tm2523899-4_424b5 - none

424B5 1 tm2523899-4_424b5.htm 424B5 tm2523899-4_424b5 - none - 10.6749421s

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 our 7.75% convertible senior notes due 2027 (the “notes”) in a registered direct placement to one or more purchasers at a cash price of 99.13194444% of the principal amount of the notes, including accrued and unpaid interest from, and including, June 15, 2025 to, but excluding, August 25, 2025. The notes we are offering will be issued as additional notes under the indenture (the “indenture”) pursuant to which we previously issued $215,000,000 aggregate principal amount of our 7.75% convertible senior notes due 2027 in June 2022, which we refer to as the “initial notes,” and $39,760,000 aggregate principal amount of our 7.75% convertible senior notes due 2027 in October 2024, which we refer to as the “initial additional notes” and, together with the initial notes, the “existing notes.” In 2023 and 2024, we repurchased $7,590,000 aggregate principal amount of the initial notes, and, as of the date of this prospectus supplement, $247,170,000 aggregate principal amount of the existing notes are outstanding. The notes will have substantially identical terms as the existing notes and will be treated as a single series of securities with the existing notes under the indenture. Holders of the notes and the existing notes will vote as one class under the indenture. We expect to issue the notes with the same unrestricted CUSIP number under which the initial notes currently trade. The initial additional notes currently trade under a Rule 144A CUSIP number.

The notes will bear interest at a rate of 7.75% per year, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2025. The notes will mature on June 15, 2027, unless earlier repurchased, redeemed or converted.

Holders may convert their notes at their option only in the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on September 30, 2022, if the last reported sale price per share of our common stock exceeds 110% of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of our common stock on such trading day and the conversion rate in effect immediately after the close of business on such trading day; (3) upon the occurrence of certain corporate events or distributions on our common stock, as described in this prospectus supplement; (4) if we call such notes for redemption; and (5) at any time from, and including, March 15, 2027 until the close of business on the second scheduled trading day immediately before the maturity date. We will settle conversions by paying or delivering, as applicable, cash and, if applicable, shares of our common stock, based on the applicable conversion rate(s). As of the date of this prospectus supplement, the conversion rate for the notes is 95.6823 shares of our common stock per $1,000 principal amount of notes, equivalent to a conversion price of approximately $10.45 per share of our common stock. The conversion rate will be subject to adjustment in some events, but will not be adjusted for accrued interest. In addition, if a make-whole fundamental change (as defined herein) occurs prior to the maturity date, we will in some cases increase the conversion rate for a holder that elects to convert its notes in connection with such make-whole fundamental change.

If we undergo a fundamental change (as defined herein), holders may require us to repurchase the notes in whole or in part for cash at a fundamental change repurchase price equal to 100% of the

	Per Note	Total
Offering price(1)	99.13194444%	$49,565,972.22
Proceeds, before expenses, to us(1)	99.13194444%	$49,565,972.22

	Page
Forward-Looking Statements		S-iii
Prospectus Supplement Summary		S-1
Risk Factors		S-7
Use of Proceeds		S-17
Description of Notes		S-18
Supplemental U.S. Federal Income Tax Considerations		S-53
Restrictions on Ownership and Transfer and Repurchase of Shares		S-69
Plan of Distribution		S-71
Legal Matters		S-72
Where You Can Find More Information		S-73
Incorporation of Certain Information by Reference		S-73

	Page
About This Prospectus		1
Risk Factors		2
Cautionary Statement		3
Redwood Trust, Inc.		5
Use of Proceeds		6
General Description of Securities		7
Description of Debt Securities		8
Description of Common Stock		16
Description of Preferred Stock		17
Description of Securities Warrants		18
Description of Rights to Purchase Shares of Common or Preferred Stock		19
Description of Units		20
Global Securities		21
Restrictions on Ownership and Transfer and Repurchase of Shares		24
Certain Provisions of Maryland Law and of Our Charter and Bylaws		26
Material U.S. Federal Income Tax Considerations		29
Plan of Distribution		58
Validity of the Securities		59

	Page
Experts		59
Incorporation of Certain Information by Reference		59
Where You Can Find More Information		60

SEC Form 424B5 filed by Redwood Trust Inc.