, CA –– Redwood Trust, Inc. (NYSE: RWT; “Redwood” or the “Company”), a leader in expanding access to housing for homebuyers and

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): June 12, 2023 REDWOOD TRUST, INC.

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): June 12, 2023 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-

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 23, 2023 REDWOOD TRUST, INC.

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 23, 2023 REDWOOD TRUST, INC. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-13759 (Commission File Number) 68-0

Redwood Trust, Inc. Second Amended and Restated 2014 Incentive Award Plan

Exhibit 10.1 REDWOOD TRUST, INC. SECOND AMENDED AND RESTATED 2014 INCENTIVE AWARD PLAN ARTICLE 1. PURPOSE The purpose of the Second Amended and Restated Redwood Trust, Inc. 2014 Incentive Award Plan, as amended on May 23, 2023 (as it may be amended or restated from time to time, the “Plan”), is to promote the success and enhance the value of Redwood Trust, Inc. (the “Company”) by linking the indiv

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant: x Filed by a Party other than the Registrant: ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as Permitted by

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: March 31, 2023 ☐ TRANSITION REPORT

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to . Commission File Number 1-13759 REDWOOD T

REDWOOD TRUST REPORTS FIRST QUARTER 2023 FINANCIAL RESULTS

EX-99.1 2 a2023q1earningsrelease.htm EX-99.1 Exhibit 99.1 REDWOOD TRUST REPORTS FIRST QUARTER 2023 FINANCIAL RESULTS MILL VALLEY, CA – Redwood Trust, Inc. (NYSE:RWT; "Redwood" or the "Company"), a leader in expanding access to housing for homebuyers and renters, today reported its financial results for the first quarter ended March 31, 2023. Key Q1 2023 Financial Results and Metrics •GAAP book val

1 Q1 2023 Redwood Review April 27, 2023 Exhibit 99.3 2 Cautionary Statement; Forward-Looking Statements This presentation contains forward-looking statements, including statements regarding our 2023 forward outlook, estimates of upside and potential

q123redwoodreview 1 Q1 2023 Redwood Review April 27, 2023 Exhibit 99.3 2 Cautionary Statement; Forward-Looking Statements This presentation contains forward-looking statements, including statements regarding our 2023 forward outlook, estimates of upside and potential earnings in our investment portfolio from embedded discounts to par value on securities, target yields on investment opportunities,

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): April 27, 2023 REDWOOD TRUST, INC

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): April 27, 2023 REDWOOD TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-13759 68-0329422 (State or other jurisdiction of incorporation) (Commission File

S H A R E H O L D E R L E T T E R F I R S T Q U A R T E R 2 0 2 3

Exhibit 99.2 S H A R E H O L D E R L E T T E R F I R S T Q U A R T E R 2 0 2 3 R E D W O O D T R U S T Dear Fellow Shareholders: After an uplifting start to the year, extreme dislocation in the banking sector has dominated financial headlines since March. A reckoning is now underway amongst the regional banks, and it is resetting the competitive landscape in mortgage finance – we’re excited about

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant: ý

DEFA14A 1 a2023proxynotice.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant: ý Filed by a Party other than the Registrant: o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant: ý Filed by a Party other than the Registrant: o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as Permitted by

REDWOOD TRUST DECLARES FIRST QUARTER 2023 COMMON AND PREFERRED DIVIDENDS

Exhibit 99.1 REDWOOD TRUST DECLARES FIRST QUARTER 2023 COMMON AND PREFERRED DIVIDENDS MILL VALLEY, CA –– Redwood Trust, Inc. (NYSE: RWT; “Redwood” or the “Company”), a leader in expanding access to housing for homebuyers and renters, today announced that its Board of Directors (the “Board”) has declared first quarter 2023 common and preferred stock dividends. Common Stock Dividend The Board has au

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): March 14, 2023 REDWOOD TRUST, INC

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): March 14, 2023 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

Form of Deferred Stock Unit Award Agreement under 2014 Incentive Plan (2022 Form of Award Agreement) (incorporated by reference to the Registrant's Annual Report on Form 10-K, Exhibit 10.1, filed on March 1, 2023)

