Redwood Trust Inc美股招股说明书(2025-11-07版)

(To Prospectus dated March3, 2025) Up to $175,000,000 Common Stock We have entered into a distribution agreement, dated March4, 2022, as amended August15, 2023,and as further amended on November7, 2025, with BTIG, LLC, Citizens JMP Securities, LLC, GoldmanSachs &Co. LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, each, an Agent and,collectively, the Agents, providing for the offer and sale of shares of our common stock having anaggregate gross sales price of up to $175.0million from time to time through the Agents, acting asouragents, or directly to the Agents, acting as principals. Under a prior Registration Statement(FileNo.333-263301) (the “Prior Registration Statement”), we previously offered and sold shares of ourcommon stock having an aggregate gross sales price of $125.1million under the distribution agreement.The Prior Registration Statement expired in March2025, at which time there were shares of commonstock having an aggregate gross sales price of up to $49.9million remaining available for offer and saleunder the distribution agreement. We filed a new registration statement (FileNo.333-285506) (the “NewRegistration Statement”) to replace the Prior Registration Statement. Under this prospectus supplementand the accompanying prospectus, which form a part of the New Registration Statement, we are offeringthose remaining available shares of common stock as well as additional shares of common stock havingan aggregate gross sales price of up to $125.1million. As a result, as of the date of this prospectussupplement, shares of common stock having an aggregate gross sales price of up to $175.0million areavailable for offer and sale pursuant to this prospectus supplement and the accompanying prospectus. Sales of shares of our common stock, if any, as contemplated by this prospectus supplement madethrough the sales of shares of our common stock, if any, under this prospectus supplement and theaccompanying prospectus may be made (1)in “at the market” offerings (as defined in Rule415 underthe Securities Act of 1933, as amended, or the Securities Act) by means of ordinary brokers’ transactionsat market prices prevailing at the time of sale, including sales made on the New York Stock Exchange, orNYSE, sales made to or through market makers and sales made through other securities exchange orelectronic communications networks and (2)in such privately negotiated transactions, which may includeblock trades, as we and any Agent may agree. We will pay the applicable Agent a commission at a mutually agreed rate that will not (except asprovided below) exceed, but may be lower than, 2.0% of the gross sales price per share of our commonstock sold through such Agent, as our agent, under the distribution agreement. We may also agree withany Agent to sell shares of our common stock other than through ordinary brokers’ transactions usingsalesefforts and methods that may constitute“distributions”within the meaning of Rule 100 ofRegulationM under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and forwhich we may agree to pay such Agent a commission that may exceed 2.0% of the gross sales price pershare of our common stock sold. None of the Agents is required to sell any specific number or dollar amount of shares of ourcommon stock but each has agreed to use its commercially reasonable efforts to sell, on the terms andsubject to the conditions of the distribution agreement, shares of our common stock on terms agreedupon by us and such Agent from time to time. The shares of our common stock offered and sold throughthe Agents, as our agents, pursuant to the distribution agreement will be offered and sold through onlyone Agent on any given day. Under the terms of the distribution agreement, we may also sell shares of our common stock to oneor more of the Agents as principal, at a price per share to be agreed upon at the time of sale. If we sellshares to one or more of the Agents as principal, we will enter into a separate terms agreement withsuch Agent or Agents, as the case may be, and we will describe the terms of the offering of those shares in aseparate prospectus supplement. In any such sale to an Agent as principal, we may agree to pay theapplicable Agent a commission or discount that may exceed 2.0% of the gross sales price per share ofcommon stock sold to such Agent, as principal. Our common stock is listed on the NYSE under the symbol “RWT.” On November6, 2025, the lastreported sale price of our common stock on the NYSE was $5.12 per share. We have elected to be taxed as a real estate investment trust, or REIT, for U.S. federal income taxpurposes. In order to protect us against the risk of losing our qualification as a REIT due to concentrationof ownership of our outstanding stock, our charter generally prohibits any single stockholder, or anygroup of affiliated stockholders, from beneficially owning more than 9.8% of the outstanding shares ofany class of our stock, unless