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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 |
001-13759 (Commission |
68-0329422 (I.R.S. Employer |
One
Belvedere Place
Suite 300
Mill Valley, California
94941
(Address of principal
executive offices and Zip Code)
(415) 389-7373
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
| Common stock, par value $0.01 per share | RWT | New York Stock Exchange |
| 10% Series A Fixed-Rate Reset Cumulative Redeemable Preferred Stock, par value $0.01 per share | RWT PRA | New York Stock Exchange |
| 9.125% Senior Notes Due 2029 | RWTN | New York Stock Exchange |
| 9.0% Senior Notes Due 2029 | RWTO | New York Stock Exchange |
| Item 7.01. | Regulation FD Disclosure. |
On December 12, 2024, Redwood Trust, Inc. (the “Company”) issued a press release announcing that the Board of Directors (the "Board") declared fourth quarter 2024 common and preferred stock dividends.
The Board declared a fourth quarter 2024 regular common stock dividend of $0.18 per share, payable on December 30, 2024 to stockholders of record on December 23, 2024.
In accordance with the terms of the Company's 10.00% Series A Fixed-Rate Reset Cumulative Redeemable Preferred Stock (“Series A”), the Board declared a Series A dividend for the fourth quarter of 2024 of $0.625 per share. Dividends for the Series A are payable on January 15, 2025 to stockholders of record on January 1, 2025.
The information contained in this Item 7.01 and the attached Exhibit 99.1 is furnished to and not filed with the Securities and Exchange Commission, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit 99.1 | Press Release issued December 12, 2024 | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: December 12, 2024 | REDWOOD TRUST, INC. | ||
| By: | /s/ BROOKE E. CARILLO | ||
| Name: | Brooke E. Carillo | ||
| Title: | Chief Financial Officer | ||
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 Stock Dividend
The Board has authorized the declaration of a fourth quarter 2024 regular common stock dividend of $0.18 per share, a 5.9% increase from the third quarter of 2024. This marks the Company's 102nd consecutive quarterly common dividend and 2nd consecutive quarter of common dividend increases. The fourth quarter 2024 common stock dividend is payable on December 30, 2024 to stockholders of record on December 23, 2024.
“We are pleased to announce an increase to our common stock dividend for the second consecutive quarter,” said Christopher Abate, Chief Executive Officer of Redwood. “We believe this dividend level provides our shareholders with an attractive risk-adjusted return in this environment that aligns with our long-term return objectives. We will continue to review the level of future quarterly dividends with our Board, taking into account factors such as our financial and capital position, investment opportunities and outlook.”
Preferred Stock Dividend
In accordance with the terms of Redwood’s 10.00% Series A Fixed-Rate Reset Cumulative Redeemable Preferred Stock (“Series A”), the Board authorized the declaration of a Series A dividend for the fourth quarter of 2024 of $0.625 per share. Dividends for the Series A are payable on January 15, 2025 to stockholders of record on January 1, 2025.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements related to the level of future quarterly dividends. Forward-looking statements involve numerous risks and uncertainties. Redwood's actual results may differ from Redwood's beliefs, expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Forward-looking statements are not historical in nature and can be identified by words such as “anticipate,” “estimate,” “will,” “should,” “expect,” “believe,” “intend,” “seek,” “plan” and similar expressions or their negative forms, or by references to strategy, plans, or intentions. These forward-looking statements are subject to risks and uncertainties, including, among other things, those described in our Annual Report on Form 10-K for the year ended December 31, 2023 under the caption “Risk Factors”. Other risks, uncertainties, and factors that could cause actual results to differ materially from those projected may be described from time to time in reports we file with the Securities and Exchange Commission, including reports on Forms 10-Q and 8-K. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
About Redwood
Redwood Trust, Inc. (NYSE: RWT) is a specialty finance company focused on several distinct areas of housing credit where we provide liquidity to growing segments of the U.S. housing market not well served by government programs. We deliver customized housing credit investments to a diverse mix of investors through our best-in-class securitization platforms, whole-loan distribution activities, and our publicly traded shares. We operate our business in three segments: Residential Consumer Mortgage Banking, Residential Investor Mortgage Banking and Investment Portfolio. Through RWT Horizons®, our venture investing initiative, we invest in early-stage companies that have a direct nexus to our operating platforms. Additionally, through Aspire, our home equity investment (“HEI”) platform, we directly originate HEI to homeowners. Our goal is to provide attractive returns to shareholders through a stable and growing stream of earnings and dividends, capital appreciation, and a commitment to technological innovation that facilitates risk-minded scale. Redwood Trust is internally managed and structured as a real estate investment trust ("REIT") for tax purposes. For more information about Redwood, please visit our website at www.redwoodtrust.com or connect with us on LinkedIn.
CONTACT
Kaitlyn Mauritz
Head of Investor Relations
Phone: 866-269-4976
Email: investorrelations@redwoodtrust.com