EXHIBIT 10.1 REDWOOD TRUST, INC. [FORM OF] DEFERRED STOCK UNIT AWARD AGREEMENT DEFERRED STOCK UNIT AWARD AGREEMENT dated as of the [Date] day of [Month] [Year] (the “Award Agreement”), by and between Redwood Trust, Inc., a Maryland corporation (the “Company”), and [First Name] [Last Name], an Employee, Consultant or non-employee Director of the Company (the “Participant”). References to the Compan

List of Subsidiaries (filed herewith)

EXHIBIT 21 LIST OF SUBSIDIARIES OF REDWOOD TRUST, INC. Subsidiaries* Jurisdiction of Incorporation or Organization Redwood Residential Acquisition Corporation Delaware Redwood Subsidiary Holdings, LLC Delaware RWT Holdings, Inc. Delaware RWT Securities, LLC Delaware Sequoia Residential Funding, Inc.** Delaware CoreVest American Finance Lender LLC Delaware * In accordance with Item 601(b)(21)(ii) o

Form of Cash Settled Performance Stock Unit Award Agreement under 2014 Incentive Plan (2022 Form of Award Agreement) (incorporated by reference to the Registrant's Annual Report on Form 10-K, Exhibit 10.5, filed on March 1, 2023)

EXHIBIT 10.5 REDWOOD TRUST, INC. [FORM OF] PERFORMANCE STOCK UNIT AWARD AGREEMENT (CASH-SETTLED) PERFORMANCE STOCK UNIT AWARD AGREEMENT (CASH-SETTLED) dated as of the [Date] day of [Month] [Year] (the “Award Agreement”), by and between Redwood Trust, Inc., a Maryland corporation (the “Company”), and [First Name] [Last Name], an Employee, Consultant or non-employee Director of the Company (the “Par

Form of Performance Stock Unit Award Agreement under 2014 Incentive Plan (2022 Form of Award Agreement) (incorporated by reference to the Registrant's Annual Report on Form 10-K, Exhibit 10.3, filed on March 1, 2023)

EXHIBIT 10.3 REDWOOD TRUST, INC. [FORM OF] PERFORMANCE STOCK UNIT AWARD AGREEMENT PERFORMANCE STOCK UNIT AWARD AGREEMENT dated as of [insert date] (the “Award Agreement”), by and between Redwood Trust, Inc., a Maryland corporation (the “Company”), and [First Name] [Last Name], an Employee, Consultant or non-employee Director of the Company (the “Participant”). References to the Company herein shal

Amended and Restated Employment Agreement, dated as of February 24, 2023, by and between Fred J. Matera and the Registrant (filed herewith)

EXHIBIT 10.35 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (“Agreement”), effective as of February 24, 2023 (the “Effective Date”), is entered into by and between Fred J. Matera (the “Executive”) and Redwood Trust, Inc., a Maryland corporation (the “Company”), and amends and restates in its entirety that certain Employment Agreement by and between the Ex

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended: December 31, 2022 ☐ TRANSITION REPORT PURSU

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended: December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to . Commission File Number 1-13759 REDWOOD TRUST,

Form of Cash Settled Deferred Stock Unit Award Agreement under 2014 Incentive Plan (2022 Form of Award Agreement) (incorporated by reference to the Registrant's Annual Report on Form 10-K, Exhibit 10.4, filed on March 1, 2023)

EXHIBIT 10.4 REDWOOD TRUST, INC. [FORM OF] DEFERRED STOCK UNIT AWARD AGREEMENT (CASH-SETTLED) DEFERRED STOCK UNIT AWARD AGREEMENT (CASH-SETTLED) dated as of the [Date] day of [Month] [Year] (the “Award Agreement”), by and between Redwood Trust, Inc., a Maryland corporation (the “Company”), and [First Name] [Last Name], an Employee, Consultant or non-employee Director of the Company (the “Participa

Form of Restricted Stock Unit Award Agreement under 2014 Incentive Plan (2022 Form of Award Agreement) (incorporated by reference to the Registrant's Annual Report on Form 10-K, Exhibit 10.2, filed on March 1, 2023

EXHIBIT 10.2 REDWOOD TRUST, INC. [FORM OF] RESTRICTED STOCK UNIT AWARD AGREEMENT RESTRICTED STOCK UNIT AWARD AGREEMENT dated as of the [Date] day of [Month] [Year], (the “Award Agreement”), by and between Redwood Trust, Inc., a Maryland corporation (the “Company”), and [First Name] [Last Name],, an Employee, Consultant or non-employee Director of the Company (the “Participant”). References to the

