Redwood Trust Inc美股招股说明书(2025-11-18版)

9.500% Senior NotesDue 2030 We are offering $100,000,000 aggregate principal amount (4,000,000 units, each unit representing $25) of our 9.500% Senior Notes due2030 (the “notes”). The notes will bear interest at a rate equal to 9.500% per year, payable quarterly in arrears on March1, June1, September1and December1 of each year, beginning on March1, 2026. The notes will mature on December1, 2030. The notes will be issued in minimumdenominations of $25 and integral multiples of $25 in excess thereof or inunits (each unit representing $25). We may redeem the notes, in whole or in part, at any time and from time to time on or after December1, 2027 at a redemption price equal to100% of the principal amount redeemed plus accrued and unpaid interest to, but excluding, the redemption date. Upon a Change of ControlRepurchase Event, we will be required to make an offer to repurchase all outstanding notes at a price in cash equal to 101% of the principalamount of the notes, plus accrued and unpaid interest to, but not including, the repurchase date. See “Description of the Notes — Offer toRepurchase Upon a Change of Control Repurchase Event.” The notes will be our senior unsecured obligations and will rank equal in right of payment with our other existing and future senior unsecuredindebtedness and senior in right of payment to any indebtedness that is contractually subordinated to the notes. The notes, however, will beeffectively subordinated in right of payment to our existing and future secured indebtedness to the extent of the value of the collateral securingsuch indebtedness, and structurally subordinated to the claims of our subsidiaries’ creditors, including trade creditors. The notes are a new issue of securities and there is no established trading market for the notes. We intend to apply for listing of the notes onthe New York Stock Exchange (the “NYSE”) under the symbol “RWTQ.” If approved for listing, trading on the NYSE is expected to begin within30days of November 19, 2025, the original issue date. The notes are expected to trade “flat,” meaning that purchasers will not pay, and sellerswill not receive, any accrued and unpaid interest on the notes that is not included in the trading price. Investing in the notes involves risks that are described under the caption “Risk Factors” beginning on pageS-5 of thisprospectus supplement and in ourAnnual Report on Form10-K for the fiscal year ended December31, 2024and as updated by oursubsequent Quarterly Reports on Form10-Q and Current Reports on Form 8-K, which are incorporated by reference in thisprospectus supplement. PerNoteTotalPublic offering price$25.00$100,000,000Underwriting discount$0.7875$3,150,000Proceeds to us (before expenses)$24.2125$96,850,000(1)(2) (1)Assumes no exercise of the underwriters’ over-allotment option, described below. (2)See “Underwriting” for a description of additional compensation payable by us to the underwriters. Neither the Securities and Exchange Commission, or SEC, nor any state securities commission has approved or disapproved ofthesesecurities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. We have also granted the underwriters an option to purchase within 30days from the date of this prospectus supplement up to an additional$15,000,000 principal amount (600,000 units, each unit representing $25) of notes from us at the initial public offering price less the underwritingdiscounts and commissions solely to cover over-allotments, if any. The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust Company on or aboutNovember19, 2025, for the accounts of its participants, including Clearstream Banking, société anonyme, and Euroclear BankS.A./N.V., asoperator of the Euroclear System. Joint Book-Running Managers Seaport Global Securities CONTENTS PROSPECTUS SUPPLEMENT PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiFORWARD-LOOKING STATEMENTSS-iiiSUMMARYS-1THE OFFERINGS-3RISK FACTORSS-5USE OF PROCEEDSS-9DESCRIPTION OF THE NOTESS-10UNDERWRITINGS-22LEGAL MATTERSS-27EXPERTSS-27WHERE YOU CAN OBTAIN MORE INFORMATIONS-27INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-28 PROSPECTUS ABOUT THIS PROSPECTUS1RISK FACTORS2CAUTIONARY STATEMENT3REDWOOD TRUST, INC.5USE OF PROCEEDS6GENERAL DESCRIPTION OF SECURITIES7DESCRIPTION OF DEBT SECURITIES8DESCRIPTION OF COMMON STOCK16DESCRIPTION OF PREFERRED STOCK17DESCRIPTION OF SECURITIES WARRANTS18DESCRIPTION OF RIGHTS TO PURCHASE SHARES OF COMMON OR PREFERREDSTOCK19DESCRIPTION OF UNITS20GLOBAL SECURITIES21RESTRICTIONS ON OWNERSHIP AND TRANSFER AND REPURCHASE OF SHARES24CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS26MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS29PLAN OF DISTRIBUTION58VALIDITY OF THE SECURITIES59EXPERTS59INCORPORATION OF CERTAIN INFORMATION BY REFERENCE59WHERE YOU CAN FIND MORE INFORMATION60 AB