Material Event (Form 8-K)

On May 19, 2026, Redwood Trust, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, UBS Securities LLC, Wells Fargo Securities, LLC, Goldman Sachs & Co. LLC and Piper Sandler & Co., as representatives of the several underwriters named therein (collectively, the "Underwriters"), pursuant to which the Company agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Company, $125,000,000 aggregate principal amount of its 9.75% senior notes due 2031 (the "Notes") (the "Offering"). In connection with the Offering, the Company granted the Underwriters a 30-day option to purchase up to an additional $18,750,000 aggregate principal amount of Notes, to cover solely over-allotments. Pursuant to the terms of the Underwriting Agreement, the parties have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Act").

The Notes have been registered pursuant to the Registration Statement on Form S-3 (Registration Statement No. 333-285506), as amended by Post-Effective Amendment No. 1 (the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission") under the Act, including the prospectus supplement filed by the Company with the Commission pursuant to Rule 424(b) under the Act dated May 19, 2026 to the prospectus contained in the Registration Statement dated March 3, 2025, as amended on August 21, 2025. The Offering is expected to close on May 27, 2026.

A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report.