Description of Redwood Trust, Inc. 10.00% Series A Fixed-Rate Reset Cumulative Redeemable Preferred Stock (incorporated by reference to the Registrant's Annual Report on Form 10-K, Exhibit 4.3, filed on March 1, 2023)

EX-4.3 3 rwtex434q22.htm EX-4.3 EXHIBIT 4.3 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description sets forth certain material terms and provisions of Redwood Trust, Inc.’s securities that are registered under Section 12 of the Securities Exchange Act of 1934, as amended. Unless the context requires otherwise, w

Amended and Restated Bylaws of the Registrant, as adopted on November 2, 2022 (incorporated by reference to the Registrant's Annual Report on Form 10-K, Exhibit 3.2, filed on March 1, 2023)

EXHIBIT 3.2 REDWOOD TRUST, INC. AMENDED AND RESTATED BYLAWS (As adopted November 2, 2022) Article I OFFICES Section 1.Principal Office. The principal office of the Corporation in the State of Maryland shall be located at such place as the Board of Directors may designate. Section 2.Additional Offices. The Corporation may have additional offices, including a principal executive office, at such plac

REDWOOD TRUST REPORTS FOURTH QUARTER 2022 FINANCIAL RESULTS

Exhibit 99.1 REDWOOD TRUST REPORTS FOURTH QUARTER 2022 FINANCIAL RESULTS MILL VALLEY, CA – Redwood Trust, Inc. (NYSE:RWT; "Redwood" or the "Company"), a leader in expanding access to housing for homebuyers and renters, today reported its financial results for the fourth quarter ended December 31, 2022. Key Q4 2022 Financial Results and Metrics •GAAP book value per common share was $9.55 at Decembe

S H A R E H O L D E R L E T T E R F O U R T H Q U A R T E R 2 0 2 2

Exhibit 99.2 S H A R E H O L D E R L E T T E R F O U R T H Q U A R T E R 2 0 2 2 R E D W O O D T R U S T Dear Fellow Shareholders, The turn of the calendar from 2022 rounded out a year that brought about sudden change to the mortgage markets in a manner that was markedly different than we have seen through downturns in past housing cycles. The Federal Reserve’s efforts to curb inflation during 202

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): February 9, 2023 REDWOOD TRUST, I

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): February 9, 2023 REDWOOD TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-13759 68-0329422 (State or other jurisdiction of incorporation) (Commission Fi

RWT / Redwood Trust, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01770-redwoodtrustinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: Redwood Trust Inc. Title of Class of Securities: REIT CUSIP Number: 758075402 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the ru

1 Q4 2022 Redwood Review February 9, 2023 Exhibit 99.3 2 Cautionary Statement; Forward-Looking Statements This presentation contains forward-looking statements, including statements regarding our 2023 forward outlook, statements related to available

1 Q4 2022 Redwood Review February 9, 2023 Exhibit 99.3 2 Cautionary Statement; Forward-Looking Statements This presentation contains forward-looking statements, including statements regarding our 2023 forward outlook, statements related to available and potential sources of liquidity, estimates of upside and potential earnings in our investment portfolio from embedded discounts to par value on sec

Financial Statements and Exhibits, Other Events

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): January 26, 2023 REDWOOD TRUST, INC. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-13759 (Commission File Number)

Redwood Trust Announces Dividend Distribution Tax Information for 2022

EX-99.1 2 tm234336d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Redwood Trust Announces Dividend Distribution Tax Information for 2022 MILL VALLEY, CA – Redwood Trust, Inc. (NYSE: RWT, “Redwood” or the “Company”), a leader in expanding access to housing for homebuyers and renters, today announced tax information regarding its dividend distributions for 2022. Shareholders should check the tax statements t

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): January 13, 2023 REDWOOD TRUST, I

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): January 13, 2023 REDWOOD TRUST, INC. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-13759 (Commission File Number)

Articles Supplementary of the Registrant, effective January 13, 2023 (incorporated by reference to the Registrant's Form 8-A, Exhibit 3.2, filed on January 13, 2023) (No. 001-13759)

