Redwood Trust Inc美股招股说明书(2025-03-04版)

Redwood Trust, Inc. Please read this prospectus supplement and the accompanying prospectuscarefully before investing and retain it for your future reference. We are offering existing holders of our common stock and new investors the opportunity to participate in our Direct StockPurchase and Dividend Reinvestment Plan. The Plan is designed to be an economical and convenient method for existing stockholdersto increase their holdings of our common stock and for new investors to make an initial investment in our common stock. Ourcommon stock is listed on the New York Stock Exchange, or NYSE, under the symbol “RWT”. If you are currently enrolled in our Plan, you may withdraw by following the procedures described on page S-1 of thisprospectus supplement. If you are not currently enrolled in our Plan but you are an existing holder of our common stock, you mayelect to have all or a portion of your cash dividends automatically invested in additional shares of common stock. The sharespurchased with your dividend reinvestments will be purchased on the open market or directly from us. We may, but will not beobligated to, establish a discount from market price for the purchases of up to 3%. If the shares are purchased on the open market, youwill not be required to pay any per share or transaction fees to the extent the sum of the discount from market price, if any, and fees donot exceed 5% of the value of the common stock on the date of purchase. If you are either an existing holder of our common stock, or a new investor, you may also purchase shares of common stockby making optional cash payments of at least $100 for existing holders, or $500 for new investors, and up to $10,000 per month. Theshares purchased with those optional cash payments will be purchased on the open market or directly from us. We may, but will not beobligated to, establish a discount from market price for the purchases of up to 3%. If the shares are purchased on the open market, youwill not be required to pay any per share or transaction fees to the extent the sum of the discount from market price, if any, and fees donot exceed 5% of the value of the common stock on the date of purchase. If we approve a sale or sales in excess of this $10,000monthly limit, you may also invest optional cash payments in the amount we have approved in shares purchased directly from us andwe may, but will not be obligated to, provide for a discount from market price for the purchase of up to 5%. Our determination ofwhether to provide for a discount from market price for purchases made under the Plan will be made from time to time based on anassessment of various factors. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthe securities issued under the Plan or has determined if this prospectus supplement and the accompanying prospectus aretruthful or complete. Any representation to the contrary is a criminal offense. Our principal executive offices are located at One Belvedere Place, Suite 300, Mill Valley, California 94941, telephone (415)389-7373. This prospectus supplement supersedes and replaces our previous prospectus supplement with respect to the Plan, whichprevious prospectus supplement was dated March4, 2022. The date of this prospectus supplement is March 4, 2025. TABLE OF CONTENTS CONTENTS ClausePageAbout This Prospectus Supplement1Summary1Forward-Looking Statements5Risk Factors8Risks Related to This Offering8Redwood Trust, Inc.9The Plan10Supplemental Material U.S. Federal Income Tax Considerations28Use of Proceeds32Plan of Distribution33Where You Can Find More Information34Incorporation of Certain Information by Reference34Legal Opinions34Experts35Glossary36 About This Prospectus Supplement You should read both this prospectus supplement and the accompanying prospectus, together with additional informationdescribed under the heading “Incorporation of Certain Information by Reference” in this prospectus supplement and in theaccompanying prospectus. This prospectus supplement and the accompanying prospectus are part of a registration statement on FormS-3 we have filed with the Securities and Exchange Commission, which we refer to as the SEC, under the Securities Act of 1933, asamended, or the Securities Act. This prospectus supplement and the accompanying prospectus do not contain all of the information inthe registration statement. We have omitted certain parts of the registration statement, as permitted by the rules and regulations of theSEC. You may find the registration statement, including exhibits, on the SEC’s website at www.sec.gov. See “Where You Can FindMore Information” in the accompanying prospectus. Unless otherwise mentioned or unless the context requires otherwise, all references in this prospectus supplement to“Redwood,” “we,” “us,” “our” or similar references mean Redwood Trust, Inc. and its subsidiaries. If the information set forth in this prospectus supplement d