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): October 28, 2025

REDWOOD TRUST, INC.

(Exact name of registrant as specified in its charter)

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):

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:

Joint Venture and Secured Financing Facility

On October 28, 2025, Redwood Trust, Inc. (“Redwood”) announced an expansion of its strategic capital partnership with Canada Pension Plan Investment Board (“CPP Investments”), including an extension of the commitment period for the joint venture, an upsize and extension of the secured revolving financing facility, and amendments to outstanding warrants previously issued to CPP Investments in March 2024 in connection with the initial closing of the strategic capital partnership (the “Amended Warrants”). The joint venture commitment period was extended for an additional 18 months, until September 2028. The secured revolving financing facility was upsized to $400 million from $250 million and the term was extended until March 2027, with an optional 18-month extension, at Redwood’s option, until September 2028. The Amended Warrants were amended to extend the expiration date of the exercise period for 18 months, until September 2030, and to re-strike the exercise price for the warrants at a price of $6.96 per share, a 20% premium to the trailing 30-day volume-weighted average price of Redwood common stock.

The above description of the Amended Warrants is a summary and is not complete. A copy of the First Amendment to Warrant Agreement, dated October 28, 2025, between Redwood and CPP Investments (the “Amendment”), is filed as exhibit 4.1 to this Current Report on Form 8-K, and the above summary is qualified by reference to the terms of the Amendment set forth in such exhibit.

(d) Exhibits

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.