Exhibit 3.2 REDWOOD TRUST, INC. ARTICLES SUPPLEMENTARY 10.00% SERIES A FIXED-RATE RESET CUMULATIVE REDEEMABLE PREFERRED STOCK ($25.00 LIQUIDATION PREFERENCE PER SHARE) Redwood Trust, Inc., a Maryland corporation (the “Corporation”), does hereby certify to the State Department of Assessments and Taxation of Maryland that: FIRST: Under a power contained in Article VI of the charter of the Corporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 REDWOOD TRUST, INC. (Exact name of registrant a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 REDWOOD TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 68-0329422 (State of incorporation or organization) (I.R.S. Employer Identification No.) One Belvedere Place Suit

Form of Preferred Stock Certificate (incorporated by reference to the Registrant's Form 8-A, Exhibit 4.1, filed on January 13, 2023) (No. 001-13759)

Exhibit 4.1 NUMBER *PRA1* THIS CERTIFICATE IS TRANSFERABLE IN NEW YORK, N.Y. REDWOOD TRUST, Inc. INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND SHARES SEE REVERSE FOR IMPORTANT NOTICE ON TRANSFER RESTRICTIONS AND OTHER INFORMATION CUSIP 758075 808 THIS CERTIFIES THAT **SPECIMEN** IS THE OWNER OF fully paid and nonassessable shares of the 10.00% Series A Fixed-Rate Reset Cumulative REDEEMABLE

Underwriting Agreement, dated as of January 10, 2023, among Redwood Trust, Inc. and Morgan Stanley & Co. LLC, as representative of the several underwriters named therein.

Exhibit 1.1 REDWOOD TRUST, INC. 2,600,000 Shares of 10.00% Series A Fixed-Rate Reset Cumulative Redeemable Preferred Stock Underwriting Agreement January 10, 2023 Morgan Stanley & Co. LLC As Representative of the several Underwriters in Schedule 1 hereto c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Ladies and Gentlemen: Redwood Trust, Inc., a Maryland corporation (the “Compa

2,600,000 shares 10.00% Series A Fixed-Rate Reset Cumulative Redeemable Preferred Stock

424B5 1 tm232177d3424b5.htm 424B5 Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-263301 PROSPECTUS SUPPLEMENT (To Prospectus Dated March 4, 2022) 2,600,000 shares 10.00% Series A Fixed-Rate Reset Cumulative Redeemable Preferred Stock We are offering 2,600,000 shares of our 10.00% Series A Fixed-Rate Reset Cumulative Redeemable Preferred Stock, par value $0.01 per share, which we r

Calculation of Filing Fee Tables Form 424B5 (Form Type) Redwood Trust, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

EX-FILING FEES Calculation of Filing Fee Tables Form 424B5 (Form Type) Redwood Trust, Inc.

Financial Statements and Exhibits, Other Events

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): January 10, 2023 REDWOOD TRUST, INC. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-13759 (Commission File Number)

REDWOOD TRUST, INC. Pricing Term Sheet January 10, 2023 2,600,000 Shares 10.00% Series A Fixed-Rate Reset Cumulative Redeemable Preferred Stock (Liquidation Preference Equivalent to $25.00 Per Share)

Filed Pursuant to Rule 433 of the Securities Act of 1933 Issuer Free Writing Prospectus, dated January 10, 2023 Relating to Preliminary Prospectus Supplement, dated January 9, 2023 Registration No.

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): January 9, 2023 REDWOOD TRUST, IN

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): January 9, 2023 REDWOOD TRUST, INC. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-13759 (Commission File Number) 6

shares % Series A Fixed-Rate Reset Cumulative Redeemable Preferred Stock

Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-263301 The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offe

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): December 15, 2022 REDWOOD TRUST, INC. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-13759 (Commission File Number)

Form of Cash-Settled Deferred Stock Unit Award Agreement under 2014 Incentive Plan

Exhibit 10.2 REDWOOD TRUST, INC. [FORM OF] DEFERRED STOCK UNIT AWARD AGREEMENT (CASH-SETTLED) DEFERRED STOCK UNIT AWARD AGREEMENT (CASH-SETTLED) dated as of the [Date] day of [Month] [Year] (the ?Award Agreement?), by and between Redwood Trust, Inc., a Maryland corporation (the ?Company?), and [First Name] [Last Name], an Employee, Consultant or non-employee Director of the Company (the ?Participa

Form of Performance Stock Unit Award Agreement under 2014 Incentive Plan

Exhibit 10.3 REDWOOD TRUST, INC. [FORM OF] PERFORMANCE STOCK UNIT AWARD AGREEMENT PERFORMANCE STOCK UNIT AWARD AGREEMENT dated as of the [15th day of December 2022] (the ?Award Agreement?), by and between Redwood Trust, Inc., a Maryland corporation (the ?Company?), and [First Name] [Last Name], an Employee, Consultant or non-employee Director of the Company (the ?Participant?). References to the C

Form of Deferred Stock Unit Award Agreement under 2014 Incentive Plan

Exhibit 10.1 REDWOOD TRUST, INC. [FORM OF] DEFERRED STOCK UNIT AWARD AGREEMENT DEFERRED STOCK UNIT AWARD AGREEMENT dated as of the [Date] day of [Month] [Year] (the ?Award Agreement?), by and between Redwood Trust, Inc., a Maryland corporation (the ?Company?), and [First Name] [Last Name], an Employee, Consultant or non-employee Director of the Company (the ?Participant?). References to the Compan

Regulation FD Disclosure

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): December 13, 2022 REDWOOD TRUST, INC. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-13759 (Commission File Number)

Regulation FD Disclosure, Financial Statements and Exhibits

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): December 8, 2022 REDWOOD TRUST, INC. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-13759 (Commission File Number)

REDWOOD TRUST ANNOUNCES DIVIDEND OF $0.23 PER SHARE FOR THE FOURTH QUARTER OF 2022

Exhibit 99.1 REDWOOD TRUST ANNOUNCES DIVIDEND OF $0.23 PER SHARE FOR THE FOURTH QUARTER OF 2022 MILL VALLEY, CA ?? Redwood Trust, Inc. (NYSE: RWT; ?Redwood? or the ?Company?), a leader in expanding access to housing for homebuyers and renters, today announced that its Board of Directors authorized the declaration of a fourth quarter 2022 regular common stock dividend of $0.23 per share. This marks

Calculation of Filing Fee Table

EX-FILING FEES 4 tm2229797d1ex-filingfees.htm EX-FILING FEES Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) Redwood Trust, Inc. (Exact name of registrant as specified in its charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered (1) Proposed Maximum Offering Price Per Share (2) Proposed Maximum Aggregate Offer

As filed with the Securities and Exchange Commission on November 7, 2022

As filed with the Securities and Exchange Commission on November 7, 2022 Registration No.

Second Amended and Restated Employment Agreement, dated as of November 3, 2022, by and between Sasha G. Macomber and the Registrant

EXHIBIT 10.6 Execution Copy SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Second Amended and Restated Employment Agreement (?Agreement?), effective as of November 3, 2022 (the ?Effective Date?), is entered into by and between Sasha G. Macomber (the ?Executive?) and Redwood Trust, Inc., a Maryland corporation (the ?Company?), and amends and restates in its entirety that certain Amended and

Third Amendment to Amended and Restated Executive Deferred Compensation Plan, effected as of August 25, 2022 (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q, Exhibit 10.1, filed on November 7, 2022)

EXHIBIT 10.1 THIRD AMENDMENT TO REDWOOD TRUST, INC. AMENDED AND RESTATED EXECUTIVE DEFERRED COMPENSATION PLAN THIS THIRD AMENDMENT (this ?Third Amendment?) to the Redwood Trust, Inc. Amended and Restated Executive Deferred Compensation Plan, as amended (the ?Plan?), is made and adopted by the Board of Directors (the ?Board?) of Redwood Trust, Inc., a corporation (the ?Company?), effective as of Au

Amended and Restated Bylaws of Redwood Trust, Inc., as adopted on November 2, 2022 (incorporated by reference to Redwood Trust, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, Exhibit 3.2.1, filed on November 7, 2022) (File No. 001-13759)

EXHIBIT 3.2.1 REDWOOD TRUST, INC. AMENDED AND RESTATED BYLAWS (As adopted November 2, 2022) Article I OFFICES Section 1.Principal Office. The principal office of the Corporation in the State of Maryland shall be located at such place as the Board of Directors may designate. Section 2.Additional Offices. The Corporation may have additional offices, including a principal executive office, at such pl

Second Amended and Restated Employment Agreement, dated as of November 3, 2022, by and between Brooke E. Carillo and the Registrant

EXHIBIT 10.4 Execution Copy SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Second Amended and Restated Employment Agreement (?Agreement?), effective as of November 3, 2022 (the ?Effective Date?), is entered into by and between Brooke E. Carillo (the ?Executive?) and Redwood Trust, Inc., a Maryland corporation (the ?Company?), and amends and restates in its entirety that certain Amended and

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: September 30, 2022 ☐ TRANSITION REP

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to . Commission File Number 1-13759 REDWO

Seventh Amended and Restated Employment Agreement, dated as of November 3, 2022, by and between Christopher J. Abate and the Registrant (

EXHIBIT 10.2 Execution Copy SEVENTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Seventh Amended and Restated Employment Agreement (?Agreement?), effective as of November 3, 2022 (the ?Effective Date?), is entered into by and between Christopher J. Abate (the ?Executive?) and Redwood Trust, Inc., a Maryland corporation (the ?Company?), and amends and restates in its entirety that certain Sixth A

Fifth Amended and Restated Employment Agreement, dated as of November 3, 2022, by and between Dashiell I. Robinson and the Registrant

EXHIBIT 10.3 Execution Copy FIFTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Fifth Amended and Restated Employment Agreement (?Agreement?), effective as of November 3, 2022 (the ?Effective Date?), is entered into by and between Dashiell I. Robinson (the ?Executive?) and Redwood Trust, Inc., a Maryland corporation (the ?Company?), and amends and restates in its entirety that certain Fourth Amen

eventh Amended and Restated Employment Agreement, dated as of November 3, 2022, by and between Andrew P. Stone and the Registrant

EXHIBIT 10.5 Execution Copy SEVENTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Seventh Amended and Restated Employment Agreement (?Agreement?), effective as of November 3, 2022 (the ?Effective Date?), is entered into by and between Andrew P. Stone (the ?Executive?) and Redwood Trust, Inc., a Maryland corporation (the ?Company?), and amends and restates in its entirety that certain Sixth Amende

S H A R E H O L D E R L E T T E R T H I R D Q U A R T E R 2 0 2 2

Exhibit 99.2 S H A R E H O L D E R L E T T E R T H I R D Q U A R T E R 2 0 2 2 R E D W O O D T R U S T Dear Fellow Shareholders, The fleeting market reprieve we saw over the summer gave way to a fresh bout of volatility in September, driven by rising concerns over inflation and waning confidence in the Federal Reserve to engineer a soft landing for the economy. Fortunately, our strong balance shee

REDWOOD TRUST REPORTS THIRD QUARTER 2022 FINANCIAL RESULTS

Exhibit 99.1 REDWOOD TRUST REPORTS THIRD QUARTER 2022 FINANCIAL RESULTS MILL VALLEY, CA ? Redwood Trust, Inc. (NYSE:RWT; "Redwood" or the "Company"), a leader in expanding access to housing for homebuyers and renters, today reported its financial results for the quarter ended September 30, 2022. Key Q3 2022 Financial Results and Metrics ?GAAP book value per common share was $10.18 at September 30,

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): October 27, 2022 REDWOOD TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-13759 68-0329422 (State or other jurisdiction of incorporation) (Commission Fi

1 Q3 2022 Redwood Review October 27, 2022 Exhibit 99.3 2 Forward-Looking Statements This presentation contains forward-looking statements, including statements regarding our 2022 forward outlook, statements related to available and potential sources

1 Q3 2022 Redwood Review October 27, 2022 Exhibit 99.3 2 Forward-Looking Statements This presentation contains forward-looking statements, including statements regarding our 2022 forward outlook, statements related to available and potential sources of liquidity, estimates of upside and potential earnings in our investment portfolio from embedded discounts to par value on securities, and target yi

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): October 13, 2022 REDWOOD TRUST, INC. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-13759 (Commission File Number)

REDWOOD TRUST PROVIDES PRELIMINARY THIRD QUARTER 2022 FINANCIAL RESULTS AND ANNOUNCES DATE OF THIRD QUARTER 2022 FINANCIAL RESULTS WEBCAST AND CONFERENCE CALL

Exhibit 99.1 REDWOOD TRUST PROVIDES PRELIMINARY THIRD QUARTER 2022 FINANCIAL RESULTS AND ANNOUNCES DATE OF THIRD QUARTER 2022 FINANCIAL RESULTS WEBCAST AND CONFERENCE CALL MILL VALLEY, CA ? Redwood Trust, Inc. (NYSE: RWT; ?Redwood? or the ?Company?), a leader in expanding access to housing for homebuyers and renters, today provided preliminary results for certain financial measures for the quarter

Regulation FD Disclosure, Financial Statements and Exhibits

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 13, 2022 REDWOOD TRUST, INC. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-13759 (Commission File Number

REDWOOD TRUST ANNOUNCES DIVIDEND OF $0.23 PER SHARE FOR THE THIRD QUARTER OF 2022

Exhibit 99.1 REDWOOD TRUST ANNOUNCES DIVIDEND OF $0.23 PER SHARE FOR THE THIRD QUARTER OF 2022 MILL VALLEY, CA ?? Redwood Trust, Inc. (NYSE: RWT; ?Redwood? or the ?Company?), a leader in expanding access to housing for homebuyers and renters, today announced that its Board of Directors authorized the declaration of a third quarter 2022 regular common stock dividend of $0.23 per share. This marks t

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: June 30, 2022 ☐ TRANSITION REPORT P

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to . Commission File Number 1-13759 REDWOOD TR

S H A R E H O L D E R L E T T E R S E C O N D Q U A R T E R 2 0 2 2

Exhibit 99.2 S H A R E H O L D E R L E T T E R S E C O N D Q U A R T E R 2 0 2 2 R E D W O O D T R U S T Dear Shareholders, The second quarter of 2022 was one of the most volatile periods in recent financial history, failing to produce many bright spots for us or an industry beleaguered by the impact of inflation, including record spikes in mortgage rates. The ongoing repricing of rate sensitive a

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): July 28, 2022 REDWOOD TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-13759 68-0329422 (State or other jurisdiction of incorporation) (Commission File

REDWOOD TRUST REPORTS SECOND QUARTER 2022 FINANCIAL RESULTS

Exhibit 99.1 REDWOOD TRUST REPORTS SECOND QUARTER 2022 FINANCIAL RESULTS MILL VALLEY, CA ? Redwood Trust, Inc. (NYSE:RWT; "Redwood" or the "Company"), a leader in expanding access to housing for homebuyers and renters, today reported its financial results for the quarter ended June 30, 2022. Key Financial Results and Metrics ?GAAP book value per common share was $10.78 at June 30, 2022, approximat

1 Q2 2022 Redwood Review July 28, 2022 Exhibit 99.3 2 Forward Looking Statements This presentation contains forward-looking statements, including statements regarding our 2022 forward outlook, statements related to increasing our market share of BPL

1 Q2 2022 Redwood Review July 28, 2022 Exhibit 99.3 2 Forward Looking Statements This presentation contains forward-looking statements, including statements regarding our 2022 forward outlook, statements related to increasing our market share of BPL origination, estimates of upside and potential earnings in our investment portfolio from embedded discounts to par value on securities, and target yie

Regulation FD Disclosure, Financial Statements and Exhibits

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): July 5, 2022 REDWOOD TRUST, INC. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-13759 (Commission File Number) 68-0

REDWOOD TRUST COMPLETES PREVIOUSLY ANNOUNCED ACQUISITION OF RIVERBEND LENDING ACQUISITION PROVIDES FURTHER SCALE TO COREVEST’S MARKET LEADING POSITION IN BUSINESS PURPOSE LENDING

Exhibit 99.1 REDWOOD TRUST COMPLETES PREVIOUSLY ANNOUNCED ACQUISITION OF RIVERBEND LENDING ACQUISITION PROVIDES FURTHER SCALE TO COREVEST?S MARKET LEADING POSITION IN BUSINESS PURPOSE LENDING MILL VALLEY, CA ?? Redwood Trust, Inc. (NYSE: RWT; ?Redwood? or the ?Company?), a leader in expanding access to housing for homebuyers and renters, today announced that it has completed the previously announc

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): June 21, 2022 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-

Indenture, dated June 9, 2022, between Redwood Trust, Inc. and Wilmington Trust, National Association, as Trustee (incorporated by reference to the Registrant's Current Report on Form 8-K, Exhibit 4.1, filed on June 9, 2022)

Exhibit 4.1 Execution Version REDWOOD TRUST, INC. as Issuer AND WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee Indenture Dated as of June 9, 2022 7.75% Convertible Senior Notes due 2027 TABLE OF CONTENTS Page Article I. Definitions and OTHER Provisions of General Application 1 Section 1.01 Definitions 1 Section 1.02 Section References 13 Section 1.03 References to Interest 13 Section 1.04 Rules

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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): June 9, 2022 REDWOOD TRUST, INC. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-13759 (Commission File Number) 68-0